Disclaimer:I don't own Spider-Man or X-Men: Evolution nor do I own any of the characters from the series. I'm not making any money off of this story and all rights belong solely to their respective owners.

I saw a fic I really like with this pairing in it and thought I'd give making a story of them a try. I got this idea from looking at the last comic book of the Ultimate Spider-Man so this is going to be sit in the X-Men: Evolution universe after they beat Apocalypse, so Nick Fury still head of S.H.I.E.L.D, Jonny storm still came to live with Peter wanting a normal life and Peter hasn't met the X-Men yet.

Well let get this story on the road!

The soul of Spider-Man drifted through the Void, twisted and mangled from the beating he took at the hands of the Green Goblin and the Sinister Six, he was dead now! It had all happen so fast, from getting shot by the Punisher's to fighting the Sinister Six, then at long last his showdown with the Green Goblin.

-flashback-

Peter at this time can be seen grabbing Gwen and his Aunt May and trying to get them away from Green Goblin, moving to the front of his house, Peter drops then them off and told Gwen to get as far away from there as possible, As Peter swings off to go fight Osborn's once again, May sees that Peter is bleeding badly out of his wounded side. Peter at first was to kick the crap out of the goblin good, but pain coming from his wound was to much.

Realizing he can't beat Osborn in his current condition, Peter had swings over to his unconscious friend Johnny Storm for help, Johnny who had wake up and remembers what was happening told Peter to get out of there as he flames on and attacks Osborn, but the green Goblin absorbs all of Johnny's fire power, before knocking him unconscious again. Osborn now with a even more power in him started shooting powerful blast at Peter and with the pain in his's side hurting him too much Peter was at the Green goblin's mercy.

Just as Osborn is about to finish him off, MJ comes in with a stolen truck and slams it right into Osborn! Peter glad for the small break rescues her out of the truck and kisses her before he then, throws her through the air and into a webs a net telling her to "get out of here!" Osborn was starting to come out of the wreckage and is saying how he will kill Peter and his family and Peter knowing he didn't have much time left picks up the truck and smashes it into Goblin once then twice, telling him to "Shut Up!" with MJ is rooting for him, but suddenly the truck explodes throwing Peter through the air and landing on his front lawn.

Johnny wake up to see what just happen ran over there to Peter, seeing how hurt he is Johnny was thinking of flying Peter to the hospital, but MJ tells him it might only hurt him more to move him. Despite Gwen's protests May tears through the crowd and finds Peter dying throwing Gwen into shock before the girl hurry's and calls the hospital who already knows and are on their way already while this was going on was doing her best to May try to get Peter to hold on, but she know it was too late. Peter knowing this was the end says all that matters is that he saved her, that while he might not have been able to save his Uncle Ben he was just glad he save her, it was then that Peter Parker, one of the greatest heroes in New York passes away.

-flashback-

Thinking back on his life as he drifted through the Void, one thought crossed Peter's mind then, (So this is the end huh?) Peter sighed at this and began to focus on something, anything that had ever gone right for him. Mostly he thought of Mary Jane. Then he felt something. He looked down to see he was being pull, some type of force was pulling to some him some were! looking farther that when Peter saw it, a black hole was pulling him in, and all Peter did was watch himself fall, not really interested and just closed his eyes, accepting his fate, thinking that where ever the black hole lead him, that would be where he was meant to go.

"At accepting Death already? How boring!"

That cause his eyes widened in surprise at that dark, powerful but some how famale voice; Peter looked up, in time to see a pair of giant white eyes looking at him in the dark vortex as the vacuum from it was started to pull him in fast with one thought going through his mind as he was suck in, (Can't any part of my life be nomaly?) than every thing went black.

Peter didn't know how long he been a sleep but what he did know was that he felt great like he never been in a fight with the Green Goblin or- that got his attention as his eyes shot open and he mange to stand up, looking at himself he saw his suit was still in tatters from his battle with the Green Goblin and like before he wasn't wearing his mask. (but even so I'm not in pain anymore!) Peter thought before looking around at the place he was in and if there one thing he had to say for his situation it was that while it may not be hell, Peter was pretty sure it was close. The place was some kind of region made of icy fogs and mists, it was also dark here and very cold, looking down he saw what look like a serpent eat corpses and another one gnawing on the roots of a giant dead tree that went all the way up into the sky even past the clonds.

"Just where am I?" He said out loud not really thinking he get a answer. But he did!

(You are in Niffleheim, little Spider.) Peter's eyes focused on the voice that seem to be in his head so quickly that there was almost a small burst of static to accompany with his movement.

(And it about time you woke up!) Looking up before him what look like a woman sitting on a dark throne with pale skin wearing some type of green cloak slash bathing suit and had on the most complex mask he had ever seen and the white eyes of the mask were the same as the ones he seen in the vortex before he black out.

"Uh.. Um.. Ah.. Hello?" Peter ask more then said not really sure what to make of any of this, he had die in his battle with Green Goblin that much he was sure of but it seen that even Peter death can't be normaly. One of the pale skin lady white, narrow eyes lifted a little upwards, signalling that she was rising her eyebrow underneath the mask and an amuse look on her face, that when Peter saw a scar line running down from where said eyebrow was at and wonder if it meant anything.

"Hello little Spider and welcome to Niffleheim!" She said with her arm's out wide as she look down on him and and her full lips coloured black, twisted up in a secret smile "I'am Hela the Goddess of Death and ruler of Hel and Niffleheim!"

Peter look just look at her for a long minute not all that sure what else to do, the lady just told him he was in hell and Peter somehow found himself believing her, then a thought hit him."

Okay but why am I here in hell?" Peter ask sure he hadn't did any thing to get in hell, Hela just give him a a mysterious smile as she answer.

"Nothing as you are not in hell but in Niffleheim!"

"HUH!" Peter said dumbly not sure what she ment by that.

"I did nothing?" he ask getting a nodded from the Death Goddess who still had a look of amusement on her face.

"So I did nothing, whoa that a relief!" Peter said happy that it wasn't anything he did that got him here but then paused as a new thought hit him and before he could ask Hela held up her hand as if knowing what Peter was going to say.

"Niffleheim is a dominion only for those who did not die as heroes and before you ask no you sould not be here as you did die as a hero!" She briefly glanced at him to ensure he was keeping up with her explanation, not wanting to have to say it again and was glad to see his eyes were on her! "But just because your soul was not meant to come here doesn't mean I can't find a way to drag you to Niffleheim!"

These words made Peter's eyes wide as she pulled out a egg like Stone from behind her. "This is call a Norn Stone but in my case it a very special Norn Stone..." Peter was sure he didn't like the sound of that but let her go on.

"This Norn Stone is one that I made and with it I can draw in any soul I wait want to me!" Hela said much to Peter horror as she started to bounce the stone in her hand. "Well truth be told I can only use it on one soul at a time and only every 3 days! But enough about that." the Death Goddess said as her eyes turn to Peter making him VERY nervous at the look she was giving him even more then he already was. "How much of your death and life do you remember?"

That was a odd Question Peter remember everything about his life and untimely demise, after all it not something he could forget but then Peter felt himself suddenly get very nervous as he felt Hela staring at her.

"Everything?" he said very unsure of himself.

Hela was now leaning against her throne, her eyes now fixated on him as if she was trying to kill her with an intense glare.

"Are you asking me or telling me ?" she said with a smirk.

"Everthing!" he repeated with more authority in his voice.

From the way her mask move it look like Hela had closed her eyes as she exhaled deeply. "Good, some who I use the Norn Stone on have forget how they die or even who they are, so it please me to know I don't have to worry about fixing your memorys."

Peter let out a sigh at that, while he may not be the nervous type, there was something really terrifying about this Lady (Might be because she the Goddess of Death!).

"Any way the reason, why I pull you here is because I have a deal for you." The malicious smile Hela give him when she said that had Peter feeling VERY uneasy and her next few word stop him cold! "How would you like it if I give you your life back?"

Xavier Institute

"Professor! Professor! You've got to see this!" came the voices of Jean Gray and Katherine 'Kitty' Pryde who quickly open up his front door to Charles Xavier study, Charles look up in surprise at the two girl and while Kitty was know for doing this what really surprise him was that Jean was with her too.

"Professor you need to come down to the Rec. Room now! There something on T.V. you need to see!" Kitty said and Charles was about to tell them it would have to wait until later when Jean lifted him off the ground and over his desk much to Charles surprise!

"Sorry Professor but Kitty right, you have to see this!" Jean said as Kitty drop threw the flool and Jean lifted herself off the ground and flow both her and Professor down stairs and at times like this he really wish Logan was still there but the man had gone off looking for X-23 or as he call her Laura and said he would not be coming back with out her.

This made the Professor smile a bit, with things quieting down from the battle with Apocalypse everyone was told to take it easy but Logan had other plan, Feeling that this was just a calm before a new storm came figure it was time for him to go looking for Laura. Charles came out of his thoughts when Jean landed them in the Rec. Room where every one was watching the News.

"This just in, the teen superhero Spider-Man reveal to be Peter Parker is confirm to have been kill doing a fight between the Punisher and the Sinister Six!" The lady on the news channel said.

"What!" Professor gasp at hearing this.

"Yeah it all over TV! Spider-Mans dead!" Kitty said a bit shaken as Jean told him what she knew, it seem that the Green Goblin had broken out of jail with his Sinister Six to kill Spider-Man who had beem shot by the Punisher when he try to stop a bank robbery and unknowingly got in the way line of fire. It was because of this that the young hero was in no shape to fight off SIX super power criminals, it seem that somehow doing the fight his mask had come off reveling him to be Peter Parker and with the help what was now know as his Aunt May had so how beat off five of the criminal. But in the end Peter in the Green Goblin end up killing one another.

"Man I can't beleave this!" Kurt aka Nightcrawler said having been a huge Spider-Man fan himself while Evan aka Spike nodded him being the same.

"Neither can I?" Professor said as wheel himself back to his offiles with his head down while Jean sent a sad look, she knew that the Professor had long since wanted to go to New york and find Spider-Man and bring him back Institute. The Professor had felt that while the boy was only trying to do good with his power sooner of later it would get him kill if he kept at it alone, but with every thing that was going on at the time they just didn't have the time.

"It looks like you were right, it did get him kill." Jean sent telepathically causing him to turn to her sad smile on his face.

"Yes was, but I wish I wasn't." Professor sent back as he wheeled himself out the door.

Three weeks later- grave yard

A girl in her teens could now be seen walk into the Queen's Grave yard. The girls name was Lana Baumgartner and she was here to vist the Grave of a classmate of hers name Peter Parker. Lana thought of him as a friend at first but then watch on TV as the News revealed him to be Spider-man, the guy who got her mom lock up and even Lana arrested. Walking up to his Grave Lana really didn't even know why she was here only she had to see it for herself. See that he was really dead... and see how would she'd feel.

Standing in front of the Grave Lana wasn't sure what to feel, on one hand Spider-Man had been the reason she was sent to live with her grandmother and her mom was in jail but On the other hand she had been robbing a bank, can she really be anger that he stop her from breaking the law, plus Peter and Jonny Parker 'who thank to the news Lana now knew was also Jonny Storm AKA the Human Torch ' had been Lana's best and only friends and she loved hanging out with them.

Looking back on it now, the things she use her Powers for seemed really selfish in comparison to what Peter and Jonny did with theirs, and fact the more Lana thought about it the more she was begining feel like a really bad person! Peter had used his powers soldly for helping people when he got them and had done a lot of good too, and because of that criminals from all over the city hated him and in the end he die for being a hero, what right did she, who use her powers to rob banks and hurt people have to be mad at him?

"Mother fucker, I'm a bitch!" Lana grimaced and gave a humorless chuckle. "Aren't I Peter? Why the fuck did you ever become friends with a bitch like me!?" Lans ask kneeing down and put her hand on top of the grave. bring she thought together Lana spoke agin.

"What was it like, being a hero and fearing that someday that the criminals you put away might find out who you are and come get you?" nothing not a word but Lana went on. "Was I ever in those fears? Thinking about it now I really hope not, becausing I really did think of you as a friend... and I still do."

Lana felt her eyes began to water the more she thought about it. "You didn't even go running around school telling everyone how 'Spider-Man' had kick my fucking ass, ha ha Jonny didn't ether." Lana could feel the few tears falling down from her eyes as she pulled out a black rose from her small black purse and put it on top of the grave stone.

"I guess... what I'm... really here for... is..." Lana hesitated for a moment (Just say it dipshit!).

"I'm sorry for... any trouble... I cause you..." Lana finally got out, Standing up, and had a small smile on her face.

"Thank you, for being my friend." with one last smile she turn and begin walking away glad she had come here to night.

"BPPMOOOOOH!"

Lana had just got five feet away when that loud sound came and cause her to quickly turn around and put her hands up in defense, looking left to right she saw nothing.

"I don't know what asshole did that but if he don't come out now, I'm gonna start blasting shit!" Lana yell, after her mom had been put in jail she had to learn how to use her power by herself and though it take alot of focusing she was now able to shoot small explosive blasts from her hands.

"BPPMOOOOOH!"

There it was again and this time Lana knew where it was coming from! Peter grave!

"BPPMOOOOOH!"

And it sound like something OR someone was trying real hard to break out, Lana didn't even realize her hand had drop and was just standing there with she eyes widen as a large crack form in the grave stone, in the shape of a spider web

"BPPMOOOOOH!"

The crack was getting bigger.

"BPPMOOOOOH!"

Some of the cenmant was coming up now

"BPPMOOOOOCCCCRREHH!"

Jumping back a bit Lana saw a hand burst out of the grave before grabing on to the ground and pulling the rest of it body out breaking the rest of the grave completerly open and Lana had one thought going through her mind at seeing who it was (SON OF A BITCH!). Peter Parker! The guy who should by alrights be dead!

"I can breathe!" Peter yell out loud and as if to emphasize his point by he take several deep breaths. Lana was in shock at seeing her old friend back from the dead so much that she did even realize that she had begin to slowly walk up to him.

Peter was still trying to get the air back in his lungs so it didn't surprise Lana when he didn't notice her standing right in front him or when she ever so slowly kneel down before him, Lana hesitated for a moment before reaching out and putting her hand on top of his right shoulder.

"P- P- Peter!" Lana whisper all to softly as his head shot up and eyes widen.

"Lana?" Peter replyed back surprise to see her of all people.

To Be Continued.