X-Men/Spider-Man:

"Tangled Up In Evolution"

Chapter 11: "Learn the Hard Way"

Disclaimer: X-Men: Evolution and other X-Men incarnations belong to Marvel Comics, Marvel Studios, Film Roman, and 20th Century Fox. Spider-Man in all of his incarnations belongs to Marvel Comics along with Marvel Studios, Film Roman, and Sony/Columbia Pictures. All related characters belong to Marvel Comics and Marvel Studios, and I make no money whatsoever nor receive any other compensation for writing this story. This is merely for my personal amusement and that of my readership, to which I am deeply apologetic for taking a year to put out a new chapter.

Author's note: Like I said in my disclaimer, I am deeply sorry for taking this long to put out a new chapter. A lot has happened to me, and it has taken some time for me to regain my bearings. Sometimes, I feel I am too ambitious for my own good with these stories, but I would rather not let any of you down, so I am going to soldier through and keep writing to the best of my ability. I only hope that the best of my ability will prove sufficient for you to be entertained.

As for the actual story, when last we left off, Peter Parker had fallen into the care of the X-Men after being psychically tortured by Lady Mastermind. Wolverine had become a member of Magneto's Acolytes due to Magneto using the Stepford Cuckoos to restore his pre-Weapon X memories but suppress his memories of being an X-Man. An old friend of Peter's by the name of Emmy Brock had returned to his life, only to hint at an unsettling obsession that would brook rivals for his attention. Norman Osborn had recruited a new leader for his Thunderbolts, Colonel John Jameson, who believed he was serving his country instead of the ambitions of a madman. The power of the Phoenix had finally manifested, but as a dark omen of future disaster and tragedy, the same that had led to the future from whence the time-traveling future son of Cyclops had come to prevent. All of these threads seem to be intertwining, but what tapestry will they weave, and will it lead to salvation . . . or destruction? Find out, as the story resumes.

Two months had passed since the confrontation between the X-Men and the Thunderbolts. In those two months, the "Phoenix display," captured on cell phone video, had been aired and re-aired all over local and national news media, accentuated by fearful and certainly demagogic rants from commentators about the possibility of a "new mutant threat." In those same two months, the X-Men had reluctantly learned to cope with Wolverine's absence and current misguided allegiance to Magneto. Presently, they had a new class of students to deal with.

They were a group of seven teens, four male and three female. One of the girls was a dusky brunette with an imperious bearing, Monet St. Croix of a very wealthy Moroccan family that had built its wealth from shipping and trade. Her mutant powers lay mainly in her enhanced physical abilities – speed, strength, agility, stamina, toughness – but her mental abilities were nothing to scoff at, either. Her intelligence could rival someone like Tony Stark or Reed Richards or even Hank McCoy, and she also possessed high telepathic potential. All of that simply served to make her arrogant, even more so than Amara had been when she first came to the Xavier Institute.

Another of the girls was Cessily Kincaid, a cheerleader at her old school until her mutation had turned her into liquid mercury shaped like a beautiful high school girl. The one thing she'd retained of her old identity had been her lustrous red hair, which gleamed metallically in her current form. She had immediately been cast down from her former height, scorned as a horrible freak and monster, which had left her nearly suicidal with depression. When she came to the Xavier Institute, she immediately found a friend in Kurt, who'd taken to not using his holographic watch when inside the Xavier Institute and who could empathize with her struggle over her appearance.

The third girl was none other than Illyana Rasputin, younger sister to Colossus. She had once been the reason that Colossus reluctantly served Magneto before joining the X-Men, and now she was a willful teenage girl with mutant talents of her own. Specifically, she had the ability to create "stepping portals" that would carry her to any location she desired and could clearly picture in her mind's eye. As the adult – and teenage – X-Men had found, she was quite more than a handful, in more ways than one.

Of the four boys, the one that stood out most was Josh Foley, whose mutation gave him the ability to manipulate another's biology in any manner he chose. He could even do it to himself, which was how his skin had turned a shining golden color along with his hair, making him like a living, flesh-and-blood Midas statue. Frankly, he'd done it purely for attention, and he'd thought being a mutant would make him look like a "cool badass" that all the girls would fall for. Sadly, he'd nearly been killed because of the sheer antipathy toward mutants in his home town, necessitating that he come to the Xavier Institute.

Another of the boys also stood out, but for drastically antithetical reasons. His name was Kevin Ford, and he had the power to cause any organic material he touched to instantly decay, which meant he couldn't own a pet or touch another person since he would end up killing them. For that reason, he covered up nearly every part of his body that he could, wearing a black coat with a high collar that hid the lower half of his face, black gloves, long-sleeved black shirts, and heavy black boots – which all went well with his black hair and dark gray eyes. The closest person to him was Rogue, who also couldn't touch anyone without her mutation hurting or even killing them and who had made it her mission to reach out to him.

The third boy was a young African-American man named Everett Thomas, whose powers had only manifested in relation to another mutant, since his power was to emulate other mutant genomes. It was bad luck that the mutant he'd emulated was a living detonator – which had gotten a good chunk blasted out of his own school. A lynch mob had almost instantaneously formed to seek his head, which had forced his parents to contact Charles Xavier for his protection. During their congress, Xavier had learned through Everett using telepathy on him when his mutation had initially manifested as an explosion that Everett's true power was to mimic other mutant powers. Not that it had stopped the anti-mutant lynch mobs, which had forced Xavier to take Everett back with him to the Xavier Institute, where there would be greater protection for him.

The fourth was Doug Ramsey, whom Kitty had befriended in Bayville High's computer elective. As it turned out, Doug had a rather low-key mutant power, the ability to decipher any and all languages or other forms of communication. He hadn't been noticed before because this ability had simply made him look incredibly smart to any regular observer who didn't have a Cerebro or any other method of detecting mutants. Physically, he was a nondescript blond who wouldn't have been much different from most boys his age, barring his mutation.

The seven of them together comprised the new class at the Xavier Institute, nicknamed "Generation X" by Bobby Drake, and they might have been even more of a handful than the initial new recruits had been. At present, they were in the middle of a training exercise in the Danger Room, testing their ability to work as a team. The simulation was a battle against Magneto's current set of Acolytes – Sabretooth, Lady Deathstrike, Gambit, Pyro, and Deadpool.

Sabretooth charged at the group, only for Monet to jump high and out of his reach before flipping in midair and contorting into a drop kick to his back, sending him flying toward Cessily. "Cessily, get him!" she shouted.

Cessily formed her arm into a hammer and swung it at Sabretooth, hitting him hard enough to send him flying in another direction. "Your turn, Illyana!"

Illyana was about to create a stepping portal to send Sabretooth through, but she was attacked by a sword-swinging Deadpool. "Might as well use this on you," she muttered in a noticeable though melodic Russian accent as she used her stepping portal to dodge Deadpool's swords. The portal reopened above Gambit, who threw a barrage of explosively charged cards at Everett and Kevin, only for Illyana to literally drop in on him from that portal. "Falling for you, I suppose," she whispered coquettishly in Gambit's ear before bisecting him with a stepping portal, which merely made him vanish, being a hologram and all.

"What the hell was that?" Cessily shouted, clearly horrified.

"Getting business done," Illyana replied nonchalantly. Just then, the simulation dissolved, leaving behind barren gunmetal walls.

"Illyana, you're reporting to me," Cyclops declared from the control room, which merely got him a smirk from Illyana.

"I don't even know why you're looking forward to reporting to him," Kevin grumbled. "He's not the kind of guy who tolerates screw-ups, and this was sure as hell a screw-up."

Doug bit his tongue. He knew why Illyana was looking forward to her "report"; it was all over her body language. He did not envy Cyclops, but he was impressed with the self-control it took for him to resist her head games. Then again, one built up impressive levels of control and discipline when one's very power was destruction incarnate.

Monet did not bite her tongue. "What do you think, Douglas? The little trollop fancies she can sway Cyclops's eye."

"Pompous princess," Illyana retorted tartly, and with that, she went to report to Cyclops.

"That was unacceptable, Illyana," Cyclops stated inside the den of the X-Mansion. "I thought we made it clear to you that we don't kill our enemies."

"It was a simulation," Illyana responded. "Not the real thing."

"This isn't a game, Illyana," Cyclops stated. "This is preparation for real combat –"

"If we're preparing for real combat, how come we can't kill them?" Illyana interrupted.

"Because the X-Men don't kill," Cyclops declared. "We are here to save and protect lives, not end them, no matter whose lives they are."

"And what good's that going to accomplish?" Illyana retorted. "Our enemies aren't the kind to hold back. Why should we?"

"Because our respect for life is what makes us different from them," Cyclops answered. "We have to show the world that not all mutants are like Magneto and his team, that we can use our powers to protect instead of to kill and destroy."

"Destroy," Illyana repeated slowly. "You have a lot of problems with that, don't you, Cyclops? Every time you open your eyes, you have to do so behind those glasses, or else you'll destroy everything you see, even that Jean Grey. Are you scared of being treated just like one of those mutants you talked about, the ones who destroy everything in their path?"

Cyclops gritted his teeth. "I am not in the mood for games, Illyana, and I already have a punishment in mind for you."

Illyana smirked. "Ooh, what kind?"

Cyclops glared, his visor beginning to distinctly glow with his irritation. "Your morning drills are going to start half an hour earlier than the others' and I'll be pushing them up a level or two. Then you'll repeat them in the afternoons after you come back from school, and one more time in the evenings following dinner. And that's how it's going to be for the next thirty days. You'll only use your powers during your training and other than that, no stepping anywhere, am I clear? I'll know if you do."

"Crystal, Cyclops," Illyana replied. "Crystal." She chuckled. "Control's a thing with you, isn't it? Ever wonder the real reason you're scared of losing it?"

Cyclops still glared, his visor glowing even more. "We're done here. You can go back to your room."

Illyana sighed and turned around to walk out of the den. Before she left, she turned back to Cyclops with a sickly sweet smile. "Because you're scared you'll like it." And with that, she was out, leaving the leader of the X-Men alone with his grim thoughts before he decided he had a visit to make.

That visit turned out to be to none other than Cable, otherwise known as Dean Charles Summers, his son from a nightmarish hell of a future. His son, who had been raised as a soldier, to fight and die for the cause of mutant liberation from a regime that had used the actions of a superhero gone rogue and an X-Man who had fatally lost control of her power to justify the mass detention and extermination of mutants. His son, who had grown up believing that he meant nothing but another soldier to his father's cause, his father who desperately pined after the love of a long-dead woman.

Cyclops had swapped out his visor for his sunglasses, both made of the ruby quartz mineral that could stop even his uncontrollable blasts. As Scott Summers, he looked sadly upon the slumbering frame of his own son, his own son who had only woken up in fits and starts over the last two months before retreating once again into whatever dream world had claimed him for its own.

"Hey," he said, attempting to converse despite the futility of it. "When are you going to wake up, sleepyhead? Didn't you have some kind of mission from the future to save us all? Or are you just shirking so you don't have to talk to me?"

Scott winced. "Bad joke, I know. Really bad joke. Did I ever talk to you before, in your time? Father to son? Like the Professor and I would have?" He got no answer, as he had sadly anticipated. "Guess we didn't, did we?"

He let out a rueful sigh. "I was a really horrible father, wasn't I? Damn it. I always thought . . . when Jean and I had kids, that I'd be the best damn father I could be. Show my kids right from wrong, teach them not to be afraid of themselves or afraid of the world just because they were different from other people . . . send them out when they were ready to show the world that mutants could be just as loving, just as courageous and noble and faithful as anybody else . . . And look what I've done to you."

"You know he's not awake to hear your apologizing for something you haven't gotten around to doing yet," he heard Rachel Hope Summers, nee Morgan comment snidely. Scott turned to see the girl herself, standing by the wall in a skintight green suit with a yellow V across her chest and a yellow sash fastened around her hips by an X-badge. Also accenting the suit were dull yellow combat boots going halfway up her legs and dull yellow gloves with armored cuffs over her wrists.

"Rachel," Scott greeted the other time-traveler. It was still a shock to him, just how much she resembled Jean. They could have been twin sisters, and were it not for the bob she wore her hair in, he wouldn't have been able to tell Rachel apart from Jean. Reincarnation was a funny thing, he supposed, and that she carried inside her the same Phoenix power that Cable's memories had told him Jean would be destroyed by . . . that made him nervous.

Rachel chuckled. "It's funny, you know. He's finally gotten what he's always wanted, and he's not even awake for it."

"Me to be there for him like a father should be for his son," Scott filled in morosely. "Where did I go wrong?"

"You and Jean had something very special, I can tell," Rachel replied. "Just . . . don't lose yourself in the pain of being without her. That's where you failed."

"If Cable's right and we manage to fix all this, get things straightened out so what happens in the future doesn't happen . . ." Scott started to say before trailing off as the possibilities occurred to him.

"You're wondering if it won't wipe him out of ever existing," Rachel filled in. "The temporal paradox; how can someone from a future that was averted still exist if the future he was born into never happens? You won't be getting answers from me, Slim; I hardly understand the physics of it myself."

"So all we can do is hope?" Scott wondered.

"My middle name," Rachel joked. "But yeah, hope's a good thing right now. We'll need every ounce of it."

In greater Manhattan, a figure crouched on top of an old skyscraper, nearly indistinguishable from the gargoyles surrounding him. It was a stormy night, and a flash of lightning illuminated the figure, revealing him to be Spider-Man, but in a slightly different costume. The colors were still red and blue, but there were subtle differences, like the arm stripes that extended from his shoulders stopping at his elbow pads. Beneath said elbow pads, the lower ends of his suit sleeves were a web-patterned red with hidden zippers that kept said sleeves tight on his arms, while blue gloves with red fingers and rectangular red pads on the backs covered his hands.

The red stripe that tapered from his shoulders did not end at a belt but rather in an arrow point where his belt would have been. In place of said belt was a simple red stripe that stopped short of either end of the arrow point that the stripe that took up much of his otherwise blue torso terminated in. Like with his standard suit, the red parts of the costume were covered in black patterning that resembled a spider's web, with a black spider emblem resting on his chest like a spider in the center of its web. Unlike the standard suit, the spider on his chest was much larger, large enough that the four legs pointing down extended nearly all the way down his torso stripe.

Underneath where his belt should have been, Spider-Man concealed a storage belt for his extra web cartridges. The center of that belt contained a small but powerful flashlight that would project the image of a spider in a web whenever he wanted to frighten some criminals with his presence. With the exception of guard pads for his knees, the lower half of his costume was completely unchanged.

For all that it was a dark and stormy night, it seemed oddly peaceful in the city, if only because the storm kept most right-thinking people inside where they perceived they had far less chance of being struck by lightning. If only they knew that the chances of one being struck by lightning were even lower than the chances that one could actually win the lottery. Still, it gave him time to think to himself about how he had come to be in this position.

After waking up to the relieved and concerned faces of the X-Men, Peter had gone to start fixing up his web-shooters. Magneto had broken them, and so he figured it was as good a time as any to upgrade, though he'd asked before going to use the X-Men's lab. Xavier had agreed, but sent Beast to keep a careful eye on him – which was actually less out of concern for what Peter might find and more to introduce Hank to another young scientific talent.

Beast had watched with fascination as Peter rebuilt his web-shooters, modifying them to be revolving cartridges on a bracelet. Instead of having to refill every time one cartridge ran out, the new setup would just rotate out the empty cartridge for a fresh one, good for about seven more uses before he'd have to completely reload. He'd had an easier time making web-fluid, at least with the superior resources the X-Men's lab had compared to a high school chemistry lab.

"My word . . ." Beast uttered as he watched Peter work. "Young man, did you do all of this on your own the first time?"

"Yeah," Peter replied. "And under my aunt and uncle's noses, too. I just told them I was doing an independent science project and they left me alone, since I was the kind of kid who'd dismantle his own laptop just to see if he could put it back together."

Beast chuckled. "You remind me of myself at your age."

"Only less hairy," Peter jibed amiably.

Beast huffed just as amiably. "I was not always like this."

"Pretty sure you weren't," Peter responded as he put on his new web-shooters. "Now I just gotta see if it works." He tested the shooters, firing the webbing at varied pressures and getting equally varied output. He made web-lines, web-swings, web-nets, web-globs that splattered all over, and even filmy webbing that could have passed for dust until someone tried to wipe it off and got stuck to it. "Yeah, it works."

"Fascinating," Beast remarked. "When all you have is a hammer, I suppose . . ."

"Yeah," Peter assented with a chuckle.

"Remind me to introduce you to a young man called Forge when the opportunity arises," Beast said. "I have the feeling the two of you would get along quite well."

Redesigning his costume had come next, with Peter using the old training uniforms from Xavier's first class as the base. With a little re-coloring, he had managed to create a functional new Spider-Man costume for himself. He'd even cut down the harness that had come with the uniform into a simple belt that he could conceal under his new costume to store his extra web cartridges.

"Ladies and gentlemen, the new and improved Spider-Man . . ." Peter cockily announced himself to the X-Men as he dangled down from the ceiling on a web-line in his new costume.

"Is that our old training uniform?" Storm inquired.

"Yeah," Peter admitted. "You guys weren't using them anymore, so the Professor said it was ok for me to make it into a new costume."

"Seriously retro," Bobby commented.

"Looks good on you," Jubilee complimented.

"I'll say," Tabitha agreed.

"You're using the uniform . . . wanna train like an X-Man?" Cyclops invited.

"Why not?" Peter agreed. "You can take out what I owe you for that ass-kicking you got the first time we met."

"Oh, someone will be getting their ass kicked, all right," Rogue challenged.

Thus, Spider-Man had entered the Danger Room with the senior X-Men – Cyclops, Jean Grey, Storm, Beast, Colossus, Psylocke, Rogue, Shadowcat, Nightcrawler, Iceman, and X23 – while Professor Xavier manned the control room. The X-Men had made sure to surround Spider-Man on all sides, prepared to test his strength and agility to their fullest extent.

"Anytime you are," Spider-Man taunted, as he crouched in a fighting position.

"Begin," Xavier ordered.

Iceman started off by shooting a blast of cold energy at Spider-Man, which the web-slinger jumped over before shooting a web-line to swing on. Cyclops fired an optic blast at Spider-Man, managing to sever his web-line, only for Spider-Man to acrobatically tumble in midair and recover by firing another web-line to swing into a kick to Cyclops. Cyclops dropped to avoid Spider-Man's swing kick as Beast leaped to challenge Spider-Man, succeeding in knocking Spider-Man off his web-line. As they tumbled toward the ground, Spider-Man kicked Beast off him and somersaulted backward into a flying attack from Rogue, only for his spider-sense to warn him in time to twist so that her strike was more of a glancing hit.

Spider-Man began to fall, only to fire another web-line to swing from. Unfortunately, X23 cut that web-line with a kick while her foot claw was extended. As they were in mid-fall, she contorted in such a way that she could grasp Spider-Man's head with her thighs and use their shared momentum to throw him to the ground. While she landed agilely on the ground, Spider-Man fell hard, only to recover with a backward ground tumble that brought him into a crouching position. He didn't have much time to rest, as Nightcrawler teleported into an attack on him, with Spider-Man relying on his spider-sense to dodge Nightcrawler's strikes.

Spider-Man crouched on the wall, as Nightcrawler began to challenge him in a contest of acrobatics. Both of them maneuvered nimbly on the walls of the Danger Room, only for Spider-Man to gain the upper hand quite quickly. "Nightcrawler . . . meet wall-crawler," Spider-Man taunted as he did a forward spring on the wall to kick Nightcrawler off and toward the ground. His spider-sense went off again just in time to dodge a powerful gust of wind aimed at him by Storm. Alas, the wind picked him up just as he was sure he was out of harm's way and he began to tumble and spin uncontrollably in midair. Undeterred, he fired a web-line at the wall and used it to swing out of Storm's little cyclone before jumping over Colossus to kick her.

Firing another web-line to swing from, Spider-Man ended up facing off against Psylocke, who had reached out of a shadow to attack him with a psi-dagger. His spider-sense helped him to evade, but that wasn't the end of it, as that psi-dagger extended into a psi-sword and sliced his web-line. As Spider-Man tumbled in midair, Psylocke dived after him, psi-sword extended from her arm, and Cyclops took aim, ready to fire. Alerted by his spider-sense, Spider-Man ensnared Psylocke with his webbing and threw her at Cyclops to throw him off-balance for fear of shooting his own teammate. Just then, Jean used her telekinesis to suspend him in midair.

"All right, you got him!" Shadowcat cheered.

"Not quite," Spider-Man retorted, and fired a web-glob at Jean, who had to redirect her telekinesis at stopping the glob, incidentally freeing the web-slinger from her grip. Landing agilely on the ground, he was attacked by Beast and Iceman, Iceman hurling ice blasts at Spider-Man while Beast went close-quarters against him. Between having to dodge Iceman's cold blasts and Beast's swinging fists, Spider-Man had his work cut out for him, pushing his agility to its limits. Then Nightcrawler teleported into the fray, his own agility and teleportation abilities adding even more challenge to the exercise for Spider-Man.

Spider-Man attempted to get some distance so he could web up Iceman, but Nightcrawler interrupted him with a teleport and Spider-Man had to dodge him while webbing Iceman. Of course, that didn't work out very well due to Iceman freezing the web when it made contact with him. Beast and Colossus went on the offensive, their combined strength making dodging their blows absolutely imperative for Spider-Man. As he dodged, Psylocke and X23 teamed up for a joint attack on Spider-Man with Psylocke's psi-blade and X23's claws. He had to practically move in triple time – for him, anyway – just to avoid both of the deadly X-women's blades, not that they were going to make it easy on him.

Spider-sense flaring again, Spider-Man barely managed to dodge Cyclops's optic blast before Rogue and Jean Grey were on him with aerial assaults. Going on the offensive, he shot a web at Rogue and used it to slingshot them into a flying kick from him and then use the kick to bounce off her and web Jean, who blocked it with a telekinetic shield and then redirected it at Spider-Man. The web-slinger fired another web at the ceiling to dodge and then flip into a kick that Jean blocked with another telekinetic shield. Undeterred, Spider-Man bounced off from the shield and contorted into a kick to Nightcrawler, who had just teleported into an attack on the seemingly distracted wall-crawler.

Bouncing off Nightcrawler, Spider-Man was tackled by a phasing Shadowcat, just startled enough by the sight of her emerging from the wall that it had cut down his reaction time. Reacting fast enough, Spider-Man twisted around to throw her at a safety web he'd whipped up and then used another web to zip at X23 for a kick, only for her to cut his web and nearly him in one motion. He rolled in midair to hit the ground and spring up into an attack on Cyclops, who was about to shoot him again. Ducking under Cyclops's blast, Spider-Man sprung into an uppercut that got him in the chin and sent him flying up, only for Spider-Man to jump up and punch him down to the ground.

Recovering quickly, Cyclops landed to cushion his fall and rolled up on his guard for Spider-Man's knee strike. He tilted out of Spider-Man's way and shot him down with an optic blast while Spider-Man was off-balance from his failed knee strike. Spider-Man tumbled to his feet as well, just in time to have those feet frozen in place by Iceman, who now circled him on an ice slide.

"Nice move, huh?" Iceman taunted. "Got you good, web-for-brains."

"Yeah, like I haven't heard that one before," Spider-Man groaned. "But you're forgetting something, Ice Cube."

"And what's that?" Iceman asked.

Spider-Man demonstrated by punching the ice encasing his feet so hard it shattered. "Proportional strength of a spider!" He swung up on a web and used it to kick holes into the underside of Iceman's slide, destabilizing it enough to make it collapse and sending Iceman tumbling to the ground. Iceman was about to create an ice cushion to catch his fall, only for Spider-Man to fire a web underneath him to catch him in mid-fall. Having saved Iceman, he was just in time to be ambushed by a dive-bombing Rogue and a charging Colossus. He managed to dodge Colossus, but not Rogue, although he managed to grab her by the arm and throw her at Colossus, who caught her.

"You may stop now," Xavier ordered over the intercom. "I've seen all I need to see."

And that was how I avoided getting my ass kicked by the X-Men, Spider-Man thought to himself back in the present. All the same, we started getting along much better after that. Xavier helped me through the worst bits and I'm thankful for that. I can see why the younger X-Men look to him like a father, Cyclops in particular.

The thought of fathers brought Spider-Man to a certain time-traveler whom he was sure didn't like him very much. Cyclops's son from the future, a not-very-good future, it seems, or he wouldn't be here trying to change it. Funny enough, guy's in a coma right now, though he didn't seem to like being near me that much if his evil eye was anything to go by. Wonder what I did to piss him off . . . or will do, technically speaking.

And Laura . . . finding the closest thing to a father she has on Magneto's side, that's gotta be rough on her, and after seeing him die the way he did. Been there before.

Another flash of lightning, and Spider-Man had gone web-slinging, hoping to get the issues of his role in Cable's future and X23's pained hunter-green stare out of his mind until he had some way of dealing with them. He'd talked to Kitty and Jubilee, and he'd found out from them that the Xavier Institute had new students, who were proving to be as much a handful as Jubilee's class had been when they came into the institute. From the sound of that, he wasn't sure he was looking forward to them joining the student body of Bayville High; he was still wondering how a gentle giant like Colossus got a she-devil like Illyana Rasputin for a little sister, and for some reason, he was imagining a girl with large devil horns, a spade-tipped tail, and goat hooves.

Whoa, where did that come from? Spider-Man wondered as he kept up his swinging through the rain.

Inside the Acolytes' headquarters, Magneto was receiving a report from the Stepford Cuckoos, a report that troubled him greatly. "James is building resistance to our treatments," the "head" of the Three-In-One, Celeste, stated. "His mind is interpreting our modifications as damage and is trying to heal itself."

"He has become much more hostile towards Sabretooth," Phoebe added. "We believe it is because he is starting to remember the true nature of their relationship."

"You mean why it devolved into such bitter enmity," was Magneto's deduction.

"Yes," Irma confirmed. "And he has also become more hostile toward Deadpool."

"He is actually exhibiting the same levels of hostility towards Wade Wilson," Celeste corrected. "Wilson's behaviors cause aggravation in most that spend sufficient time with him. Wolverine is little different."

Magneto pondered. "How is he reacting to Lady Deathstrike?"

"He still remembers her as the woman he loved," Phoebe replied. "His hostility abates when he is near her, but with his subconscious resisting our treatments, that may not hold for much longer."

"Then intensify them," Magneto ordered. "I will not lose Wolverine so easily."

"As you wish," the Stepford Cuckoos replied as one before departing Magneto's chambers, leaving the Master of Magnetism alone with his ponderings. Contingency plans would have to be made, if Wolverine could no longer be controlled by his altered memories. Fortunately, he was the worst kind of foe Wolverine could face, should he choose to lash out against him. Magneto could afford to make his plans and wait for things to run their course; in the meantime, he would have to make sure no more abominations like that Omega Sentinel were built to hunt his kind.

Inside the foreboding spire known as Lightning Tower, a man named Norman Osborn pored over the readouts from the latest tests on his Black Widow, otherwise known as Arachne. The suit he'd had made for her was doing its job in holding back further cellular deterioration, but it was far from a permanent solution. He needed X23's body for that, and those damnable X-Men were keeping him from getting to her. It didn't help that rather than giving him the freedom to do as he needed, the Thunderbolts' heroic representation instead forced them to act within certain legal restraints, restraints he'd have no problem utterly disregarding were it not for the increased scrutiny afforded by said heroic representation.

Also not helping was that damnable Moonstone. He could tell the meteorite-empowered witch was scheming against him, undermining him wherever and whenever she felt she could get away with it. The bitch thinks she's so clever, that she can pull the wool over Norman Osborn's eyes . . . his inner voice snarled contemptuously. As soon as she stops being useful, she'll learn the hard way that no one fools Norman Osborn – no one.

"Mr. Osborn," Victoria Hand called out to him, interrupting his dark contemplations.

"Yes, Ms. Hand?" Osborn responded as evenly as he could make himself sound.

"Supplanting the Avengers Initiative has proven harder than we first thought," Hand stated. "Fury has become aware that Justice Like Lightning was created to undermine him. He is not yet aware of who within S.H.I.E.L.D. is helping you, but it may not take long for him to deduce the truth."

"Is this the part where you ask me to show some discretion?" Osborn mocked. "The part where we justify the Thunderbolts' existence with some random good works?"

"The latter would buy us some latitude in our dealings," Hand replied. "Were the Thunderbolts to go up against a sufficient threat, one that the Avengers themselves would find hard to deal with, and triumph against it . . ."

"We would be hailed as the heroes of the people," Osborn finished. "Doing what the Avengers cannot. We would have their allegiance, and the favorable coverage would make it hard for anyone to speak out against us without looking foolish, mad, or corrupt."

"One way of looking at it, yes," Hand conceded. "Although where would such a threat come from?"

Osborn smiled slowly. "In this city, it's only a matter of time before some megalomaniac or group of megalomaniacs makes their move."

"On that much, you're right," Hand admitted, only to be interrupted by the ringing of Osborn's videophone. Osborn answered, and an image of Lucia Von Bardas projected itself onto the screen.

"Von Bardas," he acknowledged. "How is Arachne?"

"Adjusting well to the suit," she replied. "Her condition is not stable, but she will last longer than she would have without it."

"Have you been able to contact HYDRA about acquiring X23's tissue samples?" Osborn inquired, causing Hand's eyes to subtly widen.

"The samples were destroyed during X23's raids upon HYDRA bases prior to joining the X-Men," Von Bardas admitted. "The raw material is no longer available except if directly harvested from her."

Osborn gritted his teeth in anger and adjusted his tie. "What else do you have to inform me of?"

"John Jameson is taking well to the suit," Von Bardas replied.

"What about the suit's OZ delivery system?" Osborn prompted.

"He has thus far maintained perfect mental equilibrium," Von Bardas answered. "His mind is sharper, his physical and mental responses are quicker, but he is still within average psychological parameters."

Were it not for his enhanced senses, Osborn wouldn't have caught Hand muttering, "That's a relief." He decided to file it away for later; if she was starting to think of turning on him, he'd deal with her quickly, just like he would with Karla Sofen. In fact, he was already thinking of something that would net his Thunderbolts near-impeccable esteem and get him closer to his true objectives in the process. All he had to do . . . was dial a few numbers, get in touch with the right people, and set up a time and place. Then they would all get what they deserved – especially the webbed brat who dared call himself "Spider-Man" when he was little more than a callow child with no comprehension of the true meaning of power.

He couldn't help the slow, deadly smile that formed on his face, just as Victoria Hand couldn't help the chill that ran up her spine. What have I gotten myself into? Hand thought. What have I unleashed?

Endnotes: There you have it, my return to "Tangled Up In Evolution." Sorry for taking so long with it, and I hope you'll not be too angry with me. In any case, I hope you Spider-Man fans reading this are looking forward to the new movie as much as I am. I also hope that despite your misgivings, you'll be willing to give Ultimate Spider-Man more of a chance; there are some decent ideas buried in there, occasional glimmers of brilliance that may be lost in the shuffle of hyperactivity that the show seems to run on. I miss Spectacular Spider-Man as much as the next Spider-Man fan, but I'm willing to hold out hope that Ultimate Spider-Man will eventually capitalize more on those flashes of brilliance I spoke of earlier. As long as we're on the topic of Spider-Man, though, anybody up for seeing The Amazing Spider-Man?

Shilling aside, Spider-Man's new costume here was combined from the X-Men: First Class movie uniforms and Gerry Drew's Spider-Man costume in the MC2 Spider-Girl comics. The gears are still turning in this story, though, as Cyclops wrestles with his guilt over Cable's future past, Magneto and Norman Osborn are finding their carefully constructed manipulations falling apart over their heads and trying to compensate, and Spider-Man may be primed for serious tragedy in his future. Oh, and one of Osborn's co-conspirators is starting to get second thoughts, but will her newly active conscience be enough to save her or stop Osborn's deadly machinations? To see how it all turns out, hang on for the next chapter – and just so you know, our creativity should only be leashed by good taste and common decency, not by the attempts of self-appointed moral crusaders to whitewash online creative content "to protect the children" whose parents should have enough prudence to watch over their online activities in the first place!