Spider-Man, and other characters are from Marvel and Stan Lee

Loonatics Unleashed is from Warner Brothers

Might Ducks is from Disney

Biker Mice from Mars is from (2006) for 4Kids

Teenage Mutant Ninja Turtles is from Eastman and Laird

Talon, Maggie, Claw are from Gargoyles who is from Disney

Chapter 18

A home visit

In the city of Acmetropolis there exists a group of seven heroes and one leader who has saved it several times over, but after the rescue from the wormhole and the re-capture of Sypher, Mastermind, Weathervane, and Massive there was hardly, if any, crime to thwart. Tech, the seven's technology has been working on a device ever since they defeated Timeskip that may help them better understand the seventh member of their team or Spider-Man/Peter Parker. "There it may have taken away all of my time to try to find out what happened to Black Velvet, but it's finally done." The super genius said when every thing was done on his latest toy.

"Alright, we're here Tech. What's up?" Ace questioned the big brain since he, the others, and Zadavia were summoned into Tech's lab for an announcement.

"If you dragged us here for nothing; then I'm going back to bed." Danger said to the tech-head despite that it was ten o` clock in the morning, a fine time to wake up, he was still tired.

"Trust me. It's worth you sleeping in." Tech said back to the mallard, and added, "We're going to Peter's home dimension." This information freaked all that were there out a little bit.

"Are you sure Tech? I mean I thought that he came here was an accident, and that he couldn't go back." Loonatic pink said to her teammate since there was a small part of here that was praying that he was joking with them, but she knew that when it came to inventions he hardly ever joked.

"That is true, but by borrowing one of his spider tracers, which was on my suit, I was able to find the exact wavelength to his home." The coyote explained to the rest of the team, and pointed to where he found it, and they all looked at the cubby hole in their communicators and saw that they each had one; each one was color coded for each hero.

'I guess he was just being a little protective of them.' Zadavia thought, and wondered if he had placed one on her cloak, but refrained from looking for it at the moment. "Not to doubt your abilities Tech, but are you sure that it will work?" She questioned deciding to change the subject.

"Well, I tossed an apple into it, and it hasn't been shot back, or came back deformed, so yes I believe it will work." He said back to her. He knew that the team were still a little iffy of going on accounting of remembering the wormholes three weeks ago. "How about it, Pete? Up for showing us around your home world?" Tech questioned to the arachnid, wandering if it was alright for them to go, but did not get an answer.

"Uh, Tech I don't mean to disrespect the best mind Acmetropolis has to offer, but you should know that in times of low if any crimes Peter usually web-slings for reconnaissance or sleeping in his room." Runner had informed in his usual high speed voice to the brain.

"Oh, that's right." Coyote said after remembering just that, and followed with, "Maybe one of you guys could…" He stopped when he saw that Loonatic pink had left without listening to his whole statement. She walked all the way over to his room, and when she opened the door she saw that he was sprawled on his bed with his lower half in Loonatic form, and the other in his traditional red and blue suit.

"Hey, web-head, time for you to wake up, and show us your world." Lexi said with a mixture of happiness and sorrow in her voice since she was interested in what it looked like, but was praying that he did not want to stay. His response to her was a simple turn to the left in his sleep. 'So, he's going to be like that, huh?' She thought and then prepared a light brain blast at him, but at the last moment he dodged it leaving a singe mark on his bed.

"What was that for, cottontail?" He questioned to her in surprise since she did not seem to blast someone in their sleep. She stared at him for a moment and then decided to give him a straight answer.

"Tech, has a toy that can let us see your world, and we kind of need a guide." She said to him and saw able to keep her worry our of her sentence, but not her eyes. He saw the worry, but knew what it was about.

"Hang on a minute and I'll be right there." He told her before grabbing a few printed photos that he had kept track of over the adventures. "Okay, now we can go." He told her and then started to walk off, but as he was a photo that was hanging outside of the shoebox fell out, and landed by her feet.

"What this?" Lexi questioned before picking it up. "Why would he have this picture?" She wondered aloud since the picture in her hand was when she wore that red outfit as a disguise when they had to deal with Massive. Not wanting to waist time she folded up and followed behind him.

"Alright Tech, I hear that you need a travel guide, but just as a forewarning my rates aren't cheap." Peter said once he entered the lab. The others got that joke and chuckled from it.

"Nice one Pete, but how bout this one be a freebee." Ace offered to him with his usual smile. The arachnid fake thought about it for a while, and came up with an answer.

"Sure thing, but I think we'll need something before we leave." He said to them and that was one thing that the others weren't sure what he meant by that.

"What do you mean, Peter?" Zadavia questioned to Loonatic blue. He looked at her and then the others and had a feeling that they would not understand since they did not know that there were two states that he was planning on visiting.

"We take our bikes. It'll be faster than trying to web-sling you guys around New York and California." He told them. The others were not sure how far those two places were, but they trusted his judgment on that matter.

"Oh, that's just great. Our bikes are at the basement. We'll never get to them and back up here even with Rev's help." Duck complained, but as always Tech had that problem taken care of.

"Don't worry. Watch this." Tech said to them and then went to a console and after a few keystrokes an elevator built bikes was activated and their wheels were in his lab.

"Smooth move, Tech." The swords-bunny congratulated his partner on his invention.

"Thanks I got the idea when Peter accessed his armor in our meeting room." The green one admitted, but let the others in on a slight flaw with this. "There's just one problem there are seven cycles, but there are eight of us." Spider-Man heard the problem, but also knew the right situation.

"No sweat." Parker said back and held their founder by the back of her outfit and carried her to Ace's bike, and set her behind the lead bunny. "See, there's no problem's here. She just has to hold onto Ace while he's burning rubber." Peter said after he did what he did, and then opened the secret compartment underneath his seat and put his shoe box in it.

"What about us?" Slam questioned as he gestured at his appearance. Peter knew what he meant by that question. Since they didn't look human would that be a problem.

"No. It won't I installed a hologram projection on the bikes, so passerby's won't see animals and a spider on bikes, just average bike riders." He answered and saw that the devil rubbed off some fake sweat. "Besides on our first stop we won't need the projectors." He added which confused them all.

"What's that supposed to mean?" Lexi questioned him. Wondering why have a holo-chip if we did not need it on their first stop.

"Oh, you'll see when we get there." He answered to her as he sat on his motorcycle. "Now, let's rock and ride." He said borrowing a line from a group that they were about to meet. The others did not know where that came from, yet, but they followed his lead into the vortex.

"Wow, I wasn't expecting New York to look like this. From what you said I pictured big buildings, big parks, and venders on every corner." Rev said after they left the tunnel and saw that they were in front of a mall location with no tall buildings anywhere.

"This isn't New York, Speedy. It's Anaheim. Trust me this is one place that is needed." Peter informed them as he got off his cycle, and the others did as well even though they were worried that this world would not accept their appearance…well most of theirs.

"So, where to first?" Ace asked him while helping Zadavia off. He was curious of the game plan that he had made for this trip. When the eight past the sign that read: Anaheim Mall Peter looked around, and was grateful to see that every store was still in business.

"How about this: Lexi, Zadavia why don't you try that store over to the right." He offered and the two saw that it was a clothing store. The pink ones knew that he was not the stereotyping type, so he must have had a plan.

"Sure thing. They ought to have a better outfits then the one we first saw you in." Lexi said with a sly smirk which that statement did get under his skin.

"Real funny I think my suit rocks." He said to her, and then continued with his idea, "Slam, check out that meditation crystal shop." He could tell that he may try it, but might not like it. "Tech there's a shop built just for you called - Lectric Land." The coyote looked at it, and was curious over what kind of technology this dimension had to offer.

"I believe I will." He said to the arachnid, but waited for him to get finished with the choices.

"Duck, how about you check out that comic shop." He said, but saw a dull expression on the mallard's face so he added, "If I remember right the cashier girl is pretty hot." Danger took that, but like the others waited for him to finish. 'Today's a Tuesday, so Wing and Duke should be getting the food: perfect.' He thought and decided to use two of them at once. "Rev, Ace why don't you two check out the food options at Weenie World." He said to the last two.

"No offense, bug, but while we're doing that what will you be doing?" Ace questioned since he did not tell them what he would be doing.

"I'll be sleeping at that bench." He told them and they walked closer to the stores, but before they left he added, "Oh, if you see humanoid ducks in your shops ask if they've ever seen me before." That said the team went to their spots.

"Impressive work even though I've developed these things in my sleep." The coyote said after going into the store, and saw a few of the things that were for sail.

"I know. This is stuff is years behind what Puckworld has." A voice was heard from behind the canine. Loonatic green turned to see who agreed with him and saw a duck hybrid. Unlike his team's duck this one was female with a purple long sleeve shirt, light blue pants, pink tinted glasses, white boots, and her hair pulled to the top of her head.

"I'm sorry. I do not think we had the pleasure. I am Tech E. Coyote." The inter-dimensional genius said to the girl with an extended hand. She accepted his offer, and decided that it only be fair to tell him her name.

"My name's Tanya Vanderflock." She told to him and after realizing that she was talking to a talking coyote she added, "I'm guessing you aren't from around here, are you?" She questioned, and half expected an answer that Nosedive would come up with.

"No, I'm not, I'm from another dimension in a town called Acmetropolis." He said to her, and she was surprised that she got an expression. "After you and I buy some things, maybe you can tell me if you know of a man in a red and blue suit." He offered to her, and saw that she sported a sad expression.

"By what you said. It sounds like your talking about Spider-Man. I'm sorry but he's…" She started and was about to cry, just as she did when she first heard the news, but to her surprise Tech put his finger to her bill to stop her from talking.

"Right there." He whispered and thumbed to the window. She looked at it and saw a blue and red uniform. A big smile appeared on her bill after realizing who it was. "I guess you want to see him first, huh?" He questioned having a feeling that she liked him, and got a nod out of her since she was too choked up for words.

"Pretty." Slam said in a daze as he saw all of the meditation crystals not knowing of a muscular creature behind him.

"Yes, they are quite …pretty." The man said and that was when the devil turned around and saw that there was a very buff duck behind him wearing a black sleeveless shirt, purple pants, pants, black boots, and a black pony tail. "You must be new here. I am Check Hardwing, but my friends call me Grin ." He said and offered his hand in a friendly manner.

"Slam Tasmanian." The purple and black bruiser garbled back to the duck.

"I can tell that you are a beginner in buying meditation crystals and a few tips to truly have inner peace." The buff billed one said and walked deeper into the store. The devil was about to joint him, until he remembered what the web-head said.

"Know him?" Slam questioned after turning the big duck around. The hockey player looked to where the fellow animal was pointing and saw an old friend at a bench.

"Little friend?" He questioned and decided to buy his things later. Danger Duck walked over to the comic store which he saw was named - Captain Comic which he thought wasn't half bad, but he was mostly concerned of the cashier girl.

'Pete owes me for wasting my time.' Duck thought after looking at the female. She was not that bad, the Mohawk look did work for her, but there was a man with a red mullet which he believed to be her lover so he left that alone.

"Whoa. There's a new duck in town." A voice shouted causing Danger to look in all directions, and when he did not see any around he had to ask a simple, but not needed question.

"New duck? Where?" Danger asked around trying to find the owner of the voice. A duck creature's head popped over a comic book rack near the corner.

"You dude. Since I've never seen you around." The other duck said while walking into view with a book in hand. This duck sported blue jeans, loose green T-shirt, a white/gray jacket, blonde hair, and white boots.

"I guess you don't know who I am. I am Danger Duck worlds greatest hero." Loonatic orange said with his fists to his waist. This caused the hockey duck to start to groan from his past experience with another pretender.

"Great another wannabe like that dork: Mondo-Man." The blonde duck said which got the other duck plenty steamed.

"I am so a hero." He started to say before creating two eggs, one in each hand and then added, "You can even ask Spider-Man since he's right on the park bench behind me." The second part got his attention since he did not truly believe that someone like him would die that easily.

"Whoa, hold the eggs. Where's Spider-Man?" The mallard questioned and then saw a red and blue figure on said bench. "No way, man. Thrash, hold this. I'll be right back." He said and tossed his comic to the red head man, and got ready to meet an old friend.

"Admittedly this place has a pretty good selection." Lexi said after she and Zadavia had entered the store that Spider-Man had offered to them. As they were looking around the rabbit found herself looking at the men's blue shirts, but as she was doing that another customer noticed that she was in the wrong section.

"The women's section is the other side." The voice said to the bunny. "But judging my the fact that you are in a black uniform and you are a rabbit too, I'm guessing you're not from around here?" The customer added and that was what drew her attention away from a blue dragon T-shirt and to the speaker.

'She must be the reason Pete sent us in here.' Lexi thought as she saw a female duck with a pair of light purple pants, light purple shirt that stopped before the abs, dark purple jacket, slip on whit shoes, and red hair. "You could say that. I know that the other section is for us I was just shopping for my…" The bunny started to say, but she still did not know what to call Peter, outside the battlefield, but luckily she was saved by a familiar voice.

"Her teammate. Sorry for interrupting, but I think it best for introductions." A tall blonde woman said while walking over to the two humanoids. "I am Zadavia and this is Lexi Bunny we, along with six others came from a different dimension to relax." She continued and saw a sigh of relief escape her beak.

"For once out of towners that aren't here to destroy the Mighty Ducks or take over the world." She said to them, explaining to them of her sigh and added, "My name is Mallory McMallard by the way." A thought entered the gymnasts mind, one that ALMOST awoken her inner green eyed beast, but she was still able to say it.

"One of my teammates you may know." The pink bunny said and saw that her sentence got the fellow shopper's attention, so she went on. "He's about yay high…" She started while showing her Spider-Man's height and continued with, "Often wears red and blue spandex, with two unblinking eyes, and has a sense of humor that makes you think he hit a few buildings while pretending to be Tarzan."

"Heh, It almost sounds like your talking about Spider-Man, but he hasn't been seen in a while, sorry." The duck said to them. She was pretty good at covering up her emotions since she, and the others lost their founder in their first fight with that dinosaur.

"Actually he fell into our dimension and has stayed and fought with the Loonatics." The blonde woman explained which she saw caught the young duck off guard. "If you do not believe my words, then turn around and see for yourself." She added and gestured back to the window. At first she did not see anything, but once she looked at the bench to the left of the window she saw him.

"No way." Mallory whispered and then walked over to the door, praying that this was no illusion, or hologram prank by Nosedive. The field leader and the speed creature of the Loonatics walked into their place: Weiner World. As soon as they walked in they saw two ducks. The one ordering the food wore dark green pants, white shoes, gold/white shirt with rolled up sleeves. The other had darker feathers with an eye patch, black boots, and a maroon/dark green trench coat.

"Those must be the ones Pete wants us to meet, so just play it cool." Ace informed Rev, but when he glanced over his should he saw nothing. "Oh no." The rabbit said and knew where he was.

"HEY ACE! I think these guys are the ones Spider-Man sent us to see!" Rev shouted while looking at the two of them and then used his super speed to spin around them, and asked questions at the same time. "Have you ever fought my Spider-Man? How did you guys meet him? Did you have to fight him? How did you get like this? Was it some sort of freak accident or…" His questioning was stopped when the one in the trench coat cloths lined him to stop.

"Kid, two words alright." The stopper said and help up two fingers while adding, "Shut…up." Runner nodded and the trench coat duck let him fall to the floor. The white feathered duck helped the speed creature back to his feet, and asked a question out of what he said at the start.

"Did you say Spider-Man sent you to see us?" He asked since he was not sure if that nut really died in New York by suicide. The rabbit by the entrance walked over to the group, and decided to be honest with them.

"That's right, doc. He's the one that brought us here. By the way the name's Ace Bunny, and you've already met Rev Runner." The yellow furred bunny said while gesturing to himself and to the roadrunner.

"Well, I am Wildwing Flashblade, and this is my friend: Duke L`Orange." The goalie said while gesturing over to himself and the man to his left.

"If your wanting to know he's over there." The rabbit said and pointed outside, and the two saw him laying on a park bench. Out of instinct they forgot to grab their food, and just went over to see him. In truth Peter Parker actually did fall asleep, but was awoken when he heard a voice.

"Sp-Spider, is that you?" He knew that voice, it was Tanya, brainiac of the Mighty Ducks. He saw that she, and the others were around him, but due to the fact that he was wearing his standard hero mask they didn't know that.

"Who else do you know that can wear red and blue long johns and make them look good." He said with his trademark humor. He stood up and was instantly slammed by both Mallory and Tanya.

"Man, it's great to hear those kind of lines." The yellow feathered genius said to him while hugging him. Peter looked at his team, but most importantly Lexi, to find out if it was okay to return their gesture, and got a nod. He put his left arm to Tanya's waist and his right to Mallory's waist.

"I don't get it, man. S.H.I.E.L.D. said that you killed yourself." The brother of the leader said while scratching his hair. After getting some breathing room from the two he answered in that long since familiar style.

"That's because those guys don't like me.' He said back and after the guys put one of their hands on his shoulder, or gave him a handshake he saw that they had a question on their faces.

"I owed the reaper five bucks, but he tossed him someplace else.' He said to them and they were all laughing their heads off over what he said, or at least the Mighty Ducks did.

"Man. Tanya's right. Listening to your comments always make us laugh." Duke said while holding his ribs. After their laughing fit the Spider decided to take his, and his team's lead since he wanted to got to his next location.

"Well, hate to meet and run, but we got to get to the next spot." He told the ducks and was about to make an exit, but was stopped when Lexi grabbed where she knew an ear was.

"Oh no you don't, web-head." Lexi said to him in an ordering tone and added, "I have yet to truly see the stores, and I'm sure the others wouldn't mind visiting a bit longer." He knew that she had a good point, and he also knew that Acmetropolis was still safe, so once his head was free he gave her a nod.

"Besides there's one more that ALL of you will have to meet before you leave." Wildwing said to them, and of course they all heard him stress that he had used on 'all', so they knew it was someone that not even Peter has met. "Let's head over to the pond." Wing added and the group all walked there. The Loonatics were surprised to hear their footsteps as they walked through the lobby.

"Guys duck." Lexi announced to them and all but Danger Duck went down.

"Yes, Lexi they are ducks." He explained to her, but was caught off guard as a puck came and slammed him in the face.

"Canard, stand down it's us." Wildwing said to the shadow in the doorway to the rink. That's when a seventh duck walked over to them while holding some sort of white handgun. The difference between their clothes was that his was built for combat.

"Sorry about that. I guess I've just been on edge ever since I got back." The seventh duck said to them while helping his old friend up off the ground. "You guys must have good reflexes since I only had time to prep my gun before you guys moved." He added, wondering how they could have done that.

"That was because of my friend: Lexi Bunny. She's like Wolvie, but with better attitude." Peter said to the seventh duck, and all was silent before he added, "Who are you anyways?" The gun-duck chuckled about his question since he got a feeling he knew who the twin suited man was.

"The name is Canard, and I guess you are Spider-Man aka Peter Parker." The former leader of the Mighty Ducks said to him and that caused his white eyes to widen in shock.

"Your Canard? Can't be, according to the ducks you were pulled into a vortex by a trans-dimensional worm." Peter said and remembered what the six told him about, but could not believe the duck before them was the same.

"Actually it is. We took your advice, and was able to call the Shi`ar for the trans-dimensional tech, and they were willing to give it to us." Tanya said to the arachnid with a smile on her beak since that happened just last week, so now she was reunited by two of her friends.

"I do have a question?" Zadavia started and that caused all to look at her. "If you are all a team then why is Canard in uniform, and the rest of you are in civilian clothing?" She asked them, and none of them took offense to her choice of words.

"Simple, with our technology we are able to change from civilian clothes to battle mode." Wildwing said to her and then he and the others decided to show off what he meant by going battle mode in front of them. Their hero modes were different from their normal clothes but not by much.

"Fascinating. What do you call that device on your wrist Tanya?" Tech questioned as he marveled at the mechanical device on her wrist. The blonde brainiac saw where he was looking at, and was touched that someone dug her own invention.

"This is my Omni-tool, it's helped us out of a few jams." She said back to him and showed off some of the gadgets inside it. Slam saw the muscle duck and then grinned while cracking his knuckles which surprisingly Grin did the same.

"So, you guys are the heroes of this town?" Danger Duck questioned not sounding all that impressed.

"Yeah, that's right, but these guys are sort of my posse. You see I am the main mallard, the name's Nosedive." The blonde brother said to him with a thumb to his direction.

"Ho, ho, ho it is to laugh. You MIGHT be a leader, but I was laughing at your name. Nosedive, that may be a cool name here, but it does not compare to: Danger Duck." The Loonatic orange said to the other, and that caused an argument.

'Great.' Lexi thought after seeing the squabble and was about to stop it, but felt a hand on her shoulder.

"Allow me." Mallory said to her, and then proceeded to kick both of their butts. As that was going on Ace by now has spotted Duke's sword on his shoulder, and had to ask a very obvious question.

"So, I'm guessin you're a swordsman?" He asked and the gray feathered duck smiled about that.

"The best swordsman at Puckworld." He said and the red head of their team added her own part.

"Not to mention the best thief." She said to them darkly after kneeing the orange duck. She still remembered that little heart to heart team chat in London, and he still stole from them. He may have gotten their stuff back short after, but they got even once they got back home.

"Now, I'm guessin you're a swords-bunny." The duck questioned since he felt some sort of fighting spirit from the man in yellow.

"Yeah, I am. You up for it?" Ace challenged back and reached behind his back for his sword, and Duke grabbed onto his shoulder sword. Both ready to swap steel, but another familiar voice interrupted them.

"Guys, hey guys. You still have that photo shoot at the new lion exhibit at the zoo." A voice said aloud. As the ducks all groaned at that statement while the Loonatics all saw a portly man in a dull blue suit with an outrageous tie, brown pony tail hair with a few papers in hand.

"No publicity stunts today, Phil." Canard said to the man that was taking advantage of the alien ducks.

"And why not Ca-." He saw about to ask, but stopped when he saw Zadavia. "Hello, gorgeous." He said to her in a dreamy way. He began walking over to her, ready to sweep her off her feet, but a silver blade stopped him. "Hey, who ever threw that at me will be sued for almost giving me a heart attack." He shouted in anger.

"That would be Phil, our manager." Mallory answered Lexi when the rabbit pointed at the big man. Wildwing walked over grabbed the human's head and moved it to their old friend.

"That's why we're not into publicity stunts today Phil." He explained to the man who was also surprised to see the web-head.

"Whoa! Spider-Man, boobie, is that really you?" Phil asked knowing that he had just given the web-slinger an opening to open his mouth.

"Who else do you know that makes red and blue long Jones, look good?" He questioned and there was some suppressed laughter. "What what's up?" He asked them, wondering what was so funny.

"Don't you mean: red blue and black long Jones?" The tough female duck said which saw a confused reaction on the red face, so she pointed down. When he looked down he saw that he did not have his Loonatic top half.

"Why didn't you warn me, cottontail?" He whispered to where the super human hearing one heard his words. She just shrugged innocently to him, and knew just what to say aloud.

"You won't need to worry about the top if we stop for some shopping." She said to him, and since he knew that she could be a pretty persistent shopper he nodded his head in defeat. "I hear that you ducks are hockey players?" Lexi questioned to the alien ducks and got a nod from all of them, so she added, "How about a six on six: Loonatics against Mighty Ducks."

"You've got yourself a deal." Canard said without a moment's hesitation. "First, you, and your teams may need to borrow some of our gear." He added and the ducks showed the other heroes the supplies. After suiting up the two teams got set on the ice while Canard and Peter stayed on the sidelines: as alternates; Zadavia and Phil just watched as spectators.

'When I asked them to go to those particular stores, I banked on personalities, but it seems that most of them are matching the ducks blow for blow.' Peter thought as he saw Lexi and Mallory were matching each other perfectly, Slam and Grin traded feathers and fur while shoulder slamming, and Tanya with Tech almost had the exact footing to each other. 'There's just one problem…' He thought before hearing a voice by the goal.

"It's not the team that you guys are having trouble with, it's just that your too afraid to deal with Danger Duck." The orange Loonatic said with pride and then added a bad thing, "I bet you can't even get the puck past me." The ducks all stopped, and had the Loonatics clear the way for Grin, who had the puck.

"It can be done." He said calmly, and hit it so hard that Duck not only hit the net, he went through it and the wall behind it. The two teams stopped their match, and went to see if he was okay.

"What hit me?" Duck said as he tried to stand up. The ducks were just chuckling since this is sort of what happened to their leader when he said the exact same thing.

"Let me explain it in four words: watch what you say." Duke said to the duck since he knew the power behind the brawn boy after all he was the closest when he punched a chunk of snow the size of a boulder with just a punch during one of their publicity stunts.

"Maybe we should call it, after all we were doing this for fun, and I bet Peter has a few more stops to make before you leave." Wildwing said to the teams. Once Danger could walk without stumbling they were able to go see the mall, on the teams terms.

"I would like to know of your clothes changing technology." Tech said to Tanya after they had just left the pond and Ace retrieved his sword. She was more than happy to do so since she could tell that the coyote has had plenty of experience with various science fields.

"Come on, I'll help you find an outfit for your 'friend'." The brave duck said to Lexi, and the bunny knew what she was trying to deny since she was in the same boat with the armored one. As the others went about their business Peter walked back to the same bench, and tried to catch some z's since he knew that this was going to take a while.

"Spidey, oh Spidey." Lexi said to him again, and just like before there was no response, so she did the only thing that she could do. The rabbit grabbed one of Danger Duck's water guns, fully loaded, and sprayed it all over his head which waked him up.

"Okay, okay. I'm up." He announced while jumping high and then landed behind the bench. When reality caught up with him he saw that everyone else had shopping bags in hand. "I take it you guys are done." He said to them, wondering how long he was out for, but shrugged that thought off.

"Yeah, we are. I even gave the Mighty Ducks a copy of the portal technology that brought us here." Tech said to him, and with that the group of fifteen made their way to the entrance of the mall.

"It was good to see you again, Spider-Man." Wildwing said and offered a gloved hand for a hand shake which was accepted.

"Really wasn't that bad meeting your friends." Duke said while glancing at Ace and pointed to his shoulder sword.

"Perhaps next time you can join me for a spiritual living day." Grin commented while giving him another handshake.

"Dude, you hang out with some pretty weird pals, but they are pretty cool even if Danger Duck has an ego." Nosedive said to him.

"I heard that." Duck said to the reckless one.

"Not a bad visit considering the last time we met you nearly totaled the Migrator as bad as Duke." Mallory said to him before giving him a friendly hug.

"Y-you know it wouldn't hurt for you to drop us a line now and again." Tanya said to him, but was surprised that he was the one to give her a hug.

"Don't worry I will." He whispered before separating, and then walked over the last of them: Canard.

"Wish I knew a bit more about you, but you have your own dimension to defend, so I understand. Still nice meeting you face to face." Canard said to the seventh Loonatic, and after their shake the team parted ways on their cycles, but a little after they left Anaheim the team went for flight mode to save up on time; they also went for stealth mode for safety.

"So, what the next stop in our tour?" Ace questioned as he looked down at all of the buildings, and knew that they had yet to hit his hometown.

"A little place called Chicago for a quick visit." He said back and one half hour later they landed in an empty street near a cycle repair shop. When they pulled up to the place of business Peter saw a few familiar cycles just sitting there. "Watch as I get the next group out right away." He told the rest of the team.

'What are you planning Peter Parker." The founder of the Loonatics thought as she watched him pull up to the shop, and stop in front of the cycles on display.

"So, I guess this is where they repair third rate motorcycles." He shouted loud and clear. This caused the team to stare at him oddly since they had a feeling that whoever owned those wheels would not like the lip, and they were right.

"Ok, I don't care if you're a client of Charlie girl, no one talks trash about…my…ride." A gray furred mouse with red antenna and blue/purple armor and a mechanical arm was at the door that went deeper into the building said, but stopped when he saw the person that said it. "Spider-Man?" He said in disbelief as he saw the fallen hero.

"The one and only Modo. Your bros at home?" The hero in question said and asked. It took a few moments for him to shake off his surprise, but he was able to focus.

"Yeah, yeah they are. Along with Stroker and Carbine." The buff mouse said to the spider. In truth he knew of both and he hadn't used his stand by for Stroker for a while, so he was prepared for meeting him, but his serious niece was going to be another matter.

"Then we better meet them. Come on. Let go, go, go, go." Rev shouted to them and rushed into the building. The mechanical mouse saw this and pointed over to the door with a questionable look on his face

"Yep, that's how Rev always acts, but you'll get used to it…kinda." Ace said to him, and the rest of them walked in. When they came in they saw that a white mouse somehow stopped Rev and was ready to attack with a pair of blue glowing disks.

"This'll teach spy's of Cataclysm won't steal any of our secrets." The young mouse said and was about to attack until his vision was blocked by a strangely familiar substance.

"Relax Vinnie, he's a friend of mine." A voice said to the disk wielder. After tearing off the substance and looking at it and hearing the voice he knew who it was.

"Spidey, whoa it is you." He said calmly and then shouted at the top of his lungs, "Hey, guys, get down here and meet an old friend." His voice was carried over to the rest of the place, and almost as soon as he said those words three more mice appeared and one purple haired female.

"Haven't seen you in a while bug-boy." A blonde mouse wearing dark sunglasses and traditional biker gear said to him after deactivating his gloves. The other three put down their guns as well.

"Nice to see that you aren't dead, Spider-Man." The mouse female with long black hair said to him. For the Loonatics Zadavia and Lexi did not like how the guys have sort of become brain dead, or was at least acting like that.

"Before you start drooling in your mask, mind telling us who these guys are." Lexi said after slapping him in the back of the head and trying not to sound jealous.

"Right…well, these are the Biker Mice from Mars." He said to his team as a start not knowing that she would take Carbine's appearance in such a manner, but he soon added while pointing. "That's Stroker - genius with a monster. Throttle - leader on Earth end. Modo - mechanical genius, rivaling if not better than you Tech." He stopped because he saw the challenge in his eyes. "That's Vinnie - the Danger Duck of the team. Carbine - leader of the resistance on Mars." He added and was about to go on, but was canceled out by a friend of his.

"One thing webs, if she's the resistance of Mars; what is she doing here?" Ace questioned to the seventh Loonatic.

"An excellent question." The female mouse started and added, "I haven't gotten any reports of cat activity, so I decided to pay a visit to make sure that these dorks didn't screw anything up." He knew that she was a bit harsh, but he knew that was her way of saying that she was worried about them: especially the one in the glasses.

"Finally, there's Charlene Davidson, but everyone calls her Charley. She's the chief mechanic of the team." He said to her and she gave them all a wave of hello. About at that time a beastly growl erupted and once again they all took battle positions, but as much fun as it would be to milk their worry Peter decided to calm their nerves. "Don't worry, It's only Slam's stomach.

"If that's a growl then what would you consider a roar?" Modo questioned since he too was often a victim of his own stomach. After doing some prep work they were able to sit down and eat.

"I must say that I am fascinated on your motorcycles, what are your secrets of maintaining them." Tech questioned to their cybernetic creature. Modo, of course lived for bragging about his precious Hard Case, so he began to talk about upgraded cycle components. There was other discussions with the others as well: Stroker to Duck and Rev. Lexi to Carbine. Zadavia to Charley. Slam to Vinnie (eating contest mostly), and Ace to Throttle.

"When you came in your fists were glowing, I wonder if your skills could handle my eyes and sword." The swords bunny said with his eyes getting ready to fire and the sword was drawn.

"That sounds like a challenge, big ears." Throttle said and activated his gloves, ready to start a brawl. The females saw this and Throttle's higher up knew how to handle this.

"Just a moment." She said to Lexi and then before a shot from the eyes or fists could be fired she took both of their heads and slammed them together causing them to almost be knocked out.

"This is supposed to be a calm visit, so we don't need you blowing it, and keeping the web-head away." She shouted at the two down heroes.

"Is she always like this?" Ace whispered to the biker.

"Pretty much." He whispered back even though that he had a feeling that she heard their conversation.

"I can hear you, you know.' She informed them and then grabbed both of them by their ears, and forced them back to their feet. "Now settle down unless you two want to answer to me." She said to them before walking over to the others.

"Not to seem rude, but maybe we should get going. After all Spider-Man does have more stops for us I bet." Lexi said to the group while trying not to sound ungrateful of meeting them, but she knew that the arachnid often chose protection over visits.

"Your probably right, and don't worry everyone here has seen the man behind the mask." Charley said to the rabbit, and then looked at the ceiling where the hero in question was just standing.

"I don't need to change, so I'm good." Peter said to them, but had a gut feeling that what he said wasn't going to fly over very well.

"Come on, Pete, we already bought some clothes over here in this dimension, and made the necessary changes to the clothes while your were napping." Lexi said to him and she knew that he knew that she was right so she added, "Besides we still need to give those camouflage chips on our cycles a shot." She then waited for his reply.

"Alright, alright, you win." He told her and then looked over to the runner of the shop and asked, "You mind?" She gave him the 'go on ahead' gesture, and so they did which Slam had no problem of leaving Vinnie since he had eaten all of the Hot Dogs and chugged the soda before the mouse knew it.

"We'll each take a room and change." Lexi informed and they did just that, and to prevent Danger Duck's busy beak Zadavia took Charley's room and Lexi took Carbine's room. Their outfits were about the same blue jeans, but shirts that supported their colors, and thankfully to some of the heroes in this dimensions they held shoes big enough for them.

"I know that you guys said that your enemies haven't been seen lately, so if we need some extra help can we count on your help?" Tech questioned while handing their leader, Stroker a jump drive that held info over the device that brought them here.

"Thanks this might come in handy." The gutted mouse said to the tech-head.

"And if that day comes I hope to see you two again." Vinnie said to Lexi and Zadavia, trying to be smooth before Ace pulled his sword from his back pocket, and showed it to the flatterer while Pete just webbed up his mouth before putting his shooter back. Once again they took flight and stealth while waving before they faded from view.

"Please tell me that the next stop is New York." Danger Duck said since he didn't really like being far from his home, away from his obsession; even though that Charley, Mallory, and Carbine were lookers, and knew he stood a better chance than the other males.

"Yep, in fact let's land here." He said to them and then dived down with the others following his lead. "Here is where you guys need to turn on the camouflage chips." He informed them and they did just that. As the seven bikes obeyed the rules of the road they followed their guide all the way over to a small park with a building.

"This is our first stop of New York, Peter." Zadavia questioned, wondering what his game plan was even though that walking in this park with Ace…and the others by her side wouldn't be half bad. The person in question checked the spidey tracker, which he had with him since he first met the Loonatics, and saw four signals and a few others.

"Yeah it is, but I think there is a better way of getting in with our bikes." He told them and tried down a different road with the others right behind him. He kept on riding until they came to a river, but had to stop just before the guardrail.

"Now what?" Duck said not really trusting his direction since he and the others knew that he web swung, so what would he know about the roads. Peter ignored his question and looked at the rock wall beside them, and that's when he saw the answer, an overgrown pipe.

"We go through there." He said and pointed over to the pipe. Since he was a good man he had to find a better way then going through the guardrail and that was when he saw an old dirt road that lead to the river. After taking that they were able to drive on in not knowing that they had set off an alarm.

"See. I told you that we did not need a grid over the pipe." A voice said to the others in a matter of fact tone. The ones that were within earshot still did not like how he was taking this.

"That may be Donnie, but that does not excuse the fact that there are about seven people coming this way." Another said before adding, "Everyone, stand ready." He and the other three unsheathed a bo staff, nunchucks, sais, and katanas. There was even one that held a hockey stick. The team stood there ready to intercept until gray strands came at them, and was able to tie them up, in a stalling fashion.

"An ambush, just for me." A voice said in the tunnel, and at that moment after hearing the voice and knowing the style of quip they knew who it was; the webbing did help.

"Very funny, bug-face, just wait till I get free so I can show you how much I love you comin back." Raphael growled while struggling to get free. After a few moments both and the others were free (since he used his thinnest line).

"So, I take it that this is where you were after you disappeared?" A rat questioned after seeing the other animals around him. The ninja master knew that the warrior was not dead because he could tell that the arachnid was still around, somehow.

"That's right, Master Splinter." Peter said to them and the added, "These are my friends and fellow crime fighters: the Loonatics. Ace is a swords-bunny, Lexi is as ALMOST as agile as me. Rev is a fast runner and talker. Duck is…Duck is…a teleporter. Slam is both muscle and tornado starter. Tech is the brains of the bunch. Finally there's Zadavia the one that brought us all together." As he introduced them he pointed to each of them.

"A fellow swordsman, huh?" A blue masked turtle said while grabbing the handle of his sword. The gray furred swords bunny took the challenge and got out his sword. The moment that it was unsheathed the turtle could sense an almost mystical aura around it, and that was when he remembered that Spider-Man was out of town when they had to deal with Demon Shredder. "Before we exchange steel perhaps we should introduce ourselves." The swords-turtle said to them and started, "I am Leonardo. The one in purple is Donatello - our brains of the bunch. The one in red is Raphael anger incarnate. Michelangelo is…is…the party animal." As he said that he pointed at himself and his brothers.

"I will take it from here, my son." The gray furred one said and then went to it. "I am Splinter the father of the turtles, and father figure to the others. Casey Jones - the one with the sports equipment, and April O'Neil the one by the computers." He said while pointing to the two other humans. Peter saw them waved, and saw that they too missed him, but then he noticed a couple new faces.

"Ok, Master, I know that there's Leatherhead, who had to get his own home after what that sadist Bishop did to him. Angel - a friend of Casey's, the Justice Force, Uncle Augie, Lord Simultaneous and his apprentice, Usagi along with the others at the tournament, and Professor Honeycut." Peter said to the rat and got a nod after saying a few of their friends, but then added, "So who are those two since I don't remember meeting them?" The older man knew who he meant, and was happy to explain, but Raph beat him to it.

"While you were with your new pals we had to deal with a Demon Shredder, and after that a fan-girl that's into me came after us, and the Ninja Tribunal forced the blue masked one on us." The red masked turtle shouted in anger while pointing at the couch for the two in question.

'As always Raph, subtle, but that does not give me their names.' Peter thought and was about to take to initiative and meet them, but they beat him to the punch. A humanoid turtle with a light blue mask and yin yang symbols along with a salamander like creature with brown hair and a fondness for pink walked over to the new eight.

"I am Venus, and this is Mona Lisa." The female turtle said politely to the Loonatics. The others greeted the two politely back. Soon after they went their separate ways Leonardo and Ace tried sparing one sword to two, Raphael arm wrestled Slam while keeping Rev's beak shut with the other. Tech and Donatello got to work on some inventions, and theories of why Spider-Man was spared.

"Ok, so, our fearless leader is sword dancing. The eggheads are chatting, Slam is arm wrestling a turtle, and Rev is having his having his beak tied. Guess there's nothing else for me to do." Danger said and was about to meet the two girls until he was interrupted by the orange turtle.

"What about it duck, up for fighting me on my latest video game - Zak 20?" Michelangelo said to him pleading that at least one of them, outside of Spider-Man, was into what he was into.

"Sorry, but I have more important things to do." He answered back and resumed his pursuit to the females. That was when that they were chatting with Lexi, and was about to go to them until he heard Mikey talk again.

"I guess your not a duck after all, your just a big chicken." He said and that was when he got angry.

"No one calls Danger Duck a chicken, and gets away with it." Danger said and added, "You want be to play your game then you got your self a player." The two headed to the television and got ready to play the game. Peter also saw that Zadavia was speaking with Splinter.

'No doubt comparing teams.' Spider-Man thought as he saw all of them in action, and decided to watch and enjoy the sight. After two hours of talking, swordplay, arm wrestle, and video games the eight were ready to head to the next location.

"Knowing you Peter, you probably want to go to see Derek and his family." Donatello questioned even though he had a feeling that he was right.

"You got it amphibian big brain." He answered back and somehow knew what he was getting out despite not seeing him in a while.

"Thankfully I built a tunnel that will have you only a stone's throw away from his front door." The purple masked one said as he and the others watch them board their motorcycles and drive through the tunnel.

"I understand that you were going for similarities for the others, but what is the story of meeting these other people." Tech questioned to the New Yorker since he understood why he met Tanya, Modo, and Donatello, but what did this new group has to offer.

"Just like the others they are friends of mine and they had dealt with a foe similar to one of ours." He explained to them as they were going down the tunnel.

"Which one could that be? We have encountered several." Zadavia combo stated to him while holding on to Ace.

"The Ringmaster. Remember how he turned us all into fuzors?" He questioned and got a few nods from the lot of them and added, "Well, these guys sort of went through the same thing." The others wondered what he meant by 'sort of', but they knew they were soon going to get their answer.

"Well, this is the place." Peter said as he gestured to a pair of big, thick doors of steel. They just stared in awe over what he was showing them, all of them thinking that his latest friends were real New York giants. "Hey, Talon! I know you can hear me. Let me in!" He shouted to the door, and after he said that the pair of big doors opened.

"Loonatics, get ready; just in case these guys aren't big on visitors." Ace ordered and all of them got off their bikes and prepared for battle. Out of the doors came three cat-like creatures. Each had bat wings and claws, but their choice of cat was different: a black panther, Siberian tiger, and lioness.

"It's always good to see you, Peter. Considering, you know, your supposed to be dead." The panther said to one of the humans in the group. In truth the inter dimensional team wondered how long they were going to hear that line.

"Well, you really can't believe the papers these days." He countered and then added a bit more even of emotions, "How about you let me and my friends inside?" The leader of the three nodded and let them wheel their vehicles inside.

"The first thing is, even though you guys have done it before, are introductions." Talon said to them and decided to spare the web-head the trouble for his group. "I occasionally go by my first name: Derek Maza, but I have a tendency to be called: Talon. These are my family - the silent one is Claw." He started and waited for the tiger to give off a timid wave. "And this is Maggie Reed Maza." He said and pointed to the nervous female feline. As soon as he said that Peter saw the rings on the two's fingers.

"Okay, wow…just wow. I guess I am a little behind the times." Peter said to the two, and that was when he also finally realized the slightly bigger stomach on Maggie. "Anyways this is my team - Zadavia is the founder. Ace Bunny - is the field leader and swords-bunny. Lexi Bunny is the agile one, second only to me." He started with those three and then got a taste of a brain blast to the bum, despite his reflexes. "Okay. Okay - is the best in agility, happy?" He counted while looking at the orange rabbit with the pink top and blue jeans.

"It's a start." She said simply and added, "Well, what are you waiting for introduce the rest." He let out a frustrated sigh as low as he could, but he knew that she still heard him.

"That is Slam Tasmanian - the muscle. Tech E Coyote - the big brain. Rev Runner - the racer. Danger Duck - the third best comedian." He finished to them and added, "And then, well, you have me." There was a bit of charades from the tiger, and the leader knew what he was asking.

"I couldn't agree more you two must be starving." Derek said after deciphering the hand signs. He received happy garbled speech from the brown furred devil.

"That's Slam speech for - we're in." Peter said back to his old friend. He saw a table over by some of the homes that hold New York's homeless. 'Probably got that from our old friend Xanatos.' He thought as he advanced over to it. He saw that Maggie and the others were trying to set the table, but the Loonatics didn't want to be a bother, and that was when the arachnid had a plan. "I can fix it up fast. Rev, you mind pal?" He questioned to the runner.

"You got it Pete." He said and off he went: setting a table cloth, dishes, silverware, glasses, and what he believed to be their food. The eleven then sat down and began to eat. The fuzors of New York could tell who had the biggest gut for the team while they were chowing down.

"Too bad that you have chosen this time to see us. The others are still resting." Maggie said, having a feeling that Broadway wouldn't mind a buffet contest with the big one. They all ate and talked, or sign language, to one another.

"Hey, what's up with mitten's? Why doesn't he talk?" Duck questioned insultingly. As soon as he said that there was a very bad chill in the air.

"He been mute ever since his transformation. We do not know how, but we prefer not to pester him about it." Talon said in a dark manner, like saying for the mallard to drop it or he was going to rip that beak off his face. The rest of the meal was pretty average, and that was when Peter remembered the box in his ride.

"I'll be right back." Peter said to them and then booked it to the motorcycle, and took out the shoe box. As he walked over to them Lexi remembered the picture, that she still had on her, but said nothing about it. "Truth be told we had a little incident involving splicing." He informed them and then showed his labyrinth friends what he meant by showing images that he got of that adventure.

"Wow, these are something." Derek said to them after seeing all of the strange pictures. He then added, "Sorry about this." As soon as he said that the cat fuzor began laughing at how ridiculous most of them looked - mostly Danger Duck. There was one thing that his wife saw that the other two did not, but didn't say anything.

"Since Slam ate most of the food, how about we guys do the cleaning, and you ladies take a break." Ace suggested to them, and despite Duck's complaining the men of the table went to clean the dishes while the girls relaxed. Zadavia went to see the citizens around them while the animal women had a bit of a private conversation.

"Judging by the about of pictures that Peter had on him, and how was on each one I guess we can both agree that he likes you." Maggie said and saw that her comment caused the young rabbit to blush because of it.

"Maybe a little bit." Lexi tried to counter, but saw in the feline's eyes that her statement had no affect of changing her mind. "Perhaps you're right. I mean this picture came out of it after he picked it up." She explained and then pulled out the picture she found earlier.

"That really is a beautiful dress." The lioness said to her after looking at the picture, and then waited for the purpose of such a picture.

"Thanks, I guess that is one thing that any woman has - great fashion sense." Lexi said back to her and added, "I wore this when we were trying to capture a gravity manipulator by the name of Massive." She then rubbed her chin and finished with, "I still don't understand why he had this in it." The cat could only smile since she too sort of went through the same troubles with the strong willed Derek.

"Since you showed me this allow me to show you something as well." She said and then left the table with the rabbit close behind. After a bit of walking she carefully bent down and moved a stone tile to reveal a hidden compartment with a container inside. "This container has in it a few pictures that Peter took for me of me." She explained and was about to reach into it, but Lexi took it out for her.

"Sorry, I just thought it would be easier on you." Lexi apologized to the fellow female for her actions.

"It was. Thank you." Reed said to her and then added, "Follow me." The two went to a more secluded spot of their home and then she opened the container. "There you go. Take a look at them." She offered and the rabbit did just that.

"These are fantastic!" She exclaimed after just a few of them.

"That's one thing that Peter exceeds at - photo making." Maggie said and just watched the bunnies facial expressions. She was grateful of the shopping trips that Elisa, Fox, and even a reformed Demona took her on. Lexi saw that the outfits were of basics such as dresses, swimsuits, casual outfits, a few business suits, and even a few wedding dresses. Then there were a few that had…advanced outfits shown, and when it came to them Lexi put all of the pictures back in the container in a rush.

"So, what was this for?" She questioned while trying not to sound annoyed over some of the poses on those pictures.

"Just to show you that if he had a picture of you in that dress, and of you in that spliced form then he must really care for you." Maggie said to her and then added one other thing in order for defending Peter. "As for those other pictures I asked Peter to take them, so Derek could lighten up a bit." Lexi had a feeling that the panther really didn't trust them when he first saw them.

"Well, it looks like they worked." She said as she gently placed a hand on her stomach, and smiled. 'If we became this serious what would be the end result?' She questioned to herself after removing her hand. Once the dishes were done they all got ready for the next stop.

"Hey, Tech." Derek started to say when they were boarding their motorcycles which got their attention. "I appreciate the offer of returning us to normal, but after so long we kind of gotten used to these bodies." He continued since that was one topic while they were cleaning.

"I understand." The genius said after hopping onto his seat. The wall-crawler put his box back into the seat, and climbed on.

"Well, see ya next time, Talon." He said to the big cat. "Okay guys, time to meet the next piece of my friends." He said to the others, and they drove off. When they were gone Maggie turned to Derek and asked a simple question.

"Don't you think we could have told him?" He looked at her and smiled, knowing what she was talking about.

"What? And spoil his surprise?" He questioned and as he and the others went back to life Peter had hit a slight snag of meeting the next group of friend.

"How to get to the mansion from here?" Peter thought aloud while looking from side to side. Because of his absence of New York he was still trying to get his bearings. 'I guess I can try what was seen on most high speed movies.' He thought and then turned left and the others followed.

"Are you sure you know where your going, Peter?" Lexi questioned, deciding to catch up to him, and talk to him with her discussion with Maggie in the back of her mind.

"Sort of." He answered and added, "Remember it's been a while since I was last here." They understood that much, and as they traveled through a clean maze of pipes Peter was reminded of another group that he hung with mainly when his body was going through an evolved change. "Oh man. Guess for this part stay perfectly silent." He issued to them while driving nice and slow.

"Or what, we're going to wake up the algae. Oh, I'm so frightened." Danger said to the arachnid which his words went unnoticed. The only thing that Peter was concerned with the presence of one person in this location.

'Who knows maybe Caliban is still out of town?' He thought since Jubilee tried to keep the arachnid over what has happened to them. When he took another look around he didn't see anyone. ' Maybe they cleared out.' He thought after a quick look around, but as soon as he thought that they were attacked from the rear.

"Intruders will be crushed." A voice said and just like that a balding man came from behind and charged at them. Before they knew it he picked up Rev's cycle and slammed it onto the wall; thankfully he was able to get off of it.

'So much for this being a quick visit.' Peter thought as he saw the one he knew was Sunder. Naturally the Loonatics surrounded him, not knowing that their true selves were exposed.

"Animals?" The big man questioned as he looked at six of the eight and that was when a funny idea came to mind. "Hey, Piper, we actually got a use for you." He shouted into one of the tunnels, and just like that another person came into view. This person wore better clothes then the first, but also held a pipe.

"Well, this will be a challenge." He said when he realized that they were humanoid. He tried his luck just the same, and at first they didn't feel anything, but after a while they stood before him.

"What's going on?!" The brown haired human demanded to the man. He was ignored and saw that the man started to play another song and that made his team dance for him. "Alright that's it." He shouted and was able to pull out a shooter and gum up his pipe. He followed that up by giving him a good punch to the face finishing with, "Put a sock in it." Before he could check on them he narrowly missed another attack.

"Impressive, not a whole lot of people can avoid my attacks from behind." A female's voice said and tried a few more shots again which also missed. When he had the chance the old hero saw that it was the mutant Electric Eve.

"Okay that was weird." Tech said as he got to his feet, still shaking his head over what has happened. The others were doing just like him, and that was when that they saw their seventh man.

"Shake it off, Peter needs backup." Ace ordered and that was when they tried to help dealing with her, but others showed up. A light purple man went after Tech. Slam took on Sunder. A gray skinned man was Rev's opponent. A gray, almost black, skinned man was after Lexi. Duck had to deal with a man in an armor shell. Ace was the only free one, and he took advantage about it by charging at the white haired woman.

"Hang on Pete. I got your back." He said and unsheathed his sword, but was also stopped by some locals, but he was special he had to take on two. One was a man with his hair standing straight up and tattered clothes while the other was a very beautiful woman.

"You aren't going anywhere stranger." The one with the green shirt said and then the female transformed into a dragon like creature with fangs, claws, and back with a ridge of spines.

"That's new." He said and tried to use an optic blast, but the other took the hit and returned it, but the bunny dodged it. "So, is that." He said after he saw the other's abilities. As the swords-bunny tried to deal with this the others were also having problems.

"Your fast, but you can't outrun me." Rev's opponent said and counted with his specialty - tar. As that was going on Tech was trying to knock his opponent unconscious, but so far: no luck.

"Man, no matter what object down here I use this man is able to burn it." The coyote noted after tossing a pipe, but no affect. Slam was level with Sunder, but Duck wasn't doing so hot.

"HA! Is that the best you can do!" Duck's opponent said as the eggs weren't doing anything to him; even his tar eggs weren't helping. He was soon railroaded by his opponent. Zadavia saw all of this and was about to play negotiator until she felt something grab her arm and when she looked there was an elderly woman wearing almost winter gear.

"What's the matter, sweetie? Got a catch of the plague?" The woman questioned before making a successful touch to the blonde woman's face, and at that moment she was starting to feel strange. Ace saw what was happening to her from in between his two.

"NO!" He shouted before throwing his sword right in front of the attacker with her connection to Zadavia severed the founder of the Loonatics started attacking her attacker with aura attacks.

"Take her down." Lexi praised before finding herself up against the wall with one of these creatures cutting off her wind. By this time Peter webbed up his fist and was able to knock out Electric Eve with a punch.

"Okay let's see about the others." Peter said and took a quick look see. "Zadavia has Plague taken care of. Ace is going up against Scaleface and Erg. Slam was with Sunder. Duck was trying to take on Litterbug. Rev was dealing with Tar Baby, and Tech has his hands full with Cell." He said when he spotted them and that is when he saw a bad sight.

"Maybe if I knock some sense into you then maybe you'll listen to Piper's song." The creature said and reared back his fist ready to wake her up, but it was being held up. "What the?" He questioned and saw the brown haired one hold his arm with anger on his face.

"HEMINGWAY! Never! Ever! Threaten her!" Spider-Man said in anger and then forced him off of her, and with all his might threw him.

"Peter…I…" Lexi said after she could speech, but the problem was that she was still speechless.

"This is one shell of a visit, huh?" Peter said to her while combing his hair with his hand, and added, "Well, gotta run." He then charged at the one now known as Hemingway for another go. Lexi saw that without his sword Ace was going to need some backup. While all of this was going on there were three that stayed in the shadows watching.

'If that is who I think it is then this is pointless.' A female of the three thought while watching an old friend, that seemed like a traditional grandmother, walk over to the boy. Her power was that of emotional manipulation which can only happen through touch, but that was a problem since as soon as she touched him something…primal lashed out at her.

"No. Not him. Not him." She muttered while stepping away. When the female in the shadows saw that she knew who he was.

"That creature was the only thing that she can't handle." The woman said and finally put her stop plan into action. "Get going." She told the two, and they left their shadows beside her and went to the fight.

"Excuse me. Um, excuse me. If I can have your attention." A tall but thin creature said to them, but being timid they couldn't hear him, so the other one stepped in.

"Please let Leech help." A small green creature said and just like that nullified the power of everyone there, so they could stop. This action caught them all off guard, and they stopped their conflict.

"What has happened to all of our special abilities." Zadavia questioned when she realized that her aura attacks have stopped, but she was still fine. The two sides gathered together. With all of his powers gone, and no glasses in sight he had to just be careful getting to the others.

"Sorry for the attack, but you eight DID enter Morlock territory, so it was only fair." A tough female voice said and just like that a woman with short black hair with an outfit circling around orange and purple walked over the two of them. "Of course since you are with an old friend of the Morlocks will let this pass. How are you feeling, Spider-Man?" The woman added ending with a smirk.

"Hey, Callisto. Just great, but Leech, pal, do you mind giving us back our powers." He answered her while trying to see them since his power did help him with his vision, and the little green man nullified ALL powers.

"Oh, of course." The creature in question said and deactivated his power.

"Thanks." Peter said in an appreciative tone once he felt his powers return to him. "Your people can still kick some butt." The unmasked man said to her and then added, "But it feels as though there's one missing." At that moment another girl creature came out of the darkness, and right to the photographer.

"Spidey. Spidey." The girl said while she ran which caused him to go to one knee and ensnare her with both arms. After a small hug he looked at the young Morlock, and could see that she was at least three years older.

"Hey, Mariana, good to see you." Peter said as he looked at the blonde haired youth.

"Where have you been?" She questioned in an innocent tone. He did not want to tell her the truth since she was too young to deal with that kind of information.

"It's busy on the surface, so I guess I lost track of time." He answered her and then hung his head in shame. She could see his sad mood and decided to do something about it.

"It's okay, Spidey." She told him after giving him a slight peck on the cheek. He was a bit bashful over what she had done.

"Um, thanks." He said to her and then stood up after putting her down. He then looked to their leader Callisto and asked, "Well, do me and my pals have the okay to leave?" She looked at the eight, and the cycle with the minor damage before looking back at him.

"Sure. Get out of here." She said and after the eight gave them a nod, and they're thanks the team left them. "So, he has feelings for the orange one. I wonder what his reaction will be once he gets to the mansion." She muttered to herself, and as for the Loonatics they all used the stairs that connected the subways to the surface.

"Good. We're not too far off from the mansion." He said when they were back to street level. The team then drove down for a bit longer until they saw a stone building with a iron fence entrance. "There's our next stop." Peter informed to the others while going through the unusually open gate. Thinking nothing of it they continued until they were to the front door. "Just wonder who's going to answer the door." Parker said after knocking on the door, and when it opened he saw that it was Jubilee still adorned in that yellow trench coat of hers and the same glasses.

"PETER!" She shouted in pure surprise before wrapping her arms around them and letting tears of joy run down her face. In truth she hadn't been this happy since Xavier had returned from the Shiar fully restored.

"Yeah, yeah, it's me Jubilee." He said to her in a tranquil tone. After a few moments they parted ways and just looked at each other. "So…are the others around?" He questioned since he did not dig this creepy awkwardness. The answer to his question did not come from the female instead it came from a familiar voice from behind her.

"What's with all the yelling, kid?" An angered voice said with a groan of discomfort. A man with wild black hair, black shirt, blue jeans, and a whole lot of hair walked over to them, and in that instant Spider-Man knew who it was.

"Well, well, well; you've been on this planet for a for a few millennium and your still as butt ugly as ever." Peter said, which in his own way, meant that he was grateful of seeing Logan still standing.

"Nice one, bug. Surprised that mouth of yours hasn't killed you yet." Logan said back to him with an edge to his voice. An edge that Peter knew meant for him to keep a lid on it. Soon the other members of this team arrived, all but Rouge who was now returning from a shopping spree, but wouldn't get there for a while.

"So, you have encountered a woman with my abilities." A white haired woman that they now know is Storm questioned after hearing of their adventures. In truth all of them were happy that Spider-Man had made friends, but more importantly would be the fact that he now had a team.

"That's right Storm, but she called herself - Weathervane." Peter said to her. The arachnid was grateful that they were able to get done with the introductions quite easily, and without interruptions. The eight were now about to talk of their latest opponent - Optimatus, but Charles interrupted them.

"My apologies, Peter, but I thought that you would like to know that Rouge is on her way back here." Xavier said with a coy smile, knowing what he was planning on doing. Peter leaped onto the ceiling and crawled away while a woman in a green and yellow outfit with red and white hair came walking in.

"Sorry, I'm late comin back Professor. Ms. Marvel wanted to see if I still had her powers, so I lost track of time." The new arrival said after walking into the room the others were at. She saw her friends/family and then she saw the Loonatics. "Now who are you guys?" She asked them with a southern twang in her voice.

"My name is Zadavia and these are the Loonatics - Ace Bunny, Lexi Bunny, Rev Runner, Slam Tasmanian, Tech E Coyote, and Danger Duck." A blonde woman informed while pointing to each of them. After taking a good look at them she began to laugh.

"Sorry for laughin, it's just you guys would fit perfectly with a friend of mine's personality." She said to them and then became awfully silent for remembering of her meeting him. As she was in thought a familiar man came down behind her on a line then used his feet to keep him on the line, and cupped his mouth with his hands.

"Yo, Rouge, what up!" He shouted through his hands which caught her off guard, and fall flat on her face.

"What in tarnation?" She shouted in anger before turning around and saw who it was. "Peter?" She questioned while getting back to her feet. He saw her reaction and decided to use his sense of humor even more.

"Jeeze, what is with you guys? It's like you've never seen a dead guy before." He commented before landing on his feet. The absorbing woman floated over to him, put her hand over his mouth, and kissed.

"You know never to sneak up on me." She said teasingly back to him, and was happy to see him turn red; not noticing the orange furred one go green eyed. About that time a new laugh, a laugh that Peter knew that he would never hear again, entered the room.

"So, that's your famous sense of humor, eh Peter?" They all turned and saw a red haired boy walk into the room followed by a red haired girl, and a gray haired woman.

"Hey, tiger, been a while." The girl said with a smile out of seeing his expression.

"I hope you've been eating well, Peter." The gray haired woman said, and when the three new arrivals sat down Peter went slack jawed.

"Wh- what's the dead guys walking and talking?" Peter demanded before falling to his knees. By now the rest of the X-Men started laughing since all, including Logan, were in on this surprise.

"That's the pot calling the kettle black, wouldn't you say Peter." Beast said before seeing the hero walk over to them and hug the females and a handshake to his old friend.

"Seriously, what's going on." Peter said to them after calming down his emotions. The mutant team calmed down as well, and decided to tell him all that they knew.

"We were forewarned of the disaster by someone calling herself - Madame Web. The forewarning came to us in the form of a riddle." Charles said to him and added the riddle, "'A family will meet a demon, a fool will fall, and a hero shall rise.'" Peter thought of it, and knew that they made the right call.

"How did you know when to save them?" He questioned to them since the riddle never said when it was going down.

"Thanks to Logan hearing the engines of the glider the goblin used we knew of the day that it was going to happen." Scott said and was grateful for once to have the grouchiest man he's ever met be home with them.

"We didn't know what was happening." Aunt May said sending all of the attention her way. "I was about to show Mary and Harry our photo album, but all of a sudden Nightcrawler poofed in: dropped something on the floor, grabbed Harry with his tail, and Mary Jane and I with his hands. Before we knew it we were in this mansion." She informed after they were facing her.

"The device in which Kurt left behind was the holo-cube that you 'borrowed' from Mysterio." Hank informed the youth when he saw the spider scratch his brown hair out of confusion. "While they were here we told them everything about you." He added and that caused the old New Yorker to look back at her.

"I am very proud of what you have done, and I understand why you kept it from me." She said and that caused him to hug her again. "Besides I did have something to show them after they told me that." The aunt said, and that was when Peter saw the section of the album she was holding.

"Well, it was good to see you all again, but we got to go." Parker said after releasing her and about to make a mad dash to the door, but was stopped by his mother figure.

"Would any of you like to see Peter's baby pictures?" She asked the rest of his team. The seven others turned to the spider who was on his knees begging for them to not do that, but one of them spoke.

"Let's see those baby pictures, Miss. Parker." Lexi said and walked over to the three.

'Just to spite me, cottontail.' He thought, not knowing that two others caught that thought. "While your doing that I'm gonna go some place else." He informed them and left, but not before trying something. As soon as he passed the other doorway into the room the others were in Peter fired a line and was able to snag the book.

'That little sneak.' The pink Loonatic thought after seeing the stunt since she was right beside the line. Through the corner of her eye she saw Peter getting ready to yank, so she used a low level brain blast to fry the connecting line.

'Here we go.' He thought and pulled, but only landed flat on his back. 'What the heck.' He questioned before seeing that the other end of the line was blasted off. "Time to try a different idea." He muttered aloud before disappearing into the sub-basement. While he worked on a trinket for them, that symbolized the eight of them, the others got to know each other better.

"No ball a hair is gonna beat me in arm wrestling." Logan groaned as he and Slam saw which one was stronger. Peter made a purple triangle with a holo-image of Slam Tasmanian thanks to Beast's lab.

"How about a quick draw contest, doc?" Ace challenged Scott, who had switched his glasses for his yellow/red visor. While the beam blasters were seeing which had better reflexes the web-head made a yellow triangle with an Ace Bunny holo-image.

"So, that's your super power making fireworks, oh big deal." Danger Duck sassed after seeing what Jubilee is capable of since they tested explosive eggs to mutant powers which caused him to see spots. While he was making a fool of himself Peter made an orange triangle with a Danger Duck holo-image.

"You might be fast my fine, feathered friend, but Gambit is faster." The card dealer was trying to hit the runner with one of his cards. As they were testing that Peter made a red triangle with Rev Runner holo-image to boot.

"Fascinating. Truly magnificent." Hank said as he analyzed a sample of Tech's DNA, astonished by the structure. As the two were diving into that Peter just put the finishing touches on the green, holo-inducing triangle.

"I understand your statement, Zadavia. A team of mixed personalities is a hassle, but at the same time it is also enjoyable." Charles said as he, May, and Zadavia were speaking of the Loonatics, and the X-Men. Peter was finishing up a white triangle.

"I might be wrong, but I think there might be something going on between you and Peter." Jean Grey theorized to the bunny in question, and by this time he was getting done with a blue triangle.

"What do you mean?" Lexi questioned nonchalantly to the red head.

"After you agreed to see the pictures the name cottontail came from Peter's mind, a nickname for you I can only imagine." The psychic class countered and understood the timid of this situation since she was admittedly like that when feeling for the field leader came into play. As they discussed that Peter was finished with the pink triangle.

"There, finished." Peter said after sliding the eight slices into one whole. "Time to get to the others and get out of here." He said to himself before racing back to the upper home. By this time the others were finishing up with their meetings, and they all saw Peter.

"So, are you ready to go home, Peter?" The founder asked to him before seeing the strange octagon shaped shield on his left arm. "What is that?" She asked him kindly.

"This is a parting gift for the X-Men." He said and showed all of them the object. "Eight individual pieces that can slide out, and each have an image of each one of us." He informed and demonstrated what was just said. The former New Yorker walked over and placed it on the coffee table in the center of the room.

"Guess we should go." Tech said to them. Grateful that he gave Beast the blueprints to his device. After the eight said their goodbyes, and promises to invite them on holidays, the Loonatics boarded their rides and were about to go home until the blue brain stopped them.

"A moment Peter." He started and that caused them to look at him. "Before your…vacation you asked me to find your parents tombstones." He reminded and after he got a nod he added, "I found them. Here's all the information needed." Peter took in and nodded to his fellow big brain.

"Slight detour before going home guys, but trust me, this one is needed." Parker said to them and drove to the address with the others right behind him. As they drove to the next spot Lexi could only think of one traditional thought.

'Why are we going to see his parents tombstones?' When they got there and dismounted Peter walked over to the entrance, but glanced over the edge when he knew the others were right behind him.

"I'll handle this guys. Mind waiting outside?" He said and questioned to the others, not wanting to seem rude; this was just one thing that he often wanted to do alone.

"Beast said something about your parents, so why are we here?" Duck started to say in anger and added, "I mean you said to us that your…parents…are…dead." Near the end he realized what he had just said and the anger from Peter.

"Yes. Yes, they are." He responded solemnly. "Now, please guys, stay here." He said after taking a deep breath. He was about to go inside until he felt something grab his arm, and when he looked to his side he saw that it was Loonatic pink.

"Please, Peter, at least let me go with you." She asked in an almost pleading tone. He wanted to say no, but when he looked into her eyes he could only nod to her comment. The two went in while the others stayed behind watching the entrance. The web-head followed the directions to the letter, and that's when he saw them and knelt before them.

"Mom, dad, it's me - Peter; your son." The child of Richard and Mary Parker said to the stone. "I've done almost well in your name with my powers. I've made friends, and am even a part of a team." He added to the stone. The bunny behind him saw this and thought that it was sweet, so she joined in.

"Mr. and Mrs. Parker my name is Lexi Bunny, a friend of your son's and I can vouch for his statement. Our team would be dead without his help." She said after she knelt before the stone.

"Thanks." Peter whispered to her after placing a hand on her shoulder, grateful over what she had said. After standing up the two decided to leave the graveyard, and join the others.

"Do you think they would like me?" Lexi asked him with her head to the sky. Peter looked at her, wondering if he heard her right.

"I'm sure they would have, cottontail." He said to her, and that's when his 20/20 vision saw something behind the tree at the end of the path. "How about you go to the others. I'm gonna visit my Uncle and then I'll be right up there." He told her with a reassuring smile, and she gave him the nod.

'I hope there's nothing wrong.' She thought as she left to the others, hoping that Peter was just fine. Peter on the other hand knew that he had to deal with this individual.

"What do you want, Fury?" He asked with his back to the tree. A traditional gruff black man with one eye patch emerged from the other side of the tree and walked over to the former scapegoat.

"Nothing much. Figured you'd stop by here after you found a way back, so I waited." Fury said calmly and expected him to be angry for the fact that they didn't stop the goblin.

"Is that all? If it is then I have to get to my friends, I wouldn't them to leave me here." He said casually back; in truth he wouldn't mind beating the crap out of this man, but he knew that it wouldn't matter since he now knew his family was alive.

"Actually I was going to offer you a place as an Avenger, but after seeing the tenderness between you and that girl I can see that I'd be wasting my time." He said to the boy and saw that his sentence got his attention since he was facing the bald man now. "By the way we were able to salvage a few of your things; thought you might like them." He added and presented an average case, and when it was opened it housed a few comics, a hacky sack, a yo-yo, and a mini poster of a Ghoulish movie.

"Thanks Fury." He said and then the two walked over to the entrance. The seventh Loonatic could see that the man was about to ask about Lexi, but was interrupted by some arguing from the entrance.

"We better stop them." Nick said and the two rushed to the entrance, but when they got there they didn't see a full on fight, but instead average arguing: Duck to Hawkeye about weapon choice, Rev and Quicksilver, Tech and Tony, Ace and Captain America, and Slam to Luke Cage, but the females were just staring at them.

"It doesn't matter who I team up with, you guys have to beat them up." Spider-Man said to them after leaping onto the stone wall before the cemetery.

"Not now Peter. I'm just about done explaining to Ace here why my shield can take anything his toothpick of a sword can dish out." Steve Rogers said and that was when he realized the name he just said, and looked at the top of the barrier to see the man they've been watching.

"Hey, Cap." He said casually before landing in between the two teams. "I take it you guy's have been keeping the peace." Peter said to the Avengers just to strike up a conversation.

"It's good to see you again, kid." The man in the red and gold armor said before adding to him in a whisper, "So, tell me who's the lady with yellow hair." Peter knew who he meant, and was ready to answer him when a familiar sword came between their heads.

"What's it to you, doc?" Ace questioned in a protective matter. The two got some distance from the blade, and stared at each other. Iron Man took out a familiar device from his arm, and showed it to Loonatic blue.

"Before you ask your friend, I already have the blueprints on how to build a dimension device." He said to Peter before putting it away. "I also have a device for just such a thing." He added and pulled out a small device that looked like an average computer chip.

"Your losing your edge, shellhead. Tech has made several of those things. We have them in all of our equipment." Peter said to him, using his trademark humor, after glancing at the device.

"Not quite. This is a device that I…borrowed when Mojo transported us to his world. It was designed to view our dimension, but I modified it so which ever TV it's in can watch ANY show." The knight explained, but saw a dull expression on the web-head so he added, "Including some of the greats of Cartoon Network - the Ed's, Johnny Bravo, Samurai Jack." He then saw a familiar spark in the arachnid's eye.

"Tony Stark, you are the shellhead." Peter shouted in praise before snatching the chip. "The eight got onto their rides, but before Peter and the group left he said, "I know that you guys know their names, and the gear to visit, so we'll be leaving." The team left the Avengers in their dust.

'With luck this should work.' Tech thought before pressing a few buttons on his arm com link, and just like that a portal appeared. The team went through it and made it home. After making sure that they were whole the guys left the lab to relax.

"So, want to stick around, Zadavia? Ya know like to watch a movie." Ace offered to the founder of the team. She smiled at the field leader's offer, and it did sound good, but not just yet.

"I would love to, Ace." She started by placing a hand on his shoulder, but added, "Unfortunately I would like some time at my base if it is alright with you." He thought that he almost had some time with her, but he knew that she was always right, so he gave her a nod.

"Lounge area sweet lounge area." Parker said after walking into said area before lying on the couch. The others decided to do their usual thing while their inter dimensional friend thought of one thing, 'I can't believe that they are alive.' Soon after a couple of hours of activities they all went to bed, or so the web-spinner thought.

"Is this couch taken?" A voice questioned, and when he turned to face who said it he saw Lexi Bunny in night attire, which looked stunning on her. A shrug was her answer, so she sat down right next to him. 'I can't love Peter considering he DOESN'T feel the same to me.' She thought to herself after recalling all of her conversations with all of those others.

'Man, she looks good in that outfit.' Peter thought as he saw the field female of the group. 'Of course Maggie also looked good in night gear, but still…' He thought, but was interrupted by the fellow Loonatic.

"Peter, do you mind answering me this?" She started to him and finished with, "If you KNEW that Mary Jane, Harry, and your aunt were just fine - would you still try to come to another world." He thought of it for a while, almost honestly thinking about it.

"If it meant that I'd meet a stunning, long-eared, powerhouse that looked great in orange and pink fur; yeah, I'd totally do it." He answered her which caused her orange fur to have a tint of red to it.

'Maybe he really does care about me.' She thought before sleep finally taking over her.

'I still think that this was meant to happen since in this world no one hates me, aside from villains, and I do have a pretty good team.' He thought and then felt something on his right shoulder and saw that it was Lexi, sleeping peacefully. 'Guess I'm stuck here.' He thought since he did not want to wake her, so after taking a look at the city that he and seven others watch over he too fell asleep.