Okay yall, this is my first Ultimate Marvel fic, so go easy. I should note that I have only read the first volume of the Ultimates, and the first five Ultimate Spider-Man. So we pick up with all that I have read having happened. Actually we are picking up right at the end of Giant Man vs. The Wasp. Janet has fled the apartment without her husband knowing.

She couldn't think of anywhere else to go. She didn't want the others to know. She didn't even want to trust the girls. Wanda had enough on her plate at the moment, taking on her own father, and she had seen the way Betty treated Bruce, if that was the way she treated someone with problems Betty wasn't the one to talk to. She couldn't think of anyone outside of the Ultimates to trust. She had no one else who owed her favors . . . or did she?

That was how she came to be knocking on the basement door of a small home in Queens. She looked around, praying that no one saw her naked form. Having shrunk in clothes that didn't shrink with her she was of coursed nude. The young man's face looked at her and blushed. It took a few moments before recognition settled in. "is something wrong, Dr. Van Dyne?" the young man asked.

"Um, this might sound kind of odd, but can I come in?" she asked, trying to cover most of her private parts, although she was by now more than comfortable with people looking at her. The boy gave an affirmative answer and led her down the stairs. He didn't even face her as he gestured to some freshly folded laundry to his right. She put on a shirt and tied a blanket around her waist. "thanks kid,"

"No problem, Dr. Van Dyne. But can I ask why my favorite Ultimate is in my basement naked?" the boy asked in a sheepish manner.

"I got into a bit of a fight with Hank, my husband. I really think this is it this time. I just needed to get away from there for a while." She looked around, this looked like the Pittsburgh lab they had left not too many months ago.

"Well, I owe ya, so you're welcome to stay on my account, but you'll have to shrink when your alone, incase my Aunt May comes in." the boy looked at her sideways. He was trying to figure out what was going on. "Did he . . . that is your husband . . . did he hit you?"

Janet blushed slightly, "Yeah," she said casually, "but I got in a couple good ones too. You have to understand, when super-hero couples fight, no one is left unscarred."

"Why did you stay with him if you didn't like him," He asked quite bluntly.

She looked at him in a startled fashion, he was extremely perseptive. "When we first married, we like each other enough. Then I revealed a secret to him, and he has held that over my head for a while. He kept me around for refrence."

"Was your secret that you're a mutant?" he asked.

Another shock rocked her, "How did you know?"

"I read your husbands formulas, and they made perfect sense for your shrinking, but zero sense for your wings or stings. So either he figured out how to reverse engineer the shrinking from your powers, and they are all yours, or he discovered shrinking and by a miracle you got wings and the sting."

"Look at that," she said smiling and ruffling his hair, "you are smart, that's cute."

"You said that last time." He said following her as she toured his lab.

"You have some interesting stuff her kid." She looked at the different things he had going and the equations he had scribbled all over several blackboards. "You know this is way more advanced than any kid your age is supposed to be."

"Yeah," he said rubbing the back of his neck. His face lit up and he flipped a chalk board over to reveal one of the longer equations, one that made Spider-Man what he was today. "This is my pride and joy," he said, "My dad started it, and I finished it about a year ago. This is my web- fluid."

She looked at the formulas and equations and looked back at Peter, "You can understand this stuff kid?" He nodded his head as if anyone should be able to. She marveled at him, impressed. "Keep this up and we may put you on the Ultimates."

"According to your boss I don't have a choice," he said sourly.

"Nick?" he nodded his head. "You know he is only trying to look out for the greater good." This didn't do anything to improve Peter's disposition.

Peter looked at his watch, it was almost midnight. "I gotta go up, like I said, if you shrink down and hide, you're welcome to stay as long as you need. I'll try and sneak you down some food in the morning. Thank goodness tomorrow is Saturday. If you need anything from in here help yourself, there is a TV over there. Their going to be suspicious if I'm not up there in time for Inu Yasha. He walked to the door as she turned, grabbing a few loose pieces of cloth and what not, and made a small bed.

She shrank down and lay down. She felt odd where she was; hidden behind the chemistry set of a teenager she barely knew. She thought about breakfast, and wanted to tell Peter that she would "find" something for herself, but she thought that would lead to uncomfortable questions. She remembered Hank's hateful words about beetles and caterpillars.

As Peter Parker waked up the stairs too his room he waved to Gwen as she sat in her room watching all sorts of shows that he wouldn't want too; Jerry Springer, the Man Show, etc. He thought about the woman who was now staying in his basement laboratory. He thought about how beautiful she was. He thought that this would be a long night, followed by a cold shower. He couldn't even concentrate on his favorite shows.

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okay that is chapter one. What do you think? It is an idea. There will be more with angst in the beginning, the return of the Kingpin later and insanity wrought by teenagers in the Triskeleon.