Excelsior - My Marvel Academia - march4fun (2024)

Chapter 1: A Chance Meeting

Chapter Text

The Stark Expo was in chaos. Explosions rocked the streets, rockets and grenades fell from the sky, and humanoid metal figures dueled in the air above the panicking crowds while others fired from the ground. The big globe in the center of the Expo was already heavily damaged by flying Hammer Drones, and more Expo buildings were being destroyed by the second.

A war was being waged in the middle of Empire City between a force of dozens arrayed against a single man.

Needless to say, the evening was not going the way five-year-old Peter Parker had expected it to be. His Uncle Ben had won tickets to the Expo in a lottery at work and Peter had been practically bouncing off the walls all week in his excitement to finally see what sorts of wonderful things were on display. His family had been there all of twenty minutes, just enough time for him to get an Iron Man costume helmet and gauntlet, before everything started exploding. The panicked crowd had stampeded in their attempt to get away from the main stage when the drones HammerTech had been showing off suddenly opened fire. The sudden rush of panicking civilians had forced Peter away from his aunt and uncle's side. Now, Peter was lost, scared, and confused. Frightened people ran away from the advancing drones, all of them passing him by in their rush to escape.

Peter looked again at the sky, where the Invincible Iron Man was fighting against the rogue drones. The drones fired countless rockets at him while another, darker figure attacked Iron Man with a huge gun. Peter remembered the man leading the HammerTech presentation calling that one a War Machine.

Steadily, though, Iron Man was destroying the drones one by one. He twisted through the air, making hairpin turns and sudden drops and stops, spinning around to blast the drones to pieces with his repulsor blasts or other weapons. Eventually, there was only the War Machine chasing after Iron Man, hundreds of feet in the air. Iron Man dodged a stream of bullets from his opponent's gun and twisted around, bringing his glowing chest laser to bear. At the same moment, the War Machine fired a missile from it's shoulder. Iron Man's laser struck the War Machine at the same time the missile hit Iron Man. The War Machine was sent flying out of sight while Iron Man was knocked from the sky, slamming into the pavement not five feet away from Peter.

There was silence. The civilians had already fled, leaving this area of the grounds empty except for the two of them. With slow footsteps, Peter made his way to the small crater Iron Man had made in the pavement. The hero lay on a mound of broken concrete, his chest emitter glowing while his eyes were dark. He wasn't moving.

"M-… Mister Iron Man?" said Peter. The hero didn't answer. "Mister Iron Man, Sir?" Peter said again, this time stepping closer. When the hero still did not acknowledge him, Peter hopped into the crater and took hold of Iron Man's hand. "C'mon, Mister Iron Man. You have to get up. You have to save the day." Peter set his feet and heaved at the armored limb, trying to pull Iron Man upright. He might as well have been trying to pull a car by himself.

Peter suddenly became aware of loud, thumping footsteps coming up behind him. Turning over his shoulder, he saw one of the Hammer Army drones lumbering closer until it towered over them. It's glowing blue optic stared down at them, whirring and focusing before its cannon lowered to point at the two of them.

Peter, suddenly forgetting to be afraid, stood between the fallen hero and the rogue drone. The young boy raised his glowing glove to point at the drone.

"Stay away from him," squeaked Peter, his voice cracking at the end. The drone gave no answer beyond adjusting its cannon.

Ehhnnn-BOOM!

Peter jumped in surprise as the drone was suddenly flung back with a smoking crater in the center of its chest. The boy stood there, blinking in confusion between the destroyed drone and his toy gauntlet before he thought to look over his shoulder, where he saw Iron Man lowering his hand. Iron Man's eyes were bright once again as he pushed himself out of the crater he had made. He let out a tired breath before clapping Peter on the shoulder. The force from the metal hand almost knocked the boy off his feet.

"Thanks for the save, kid," said Iron Man. "You got guts."

"Y-…You're… welcome…" Peter said, his rattled mind suddenly realizing he was speaking to his personal hero. Peter's eyes almost sparkled as Iron Man stood to his full height and stretched, working out any pains in his limbs.

"What's your name, kid?" asked Iron Man.

"P-p-peter," the boy stuttered.

"That's a nice name," Iron Man said. "Any idea where your folks are?"

Before Peter had the chance to answer, another armored figure flew down from the night sky, this one wrapped in black and gray metal. It was the War Machine.

"Look out!" Peter shouted and pointed upward, but Iron Man was already putting himself between the approaching attacker and Peter. He held up both hands, which started priming for a repulsor blast.

"Whoa, whoa! Hold your fire, Tony!" said the other armored figure, holding his hands up in surrender. Peter's mouth dropped open in shock. The War Machine wasn't a robot?

Iron Man's hands lowered slightly, but he did not stand down.

"You back in control, Rhodey?" he asked.

"Yeah," the other one said with a nod. "That blast of yours cooked my circuits a little and the system reset. I'm five-by."

"Good to hear," Iron Man said, finally lowering his hands. "Any more of those drones out there?

"My scanners are showing three more groups, all of whom are converging on us at this moment. My advice: I say we get to that garden building and get 'em in a bottleneck."

"Sounds like a plan," said Iron Man.

It was at that moment that Other Man, as Peter had started thinking of him as, finally took notice of the young boy.

"Who's the kid, Tony?" he asked.

"Name's Peter," said Iron Man. With that, the Pro Hero turned to the boy. "You remember the way to the front entrance, kid?"

"Yes, Mister Iron Man," Peter said with a nod. He heard Other Man stifle a laugh.

"Good. I need you to head there. Police should be showing up soon. You can find your folks there. Okay?"

"Okay," said Peter, nodding again.

"Good, now run along. Us two have bad guys to fight."

"Good luck, Mister Iron Man," Peter said before he started running toward the entrance gate of the Expo. He could hear them as he left.

"Never knew you could be so good with kids, Tony," Other Man said with a laugh.

"Shut up and get moving, Sidekick," Iron Man muttered.

"'Sidekick'? Which of us has military experience here?"

"Um,me. Y'know, since I've kinda been doing your jobs for years. No need to give me a medal over it, Sidekick."

Then the two armored men then flew into the air to finish the battle while Peter kept running to safety, unable to keep a joyful smile off of his face.

Just wait until Eugene hears about this.

The events of that night had struck a fire within Peter. His idol had been Iron Man, the Number One Hero and the Last Avenger, ever since Peter was old enough to understand who heroes were and what they represented. Seeing the man up close, even helping him and being praised by him, had removed any doubt from Peter's mind in what he wanted to be when he grew up.

When Peter was five, he knew that no matter what, he was going to be a hero.

When Peter was six, he learned that that was impossible.

Peter still remembered the silent, morose dinner that had followed after the doctor had told him, Aunt May, and Uncle Ben that Peter would never get a Quirk. Aunt May had quietly cried for him while Uncle Ben had made a few awkward attempts at jokes before giving up.

It wasn't long before everyone at school found out. The title of 'Quirkless' had been hanging over his head ever since.

Then, when Peter was nine, everything went from bad to worse. The loss of his Uncle Ben had sent him into a dark abyss of sadness and pain.

A dark abyss that was a lot less literal than the one he currently found himself in.

Fifteen-year-old Peter Parker was idly thinking that this locker was getting a little too small for him to be shoved into now. He could try bringing it up to Eugene, but he had the feeling he knew howthatparticular conversation would go. So for now, it was just him, a backpack, and four metal walls that were just now starting to feel like they were closing in on him. Peter sighed. Years of being shoved into lockers had started to numb him to the inherent panic of the situation, but even that had limits of what he was willing to wait out. But, with his arms trapped as they were, there was nothing he could do but wait.

A shadow passed in front of the vented opening in the front of the locker, grabbing Peter's attention. A moment later, there was a knock.

Rat-tatta-tat-tat.

Peter managed to maneuver his foot free enough to kick a clumsytang-tangagainst the metal. He heard the sound of the dial being spun before the locker came open, finally allowing him to soak up the light of buzzing fluorescent bulbs. He let out a sigh of relief as he managed to extricate himself from his locker and stretch his stiff joints.

"Thanks for the save, man," he said gratefully. Ned Leeds, his best friend, smiled and patted him on the shoulder.

"No problem, Pete," Ned said with a smile. His face drooped as he looked back into the locker. "Was it Flash again?"

"Yup," said Peter before he started cleaning his thick, round glasses. "What time is it?"

"Three minutes until last period," said Ned. He winced. "You missed Chemistry. Again"

Peter groaned and massaged his temples. Due to various locker-related shenanigans, he had missed enough class these last few years that he was reasonably sure he could be labeled a delinquent. The only reason that his teachers didn't make much of a fuss over it was because he always scored so high on his assignments and tests.

Giving another sigh, he followed Ned through the halls of Midtown Middle School. In terms of learning institutes, it wasn't anything to write home about. A concrete building that contained gray linoleum tiles paired with gray wall and topped with gray ceilings. The paint was being chipped from the walls while piles of dust were slowly collecting in every corner. It wasn't a bad school, but it wasn't a great one either. Peter and Ned made it to class before the bell rang and they took their seats. The rest of their classmates also trickled in to join them. They came in every color, shape, and size. There were kids who with extra limbs or antennae, kids with wolf-like features or silver skin, and even one kid who had a ball of burning green energy where his head was supposed to be. Next to everyone here, Peter and Ned looked absolutely boring.

The bell rang then, calling the start of class. The last class of the day was English, and it was honestly a waste of time. Their teacher, Mr. Gladlee, was a writer who was determined to create the next great American Novel. Therefore, he would spend endless minutes waxing poetically about subjects that could be cleared up in one or two sentences. This approach also extended to his assignments. If a student used lots of flowery language and made a few statements about symbolism, they were guaranteed an A. The man himself sauntered into the room about a minute after the bell rang — just like always — and set his bag on the front desk.

"Good afternoon, everyone," he said as he adjusted his glasses. There were a few murmured greetings from around the room, but that was it. "We'll be talking about something special today." That statement got a little more attention. "Now that you have begun the final winter of your middle school days," he said, "you must begin to ponder the twisting path of life you wish to set yourself upon. Each and every one of you is capable of great and wonderful things, but all of that wondrous potential depends on which path you place yourself upon in this moment." He opened his bag and pulled out a sheaf of papers. "These are documents that you have filled out with what you plan to do with your lives. I would offer consultations if needed, but…" he trailed off as he set the papers aside and sighed, "I think I have a clear understanding of the path you all plan to commit yourselves to."

As if that were a cue, the whole class erupted into cheers of excitement. There were many cries of 'we're gonna be heroes!' from all around. Ned rolled his eyes while Peter stared at his desk and tried to make himself smaller.

"Yes, yes, like many before you," Mr. Gladlee said with a sigh, "you have been seduced towards that bloody path, seized by that youthful passion to waste away your days giving in to your violent instincts rather than commit to honest labor or studies of the arts."

"Damn straight!" said a student in the back row, prompting more cheers.

"Oh, how far our species has come," muttered Mr. Gladlee, shaking his head.

A loud, mocking laugh suddenly rang throughout the classroom, causing everyone else to become quiet and turn to the person laughing. He was a tall, muscled boy with a solid square jaw and short, spiked blond hair. He wore a letterman's jacket over a t-shirt and currently had his feet kicked up onto his desk while he sneered arrogantly at the class.

"You got one thing right about that, Teach," Flash Thompson said. "These dumbassesarewasting their time. They'll be lucky if they end up as useless sidekicks at a third-rate agency after graduating from a school just as crappy as this one is." The class immediately glared at him.

"You're not better than us!" "Yeah!" "We can kick villain butt just as well as you can!"

"Shut the hell up!" yelled Flash. "You're not as strong as me!Nobodyis as strong as me! I'm going to SLA and leaving you weaklings behind!"

"Please try to settle down, Mr. Thompson," Mr. Gladlee said without any real commitment. Flash was captain of both the basketball team and the football team, so he often got a free pass when he acted up in class. The teacher began paging through a new sheaf of papers, giving each one a quick glance. "In my class, however, impressive quirks and hero courses like SLA are secondary to true learning."

The rest of the class began to murmur among themselves. The Stan Lee Academy of Heroic Studies, or SLA, was the premier Hero school in the country. It was also exceedingly hard to get into, with a 0.2 percent acceptance rate. Because of that, it turned out many of the greatest heroes in the world, including at least six of the top ten Heroes in the nation.

It was also the school that Peter wanted to go to more than anyplace else.

During this whole time, Flash had been bragging about how amazing he was going to be and how he would be the absolute best at SLA. Of course, the teacher made no effort to actually reign in his behavior. They never did. Instead, Mr. Gladlee was flipping through his papers before he suddenly stopped.

"Ah," he said with interest. "Mr. Parker?"

Peter snapped up straight in his seat.

"Y-yes sir?"

"There must be some sort of error," Mr. Gladlee mused. "It says here that you are applying for SLA's SupportandHero courses, but we all know that that can't be correct. What's the meaning of this?"

The class suddenly went totally silent as they all stared at Peter. Peter's shoulders tightened as he stared back down at his desk.

"It's correct, Mr. Gladlee," Peter answered.

There was a pause. Next to him, Ned facepalmed. Then the entire class was laughing. He could hear jeers of 'quirkless', 'idiot', and 'hopeless', but he just stayed in his seat and weathered the storm of insults. He had known this was going to happen eventually.

"Now, now, class," said Mr. Gladlee, making a small attempt to reestablish order. "Peter too has been filled with passion. He is entitled to his own dreams, however ridiculous they may be."

That just made all of the students laugh harder.

Peter took a moment to glance out of the corner of his eye. Just as he expected, Flash Thompson was staring right at him. Flash's eyes were burning with anger as he gave Peter a glare so nasty it could have peeled paint of the walls. Peter turned his eyes back to his desk.

The rest of the class seemed to wash right over Peter. He didn't say anything for the duration of class nor did he even make a sound, lest he make himself a target again.

Eventually, when class was finished for the day, the other students filed out until only Ned and Peter were left in their seats. Ned gave Peter a look of confusion.

"What the heck are you thinking, Pete?" asked Ned from where he sat right next to Peter.

"I don't know," said Peter.

"I thought we were going for the Support course together. We were gonna make lots of Hero gadgets together, right? Why are you signing up for the Hero course?" demanded Ned.

Peter took a breath before looking his best friend in the eye.

"Have you ever imagined being like Iron Man?" he asked Ned. Ned's faced twisted.

"Not again, Pete. We've been over this before."

"I'm serious!" Peter said. "I think that being a hero is possible for us. Don't you want something like that?" Ned's eyes widened.

"Oh, no way, man," he said, giving a vigorous shake of his head. "I wanna live!"

"But don't you think it's possible to do more?" Peter asked. "Instead of just sitting in a lab designing support technology, we could actually be the ones to use it to help people. Iron Man is the Number One Hero in the country and he does it all with the technology he makes himself. Who's to say we're not capable of something like that?"

"Um, literally everyone, man," said Ned.

He tapped his fingers against his chin before focusing a long stare at Peter. For a few moments, the two of them just watched each other. "Peter," said Ned, "You're my best friend, okay?"

"Um… okay?" said Peter, arching an eyebrow.

"And I really like being your friend. I just want you to know that." Ned paused for a moment. "Up till now, I've humored this crazy Hero Course idea of yours because we're best friends and because I thought you would grow out of it. Since you clearly haven't, I'm gonna level with you.

"You don't have a Quirk, Peter"

Those words coming out of his best friend's mouth felt like knives through Peter's heart. Throughout their entire friendship, Ned had never brought up Peter's Quirkless status to him. It had always been something that they had ignored between them.

"You don't have any powers at all," continued Ned. "You don't have any devices that didn't originally come from a dumpster. You don't have a few billion dollars lying around for all the good materials. I am telling you from the bottom of my heart, man, that you can't do this."

"It still isn't impos-"

"Dude," Ned interrupted, "I've heard about what the Hero Entrance Exam involves. If you go there with a handful of gadgets and wishful thinking, you willliterallydie! I am serious, Pete!"

Peter blinked at Ned, thinking over what his friend had just said. Signing up for the Hero Course had been a snap decision, caused by the reemergence of youthful hopes and dreams. Peter sighed, took off his glasses, and massaged his brow.

"I just… I just felt like I had the chance to do more. Y'know, more than just making some new grappling hook for someone who won't appreciate it. I… I've got a responsibility to do more."

"Peter, we can totally do that," Ned said insistently. "Once we get into the Support class, who knows what we'll make. We could probably come up with Support Items that can stop crime in seconds." Ned smiled. "And imagine what we can make when we actually graduate!"

Peter mulled on this for a few moments longer. With another sigh, he put his glasses back on.

"Okay," said Peter. "You're right. It wasn't going to work out."

Ned leaned back with a sigh of relief.

"Oh thank God," he said. "I thought you were going insane again." Ned gave Peter a goofy grin before holding his hand out to him. "Science Bros?"

Peter gave an attempt at a smile and nodded.

"Science Bros."

The two of them were halfway through their special handshake when the classroom door was suddenly slammed open. Flash Thompson stomped into the room, his nostrils flared and his mouth set in a hateful scowl. Two of his followers were close behind him, but Peter barely took notice. His focus was swiftly going into tunnel vision on Flash.

"You think you're real funny, don't you, Parker?!" demanded Flash. Peter, having enough experience to know where this was going, quickly whipped off his glasses and handed them to Ned. The world became a hazy mass of blurred colors, but it was better than another broken pair of glasses.

"I-I don't know what you're talking about," Peter said to the blob that looked like Flash.

"The hell you don't!" Flash snapped before grabbing Peter by his shirt collar and roughly pulling him out of his chair. "Where do you get off trying to go to SLA?! You Quirkless piece of sh*t!"

Peter felt as if there were firecrackers going off in his stomach. He was going to be sick.

"C-c'mon Eugene," Peter said meekly. "It's no big deal, really. I'm not actually trying out for the Hero course. I'm gonna do Support."

"Don't call me that!" snapped Flash, giving Peter a hard shake. "You still don't get it, Parker! I don't want you going to SLAat all!" With a mighty shove, Flash sent Peter stumbling against the wall. "That goes for you too, Lard Boy! I don't want to see either of you try out for SLA!"

"C'mon Flash…" said one of the followers. "Don't you think this is a little-?"

"You shut up!" yelled Flash, making the other boy cower away from him. Peter couldn't be certain, but it looked like Flash had turned back to face him. "You and Lard Boy are useless wastes of space! That's all you'll ever be!I'mthe only one in this sh*thole of a school who deserves to go to SLA! You got that?! SLA is for the best heroes in the world, not Quirkless nobodies and fat useless pigs!" Flash grabbed Peter's collar in one hand and lifted him straight up into the air. Peter's legs kicked pitifully, desperate to be connected with the ground. "You understanding that, Parker?"

Peter didn't answer. His body was too busy shaking in fear to put together any words.

The next moment, Peter was dropped unceremoniously to the floor while Flash suddenly swung his arm to the side. Peter clearly heard the sound of shattering wood and screeching metal. Flash must have destroyed one of the desks.

"Consider that an example," said Flash, the sneer evident in his voice. "Stay in the gutter where you belong." With that, Flash left with his followers trailing behind him.

The classroom was still and silent before another hazy blob came close to better and extended something toward him. It took a few tries, but Peter managed to take his glasses back from Ned. When the world was back in focus, Peter shot Ned a look. His chubby friend looked a little saddened, but he gave Peter a smile all the same.

"That didn't go so bad," Ned said, helping Peter to his feet. "Definitely could have gone worse."

Peter didn't say anything as they left the classroom side by side and made their way out. By the time they had reached the front doors of the school, Peter stopped feeling like he was going to throw up at any second. He glanced at Ned.

"So…" started Peter, hoping his voice didn't sound as trembling as he felt, "you wanna come over? I think there's some new anime we can try out. We can see if any are worth watching? Then maybe we can do some tinkering?"

"Sorry, dude," Ned said with a shrug. "I have cram school today. Remember?"

"Oh… right… Sorry, I forgot." Even though it was just the two of them, Peter still found himself feeling self-conscious. Ned had started going to a nearby cram school to study for the SLA Support entrance exam. The program was highly recommended, but also incredibly expensive. Too expensive for Peter to take part in.

"Hey man, don't worry," Ned said jovially, swatting Peter on the shoulder. "We'll meet up this weekend and you can look over my notes, okay?"

"Okay," Peter said with a nod. "I'll just do some tinkering on my own." That thought cascaded through Peter's mind, suddenly reminding him of something. "Oh man!" he said, slapping his forehead. "I didn't go to Chemistry! I couldn't get the hexamethylenediamine."

Ned suddenly laughed before swinging his backpack off his shoulders.

"Oh yeah, no worries, Pete," he said, digging into one of the pockets. A moment later, he pulled out a glass beaker covered by plastic wrap and containing a viscous clear liquid. "Swiped this while the teacher had her back turned."

"Oh, thank you Ned," Peter said with a smile, taking the beaker from him and placing it in his own backpack next to another beaker that was similarly covered. "Want me to wait for you or can I try mixing it up tonight?" Ned waved him off.

"Don't wait up. Send me a text to tell me how it goes."

"Okay."

The two of them started their handshake. Six movements that many would see no importance in. But not these two. To Peter and Ned, each movement was a representation, a memento of the Avengers, the greatest heroes that ever lived.

Their handshake was both an homage to their idol, Iron Man, and a memorial to his fallen comrades.

After their handshake was concluded, the two of them parted ways, with Ned heading downtown to where cram school was held while Peter was left to walk the five blocks to the train station that would take him home. Peter idly kicked at sidewalk trash as he walked, lost in thought. He had indeed heeded Ned's words. He knew how insane of a notion it was. But nothing had changed for him.

More than anything in the world, Peter Parker wanted to be a Hero.

Chapter 2: Don't Meet Your Heroes

Chapter Text

Empire City

On the streets of Empire City, cars blasted their horns at each other as the various drivers battled for dominance. The sidewalks were filled with hundreds of pedestrians going about their business as street merchants and food cart owners hawked their wares to the indifferent crowds. Up above, trains roared across their elevated tracks, carrying commuters to and from their places of occupation. It was a completely average day in the city.

Until the front of a bodega exploded outward.

Metal bits and shards of glass went flying in every direction. Pedestrians screamed and dove for cover. One man covered himself in stone armor while another woman erected a forcefield around herself and her daughter. A boy with a lizard tail turned invisible as he ran down a nearby alleyway. Everyone's eyes were focused on the damaged bodega.

Suddenly, a bizarre sight waddled out. The man responsible for the damage was almost seven feet tall and was the fattest man the bystanders had ever seen in their lives. The man had at least four chins, no neck, and a waistline that was wider than some men were tall. Even his arms had the appearance of parade floats before ending in awkwardly tiny hands. He was wearing a bodysuit of lavender with pink accents and black pant-boots. A gym bag's strap was struggling to wrap around him while crumpled bills were spilling out of the bag.

"Somebody stop him!" the bodega owner yelled from inside. The villain just laughed.

"BA-HA-HA-HA-HA! No chance of that!" said the villain in a deep voice. "Nothing can stop CRITICAL MASS!"

With another howl of laughter, the villain lifted his hand and fired a beam of energy from his fist. The beam sliced through the air before colliding with a parked car. The car immediately exploded into the air and landed upside down in the middle of the street.

"MY CAR!" screamed a young man a few doors down from the bodega. That just made the villain laugh harder. When he had finished amusing himself, Critical Mass pointed his fists at the sidewalk and fired his lasers into the pavement. To the shock of everyone, the enormous man slowly rose into the air and awkwardly flew down the street, laughing like a maniac as he used his hands like jet engines. In moments, he was around the corner and out of sight.

Among the bystanders was a man blinking in bewilderment at what he had just seen. He wore a baggy sweatshirt advertising a band that had broken up over three decades ago, jeans with a frayed knee, a faded baseball cap, and a pair of silver-framed sunglasses. He had an anchor beard and mustache that were well on their way to turning completely gray. A plastic bag of Mexican takeout dangled limply from his fist. The man blinked a few more times before he tapped the frame of his glasses. Immediately, a number of holographic displays were projected onto the lenses.

"FRIDAY, did I just see what I think I just saw?"

"Do you think you just saw a sumo wrestler firing laser blasts and then flying away from the scene of a robbery?" asked a female Scottish voice in his ear piece. "If so, then yes, that is correct, boss."

The man's shoulders slumped as he sighed, but he turned around and started stalking toward an alleyway.

"Is it too much to ask to get some decent tacos in this town?" he muttered to himself. He passed by a homeless man holding a cardboard sign and pushed the bag of takeout into the guy's hands. "Enjoy," he said before jogging down the alley.

"I am obligated to tell you that you need to pace yourself, boss.You already did a lot of activity earlier in the day."

"Just keep the display up and don't nag me about it. Where's the suit?"

"I started sending it over the moment the shop exploded,"answered FRIDAY, sounding proud of herself.

"Good," he said.

The man took off his glasses and placed them into his pocket before lifting his sweatshirt and pressing a switch attached to his belt. Suddenly the sweatshirt shrunk and clung to him as if were vacuum sealed. No sooner did he do that that he heard a small engine streaking toward him. The man calmly turned around and held up a hand. The metal object flying down toward him opened at the last second and clamped around his forearm. The device whirred and clicked as armor plates extended over his elbow and up to his bicep before settling into place.

More metal objects of various sizes flew down from the sky and each of them latched onto a part of his body before extending and connecting with their fellows. Piece by piece, limb by limb, they connected to form an advanced suit of armor. The chest, forearms, and shins were all dark red while the rest was bright silver. A final piece, a gold-titanium mask, was the last to arrive. He plucked it out of the air and affixed it to his face where it snapped into the rest of the helmet. Immediately, the heads-up display activated, showing him that all systems were green across the board.

"Time to go to work."

With a grim smile on his face, the Invincible Iron Man took off into the air.

The Burbs

Peter blinked in stupefied silence as he stepped off the bus. His jaw hung open. A trembling hand rose to point at what he was seeing. His lips tried to move, but only strangled mumbles came out.

"Wha…whuh?"

One of the nearby police officers charged with keeping people away from the police tape looked at him and a flash of sympathy went through his expression before it settled back to neutrality.

"Sorry, kid," he said, looking back to the disaster area Peter was staring at. "It got trashed in a fight between Goliath and some new villain. Repair crews are on the way, but it will be closed for at least a week."

Peter didn't answer as he stared at the crushed concrete and twisted metal that had once been his train station. It looked like some giant had accidentally sat on it and he could see a few cast-off train cars that had the clear indents of a truly massive pair of feet. Hero fights of this scale usually kept to more hectic places like Empire City or Velanden instead of the Burbs. Peter was supposed to take this train about five miles and then walk to his house, but now…

Peter sighed and turned away from the destroyed station to begin trudging down the sidewalk. The way home would now involve a bit more walking, but maybe the trains would still be running at the next station. Peter pulled his flip phone out of his pocket and dialed Home, but only got the answering machine.

"Hey Aunt May," he said, trying to smile as he talked. Aunt May was good at guessing his moods over the phone. "Just wanted to let you know that my train station got kinda… destroyed today. I'm walking down to the next station, so I'll be home a little late. I'll see you later. Love you. Bye."

He hung up and placed the phone back in his pocket, continuing with his long walk down the cracked sidewalk. The commuters of the Burbs zipped along the road, hoping to reach their destinations before rush hour was upon them. He followed the above-ground train tracks, passing pizza parlors, pharmacies, and pawn shops. He walked by his favorite sandwich deli, the yoga studio that Aunt May attended on weekends, and that Vietnamese place that gave Uncle Ben food poisoning that one time.

On the horizon, he could see the towering skyscrapers of Empire City. Stark Tower was chief among them, the sunlight somehow managing to glitter just a bit more off of it than the others. Even if Stark Tower wasn't the tallest building in Empire City, it still knew how to draw attention to itself.

As he turned his eyes from Stark Tower, he saw a television in an electronics store showing video footage of a very familiar armored figure. Peter smiled as she sidled over to listen to the exploits of his favorite hero, but he winced when he saw that the footage was coming from Daily Bugle Communications.

This isn't gonna be pretty,he thought to himself. The DBC had had it out for Iron Man for years.

"…and even though our brave police officers are pleased to report that the perpetrator is now in custody,"said the news anchor, a very angry looking man with a toothbrush mustache, "the damage done by Iron Man must not be ignored! The 'Last Avenger', as people call him, takes his sizable ego right from the boardroom to our very streets, acting with no regard for collateral damage. As we see in the footage, he even picks up a car sitting on the side of the road for the sole purpose of smashing it onto the villain! What has our city come to?!"

Behind him, a screen was showing footage of a muscular villain with a Quirk that made him look like some kind of were-boar. The villain was currently tearing apart the scrapped remains of what had once been a car. Strafing through the air above him was Iron Man, firing off repulsor blats that didn't seem to do much to the raging villain. Then Iron Man boosted forward and landed directly in front of the villain, cracking the asphalt beneath him and extending his hand toward the villain's face. A puff of dark gas blasted from Iron Man's hand before he engaged his thrusters again, skidding back a few feet to get some distance. The villain sneezed before bellowing angrily in annoyance and stomping toward the hero. He had gone only a few steps before he suddenly seized up, his limbs jerking slightly, and then fell face-first onto the street. He was down, but clearly breathing.

"Ladies and gentlemen, we must accept the fact that Iron Man has not been the same since the unfortunate passings of his teammates. He has grown egotistical, irreverent, and he thinks he can destroy both city and personal property willy-nilly just because he can confidently tell everyone 'Send me the bill'. Tony Stark, if you're even bothering to watch our broadcast, you will one day find a situation where your cold, hard cash will not be enough to keep you out of trouble."The man paused before he suddenly pointed an angry finger at the camera."And another thing, Mister Stark! My Stark-brand toaster burns my waffles every morning without fail AND I HOLD YOU PERSONALLY RESPONSIBLE!"

At this point, Peter had stopped listening to the broadcast and continued on his way. His mind returned to the gas Iron Man had used.

Is that some kind of tranquilizer gas? No, that didn't explain the twitching. Like he had been electrocuted? Oh, that must be it! It must have been a bunch of some sort of taser devices, small enough to be administered as a spray. Iron Man had enough nanobots on hand to use them as a spray? That's incredible! It must be easy to deliver the shock to exactly the place you want it to go. Power would be a bit of a problem, but maybe he was using something like super-miniaturized arc reactors? How long does it take to make a single nanodevice? If I had something like that, I could-

Peter's thoughts ground to a halt as he remembered the conversation he had with Ned. He gave a sigh before turning from the television and continuing his walk.

There had to be something he could do. He could help so many people if he was a hero. He just had to come up with something that would help him get into the hero course.

I think I still have that blueprint Ned and I made of an electrified glove,Peter thought.Maybe I could make something like that? At least while I'm trying to get Dad's formula to work.

Following the train tracks above led Peter to a T-intersection at the end of the street. Taking the long way around would add almost ten minutes of walking, so Peter opted to walk through the alley between the pizzeria and the nail salon. It was mostly used for employee parking and dumpster pickup, but there was a narrow exit out the other side that would let him keep following the tracks.

He had made it a few steps into the alley before he heard a dullboom. He stopped and looked around, wondering what had caused it. Suddenly, a massive shape smashed straight down onto one of the parked cars with an almighty CRASH! Peter jumped in surprise and turned to see the most enormous man he had ever seen starting to move around again.

"God damn stupid metal asshole!" the fat man said as he attempted to roll himself off the destroyed car. The man's reddened and angry face locked on Peter and the man almost snarled. Peter barely had the presence of mind to stumble back a few steps. The fat man had just managed to push himself off of the car when a second object fell from the sky, slamming down so hard that the asphalt cracked beneath him.

Peter's mouth dropped open as Iron Man stood up from his crouched landing position, his glowing eyes focused squarely on the visibly shaken villain.

"Now you're just starting to make me mad, buddy," said Iron Man, his hands flexing into fists. "And that's after I saw you usingmyflight technique. Does the word "copyright" mean anything to you?"

"f*ck off, you smug bastard!" said the fat man. "It's people like you that keep the rest of us from hitting up Easy Street."

"Looks more to me like you've been hitting up the buffet line."

"I am CRITICAL MASS!" roared the man. "And I'm gonna be the one that shuts you down for good, Tin Man! I'm gonna-!"

"Heard it before," interrupted Iron Man before turning his palms toward Critical Mass, unleashing two repulsor blasts. The energy beams connected with the fat man's torso, throwing him back against the car before he flopped bonelessly to the ground. "Can't believe you took so long," Iron Man muttered with a shake of his head. "Hey FRIDAY, is the old Hulk Cage still working?" He paused. "Well, just brush off the mothballs and mouse droppings, I need it. No, it only needs to transport this big pink dumbass back to Empire City." Another pause. "Okay, just get it here as soon as you can." The hero put his hands on his hips and let out a tired groan. "Well," he said, "I'll be here, then." Iron Man extended his hand toward the thoroughly destroyed car and a small device popped out from below his wrist. With a lightchuff, it spat out a disk that stuck to the hood of the car and began to glow. Blue holographic letters appeared over the device to spell out 'SEND THE BILL TO TONY STARK'.

It was at this point that Peter managed to regain full awareness of what was going on and who was standing in front of him.

"You're Iron Man!" Peter cried out, a disbelieving smile on his face. Iron Man turned his head and seemed to take notice of Peter for the first time.

"And the good news just keeps coming…" he said quietly.

"Ohmygodit'sreallyyou!" Peter gushed, his hands starting to shake. "The number one Hero in America! Right here! In the flesh! You're so much cooler in person!"

"I get that a lot," answered Iron Man. "And, kid, before you get started: no, I will not introduce you to other Heroes; yes, I still run my company while being a Hero; and no, I will not supercharge your WiFi. I just want to make sure all that is clear."

"Okay!" said Peter, not even bothering to be confused by what Iron Man just said. "Oh man, this is so cool! I've been wanting to meet you my whole life. Well, I-I mean I met you once already, but I was really young and you were working so I didn't get a chance to talk much. Wow, I have so many questions I wanna ask you! I'm Peter Parker, by the way. But oh my gosh, you are my absolute favorite Hero and I love all of your suits and gadgets and the fact that you make them all yourself and-!"

"Okay, kid, you're gonna need to slow down if you want me to understand what you're saying," said Iron Man, turning his gaze to the sky above. A moment later, his head snapped back to Peter, like he was surprised. "Wait…I'myour favorite Hero?"

"O-of course!" said Peter.How could that even be a question?

For a moment, the only sound in the alley was passing cars and the snores of the unconscious Critical Mass.

"Hm," muttered Iron Man. "Finally. Someone with taste. Been a while since I've met one of those." He was still talking to himself, almost like he had forgotten Peter was there. "You would think my popularity numbers would higher considering that I still pull in the most bad guys, but people... There's no telling those idiots that. Instead…." Iron Man finally looked back at Peter before glancing over his shoulder at the sky again. "Tell you what, kid," he said, giving his attention back to Peter. "There's an advanced cage flying in to take this guy to lockup. I'll give you until then to ask any questions you have. Go."

"Oh! Really?! Um… okay…" said Peter, wracking his brain for anything he could ask. He frantically scratched his head for a moment before he finally thought of something. "Um, so, how do you come up with new armors?"

"That's an easy one. I imagine new situations," Iron Man said, leaning back against the destroyed car. "Every suit I make gets the same basic suite of weapons and tools, but I specialize any suit that isn't a straight upgrade. I think of scenarios and put in the best tools to handle it."

"Like that earthquake in Idaho two years ago," Peter said with a smile on his face. "You used that suit specifically designed for natural disasters, with the rubble scoops and bracing bars. That was the Model Thirty-Five, right?"

He co*cked his head to side. "That's right, kid," said Iron Man. "Next question?"

"Um…" said Peter. There had been one thing that he had wondered about Iron Man over the last few years. "Why haven't you made any public appearances in years? I mean, outside your suit. Like at Stark Industries events?"

Iron Man crossed his arms and stared silently at Peter, making the boy start to feel awkward. After a long pause, Iron Man spoke.

"I don't want people to know that I'm going bald."

"Really?" asked Peter.

"No. Next?"

"Um…" Peter trailed off, looking at the ground and scuffing his tow against a spare piece of litter. There was one question he was desperate to ask, especially after the day he had had. More than anything, Peter wanted to be a Hero, to save as many people as possible and make the world a better place. He had no powers other than his mind, though. But Iron Man was a Hero who made advanced combat armor with his own two hands. Surely he might understand, right?

"Um…" Peter said again. "I… I just want to know… if…"

"Tick tock, kid. You're running low on time," said Iron Man, tapping a finger against his armored bicep.

"Iron Man, do… do you…" Peter said, struggling to get his words through the sudden dryness in his throat. "Do you think that… that someone can become a Hero even if they don't have a Quirk?"There was silence meeting that question. Peter stared down at the asphalt, scared to look up at Iron Man. Something about the man had changed. He seemed to go stiff.

"By 'someone'", Iron Man droned, "can I assume you're talking about yourself?"

Peter gave a jerky nod.

"I don't have a Quirk," he said, "but I'm smart. I can build things. I ace every science course I take and my friend Ned and I make new devices whenever we get the chance. He wants us both to go to the SLA Support course, but… but I really think I can do much better as a hero. Do… do you think someone like me could be a hero?"

"Depends," said Iron Man. " Can you program combat bots to help you in battle?"

"Um… no."

"Can you hack a cell phone to make it tase the poor fool who answers it?"

"No, I can't."

"Can you make weapons powerful enough to stop a bank robber in their tracks?"

"Well…," said Peter, feeling his spirits start to sink, "I can build computers out of stuff you find in dumpsters. And I'm working on this adhesive tool my dad started."

"Cute," Iron Man said, making the word sound like a scoff. "Do you at least know some martial arts? A bit of karate? Maybe a judo throw?"

"I, um… my friend and I watch a lot of Bruce Lee movies," said Peter, cringing a bit.

"Yeah, that's about what I thought." Iron Man let out a heavy groan before refocusing on the boy. Peter could practically feel the glare through Iron Man's helmet. "Let me guess, you were one of those kids who was taking apart the family toaster before you were even in elementary school. And you've been tinkering ever since and wondering when your science classes are going to start getting difficult. How am I doing so far?"

Peter, making an attempt to tunnel his head into his shoulders, nodded.

"You think that's all it takes?" said Iron Man. "You think you can be a hero just using stuff you make from cannibalized kitchen appliances?" Iron Man stood up straight and took two clanking steps closer to Peter. Suddenly, he seemed impossibly large to the boy. "I've seen geeks like you before, thinking they can be a hero with nothing but a screwdriver and some pluck. But listen, kid, being a Hero is a serious business. When you're on the job, you're gonna run into some of the scariest bastards on the planet, the kind that make hardened heroes sh*t their pants with just a look. If you mess up on the job, you die. If you mess up worse, someone else dies." He now loomed over Peter, his blue gaze seeming to pierce right into the boy's soul. "I've seen things, kid. Things I can never forget. You want to be hero? You want to feel the weight of the world on your shoulders every hour of the day? You want to spend every night seeing the faces of every single person you weren't able to save? That's what being a hero means, kid. You think you can handle that?" His glowing eyes were inches away. "Because what I'm seeing now doesn't have what it takes."

Peter swallowed and took a step away as the words sunk in. He opened his mouth to respond, but choked on the words.

"I…" he said, his voice sounding strangled. "I just… want to be like you."

Iron Man took a step back at that. He actually seemed shocked at hearing Peter's words.

"Well," Iron Man said after a long pause, "that's where you made a mistake, kid. Also, time's up."

Just then, Peter heard what sounded like a small jet. Looking up, he saw a large metal pyramid flying through the air toward them with thrusters at each of its four corners. When it came close enough, it spun in the air so an open bottom was facing the ground before it slowly lowered itself toward the ground. It looked like it could easily swallow two cars, so it clamped down on top of the still-unconscious Critical Mass without a problem. After some metallic whirring and clanking, it rose into the air again, now sporting a solid metal bottom.

"And that concludes our talk," said Iron Man, activating his thrusters and rising into the air.

"But... Iron Man!" Peter called desperately. He could feel tears trickling down his face

"Look, kid," Iron Man said softly, "This isn't the type of world you're made for. Focus on getting into the Support course. Just- grrh!" Iron Man let out a grunt and held his chest. "Just… leave the heroing to the Heroes, okay?" he finished through gritted teeth before turning away from Peter and flying into the sky.

Peter stood there in silence, the sight of his idol flying away blurred out by the tears in his eyes.

Tony Stark only managed to fly a few blocks before he made a rough stumble of a landing on the roof an office building. A specific twitch of his fingers caused his suit to open and he fell forward out of his suit onto his hands and knees. He gasped in pain as he held his chest, his heartbeat hammering in his ears as his limbs trembled uncontrollably. After a few tense moments, the pain lessened and his body stilled. He was able to breathe easier. With a grunt of effort, he pushed himself to his feet and reached into his pocket, pulling out the sunglasses.

"How am I doing, FRIDAY?" he asked as soon as he put them on.

"You're done for the day, Boss" responded the AI in a tone that wouldn't allow for any argument. "Any more activityand you risk your heart giving out. I'll send a car for you and recall the suit later."

"Sounds like a plan," Tony grunted. "Have the car find my location. I'm gonna walk some of the way. Make sure I'm working okay." The roof access door opened without much issue and Tony descended the staircase.

"Y'know,"said FRIDAY, her tone scathing, "sometimes I forget what a right bastard you can be, Boss.But then you're always so kind to give me a reminder."

Tony took off the glasses and stowed them in his pocket without another word and continued down the stairs.It was for the best,he tried to tell himself.That kid was too naïve for this life. Why else would I be his favorite hero?

Chapter 3: Having What It Takes

Chapter Text

It was the whistling of the wind and the whine of the engines that dragged Critical Mass back to consciousness. The sounds started out muted, almost as if he were listening to them through earmuffs, but they gradually became sharper and louder. He could feel metallic vibrations coursing through his limbs and worsening his seasickness, his headache and the pain in his ribs. Vision was the last to come as he made the effort of opening his eyes. Images blurred together for a moment before focusing. Critical Mass took in his surroundings. He seemed to be in some sort of steel pyramid and it sounded like he was being taken somewhere.

The last memories of his fight with Iron Man came to the forefront of his mind and he grit his teeth in fury.

"That bastard!" he yelled, slamming a fist against one of the walls of his prison. "How dare he try to arrest me! Nothing can stop me!" Energy gathered in his hands as he pointed his arms toward the top of the pyramid. "Nothing can contain CRITICAL MASS!" he roared as he fired.

The cage he was currently sitting in had been designed to contain the Incredible Hulk. In its days of use it could stand up to his incalculable strength and rage, at least for long enough to move him to a less densely populated area. However, this cage had been built fifteen years ago and hadn't been used in ten. Its metal walls were fatigued, its engines weren't adjusted, and its power core had been in need of a tune-up for almost a decade.

When Critical Mass' energy blast struck the peak of the pyramid, where the armor was closest to the power core, it started a chain reaction that caused energy to surge through the circuits and blow out two of the cage's engines. The next thing Critical Mass knew, he and the cage were falling. Weightlessness had a hold on his considerable person for a scant few seconds before his cage crashed down to Earth, slamming him down to the metal bottom. Outside his prison, people screamed, alarms went wild, and cars crashed into each other in an attempt to avoid his sudden arrival.

The metal walls buckled and cracked, letting Critical Mass see the world outside. He began to raise his hands to blast his way out, but his left arm screamed in agony as he tried to move it. The arm seemed dislocated. He hissed in pain, but turned his attention to getting out. He would deal with that later. Right now, escape was more important.

A few good blasts were enough to open a hole large enough for him to climb out and he was once again out in the sunshine. While some bystanders were taking this opportunity to head for the hills, a few others were just standing there and staring like idiots.

Critical Mass stood up to his full height and that seemed to be enough to make a number of people run. When he looked over his shoulder, however, he saw a group of three teenagers staring at him from outside a burger restaurant. One of them was a muscle-bound boy with blond hair who was glaring at him. Little twerp. Another of the boys was, unbelievably, still holding and eating his hamburger. He seemed like a few textbooks short of a lesson plan.

Critical Mass grinned. He'd do.

With all of the speed he could muster, Critical Mass lunged at the snacking kid, eager to make him a hostage to keep the pros off his back. Things changed before he had the chance, however.

"Move, idiot!" yelled the blond boy as he shoved the hungry kid out of Critical Mass' path. Instead of grabbing the first kid by the collar, his hand instead latched onto the blond boy's arm. The two of them stared at each other before Critical Mass mentally shrugged. Beggars couldn't be choosers, after all.

Peter walked down the sidewalk with stumbling steps, the sounds of city washing over him without him even noticing. He idly kicked a broken piece of asphalt and it clattered across the sidewalk.

He felt numb. He didn't know what to do. For so long, Peter had held onto a glimmer of hope that – despite everything – he could be a hero. That he could save lives. That he could be a person to make Uncle Ben proud. Over time, that glimmer had desperately tried to shine. Even as everyone around him doubted his dream or made fun of him, that light had endured.

But now…

What I'm looking at doesn't have what it takes.

Peter hunched his shoulders and, as Iron Man's words continued to echo in his head, he knew. He knew that light was as good as gone. Iron Man, Peter's idol since childhood, could see the truth that Peter had been hiding from for his entire life.

There was no way he could be a hero.

An explosion jolted him from his thoughts. Looking up in alarm, Peter saw smoke billowing up into the sky not too far from where he was.

"It must be another villain attack," said Peter. A part of him wanted to see what was going on and watch the heroes in action, but his body didn't move to follow that impulse. "What's the point?" he said quietly. Watching heroes work and dreaming he could be one of them was just a waste of time.

Peter just shoved his hands into his pockets and kept walking. He tried to put the nearby villain attack out of his mind, but the explosions were increasing in frequency as well as volume. It seemed like, without intending to, he was getting closer to the site of the attack.

As he reached the corner, he suddenly found himself on the same street as the villain attack. He could see a crowd of people further down the street as well as a few overturned and burning cars. Two police cruisers sat near the crowd of onlookers, their lights still flashing even though the officers were no longer there. Beyond that, Peter saw that May's favorite burger restaurant had gotten its front destroyed.

What could do something like that?

From where he stood on the corner, he couldn't see what heroes were involved or who the villain was. He could feel himself start to walk toward the crowd, but even as he wondered why he even bothered. The dream was meaningless now. Still, it would be good to at least get an idea of what was going on. As Peter came closer to the crowd, he heard some of the bystanders talking amongst each other.

"What's going on? Why aren't the heroes doing anything?"

"I heard he has a hostage. Some kid who got in the way."

"He's throwing around energy blasts too. Nobody can get close to him."

"Wait… is hesittingon him?!"

Peter managed to make it to the edge of the crowd and stretched himself upward, trying to get a look at the scene. His eyes widened in surprise when he finally saw the villain responsible for the attack. Critical Mass' pink-and-purple suit was just as memorable as his waistline.

It's that villain that Iron Man was chasing! How did he escape that cage?!

Peter shifted his stance again, finally getting a clear view of the situation. Critical Mass was in the center of the road. Pro Heroes had him penned in from the south and north side, but none of them were making moves to stop him. The villain was shouting at the heroes, waving his arm from side to side and ordering them to stay back. He was also sitting on the legs of a teenage boy who looked very desperate to escape but was unable to do so.

Peter felt his heart stop when he finally got a good look at Critical Mass' hostage.

"Eugene…" he gasped.

He has Eugene! He's gonna get hurt! The heroes need to do something! Why aren't the heroes doing anything?! Somebody please do SOMETHING!

Peter's thoughts ground to a halt as an idea came to him. All thoughts of Iron Man's words and his classmates' insults were driven from his mind. Right now, all that mattered was that Eugene was in danger.

And Peter knew how he could save him.

Tony had been two blocks away when he heard the explosions. Without another thought, he had run to get to the scene. When he caught sight of the villain that he had sent toward lockup mere minutes ago, he swore like an angry sailor. He pulled out his sunglasses when he was finished being angry at the world and put them on, activating the display on the lenses.

"FRIDAY, send me the suit. The Stay Puft Marshmallow Man got loose from his cage and he's sitting on a hostage. I need to take this guy down."

"No."

Tony blinked, taken aback.

"No?"

"I'm not sending you a suit, Tony. You've done too much today and you're going to hurt yourself if you keep pushing. Let the other pros handle this."

Tony attempted to glare at his sunglass lenses, as if he could intimidate FRIDAY through them.

"Now you listen to me, you jumped-up antivirus," snapped Tony. "This guy has a hostage and none of these wannabe heroes are doing a damn thing about it!I'mthe only capable person here, so this is on me. That boy is gonna get hurt if I don't help right now."

"I won't do it," she said. "I won't let you risk killing yourself like this."

Tony was about to completely lose his temper at the AI when something in his peripheral's caught his attention.

"No," he said to himself. "No way."

It was the kid from earlier, trying to get a clear look at what was going on. Suddenly, a change came over the kid's expression and he slung his backpack off and took a knee. Tony's eyebrows climbed toward his hairline as the kid pulled first one and then two beakers from his backpack, both filled with liquid and covered with plastic wrap. The kid removed the covers and started mixing the beakers together with practiced efficiency. He stopped when the solution turned white and foamed up to fill one of the beakers.

Then the kid did something that almost turned Tony's hair white.

He ran through the crowd and charged at the villain.

One of the pro heroes turned the mallet on his arm back into a hand and made a grab at the kid. The boy twisted away. The pro shouted at him. The kid kept running. Critical Mass turned his head to the disturbance. Tony's mouth went dry.

As the seconds ticked by, the world seemed to move in slow motion. Critical Mass' arm started to point in the direction of the kid, ready to wipe him off the face of the Earth. The kid's face was drawn with determination as he ran toward his death. The kid co*cked back his arm the beaker in hand. Both the pro and hostage shouted at him.

Tony tried to run toward the kid. He needed to do something. He was the only one who could. The crowd resisted his efforts and he was pushed away. He couldn't get through. No suit. No help. Just this frail, broken body.

Take away the suit, and what are you?asked a voice from the past.

Nothing, his mind answered.

The words echoed in his mind as the scene played out before him. This kid was about to throw his life away after his dreams were shattered, courtesy of Tony Stark. And the man himself could do nothing but watch like a bystander, useless without a suit to help him.

Then the kid got within spitting distance of the villain and snapped his arm forward, letting the beaker fly. It flipped end over end as it arced through the air before it impacted the side of the villain's face. The sharp sound of cheap science lab glass shattering into pieces seemed to snap Tony's world back into focus.

Critical Mass yelled in surprise as a foamy white substance splattered across the left side of his face, covering one of his eyes. The fat man lifted a hand to wipe the stuff away, but Tony was surprised when his hand stuck fast to his face. Critical Mass began to struggle against it, yelling in frustration as he seemed unable to get his hand free. His increasingly forceful attempts to get himself free threw him off balance and he rolled over onto his side, still fighting against the foam. When he had finally rolled over, the kid darted in again and grabbed the arms of the villain's hostage.

"What the f*ck are you doing, Parker?!" the other boy demanded as he tried to pull himself free. One of his legs was still under Critical Mass' bulk and the two boys strained against it.

"I had to help, Eugene!" said the kid as he pulled harder on the other boy's arms.

There was a tearing sound as Critical Mass finally succeeded in removing his hand from his face and his attention immediately snapped to the kid. His hand once again raised toward the kid. Blood dripped from a few shards of glass embedded in his palm. The villain had murder in his eyes as he looked at the kid.

And Tony couldn't do a damn thing to help.

Before anything could happen, though, another shape zoomed toward the sprawled villain. A loud CLONG rang against the buildings before Critical Mass crossed his eyes and passed out. The mallet-handed hero stood over him, letting out several deep breaths.

The whole street seemed to let out a big sigh of relief before the pros finally swung into action. In short order, the hostage was freed, Critical Mass was restrained, and some of the pro heroes began laying into the kid – Peter – for doing something so stupid. Tony swore he could feel the heat of their words all the way from where he stood.

He stayed where he stood, watching the scene get all wrapped up. Police vehicles came to drag away Critical Mass and reporters arrived to make sure this exploit got a soundbite in the next news broadcast. Through it all, the pro heroes involved with the incident took their time to individually give some moral support to that Eugene kid and reprimand Peter for doing something so foolish. His expression didn't change, no matter what they said, and Tony could understand why.

These were not the harshest words the kid had heard that afternoon.

When the scene was finally cleaned up, the two students were sent on their way. Tony followed just enough to watch them go. They had barely walked to the end of the block before Eugene grabbed Peter by the collar and slammed him against the wall.

"Listen up, Parker," the larger boy snarled, pointing an accusatory finger at Peter's face. "You didn't save me. You didn't dosh*t.So as far as I'm concerned, I don't owe you a f*cking thing. Got it?"

Peter said nothing but just gave a little nod. Eugene released him and stormed off down the road, leaving Peter slumped against the wall. It took a few long moments before Peter started walking again.

"Kids these days," Tony said with a shake of his head. As he turned away from the scene, his mind thinking back to what he had said and, more importantly, what he had just seen.

"Hey FRIDAY?"

"I'm here, boss."

"Have the car pick me up. Also…" He sighed and rubbed his forehead, hoping he wasn't going to regret this decision. "I want you to run a name for me."

I'm gonna have a heck of a time explaining this to Aunt May.

Peter walked down the sidewalk of Metropolitan Avenue, coming close to finally being home. After all of the bizarre things that had happened to him over the course of the day, he honestly just wanted to curl up in bed and forget the rest of the world existed.

At least I know the formula works. For a little, that is. Maybe I can make some tweaks to it, see if I can keep the bonds from breaking down so soon. Maybe I might try some trace amounts of potassium carbonate. That might help it dry and not be as… gooey. Man, that means I'll need to steal from the chemistry lab again.

"Hey! Hey, kid!"

The sound of someone calling him knocked Peter out of his thoughts and he turned to the street. A shiny black sedan was idling next to the curb and a man in sunglasses was sticking his head out the rear passenger-side window.

"Y-yes?" Peter asked, not sure what else to do.

The man took off his glasses and Peter got a proper look at his face. It was a face he had seen in textbooks, old videos, and especially the poster he had on his wall. But the face before him was older. It was gaunt, lean. Those dark eyes slightly sunk into almost bruised hollows. His skin looked washed out, almost greying. Against all odds, however, a spark of excitement seemed to light up in his eyes as he gave Peter a grin.

"Can I offer you a ride?" Tony Stark asked. Peter blinked for a moment before he shook his head.

"Sorry. My aunt told me not to accept rides from strangers."

"Hm. Smart advice, I guess," Stark said with a nod. "Do you think we can talk at least?"

"I'm not sure what we really have left to talk about," Peter said. Angry horns suddenly started blasting, originating from the three cars that were waiting right behind Stark's car. "Also, I think you're blocking the lane, Mr. Stark."

"This isn't about them, kid," Stark said, waving away those concerns. "And if anything, their suffering is your fault for not accepting the ride when I offered it."

Peter sighed and started walking again, wanting to get away from the cruel reminder of the day he had had. Then he almost had to laugh as Mr. Stark's car starting inching down the road, matching his pace exactly. The other cars on the street finally had enough and they all started passing him in the other lane with some parting honks of the horn.

"What was that stuff you used on Jumbotron back there?" Mr. Stark asked. "It had some pretty crazy sticking power. Who made it?"

"I did," said Peter. "Well, it's a formula left by my dad, but he never got it working. I think I might be close, though."

"So why did you run out there?"

"I… I just felt like I needed to help."

Peter had come to the crosswalk, but Mr. Stark's car swerved into the next road to block his way. That was when Mr. Stark got out of the car and stood before him. Peter met his eyes and desperately tried to control the roiling of nerves in his gut.

"You… you do know that you're really close to being the villain of some spy flick, right?"

"Don't think so. I don't have a cat." Mr. Stark cleared his throat and crossed his arms. "Try to think, kid. You chose to use your science project to fight the bad guy. What made you do that?"

Peter sighed and looked down at the concrete beneath his shoes.

"I-it's just something that my uncle told me. Before he died, I mean."

"Oh," Mr. Stark said softly. "I'm sorry." There were a few moments of awkward silence before he spoke again. "What did he tell you?"

Peter swallowed and opened his mouth, hoping his voice wouldn't break as he said this.

"With great power comes great responsibility," he said, meeting Mr. Stark's gaze again. "That's why I want to be a hero, Mr. Stark. That's why I want to get into SLA. I know that everything I've got up here," he said as he tapped at his temple, "will all be wasted if I don't use it to make the world a better place."

Mr. Stark was silent as he gave Peter a scrutinizing look. The man let out a breath and lifted his hand to massage his forehead.

"…sh*t," he muttered. As he lowered his hand, he grinned. He took a step forward and clapped Peter on the shoulder. "You want a job, kid?"

"What?" Peter asked in surprise, staring up at Stark.

"I asked if you wanted a job," he said. "I'll admit that I've been thinking of getting a lab assistant for a while, and I think you might just fit the bill. But even more than that, I think I can probably help you." Mr. Stark released Peter's shoulder and crossed his arms again. "I meant what I said back in the alley. As you are now, you're not ready to be a hero. But we've got a good six months until the SLA entrance exams, so I think we have enough time to make you ready." Mr. Stark smiled at Peter and held a hand out to him. "What do you say, kid?"

Peter stared at Mr. Stark's hand, scarcely able to believe this was actually happening. A part of him was convinced that he was about to wake up and find out that all of this was a ridiculous dream. But he knew deep down that he was nowhere near capable of imagining something as crazy as this day had been.

Peter clasped Mr. Stark's hand with his own and shook.

"Absolutely, Mr. Stark," he said giving his hero a big stupid grin. "I-I-I'd be so honored."

"Cool," said Mr. Stark as he gave Peter another clap on the shoulder before letting go of his hand. "I'll have my driver pick you up outside Midtown Middle School on Friday. Expect a text from me. Text back if you have any questions before then." Mr. Stark then hopped into his car and slammed the door closed.

"Wait," said Peter, feeling very confused. "How do you know…"

"See you on Friday, kid. You're gonna love it."

With that, the car sped away and Peter was left standing on the curb alone. Staring after the car, Peter slowly grinned and laughed.

I just got a job from Tony Stark. Wait until Ned hears about this!

Man, I amreallygonna have a heck of a time explaining this to Aunt May.

Chapter 4: The First Step to be a Hero

Chapter Text

Parker Household, The Burbs

The dining room had become very quiet. Peter shifted uncomfortably in his spot at the table, pleading for the long silence to end while at the same time afraid of what would come next. At the other side of the table, past the two plates of cooled meatloaf, Aunt May was rubbing her temples with a sigh. The crow's feet around her eyes were usually crinkled with smiles and laughter, but now they just seemed to show just how truly tired she was.

"Okay…" she said almost like a groan. "Let me just run through this again so I can properly understand what has happened today. So, you left school."

"Yeah," said Peter, nodding.

"You almost got hit by a flying sumo wrestler."

"Yeah."

"Who was immediately stopped by Iron Man, your personal hero since kindergarten."

"Uh huh."

"You asked if you could be a hero and his response was a rather emphatic 'no'."

"Well… yeah."

"Then, not more than a few minutes later, the sumo wrestler was back and he was holding Eugene Thompson hostage. You could have let the pros do their jobs, but, like a crazy person, you instead decided to take the villain on yourself."

"But Aunt May, I had to-"

"Ahp-pahp-pahp!" she said, holding up her finger. "The adult is talking, sweetheart." The look in her eyes was not one to be taken lightly. "After you managed to stop the sumo wrestler, you again ran into Iron Man. Now, instead of trying to discourage you from trying to be a hero, he instead offered to train you so you can go to SLA, an offer that you immediately agreed to before even discussing it with me. Is that right?"

"Well… um...," Peter said slowly, scratching the back of his head. "I just… I guess I just got so excited that I… well, what else could I have done?" Aunt May continued to stare at him, clearly not overly pleased with his explanation. "He, um, he said was going to give me a job too. So… there's that, right?"

There was silence before she gave another sigh and ran her fingers through her hair. "Well, it's better than working at Burger Fool," she admitted. "I really wish you had thought to discuss this with me before you said 'yes'. Mostly, though, I'm just glad you're alright. I almost had a heart attack when I saw that footage of you running at that villain."

Peter winced a bit, both from regret at worrying her and the feelings left behind by the bone-cracking hug he had gotten the second he had walked in the front door. He could swear he felt some of his bones move.

"I'm really sorry, Aunt May. Again."

They lapsed into another silence, both of them lost in their own thoughts.

"Peter, I'm just… I'm just really worried about you. I know this is exciting, but this could also be really dangerous."

"Aunt May, I… I really want to do this," he said. "This might be my only chance to…" Peter stopped, feeling his throat choke up.

"To be a hero?" she asked.

To be a person Uncle Ben would be proud of.

Peter nodded.

"I know I can do this," he said, trying to keep the hitch out of his voice. "I-Iwantto do this. Because I know if I don't... I'll regret it for the rest of my life."

"Sweetie…" said Aunt May. She stood up and walked around the table before wrapping him in a hug. "I… I know, Peter. And… I know that if I try to stop you, then I'll probably regret it too."

Peter pulled back enough to look up at her.

"You mean…?"

"I want you to be safe, Peter," she said. "I want so badly for you to be safe. But more than that, I want you to be happy." She cupped his cheek with her hand. "Will this make you happy?"

Peter swallows and nods.

"More than anything," he said quietly.

"Well." After a moment, she offered a brave little smile, and somehow it seemed even brighter than the sun. "All right then. Tell me what I can do to help."

Peter seizes her in another hug, repeatedly telling himself not to cry. This all still felt so unreal. This morning, he had been the same nerdy Quirkless kid he had always been. Now, the one and only Iron Man was offering to teach him how to be a hero. How to finally fulfill his lifelong dream.

It was incredible.

A few minutes later, as he was cleaning his dinner plate, his phone buzzed in his pocket. He flipped it open and was confused to see a large text from a number he hadn't seen before. He had only gotten to the second line of the text before he gave a huge grin.

"It's from Mr. Stark!" he said excitedly, running out of the kitchen to the dining room table. Aunt May had just sat down to read, but she dropped her book at his call and gave Peter her full attention.

"What did he say?" she asked, looking over his shoulder. Peter tapped the button on the keypad to scroll down, silently cursing the combination of big messages and tiny phone screens.

"Looks like the job description," Peter said. "'Applicant must have a drive to self-improve, a passion for saving lives, and a willingness to get their hands messy with engine grease.'" Peter scrolled further through the message. "'Applicant must be in adequate physical condition, as they will be required to perform exertions including, but not limited to, part runs, drink runs, snack runs, and any other type of the run their supervisor makes off the top of their heads.'"

"Does it say anything about salary?" Aunt May asked. As the Operations Manager for one of the F.E.A.S.T. centers in The Burbs, she had lots of experience advising others on understanding job descriptions and editing resumes.

"Well…" said Peter, continuing to scroll through the message. "I don't think I see anything about that."

"Hmm," said May. She snatched the phone out of Peter's hand and started paging through it herself. The further down she read, the more her eyes seemed to narrow. After about a minute, she snapped Peter's flip phone closed and offered it back to him.

"How about you go do your homework, Peter? Once you get everything done, we can watch some TV together. Might help you unwind after such a rough day."

"Alright, Aunt May," Peter said with a smile. He scooped up his backpack before climbing the stairs to his room.

Peter's room was what a person might refer to as 'artfully disheveled'. The walls were a chaotic mess of superhero posters, many featuring Iron Man, as well as device sketches jotted down on anything from notebook paper to folded napkins. An overstuffed bookshelf was practically exploding with comics, textbooks, and science fiction novels while an array of Lego models fought for space on the top of it and his dresser. A writing desk and swivel chair was pushed into the corner of the room and held a desk lamp, assorted electrical components and a half-rebuilt desktop tower pushed against the wall. All the furniture was fairly old, but still solid and that was all Peter really cared about.

He sat down at his desk and cleared a big enough space to get started on his homework, carefully pushing aside the various computer bits and pieces. Uncle Ben's old computer had finally failed them, but Peter was sure he could get it working good as new once he got all the right parts. For now, though, he needed to get started on homework. Ned wouldn't be out of cram school until later tonight, so he'd call him then to tell him about what happened.

Half an hour later, Peter was most of the way through his math homework when his cell phone rang. He flipped it open and was excited to see Tony's number from earlier. He made a mental note to add the number to his address book and answered the call.

"Hi!" he said with excitement. "I mean, hey there, Mr. Stark, uh Tony, um sir. What's up?"

"Kid,I just got finished with a very interesting phone call,"said Tony, who sounded incredibly tired."I want to make a deal with you. I'll agree to give you the salary of a Stark Industries Lab Technician if you promise toneverlet me talk to your Aunt May again. Deal?"

Peter had often found it weird in TV shows when someone would get strange news in a call and just stare at the phone. Now, however, he found himself doing exactly that. He stared at his cell phone and blinked silently for many moments before bringing it back to his ear.

Finally, he said "Aunt May called you? What did she say?"

"That's not important right now, kid. Do we have a deal?"

"Um, sure," he said hesitantly. "I mean, yes, Mr. Stark."

"Great. See you on Friday."Then he hung up.

Peter sat there silently and thought about going down to ask his Aunt about what had happened between them. After some more consideration, though, he decided he was better off not knowing and went back to his homework.

On Friday, he would take his first step toward becoming a hero.

SLA Primary Campus, Salem North

A sample of helium gas at 25°C is compressed from 200 cm^3 to 0.240 cm^3. Its pressure is now 3.00 cm Hg. What was the original pressure of the helium?

Jean Grey glared down at the last problem of her chemistry homework. It was the very last piece of homework she had for the day, but it had been practically taunting her all this time. She had no idea where to start with solving it and the textbook was being remarkably cagey on the subject.

She gave a great sigh as her head dropped down on top of her notebook.

"Kevin…" she whined.

"What is it, Jean?"

"Please help me?"

He sighed and she snuck a glance in his direction.

At the head of the table was Kevin Ford giving her a very put-upon expression. That only lasted a second before he rolled his eyes.

"Alright, Jean. Let me see it."

Jean pushed the textbook toward him and he started looking over the question. Kevin was just a bit taller than Jean with a round face and short-cut brown hair. He was wearing a rubbery dark-green containment suit that covered every inch of his body but his head. That was covered by a transparent watery-elastic force field. The field started the collar of his suit and was projected an inch away from Kevin's face. Kevin had worn these kinds of suits every day since he first came to the mansion. Because of his Quirk, his touch could break down the binding forces between organic molecules, causing any organic material he touched to disintegrate to dust. He had to wear this suit all the time for everyone else's safety. It didn't take a genius to notice that having a Quirk like that bothered Kevin greatly, but Jean was at least relieved to see him trying to live a fuller life. He had even gotten into scrap art within the last year, turning cast-off pieces of metal and junk into sculptures that he took a great deal of pride in.

Across from where Jean sat, Piotr Rasputin was working on his homework as well. He was a young man who had arrived at the mansion only a year after Jean had, but she still barely knew anything about him. Any given day you'd only receive some nods or grunts by way of interaction. His black hair was cut close to his head and his tall frame was practically bursting with muscles. And that wasn't even mentioning the fact that his skin shined like chrome. Jean knew that he had arrived in the US from Russia alone as a child. No luggage, no identification, and no family to contact. His Quirk had also just recently activated, giving him a body of solid living steel, and he had a hard time compensating for such a drastic increase in strength and weight. It hadn't taken long for him to be placed under the care of Professor Xavier. The chair he was sitting on had been specially designed for him, like all of his furniture, and was reinforced to support his weight. He had broken more than his share of chairs and couches since first coming to the Academy all those years ago, but no one had held that against him.

Next to Piotr was the only other girl in the Academy who was Jean's age. Jubilation Lee, or Jubilee as she preferred to be called, was doing her math homework while idly blowing bubble gum. A child who had been living on her own in a shopping mall after running away from an orphanage, she had been caught by a pro hero and brought here about five years ago. In many ways, she was just like her Quirk; flashy and loud. Her spiky black hair had a streak of lime green in it this week, but Jean had little doubt that Jubilee would dye it some other crazy color next week. She had a new pair of green earrings and her pink sunglasses were balanced on her forehead. Jean couldn't remember any time when she had actually seen Jubilee wear those sunglasses on her eyes, though. She was dressed in neon colors, but they were a little more subdued than her normal ensemble. Some days her clothes were so bright Jean couldn't look straight at her. The one constant was her gloves that she always wore. Jubilee's Quirk to create firework explosions with her hands was not as uncontrollable as Kevin's, but she had to wear rubber gloves just to be on the safe side. She had accidently set fire to more than one set of antique drapes since coming to SLA.

The four of them were sitting in one of the studies on the first floor of the mansion. This was the room that they normally gathered in after their classes to do homework and chat. However, they had a test at the end of the week so the atmosphere this evening was not quite upbeat enough to warrant conversation not related to schoolwork.

Jean tapped her phone to quickly check the time. Professor Xavier had asked to meet with her tonight, but she still had a few minutes before she needed to get moving. She probably still had enough time to let Kevin give her a rundown of the problem.

The study door opened and everyone looked up. Jean's face immediately brightened as Scott Summers walked in.

Her boyfriend –her boyfriend,even now a part of her still squealed happily - made his way across the room, waving lazily to the others and giving a heart-melting smile to Jean. She looked him up and down, determined to never take any aspect of him for granted. So much about him was amazing and wonderful that Jean was sure she would never grow tired of it. His wavy chestnut brown hair was damp with sweat, but that only served to give it more of a shine. He had a lean frame and an absurdly handsome, angular face that practically radiated with charm. She also didn't mind how his exercise clothes clung to his frame And, as always, he was wearing his sunglasses, those ruby-quartz lenses being the only thing that kept his dangerous Quirk contained. He was in the process of draining a water bottle and Jean could see another empty bottle haphazardly poking out of the backpack he carried.

"Hey guys," he said before collapsing in the chair next to Jean.

"Hi, Scott," Jean said with a smile.

"Hey Slim," Kevin said, barely even looking up from Jean's textbook.

Piotr acknowledged Scott with a nod before turning back to his work.

"Where have you been, Scott?" demanded Jubilee.

"I was doing some training in the gym and then finished up with a mile run," he said, finally finishing the water bottle. He slouched in his chair and let out a relaxed sigh.

"Why?" asked Jubilee. "You and I did weights and running this morning."

"I think he finally got sick of being called 'Slim'," Kevin said with a laugh. "Bulk up as much as you want, Scotty. You'll always be Slim to us."

"I think it's cool," Jean added helpfully. Scott looked over and gave her another smile.

Jubilee loudly popped her latest bubble.

"Hey Scott, do you think you can help me with my math?" she asked, patting the chair next to her.

"Why are you asking him?" said Kevin, fixing Jubilee with a look. "I've been sitting here for the last hour. Plus, I've got a full letter grade on him in math"

"Scott's just a better tutor, Kev," Jubilee said, crossing her arms over herself. "He gets me."

"Oh, I get you," Kevin grumbled as Scott said, "You should ask Kevin for help this time, Jubilee."

Scott leaned back to look at the ceiling. "I'm not really feeling in a homework mood right now."

"Why not?" Jean asked, looking at him with confusion.

"I decided I should focus more on training from now on," he said. "We're gonna be in the Hero course this fall. I want to make sure I put on a good show to the pros. You guys should be doing some extra training too, you know? Don't want you all to be lagging behind while I'm out there blasting villains."

"Hnh," Piotr said dismissively. That was more of a response than they usually got out of him. Probably because he could already bench press an SUV. Even Jean thought that he wasn't likely to lag behind Scott or anyone else.

"Okay then, Slim," Kevin said with a sarcastic grin. "We'll see if you keep that attitude during the test on Friday."

Jean checked her phone again and saw that she should probably get going. She still had a little time before Professor Xavier wanted to see her but it would be better to wait outside his office for a bit than to be late. She stood and held open her book bag as her mind took hold of her various school supplies. Her pencil case and notebook both glowed with red light before they lifted from the table and flew into her book bag. Even her textbook flew from Kevin's grasp and closed itself before sliding easily into the bag.

"Okay, guys," she said to them all. "I'm going to go have my meeting with the Professor. I'll see you all at breakfast tomorrow."

They all said their goodnights to her, but Scott caught her arm as she passed by. He gave a playful tug downward and she bent towards him. He stretched up and placed a lingering kiss on her cheek.

"Have a good night, babe," he said with a grin. "See you in the morning." Jean could feel her face flushing, but she gave him a smile.

"Good night, Scott," she said before she crossed the room. She walked out and gave one last look at Scott before closing the door behind her.

After taking a moment for her heart to settle, Jean walked through the posh hallways of the mansion that housed the Stan Lee Academy of Heroic Studies. She passed by the windows to the spacious grounds under the beautiful night sky as well as the artwork that decorated the walls. Even if it was something as mundane as a hallway she walked through every day, she couldn't help feeling a thrill of excitement. Things were about to dramatically change for all of them.

Jean and the others - collectively known as the Wards to the other SLA students - were technically too young to actually be Academy students, but they had already been living here for years. They all had nowhere else to go, as well as quirks that required specialized care and resources so they would not be a danger to others. To the five of them, and many others before them, the SLA campus had been like a very luxurious orphanage, but that wouldn't be the case soon. In just a few more months, she and the rest of the Wards were going to be official students of SLA, not just the house guests of Professor Xavier. She could hardly wait.

She didn't cross paths with any other students as she walked to the great hall. They were all likely in the various dorm buildings doing their own homework. She imagined that a lot of Support students were pulling late nights in the workshop as well, trying to get their projects done.

Jean finally came to the great hall and ascended the grand staircase. While the first floor of SLA held drawing rooms, libraries, and parlors that could be used as more open classrooms, the second floor had rooms that were clearly meant to be the regular classrooms one would find at a school. Jean's education at SLA had always been in an informal capacity and she was looking forward to learning in these rooms instead of the various parlors and studies on the first floor. Taking another staircase, she reached the third floor, which held living quarters and offices for the teachers. After turning a few corners through the hallways, she came to a very ornate set of double doors. A plush couch was set against the wall next the doors and Jean made her way there. Just as she passed in front of them, both doors began to open. Jean jumped in surprise and spun to face them. There was no one standing at the doors as they slowly opened and Jean felt her stomach start to drop.

"Please come in, Jean," said a voice from inside.

Don't worry, Jean,she tried to tell herself.It's just a nice little chat with the Professor.

Jean swallowed her apprehensions and walked into Professor Xavier's office. It was a very homey space, with comfortable looking armchairs arranged in front of the desk and in front of the fireplace on one side of the room. While the wall directly across from her was occupied by floor-to-ceiling windows, every other wall was taken by large bookshelves, stocked with countless volumes. An intricately carved grandfather clock was set against the wall to the left side of the room. On the side of the room opposite from the fireplace was the door leading to Professor Xavier's chambers.

Professor Xavier himself sat behind his desk, flipping through a few items in a manilla folder. He looked up and gave Jean a welcoming smile as he set the folder aside next to a chessboard featuring a game that, as far as Jean was concerned, had been going on for months. Even though he was smiling at her and she was always happy to see him, Jean couldn't help but notice a calculating glint in his eyes. It made her feel a little on edge. No matter how comforting his words were, Charles Xavier always gave the impression that he could see right through you. And in most cases, he could do exactly that, but not with Jean.

She also noticed that the Professor already had a guest with him. One of the armchairs by the fire had been turned around and she knew the man sitting there. Erik Lehnsherr, the pro hero Magneto and Deputy Headmaster of SLA, was man of Professor Xavier's age. His hair had long since turned stark white and his face was lined with age, but he had always held himself tall and strong. Him and Xavier were opposites in many ways. His regal purple robes contrasting with Xavier's suit was just one of the many. One thing that was the same, however, was that Magneto was giving Jean the very same calculating look as Xavier.

Okay. Maybe this won'tbe just a little chat.

"Hello, Jean," Xavier said, folding his hands on his desk.

"Good evening," said Magneto.

"Hello Magneto," Jean said with a nod. "Hello Professor. Sorry if I'm a bit early for our appointment." Some thought it odd that she referred to them so formally. These two men had practically raised her ever since she came to the academy as a child. Still, she didn't know any other ways to refer to them that didn't sound silly to her.

"Not to worry, Jean," Xavier said a chuckle. "I just hope we are not inconveniencing you by requesting this meeting. Please, take a seat."

Jean gave another nod before walking across the room and settling down in one of the armchairs in front of Professor Xavier's desk.

"Um, what did you want to talk about, Professor?" she asked.

"We wanted to talk about you, Jean," the Professor said, steepling his fingers together. "Our academy has started receiving applications for the next year of students and I found myself thinking of you. Of how far you have come since you first joined us." He closed his eyes and took in a breath, looking like he was thinking over his words. "I believe it is time that we shifted our focus in your Quirk lessons to truly train your telepathic abilities."

Jean felt her stomach drop straight through the floor. Chills skittered over her arms as she swallowed.

"I… I'm not sure that's a good idea, Professor," Jean said, looking askance. She didn't want things to be like that time again. When she couldn't tell the difference between thoughts and words. When all she could hear was Noise. Once she had come under Xavier's care, he had placed mental barriers that blocked her telepathic powers. They were her lifeline. Her protection. Nothing came in and nothing came out.

"I know the idea might seem frightening, Jean, but I honestly believe it will help you in the long-run." He now gave her a very focused look. "Do you still want to try and become a hero?"

Jean blinked at a question like that.

"Of-of course I do, Professor," she said. "Why wouldn't I? It's… it's our dream."

Xavier nodded.

"If that is so, then you understand that being a hero will be a difficult job. You will need to push past your limits in order to prepare for it. Part of that will involve making sure that you can use every aspect of your quirk. The entrance exam itself is an intensive event and I want you to be fully prepared." He gave her another curious look. "Do you still intend to take the entrance exam as well? I know I told you, Scott, and the others that you may take the test privately if you wish."

"Well…" said Jean, idly brushing a lock of hair behind her ear, "Jubilee and Kevin were talking about doing that and Piotr didn't really have an opinion, but Scott talked to us about it. He told us how it would be the perfect way to prove to everyone we belonged in this course and that we would earn our stripes. It made a lot of sense."

Jean heard a soft 'hmm' come from Magneto's direction, but his expression was neutral when she glanced at him.

"Well then," Xavier began again ignoring Magneto, "you're going to need to work hard to prepare yourself." Now he leaned forward. "How are you coming along with training your telekinesis?"

Jean felt another chill flash down her spine.

"Um, I'm doing, y'know, pretty good," she said, rubbing her arm uncomfortably. "I mean, I think I can do okay."

"Lies are unbecoming, Jean," Magneto said from his place by the fire.

Jean flinched away from his words, staring hard at the floor.

"Erik," Xavier said sharply. "We agreed I would handle this."

"And all you've done is dance around the issue, Charles," Magneto grumbled back. He propped his head against his fist. "Make your point already."

Xavier let out a sigh before he reached over and opened the manila folder he had been paging through when Jean walked in. He picked up the sheets of paper held within before returning his gaze to Jean.

"Jean, over the years we've logged your capabilities with the telekinetic side of your Quirk in monthly assessments." He set one of the sheets down on the desk in front of her. The page had a line graph trailing slightly upward. "When you first arrived with us at the age of five, you were capable of lifting a weight of two pounds. By the time you were eight," now he placed a second graph in front of her, "you could lift six pounds. And it was only then that you started seriously training your Quirk. Since then, you showed incredible improvement. Within a year you could lift as much as fifteen pounds, and were already practicing with controlling multiple objects." Now he started laying down graphs one after another, each one showing an increasing slope of improvement. "You were exponentially increasing your capabilities every time we tested you, but then…"

Now he laid down a last sheet of paper, looking at Jean with a very serious expression. She didn't want to look at it, but she was unable to stop her eyes drifting down to it. The line graph had ascended to an incredible height, almost ninety pounds, before it sank by an incredible margin, hovering at just over forty pounds.

"It was twelve months ago when you started performing dramatically worse with your Quirk assessments," he said, leaning back in his chair. "From there, they have been dropping steadily downward, to the point when you have struggled to lift twenty-pound weights."

"Each time your abilities have been assessed," Magneto added, "you have given a variety of excuses to your instructors. Either you weren't feeling well or you were unable to focus or the sun was in your eyes or - and this is my personal favorite - you accidentally ate expired sushi for breakfast."

Jean was now grabbing her bicep in a white-knuckle grip, unable to look directly at either of them.

"This downward turn began three months after you turned fourteen years old," said Professor Xavier, trying to regain control of the conversation. "It was about that time that I expected your mental barriers to begin breaking down." Just then, Jean felt… it could only be described as a lightpush, but in her head. "Since I am unable to sense your thoughts," continued Xavier, "that clearly hasn't happened yet, which has had me concerned for months. Do you have any thoughts in regard to this, Jean?"

Jean just stared at the ground and said nothing.

"After some time had passed," he continued, "I came up with a hypothesis. I believe that you are using your powers to hold together these barriers that I placed upon you. Barriers that were meant to fall down on their own, I might add, when your mind had had enough time to properly develop. This effort of holding them up is costing you both the energy and focus you need to use your abilities to their full potential." Xavier let out another sigh before crossing his arms on his desk. "I presume you can understand our concerns with this turn of events, Jean. Do you have anything you want to say to us?"

Once again, Jean said nothing. She couldn't find a single word to say.

"Very well," said Magneto, pushing himself up from his chair. "I'm going to be blunt with you, Jean, since Charles can't find it in himself to do so." With a few long strides, Magneto stood towering over her. "You fear the true potential of your abilities and you have allowed that fear to run unchecked. Your attempts to hold onto this protection that was always meant to be temporary have harmed your progress and effectively reversed the growth of your abilities."

Jean shivered as she found herself staring up into Magneto's steel-colored eyes.

"Erik…" Xavier warned.

"If you continue as you have," Magneto went on, not paying attention to Xavier, "then you will not be fit to pass the Entrance Exam, let alone the Hero course at this academy."

Magneto's words felt like a punch in the stomach for Jean. She stared up at him before her gaze turned back to the floor beneath her, tears in the corners of her eyes.

I really want to study here. I really do. I want to be a hero with Scott and the others. I'm… I'm just so afraid.

"Please don't take Erik the wrong way, Jean," Xavier said. "He and I want nothing more than to see you come into your own and become a fine hero. I know you, Jean, and I know you are more than capable of graduating from this academy."

"Of course, Charles is right." Magneto knelt down and placed a firm hand on her shoulder. "I am sure you can become a great hero if you allow yourself to learn and grow." He gave her shoulder a soft squeeze. "If you shape up and start acting like you deserve to attend this school, we will teach you all you need to know. Alright?"

Jean wiped her eyes as thoughts swirled through her mind. She still had nightmares of the days when all she could hear was Noise, and those weren't even the worst ones. What her Quirk had done to her childhood, to her family… Jean never wanted to feel like that again.

Xavier pulled away from his desk and drifted around the side of it. The silvery hoverchair he sat in, a gift from a former Ward who graduated from the Support course, floated a few feet above the ground and was more maneuverable than any wheelchair. When he hovered close to her, he pressed a button on the armrest, causing the chair to drift a foot closer to the ground, letting him look up at her. He placed his hand on Jean's free shoulder, giving her a comforting smile.

"I know you are scared, Jean, but know that we dearly want to help you. We want to help you grow. We want to help you succeed. We want to help you spread your wings and fly. You have an amazing gift, my dear, and you have the potential to help so many people. Will you please allow us to help you?"

Both men stared at her.

Jean could feel tears gathering in her eyes again. There was still so much fear, but she could also feel the love these two had for her. Her hands rose to take hold of theirs and she gave them both a squeeze. After a moment of silence, she made up her mind.

"Okay," she said, barely louder than a whisper. "Okay." She gave a jerky nod as a few tears dripped down her cheeks. She took a deep breath and released her grip on their arms to wipe her eyes. When she felt like she had regained her composure, she looked between the two of them. "How do we start?"

Professor Xavier smiled at her as he raised his hoverchair again.

"On Friday, you and I can begin your lessons in telepathy. We'll go out to the gardens and start loosening the blocks. That will give us a nice empty spot to build up your own barriers. It will be challenging, but I know you're fully capable of overcoming this. And I'll be with you the whole time."

"And your other training sessions will be spent with me to build up the strength of your Quirk," added Magneto. "Your telekinesis has great potential, but we have a lot of lost ground to make up for before the Entrance Exam."

Jean let out another breath, trying to forcibly calm the roiling nerves in her stomach.

"Okay, Professor. Okay, Magneto. I'll be ready." She stood up and adjusted her bookbag on her shoulder. "Thank you both. I promise I won't let you down." Her eyes darted to the clock and saw the time. "I, um, should probably head to my room and get ready for bed. I hope you both have a good night."

"Sleep well, child," Magneto said, giving her a small smile.

"Good night, Jean," said Professor Xavier. "I'll see you tomorrow. Oh, please make sure that chemistry homework is on my desk by three PM."

"Yes, Professor," Jean said, crossing the room and exiting the office.

She made her way to her dorm room on that floor and got herself ready for bed. Despite her farewell to Professor Xavier, it would be some time before Jean got any sleep that night. It was too easy to imagine the nightmare that had been her years as a young child.

If I hear what the others actually think, they might leave again.

Jean tried to take a calming breath as she snuggled further into her covers.

What am I saying? It's okay. Scott won't leave me. He… he loves me. It'll be alright.

On Friday, Jean would take her first step toward becoming a hero.

Chapter 5: The Man in the High Tower

Chapter Text

Midtown Middle School, The Burbs

Friday had finally come and Peter felt like he was about to crawl out of his own skin. Minutes felt like hours and the lessons seemed to take an eternity to end. He could barely focus on his work and his foot was anxiously tapping all day.

Today was when he started his job at Stark Tower and started learning how to be a hero like Iron Man. He had barely gotten a wink of sleep the previous night but that didn't seem to matter. He was absolutely hyper.

Peter was in English, the last class of the day, and Mr. Gladlee was currently waxing poetically about a random passage of The Great Gatsby that struck an emotional chord with him and only him. All the students were gazing blankly ahead with a thousand-yard stare or had given up all pretense and were napping at their desks. Meanwhile, Peter's mind was going absolutely crazy. In fact, his thoughts were so chaotic that Ned had to actually shake him when class was over and it was once again only the two of them left in the room.

"Sorry, Ned," Peter said, shoving his things into his backpack. "I've just got a lot on my mind right now."

"I don't blame you, Pete," Ned said, a blinding smile on his face. "You're about to enter the inner sanctum of Iron Man, the god-emperor of super geniuses! It's just… badass!"

"Yeah, I know," said Peter, smiling like a loon. It still felt like a dream, even though he knew for a fact it wasn't. He and Aunt May had received a huge folder in the mail that was chock full of disclaimers, payroll forms, and NDAs that Peter had to sign. Going through it all had taken the better part of three hours - Aunt May was nothing if not thorough in her paperwork - but everything was all signed, sealed, and express mailed back to Stark Tower.

"You think you're ready for this, Pete?" Ned asked as they both stopped by their lockers to drop off their textbooks. The hallways weren't quite emptying yet and there were quite a few students still milling around. "I mean, this is huge. Like, changing-your-life huge."

"I really hope so," said Peter.

"You know your stuff, right? In case he gives you a test or something? Man, how crazy would it be to get this job with him and then flunk out on the first day because of a pop quiz? What a bummer."

"Reallynot helping, Ned," said Peter, trying to contain the sudden roiling in his stomach.

"Right. Sorry, man."

What if he actually does give me some kind of test, though? What if he makes me try to fix something I don't know anything about? What if he-

Peter's thoughts were jarringly interrupted when he received a hard kick to the backside. It sent him sprawling onto the floor and caused his glasses to fly off. His groans of pain were drowned out by two bursts of laughter from behind him.

"Man, that one's gotta be at least ten points!"

"Ten? That was a six, tops."

Peter recognized the voices of Flash's two football minions. They had apparently decided to have their own fun since Flash hadn't so much as approached Peter within the last few days.

Peter blindly groped around on the floor in front of him. He needed to find his glasses as soon as possible. The last thing he needed today was a stomped pair of glasses. Peter was beginning to panic a little when a blurry person knelt down in front of him.

"Got 'em for you, Pete," said Ned. Peter grabbed the glasses in his outstretched hand and quickly put them back on, breathing a sigh of relief when the world was finally back in focus.

The two minions were laughing as they walked down the halls, giving one another a high five before looking back at him.

"Make sure you stay out of our way, Parker!" one of them jeered.

"Yeah, silly me for walking down a hall," Peter muttered as Ned helped him to his feet.

"They're not worth it, Pete," Ned said, giving him a pat on the shoulder. "They're certainly not going to Stark Tower, are they?"

"I guess not," Pete admitted as they continued their way through the halls.

"Oh dude, imagine if you could get us tickets to the Stark Expo!" Ned said excitedly. Peter laughed and scratched the back of his head.

"I think I'm gonna hold off on asking that until I know if he'll say yes or not," he explained.

The Stark Expo was an annual event where scientists and companies from all over America came together to show the public some of the projects they were working on. The only greater concentration of scientific genius in the world was the floating city of I-Island.

The next Expo was coming up in a few weeks. Ned had wanted to go to one his entire life and Peter wanted to go to one that didn't immediately turn into a robot battleground. The downside to the Expo was the price and sheer rarity of the tickets. After the members of the corporate and science communities purchased their passes early, there was barely any left for the public to scramble for.

As they got closer to the front doors of the school, Ned asked "How do you think you're getting to Empire City?"

"I'm… I'm not really sure," said Peter. "Mr. Stark just said that someone would pick me up."

"What if he shows up to take you in some sort of sick sports car?" Ned asked. Then his mouth dropped open and he started frantically swatting at Peter's shoulder. "Dude! What if he picks you up in his Iron Man suit and flies you there?!"

"That would beterrifying," Peter said with a shudder. He was not fond of heights.

However, Peter's transportation worries proved to be unfounded. As he and Ned stepped out of the front doors, he immediately noticed a shining black limousine parked on the curb. A red-haired woman stood in front of it, wearing a dark suit and holding a sign with the words 'Peter Parker' printed in large font. The car and driver were both getting a lot of attention from the departing students, but none were venturing too close.

"This is so crazy," Ned said with an immense smile on his face.

Peter was only able to nod mutely. For all of his excitement over the course of the day, he suddenly found he was unable to move his legs.

"Pete, c'mon," Ned said, insistently tapping Peter's shoulders. "She's waiting for you, dude." Peter swallowed and managed to nod.

"Y-yeah, okay. Yeah, let's go."

The two of them walked toward the driver. Peter could hear the whispers as they passed a few groups of students, but he kept his attention firmly on the woman holding his name. When the two of them got close enough, she looked at him and gave him a smile.

"You must be Peter," she said with a Scottish accent. "My name is Friday. The boss sent me to take you to Stark Tower."

"Uh, hi Friday," stuttered Peter. "I-It's nice to meet you." He stuck his hand out toward her. Friday's face did not change much, but he could see her move back away from his hand.

"I'm sorry, Peter," she said. "I'm not really one for handshakes. Shall we get going?"

At her words, the back door of the sedan opened on its own with a light hiss. Peter heard Ned make a little whimper sound and he didn't blame him. It was really cool. Peter swallowed and turned to Ned.

"I guess we'll talk later?" he said.

"Absolutely," said Ned as the two of them went through their special handshake. "I need you to tell me what Nerd Paradise looks like." Peter laughed and nodded.

"You bet, Ned."

With a final wave, Ned turned and headed off before Peter stepped into the back of the limo. He reached out to close the door, but his eyes caught a familiar figure in the shadow of the school. Flash Thompson was leaning against the wall, his eyes locked on Peter. His arms were crossed over his chest and his expression was difficult to read, but it was most definitely hostile. Peter only kept eye contact for a moment before lowering his eyes and closing the door. He really didn't want to be thinking about Flash today.

Friday walked around the front of the car as the driver side door also opened of its own accord. She climbed in and the car's open door swung itself shut as the driver settled into her seat.

"Please make sure to buckle up," she said helpfully. Peter did so, his awestruck eyes still darting around this luxurious car. The impossibly comfy seats, the tinted windows, the wall-mounted TV, the station at the front with power cables for any kind of phone or electronic device one could imagine, and…

"Is that a mini-fridge? In the car?" Peter asked in surprise.

"Ah yes," said Friday as she turned on the car and shifted into drive. "The boss remembered it was there a few minutes after I left to come get you. He wanted me to tell you, and I quote, 'feel free to take anything you want, but don't touch the orange soda'. Trust me, he'll know if you do."

"Yes, ma'am," Peter said with a nod, opening the mini-fridge with excitement. It had two shelves, with the top shelf featuring a wide array of soda in glass bottles while the bottom shelf exclusively holding multiple bottles of orange soda with an Italian label. Peter looked over his options for a moment before picking a bottle of Mountain Dew. As he took a sip, his eyes turned to the windows as he watched the streets of The Burbs go by for a few blocks. "Hey, can I ask a question?" Peter asked, turning to look at his driver. When he looked to the front of the car, he almost dropped his soda. His eyes widened and his jaw hung open.

The driver was gone.

She was just… gone.

Peter blinked, but the driver seat remained empty, which was very strange considering that the car was currently pulling off a left turn through a traffic intersection. Peter began to breathe faster, feeling panic seeping into his body. He swallowed to moisten his suddenly dry throat and opened his mouth hesitantly.

"He...hello?"

"Hello, Peter," said a voice that came through the car's speakers, making Peter jump in surprise. The TV on the wall came to life, showing a blue image of the woman Peter had just been having a conversation with. She smiled at him but looked a little sheepish. "Sorry if I gave you a panic there. Had to divert some runtimes to one of the boss's requests and keeping that hologram going eats up a lot more processing power than you would think."

"Wh-what?" stammered Peter, his mind spinning. The image of the woman winced, but shook her head and gave him a comforting smile.

"Right, sorry. Allow me to reintroduce myself. My name is FRIDAY. I'm Tony Stark's virtual assistant and the AI Manager of Stark Tower. I apologize for the deception, but the boss wants the details of your employment to be known to as few people as possible. He decided to send me to pick you up personally, and it wouldn't be good to have an empty car picking you up from school."

Peter couldn't speak for several long moments. He was just dumbly staring at the screen with the AI's face on it, mind whirling a mile a minute. After he didn't speak for some time, the image of FRIDAY co*cked her head curiously.

"Peter? Are you okay?"

"Oh, yeah," said Peter, jolting back to reality and shaking his head. "Sorry, I was just kinda… well, blown away." Peter looked around the back seat of the car again as a thought occurred to him and he lifted his hands away from the seat. "So, um, are you…inthe car?Areyou the car?"

There was another moment of silence before FRIDAY suddenly let out a snort of laughter.

"No, Peter. Nothing like that. This car is designed so that I can remotely interface with it and control it. My main servers are located in Stark Tower with a backup server installed in the boss's armor."

"That's… really, really cool," Peter said with a smile.

The two of them proceeded to chat through the whole trip through The Burbs, over the bridge, and into Empire City. As they made their way through the Upper East Side, Peter spent most of his attention staring out the window, looking up at the towering buildings above. Peter even saw some pro-heroes on patrol for the day. They waved to onlookers, signed a few autographs, and he even saw a woman with prehensile hair gently lower a cat out of a tree.

That could actually be me someday. I have a chance now.

As they passed a luxurious apartment building, Peter was finally able to see it.

Stark Tower.

They were now only a few blocks away and getting ever closer. The skyscraper lorded above the others around it, shining in the sun like a beacon. It was a testament to the accomplishments of Tony Stark as well as a reminder to everyone that this was the city that Iron Man resided in.

Peter couldn't help another tingle of nerves go down his spine when FRIDAY pulled onto a downward ramp at the side of the building, moving into an underground parking garage. The garage was already filled with a vast array of cars and Peter was wondering if they'd be able to find a space, but FRIDAY drove the car past all of the lanes of parking. The path ended in a blank concrete wall, but the car continued moving straight toward it with no signs of stopping. Peter was about to ask what exactly FRIDAY was doing when the entire wall suddenly flickered and faded, revealing an extended and better-lit parking.

"It's a combination of kinetic field generators and holographic imaging,"FRIDAY explained as the wall sprang back into place right behind them. "The boss likes to keep his own spots separate from everyone else, despite the fact he doesn't do much driving these days. Still, he needed a place to store his collection."

Peter stared at the vast array of expensive sports cars that took most of this little parking area. Ferraris, Bentleys, and a bunch of other brands that Peter didn't even recognize. He swore that he even saw a type of racecar that hadn't been in production in almost a hundred years.

FRIDAY maneuvered the car until it idled in front of a steel set of elevator doors. Peter shouldered his backpack, but the car door did not open.

"One last thing, Peter," said FRIDAY. A little panel set into the wall beneath the TV screen flipped open and a dark red card with a blue Stark logo was extended out of it. "This is your passkey. Please try not to lose it. It gives you access to Stark's private areas of the tower. If you want to go elsewhere in the tower, you'll need the boss to go with you. We'd like to avoid that happening, though. Having a middle school student walking around with an exclusive pass might raise a few too many eyebrows.

Peter had to agree with her as he took the card and slipped it into his pocket.

"Do I scan it in the elevator?" he asked.

"Yes. This is Tony's elevator and it will take you right to the workshop. He'll meet you there."

Peter swallowed again and stepped out of the car after the door opened for him.

"Thank you for driving me here, FRIDAY," he said to the screen with a smile that he desperately wanted to be hopeful.

"No problem at all, Peter,"FRIDAY said with a smile."If you ever have a problem, feel free to ask me anytime. I'm pretty much everywhere in the Tower, after all. I hope you have a good first day."The image of FRIDAY winked at him before turning off.

Peter shut the car door and pushed the button to call for the elevator, his heart already hammering in his ears. He anxiously shifted from foot to foot as he waited for the elevator to arrive, which to his surprise only took a few moments. He stepped inside and turned to the array of buttons with a card reader above them. He swiped his card like he'd been told and pressed the button marked W. The elevator gave only a slight tremble before it smoothly rose, ascending what felt like the top of the tower. Peter took another breath, trying to relax and calm his racing thoughts.

Focus, Peter. You can't afford to make a bad impression right now. Be knowledgeable, be helpful, and for the love of Goddo notgeek out when you see him. You'll look like an idiot.

When the elevator doors finally opened, Peter was sure he had been transported directly to heaven. Everywhere he looked, there were holographic data screens, racks of tools, and more pieces of scientific equipment than he had ever seen before. There was a station for mixing chemicals, at least four highly advanced 3D printers, a station for welding, a station for metal shaping, and-

Peter actually needed to stare at the ground for a moment before he overwhelmed himself.

The centerpiece of the room, of course, was the Iron Man suit itself. It stood on a platform against the wall, where manipulator arms from the ceiling poked and prodded at it, repairing dents in the suit and cleaning traces of grime from the finish. Peter just found himself staring at the suit with a ridiculous smile on his face but was curious to see that its left arm was missing.

"That you, kid?" said a voice from behind a rack of machine parts. Peter swallowed in sudden nervousness before moving around the rack.

"Y-yes, it's me," he answered. "T-thank you for having me, M-mr. St-"

He stopped as he finally got a good look at Tony Stark. The man was sitting at a workbench with tools and takeout containers scattered about him. The missing arm of the Iron Man suit was wrapped around one limb while the other hand was exploring the inside of the gauntlet's palm with a pair of tweezers. He was dressed in a smudged t-shirt and a pair of shorts.

Like earlier in the week, Peter was struck by Tony Stark's appearance. His face was sunken and gaunt. His skin looked gray. Peter also noticed was that Tony Stark was thin. Sick thin. Tony's scar-covered skin clung so tight to his skeleton that he almost seemed like a scarecrow. Or a corpse. Altogether, he seemed like a man who should be in the hospital, not flying around the city in a suit of armor.

Then Peter realized noticed was that Tony was already wearing some type of suit. His arms and legs were strapped into some sort of braces that extended all the way up his limbs and under his clothes. Pistons moved with his arms as he continued to tinker with the gauntlet currently on his arm. They were incredibly well-designed, with padded clamps around his extremities and a full range of movement that didn't seem to hamper him as he tinkered with the gauntlet and idly kicked one of his legs. Ideas swirled in Peter's head; guesses that this exo-skeleton might be to support his body's movements, considering that his muscles had clearly atrophied.

Tony finally looked up at him and he and Peter locked eyes before Tony gave a small snort of laughter before turning back to his gauntlet.

"Yeah, I probably don't look like much of a 'Number One Hero' right now, do I?" he said ruefully. "I think you can finally guess why I don't do public appearances anymore."

"Mr. Stark…" breathed Peter, struggling to reconcile what he knew about Iron Man with what he was seeing in front of him. "How…?"

"Years of saving the world, kid," he said. Tony let out a sigh before putting down his tool and flexing the fingers of the gauntlet. "Still not quite right," he muttered to himself.

He ran his hand over the gauntlet and seemed to pinch it between his thumb and forefinger before pulling his free hand upward. To Peter's surprise, a blue image of the gauntlet rose into the air, dragged along by his two pinched fingers. It was an exact copy of the gauntlet still on Tony's arm, but Peter could see through this holographic image, even making out the joints in the fingers and the concealed missile launcher above the wrist. Tony flicked at the hologram, spinning it in place until the palm of the holographic hand was floating in front of him. He gave the image another flick, making the whole thing bigger, and then started pulling individual plates and pieces off until the inner structure was laid bare. Tony leaned forward and stroked his chin in thought.

Tony Stark: Quirk - Blueprint.

At will, Tony can create a three-dimensional holographic blueprint of any piece of technology he touches. This image can be altered and even saved for later use, helping with the designing and tweaking of new devices. This combined with his dizzying intelligence allows him to analyze and understand any piece of tech he finds in the field.

Peter stared as Tony flicked away at pieces of the hologram-gauntlet and made occasional hums of thought.

"That's gotta be one of the coolest things I've ever seen," Peter said with a big nerdy grin on his face.

"Really?" asked Tony, looking at him from the corner of his eye. He smirked. "You're easily impressed." He turned his focus back to the hologram and rotated it a touch to the left. "Ah-ha!" he said victoriously. "That piston is out of alignment." In a flash, he had picked up his tweezers, opened one of the panels on the gauntlet, and made the necessary adjustment. Now the gauntlet seemed to meet his standards when he flexed his fingers. "Must have jolted it when I punched that stone guy in the face earlier today," he said idly as the gauntlet began to shrink and compress toward his wrist. Peter wasn't entirely sure if Tony was talking to Peter or to himself. When the gauntlet had finished contracting it jumped off of Tony's wrist and flew to the station where the rest of the armor sat, where it unfolded again and took its rightful place on the left shoulder of the suit.

Peter watched it fly across the lab, but when he looked back, he was surprised to find Tony staring at him intensely. Peter immediately ran a check on everything he had done since entering the lab, trying to remember if he had touched anything or stood somewhere that was marked otherwise. Coming up blank, he gave Tony a nervous smile.

"Uh, hello... Mr. Stark…" Peter said nervously. "Did I do something wrong?"

"No," Tony said, shaking his head. "Just trying to see if I recognize you."

"Recognize me?" Peter said, wondering if Tony had somehow forgotten him entirely during his tinkering.

"Mm-hm," Tony said with a nod. "When we spoke earlier this week, you said we had met before. I was trying to remember where, but I'm getting nothing."

"Oh," Peter said with a nod. He nervously adjusted his grip on the straps of his backpack before answering. "That's no problem. It was a while ago and I'd be surprised if you remember."

"Well, I don't even really remember what I had for breakfast this morning, so...," Tony said with a shrug.

"Leftover orange chicken mixed with scrambled eggs," said FRIDAY's voice from the ceiling above.

"Thank you, FRIDAY," said Tony, rolling his eyes.

"Well, it was during the attack at the Stark Expo," said Peter. "Ten years ago."

"...Ah," said Tony, but there was a faraway look in his eyes. "Sorry, kid. That was… a real tough year for me." The man was lost in thought for a few more moments before he seemed to shake himself back to the present. "Anyway, follow me," he said, standing up from his stool and beckoning Peter. Tony led him around a bank of computers to a surprisingly clean desk with two office chairs in front of it. Tony took one of them and waved for the boy to sit in the other. Peter nodded and took the chair, dropping his bag to the floor as he sat. "Now then, Let's get you ready to go to SLA."

Hearing those words sent a brand-new spark of excitement through Peter's heart. One which was immediately followed by a thick cloud of nerves and doubt. All day he had been practically bouncing with excitement about being here, but now that he was sitting in the Tower there was nothing to distract him from the sizable undertaking he was facing.

I want to hear him say it. Just one more time.

"Do you still think I can be a hero, Mr. Stark? Even without a Quirk?"

"Sure," Tony said, scratching his bicep. "It's gonna be tough, but I don't think being Quirkless will stop you if you've got the proper tools and know-how. Not to mention an awesome mentor. I mean, people without legs run marathons all the time, right?" He gave Peter a shrug.

Not exactly what I was hoping for, but I'll take it.

"Okay," Peter said with a nod. "What do you think we should start with?"

"Well, kid," said Tony, leaning forward to focus on Peter, "if you're going into the hero business, do you know what the first thing you have to consider is?"

"Um…" said Peter, thinking hard. "Costume design? How to… how to use your powers?"

"Wrong," said Tony. "The number one thing to consider is branding."

Peter blinked.

"Branding?"

Tony raised an eyebrow. "Look kid, as a pro hero you've gotta have something that you can do better than anybody else. It's your MO, your specialty, the thing that makes you unique. It's what your entire hero career is gonna be built around." He jerked a thumb in the direction of the Iron Man suit. "For me, it's the suit. I designed it. I built it. I made sure that no one else can make one like it. That's one of the many things that makes me Iron Man. What we need to do for you is find out what your foundation is going to be." Tony leaned back in his chair and clasped his fingers behind his head. "The thing is that I can't exactly give you an Iron Man suit for the entrance exam. Any technology you use has to be either vital to the safe use of your Quirk or made personally by you and we really don't have enough time to teach you to make a functioning suit. So, to that end, let's talk about this glue stuff of yours. Is what you had earlier the final product or just a prototype?"

"Prototype," Peter answered, scratching the back of his head. "My dad was working on a couple of patents before he… Well anyway one of them was this idea for a molecular adhesive, but he never finished the formula. I've been trying to pick up where he left off, but it's slow going."

"And what you have now is goop," Tony said with a nod. "Well, once we've got that stuff figured out and you know how to use it, I think you have a chance at getting into the hero program." He trailed off before Peter saw a glint of mischief in his eye. "One day everyone will know the name of Paste Pot Pete."

Peter stared at Tony for a long time, unable to really comprehend the words he had just said.

"There is no way I'm ever picking that name," Peter said with a shake of his head. "Uh, sir. Mr. Stark."

"Eh, we'll workshop it," Tony said with a shrug. "Tell me more about this formula."

"Okay," Peter said with a nod as he stood from his chair. His eyes darted around the room before landing on a glass dry erase board on wheels. "One second," he said, jogging across the room before dragging the board back with him. He uncapped a red marker and began jotting down letters, measurements, and all the other necessary bits of information. He had been staring at the experimental formula for this compound since he had first been able to read, so he had no problem writing it down from memory. He drew a box around the original notes and then added his own adjustments to the area outside the box. When he was done, he stood aside and faced Tony. "Here's everything I got so far," he explained. "What do you think, Mr. Stark?"

Tony stood up and tapped his chin as his eyes took in the full measure of Peter's scribblings. As he studied it, his mouth curved into a small smile. When he turned from the board, he gave Peter a confident smirk.

"Better than I expected," he said. "Ready to do some science, kid?"

"Breathe, Jean. Make sure you breathe. Slowly in. Slowly out. Just focus on the world around you. Put yourself into a relaxed mindset."

Jean nodded and tried to follow the Professor's instructions. She was wrapped in a jacket as she sat on the wooden bench, eyes closed, and tried to put herself at ease. The chilly winter wind came through the campus gardens, rustling the branches above and making her hair tickle the back of her neck. Jean breathed in and out slowly, desperately trying not to time her breath to her nervous, racing heart. Her guts roiled, but she was determined to swallow her fears and push through. It was the best way forward.

I need to become a hero. I need to keep up so I can be with Scott.

"Do you think you're ready, Jean?" Professor Xavier asked. His chair was hovering next to where she sat on the bench. Jean took a few more breaths before giving him a nod before she had the chance to try and talk herself out of it.

"I think so," she said.

"Then let's begin," the Professor said, taking her hand. "I need you to turn your focus inward. Pull yourself into your own mind, into your center. Feel the barriers that separate you from the outside world."

Jean focused on her breathing and followed along with the Professor's instructions. The more she focused inward, the more she had an overall feeling of peace. Eventually, she felt she was ready.

Jean's eyesopenedand she found herself standing in a void. In every direction was a murky gray wall. She let herself float over to get a closer look. Up close, the barrier had the consistency of a wet sand castle and Jean could see parts of it trying to escape and float away. In the past, she had exerted control over this barrier, willing it to stay together and hold fast. She almost did just that out of habit, but stopped herself.

She was not going to hide from her power anymore. She was going to move forward.

From a million miles away in the physical world, Jean heard a voice calling to her.

"Are you there, Jean?" the Professor asked.

"I'm there," Jean answered, putting additional effort into her words so that she spoke them in the physical world as well.

"Then I will help you clear the barrier," the Professor responded. Immediately, it was if a floodlight had activated just on the other side of that wall. Streaks of light pierced through the barrier like the sun's rays through a cloud bank. Jean swallowed, but held her trembling had toward the wall.

"Crumble…" she said quietly.

The wall before her began to fall to pieces, allowing more of the Professor's light in.

"Crumble."

The barrier was now falling apart in chunks, its pieces disappearing from existence in an instant. More rays of light came through. Jean's breath caught in her throat when she heard whispers coming from the other side of the barrier. She almost stopped what she was doing right then and there. The mere thought of experiencing that Noise again was enough to send shivers down her spine, but she just gritted her teeth and continued. She needed to do this.

"Crumble!" she yelled.

The entire barrier shattered.

Professor Frost is so freaking hot did we have homework yesterday why is she staring at me like that I sure hope they aren't serving chicken again wow that guy is tall I don't think Alex will be missing his walletJeanwhy hasn't mom called me back we are gonna get in so much trouble for this the square root of nine thousand and oh my god shut up the minute we get back I'm out she hates me I know she does how could he even think that I really need to get this shower cleanedJean, please listen to my voicealpha bitch whether she knows it or notJean, can you hear mewhen is this lesson going to be over

Jean could feel the tears pouring down her face as she clamped her hands over her ears, desperate for some relief from the avalanche of Noise. That, however, did nothing to quell the flood of voices all going off directly into her brain.

What is the deal with Scott what does he see in her she's always whining and crying about how bad she's had it we need to get back to the point I was trying to make the pyramids of Egypt were made for I wonder where Tippy-Toe went my arm is falling asleep several hundred years of evolution it's not that it's that she's being a total hypocrite that makes no sense and goes against pre-established taaaaaake onnnnnn meeeeee why do those guys have to be suchJean you have to focus on mewho do they think I am their own personal ice machine yes Felicia I see you trying to take that wow his costume is just hideous

It was too much.

Too much…

Too much…

does anyone give a crap about where's Jeff he's supposed to show me his report oh God please let her say yes why does Dad have to call me right now my brain is made of pudding oh man I love this song who does he think he is Captain America this is the most boring report I've ever done in my life can I hide this in my pocket I just know they're planning my birthday at JEAN!

The sudden shout made Jean aware of a new presence in her mind. A pair of hands gently cupped her face and tried to pull her up.

"Jean, I need you to focus on me. I'm trying to help you. Remember what we talked about all those years ago. Your mind is filled with many doors. Doors can be closed."

"I can't…" she whimpered. "I can't…"

"You can, Jean. Open your eyes."

With a herculean amount of effort, Jean managed to open her eyes. She had curled herself into a ball and the Professor was kneeling in front of her, holding her face in his hands and giving her his most comforting look. The two of them were in the middle of a swirling tornado made of open doorways. The Noise was pouring out of them, an unstoppable avalanche of voices that threatened to completely overwhelm her.

"You can do this, Jean," the Professor said. "This is your mind. You control what happens here. Just close a door."

Jean blinked tears from her eyes before pulling herself to a more upright position. The swirling storm of doors continued to spin around her, but her eyes managed to latch onto one door in particular. With focus, the door stopped spinning.

I can't believe this is happening to me. I was so sure the report was due on Monday, not today! I've barely started it! How am I going to-

With a thought, the door closed and vanished.

It was equivalent to a single drop in a water bucket, but it was enough to give Jean hope. One after another, she focused on doors and closed them. And one after another, the voices were silenced. It could have either taken a few minutes or a few days, but eventually all the doors had been banished. All around Jean and the Professor was an empty white void.

And silence. Wonderful, blessed silence.

Chapter 6: Quirk Potion Number 8

Chapter Text

Three Weeks Later …

Tony Stark 's Workshop, Stark Tower

Peter stared through the lens of the microscope, quick tempoed jazz playing from the cell phone sitting nearby on the workbench. His gaze was fixed on the small sample of adhesive he had placed under the microscope some time ago. His anxious hands kept moving, spinning a pen around his fingers before clicking the nib out and then repeating the movement again. Still, he watched and waited. When the bonds between the particles of adhesive began to dissolve and break, Peter's eyes snapped to his watch and then to the open notebook beside him.

"Sample of formula two-point-one now manages to maintain adhesive bonds for twenty-five minutes," he muttered to himself as he jotted down notes. "Huge improvement over two-point-oh, but still not long enough to make a viable capture tool against criminals. Sizable chance that bonds would dissolve before arrival of police.".

Peter put down his pen and scratched his head, staring at the new version of the adhesive formula he had made. The focus of version two was to increase the time before bonds broke down. Peter was hoping to increase time to at least one hour so that he could focus on adhesive strength for version three.

The formula had improved dramatically during his time with Tony, but Peter couldn't shake the feeling that he was missing something. Something that should be right in front of his face. Something…

Peter groaned and lifted his glasses to rub his eyes. He had been staring at that microscope for way too long and it was time for a break. He replaced his glasses and walked away from the workstation, swiping his cell phone on the way.

Out of the many perks that came with working for Tony Stark, one of Peter's favorites had to be the new phone. Tony had taken one look at the old flip phone Peter owned and had almost had a heart attack. Less than five minutes later, all of the information on Peter's phone had been transferred to a super-advanced Stark Industries cell phone. Its body was a bizarre transparent slate with a protective border around it, but all interfaces and screens were holographically projected onto the slate surface. It had amazing sound quality, incredible battery life, and could download an entire music album in about a second and a half. It was also piggybacked onto a coverage plan for Stark Industries so that essentially meant that Peter had unlimited talk and text until Tony decided to fire him.

Another great perk of working with Tony was that he always kept snacks in stock. One corner of the workshop that was relatively free of scientific equipment had a fridge and a few cabinets filled with chips, sodas, and other foods. Everything necessary to keep a super-genius going. After searching through the cupboards, Peter sat down with a candy bar and an apple for a well-deserved break.

Peter had been coming to Stark Tower three afternoons a week for the last three weeks. In that time, his technical knowledge had practically exploded. He sucked up every kind of lesson that Tony had to teach him, from thermodynamics and organic chemistry to soldering and alloy creation. It had been a truly incredible experience to spend so much time here working alongside Tony. Granted, Tony Stark wasn't always the perfect teacher. He tended to have a bit of a sink-or-swim mentality toward his lessons. It was just a good thing that Peter was able to swim most of the time. Peter still remembered the warning Tony had given him on his second visit to Stark Tower.

"Kid, I am the Number One Pro-Hero and CEO of a multinational company. On top of that, I am a genius billionaire philanthropist. My time is literally worth thousands of dollars. I am not Google and I am not Wikipedia. If you have a problem, I want you to at least make an effort to find the answer on your own. If you come to me with a question you could easily figure out, I will ignore you. Worse, I will judge you. Now let's get to work."

And being able to work on devices, concepts, and formulas next to Tony Stark was a dream come true for Peter. Of course, one of Peter's biggest dreams - and he had said as much to Tony - was to get a look at the inner workings of the Iron Man suit. Tony had just laughed and moved on with the current lesson.

One day…One day I'll get a look inside that suit.

Today, however, had been a bit different. When FRIDAY had picked him up from school, she had passed along a message that Tony wouldn't be around tonight. In fact, the message had been a recording of Tony that said 'Hey kid. Sorry I can't be there with you today. Got this super big villain hideout raid going on. Might get exciting. Might not. Just do some independent study for today. I left your web chemicals on the counter and there's a sandwich in the fridge. See you later. Have fun, kid.'

Peter had checked. There was no sandwich.

And now here he was. He'd spent much of the afternoon and early evening working on his dad's formula and it was coming close to the time when FRIDAY would give him a ride home. In fact, he was just pondering if he would be able to convince FRIDAY to stop and get a burger on the way home when the AI suddenly spoke to him.

"Hey, Peter. Just wanted to let you know that the boss just got back. He's upstairs in the penthouse if you still wanted to talk to him."

Peter smiled as he took the last bite of his apple and tossed his trash in one of the bins.

"Thanks, FRIDAY. I'm on my way up."

One short elevator ride later, Peter walked into the penthouse apartment. The large open living room had an absolutely stunning view of Empire City, especially during sunset. Peter looked around the room and saw Tony sprawled on one of the couches. He was dressed in a black bodysuit over his weird frame suit and was taking deep shuddering breaths with his hand plastered over his chest. Peter could have been wrong, but he swore that Tony's arms were shaking.

"Mr. Stark?" Peter said cautiously. Tony jolted in his seat and spun his head to face Peter, his eyes wide and panicked.

"Kid?" he asked, looking confused after a moment. "What… what are you doing here?"

Now it was Peter's turn to look confused. "Mr. Stark, it's Friday. I come in on Fridays, remember?"

Tony blinked for a moment before he nodded in understanding.

"Right, yeah. It's Friday."

"Are you okay?" Peter asked, now halfway across the room to Tony. "You look like you're hurt."

"Nah, I'm fine," Tony said with a shake of his head. "I'm good. How's the glue stuff coming?"

"Oh, well," said Peter. "It's coming. I've managed to make version two-point-one last for twenty-five minutes. I'm thinking of a few things I could add to the formula to try and slow down the decay of the bonds, but I think that will need to wait until the next time I come in."

"Cool," Tony said, trying to control his breathing. He stood up from the couch and walked toward a bar set against the other side of the room, causing Peter to notice Tony was limping on his left leg. Tony opened the fridge under the bar and pulled out one of those foreign orange sodas before taking a long pull from it. Peter scuffed his feet against the tiled floor before swallowing any apprehensions he still had. The time was now.

"Hey, Mr. Stark?" he said.

"Ahh," Tony said, lowering the soda bottle. "What's up, kid?"

"I wanted to ask you something. You probably know that the Stark Expo is coming up next week, right?"

"Yeah, I knew that," said Tony. "I tend to keep track of things that have my name on them."

"Right," Peter said. "Sorry. Anyway, you wouldn't happen to have any extra tickets, would you? My friend Ned and I have wanted to go to an Expo together for a really long time." Peter cringed a little and looked off to the side. "I mean, only if you're able. Or you want to. Or-"

"Okay, kid," Tony interrupted, taking another sip from the soda. "Hey, FRIDAY."

"Yes, boss?" the AI asked.

"Would you be a doll and get this kid two VIP passes for the Expo?" he said before draining his soda and tossing it in a bin.

"On it. They'll be in the mail by tomorrow morning," said FRIDAY.

"Thanks, FRIDAY," said Tony. He looked back at Peter whose jaw had now dropped wide open. "Shut your trap, kid. You're gonna catch flies." Peter did so.

"Wow," he said. "Mr. Stark, t-thank-."

"No problem, kid," said Tony, limping into the elevator. "I'm gonna call it a night if that's all the same to you. Looooong day. Grab a soda from the bar before you have FRIDAY drive you back. I'll see you later, kid." With that, he pressed the button and the elevator closed, letting him ascend to the sleeping area on the floors above and leaving Peter standing there like a fool.

It only took another five-point-three seconds before Peter had whipped his phone out and started texting Ned.

The two of them were going to the Stark Expo.

SLA Primary Campus, Salem North

Pleasant, soothing birdsongs echoed through the bamboo garden as the wind whispered through the leaves above. In the middle of a clearing in the bamboo, Jean Grey had been sitting cross-legged on a bed of grass and leaves for most of the last two hours. Her jaw was clenched hard enough to hurt. Sweat dripped from her hair and down the sides of her face. Her fingers were curled into claws and her whole hand shook. She had had a splitting headache for the past half hour, but she kept on going. Jean was determined to win this battle against gravity.

She tried to focus on her breathing, not taking her eyes off of the two barbell weights floating in front of her. She had been expending her energy and effort to keep them floating in the air off and on for her entire lesson and she was determined to break her record. Her eyes darted to the clock sitting next to her on the grass, but her lapse in attention caused the two weights to wobble in the air.

"Keep your focus, Jean," Magneto said from where he sat behind her in the clearing.

"Yes, sir," Jean said, reaffirming her control over the floating weights.

Keep going. Just ten more seconds.

The weights were twenty pounds each, well within her much-decreased weight limit, but what made it difficult was the fact that she was having to focus on two of them. Jean had barely been able to multitask on any object bigger than a notebook for the past year, but things had been different since the Professor helped her take down her barriers. It was like there was a clarity to her mind that she hadn't felt in a long time.

Just when she was feeling confident that she could beat her record for holding these weights, two things happened at the same time. The first one was the metallic CLANG of an identical twenty-pound weight dropping on top of each of the weights she was holding. The second was a physical sensation that Jean could only describe as feeling like someone was trying to yank her brain out through her nostrils.

"Gah!" she gagged as all the barbell weights fell to the ground with dull clunks, entirely out of her hold, and she just barely managed to prevent herself from falling over with them. She closed her eyes against the now pulsing migraine in her head as she also found a dampness on her face.

"Not what I was hoping for," said Magneto as he stood up walked around to face her. "You won't get yourself any stronger by staying within your comfort zone. You have to push through the pain. I know that Charles always has a 'go at your own pace' approach, but the Entrance Exam isn't going to wait until you're ready. You have to go past your limits if you ever want to excel at this school."

"That really hurt, Magneto!" Jean gasped. "My skull feels like it's cracking open!"

"Don't dwell on it, Jean. It's all in your head."

"That's… kind of what I just told you."

"Not like that," he said, rolling his eyes. "Your Quirk is incredibly powerful and is only defined by limits your mind has set for itself." Magneto crossed his arms over his chest and gazed down at her. "It's all in your head and you must work to free yourself of those restrictions if you want to fully utilize your Quirk."

Jean finally managed to clear her head and wiped at the dampness around her mouth, only for her fingers to come away red. Her nose was bleeding again. She glared up at Magneto and showed him her fingers.

"Is this all in my head too?" she asked angrily.

"Strengthening you your body against the effects of your Quirk will be just like exercising a muscle" answered Magneto, not looking particularly concerned. "You must work it to exhaustion and break it down before it can become stronger. You have grown far weaker than should have been allowed and we must work harder than ever to build up your strength."

"And what's the use if you kill me while doing it?" Jean demanded, rubbing the blood away from her face. She took a deep breath between standing up in front of Magneto. "I really am trying to get stronger, Magneto. I just don't want to give myself a stroke just for the sake of lifting weights."

"And what will you do when someone else is in danger?" Magneto demanded. "What will you do when an ally has fallen over a ledge or if a building is collapsing on top of you? Will you just curl up into a ball and wail in pain or will you decide to actually act like a hero." Magneto let out a sigh before walking past her. "End program."

All around them, the bamboo garden suddenly melted away. The birdsongs were silenced and the wind ceased to blow. In seconds, the garden had been replaced with a bare room made of metal, projectors on the ceiling and walls whining slightly as they powered down. SLA had many of these hard-light projection chambers, known to the students as Danger Rooms, scattered around the expansive campus. They ranged from a moderately sized room such as this one for small-scale training and recreation to rooms the size of coliseums designed for exercises involving entire classes. This was one of two smaller Danger Rooms in the main mansion of SLA. Before Magneto departed through the door that had just appeared, he stopped and turned back to face Jean.

"If I had my way, I'd have started working with you six months ago, but we don't have the time to take you where you need to be. You need to decide for yourself to start actually living up to the school motto, Jean. 'Go Beyond.Excelsior.' Otherwise, you will fall far short of your potential." After a pause, he walked through the door. "I'll see you at dinner."

"See you," Jean muttered quietly. She shouldered her backpack and left the Danger Room, intent on getting a shower and a change of clothes before dinnertime. As she walked, she thought over Magneto's words.

'Go Beyond'? How am I supposed to go beyond? The only way I'm performing to Magneto's standards is when I've got blood pouring out of my nose. I… I'm not sure I can do what he needs me to do. I should talk to the Professor. Maybe he can talk some sense into Magneto.

Jean set a course for the third floor, pulling a spare shirt out of her bag to wipe her face clean of blood. As she reached the top of the last set of stairs, she checked her reflection in the window and found her appearance to be good enough to converse with people. Taking a deep breath, she walked down the hall and knocked on the Professor's door.

"Come in."

Jean pushed open the door to see Professor Xavier sitting by the fire and reading a read leather-bound book. He looked up and smiled at her.

"Hello, Jean," he said in a welcoming tone of voice. "How are you? It looks like you're working hard with Erik."

Jean swallowed. "Professor," she said. "I want to talk to you about Magneto's training. I think…" She took another breath as her fingers curled into fists. "I think that it might not be the best fit for me."

"Oh?" said the Professor, setting his book aside. "What makes you say that?"

"He's… he's never satisfied with me. No matter what I accomplish, he expects way more than what I'm capable of doing. Every single session ends with blood coming out of my nose." She tried to loosen up a little and ran a hand through her hair. "I just… I just can't keep up with his expectations. I don't think this is the way I should be trained and I was hoping we could figure out a different way I could get trained."

"Hmm," the Professor said, tapping his fingers against the armrests of his hoverchair. "I might need to disappoint you in that regard, Jean."

"What?" Jean asked, her eyes going wide.

"Erik and I discussed at great length what sort of training you should receive and what we came up with was the best plan to make up lost ground and to get you ready for the Entrance Exam."

Jean stared at the Professor, unable to say a word.

"I do understand that this training is hard for you, Jean," he said, guiding his chair closer to her, "but we both agree it is the best way to prepare you. I trust Erik to know the best way to bring out your potential and I promise that his training will all pay off when you make it to the Entrance Exam. Do you understand, Jean?"

Jean swallowed before silently turning around and walking out of the office.

"Jean?" she heard him say. She kept walking.

Jean?

She heard the Professor's voice in her head when she reached the end of the hallway. She just shook her head and closed the doors into her mind. She didn't want to talk to him anymore.

As if in a daze, Jean made her way down to the first floor in one of the drawing rooms on the south side of the mansion. There was a comfortable window alcove that Jean liked to sit in and relax. She leaned against the cool glass of the window, looking out at the flower gardens and beyond them to the trees of the expansive estate.

And so she sat there, trying very hard not to think about Magneto or the Professor or-

"Hey, Jean."

Jean came back to the present and turned to face the door, where Scott stood. She gave him a watery smile.

"Hey Scott," she said quietly. Scott started walking toward her. His expression had looked happy, but now it turned worried.

"What's wrong, Jean?" he asked.

She considered telling him that nothing was wrong but turned that down in an instant. She didn't think she could fool anybody right now.

"I had my training with Magneto today," she said as Scott sat down next to her. "Things went overboard again."

"Your nose started bleeding?" Scott asked. When Jean nodded, he sighed and took hold of her shoulders. "Have you talked to the Professor about it?"

"Just came from his office," she answered. "He said he agreed that this was the best way to train me. The best way to get me ready for the Entrance Exam."

"Jean, if this training is hurting you, you shouldn't go so far with it," said Scott.

Now Jean felt confused. "Scott, you said so yourself. We need to train hard so we give a good showing at the Entrance Exam, right?"

"Well, yeah I did, but…" Scott looked askance "Maybe not you, Jean."

"What?" she said in surprise.

"I just… I think you should talk to the Professor about doing the private test. It will be a lot simpler than whatever crazy thing they cook up for everyone else. I…" His hands moved down her arms and he intertwined their fingers. "I just don't want you to get hurt, okay?"

Jean looked down at their joined hands and then looked up into his face, staring at her reflection in Scott's glasses. It was times like this that she really wished she could look into his eyes. What color were they? Sky blue? Stormy gray? Maybe nut brown? Or were his eyes just as red as his optic blasts? Odds were she'd never find out.

Jean looked back down at their hands and gave his fingers a comforting squeeze.

"Okay," she said before giving him a better smile. "I don't want you to worry about me. We can talk to the Professor about me taking the other test."

Scott let out a relieved sigh and kissed her on the forehead. "Thanks, Jean," he said.

Out in the hallway and unknown to the both of them, Magneto stood against the wall listening to their conversation. His fingers drummed on one of the biceps of his crossed arms as the two of them continued to sit by the window.

"Hrrmm," he grunted to himself as he went on his own way. "Need to talk to Charles about this."

One week later …

Empire City

"We're here, Peter!" Ned practically squealed excitedly. "We're actually here!" Peter had to laugh at his best friend, who currently had his face pressed up against the windows of FRIDAY's limo. Outside the vehicle, Peter could see the convention center coming into view, decorated with signs and banners showing that this was, indeed, the Stark Expo. He had a joyful smile of his own, his brain buzzing with excitement and thoughts of the kinds of things they would see today.

Ten years ago, the Stark Expo had been held at a large fairground in The Burbs, a place filled with pavilions and conference halls that showcased the ideas and technologies of the future. That was the Expo that Peter had gotten to attend, but everything had descended into a full-scale battle before he really had the chance to enjoy it. Since then, the Stark Expo had been held in an indoor convention center in Midtown West close to the pier. The Expo was not quite as sprawling as it had been in the past, but it was still one of the international capitals for showing off scientific innovation.

FRIDAY pulled the car up to the curb before her hologram in the driver's seat turned its head to talk to them.

"Alright boys," she said. "Here's your stop. I'll be around, so just give me a call when you want me to come pick you up."

"Thank you!" shouted Ned before opening the door and leaping out of the car.

"Thanks for the ride, FRIDAY," Peter said to the hologram.

"No problem, Peter," she said with a smile. "And if you ever need me for something, just let me know."

"You got it," Peter said before he climbed out of the limo. Ned was some distance on the sidewalk and looked liable to take off running on his own if Peter didn't hurry up after him. Thus, Peter immediately hurried up after him.

If the ticket checker at the gate felt anything was weird about two middle school boys wearing VIP badges, she didn't make any mention of it as she waved Peter and Ned through. As soon as they are through the front gate of the Expo, they are away like a pair of bullets. They ducked around photographers and weaved out of the paths of the packs of people in lab coats until reaching the main floor of the Expo. It looked like an absolute paradise to the two boys. Everywhere they looked there were displays and tiny pavilion exhibits set up to show off new technologies. There was everything one could possibly imagine. From superfoods and advanced medicine to futuristic sports cars and microscopic robots. There were so many things they wanted to see that it was an ordeal just for the boys to figure out where to start.

Donald Menkin hated the Stark Expo. Not only did it come with an enormous workload on his shoulders to organize people and resources toward setting up Oscorp's displays, but the act of being at the Expo was always a lesson in humiliation.

Oscorp was the only company in America that came close to Stark Industries' position as top of the market and everyone knew it. Everyone also knew that Tony Stark and Norman Osborn had a bitter rivalry that stretched back decades. Because relations between the two companies had to remainofficiallycivil, though, Oscorp was still allowed to set up displays for their products at the Stark Expo. Of course, every single time they did Stark Industries made sure to put their most impressive and eye-catching display directly across from the area assigned to Oscorp. Any convention-goers who had even a chance of stopping by to see Oscorp's life-changing genetic research would be immediately taken with whatever mad science experiment Tony Stark had likely thought up the week prior and ignore them completely. This year it was a new type of arc reactor that Stark Industries believed would soon be capable of powering an entire city for at least ten years.

Donald scowled and turned away from the Stark display. Every second spent here was an embarrassment, but Mr. Osborn was adamant that he and the other researchers at the Expo do their damnedest to get attention for Oscorp, no matter what, and that Donald, in his capacity as Mr. Osborn's assistant, stayed on-site to oversee their display and make sure everything ran smoothly.

Currently, Donald was just finishing a phone call with a delivery company whose truck had somehow managed to get lost on the way tothe biggest event in the city.

"Look, Alan," Donald snapped into the receiver of his phone while covering his mouth with his free hand, "if that truck does not make it here within the next twenty minutes, you'll be out of a contract. And if we're feeling generous, we won't force you all into bankruptcy on our way out."

He smashed the disconnect button as if it had personally offended him before shoving his phone in the pocket of his suit and running his finger through his hair. The experience of preparing for this particular Stark Expo had been one setback and screw-up after the next. Things were getting to the point that he'd be surprised if his hair wasn't thinner by the end of this week. Just as he was shaking out a few more headache pills from the bottle he kept in his pocket, one of the scientists rushed up to him, his face white as a sheet as his thick brown mustache wobbled pathetically.

"Mr. Menkin, I… I think we have a problem."

"What now, Warren?" Donald demanded. "Haven't you and your colleagues caused Oscorp enough headaches already?"

"Well, sir…" Dr. Warren said, tugging at the collar of his starched shirt before readjusting his thick glasses. The man's hands were shaking and there were drops of sweat trailing down his brow.

"Spit it out!" snapped Donald, crossing his arms. Dr. Warren's reactions were starting to make him nervous. Warren was one of their heads of genetic engineering and was normally an unflappable man. Whatever had him spooked must be… No, he needed to know the situation before he got too far.

"M-my assistant and I were setting up the specimen containers, you see," said Dr. Warren, clasping his hands together to try and stop their shaking. "Something went wrong and a few of the containers got knocked over. We finished setting them up, but it seems like the hatch to one of the containers was damaged. We turned our backs for a few seconds and when we looked again, the hatch was open." Dr. Warren looked at Donald with terror, his pupils as small as the eye of a pin. "Specimen Eight is gone."

Donald's eyes widened. This… this wasn't good. This wasn't good at all. The business side of Donald's brain went into overdrive, coming up with ideas and doing a cost-benefit analysis on all of them. He needed to get in touch with Mr. Osborn and get instruction from him. But in the meantime…

"Pack up," he said to Dr. Warren. The man looked confused.

"Mr. Menkin?".

"Pack up everything. Now. The displays. The tables. All of it. We're leaving. I need to call this in." He turned from the doctor and pulled out his phone before Warren suddenly grabbed his arm.

"But we can't leave!" he said frantically. "We need to try and find the specimen!"

Donald snarled and grabbed Dr. Warren by the shirt collar and yanked him close until they were almost nose to nose.

"A specimen created by Oscorp's genetic engineering has just gotten free in an uncontrolled public environment," he snarled quietly. "If anyone in this building gets hurt and it gets tied back to us, it's our heads on the chopping block. Or, to be more specific,yours,Dr. Warren." The man's face somehow managed to get even paler. His bouncing mustache only further emphasized his quivering lip. "All we can do right now is try to get out of here before something happens. The retrieval of your specimen is not important." Warren looked like he was going to offer a meek protest, but Donald silenced him with a glare. "Now, doctor, I highly recommend you shift your priorities toward telling all your coworkers to grab their sh*t and get everything off the premises as fast as possible. Understand?" The doctor nodded rapidly as Donald released him before he scurried off to inform the others. Donald pulled out his phone and tried to figure out what he was going to say to Mr. Osborn.

Heads were going to roll for this, and he wanted to make sure his wasn't one of them.

Peter and Ned were wide-eyed as they walked through the cluster of exhibits by companies specializing in Hero Support gear. The exhibits are almost all hands-on, some of them manned by researchers and engineers eagerly demonstrating their new devices. There was advanced night vision, a deep-sea diving suit, and a headset that gave you omnidirectional surveillance. Peter was particularly excited when he tried that one, only wishing that the headset could fit over his glasses so he could have a clearer view.

Next on their trip was a visit to the Stark Industries area. Displays of Stark Industries technology dominated an entire corner of the convention floor, where demonstrators showed off new advancements in clean energy generators, smart appliances, and cutting-edge security devices. On the edge of the Stark Industries area, there was a display for the prototype of what could become a city-level arc reactor and the two boys spent a few minutes gushing over the possible implications of technology like this.

Neither of them paid attention to the Oscorp display being rapidly disassembled behind them.

They continued walking down the avenue, stopping to look at and discuss the different pieces of tech they saw. Sometimes they made ideas of what it could be used for while for others they quietly discussed modifications and changes they would make to such a device or concept. All in all, the two of them were absolutely having the time of their lives.

As they came to the center of the avenue, however, they both stopped in front of a particularly extravagant exhibit. Two tower-like structures were arranged six feet apart from one another within a roped-off area and each had an almost bowl-like dish pointing towards each other at the top of those towers. As Peter took in all of the display, his eyes landed on a man in a lab coat working on a tablet while addressing a crowd of people gathered around him. Peter gasped in excitement and began shaking Ned's shoulder.

"Ned! Ned! Do you know who that is?!" Peter said, pointing to the scientist.

"Um…" Ned said in thought as he stared at the man. "I don't think I do. Who is he?"

"That's Dr. Farley Stillwell! He's the premier specialist in the field of neogenics, the study of Quirks. I've read so many of his published studies. This guy is amazing!" Peter grabbed Ned by the arm and dragged him toward the crowd. "C'mon! I wanna see what this thing does!"

By the time the two of them managed to worm their way to the front of the crowd, Dr. Stillwell had started giving a presentation.

"...and thanks to years of research done by myself and my coworkers, we are finally unveiling the device you see before you. The Neogenic Recombinator." He gave a dramatic pause, probably in case any members of the audience were to gasp upon hearing the device's name. "Our research into humanities genetic code has led to the discovery of numerous markers and genes that, if altered in just the right way, can lead to the development of Quirks where none previously existed." Now some members of the audience did gasp, including Peter. He could feel butterflies in his stomach. "Currently, we have had some positive results with using our device on cell samples, but we are still working out a foolproof design to the device and the energy it projects. Once that is completed, we'll move forward to treatment on laboratory animals and eventually to human trials. Who knows? Within the next ten or fifteen years, we could create a treatment that will cure Quirklessness."

As the crowd applauded Dr. Stillwell, Peter felt his stomach drop into the floor. A possible solution to his Quirklessness had been dangled in front of him only to be snatched away as soon as it appeared.

Back by the machine, Dr. Stillwell nodded to a nearby assistant who started tapping on a tablet. Blue energy crackled from the dishes atop the two towers as a platform rose up from the base of the device, lifting a metal capsule high enough to be directly between the two dishes.

"This capsule contains Quirkless human stem cells," continued Dr. Stillwell as what looked like bolts of electricity began to spark from the towers. "When they are exposed to the energy from the Recombinator, we hope to find that they now carry the genetic markers of Quirk development. Andrew, if you would?"

The assistant tapped the tablet again and suddenly blue beams of energy were projected from the dishes, meeting in the middle to coalesce around the capsule. The audience 'oohed' and 'ahhed' for a moment while Peter just stared the capsule currently being blasted with energy. After a few seconds, the beams shut off and the capsule was lowered once again.

Nobody noticed the small black shape that emerged from one of the dishes before ducking out of sight.

Peter and Ned stayed by the display as Dr. Stillwell took a few questions from the crowd. Peter wanted to ask a few questions of his own, but he suddenly found his mouth to be entirely uncooperative. Ned looked between the Recombinator and Peter before shaking his friend's shoulder.

"You wanna take a breather?" he asked when he finally had Peter's attention.

"Y-yeah," Peter said, giving a nod. They walked a bit further down the avenue before they both leaned against one of the thick columns supporting the ceiling high above them. "This is… pretty crazy stuff, isn't it?"

"Totally," Ned nodded. He smiled at Peter and gave him a playful nudge. "Hey man, thanks for bringing us here. I'm gonna remember this day for the rest of my life."

Peter laughed and returned the nudge. "Just wait until we're setting up our own displays here after we graduate. It's gonna be crazy." Peter let out a relaxed sigh and looked around the convention floor. "Wanna go take pictures by the sports cars next?"

"You read my mind, Pete," Ned said with a nod. "You think they'll let us pose for pictures in the-!"

Ned suddenly gasped. When Peter looked at his friend, Ned's face had gone white. His mouth hung open and his eyes were wide with fear.

"Ned?" Peter asked. "What's wrong?"

"Pete… your hand…"

Peter looked down at his hand and instantly felt panic flood his body. Sitting perched on his hand was an absolutely massive spider. Eight long legs supported an abdomen that was easily the size of Peter's fist. Its body was black and hairless and its exoskeleton seemed to shine in the light. Now that he stared at it, he could feel the tiny, hook-like hairs clinging to his skin as it sat contently on his hand. On the back of the carapace was the number eight written in yellow paint. The most alarming feature of the spider is that it seemed to be faintly glowing. Peter swore that he could see bolts of blue light below its carapace.

Peter tried to control both his breathing and the scream that was desperately trying to break free. His eyes shot toward Ned.

"Ned!" he squeaked. "Help!"

Ned barely hesitated before he began taking off his jacket to swat the spider away. Peter's gaze turned back down to the spider. Every iota of thought was focused on staying as still as he possibly could. He stared down at the creature clinging to his hand and then suddenly found the spider meeting his gaze with its eight beady black eyes. They seemed to stare at one another for a small eternity.

And then the spider bit him.

Peter screamed, jerking his hand and flinging the spider away from him. He clasped his other hand around the bite and screamed again. It felt like somebody had stabbed him with an icicle before setting the wound on fire. His body was in agony. It was as if there were molten metal flowing through his veins instead of blood. His nerves were crying out in pain as he lost his balance and toppled over.

"Pete!" Ned shouted, dropping to his knees next to him.

It hurt. Everything hurt. His vision was swimming. Everything was a haze, even though he didn't remember taking his glasses off. All colors around him dulled and every speck of light suddenly seemed a hundred times brighter.

"Kid! Kid!"

Suddenly there was someone else kneeling over him. He was dressed casually and wouldn't have stood out in a crowd, but it only took a moment for Peter to see through the baseball cap and sunglasses the man was wearing.

Mr. Stark?

Peter opened his mouth to ask what he was doing here but the only thing that came out was the remnants of his breakfast as he vomited onto the floor. He heard Tony yelling for someone to call an ambulance, but it was as if he were hearing everything from the bottom of a pool. His nausea was worsening by the second. He couldn't breathe. His tongue felt too large for his mouth. He shivered and shuddered.

So … cold…

"Kid, keep your eyes on me!" said Tony, holding Peter's chin. "You have to stay focused! Eyes on me!"

Sorry … Mr… Stark…

Peter blacked out.

Chapter 7: Inexplicably Amazing

Chapter Text

Empire City

The first thing Peter became aware of was that his throat was dry. Almost like he had decided to gargle a desert before going to bed. The second was that there was a very annoying buzzing coming from overhead as well as a beeping from somewhere near him. There was a brightness as well, so bright that Peter squeezed his eyes tight against it. He tried to move his head away but his movements were sluggish, like there was a significant lag between his brain the rest of his body. When he finally managed to open his eyes, he was almost blinded by the white glare around him. A few moments later, things came into enough focus that he could see the world around him.

He was in a hospital room, currently lying in a bed with a scratchy blanket pulled up to his chest. Fluorescent lights buzzed above him while a beeping heart monitor stood next to the bed. The window blinds were open Peter groggily looked around, letting his eyes skate over the room. When his gaze reached his opposite bedside, he blinked in surprise.

Aunt May sat against the wall, her head drooped in sleep and an open paperback book laying in her lap. Peter opened his mouth to give her a greeting, but all that came out was a gravely rasp. Still, She jolted awake at the sound — she had always been a light sleeper — and focused her gaze on him.

"Peter!" she cried happily, practically flying from her chair to wrap her arms around him. Her grip was as strong as steel, but Peter couldn't even find it in himself to complain. After a bit of effort, he managed to lift his arm enough to wrap around her back in a weak hug.

"Hey, Aunt May," he croaked.

"Thank God you're okay," she said, "I've been so worried."

"Can… can I…" Peter said in his dry voice.

"Oh!" said May before immediately letting him go and grabbing a cup with a straw in it. "The doctor said if you woke up you could drink this." She held the straw up to his lips and Peter drank. He could never remember water tasting so good and would have downed the entire cup in one sip if Aunt May didn't pull it away. With his throat moistened, he was able to look at May with a little more focus.

"How long have I…" The rest of the question was lost in a cough, but May seemed to understand.

"You've been asleep here for two days," she answered. She gave him another big smile. "I'll be right back. I'm going to go get your doctor." She gave him a kiss on the forehead and stood up. "I'm so glad you're alright."

With that, she walked out of the room. She was only gone for a few minutes before she walked back in followed by a woman with short blond hair and a doctor's coat.

"Welcome back to the waking world, Mr. Parker," she said brightly. "My name is Dr. Atwater. I'm the one who's been taking care of you during your stay here."

"Oh," said Peter dumbly. "Hi." He gave a little wave.

"Hmm," she said, giving his hand a look as she dragged a chair closer to his bedside. "You've got your motor functions back so soon after waking up. That's surprising."

"It is?" Peter asked.

"Surprising, but a very good sign," Dr. Atwater said with a smile. She sat down in the chair and leaned forward. On the other side of Peter's bed, Aunt May retook her seat. "Do you remember why you're here?"

"Y-yeah," he said. His head was feeling a little fuzzy, but he was fighting to stay focused. "Ned and I were at the Stark Expo when a spider bit me. Areallybig spider."

"Yes, that's what your friends told the paramedics who brought you here," Dr. Atwater said. "Looks like your memory is doing okay too. We moved you out of emergency care that night after we took some of your blood. Normally, we would take blood to find out which venom was in your system so we could counteract it. After we stabilized you and took a sample, however, we found nothing. We could only conclude that your body was actively eliminating the venom from the moment it entered your body." She gave him another smile. "That's a hell of an immune system you got there, big guy."

Didn't do me any good when I got that flu for midterms last year.

"Anyway," Dr. Atwater continued, "you seem to be doing okay now that your awake, but we're going to keep you here for two more nights. We just want to make absolutely sure you're healthy."

"O-ok," Peter said with a nod.

"I can take him home then?" Aunt May asked.

"I think so," Dr. Atwater said with a nod, "barring any unforeseen changes." She stood up and placed her chair by the wall. "I'll send the nurse by later to see if you need anything. In the meantime, I have other patients I need to see to, so I'll leave you two be. I'm happy to see you're doing better." She smiled at the two of them before walking out of the room.

Peter and Aunt May spent the next few hours just talking and reassuring themselves that Peter was just fine. Eventually, when it was late afternoon, Aunt May gathered her things and bid farewell to Peter with promises to call him later tonight and to come back and visit soon.

After a nurse drew some more blood from him and brought him dinner, Peter was flipping through the hospital's limited television channels when his door opened again. A doctor Peter didn't recognize walked in and closed the door. He smiled before pressing his side. Peter's mouth dropped open as the man's entire form flickered like TV static before he suddenly transformed into a completely different person wearing a sweater and a baseball cap. The intruder took his hat off and gave Peter a grin.

"Hey, kid."

"Mr. Stark?! What- how- what?!"

"New thing I've been working on," Tony said happily, tapping a boxy-looking device on his belt. "Short-term image inducer. Figured it would be a good field test since visiting hours are over. Works okay, but still a little finicky. Also makes my teeth taste funny." Tony started to walk into the room, but paused and began looking around. He peeked into the small bathroom and even looked under the bed.

"Mr. Stark…" said Peter. "What are you doing?"

"Checking if your aunt is still here. I'd prefer to avoid a confrontation."

"And you're checking for her under the bed?"

"It's called 'being thorough', kid. It's a skill you'll need to learn." Satisfied that Aunt May was not hiding in any dark corners, Tony took a seat at Peter's bedside. "How ya feeling?"

"I'm okay," said Peter, adjusting his position in the bed to be more upright. "I'm still a little woozy from time to time, but I don't feel sick or anything." There were a few moments of silence before Peter spoke again. "Why were you at Expo? I thought you didn't go in public outside your armor."

"I still do, but I'm always incognito," Tony answered, crossing his arms. "I wasn't planning on going, but I decided I could stand to check things out this year. Besides, part of me wanted to make sure you didn't get into trouble." Tony paused before giving Peter a significant look. "Somebody's got a lifetime ban from Horizon Labs, after all."

Peter suddenly felt sick and turned his head away from Tony to stare at the ceiling. He had no words to respond to that.

"Hey, if you don't want to talk about it, we won't talk about it," Tony said, waving the subject away. "Believe me, kid, it's nothing compared to the number of places I've gotten myself thrown out of over the years." He shrugged. "Granted, I ended up immediately buying most of them out of spite, but that's not the point. My point is that I trust you, but I still want to keep an eye on you."

Peter turned looked back to see Tony giving him what could be counted as a crooked smile. Peter found himself smiling back.

"Thank you, Mr. Stark."

"No problem, kid." There were a few moments of silence before Tony stood back up. "Well, I just wanted to check in a make sure you were doing okay. I'll give you the week off from coming uptown to make sure you're all good and ready to work again. I mean it, kid," he said, immediately stopping the protest that Peter was just about to voice. "As soon as you get home, you're taking a week off from Stark Tower, no ifs, ands, or impertinent teenage buts about it. Clear?"

Peter blinked up at him but did nod his head in understanding.

"Okay, Mr. Stark."

"Goodie," said Tony, leaning down to give Peter a slap on the shoulder. "You rest up and don't worry. Your glue is gonna be there waiting for you when you get better. Have a good night." Tony walked toward the door, flipping the switch on the device at his belt and reassuming his disguise. With another wave to Peter, Tony made his departure.

Peter yawned and glanced at the window. It had gotten dark out and he was feeling tired again. He used the remote by his bed and turned out his room lights before lying back down. A flicker of thought went through his head and he reached up to take his glasses off. His fingers only met his own skin.

He hadn't been wearing his glasses.

Tony walked a few blocks away from the hospital, looking around the streets of Midtown. This area was actually a really safe part of the neighborhood, especially considering this place was practically a stone's throw away from Hell's Kitchen. That was the main reason he had gotten the paramedics to bring Peter to this hospital. Even as night was falling, the worst things out on the street were a couple of drunks stumbling home to sleep off a night of either celebration or sorrow-drowning.

Tony hated that there was still a small part of him that wanted to be right there with them. He just shook his head and pulled the sunglasses out of his pocket. He tapped the frame as he put them on, turning on the heads-up display.

"FRIDAY?"

"I'm here, boss. How's the kid?"

"He's doing fine," Tony said with a smile. "Don't worry your little electric head about him. He'll be back to the workshop in no time." Tony paused as he passed a man in a cape walking down the sidewalk, some Pro-Hero on one last patrol before the end of his shift. "I need you to send the suit to my location. It's time I had a talk with someone."

"On it, boss. Just promise you'll go it easy tonight."

"I just wanna talk to him, FRIDAY," said Tony. "Honest."

When he had made it another block away from the hospital Tony ducked into the first alley he could find. A few moments later, the pieces of the Iron Man suit arrived and Tony was soon flying through the sky. Night had fully fallen by now the city was all lit up beneath him. He didn't have very far to go and flew toward the tallest building in Midtown. He came within a few blocks of the building and angled toward the penthouse balcony. The building was made of glass that looked black in the night and had the name Oscorp in big white letters running down the side of the building. He caught sight of his target window and flicked through the vision modes of his helmet. Thermal imaging showed there was only one person in the penthouse office and a quick scan of electronic frequencies revealed no new surprises around the balcony. One couldn't be too careful when dealing with this guy.

Tony angled himself closer until he hovered just outside the floor-to-ceiling window of the penthouse office. On the other side of the tempered bulletproof glass, Norman Osborne sat at his desk signing forms. A glass of scotch sat on the desk within easy reach of the CEO, condensation gathering on the glass before dripping to surface of the mahogany desk. Tony only had to wait a few moments before Norman realized he wasn't alone and spun his chair to see him. There was a flash of irritation across Norman's face before he smoothed it into a smile and pressed a button under his desk. The glass doors to the balcony opened and Norman picked up his scotch before walking outside.

"Good evening, Stark," Norman said, raising his glass in a toast before taking a sip. "What a wonderful surprise."

"Osborne," Tony said coldly.

"Why don't you come inside and let me pour you a drink?" Norman urged, grandly beckoning to his office. "We can have a civilized discussion."

"I'm not here for pleasantries, Osborne," said Tony. "I'm here about the spider."

Norman's poker face was immaculate as he slowly took another sip of his scotch. "Spider? I'm afraid I'm not aware of any-"

Tony opened his hand and projected the images of multiple documents in the air. They featured the Oscorp logo, images of a large spider with the number eight painted on it, and many had red stamps labeling them as 'Confidential'. Norman took in the documents before giving Tony a flat look.

"Ah…thatspider. I remember now."

"I'm sure you do," growled Tony, closing his hand and cutting off the holograms

"I was under the impression we wiped those files two days ago," Norman said conversationally. "Can it be that you have a spy somewhere in my ranks?"

"Don't flatter yourself. I hacked your database. Your IT guys missed the latest kernel patch and your files didn't delete quite right." Tony couldn't help the smug smile under his helmet. "Something to mention at the next staff meeting."

He saw Norman's fingers tightening around the scotch glass despite the neutral expression on his face.

"I'll be sure to do that, thank you. Any particular reason why you're hacking my servers and stealing my files?"

"Because your spider bit a kid. I wanted to see how hurt he was before I decided how badly I would ruin you."

There was an odd expression on Norman's face at that. "I'm not sure I see why you're going to such lengths for a simple accident."

"The kid's a valued employee. And he got hurt atmyExpo afterIgave him tickets. I take responsibility for things like that. Unlikesomepeople."

"I can assure you that I did, indeed, react responsibly to this event. The employee who caused the mishap is no longer under Oscorp employ." Norman leaned against the railing of the balcony and looked out over the city. "A shame, really. I had such high hopes for Dr. Warren."

"Of course, you did," scoffed Tony.

"Come now, Stark," Norman said chidingly. "We are both men of the future. All we want is to raise humanity higher than it has been before."

"We arenotthe same, Osborne. I make new technology. I make devices that help people. What your pet wackos do is creepy and wrong."

"You truly think so?" Norman asked, an absolutely infuriating smile on his face.

"Quirks made us reevaluate everything we know about human DNA. It's changed our species in ways we still don't fully understand yet. And even still, all you people want to do is play with our DNA like a cat with a ball of yarn."

"Such are the paths we must walk for the sake of progress," Norman said, downing the remainder of his scotch. "Future generations will applaud our accomplishments, Stark. And, for the record, I truly am sorry about what happened to that boy. We saw that his medical costs have been paid in full, but I believe there is a rather expensive fruit basket in the mail for him and his aunt."

In an instant, Tony was practically nose to nose with Norman. The man, to his credit, did not even flinch.

"Let me make this very clear, Osborne," growled Tony. "You keep your slimy hands far,faraway from that family. If I find out you've done anything even related to them, I'll bury you so fast you won't even know what direction is up. Understand?"

Norman maintained eye contact with Tony's glowing photoreceptors and smirked. "WhatIunderstand, my friend, is that you are forgetting yourself. You're so busy threatening me that you've forgotten that I am all that is keeping certainother thingsburied."

The words were like a knife in Tony's gut, but he struggled to make sure it didn't show from the outside. If he showed any sign of weakness, Norman would win. Even still, Norman's smile grew slightly wider. He turned from Tony and walked back into his office before giving him a mocking salute with the scotch glass.

"It's been a pleasure talking to you, Stark. Do drop by again sometime." With that, he closed the balcony doors and sat back in his chair.

In that moment, Tony wanted nothing more than to fire every missile, rocket, and other projectile in his suit straight into that office. Instead, he just sighed and flew towards Stark Tower. It had been a trying night and he needed sleep.

SLA Primary Campus, Salem North

The curtains were pulled closed in Jean's room, closing it off from the early evening sun and casting the room in shadows. The main source of illumination was a shining green lava lamp, something that Jean had had since she first moved into the mansion. The oozing light played across the room, illuminating the landscape posters adorning the walls, the fairy lights over the bed that she had put up a few years ago, and the small flock of paper cranes that lived on her bookshelf.

There were six textbooks currently floating through the air, slowly orbiting in a circle around the room. Jean sat cross-legged on her bed, her eyes focused on the textbooks as she slowly breathed in and out. She was calm. She was composed. She was in control. After a quick nod to herself, she held up the seventh textbook that had been lying across her lap and took hold of it with her telekinesis. The seventh book joined its brethren in their parade around her room.

Adding the seventh book seemed to be the current limit on her multi-tasking, Jean realized. The books were starting to shake and dip unsteadily in the air. When she felt something drip from her nose, she quickly set all the books down and used a tissue to stop the bleeding.

I think that went well. I'm not pushing my weight limit yet, but I'm definitely doing better with multi-tasking. I think I'm making good progress.

When her nose had stopped bleeding, Jean stood up and stretched before opening her curtains. She still had some time before dinner, so she figured it would be a good idea to make some progress on her math homework. Before she could sit down at her desk, however, she saw a light on her phone telling her she had a new text message. She grabbed her phone and unlocked it before pulling up the message.

Kevin: hey Jean. we're meeting up at danger room e for a little group combat exercise. get here as soon as you can.

Jean immediately felt panic shoot through her body when she saw that the message had been sent to her almost a half-hour ago. In an instant, she had lunged across the room and ripped open the drawer holding her workout clothes.

"Group exercise?! I didn't know anything about any group exercise! It wasn't on the calendar!" she said to herself as she tossed a loose t-shirt over her head. She grabbed her phone and flicked through her text history. Nobody had texted about any group exercise before Kevin had sent her that text. Had they talked about it during a homework session? Did she totally miss it? She needed to hurry.

Jean had only one arm through her jacket and was still pulling her shoes on as she hopped out of her room and sprinted down the hall. She took the grand stairs two at a time and ducked around a group of three students who thought the staircase was a great place to have a conversation for some reason. Then Jean decided to skip the last five or so stairs and jumped for it before zipping across the entrance hall and slamming one of the doors open. The natural beauty of the grounds was staunchly ignored as she turned and ran to the side of the building to a long line of metal bike racks. The campus of SLA was large and spread out enough that many students opted to bring their bicycles to allow easier commutes. Jean found her bike and started twisting the dial of her lock, her trembling fingers making the task particularly difficult. When she had finally opened the lock, she leapt on her bike and peddled down the paved path like a bat out of hell. Jean blazed past the other buildings close to the mansions. Classroom buildings, dorms, gymnasiums, and even the Support Workshop.

After making a few more turns and almost skidding into two different trees, Jean finally reached Danger Room E. The building was the size of a high school gymnasium and the outside was mostly featureless except for the SLA logo and a big letter E. Jean dumped her bike in the frosted grass and ran for the door, fumbling in her pocket for her student ID until she pulled it out and swiped it in front of the scanner. The door opened with a welcoming blast of warm air to let her into a waiting room like one found in a doctor's office. Instead of a doctor's desk, however, there was a large metal door with a wall-mounted control panel right next to it. The control panel was currently displaying various readouts of the current session, but the most prominent part of the screen was the messageROOM IN USEin big red letters.Jean swiped her ID again and pressed a button to affirm that she would indeed like to enter.

The doors opened to a sight of absolute mayhem. This had clearly been a market street of a beach city, but most of it was now on fire. She could see evacuating civilians in the distance and whirring helicopters in the air shining their searchlights on the city below. In the distance an orange sun set dramatically upon the roiling ocean, its fiery rays blending in perfectly with the burning cars on the street. In every direction Jean could see, there were dismembered pieces of robotic bodies. The still-functioning robots, looking like weird bipedal armored beetles, were swarming on top of a makeshift barricade of market stalls and food trucks, climbing up the sides of the battered vehicles to charge further in.

Jean's eyes found the Wards. They were making their stand within the barricade. Scott was firing optic blasts from the visor he wore during combat practice, strafing across the horde of robots climbing over the barricade and blasting away dozens of combatants with every glance. Jubilee had shed her gloves and was throwing sparkling balls of fire and light into the metal horde, each projectile screaming through the air before exploding like a grenade. Piotr had focused his attention on the smashing any robots that got through their defensive line, his metal muscles more than capable of ripping the robots limb from limb. Even Kevin found his own way to aid in the battle. Jean saw the glove of his containment suit retract from his hand before he touched a nearby palm tree. The Room had recorded his power and it obligingly rotted away that section of the trunk before it collapsed on top of four robots trying to climb the barricade. Then he took up a broken shaft of a street sign and waved it around, looking ready to swing at whatever came close.

Jean felt her breath catch in her throat. They were all facing incredible odds. They were all fighting their hardest.

They all truly looked like heroes.

Scott had just finished blasting away another wave of robots when he caught sight of her. Jean imagined she must look pretty bizarre, standing in a doorway that seemingly appeared from and led to nowhere. Scott's face was shocked for a moment before he came back to his senses.

"Computer, pause program!" he yelled.

Just like that, everything stopped. The robots hung still in midair. The helicopters above came to a halt. Even the roaring flames became frozen in time. The other Wards looked around in confusion before they all rounded on Scott.

"What the hell, Scott?!" demanded Jubilee. "We were kicking their asses. Why'd you pause the program?" Jubilee noticed Jean a second later. "Oh," she said with an annoyed look on her face.

"I-I'm sorry I'm late," Jean said, wringing her hands. "I didn't know we were having this exercise. I must have missed that conversation. I'm just glad Kevin texted me."

Scott looked over his shoulder to glare at Kevin, who remained entirely unaffected and just shrugged.

"I'm not apologizing, Slim."

Scott turned his attention back to Jean and grimaced.

"Jean…" he said hesitantly, "You… you didn't miss anything. Kevin wasn't supposed to text you about the exercise at all."

Jean blinked.

What? That can't be it? That doesn't make sense.

"What do you mean, Scott?" she asked, a tremble in her voice.

"What I mean is," Scott said with a wince, "I figured it might be better if we had this exercise without you. Your powers just end up hurting you if you overdo it and…"

"And combat training would probably be wasted on you," said Jubilee, moving forward to stand next to Scott. She leaned her elbow on Scott's shoulder and gave Jean a smarmy smile. Scott just looked at Jubilee with annoyance as she said, "I mean, it's not like you're actually taking the Entrance Exam, right? You doing combat training would be pretty useless."

Jean swallowed, suddenly feeling a bit nauseous. A glance past Scott revealed that Kevin was looking anywhere other than at her while Piotr was sitting on a destroyed fruit cart, patiently waiting for the exercise to continue. Jean turned back to see the pained expression on Scott's face. Even he couldn't muster up enough any supporting statements for her.

"…Okay," Jean said with a little nod. "I'll just… I'll just leave you to it, then." She turned and walked back into the waiting room.

"Jean, wait!" Scott called, shaking Jubilee off his shoulder and jogging after Jean. He caught her hand as she was halfway across the waiting room and turned her to face him. "Jean, I'm sorry. I just…" He stopped, swallowed, and pulled her into a gentle hug. "I just don't want you to get hurt. Okay?"

Jean stood there in his embrace, her cheek pressed into his shoulder. Her arms rose to return the hug, but they stopped at just touching Scott's sides. When Scott finally released her and tried to gauge her expression, Jean struggled to put a smile on her face.

"Scott, it's okay. I get it." Her voice was barely louder than a whisper. Her throat was dry and she turned away from Scott as she felt a stinging behind her eyes. "I… I'm gonna head back to the mansion. I'll see you guys later, okay?" She gave one last glance toward Scott, who now looked very uneasy, before she walked out the front door.

This time he didn't follow her.

Jean was in a daze as she made her way back to the mansion. On her first trip, she was running on pure panic, but now? Now she was trying not to feel anything, but she wasn't succeeding very well at that. She reached the mansion and mechanically locked up her bike in its usual spot before entering the mansion and climbing the stairs.

It was only when she was safely locked in her room that she allowed herself to cry.

She didn't end up going down to dinner that evening and instead remained curled up on her bed. She had fallen into an uneasy sleep by the time Scott came to check on her. His hesitant knocks didn't wake her up.

Jean had a smile on her face as her next piece of paperwork was moved to the Done bin. Just a few more forms to fill out and she'd be able to go out to lunch with Scott. They had both been working so hard lately and they really deserved to take a break.

It had taken a lot of hard work and sacrifices, but they'd finally achieved their dream of running their own hero agency in Empire City. Their agency had a warm and inviting air to it and they were already working their way up in the Hero Rankings. Relaxing music hung in the air and Jean settled into her chair, humming along with the melody as she filled out another report. She looked up from the form to gaze across the room at Scott's desk where he was on the phone with someone who was in the merchandising business. Once there was merchandise of them, they were officially in the big leagues.

The calm atmosphere abruptly shattered when Kevin ran up to Scott's desk, his face white as a sheet.

"Scott! We got a problem!" he said in a panic. "There's a gang of villains coming up the street! They're smashing up everything! What do we do?!"

"I'll tell you what we'll do!" said Scott, standing up from his desk and hanging up his phone. "We're going to go out there and show those thugs what happens when they make trouble in our town! Everybody get ready!"

Jean nodded and set aside her paperwork and slipped her phone into the pocket of her costume. Maybe her lunch plans would need to be put off, but they had a job to do. She ran behind Scott and Kevin to the front door of their agency, where Jubilee and Piotr were already waiting. Through the glass door, she could see a group of shadowy figures casually walking down the street. Darkness and fire seemed to follow right on their heels.

"Alright, team," said Scott encouragingly, "we've trained for situations like this. Just stick our battle strategies and we'll be just fine. Let's get moving."

"Yeah! Let's teach these jerks a lesson!" whooped Jubilee before charging outside with a battle cry. An equally excited Kevin and a stoic Piotr followed right on her heels.

"I'm right behind you, Scott," Jean said with a nod.

Scott froze and spun around to face her, almost as if he had forgotten she was there.

"Oh… Jean…" he said hesitantly. "Um…"

Jean's smile faded and she suddenly felt a lot less excited about the mission ahead.

"What do you need me to do, Scott?"

"I… I think it would actually be best if you stayed here, Jean," Scott said, opening the door to walk outside. "I don't want you to get hurt. We can handle this ourselves."

"What?" Jean asked, feeling hurt and confused. "But I can help. We're supposed to stick together."

"It's nothing personal, Jean," Scott said, looking back at her over his shoulder. "It's just that…" He hesitated before turning around again. "You're useless."

He released the door and it gave a deafeningBOOMas it swung shut.

Jean felt her heart rip in two before she scrambled to open the door and join the rest of her team. No matter how hard she pulled, however, the door remained firmly shut.

"No! Scott! Please let me help!" she cried out as tears fell down her face. Scott made no sign of hearing her words as he ran down the street, joining the others in their battle. "Scott! Please!" Jean yanked harder on the door before hammering on the glass, but it stayed as immovable as stone.

Her cries were interrupted by a loud crack from behind her. She fearfully looked around to see that the office was breaking apart. Cracks skittered across the walls, floors, and even furniture before they broke off into pieces and fell away. More pieces of their agency were torn away until all that stood before her was a yawning black void. Then, it was almost as if gravity tilted and she found herself suddenly hanging onto the door handle for dear life, her tears falling down into the blackness. The world outside remained unaffected and she could clearly see the others doing battle with the villains and saving civilians. Jean's fingers began to lose their grip as she was pulled harder toward the blackness.

"Scott! Please!" she screamed. "Please don't leave me!"

Jean's fingers finally lost their grip on the door handle. With nothing to support her, she was swallowed by the darkness.

She was falling down…

Down…

Down…

Jean woke with a start, her eyes darting around in an attempt to find out where she was. To her relief, she was only curled up on her bed, tangled up in her blanket with her shoulders twisted at an odd angle. She pushed herself up into a sitting position and thought over her dream. Many of her dreams faded away upon waking, but this was one that stayed fresh and raw in her mind.

Jean could feel more tears coming down her face as the thoughts of the day mixed with those of the dream.

"Without you…"

"Wasted on you…"

"You're useless…"

"I don't want you to get hurt…"

"Useless…"

After she finally brushed away her tears, she stood up from her bed and departed from her room with a determined expression on her face.

The hallway outside was dark, but she quietly moved through the halls of the third floor. She made a few turns before coming to a wooden door that she had always thought was a few shades darker than all the other doors in the mansion. Taking a deep breath to steady her nerves, she raised her fist and knocked hard on the door. She waited a few seconds before hammering on the door again. She repeated this over and over until she heard movement on the other side and footsteps started coming closer. When the door finally opened, a very disheveled andveryannoyed Magneto stood in the doorway wearing a long maroon sleeping robe. He rubbed his eyes before blinking them clear and focusing on Jean. She swallowed nervously as he scowled down at her.

"Jean, I'm telling you right now that I'm not Charles. If you're coming to me because you've had a nightmare-"

"Iwanttotrainwithyouagain!" she blurted out, her head ducking down

"-I am going to…" Magneto stopped and looked at her curiously. "What was that, Jean?"

"I…" For a moment, words seemed to fail her, but Jean took another breath to try and settle her already frayed nerves. "I'm sorry for what I said last week," she said to the carpet. "I've thought about it and you're right. If I don't work as hard as possible, I'll just get left behind." She looked back up at him, determination shining in her eyes. "I want to train with you again so I can get ready to take the Entrance Exam."

Magneto's only outward reaction to this was a raised eyebrow.

"And this couldn't wait until morning because…?"

"Because… because by morning I would have lost my nerve and changed my mind again. I don't want you to let me change my mind again after tonight."

For a few moments Magneto just stared down at her before a small smile appeared on his face.

"In that case, I look forward to working with you, Jean," he said. "I'll make sure to remind you of this conversation every time you start complaining."

"Yes sir," Jean said with a nod.

"Good. We'll start our lessons up again…in the morning."

Jean had the decency to blush.

"I'm sorry, Magneto. I'll let you get back to bed. Goodnight."

"Goodnight, Jean. See you in the morning. Be ready to train hard tomorrow."

"I will," she said, waving goodbye as she returned to her room.

Magneto had a smile on his face as he closed his door and walked back through his living quarters toward his bedroom. With a wide yawn, he climbed back under the covers and laid down.

"See? I told you she would come around, Erik."

"We are not having this conversation now," grumbled Magneto. "If you want to gloat, you can save it for the morning, Charles. Now go to sleep."

The only answer was a chuckle.

The Burbs

Peter had been gormlessly staring in the mirror for the last ten minutes. His jaw hung open as he stood in his bathroom, wearing only jeans. Finding that he no longer needed glasses in order to see had been a shock, butthis?This was something else.

The remainder of Peter's hospital visit had gone quite well. Aunt May and Ned had stopped in to see him many times and no other medical problems had sprung up in the meantime. Aunt May had brought him home from the hospital the previous night and he had just showered to get ready for school. He had just been in the process of dressing when he caught sight of himself in the mirror.

During his stay in the hospital, Peter had somehow developed an incredible physique of lean muscle. He had real abs now. He could see them. He couldcountthem. He also had a noticeable bulge in his bicep, a far cry from the weak noddle arms he possessed just at the start of the weak. Heck, even his shoulders were broader. His new muscles weren't overly large, but they were all defined and solid.

This is… unreal. Did that spider venom have some sort of steroid in it? Wouldn't that come up on my blood tests or something?

Eventually, Peter realized he couldn't just stand there staring at the mirror all day and finished getting dressed. Whether or not he got a few more flexes in before he dressed was strictly his business.

Peter finished dressing and came down the stairs in a rush. May was just spooning some scrambled eggs onto a plate with toast as he came in.

"Morning, Aunt May," he said, kissing her on the cheek.

"Good morning, Peter," she said with a smile. She handed him his plate of breakfast before they both sat down with their meals. Peter was seized with a sudden hunger and was practically shoveling the eggs into his mouth while Aunt May ate at a more sedate pace. When Peter looked up from his plate, he saw that Aunt May had a worried look on her face.

"What's wrong?" he asked. Aunt May cleared her throat and put down her fork.

"Are you sure you feel up to going back to school again today?" she asked. "It's not a problem if you don't. You can just stay home for another day."

"I feel fine, Aunt May. Honest." Peter smiled at her as he cleared his dish.

Actually, Peter felt better than fine. He felt like he could run a marathon, which was pretty amazing seeing as he was usually dying in PE after a single lap around the running track.

Soon after that, Peter gave his aunt a farewell with more reassurances before shouldering his backpack.

"See you tonight, Aunt May," he said with a smile.

"See you then, sweetheart," she said. A moment later, she suddenly looked confused. "Wait a second, where are your glasses?"

"I… um, I don't think I need them anymore," Peter said lamely.

"Don't need them anymore?" May said incredulously. "What do you mean by-?"

"Sorry, Aunt May, but I might miss the bus! Gotta go!" Peter said in a rush as he practically ran out the front door and down the street.

And that was only the beginning of Peter Parker's strange day.

"You're sure you're okay?" asked Ned. "I could totally carry your backpack for you if you don't feel good."

"Ned, I'm fine," Peter said, trying to put his friend at ease. "I actually feel really good today. Seriously."

"Okay," Ned said, still looking a little worried about him.

School hadn't started yet and the two boys were gathering their belongings from their lockers.

"Wait, where are your glasses?" asked Ned, suddenly scrutinizing Peter's face. "Can you really see?" He waved his hand in front of Peter's eyes, but Peter smacked his hand away.

"Knock it off, Ned. I can see just fine."

"How, though? Did they give you laser eye surgery while you were out or something?"

"Don't think so," Peter said with a shrug. "I just woke up in the hospital and suddenly I-"

That was when Peter suddenly felt a tingle in his head, but at the spot where his spine met his skull.

"Parker!" a new voice shouted. Peter snapped up straight and spun around. Flash was stalking down the hall toward them, flanked by his football henchmen, Seymour and Brian. Flash had a look of grit-toothed anger on his face and his eyes were focused on Peter like a sniper scope.

"H-hey, Eugene," stuttered Peter. He immediately regretted it when Flash shoved him and sent him stumbling back into the wall.

"Don't call me that!" Flash snapped. "Where the hell have you been?!"

"I-I was in the hospital," Peter said, trying to back further into the wall to get away from the angry Flash. "I got bitten by a spider while Ned and I were at the Stark Expo so-" Peter immediately realized his error and snapped his mouth closed, but it was too late. Flash's glare seemed to get even darker as he loomed over Peter.

"What the hell were two wastes of space like you doing at the Stark Expo?" he demanded. "You must have snuck in or something."

"No, we didn't," said Ned, trying to put on a brave face. "Peter got VIP tickets because he's working for To-"

"Ned!"snapped Peter, stopping his friend from saying the words that would surely condemn him. Ned seemed to realize it just a second later and clamped his mouth closed. Flash glared at Ned before turning his gaze to Peter.

"So…" said Flash, now looking downright murderous, "you're working for someone who just so happened to give you tickets to the Stark Expo? Is that where you've been going with that fancy chauffeur of yours? You think you're so high and mighty now that someone is giving you attention?"

"I-it's not like that!" protested Peter.

"Shut up!" yelled Flash, giving Peter a hard shake. The back of his head slammed against the wall, making his already present headache just hurt that much more. "You obviously didn't understand our last talk, Parker. You don't remember where your real place is. Lucky for you," Flash suddenly had an evil grin on his face, "I'm more than happy to help you out with that."

In the space of a few moments, Flash had grabbed Peter by the back of his collar, opened his locker, and wedged Peter inside before slamming the locker door on him. Peter finished being dizzy just in time to be disoriented by the sudden lack of light.

"Get over here, Lard Boy!" said Flash. "I got a few questions for you about Parker's new job." This was followed by the sound of Ned letting out a breathless 'oof' as he was shoved to the ground.

"Leave him alone!" shouted Peter, struggling against the tiny metal box he had been placed in. It could have been his imagination, but it seemed even smaller than when he had been shoved in here a few weeks ago.

Peter pressed his hands against the back of the locker. He needed to get out. He needed to help Ned. He flattened his palms against the back wall and strained against the door. He was very surprised when he heard and felt a pop from the top hinge. Wondering what further surprises could be had, Peter pushed again. There came the groaning of metal and a few more small pops before there was a sudden loudCLANGand Peter was falling out of the locker onto the hallway floor. Flash and his henchmen, who were crowding Ned back toward a wall, spun around and stared at him with looks of shock.

Giving his locker a look, Peter honestly didn't blame them. The door was bent and only hanging on by half of a single hinge. Peter just lay there, staring at it for what felt like an eternity, until…

"What's going on here?!"

All the boys spun to face the school principal, Mr. Davis, glaring at them.

As if I didn't already have enough going on today…

In Mr. Davis' professional opinion, it was quite obvious that Peter had had some sort of freak episode and decided to destroy his own locker while Flash Thompson, Midtown Middle's star athlete, and two of his friends had been merely passing through. The fact that the locker was clearly destroyed from the inside had no bearing in Mr. Davis' assessment whatsoever. The principal dismissed them all with an added remark to Peter that he would be calling his aunt and they should expect to be presented with a bill for damages to the locker.

They'll probably overcharge us, too. I just hope my salary from Mr. Stark can cover it. I don't want Aunt May paying for… whatever is going on with me.

The day's classes had passed by and the students were now on their way to lunch. Ned kept trying to question Peter on how he had accomplished that feat with the locker, but Peter had no answers for that. He was still too busy trying to wrap his head around what was going on.

I get bitten by a spider and then suddenly I start changing. I don't need my glasses, I have muscles, and now I'm able to break out of a locker. What sort of spider was that? It was way too big to be something normal, but the hospital said they didn't find any trace of venom in my blood. How does all of this fit?

The two boys made it to their last hallway before the doors to the lunch room when Flash, Seymour, and Brian came walking down from the other hallway. Flash only gave Peter the barest of a glance before scoffing and entering the lunch room while the two other boys gave Peter ugly looks.

"Y'know…" said Peter, shooting the henchmen a glance before giving his attention to Ned. "Maybe we should eat outside. It's a nice day."

"Pete, it's February. There is no nice day going on."

"I just don't think we wanna get stifled in the cafeteria today," said Peter, turning on a dime to walk back the way they had come. Ned was left with the only option to hurry after him as Peter side-stepped the last few stragglers heading to the cafeteria.

"Looks like a ten-pointer," Peter heard Seymour whisper.

"You wanna?"

"No, after you."

"Mr. O'Reilly, it would be a pleasure."

There was a rush of sudden footsteps behind Peter before that strange tingle from before suddenly came back, but sharper and stronger. Then… it was like Peter's body moved on its own. He jerked to the side just as a foot swung up to kick through the space where he had been only seconds before. Peter's hand shot out and seized the foot before flinging it upward into the air. Brian, with a look of utter surprise on his face, found himself doing an involuntary flip in the air before crashing down on his front. The dullTHUDof his landing echoed through the hallways before silence settled over them.

"Holy…" said Ned, his eyes practically popping out of his skull. Seymour just stood there and stared at his teammate with his mouth hanging open. The students in the hall suddenly started whispering to each other, all of them looking in awe at what had just happened. Peter felt chills skitter over his body. His heart was pounding in his ears and he suddenly felt like he couldn't breathe.

I… What did I just do?

"Pete?" Ned said worriedly. Peter looked at his friend and swallowed.

"I… I… I need to get some air!"

With that, Peter turned and fled. He spent the rest of the lunch period hiding in a bathroom, wondering what the hell was happening to him.

You can do this, Peter. Just make it through one more class without any more freak-outs and things will be fine. Just get through English. Piece of cake.

At the front of the classroom, Mr. Gladlee was leading his class in a discussion onA Midsummer Night's Dream.He had just found a passage he liked in particular and explaining to the class that it was not only a reference to the politics of Athens but also a satire about some obscure English noble.

So, I now have incredibly quick reflexes, I'm crazy strong, and I have headaches at random times. What could even be happening? The bite must have done it, but what could actually cause all this?

"Ahhh… a truly masterful bit of eloquence from The Bard. Anyone have any thoughts?"

The strength I had when I broke out of the locker and when I flipped Brian… IknowI'm not capable of doing that? Maybe the spider did have some kind of venom. Could it be affecting my adrenal glands and making them constantly produce adrenaline?

"Mr. Parker, how about you?"

That could also explain the reflexes, but this really isn't good. I might tear my muscles apart and not even notice. And constantly being on adrenaline justcan'tbe healthy.

"Mr. Parker, are you listening to me?"

I need to get my blood checked at Mr. Stark's lab. I know he told me to take the week off, but this is an emergency. I can give him a call after school and explain-

"MR. PARKER!"

Peter jerked in surprise as Mr. Gladlee was suddenly right in front of him. Peter's hands jerked out to opposite sides and there was a sharp ripping sound. The whole class went silent. Peter could feel his body trembling as he stared at his hands. His copy of the book had been torn in half right down the spine and each half of the book was stuck to his palm. He shook his hands, but the separated covers refused to fall.

"Oh god," Peter whimpered. "Oh god, oh god, oh god! What's going on?!" No matter how much he shook, the two halves of the book stayed attached. He looked up at the now enraged teacher. "Mr. Gladlee, I'm so sorry. I don't know what happened, I just-"

"Enough!" hissed Mr. Gladlee, his eyes practically burning a hole in Peter's head. "I thought that you were a brilliant student, Mr. Parker. The faculty and I thought you had a shot at rising to academia. But your obsession with SLA and now this mutilation of your book have shown me how wrong I was. You are simply a young thug, Mr. Parker." Peter could hear the other students suck in breaths at that statement. "You will stay here after class so we can discuss the terms of your detention." Mr. Gladlee then turned on his heels and marched to the front of the class to continue the lesson.

Peter was frozen, absolutely stunned by what his teacher had said, when two woodenthunksdrew his attention downward. The separated covers of the destroyed book had fallen from his hands. He scowled at the offending limbs.

Oh, sonowyou stop! Thanks a lot, hands.

Peter slumped in his seat and turned his attention back to the lesson, trying to pretend that he wasn't bothered by the dozens of hurried glances he got from his classmates.

The halls of the school were long empty by the time Peter left Mr. Gladlee's classroom. He had received a very significant browbeating and Peter had to say he was honestly a little impressed by how artful some of those condemnations were. Not only did Peter have to pay for the damages to his locker, he now had to replace the destroyed book and he was going to have Saturday detention at the end of the week.

"This day has really sucked," Peter muttered to himself as he walked toward the main doors to the school. "This has to be the work of that spider. I need to talk about it with Mr. Stark. And probably Ned too." Ned had been shooting Peter worried looks all throughout English after witnessing Peter's feats of strength. He had wanted to wait for Peter outside the room, but Ned had cram school today so Peter waved him off. They would contact each other at the end of the day and maybe figure out what was happening.

Peter opened the front door and had only made it three steps when that weird tingle seemed to slam right into his skull. This time it was much sharper than it had been all day. He hunched over and gasped at the sudden pain in his head, but then he felt something pass right over the top of his head. His headache screamed again and he kicked off the ground to hop a short distance away, turning to face his attacker when he landed.

Flash Thompson was frozen with his hand extended outward as he had tried to grab Peter. The young man blinked at Peter in surprise before becoming angry.

"Did you take some f*cking dance classes while you were in the hospital?" he demanded.

"What are you-?" said Peter. "Were you waiting for me out here?"

"I never got my answers, Parker," Flash snarled, cracking his knuckles. "I wanna know how the hell you're doing all this weird sh*t today. How'd you get out of that locker? How'd a shrimp like you manage to flip Brian? What in thef*ckis going with you?"

"Believe me, Eugene, I want to know that just as much as you do," said Peter, slowly backing away from Flash.

"Don't call me that!" Flash roared, lunging forward with his fist co*cked back.

Peter's headache had been pulsing in the back of his head ever since Flash appeared in front of him, but now it screamed as Flash moved to attack. In one instant, Flash was bearing down on him like an unstoppable freight train. The next, Peter suddenly found himself twisting his body to weave out of the path of Flash's punch. Flash stumbled forward, thrown off balance by his punch before turning back on Peter with rage in his eyes.

"Eug-…Flash, hold on," said Peter, holding his arms out pleadingly. "Let's just- ah!" Peter yelped as he dodged another punch from Flash.

Peter thought that even Flash wouldn't pick a fistfight with him on a city sidewalk, but it seemed he was wrong. Flash let out yells of frustration as he continued to swing his arms at Peter, but Peter just kept ducking and dodging around them.

Whoah. How am I even doing this? This is insane!

Peter hopped away from a wild haymaker from Flash, but his foot slid off of a glass soda bottle that had been left on the sidewalk. His balance was thrown off and his back slammed into the wall of the school building. Flash's eyes lit up in triumph before he charged yet again, his fist co*cked back to hit Peter with a solid punch.

As his head screamed at him, Peter had no idea how he did what he did. He just bent his legs and shot straight up into the air.

There was a loudCRACKas Flash's fist connected with the side of the school, breaking the paint and the concrete beneath it. He stood there for a moment, blinking in confusion, before looking in all directions to see where Peter had disappeared to. When he looked up, his mouth dropped open.

Peter was almost fifteen feet off the ground and somehow clinging to the sheer concrete face of the school building. Panic seized his chest the second he looked down and let out an audible squeak. Peter pressed his forehead against the wall and made a futile attempt to slow his breathing.

"What the hell are you doing up there, Parker?!" Flash roared angrily, slamming his hands against the wall.

"I don't know!" cried Peter, his whole body trembling.

"Get down here, you coward! NOW!"

"I don't know how!" Peter squeezed his eyes tighter and urged himself not to look down again.

Today was officially the strangest day in Peter's life.

Chapter 8: Doing Whatever a Spider Can

Chapter Text

The Burbs

One Week Before the SLA Entrance Exam

Peter's arms were aching, but couldn't say he hated the burn. The pounding of blood in his ears almost felt like the beat of a victorious march in the aftermath of so much struggle. He crouched on top of the signal metal signal tower and turned his head, trying the paint the panoramic cityscape into his head. The sun was currently setting on the horizon, giving off a beautiful burst of color as it's farewell gift to the city-dwellers. Peter even found himself giving a pleased sigh as he looked upon it. A slightly chilly wind blew in from the east, but it was a far cry from the arctic gusts that had come earlier in the year. Now, spring was well on its way to becoming summer and Peter needed only a light jacket to stay comfortable, even at these altitudes.

Sitting up there, with the expansive borough before him, Peter couldn't help but feel that this was his turning point. Over the last three months, Peter had been training his body as well as his mind. He had started lifting weights in his off-time and running around the neighborhood in the mornings. He also kept Ned in the loop on what was happening with his new Quirk and the two of them often spent their lunchtimes swapping stories and ideas, going over both the notes of Ned's Support cram school and Peter's observations of his powers. He and Tony had worked on his father formula as well as teaching him more about the mechanics that were a part of Tony's daily life. And Aunt May had supported him the whole way. Still, it was hard to believe he was here, looking down at the Burbs like a real hero.

This was a moment that he would remember for the rest of his life. Even if he failed his final test, he knew it would all be worth it, for this feeling.

The Burbs

Three Months Before the SLA Entrance Exam

After his weirdest school day ever, Peter had been at the mercy of the school janitor. The wait had been agonizing, but the janitor eventually set up a ladder and climbed high enough to bring Peter safely down from the wall. Then Peter had been left to stew in Principal Davis' office, waiting for Aunt May to arrive. When she did, she was informed that Peter had perpetrated several delinquent actions during the day, the biggest of which was scaling the school walls. Peter was given no opportunity to speak for himself and was sent home with a two-day suspension, Saturday detention the following three weekends, and an ominous remark that he should be thankful the police hadn't gotten involved.

On their drive back, Aunt May had just asked, "Peter, sweetie, aren't you afraid of heights?"

All Peter could say was, "Very much. I didn't mean to climb that wall and I don't know how I did it. I just stuck to it for some reason."

Aunt May nodded but said nothing. What could she say? It didn't make any sense.

After they made it back home, Peter shouldered his backpack and escaped to his room. When he was alone, he eased the backpack off his shoulders and dropped it to the floor.

That is, hetriedto drop it on the floor.

Peter's eyes snapped down to his hand, where the strap of the backpack was currently stuck fast. It was happening again. He started shaking his hand vigorously. When Peter gave another hard shake of his hand, the backpack apparently gave up and the strap tore off entirely, letting the pack thump down onto the floor.

"Ah, man…" Peter said. Another backpack ruined.

The strap was still stuck to his hand and Peter quickly tried to remove the strap, but it ripped and came away in pieces with lose threads still sticking to Peter's fingers. Peter stared at his hands. He hadn't gotten a chance to before this. Where before his hands had been unmarked and ordinary, now there were tons and tons of little brown dots all over his fingers. Peter brought his hand closer to his face and squinted at these dots.

Weird. They almost look like…

Peter opened one of the drawers of his desk and pulled out a magnifying glass. When he held it to his hand, he smiled. What he had seen on his hand were not dots, but tiny hook-shaped barbed hairs. Even to Peter's untrained eye, they looked very similar to…

"Spider claws," he breathed. He continued to stare at the tiny claws adorning his hand until, right before his eyes, they all suddenly retracted back into his skin. Peter stared in amazement before he tried to bring them back. It took some experimenting, but he eventually found a way to clench the muscles of his hand that made the hairs come out.

Finally, an answer.

On a hunch, Peter pulled off his shoes and socks before holding the magnifying glass to the underside of his foot to search for similar hairs. This time it took a bit longer, but he was able to figure out how to project those tiny claws from his feet as well.

Okay, so… this is interesting. My hands and feet can stick to things like a spider. I wonder if…

His thoughts trailed off as he looked around his room. In an instant, he knew what he wanted to do. Slowly, almost nervously, he walked to one of the more barren walls and placed his right hand on the wall. It took a bit of time to get it right, but soon his hand was stuck fast to the wall.

Then his other hand.

Then his feet.

Soon, Peter was crawling straight up his wall and toward the ceiling. He had an absolutely beaming smile on his face as he shifted his position and clung to the ceiling of his bedroom. Peter couldn't help but giggle as he took an upside-down look at his room, feeling the curious sensation of gravity pulling him toward the floor while at the same time having no real influence over him.

"Whoa…" he said through his giggles. "Cool."

"Hey Peter, I'm going to order some pizza," Aunt May said as she pushed through Peter's slightly open door. "What do you waAHHHHHHHHH!"

Aunt May's scream caused Peter to scream in surprise as well. This caused him to lose his concentration and sent him falling to the floor to land in a crumpled heap. After they had both taken the time to calm down from the fright, a quite shaken Aunt May ordered them a pepperoni pizza while Peter left a message for Tony about the situation and then explained the day's events to Aunt May.

They were still talking by the time the pizza arrived.

Early the next morning, Tony had sent the car to pick Peter up and take him to Stark Tower. He had no time for Peter's excited exclamations and instead insisted on putting Peter through a nigh-uncountable amount of both physical and chemical tests to try and find the extent of the changes to his body. Once Tony was reasonably reassured that Peter wasn't slowly dying from any reactions to mutations, genetic defects, or latent traces of radioactivity, Tony started letting Peter's excitement infect him too. Soon the both of them set about trying to find the scope of these new abilities Peter possessed.

By the end of the day, they had concluded that, in addition to Peter's ability to stick to walls, he also possessed incredible strength (enough to easily lift at least six-hundred pounds) and a level of speed and agility that would leave any Olympic athlete green with envy. If that wasn't all, Peter also possessed a form of danger-activated reflexes that were so fast they bordered on precognition. They discovered this when one of the workshop's robotic arms had some sort of malfunction and flung a wrench at the back of Peter's head, only for the boy to instinctively duck to avoid it. Peter quickly recognized these as the bizarre tingles he had been having the previous day.

At this point, not even crowbars could remove the excited smiles they both had. There was no better way of saying it: that spider bite had given Peter a Quirk.

"We candefinitelywork with this," Tony had said.

2/16 - 22

2/20 - 29

The Burbs

Two Months Before the SLA Entrance Exam

Peter was still getting used to quirk but even so, he never lost sight of his father's adhesive. Between workouts, Tony's lessons, brainstorming with Ned, and school, Peter worked on the formula. Then one night, at two o'clock that morning, Peter sat bolt-upright in bed because he had figured it out. In the midst of a dream, he had a eureka moment. He couldn't even stop himself from laughing as he scribbled down his ideas like a man possessed.

The formula had suddenly clicked for him and he knew what it needed. The next batch of adhesive he cooked up didn't begin dissolving until an hour after contact was made with a solid surface and it was also much stickier than the original prototype. Tony had tested it with a few of his machines and calculated that this new version had a tensile strength of about one hundred pounds per square millimeter, which was frankly more than Peter could have hoped for in his wildest dreams.

Still, that left the question of how best to use it.

3/10 - 72

3/17 - 100(!)

The Burbs

Seven Weeks Before the SLA Entrance Exam

"So, just to clarify, you're not doing that glue gun idea, right?" asked Ned as he and Peter ate lunch one day.

"No way," Peter said around his ham sandwich. He continued after he swallowed. "Aunt May is worried enough as it is. I don't want to imagine how she'd feel if I was running around the city with anything even resembling a gun."

"What if it looked more like a spray bottle?" Ned asked, drawing a quick doodle on his napkin.

Peter laughed. "Mr. Stark will start calling me 'Mr. Clean', that's what."

"Hmm," said Ned, tapping his pen against his chin. "Maybe you could have some sort of shoulder-mounted cannon? Like that one fire-fighting hero with the water powers?"

"It has potential, but it might be too bulky."

"Right, you're a Jedi acrobat now. It would probably be too much."

Peter hummed in thought as he dropped some goldfish crackers into his mouth before he felt the tingle of his super-sense on the back of his neck. Peter immediately ducked his head down closer to the table, but nothing happened. After waiting for a moment, Peter slowly turned his head until he could glance over his shoulder. Sure enough, Flash Thompson was three tables away and glaring at him while he stabbed at his own lunch with far more ferocity than was necessary. Peter gulped and turned his eyes back to his food, trying to act like he hadn't just stolen a look.

Things had been…oddfor Peter here at school since his new Quirk appeared. Flash had been keeping his distance and he and his minions hadn't offered up much more than vicious looks and a few insults in passing. Nobody had kicked Peter to the floor or shoved him in a locker in over a month, but Peter found he couldn't relax. His danger senses were going off every time Flash got too close or so much as looked in his direction, immediately putting Peter on edge.

"You okay, man?" asked Ned.

Peter gave a shaky nod. "I'm okay. Eugene is just staring at me." Ned didn't even attempt to be subtle as he looked for himself.

"Wow, that's cool," Ned said with a smile. "Your spider-tingle tell you that?"

"Yeah," Peter said with a nod.

"Awesome." Ned paused in thought before nudging Peter with his elbow. "You could try something where you shoot this glue from your butt. Like a spider, y'know?"

That suggestion was so crazy that Peter just had to laugh. For a moment he was able to ignore the tingling in his head.

"Yeah, I'm just gonna give that a 'no', Ned," Peter said with a shake of his head. "I want to be a hero with at leastsomedignity."

Ned laughed at the idea too before turning back to his sketch on the napkin. "Well, I'm not getting any other ideas right now, so I guess we can do more brainstorming later."

"Yeah, after English we can go to the library and work on it a bit more," Peter said with a nod.

"Wait, English?!" said Ned, suddenly looking worried. "Shot! I forgot to do my reading for today!"

"Oh," Peter said with a wince. They had been assigned to read the first few chapters ofRobinson Crusoein preparation for a discussion in class. Everyone was expected to contribute. "Want me to give you the cliffnotes version?" he asked.

"Actually, I should be okay," said Ned, pulling a mini laptop computer out of his backpack. He opened it and, with a short burst of keystrokes, he was connected to the school wi-fi. Ned reached to the back of his neck and pinched at the top of his spine. When brought his arm back around, a USB plug was in his hand with a cable leading back up to his neck. He plugged the cable into the laptop, which immediately flashed a number of web pages and text documents before turning off. The cable retracted back into Ned's neck and he gave Peter a grin. "Done."

Ned Leeds: Quirk – USB

His quirk gives him an extendable USB cable that connects directly to his brain. When he fits it into a computer, he can control it with the speed of thought as well as directly download information. On the downside, his 'RAM' is limited and if he downloads too much info at once, his brain might try to automatically free up some storage space.

"You make it look easy," Peter said, rolling his eyes. "Did you download the whole book?"

"Nah, just the first three chapters," Ned said, closing the laptop and putting it away. "Crusoe's kind of a jerk."

"Yeah, he is," Peter said with a nod. "But he's an 18th-century British guy. What else was he gonna be?"

"It's kind of slow, too," Ned said, scratching his head. "How do you manage to make being kidnapped by pirates seem boring?"

"I'm just hoping we get to the island soon."

"Yeah, I've seen a bit of one of the movies. Pretty soon he'll be swinging around like he's Tarzan and making giant treehouses."

Peter started to nod at that before his mind conjured up an image to go along with what Ned had said. He froze, his eyes wide.

"Wait," Peter said, holding up a hand. "Say that one more time."

Ned blinked in confusion. "Um… making giant treehouses?"

"No, the thing right before that."

"Swinging around like Tarzan?"

Peter gave a slow nod before he grabbed Ned's pen out of his hand and bent over the napkin, drawing furiously. The idea for the device was taking shape and he was trying to keep the pen moving as fast as his brain was.

When Peter had completed the rough sketch, he slid the napkin toward Ned as they both looked over it. It was a wrist-mounted launcher, using a trigger in the palm to launch adhesive from a nozzle. He had included a stick figure wearing a pair of these devices and swinging between two buildings.

Ned blinked a few times before he looked up at Peter with a big goofy grin on his face.

"I think we just found a winner, Pete."

"I think so too," Peter said happily.

The bell signaling the end of lunch rang just as they were finishing their congratulatory handshake.

3/24 - 151

3/31 - 185

The Burbs

Four Weeks Before the SLA Entrance Exam

Peter knew he had no reason to be nervous. This was just a test of his new prototype launching mechanism. He already knew that the adhesive itself worked and issues with the launcher itself could be fixed. He had no reason to feel so nervous about the upcoming test.

However, when he put his mind to it, he knew why he was feeling nervous. This was the second prototype launcher he had tested and he could still remember how the last one had gone. When he had pressed that button to activate the mechanism, he had expected a stream of adhesive to fire from the nozzle. Instead, a formless lump of goop had squirted out of the nozzle while the rest of the adhesive supply had exploded in the machine and oozed out of every crevice.

Peter had been mortified while Tony had spent the next few minutes howling with laughter.

But that was then. This is now.

He had decided to move away from his original idea of a gun that shot streams of adhesive and instead try a new design with a smaller nozzle and more power behind the release. A last-minute thought had him also include a motorized emitter nozzle that, with its multiple spinning chambers, should conceivably weave the adhesive into a sort of cord.

He just hoped that it worked in the real world as well as it did in his head.

Tony walked up next to Peter and clapped a hand on his shoulder.

"Ready to give two-point-oh a test, kid?" Tony asked.

"I think so, Mr. Stark," Peter said, hoping that this test was better received than the last one.

"Well, you have the countdown," Tony said before taking a step back. A camera had been mounted on one of the robotic arms that lived in the workshop and it adjusted itself to keep both Peter and the device in frame.

Peter gave his prototype one last examination. It was an ugly thing, set up like a slim box with lots of wires and metal bits out in the open for all to see. A press of a button on the remote he was holding made the nozzle give a few test spins, showing everything was working alright. Behind the nozzle was an air-tight chamber where blasts of compressed gas would shoot the adhesive from its removable capsule and toward the nozzle. From there the adhesive would, in theory, fly through the air and land on a target board that had been set up five feet away from the nozzle. Peter let out another nervous breath before stepping back from the device. It was time.

"Adhesive launcher prototype mark two," he said clearly for the camera. "Launching adhesive at target five feet from exit point. Commencing test fire in three… two… one…"

Peter pressed the big button on his remote.

THWIP!

Peter really couldn't believe his eyes. There, sticking out from the nozzle of the launcher, was a long thin cord of woven adhesive. He walked up to it and ran his finger across the cord before plucking it like a harp string, causing it to let out a satisfying littlethrum. His face lit up with an impossibly huge smile.

"It works!" he cheered, throwing his hands up in the air. "It really works!"

"Ahh," Tony said, shaking his head at Peter's display. His smile had just the slightest tinge of mockery to it. "Baby's first gadget. It's a beautiful sight, indeed."

Peter was too excited to even register the 'baby' comment. His mind was already going into overdrive with how the design could be utilized and improved. As he stared at the corded line of adhesive his prototype had launched, it suddenly struck him that 'adhesive' didn't really fit what this was now.

To Peter's eyes, it looked more like a spider's web.

4/18 - 267

4/20 - 360

The Burbs

Present

Peter did another check on his new web-shooters. Like the prototype launcher before them they were boxy and ugly but they still did their job properly. Plus, he already had a bunch of new ideas to make the next model more streamlined and aesthetic. For the moment, though, these would be more than sufficient.

It seemed like Peter had everything he needed to succeed in the Entrance Exam next week. His powers were trained, his shooters worked wonderfully, and he knew the subjects of the written test like the back of his hand. If he thought about it, there was only one more significant obstacle to overcome.

The last test.

Peter pulled a small notepad and a pen out of his pocket before flipping through the notepad to a specific page. It featured a series of dates, with the first being only a few days after he first discovered his powers and the latest being just three days ago. Each date had an increasing number written right next to it.

Peter took one more look around The Burbs before making an entry for today.

5/11 - 982 (+ 10 for signal tower)

He underlined this line twice and put the notepad back in his pocket. He took a few deep breaths before nodding to himself and jumping down from the top of the signal tower. Peter walked to the edge of the building and looked down at the streets below. The cars and people below looked like toys or insects from this high up. For a moment Peter feared the vertigo would overwhelm him yet again. The ground below even looked to be moving further and further away. He closed his eyes and let out a long, calming breath.

He was ready.

Over the last few months, Peter had been working to overcome his fear of heights. His equipment and new Quirk were perfectly suited for moving at great speeds high above the city streets and there was no room in that equation for a mild case of acrophobia. It only made sense to begin putting himself in situations where he could overcome his fear. He had started small, just by climbing to the top of his house, but he knew he had to keep going higher and higher if he wanted to get anywhere. He had started going to the downtown areas of the Burbs and scaling the buildings, always trying to go higher than he had before. After a few close calls with people almost seeing him, he had started climbing at twilight, when the setting sun made it harder to focus on any human-shaped blobs crawling up the sides of buildings.

This climb was the last one, however. Skymark Tower. The tallest building in the Burbs. He was as high as he could possibly get while staying in the borough. Now, he just needed to take that final step. As the sun dipped below the horizon and the sky darkened, Peter shook his hands out and bounced on the balls of his feet.

"Well, no time like the present," Peter said to himself, cracking his neck a bit. After taking one more breath and a few steps back, he dashed forward and leapt out into open space.

For a second, time seemed to slow and the world went silent.

Peter took it all in. The last rays of sun glistening off of the polished glass of windows. The lights from cars, billboards, and phones below glittering like a thousand stage lights. The feeling of suspended animation that accompanied this blissful moment of freedom.

For a brief moment, Peter didn't feel like he was plummeting to the ground.

He was rising.

Then reality set in and Peter began to fall. His body was buffeted by the wind as he fell faster and faster. His ears were filled with wind and his eyes began to water. A scream of terror tried to leap from his throat as the ground came closer and closer every second.

Then Peter twisted in midair and extended his arm toward a nearby building. His middle and ring fingers found the pressure switch in the palm of his hand before clicking it.

THWIP!

The strand of webbing arced through the air before snagging on the stone face of the building and his fingers wrapped around the opposite end of the line. An instant later the web line jerked taut and he was swinging above the streets. He was on a collision course with the window of an office building before he used his other hand to fire a second web line and yank himself in a different direction.

He didn't know if it was his increasing skill with web-swinging or just the sheer rush of jumping off the edge of a skyscraper, but he felt more exhilarated now than any other time he had tried swinging. He had a grin on his face when he reached the highest point of his latest swinging arc and released the web line to perform a backflip before flicking his hand out to fire another web line.

He didn't even feel bad about the loud "WOO-HOOOOOOO!" he let out.

"Nice moves there, sugah."

Peter yelped at the sudden voice that had come from right next to him and managed to miss the target of his next web line. The web failed to connect with anything and Peter found himself falling toward the streets below, gravity once again exerting its tyrannical will over him. He had only fallen a few feet before a firm grip wrapped around his ankle and left him hanging upside down. He hung there helpless for a moment before craning his neck up. Peter's eyes went wide when he got a full view of his rescuer.

Her green suit was skintight, showing off an impressive collection of muscles. She wore a brown leather jacket over that, giving a rebellious edge to the ensemble. The look was completed by her long brown hair with a startling streak of white in it. Even if he hadn't recognized that, there were only a few heroes who could hover unaided in the air while holding another person up with one hand. And then there was the accent.

"Wat' kinda cat burglar are you to go swinging aroun' and shoutin' at the top 'a your lungs, boy?" she asked him, giving him the stink eye.

Rogue, the Number Seven Hero! Oh man, I'm so dead!

"Please! This is a mistake!" Peter cried out, waving his hands frantically. "I'm not a thief! I swear! I'm just a student!" Her brow quirked as soon as she stared hard at him. "Also, I know you must get this a lot, but I'm a big fan."

"What are you? Thirteen?" she asked

"…I'm almost sixteen," Peter murmured.

Rogue shrugged, turned herself in midair, and flew toward the roof of a nearby building. She set herself down gently and released her grip on Peter, who caught himself in a handstand before springing to his feet. She gave him a severe look and crossed her arms, drawing attention to the fact that she had a shopping bag dangling from her other hand.

"Mind tellin' me what in the sam hill you're doin' up here? And try to keep it snappy. I've got ice cream."

"Well…" said Peter, scratching the back of his head guiltily. "I'm up here training, actually."

"Trainin'? For what?"

"Well, I'm trying to get into SLA this year and the Entrance Exam is next week."

"SLA?" Rogue said with a smile on her face. "Well, shoot. My ol' alma mater. You seen the campus yet?"

"Only on the website. I haven't had the time to go and visit the campus yet."

"Oh hon, if you make it in, you're gonna love it," she said with a laugh. "Some of the best years of my life were at that place. I remember this one time when…" That was when Rogue trailed off and seemed to remember what she was supposed to be doing. "Anyway, why are you swingin' around the city so late? How are you even doin' that? Are those ropes your Quirk?"

"Actually, no. I made these," Peter said and pushed the sleeve of his jacket up to show the web-shooter. "It's a prototype, but it lets me shoot out cords of this webbing. I don't have any problem swinging because my Quirk makes me really strong and sticky. I'll be using it a lot as a hero and I wanted to get some practice before the exam."

"Neat," Rogue said, leaning closer to get a better look at his web-shooters. She leaned back and tapped her chin in thought before her face fell and she sighed. "You do understand that you're breakin' a whole mess a' rules by swingin' around up here like a madman, right?"

Peter winced. "Yeah, but I couldn't find any legal ways to practice. I didn't want to just show up at the exam with no idea what I was doing." Pete started rubbing his arm nervously. He knew that he was in trouble now, but he just hoped that the consequences weren't too dire. To his surprise, Rogue seemed like she was going through an internal struggle before sighing and massaging her temple.

"Ah, hell," she muttered before focusing on Peter. "What's your name?"

"Peter, ma'am," he said, automatically extending a hand. "Peter Parker."

"Well, Peter Parker," Rogue said with a small smile as she extended her gloved hand to shake his, "you seem like a good kid so I'm gonna let you off with a warnin' this time." Peter's eyes widened in surprise before her face turned serious and leveled a firm finger at him. "But you gotta keep your feet on the ground from now on, okay? I don't wanna catch you swingin' around and scarin' folk half to death 'til you get your license. Clear?"

"Yes, ma'am," Peter said, nodding his head vigorously.

Rogue seemed to suddenly gain a sparkle in her eye. "And, if you're serious about trainin', youdefinitelyshouldn't check out that old sugar refinery on Fifth and Fredrickson. The one that's been abandoned for years. Youfor sureshouldn't go anywhere near that place."

Peter's jaw dropped as he stared at the pro-hero.

Rogue just gave him a grin and a wink as she lifted off from the rooftop. "Now, I'm thinking you have your own way to get down, right?" Peter had enough sense to nod dumbly. "Good. I gotta get home to a hot bowl of jambalaya and the hotter hubbie who's makin' it. Hope to see you again soon, Peter. I'm rootin' for you." With that, she zoomed off and was soon lost from sight.

Peter blinked a few times, still in awe at the conversation he had just had. Eventually, Peter stopped gawking and shook himself back to the present. The sun had completely set while he and Rogue were talking and the sky was getting darker by the second. He immediately ran to the side of the building to begin his descent.

Next week was the Entrance Exam. Seeing another hero made him realize he was far from finished with his training. Peter realized that this was just the beginning.

Chapter 9: Entering the Exam

Chapter Text

SLA Primary Campus, Salem North

Deep breath in … Let it out…

Deep breath in … Let it out…

Jean tried to release the tension in her shoulders - she really did - but her body just kept seizing up. Her heart rate sped up and her fingers began nervously tapping against the ceramic counter top. She knew time was ticking down, but she couldn't bring herself to move from this spot. Not until she could get things under control. She closed her eyes and counted to ten before looking once again at her reflection.

"You can do this, Jean."

She stood at the polished marble sinks in the girl's bathroom in the SLA mansion. She had been standing there for a while, trying to convince herself that this day wasn't about to end in disaster.

"You're gonna be okay," she said to herself. She stared hard at the mirror, looking deeply into her own eyes and urging herself to see the truth in those words. "You've been training hard for this for months. You've already done the written test, so now you just have the practical. You've gotten much stronger, so you'll be fine." She extended a finger and dramatically pointed at her reflection. "No nosebleeds. No headaches. No getting left behind. Got it?"

For a few moments, there was silence in the bathroom as Jean tried to let herself absorb those words. Then Jean jumped and had a mini heart attack when she heard the sound of a bathroom stall lock sliding open. A bathroom stall on the other end of room, one that Jean swore she had checked, opened to show another girl standing there awkwardly. The girl was dressed in a graphic t-shirt for some cartoon Jean had never seen before and she had a pin-emblazoned backpack slung over her shoulder. Her dark brown hair fell past her shoulders and she had bright hazel eyes that were looking askance from Jean.

"Heyyy…" the girl said hesitantly, scratching the back of her head.

"Uh…hi," Jean said, finding her hands fidgeting even more than they had before.

Hello, Grim Reaper? It 's me. Feel free to drop by whenever you're ready.

"Sooo… I didn't mean to overhear you and all, but…" The girl took a breath before looking fully at Jean. "Are you okay?"

Jean cleared her throat, still fidgeting with her hands. "I'm… I'm just nervous about today."

The girl nodded in understanding. "I know what you mean. The written test was okay. I'm pretty sure I got at least an A-minus. B-plus, minimum. But man, I'm really nervous about this practical and coming here to study is my dream." The girl became much more animated. "Can you believe that some of the greatest heroes in the world studied at this academy? Psylocke. Rogue. She-Hulk! Oh my gosh, I'm so excited but so scared at the same time!"

For a second, Jean wasn't really sure what to do. She had been confused enough at this girl just randomly deciding to interact with her, but that stream of words had been an even bigger surprise.

Then the girl seemed to realize how weird she was being because she froze and cleared her throat before scratching the back of her head in embarrassment.

"Sorry about that. I tend to geek out a bit when I think about heroes. Let me start over." She held her hand out toward Jean. Then, before her eyes, the girl's arm extended, stretching up and around in a loop-de-loop before stopping in front of Jean. "I'm Kamala. Nice to meet you."

"Nice to meet you too," said Jean, taking her hand and shaking. "I'm Jean."

"Hi Jean," said Kamala, smiling again as she retracted her arm. "I'm sure we'll both do fine on the practical, whatever it is." She gave Jean a look and some of her excitement returned. "I don't suppose you know what it is, though, do you?"

Jean shook her head. "It's a bit different every year. I remember last year was races through an obstacle course and the year before that was more like king of the hill. Who knows what it'll be this year?"

Kamala started to nod before she suddenly froze and looked at Jean.

"Wait, I was just trying to break the ice. How do you know all that? I spent weeks researching online and I could only find vague ideas of the practical exam."

"I…" Jean said hesitantly. "I actually live here."

"Seriously?!" Kamala said, eyes bugging out of her skull. "Here at the academy?! That's so cool!"

"Yeah. I've lived here since I was about… six, I think? Me and a few other kids live here. The Professor is our guardian."

"Awesome," Kamala said with a grin. Then she blinked in realization "Wait. Do you mean you're one of those orphans that-" She suddenly stopped herself, aware that she must have overstepped a line. "Oh jeez, I'm so sorry. I shouldn't have said-"

"It's okay, Kamala," Jean said, trying to put a comforting smile on her face. "Don't… don't worry about it. It's fine." Silence fell over them and Jean could practically feel the awkwardness rising by the second. "We should probably get moving," she said, pushing herself off the counter. If the person who she believed was in charge of the introduction to the practical exam still had the job, then they needed to get to the auditorium. He always liked to start early.

Before Jean got to the bathroom door, it suddenly burst open, making Jean jump back in surprise.

"WegottagetgoingKamalaorwe'llbelatehiJeanbyeJean!"

During that rush of words, a blond and pink blur zoomed into the bathroom, grabbed Kamala, and zoomed back out before Jean could even get a proper look. In an instant, she was suddenly left alone in the bathroom.

That was weird.

She shook herself back to reality and walked out into the hall. Jean was in the East Wing of the mansion and started making her way toward the entrance hall. The other students had been advised to keep to their dorms for the next few days, so the mansion and the surrounding campus were surprisingly empty.

This was the first day of SLA hero entrance exams. Out of over twenty thousand applicants from both nearby areas and foreign countries, only the top twelve hundred had been allowed the opportunity to come compete for the possibility of filling a mere thirty-six open slots in the Hero program. That wasn't counting the spots that were given to recommendation students, bringing the total number of new Hero students to forty. SLA had set up four days of tests, each with three hundred students arriving on campus to put their knowledge and skills on display. Those students were again divided in half where one group started with the practical exam and the other took the written before they both switched over. Jean had been in the latter group and finished the grueling three hour written exam before an hour-long lunch break was called. It was coming close to the end of that break, however, so she made her way out of the mansion and toward the auditorium, a place that was normally used for drama productions and music performances, but served just as well to introduce the practical exam. Scott and the other Wards would be waiting for her there.

She walked out through the open grand doors and followed the paved path toward the auditorium. Scattered across the grounds, she could see other students finishing up their breaks or starting to walk toward the auditorium as well. Some of them looked dirty and exhausted, likely from the practical exam. Seeing the state of them made another tingle of nervousness shoot down her spine. She tried to calm herself and keep her barriers intact, not wanting to confirm any fears about what was awaiting her. Taking a few deep breaths, Jean turned her attentions to the sky above her, taking some comfort in the beautiful summer day and the tweeting birds that fluttered between the trees.

This place is so beautiful, Jean thought to herself. I hope I get to stay here even if…

She forcibly derailed that train of thought. She could pass this test. She would pass this test.

As she tried to get her own spirits up, she was knocked out of her thoughts by a very odd sight. In front of her stood a massive oak tree that had been on this land for over a hundred years. Its branches soared over forty feet into the air and it was incredibly thick around the base. What surprised Jean was the fact that she could see someone sitting high up in the branches of the tree, about twenty feet off the ground. The person was wearing a light jacket, a pair of track pants and a backpack. To Jean's surprise, they also seemed to not be wearing shoes, though it was difficult to tell for sure through all of the other branches.

What are they doing up there? We 're not supposed to climb the trees.

Jean was just starting to open her mouth in order to call to them when the figure suddenly dropped from their perch toward the ground. Her call turned into a cry of alarm as Jean lunged forward, stretching out her hand and calling up her power. As the tree climber was surrounded in red energy that slowed their fall, Jean felt pain slam into her head like a truck. The pain was so strong she was actually driven to her knees, but she kept her hold on the tree climber through sheer force of will. Her Quirk was not strong enough to stop them in midair, but it was enough to slow their fall. The person she had just saved let out a surprised exclamation as their movement slowed to a crawl before they were placed on the ground. Jean could barely see though the intense pressure in her head and the tears that were filling her eyes from the pain. She could already feel the blood leaking from her nostrils.

"Wh-what?" the tree climber said as they spun around, revealing themselves to be a young man with slightly curly brown hair and boyish features. He looked around in confusion before he turned to see Jean on her hands and knees, gasping for breath as blood dripped from her nose. "Oh my gosh, are you okay?" he said, immediately hurrying over and kneeling down beside her. He gasped. "Oh man, you're bleeding! Do you need a nurse?!"

Gritting her teeth against the migraine, Jean clumsily waved his question away before straightening up and pulling a packet of tissues out of her pocket. She almost tore the packet open in her rush to claim one, but she quickly plastered a tissue against her upper lip and wiped away the blood.

"I'm fine. My nose bleeds when I overuse my Quirk," she explained.

Kind of like when I have to stop some idiot from falling out of a tree he shouldn't even be climbing in the first place, she thought.

The boy blinked at her and swallowed.

"I-I'm sorry," he stuttered. "I didn't know we weren't supposed to climb them. I was… I was just trying to avoid someone. And I jumped off because m-my Quirk makes me really strong. I didn't mean to freak you out. I didn't even know you were there. Here, I'll help you up."

Jean stared up at the boy, blinking in confusion. She definitely hadn't said that out loud. Her lips hadn't moved. That means the only way he could have heard her was if…

"Ineedtogo!" she said hurriedly, scrambling to her feet and rushing away. The boy said a few words after her, but Jean wasn't listening. Her thoughts were too focused on what had just happened.

She hadn't spoken. Not aloud, at least. And he couldn't have read her mind unless he had two quirks for some reason. That meant… that meant she must have projected her thoughts right into his mind.

Just like the Professor was able to do.

This means my powers must be growing, thought Jean, feeling more than a little nervous at the thought. She shook her head clear before she descended into memories from before she was in the Professor's care, but a spike of pain in her brain reminded her of her migraine and that quick head movements should be discouraged. After stopping at a drinking fountain to swallow a migraine pill, she continued on her way to the auditorium.

The day so far hadn't been going as well as she had hoped so far. She had already had a nosebleed and a migraine today and she hadn't even started the exam. Despite how poorly this boded for her chances, she tried to get back in a prepared mindset.

Thankfully, Jean's migraine had lessened its pressure and her nose had stopped bleeding by the time she met up with Scott in front of the auditorium. He didn't notice anything amiss when he smiled and put his arm around her shoulders. They walked into the theater side by side and took their seats next to the rest of the Wards. All around them, other prospective SLA students were sitting down as well.

As more and more students filed in, Jean could feel them. She could sense their nervous thoughts skittering against her barriers. She closed her eyes and took a few deep breaths, letting her focus turn inward and strengthening the walls of her mind. She didn't want to have another psychic episode today. She was stressed enough just having her own thoughts in her head. She certainly didn't need to include other peoples'.

When she was surer of her mental security, she opened her eyes to find Scott looking at her with concern. She gave him a smile and squeezed his hand.

"I'm okay," she said. "Just getting ready."

"Are you sure you want to do this, Jean?" Scott asked. "It's probably not too late to change your mind."

Jean tried not to let her thoughts show on her face. That had to be the thirtieth time Scott had said something like that in the past few months. He had made it very clear he was not a fan of her taking the exam, but Jean would not let herself be swayed. How could she call herself a hero student like Scott and the others if she didn't go through the same experience as they had? This was her choice and she was standing by it. It was nice that Scott was worried about her, but this was becoming a bit much.

"I'll be fine," she said encouragingly. "This will be a breeze."

Scott looked like he was about to refute that statement when the lights in the theater dimmed and turned off. All the teens around them went silent in anticipation.

"Ladies and gentlemen, readers of all teen ages…" a recognizable voice said from the speakers. The beam of a spotlight came down from above, illuminating the stage and the person standing upon it. "YOUR INCREDIBLY SEXY MAIN CHARACTER HAS ARRIVED!"

There was no mistaking that red spandex jumpsuit, the small armory on that utility belt, or that incredibly annoying voice. Jean groaned and rubbed at her temples. She had hoped she was wrong, but it seemed that for some strange reason the staff had entrusted Deadpool of all people with introducing the practical exam. He was even wearing a heavily bedazzled pop star headset.

I bet this was Professor Frost's idea, Jean thought. She probably thinks it'll be a laugh.

"Looks like all you whippersnappers are here to become heroes, am I right?!" Deadpool called out to the dumbstruck crowd. "So we're going to put you through a dangerous, death-defying exam to see if you've actually got the cajones for it! Can I get a 'hell yeah'?!"

Nobody spoke. Nobody moved. Nobody even seemed to breathe.

"Sheesh, tough crowd," Deadpool said with a shake of his head. "Okay, kiddies, we need to get things moving along here before the readers get so bored they go back to their Naruto lemon fics, so let's get down to it." As he was lifting a finger dramatically to continue his insane speech, Deadpool's head suddenly snapped to face the right side of the auditorium. There was a sharp shing and he was pointing one of his katanas in the same direction. "I see you trying to vlog this, butt wipe. If you don't turn that phone off right now, I'm gonna use it to give you a colonoscopy, got it?" There was a shuffle of movement as the intimidated student put away his phone. "Good," said Deadpool as he sheathed the katana on his back.

Behind him, a giant projector screen lowered from the ceiling. When it had finished descending, a film reel countdown appeared on it.

"No…" Jean said, shaking her head.

"You're kidding me," said Scott.

"Please tell me they didn't let him make his own slides," Jean heard Jubilee mutter.

"Why would they do this?!" Kevin hissed from further down the aisle.

All of their hopes were dashed when the title card of Deadpool's presentation appeared on the screen. It was a childish drawing of multiple people wearing capes with the title 'IntЯoduksHun 2 PractiNikle X-am!'

Forget Professor Frost. Even she wouldn't allow something like this. This had to be Rocket's idea of a joke.

Deadpool pulled a sheaf of papers out of his pocket and placed a pair of reading glasses over his mask. He cleared his throat before flipping through the papers.

"Now then," Deadpool said after clearing his throat, "blah blah blah, legal stuff legal stuff, you know you're here for the practical exam, blah blah blah, we're not liable for eviscerations or incinerations. Ah, here we go. If you will look on your registration papers, you will find that you have been given a two-digit designation in the box marked 'Practical Group'."

The auditorium was filled with the rustling of papers as all of the students pulled out their registration papers. Jean's were folded up in her pocket, but she didn't pull it out. She already knew she was in group E1.

Sadly, she wasn't in a group with any of the other Wards.

"The letter denotes which of our trap-infested Danger Rooms you will be taking your test in. It goes without saying that the D groups are going to have the most fun, am I right? Hey-yo!" Again, there was silence. "Ah, screw you, that was funny. Anyway, the number means whether you'll be in the upper room or in the dungeon basem*nts."

The slide changed to show a trio of poorly-drawn faces. The first had a baby's pacifier in its mouth, the second had angry eyes, and the third was angry and on fire.

"When you are in the Danger Room, you will have fifteen minutes to defeat, immobilize, or just un-alive a series of enemies that pop up. You'll win an amount of points ranging from one to three, with the more dangerous bad guys being worth more points. You want to get as many points as you can before time runs out, so you better use that good ole' caveman bloodlust, people."

Then the image changed to another poorly drawn face, much bigger than the first three, that had devil horns and an evil smile filled with sharp teeth.

"This here is to represent the Monster, or Zero-Pointer of the test. This is something we teachers like to toss in so we can watch you kids almost die. Don't even try fighting it, because you can't. Make like those pointless humans in a Godzilla movie and just get the hell out of the way, capeesh?"

There were some scattered nods from the prospective students.

"Now, let's see, am I missing something?" said Deadpool, flipping through the papers more. "No. No. Well that's just some boring sh*t. Oh right! I was supposed to tell you that you'll be monitored during the exam and graded appropriately. If you attack your fellow testers, you'll be disqualified. Also…" He focused an angry glare at everyone in the auditorium before he was suddenly holding a shotgun. "If I see any of you little crotch dumplings stealing other people's un-alivings, I'll shoot you myself." He pumped the shotgun with a loud chk-chk. Now everyone was looking at him with fear. An instant later the shotgun was gone. "I'm so happy we had this chance to talk and I hope we get to talk again soon. Good luck, kiddies. Ninja vanish!"

And just like that, Deadpool disappeared in a puff of smoke. As everyone in the auditorium blankly stared at the place where he had been, Jean let herself breathe a sigh of relief.

"That could have gone so much worse," she said.

"Yeah," Scott said with a nod. "Only a few insults and two threats of violence. He actually showed restraint today."

"Maybe Dr. McCoy switched him over to decaf?" suggested Kevin.

"Who knows?" Jean said, standing up and making her way down the aisle. "I'm just glad he didn't bring any C4 this time. I thought Magneto was going to blow a blood vessel after that Fourth of July party."

"Just calm down, Peter. You're gonna be fine. You've been training for this."

Peter sat in the corner of the waiting room of Danger Room E1, frantically wringing his hands together as all the other students around him milled about. The room was pretty large and there were a lot of chairs, so the fifteen students occupying the room had enough room to spread out. A few people were sitting down like Peter. Some were up doing stretches while others seemed to have enough confidence to just stand there and wait for the doors to open.

Peter glanced at the digital clock on the wall over the metal door to the Danger Room. The instructions they had been given were very clear that they were to wait until the door opened for them, but there had been no indication on what time that was going to be. SLA was a widely respected school, so they wouldn't just leave them hanging for a few hours, right?

Unless that was part of the test. Maybe SLA wanted to make students go through a period of waiting around, as if they were on a stakeout, right before throwing them all headfirst into the action? Or maybe they just want the students to think that's what the test was?

Peter stopped that trail of thought before he drove himself nuts. He was nervous enough as it was. Honestly, he felt like the good luck wishes he had gotten this morning from Aunt May, Ned, and the short text message from Mr. Stark had only managed to make him more afraid about this test. He went back to tapping his bare toes against the carpeted floor, his shoes already safely stored in his backpack.

He was suddenly handed a distraction when the back of his neck started tingling. He swallowed and looked up. It only took a second to meet Flash's gaze, filled with fury and focused directly on Peter.

Why did he have to be in the same group as me? Peter despaired. He was nervous enough as it was. He didn't need to add the Flash-induced anxiety layered on top of that.

Peter averted his eyes, trying ignore how much his spider-sense – as Mr. Stark had taken to calling it – was bothering him and how angry Flash was getting. As he tried to look elsewhere in the room, he found his eyes drawn to a head of scarlet red hair. It was a surprise to see that he had also been placed in the same group as that really pretty girl he had run into before the presentation. She was currently rubbing her temples in annoyance, as if she had a headache.

She got hurt because she used her Quirk on me. Should … should I go tell her I'm sorry? No, she probably doesn't want to talk to me. Might upset her again. And even if she isn't, she's probably trying to concentrate. I don't want to distract her. Maybe I can apologize after we're done.

Peter's spider-sense blasted back once again, even more intense than before. He looked back at Flash, who was becoming red in the face. As Peter watched, Flash's expression got darker and angrier. His hand squeezed around the arm of the chair he was stiffly sitting in. Then, when Peter was beginning to wonder if Flash was about to break his own chair, Flash stood up and advanced on Peter, moving like a glacier with an agenda. His hands were balled up into tight fists. The closer Flash got, the worse that Peter's spider-sense rang out in his skull. Peter's head burrowed into his shoulders as if that would do anything to hide him from what was coming. His spider-sense reached a fever pitch when Flash stood over him.

"I thought I warned you about coming here, Parker," snarled Flash. "This school doesn't have time for Quirkless wannabes."

"I-I have a Quirk now, Flash," Peter said, wishing he could make himself smaller. "I-I told you already."

"A few freak accidents don't mean you have a goddamn Quirk, freak!" Flash glared down at him. "Are you trying to f*cking die or something?!"

"I-I just… I just want to get into this school, Eugene. T-there's nothing wrong with-"

"Don't call me that!" said Flash, his hand shooting out to grab Peter's chair right next to his shoulder. "Why can't you just stay in the trash where you belong?!"

Peter wanted to run. He wanted to hide. He wanted to escape. But he couldn't. He couldn't even bring himself to move. His heartbeat sounded like fireworks in his ear and his spider-sense was only screaming at him that he was in danger but couldn't make him act. All of his new strength and speed meant nothing. He couldn't even keep his hands from shaking and he could barely breathe.

In this moment, Peter was entirely helpless.

Then, just as Flash was reaching out to grab Peter by the collar, a large hand wrapped tightly around Flash's wrist.

"I don't know how they do things at your old school, pal, but behavior like that is frowned upon where I come from."

Peter looked up at the new arrival and his eyes almost bugged out of their sockets. Somehow, he had been so freaked out by Flash that he completely failed to notice the other person's approach, and that in of itself was an incredible feat. The young man standing before him was both very tall and very buff. He must have been six and a half feet at least and Peter swore that his arm muscles must be the size of tree trunks. He was dressed in a purple t-shirt and black athletic shorts and had a belt with pouches buckled around his waist. He had the face of an athlete, like a football player or wrestler. The type of guy who had skipped over puberty and went straight to manhood. His blond hair was cut short and he had multiple silver piercings in each ear.

And that wasn't even mentioning the fact that he had green skin.

"You just made a big mistake, asshole!" growled Flash, jerking his hand out of the newcomer's grasp and glaring up at a person that could be considered a smaller Incredible Hulk. For the moment, though, it was as if Flash had forgotten all about Peter. Not that that really made the squeezing sensation in Peter's chest any less debilitating.

"I highly doubt that," said the green boy, crossing his arms.

"You wanna f*cking bet!"

"Guys, guys, guys," said another boy as he walked over to them, his hands extended in a placating fashion. He was dressed in shorts and a tank top with his sandy-blond hair pulled back into a ponytail. "I know that we must all feel a little bit on edge, but our minds must be at peace in preparation for the trials to come. No good can come from allowing our tempers to cloud our judgement."

"I'm about to show you my f*cking temper!" Flash snapped, pivoting targets without skipping a beat. "You want me to snap you like a twig?! I'll f*cking do it!"

"Hey, there's no reason to fly off the handle like that," said a girl with ram horns. "You don't need to be an asshole."

Unsurprisingly, things only got louder from there.

As Flash began shouting in earnest, Peter was surprised when the large green guy bent down and gently placed his hand on Peter's shoulder.

"I think you need to get some air," he said, giving a comforting smile.

Peter didn't resist when the boy took him by the shoulder and escorted him across the room, looping around behind Flash's back to get to the front door. When he was out in the open air, Peter finally felt like he was able to breathe again. He bent over with his hands on his thighs and took a few moments to just breathe in an out. The warm pavement beneath his bare feet also helped ground him, giving him a physical sensation to focus on that wasn't caused by panic.

"In through your nose and out through your mouth. There you go. You're alright," said the other boy. He had removed his hand from Peter's shoulder but he still stood close by, looking ready to hold Peter up if need be. Peter let out another long sigh before he gave his rescuer a thumbs-up.

"Thanks," he said, standing back up straight. "I'm… I'm feeling a bit better now."

"Good. Good." The boy said with a smile. He extended a hand toward Peter. "Forgot to introduce myself. Name's Teddy. Nice to meet you."

Peter took the hand and shook it.

"Hi Teddy. I'm Peter. Peter Parker." When they released their handshake, Peter spoke up again. "I don't mean to pry, but… are you at all related to the Hulk?"

Teddy blinked before he suddenly laughed.

"Yeah, probably should have expected that. I've been asked that all my life," he said with a smile. "Well, let me assure you that I'm not related to the Hulk and I don't have any anger issues." He paused. "Well, at least not any more than your average sixteen-year-old," He shot a look back at the glass door that led into the Danger Room waiting area. "Unlike that guy. What's his problem?"

"Um," said Peter, scratching the back of his head. "Yeah. Sorry about him. He's… been like that since we were kids. We used to be friends but…" Peter sighed. "That was a long time ago." Peter frowned at the ground. It had been a very long time ago. Sometimes Peter thought that Eugene didn't even remember.

"Hey. Uh. What's that?" Teddy asked. Peter glanced up at Teddy and saw that he was looking at Peter's wrist where part of his web shooter could be seen.

"Oh, this?" said Peter, pushing back the sleeve of his jacket to fully show it. He held his arm out toward Teddy so he could get a good view. "It's my support equipment. I call them web shooters. They expel an adhesive compound that solidifies on contact with the air. It'll be good for tying up bad guys and a bunch of other things." Flicking his wrist toward a tree on the side of the paved path, Peter clicked the trigger switch in his palm.

Thwip! A stream of web shot through the air to splatter on the trunk of the tree and stick to the surface of the wood. Teddy let out an impressed whistle.

"Nice." He turned back to Peter and looked at the web shooters again. "They don't seem corporate, though. Who made them?"

"Oh, I did," Peter said rubbing his neck.

"Really?" said Teddy, looking at the web shooter with a new level of interest.

"Yeah," Peter said, feeling himself smile. "It took forever to get them to work though."

"I bet," Teddy said. "I'd never be able build something like that. What even gave you the idea?"

That was all Peter needed. Encouraged by the Teddy's friendly curiosity, Peter began telling him about his father's formula and how he had finally gotten it working. He went into the design of the shooters themselves – making sure to leave out mentions of Mr. Stark, though – and Teddy listened intently while asking a question every now and then.

Before long, Peter had practically forgotten about his panic-inducing encounter with Flash.

The two of them had been chatting for a few minutes when Teddy suddenly lifted his hand to stop Peter in the middle of his brainstorming on increasing the storage capacity of the web shooters.

"Sorry to interrupt you, man, but I think we've got some movement," he said, pointing toward the door. Peter looked and saw through the glass that there was a spinning red light above the door to the Danger Room and people were already standing up to cluster around it. Peter and Teddy nodded to each other before they reentered the waiting room. Everyone in the room stood there watching the heavy metal door as it hissed and slowly slid open, revealing only shadows.

"Attention all participants. Please enter the test chamber to begin the examination."

Even when the door stood open and beckoning to them, the prospective students hesitated. Those that stood close to the door even took half a step back. Nobody wanted to be the first one to enter.

"What the f*ck are you even doing here, you puss*es?!" shouted Flash, shoving a few people aside so he could storm through the door. As soon as he stepped inside, his footsteps changed to tromping on hard wood and he started climbing a set of stairs.

Others in the room were urged to movement themselves, spurred by Flash's actions. Peter and Teddy both stood to follow the procession of students cautiously entering the Danger Room. Peter saw a flash of scarlet as the girl from before ducked inside, but his view of her was swiftly blocked by another girl with butterfly wings. He and Teddy were among the last to enter through the door, where the floor beneath their feet suddenly turned from carpeting to wooden boards. They followed the rest of the students up the stairs, which groaned and squeaked under their weight. Actually, it was if the whole structure was groaning around them.

"Hard to believe this is actually made of holograms," Peter said, running his hand against a wall that really did feel like wood.

"I know. Isn't it crazy?" Teddy said, grinning with excitement. "Imagine the kind of video games you could play with something like this. Probably costs a pretty penny, though."

"I think I read something about that them having some smaller ones in the… in the mansion that students can use for recreation."

"Well, now I know what I'm doing on my first day at school."

Peter turned his eyes upward, where the other students where filing through a wide doorway that emitted hazy, overcast sunlight. He could also hear the sounds of… were those seagulls?

Peter and Teddy both gasped in amazement when they reached the doorway.

One would never believe that they were still standing in a building the size of a gymnasium. As if by magic, all of the students now found themselves standing on the top deck of a huge galleon sailing vessel. Three masts stood tall, all of them holding limp sails with countless ropes and rigging crisscrossing the entire assembly. Peter could even feel the ship gently rocking back and forth, a physical testament to the advanced technology of the Danger Room. Black iron cannons were arrayed along the side of the vessel, each having a small stack of cannonballs waiting next to them as if waiting for an attack. The ship was entirely surrounded by a thick fog, giving an ominous air to the setting.

"Whoa…" said Peter.

"Yeah… whoa…" agreed Teddy.

The students spread out across the decks, most of them peering at the fog and trying to ascertain where the next surprise would come from.

A few students, however, were otherwise occupied.

"Why did it have to be the ocean?" moaned a boy, leaning against the mast as he held his stomach.

"Come on, dude, shut up. I'm trying not to heave over here," said another girl, leaning against the railing and looking like she was already suffering. Peter winced sympathetically.

Suddenly they heard a bell ring out from somewhere off the starboard - or was it port? Peter could never remember which was which - side. All the participants spun to face that direction as, cutting through the gloom and the fog, a second ship appeared. Despite the lack of wind, it had no problems slowly drifting through the sea to pull up alongside them. Black sails hung above the deck, all of them emblazoned with a red skull and crossbones.

"Be ready for combat!" shouted the blond boy with the ponytail, taking a fighting stance as his fist began to glow. The other students around Peter began preparing themselves, calling up their Quirks or just backing up so they had more space to move.

For a moment, there was silence. All they could hear was the ocean quietly lapping at the sides of the ships. Then they could hear the sound of heavy boots tromping across the deck of the other ship. Everyone tensed, ready for a fight to break out at any second. The boot steps came closer and closer, and they could see a dark shape coming through the fog toward them, coming more into focus by the second. When the figure reached the railing of their vessel, they could be clearly seen.

Everyone stared in dumbfounded silence.

"Oh, you've gotta be kidding me…" Peter heard the red-haired girl groan.

"Avast and shiver me timbers, you yellow-bellied liver-eating landlubbers! How do you miserable scallawags like proving yourselves?!"

There before them, dressed in a red waistcoat, a flowing black cape, and a pirate hat with a huge cloud of pink feathers in it, stood Deadpool. His katanas were sheathed at his sides and Peter counted no less than five pistols tucked into his belt. He was also wearing an eye patch - on top of his mask, of course - and he had two stuffed parrots sitting on each shoulder.

In short, he looked absolutely ridiculous.

"Well, kiddies, I think I have just the type of toy for you to play with," he said, reaching into a pocket before pulling out a glass bottle with the word 'Acme' written on the side. With a wink to them all, he uncorked the bottle and poured its contents into the ocean. As soon as that was done, Deadpool saluted them while his boat began pulling away back into the mist. "I'd love to stay and watch, but I'm heading off to find Keira Knightly. She's got a pirate chest I really need to plunder, ha ha! Your fifteen minutes start now!" The mad mercenary hero cackled maniacally as his ship disappeared, leaving them all alone.

Suddenly, the sea roiled beneath the boat, causing the ship to rock side to side. Those who could braced themselves against whatever they could grab, but many were sent tumbling to the deck. Peter, on the other hand, was able to just stick his feet to the deck and ride it out.

"What's going on?" Teddy asked, looking around wildly. Peter didn't have an answer and could only look around in nervous anticipation as the boat stopped rocking.

"What the f*ck are these idiots doing?!" bellowed Flash, starting to look annoyed beyond belief. "Are they actually going to test us or are they just wasting our goddamn time?!"

The boy who had been seasick earlier now had both hands clasped over his mouth and was running for the edge of the boat. He leaned over the edge as if he were about to throw up again before he suddenly yelped in fright and flung himself backward. He scrambled back and pointed with a trembling finger.

"Th-th-th-their c-c-c-c-coming up!" he practically shrieked.

That was when a scaly green hand reached up to grab the railing.

Peter gasped as a group of monstrous pirates heaved themselves onto the deck even as more and more clambered up the side of the ship. Thew were dressed in tattered, waterlogged clothes and they all had scaly skin and burning red eyes. And as soon as they set foot on the ship, they drew swords and charged with a loud battle cry.

Peter gulped and made himself ready for battle.

The Practical Exam had begun.

Chapter 10: Tested on the High Seas

Chapter Text

After over thirty years of being a hero, Tony was honestly surprised he wasn't bored of doing this by now. But every time he wondered that, he realized how ridiculous that sounded.

Clouds flew by as Tony soared through the sky. Far below him, the concrete jungle of the Mainland sprawl had long since given way to the quaint suburbs and wooded green hills. A hard wind blew in from the sea and Tony made a few minuet changes to his thruster position, just overcoming any change to his flight path. The heads-up display of his visor charted his course, giving him the optimal path to arrive at the SLA campus.

This commute is gonna be hell on my power reserves. I wonder if I can make some low-power flight mode. Hmm… Albatross Mode has a nice ring to it. Maybe I could-

A flashing indicator on his HUD informed him he was nearing his destination. The rolling green pastures eventually gave way to the trees and buildings of the SLA campus. His photoreceptors highlighted the different dorms and training buildings as he angled himself toward the sprawling mansion. He'd always thought mansions were a little pointless, honestly. What was the point of living in the lap of luxury when you were miles away from the nearest restaurant? Not mention the fact that there were no neighbors to show off to. Give him an opulent skyscraper penthouse any day.

He slowly decreased altitude to the roof of the mansion, using the repulsors in his hands to control his descent and bring him in for a smooth landing. When his metal boots clanged against the roof, he allowed himself to relax. He twitched his fingers to give a command to the suit, causing the entire front of the armor to open and allow Tony to step out onto the gravel surface. He put a hand to his chest, cradling the twinge of pain around his arc reactor until it passed. Nodding to himself, he straightened his blazer and put on his sunglasses and baseball cap.

Contrary to the earlier days of his hero career, Tony now tries to do things with little pomp and grandeur when out of his suit. He knows how to be sneaky, due mainly to a lifetime of experience in dodging paparazzi and manic ex-lovers. He's no master of disguise, but he's certainly stealth enough to hide his identity from any casual onlookers. Hence, the hat and glasses that completed his flawless disguise as Not Tony Stark.

The door to the staircase down was bolted with an electronic lock, but the encryption only lasted half a second against the hacking algorithm in Tony's glasses. As he descended the stairs, he made a mental note to talk to Xavier about that.

In contrast to its stony exterior, no expense had been spared to make the inside of the mansion warm and comforting, likely to make it an optimal schooling environment. There was occasionally an adult or two, likely teachers or TAs running errands, but there were no signs of students or hopeful students walking through the halls.

The hopefuls were all crammed into a few of the lecture halls he passed through, taking the written exams in absolute silence. He could practically taste the sheer concentrated stress coming from those rooms. Tony navigated the hallways of the manor, only getting turned around twice before he reached the room, he had been looking for on the second floor. He opened the door and entered without knocking.

The room was an oval-shaped observation center with large multi-screen computer consoles arranged all along the room perimeter. Each screen showed multiple angles of the different Danger Rooms currently running the practical exam. Teachers were at each station, watching the examinees in action and taking notes on their performance while sitting in office swivel chairs.

Except for Hank McCoy, of course. The furry blue man was hanging upside down from the ceiling, his toes somehow finding purchase on a metal bar bolted above his station.

"Sorry I'm late, everyone," Tony announced. "Had to stop a chemical fire over on The Isle. How we doing?"

In the center of the room sat Charles Xavier, floating in his hover chair and looking like a commander overseeing his soldiers. Five different holographic windows floated before him, each one showing a different Danger Room scenario. An armchair was arranged at either side of him, but they both sat empty. He turned his head and nodded.

"Hello, Tony," he said. Some of the other teachers glanced over their shoulders and nodded to Tony, but that was the extent of the greeting. "I was worried you were going to miss the excitement entirely."

"It is a bit of a surprise that he showed up at all," said Magneto from his own work station, turning his helmeted head to give Tony only the barest of cold glances. "I'm sure he has more fun things to do with his time, like destruction of personal property or blacking out Empire City again?

"Pleasure to see you as well, Magnet Man," Tony said dryly, tipping his hat. "And I only blacked out the city once, thank you very much."

Magneto just gave a dismissive 'hrrm' before he turned back to his station and wrote down a few more notes. Xavier looked up at Tony and gestured to a chair beside him.

"Why don't you take a seat?" he said. "You could really use it."

Tony shot Xavier a significant look but took the seat all the same, allowing himself to relax and breathe easier. He looked from screen to screen, intrigued by the sheer variety of scenarios on display. He saw kids fighting gladiators in a Roman coliseum, blasting Martians in outer space, and tearing into giant insects in a dense forest of tree-sized grass.

"That's some pretty impressive tech," Tony said, eyeing all the bizarre danger room creations.

"I prefer the way things used to be," muttered Magneto. "No holograms and no strange locations. Things were much simpler then."

"You just liked seeing our students dodge flamethrowers and giant buzz-saws," Xavier said, giving him a sly look.

"So, what if I did?" sniffed Magneto.

Tony lost interest in the conversation and returned to studying all of the screens. His eyes were always on the move from one side of the room to the other, hoping to catch a glimpse of the one kid he was rooting for.

He was surprised when Xavier gave a low chuckle and he looked at the SLA headmaster.

"Looking for anyone in particular, Tony?" Xavier asked.

"I… I suppose so," Tony said. The image of the kid came to his mind, still bearing that excitable puppy-dog smile of his.

"Let me help you with that," Xavier said before pulling out a tablet and pressing a few keys. At his command, a grid of holographic screens appeared in front of Tony, showing a number of teenagers on a large sailing vessel fending off an attack from monstrous pirates. "Your protege should be… ah, right there." He pointed at one of the screens, currently showing Peter Parker land a jump kick in the face of one of the pirates. The Danger Room construct exploded into digital fragments before Peter suddenly ducked under the sword strike of another trying to sneak up on him. He spun, kicking the legs out from under his attacker before punching down at its face, destroying it as well. "I have to say young Peter is doing quite well," Xavier said, stroking his chin.

Tony pulled his eyes away from the kid and glared at the Professor. He had specifically not informed him of Peter's name beforehand.

"If I'm gonna be teaching here, Chuck, then you're gonna need to stop rooting around in my head whenever you please. If you do it again, I'll give you something scarring from my college years."

"Listen to him, Charles," Magneto said, not taking his eyes away from his screens. "The mind of Tony Stark is the last place a man of your caliber should be."

Tony just rolled his eyes as he heard scattered chuckles from the other teachers. His threat had been a bluff. The years of Tony's life between ages seventeen and twenty-two were a bit of a blur, to be honest. Too much partying, too little sense.

"Any chance I can borrow that helmet of yours for a few days, Magnet Man? I need to keep your buddy here out of my brain."

"We'll see if you earn the privilege, Stark," Magneto responded simply.

Tony turned his attention back to the holographic screen, watching Peter fight back against the pirates while doing his best to avoid being skewered on a cutlass. Xavier was right about one thing. Peter was doing pretty well. Tony didn't even know Peter was capable of pulling off a flip like that.

Next to him, Xavier suddenly started chuckling. When Tony followed his gaze, he saw that Xavier was looking at another view of Peter's Danger Room, but he was instead focused on some girl with long red hair. She had three swords floating above her and was throwing them out to stab unaware pirates before pulling them back.

"It seems that Jean has learned more than a few things from you, Erik," said Xavier, taking hold of the screen and sending it flying across the room to Magneto. Tony noticed a few of the other teachers look up curiously when the girl's name was mentioned, but they turned back to their work. Magneto turned to the screen and chuckled quietly.

"Reminds me of what happened in Argentina," he said.

"I thought so too," said Xavier as Magneto passed the screen back to him.

"Her form could use some work, though," said another teacher watching the same exam. Tony recognized him from a few times they had worked together and that wasn't surprising. Kurt Wagner, the pro hero Nightcrawler, was definitely someone that was impossible to forget with his blue fur, pointed tail, and odd number of digits on his hands and feet. His appearance seemed absolutely demonic but his smile was nonetheless happy as he fondly watched that red-haired girl. "I could probably teach her a few things once lessons start. It would be nice to have little Scharlachrot as a fencing partner."

"Slow down, Kurt," said Xavier. "We can bring that up with Jean after we know the results."

As Xavier went back to watching his own protege, Tony turned back to watch Peter. His eyes widened at what he saw, though.

Things had escalated dramatically in the time that he had been distracted.

"Get out of my face, Blackbeard!" Teddy shouted, slamming his fist into another one of the two-pointer pirates. Its battle cry was abruptly cut off as it was sent flying across the deck before shattering into pixels against the main mast. Teddy hissed through gritted teeth as he kept his eyes moving, looking for the next sign of movement toward him.

Things had become chaotic since the pirates first began attacking. No matter how hard the examinees seemed to fight, there was just no end to these enemies. They just kept climbing up onto the deck in an endless wave of monsters. The first wave of pirates had scattered the examinees and pushed Teddy up the stairs toward the stern of the ship, above the door that had brought them to this arena in the first place.

The moment the pirates began their assault was also the moment a new feature had appeared on the ship. The door they had entered from suddenly gained a bright red neon sign hanging above it. The glowing letters spelled out 'WIMPY BABY PUSS OUT EXIT', presumably giving students the option the flee the test. A few examinees had already taken that option.

As for everyone else, that Peter kid was putting his web-shooters to good use. When he wasn't swinging from the mainsails to knock down pirates like bowling pins, he was bouncing around like some attention deficit jumping bean as he punched and kicked any enemy that came close. He was backflipping over swords that were coming right at his blind spots, but nothing could touch him. He had next to nothing in the way of form or skill, but boy that kid could move.

Teddy scowled when he looked past Peter. On the other side of the ship was that really angry kid from earlier, the one who had been harassing Peter. He was still yelling and cursing up a storm as he swung a cannon over his head, using it to swat aside pirate after pirate as if it were a medieval club.

Most other students were managing to hold their own. Above Teddy's head, a girl with butterfly wings and pink hair would swoop down and grab a pirate before dumping them overboard. Another guy was blasting pirates overboard with bursts of water from his hands while next to him a girl with horns grabbed an enemy by the collar and caved in his face with a headbutt.

A guttural snarl brought Teddy back to the present. A one-pointer pirate climbed over the railing and took notice of Teddy before it lunged forward, looking to cut him in two. Teddy just narrowed his eyes and swung his right fist forward to punch the pirate in the face, bursting him immediately. Teddy flexed his arm and the entire limb rippling with increased muscle mass as he looked for his next opponent.

So far, they'd been facing an endless supply of one-pointer and two-pointer pirates. The two types were pretty easy to tell apart, since the one-pointers were dressed in threadbare sailor clothes while the two-pointers wore tricorn hats and longcoats.

But we still haven 't seen a three-pointer yet. I wonder what's going…

A loud thump on the quarterdeck made him stop and spin around, expecting another attack from a normal pirate. Instead, Teddy found himself in the unusual position of having to look up at someone. Or rather, something.

The creature that appeared was massive, a mountain of muscle and mean. Its head looked like that of a hammerhead shark and it had the teeth to match. It had four arms that were decorated with gold bands and each hand held a wicked looking knife. It grinned at him with its mouthful of teeth and snarled.

"I will cut up your meat and serve your heart raw!"

"Okay…" Teddy said, his left hand fumbling at one of the pouches on his belt, "somebody is really having fun when they're programming these things." When he had finally pulled open the velcro patch on the top, Teddy pulled out a square-shaped bar and shoved it in his mouth, chewing as fast as he could while ignoring the awful taste.

"Die!" the three-pointer roared, swinging its two right arms at Teddy. Teddy threw himself back, missing the point of one of the knives by an inch. The monster roared in annoyance and stabbed with one of its left blades. Teddy ducked to the side, allowing the knife to stick itself into the mizzenmast. Teddy jabbed with his larger fist, nailing the three-pointer in the nose and knocking it back a few steps.

All through the altercation, Teddy kept chewing.

The monster finally righted itself and roared at Teddy, its frustration evident, but that was the moment when Teddy swallowed. He smiled as his Quirk took hold of the two-weeks' worth of calcium he had just consumed. The three-pointer charged again, bringing its right arms back to swing at Teddy once again. When both knives struck, however, Teddy just lifted his left arm. There was a loud THUNK as both knives were stopped right in their tracks. The monster blinked and gaped at Teddy's arm, which had suddenly sprouted a large plate of thick bone and stopped the knives in their tracks. The blades had lodged into the bone shield and were stuck fast.

"Not today, ugly," Teddy said with a grin.

Teddy Altman: Quirk — Body Mod

His Quirk enables him to change his body in any way he pleases, creating extra muscle mass on his arms or dense bone protrusions for protection. With focus, he can even morph his limbs into those of animals. However, he can only do this if he understands the full biological structure of what he 's making and he needs extra protein and calcium to do anything that increases his mass. He is also unable to change his color.

The three-pointer got over his surprise a moment later and tried to attack with his remaining knife. Teddy seized the creature's wrist in his right hand, using the already increased muscle mass in that arm to hold the weapon at bay. Before the creature could retaliate, Teddy sacrificed some of the bone on his arm to create a stake-like horn on his forehead.

"You had better be worth the points I'm getting for this," he muttered before he headbutted his opponent. The three-pointer didn't have the chance to react before Teddy's new horn plunged into his skull. An instant later, the creature exploded into pixels. Teddy sighed and let himself relax a bit. The horn on his head crumbled to dust as he rubbed at the spot it had been. "Ow… That took way too long. I need to catch up with-"

He was interrupted when another three-pointer climbed over the railing and drew its weapons.

"What? You want some too?" taunted Teddy as he reached into the pouch on the right side of his belt and popped another square in his mouth. He had come up with the idea a while ago to keep his calcium boosters and protein boosters on opposite sides, and right now he needed a lot of protein. His new opponent wasn't content to wait for him and attacked. Teddy raised his bone shield to block the strike from the three-pointer. As the creature snarled and pushed harder to overpower him, Teddy stood his ground and started making a plan.

That was when, out of nowhere, a cord of burning energy whipped through the air, cracking like a gunshot as it coiled around the three-pointer's throat. The creature choked and pulled at its restraint with one of its free arms, but the crackling lash was unyielding. The three-pointer was yanked away from Teddy, giving him enough room to turn his bone shield into a blade. Before he could attack, though, the cord suddenly burst and destroyed the monster.

Teddy turned to his new ally, "Thank for the ass-" he began, but that was when the whole world seemed to freeze.

The young man before him was a vision of dark beauty. The unholy union of a vampire and a fairy tale prince. Actual raven-black hair in an undercut style. A thin, angular face with cheekbones you could cut yourself on. Heavyset eyebrows arched over dark eyes. A firm mouth that was just begging to be kissed. He was a little over a head shorter than Teddy, making his height perfect for hugging. Teddy thought he glimpsed a very slim build being hidden under the boy's baggy black sweatshirt.

Mister Small, Dark, and Handsome gave Teddy a curious look.

"Uh hello?" he asked. "You okay?"

Doing just fine, Hot Stuff …

Before Teddy could embarrass his new ally by saying such things aloud, the battle cry of a holographic pirate reminded him what the point of the day's activities was supposed to be.

"Ye-yeah, I'm good. Just… just a bit worn out." Teddy gave his new ally a nod.

"Better get your breath back fast," he said, looking over his shoulder. "We've got incoming." True to his word, more pirates were climbing over the side of the ship, their glowing eyes holding nothing but murder.

The heat of battle gave Teddy back some of his brain and he was able to say, "By the way, I'm Teddy. What's your name?" as he reorganized his extra calcium to create a smaller bone blade on each arm.

"It's Billy," his ally answered.

"Nice to meet you, Billy. Ready to rock?"

"Sure?" Luckily, Billy's motions were more confident than his answer. While, Teddy crashed into the pirates and started swinging and jabbing, Billy made a sweeping gesture with his arms, twisting his fingers in different signs as he completed the motion. Then, just like that, two glowing disks appeared in his hands. Each was made of several layers of rings with glowing symbols orbiting around a central point. Billy took a crude fighting stance, holding one disk before him like a shield while co*cking his other arm back.

"I've always wanted to try this," he muttered, cracking a small smile before he snapped his arm forward and hurled his shield. It spun as it flew through the air, but it veered off course and only managed to knock off the hat of a two-pointer pirate before dissolving into sparks.

Billy sighed in dull acceptance before raising his hand again with a different hand sign and a new glowing symbol launched an energy blast, bursting the pirate he had originally been aiming for.

The two of them worked up a rhythm. Teddy in front using all three of those free boxing lessons he had taken in middle school as Billy stayed back, blasting the pirates with whatever Quirk-magic-laser-thing he had going. One of the pirates got around Teddy and attacked Billy, however. Billy blocked its attack with his remaining shield, but he was sent stumbling back against the captain's wheel. Teddy didn't give that lucky pirate the chance to follow up and just picked up the last one-pointer and threw it. The two holograms collided and burst in unison. Billy blinked in surprise before turning to Teddy. He gave a thankful look and suddenly it seemed to Teddy as if the world shined a little brighter.

"sh*t!" shouted a loud voice from the other side of the ship. Teddy blinked in surprise before he caught some movement in the corner of his eye. He saw a dark blur in the air that soon materialized into a dark iron cannon flying through the air.

And it was heading right for Billy.

Teddy didn't even have time to think as he lunged toward the other boy. He made it to him in two steps just as the cannon was beginning the descent of its arc. Teddy wrapped his arms around Billy, already reorganizing his extra bone and cannibalizing as much of his protein as he dared.

In seconds it took for the cannon to rockets towards them, Teddy shrunk his legs and left arm to grow his right arm to twice it's normal size. A large shield of bone appeared on his right forearm.

I 've only got one shot at this. Don't mess up, Teddy!

Teddy didn't have a moment to hesitate before the cannon was within range. His arm swung with all the force he could possibly muster, backhanding the cannon with his bone shield. There was a loud CLONG as the cannon was smacked aside, bouncing against the deck and the railing before falling overboard. Teddy stood frozen in place, his arm still shaking with the vibrations of the impact.

Don't change your expression, he thought. Don't you dare show how much that freaking hurt.

"Wow," said Teddy, somewhat breathlessly. "That was close."

He looked down at Billy, taking a moment to get lost in those dark eyes.

"Y-yeah… it was…"

The two of them seemed to enter another world for a second even as chaos continued around them. Then Billy looked away from him with a dusting of red on his cheeks. "You… you can let me go now."

Teddy blinked before he gave a little nod.

"Right. Sorry." He released Billy and stepped away, scratching his head as he looked askance.

That was way too forward, you big oaf. Focus on the exam and figure out where that cannon came from.

Before more monsters came and the battle continued, Teddy scanned out over the rest of the ship. Everyone seemed to minding their own business except…

Teddy's eyes zeroed in on one person who stood idle at the moment. That super angry kid from before was just standing there in the middle of the deck and his eyes focused squarely on the pair of them.

Teddy's eyes narrowed as he deduced what had happened to put him and Billy in danger. The angry kid's expression immediately soured and he angrily turned his back toward Teddy.

"I knew that guy was an asshole," he muttered.

"I knew that kid was an asshole," Tony muttered, staring at the screen.

"What was that, Tony?" Xavier said, glancing at him curiously.

"Despairing at the caliber of students you're letting into this school, Chuck." After a moment, Tony turned and glared at Charles. "Those two almost got flattened by a cannon. What the hell kind of test are you running here?"

"One that was meant to push our prospective students to their limits," said Xavier, showing no outward reaction other than a tightening in his fingers. "This is the sort of path that will place their lives in danger on a daily basis. We must make sure that their resolve is strong enough to take all that the world can throw at them."

"And what about that kid that practically threw that thing?" Tony asked. "Is he gonna get a frowny face on his review?"

"I keep on recommending we deduct points for mess-ups like that," said Magneto, turning in his chair again, "but ever year someone rejects it." His eyes were focused squarely on Xavier, who sighed and rubbed his brow.

"I keep telling you, Erik, it would be a bad start. These students come to us ready and willing to learn to become heroes. So long as no one gets really hurt, I don't see the benefit of having our students start the year with demerits."

"And I keep telling you that-"

"Could the two of you please knock it off?!" snapped one of the other teachers, a pretty woman with curly brown hair pulled into a ponytail. "We're trying to work. Please bicker on your own time."

Tony blinked, feeling kind of impressed. He thought that all of the teachers at this place would have immediately deferred to Xavier. Tony didn't recognize her, though, and he pondered which hero she was.

"Speaking of time," said McCoy from his ceiling perch, "Kitty makes a good point. We have two minutes left."

"Right you are, Henry," said Xavier, resting his hands against the elbows of his hover chair. "Everyone, prepare for the final stage of the exam."

All around the room, the teachers turned to one corner of their control consoles and flipped open a plastic cover that rested atop a large red button.

"What are you guys? Space command?" Tony asked. Everyone ignored him.

"Activate final obstacles on my mark," said Xavier.

An incredible, anticipating silence followed that statement as everyone seemed to hold their breaths. In the back of Tony's mind, he felt a spark of fear for his young student.

Be careful, kid.

"Mark."

Jean let out a little yelp of panic as she dove to the side, sprawling on the deck but avoiding the slash of a two-pointer pirate that had gotten too close. His glowing eyes glared at her before he stomped forward and prepared to attack again. As he was raising his sword for a stab, that was when Jean retaliated. Before he could blink, he was suddenly skewered by her three swords, all of them glowing with the red energy of Jean's telekinesis. A moment later, the enemy burst, letting Jean have the room she needed to stand up again. she swallowed and called back her swords.

I never expected to end up in one of Kurt's movies, she thought with just a hint of bitterness as she turned to see where the next pirate attack might come from. The pirates were becoming scarcer by now. While many examinees were still fighting their hardest, there were noticeably fewer people now than when they had started.

They must have forfeited, Jean thought sadly. She couldn't let herself think about them for too long, however. This was the Entrance Exam. She needed to be more concerned with herself than other people for now. Especially since the test was almost over and that zero-pointer could appear any-

As if in response to her thoughts, the whole boat violently shifted and shuddered. The movements were so jarring that a few students were knocked to the deck. Even Jean almost lost her footing before she grabbed the railing and steadied herself. The remaining pirates also stopped their attacks and turned as one to stare toward the prow of the ship. They didn't even seem to care when a few of the examinees took the chance to burst some pirates with a few cheap shots.

The roar of battle had jarringly died away to a deafening silence. Jean swallowed, feeling the tension in the air as well as the feelings of trepidation from the other students.

Suddenly, two massive suctioned tentacles exploded from the water to grab hold of either side of the ship. Each was as thick as a minivan and stuck fast to the deck. One of the guys who had been a little seasick at the start let out a high pitched yelp as one of the black tentacles slammed down less than a foot away from him and he scrambled backward on all fours.

That's when pressure began squeezing Jean's head as she could sense the panic of those around her, but she bit the inside of her cheek as she tried to strengthen her mental barriers.

The sea in front of the ship continued to roil violently as a huge dark shape emerged from the depths. The monster was immense, seeming to blot out the whole horizon as it rose higher above the water. Its glistening skin was as black as night and covered with scratches and barnacles as water ran off its body in sheets and more of its tentacles rose from the water, standing poised and ready to strike. Two blazing red eyes opened as the giant octopus loomed menacingly over them.

From behind her, Jean heard a girl scream like she was in a horror movie. It pierced through Jean's already weaken barriers and was the final drop in the overflooded bucket.

WHAT THE f*ck KIND OF PLACE IS THIS SCHOOL IS THAT A GODDAMN KRAKEN I NEED TO GET OUT OF HERE I DIDN 'T EVEN WANT TO COME HERE DID MR. STARK KNOW THIS WOULD HAPPEN HOW AM I SUPPOSED TO FIGHT THAT THING IT MIGHT IGNORE US IF WE STAY BACK HERE OH GOD OH GOD OH GOD IN OR OUT IN OR OUT OH CHRIST I CAN'T DO THIS RUN I WANNA GO HOME DON'T LET IT GRAB ME DON'T LET IT GRAB ME

A cacophony of panicked, fearful voices rang through Jean's head as more people began outwardly screaming while their minds went into overdrive. The Kraken let out a roar that shook the whole deck as the wandering tentacles came closer and closer to the ship. Jean clutched her head in pain as the deafening thoughts echoed in her brain. Her swords clattered to the deck as she lost her grip on her telekinesis. She cried out as more and more panicked thoughts slammed into her brain.

I DON 'T THINK I HAVE A SPELL BIG ENOUGH FOR THAT OH sh*t IF THE MONSTER'S HERE THE TEST IS ALMOST OVER I DON'T HAVE ENOUGH POINTS I DON'T CARE WHAT THAT RED ASSHOLE SAID I'M TAKING THAT THING DOWN I GUESS IT SHOULDN'T BE TOO HARD WE JUST NEED TO AVOID THE TENTACLES RIGHT OH CHRIST THEY'RE GETTING CLOSER

"No more… please… no more…" Jean begged, her will crumbling away. Every closed mental door was immediately thrown open, every hastily erected barrier shattered in the blink of an eye. She felt like her brain was about to pop. She forgot which way was up as the world spun before her. She stumbled, trying to remember how to get her feet underneath her.

THOSE TENTACLES ARE GETTING CLOSER I GOTTA RUN I NEED TO KEEP BILLY BEHIND ME ENJOY THE GROUND YOU DRIPS OH MY GOD SHE 'S GONNA FALL

The deck heaved once again and Jean lost her balance entirely. Her hip collided with the ship railing before she tumbled over the side of the ship.

For a moment, Jean was in freefall. She had just enough mental clarity to see the water rushing up at her and know she was about to hit the hard metal floor of the Danger Room. She closed her eyes and braced for impact.

Suddenly something slammed into her from the side and a strong arm wrapped around her midsection. She could hear the sound of someone trying to talk to her from a million miles away.

She blinked her eyes rapidly, trying to clear her vision and figure out what was happening, before she was suddenly pulled upward.

I'm… I'm being rescued?

That thought pierced through the chaotic cloud of thoughts in Jean's head, giving her something real and concrete to latch onto. Jean took advantage of the small moment of clarity and squeezed her eyes shut in effort as she closed mental doors. She quickly stacked brick walls in front of them, desperate for some peace and quiet. Finally, the cacophonous noise was reduced to dull murmurs and her brain no longer felt like Paul Bunyan had hacked into her head. The two of them eventually stopped moving and her rescuer gently maneuvered her so she was able to stand.

Jean opened her eyes and finally looked at her rescuer. She blinked in shock to see it was the climbing boy from earlier, his hazel eyes shining with concern. He had discarded his shoes and the two of them were standing on the lowest sail of the main mast.

"Are you okay?" he asked. Jean gave a nod.

"I'm alright now," she said. "Everyone's panic just kind of… overwhelmed me."

Any further conversation was ended when the Kraken gave a ship-rattling roar. Its eyes were fixed squarely on them and three of its tentacles were reaching up toward them, two from the direction of the prow and one curling around the main mast to come from behind them. The boy looked back and forth, nervousness showing on his face.

"It's boxing us in," he said. "Those tentacles can move way faster than they should. If we try to get past it, it'll grab us."

"Any ideas?" Jean asked. She was out of things she could throw and the Kraken hologram didn't even have a mind she could try to mess with. The climbing boy looked all around before tilting his head toward the crow's nest.

"I think we should head up," he said. "If we climb fast enough, we can slingshot from the flag pole and get over the tentacle before it can grab us. Time has to be running out soon." He looked at her a little hesitantly. "Is it alright if I carry you to the top? I don't want to leave you here."

"Y-yeah," Jean said with a nod. "Lets get moving."

The climbing boy gave a nod of his own before he turned and crouched to his knee.

"Climb on," he said.

Jean gulped and climbed onto his back wrapping her arms around his neck and grabbing fistfuls of his jacket. The boy raised his hand and used his two middle fingers to press some switch in his palm. With a thwip sound, a short stream of white rope shot from a device under his sleeve. He snatched the length of cord out of the air and whipped it around the two of them before tying the two ends together over his belly.

"S-safety first, right?" he said. Jean couldn't see his expression, but she could definitely hear the nervous smile. The boy stood up and turned his attention upward. "Let's do this."

Then Jean was suddenly airborne. The boy she was riding jumped to the next sail above them and then to the column of the mast itself, his feet and hands seeming to find purchase with zero handholds. He moved at a breathtaking pace, faster and more agile than Jean believed a person could move.

Then the boy threw himself almost five feet up the mast just before a tentacle crashed into the spot they had just been.

How did he know that was coming? I certainly didn 't.

They were nearing the top of the mast, the crow's nest only a few feet above them. The boy propelled himself upward, taking two strides straight up the side of mast, before launching two more ropes at the railing of the crow's nest and heaving with all his might. The sudden speed sent fear through Jean's heart and she buried her face in the boy's shoulder, her fingers tightening around his jacket.

The two of them crested the crow's nest a mere instant before there was a dull CLONG as the boy collided headfirst with the ceiling of the Danger Room.

Jean gasped at the sudden deceleration as the boy's limbs went slack. The pair of them seemed to hang in the air for a time, as if gravity were deciding whether or not to have mercy on them. After a moment of consideration, the two of them began to plummet back down toward the deck, falling out of control and headfirst toward oblivion.

"No no no no no!" cried Jean. Fear chilled her body as she and boy both fell toward their doom.

Not like this! I have to stop this! I have to save him!

So, as the seconds before impact continued to count down, Jean closed her eyes and reached inside herself. Deep, deep down. Deeper than she had ever gone before. Feeling like molten metal was coursing through her veins, she seized every last drop of power and pulled it to the surface with one singular purpose.

SAVE HIM!

In a flash of red light, Jean's Quirk exploded.

Chapter 11: The Results Are In...

Chapter Text

The first thing Peter became aware of was the pain. Pain blared at him from everywhere. His lungs refused to work and he struggled to take a breath. Any movement sent a huge spike of pain through his head. He couldn't remember what had hit him or why he was laying down like he was now. Something at the back of his mind, however, told him that he needed to keep moving. Standing still would make him fail.

Fail? Fail what?

It took a few seconds for Peter to remember the practical exam. He was still in it. He still needed to try and get into SLA. That thought made him grit his teeth. He needed to move, not lie down. Lying down meant failing. He tried to push himself up and suddenly everything started spinning, wobbling in and out of focus as he saw double. He didn't even make it to his knees before slumping down again, wheezing for breath. Peter blinked, trying to pull the world back into focus, before the two different images managed to come back together.

"Get the f*ck out of my way, Parker!" Someone's shout made it through the cloud on his senses. A moment later, a blurred shape leapt over Peter's prone body before running straight at the Kraken. Peter stared after them, desperately trying to focus.

"Eu-…Eugene?" Peter whispered incredulously.

Flash Thompson charged toward the front of the ship, jumping over tentacles and pushing past students until he was running along the wooden beam at the front of the ship.

The giant sea monster roared again, making the ship's deck rumble and Peter's head ache even more.

Instead of backing down, Flash let out his own roar of challenge as he jumped from the prow, the strength of his leap carrying him straight at the Kraken's head. When he was close enough, he reared back his fist and punched the creature right between the eyes.

The Kraken's entire head turned into a crater. It's answering roar was cut off with a sound like the loudest wet cough ever. It's many tentacles suddenly jerked before they crashed limply upon the deck. For a moment, the monster stilled, leaving Flash crouched and panting on its face, his fist still embedded inside the monster. Then the Kraken exploded into pixels and Flash fell out of sight. Peter stared, his mouth hanging agape at what he had just seen.

"Holy sh*t…" someone said from somewhere behind him.

Woah.

Peter had known Eugene was strong, but this was something else. He was suddenly thankful that Flash had spent all those years mostly just shoving Peter into lockers.

At least with the kraken gone, the boat was no longer shaking. Peter tried climbing to his hands and knees again. He still could not remember what it was that had put him here. As he moved, he felt another weight moving on his back. He blinked in surprise before looking in his peripheral vision. He was puzzled by the locks of long hair that rested on his shoulder. He didn't have long red hair, did he?

His brain began to catch up and he remembered the pretty red-haired girl, the one he had met earlier and that he had saved from falling over the side of the ship. He probably still needed to check on her, make sure she was okay and didn't hate him anymore.

"Guh… guh…" he heard someone saying. It sounded like it was coming from right next to him. He glanced over toward the girl again, trying to figure out if she was the one making such an odd noise.

That was when he saw the bloodstains on his shoulder.

He stared at them uncomprehendingly for a long moment before he swallowed hard and snapped up straight. His brain screamed at such rough treatment, but he couldn't stop to think about that now. The girl could be hurt.

The girl flopped limply away from him but was still stuck to his back. He remembered the webline he had tied around them, something about 'safety first'. His hands went for the knot, his fingers shaking as he struggled to untie the two ends. Had he really tied it this tight?

"No time," he said to himself before he just grabbed the webline and pulled it in opposite directions. It stretched and resisted, so much so that his arms began to tremble, but the webline eventually tore. With that, his passenger was free. Peter immediately spun, ignoring the pain, and caught the girl before she could fall. He gently lowered her to the ground and rolled her onto her back.

What he saw brought him painfully back to reality.

"Guh… guh…" gurgled the red-haired girl, struggling to breathe through her mouth. Blood practically gushed from her nose and Peter was shocked to see trails of blood dripping from her eyes and even her ears. Her pupils were dilated so wide that he couldn't even see her irises and they were staring forward blankly. Her limbs were shaking, erratically twitching this way and that.

"Oh no! Oh god!" Peter said in a panic, bending over her. The movement made his vision swim, but he fought to focus on her face. He tried to think of something he could do, but no health class or first-aid course could have possible prepared him for this situation.

"Someone call a doctor!" he shouted, looking back at all the examinees who were still on the ship, forgetting that no one had a phone in the exam.

Luckily, just then the buzzer rang out to signal the end of the Entrance Exam. Peter's cries for a doctor were interrupted by a loudBAMF!

"Gah!" cried, Peter, flailing back from the burst of dark smoke that had appeared right in front of him. As the smoke cleared, he saw a demonic looking figure crouching over the girl, looking down at her with glowing yellow eyes. Peter scrambled clumsily to his feet, trying to ready himself to lunge at this new attacker, when Peter suddenly recognized him. He was the pro hero Nightcrawler, a teacher at this academy.

"Scharlachrot, mein Gott,"Nightcrawler said, his voice thick with worry. He looked up at Peter and nodded to him. "Thank you. Wait one moment." He bundled the girl into his arms and there was another burst of smoke before the both of them disappeared. Peter blinked at the empty space for a few seconds, absolutely lost, before there was anotherBAMFheralding Nightcrawler's return. "You're coming with me, too," he said before grabbing Peter by the shoulders.

BAMF!

In the blink of an eye, the galleon had vanished. In its place, Peter found himself kneeling on the linoleum floor of a sterile white room.

Peter blinked for a moment. He wasn't suffering from as much double vision as he had before, but it was still a little difficult to focus. And there was so much happening. Two people were clustered around a raised table where the red-haired girl lay. An aging woman wearing a hijab and a white robe was wiping the girl's face clean while a bearded man with a high collared coat stood at the head of the table, pressing his hands against the top of her head and closing his eyes. From across the room came a woman in scrubs, her hair done into long cornrow braids tied back in a pony tail, dragged an oxygen tank behind her before she pressed the rubber mask over red-hair girl's nose and mouth.

"How is she doing?" asked the second woman in a clipped tone.

"No serious damage," said the man, shaking his head. "I'm healing the hemorrhage points now, but she's not out of the woods yet. There's major overuse on her Quirk and her brain."

"Alright," responded the woman. "Do what you can. I'll measure her oxygen supply."

Peter decided this must be some sort of medical area. It was a large square shaped room with numerous beds arranged the wall with screens around them. An offshoot doorway let into a similar looking room and a slightly ajar closet door showed an array of medical equipment ready for use

By this point the woman with the hijab had taken notice of him and Nightcrawler and hurried over as fast as she was able.

"What's wrong here, Kurt?" she asked, bending closer to get a look at Peter.

"Concussion. A bad one," Nightcrawler responded. "He hit the ceiling at high speed. Can you take care of him? I need to get back to the Professor."

The woman nodded, prompting Nightcrawler to disappear with one lastBAMF.

"Always rushing about, that one," she said with a shake of her head. She extended her hands to Peter and smiled. "Come along, dear. Let me get a look at you."

After a moment of hesitation, Peter took her hands and stood. She scrutinized his face for a moment before pulling a penlight from her pocket. She shone it in each of his eyes for a moment before tutting to herself.

"Yup, that's a concussion alright." She lifted her hand to cover one of his eyes and held up a finger. "Follow my finger. What's your name?"

"Um… Peter. Peter Parker," he responded, following her movement. She nodded and covered his other eye before repeating the action.

"Where do you live, Peter?"

"I live in The Burbs. With my Aunt May."

After that, she pulled him over to a chair against the wall and continued testing him, checking his concentration and memory. Thankfully, he was able to answer all the questions she asked him.

All through it, Peter kept finding his eyes drawn back to the red-haired girl, who had been moved to a bed against the wall and now seemed to be sleeping peacefully. The two doctors who were working on her had backed off but were still coming to check on her occasionally. That was good because other teens were starting to trickle in, each sporting some kind of injury.

"Alright, looks like no damage to the brain that I can tell," his doctor said, giving Peter a smile. "We should have you out soon." She turned over her shoulder. "Josh! Where are you?"

"Coming, Dr. Hussain!"

Into the room ran a boy a few years older than Peter with gold skin.Actualmetallic reflective gold skin. He was wearing a pair of light green scrubs and had a stethoscope around his neck.

"What can I do?" he said with a smile.

"This boy has a concussion," Dr. Hussain said, indicating Peter, "but I can't find any signs of cognitive damage. Go ahead and take care of him. I have to see to some of the other incoming patients."

"Yes ma'am," Josh said with a nod. As Dr. Hussain moved on, Josh stepped up and looked down toward Peter. "Hiya bud, my name is Josh. I'm a student assistant here and Dr. Hussain is my mentor. I'd like to use my quirk to heal you, but I need your permission first. So uh… do I?"

"Do you, what?" Peter asked.

"Do I have permission to heal you?"

"Oh, sure. Yeah," Peter said. It would be nice to stop feeling like a complete idiot.

Josh nodded and placed a hand on top of Peter's head. An instant later, it was like the whole world suddenly snapped into focus. It was so sudden that Peter gasped in surprise. At the same time, he felt incredibly tired. Maybe the day was finally catching up with him?

"Alright, that should take care of any pain you might have," Josh said, lowering his arm. "However, my Quirk uses your own energy to speed your healing, so you're gonna feel a little drained." He paused a moment and winced. "Crap, I probably should have mentioned that to you first. Sorry." He reached into his pocket and pulled out a container before shaking out some gummy snacks into Peter's hand. "Take these for a little burst of energy, but make sure you eat a big dinner tonight. Other than that, you're good to go. Hope you did well on the exam." Josh flashed Peter a peace sign. "Take it easy while you can," he said before turning and walking off to see to some of the other students.

Peter waved to the other boy's back and ate the gummies. They really did make him feel better. After he finished them, he stood up. Just as he was about to leave the door into the medical room was abruptly shoved open, by Peter's mentor. Despite his hat and glasses, Mr. Stark was immediately recognizable to Peter.

"Kid!" Tony said as he hurriedly crossed the room, skipping around one of the other doctors and one of the new patients. "Kid, you okay?" he asked when he made it to Peter's side.

"I-I'm okay, Mr. St-"

"Good," Tony interrupted before Peter could finish his sentence, giving a side eye to the examinees still trickling into the hospital room. Peter immediately recognized his thinking and mentally kicked himself for almost blurting out who Tony was. Tony turned back to Peter and let out a relieved breath before giving him a slap on the shoulder. "Good, good, good. That's one less thing for your aunt to kill me over." Tony sighed and scratched the back of his head. "Kid, this is the second time I've had to come find you in the hospital. I don't want this to become a habit, alright?"

"I'll… I'll try," Peter said.

"You better," Tony said with a nod before he hesitated. "But I think that this time, it's… it's probably best that we don't mention this to your aunt. Y'know, just keep this on the down low, since you're not hurt anymore. Have they set you free yet?"

"Oh, yeah," Peter said with a nod. "I can go."

"Cool. Let's go grab your stuff and head back home. I'll get you some celebratory cheeseburgers on the way." Tony gave Peter another pat on the shoulder before walking off, leaving his mentee to follow.

As he left with Tony, Peter saw that two older men were now on either side of the red-haired girl's bed, both of whom were looking at her with a mixture of worry and relief. They were immediately recognizable as Charles Xavier, the headmaster of SLA, and the pro hero Magneto. Peter was particularly amazed to see the later of the two. Magneto had been moving back and forth among the Pro Hero Top Ten for decades before he abruptly retired from active duty the previous year. Peter felt the overwhelming desire to go say something to them, but Tony grabbed him by the scruff of his jacket and hurried him from the room before Peter even had a chance.

As they both walked out of the medical room, Peter felt a great weariness weigh down on him. It had been a very long day, he decided, and he really wanted to go home.

Two Weeks Later

"So, however redundant it may be to say, Jean," said the Professor's holographic image,"welcome to the Stan Lee Academy of Heroic Studies."

The disk-shaped projector shut off and Jean's room was darkened yet again. She stared at spot in the air where the Professor's image had been. She was still scarcely able to believe what she had just listened to. Her lips were stuck in a wide, disbelieving smile as tears trailed down her cheeks. She pinched her arm and was so happy to feel the sting.

She had done it. She had passed the test. She was now a true SLA student.

"YES!" she cried, leaping from her bed and dancing in the middle of her room. She had so much energy right now she didn't even know what to do with it. She felt like she could ride her bike to the city and back without breaking a sweat.

When her impromptu dance number ended, she turned back around to sit on her bed. The envelope that had held the hologram disk had also come with another piece of paper that turned out to be her official letter of acceptance.Thatwas something she was going to frame the first chance she got. The disk had a slot with a small flash drive in the side of it, and according to the letter that drive held all the other forms she would need to fill out and return, like uniform orders, costume request forms, and a list of requirements for moving into her new dorm room. Obviously, that wouldn't be too different from her current dorm life, but still!

Jean sat up and turned in place, looking at all the parts of this room she had lived in for nearly ten years. She'd be moving into her class dorm building when fall came. It would be a big new start for her and the other Wards.

That thought made Jean pause to think. If she had her results, then that meant the others probably had their results too. She had no doubts that Scott and the others would make the cut to be heroes, but she still wanted to make sure. She grabbed her letter of acceptance and left her room at a run, taking the grand stairs two at a time when she reached the main hall.

The other Wards were already gathered when Jean burst into their favorite study. They turned as one to look at her as she stood panting in the doorway. Scott stood up from his chair and watched her with trepidation.

"Did… did you get your results, Jean?" he asked.

Jean just gave a breathless smile before holding up her acceptance letter.

"Yes!" Scott cheered. He ran up to Jean and hugged her tight and spinning her around. "Thank God! I knew you could do it!"

"Thanks Scott!" Jean laughed as she hugged Scott back, entirely missing the look that Jubilee and Kevin shared. When Scott put her down, he gave her a kiss on the cheek before the two of them sat at the table, Jean trying not to blush.

"We all made it," Scott said with a smile. "We're all going to be heroes."

"Congrats on the top spot, Slim," Kevin said, leaning back in his chair. "I'm sure that's gonna get you lots of bright shiny internships."

"We all did our best, Kevin," said Jean, smiling at the other boy. "That's all anyone can ask for."

"Hnh," Piotr said with an almost imperceptible nod.

"Yeah, we kicked ass out there," said Jubilee, lacing her fingers over her head and slowly stretching, revealing more of her midriff from beneath her crop top. "But now we gotta just keep on kicking more ass," Jubilee said when she finished stretching. "We gotta make sure Class B knows who's on top, right?"

All the boys, even Piotr, nodded in agreement.

Jean blinked. "Wait… did you say Class B?" she asked hesitantly.

"Yeah," said Jubilee, looking at her flatly. "What about it?"

Jean blinked again and looked at her letter. Surely, there had to be some kind of mistake. If everyone was in Class B then she must have read it wrong, right? But no, it was still there. What had before been a joyful promise now seemed to mock her. She suddenly felt like she might be ill.

"Jean?" said Scott. "Are you okay?"

Jean looked up at him, feeling confused and lost. "I'm… I'm in Class A."

There was a beat of silence all around the table.

"What?!" snapped Scott, yanking the letter out of Jean's hand to read it for himself. Jean flexed her empty fingers before clasping them in her lap, not sure what to do.

"Well…" said Kevin, tapping his gloved fingers against the table, "that's unexpected."

"Hmm," hummed Piotr, looking from Jean to the table surface.

"I guess that's just the way it goes," Jubilee said with a shrug. "Don't worry, Jean. I'm sure you'll be fine."

Jean couldn't pull together enough awareness to respond to that before she heard the rasp of crinkling paper. Scott was staring angrily at the letter and crumpling it between his fingers before he suddenly slapped the balled-up letter down so hard that the whole table shook. Everyone watched silently as he glared at the table through his glasses before he stood abruptly and turned away.

"Scott?" Jean asked hesitantly. He didn't respond before storming out of the study and slamming the door behind him.

Peter felt the exhaustion flooding his bones as he trudged up the sidewalk toward his house. It had been a really hard day today and he was so glad it was over. A glance forward showed Aunt May's car parked in the driveway, making Peter smile. Aunt May was home a little early today. Maybe they could watch some TV before dinner. As he walked up the steps to the front door, he idly noticed that the mailbox was full and he eagerly opened it to retrieve the contents. The one on top was a crafts magazine that Aunt May was fond of and Peter glanced over the contents as he unlocked and opened the door.

"I'm home," he said as he came in.

"Welcome home, Peter," Aunt May said. She smiled at him from where she sat at the kitchen table, a huge spread of documents arranged in front of her. "Sorry about the mess. I'm just finishing some paperwork."

"No problem," Peter said, flipping through the mail in his hand as he crossed the living room. "I was thinking that I'd just… just…"

He stopped on the last letter in the stack. It was a cream-colored envelope that was very heavy, feeling like it had something metal inside it. What really grabbed Peter's attention was that it was stamped with the seal of SLA. He silently stared at it for a few more moments before Aunt May walked over to see what had stolen his attention.

"Peter…" Aunt May said. She had an odd expression on her face as looked at the envelope in his hand. "Is that…?"

"Y-yeah…" Peter said with a nod, numbly staring at the line where his name was clearly written. He swallowed before placing the rest of the mail on the kitchen table. "Aunt May," he said after a pause, "I think I'll open this in my room." May nodded in understanding before he turned and slowly climbed the stairs.

As soon as Peter was safely isolated in his room, he reached toward the seal of the envelope with trembling fingers. It took a few tries, but he finally managed to open the envelope. Inside were a shiny metal disk and a folded sheet of office paper. He slid the disk out onto the surface of his bed and no sooner did it land when a light appeared from the top of the disk and projected into the air. The light formed a holographic screen which showed a video of Professor Charles Xavier wearing a beautifully pressed suit. He gave a gentle smile out of the screen towards Peter before he began to speak.

"Greetings, Peter Parker. My name is-"

Suddenly the audio cut out and the image scrambled into static.

"No!" Peter cried. "No no no, come back! Please!" Before Peter's heart could give out from sheer panic, the static stopped and the image changed. Peter stared in confusion. "Mr Stark?" Peter said as he saw an up-close image of Tony, the whole image turning and tilting as he was fussing with a camera. When the camera finally got to the position he wanted, the holographic image of Tony stepped back to sit on a stool. He was in his workshop and was dressed much the same way he had been when Peter had first met him at Stark Tower.

"Hey kid," Tony's image said."Sorry to interrupt your regularly scheduled message, but I figured I should probably do this one myself." He shifted in his seat and crossed his arms."I'll get the big stuff out of the way first. Congrats. You passed."

Peter suddenly felt all the air leave his body. He bent over his bed, trembling as he struggled to breathe.

I … I did it? I did it?!

"But still, I have a few bits of feedback," continued Tony, reclaiming Peter's attention."First of all, the written test." He put his hands on his hips and shook his head."An eighty-nine-point-nine percent, kid? Seriously? You're an embarrassment to child prodigies everywhere. I'm gonna expect to see some A-pluses when you get to SLA. If not, your butt is in detention."

Peter was feeling a strange combo of relief and shame. He had gotten a great score on the written test, which was so hard that most takers failed it, but at the same time he had disappointed Tony. Then the last part of the sentence hit him and he stared curiously at the hologram.

Wait, how is Mr. Stark going to put me in detention?

As if the image could read his thoughts, Tony grinned at him.

"Yup, you're looking at the newest member of the SLA faculty." Tony jerked a thumb toward himself."That way I can make sure you kids aren't slacking off and causing chaos, y'know?"

Once again, Peter's mouth dropped open. His mind was stuck trying to process the thought of Tony being a teacher at SLA. Would he still be able to juggle his hero duties while teaching entire classes of kids?

"And speaking of chaos, let's talk about your performance during the practical," Tony continued."All told, you did very well. Scored yourself a nice twenty-three points. That alone would have gotten you enough to pass, however…" Here Tony sighed and shook your head."That little 'adventure' you had with your new girlfriend scored you some rescue points. Personally, I thought it was more anti-rescue, but the other teachers disagreed, so lucky for you, you earned some bonus points. Overall, you ranked number ten in scores. Just behind some crazy chick with a bow." Tony shook his head again, muttering about what the world was coming to."Anyway, I think you scored some brownie points with Chuck and Magneto, cause that girl was apparently one of their favorites. She's fine, by the way."

Peter let out another sigh of relief. He had thought about the red-haired girl many times over the last two weeks. He really needed to apologize to her the first chance he got.

"She got some extra points for saving you, too. She managed to stop the both of you in the air and set you down all gentle like. She ended up ranked number eight. Probably because she didn't run smack into the ceiling."He gave Peter a long, suffering stare."Trust me, we'll be working on your awareness when the school year starts."

Peter scratched his head in embarrassment.

"Finally,"Tony said, standing up straight, "you'll be relieved to know that your tuition has been paid in full.All four years. Consider it the first and only Stark Industries Apprentice Hero Scholarship." Tony looked straight out of the screen and smiled at Peter. Not a smirk or a grin, but a happy smile. "You made it, kid. You still got a long way to go, but you made it. Welcome to SLA."

The hologram turned back to a scrambled mess before shutting down completely. Peter was left alone, staring at the spot in the air where the image had been. He swallowed around the sudden lump in his throat as tears gathered in the corners of his eyes. He let out a rough breath and wiped his eyes, unable to stop the giant smile on his face. A sound that was half laugh and half sob emerged from his throat.

He had done it.

He was a student of SLA.

He was going to be a hero!

A thick, lonely silence hung over the Wards' study. The others had since departed, citing various engagements and excuses. Jean had been left alone for some time. She still felt numb as she bent over her acceptance letter, trying to smooth out the crumpled lines and creases.

This document was important to her. It showed that she had beaten the odds and made it into SLA. She had done it on her own merits, with her own skills and Quirk. It meant beyond a shadow of a doubt that she deserved to be here. It meant she had won.

But why does it still feel like I lost?

Jean turned the paper again and flattened out another crease. Now the line 'we are pleased to inform you' was once again legible. Jean swallowed as she turned her attention to straightening out another corner.

"Jean?"

"Ah!" she said, nearly jumping out of her seat as she spun around. Somehow, she had been unable to notice Magneto entering the room and coming up behind her. He looked curiously down at her and co*cked his helmeted head a slight degree.

"Are you feeling unwell, Jean?" he asked, his face very serious.

"Oh, um, no. Thank you, Magneto. I'm… I'm okay." Jean cleared her throat and tried to get her composure back. "You just startled me, that's all."

Magneto nodded before he turned to the worn-looking letter on the table. His eyebrows lowered slightly.

"Did you have some form of disagreement with your acceptance letter?" he asked.

"What? No!" she said immediately. "Um, I mean, well… it was an accident."

He gave a slow nod, but Jean had the feeling that he didn't believe her.

"Could you please come with me, Jean?" he said, gesturing toward the door. "Charles needs to have a talk with you."

"Oh. Okay," Jean said with a nod. She carefully folded the acceptance letter and placed it in her pocket before following Magneto. A glance out the window showed Jean it was later in the day than she thought. It must be close to dinner time by now.

The two of them ascended to the third floor and were nearly at the Professor's office when they heard voices coming from the other side of the closed door.

"…just can't believe that you would do something so stupid!" shouted an angry voice that Jean immediately recognized.

"Please try to calm yourself, Scott," came the measured response.

"I amnotgoing to be calm about this! You can spout to parents that 'class placements are chosen at random' but I know better! You purposely put her in a different class!"

"I can assure you that Jean will be perfectly alrig-"

"Stop with the bullsh*t, Professor! Jean told me about what happened at the Entrance Exam! You don't send Kurt to pick someone up when it isn't a goddamn emergency! She's not safe on her own! What she needs is-!"

That was the point when Magneto had evidently grown tired of the conversation and stretched his hand toward the door. The doorknobs moved on their own and the double doors opened, giving only a small, momentary squeak that nevertheless seemed to echo in the hallway.

The Professor noticed them first, his troubled expression clearing as he caught sight of Magneto and Jean, but Jean was focused on Scott. He spun around from where he stood before the Professor's desk. Scott's ruby-covered eyes met briefly with hers before Scott turned to face Magneto, ready to make the magnetic hero the new target for his anger.

"I'm sure," said Magneto, cutting Scott off just as he was opening his mouth, "that whatever you're about to say is entirely fascinating and important, Scott, but I'm going to have to ask you to take your leave. Charles needs to have a meeting with Jean."

Scott actually stumbled a step back, despite having been standing still. He blinked at Magneto with his mouth hanging slightly open.

"He… he does?" Scott asked.

"I do?" the Professor asked, arching a single quizzical eyebrow. Jean saw Magneto's steely gaze narrow at the Professor before he spoke again.

"Yes, youdo, Charles." Magneto put extra emphasis on that statement.

Scott let out a breath and visibly relaxed.

"Oh, okay," he said, smiling to Magneto. "Good to know you're fixing this, Magneto." Magneto only gave him a silent stare. "Okay, I'll leave you to it. See you at dinner, Jean." Scott left the room, pausing only to give Jean a smile and give her fingers a squeeze before departing.

Magneto watched him go and flicked his hand, slamming the doors shut as soon as Scott was clear. "Take a seat, Jean," Magneto said, waving her toward one of the chairs in front of the Professor's desk.

Jean gulped and sat down. Something about Magneto was… different. He had an intense air about him, as if the sheer weight of his presence compelled her to silence.

"I'm not sure what you intend for me to tell her, Erik," said Xavier, his curious eyes darting back and forth between them. The statement only served to make Magneto openly glare at him.

"You knowexactlywhat I intend for you to talk to her about, Charles."

Jean blinked in confusion at that while Xavier's face seemed to pale.

"No." he said shortly, shaking his head. "No, she's too young. Now is not the time." The Professor's hoverchair turned and floated toward the door to his chambers. It had only made it a few feet before the chair came to a jolting, shuddering halt. Then, as the chair gave a whine of protest, it slowly reversed back toward the desk. All the way, it shook in the air. Xavier turned over his shoulder and fixed Magneto with a long stare. "Let go of me, Erik," he said coldly.

"Absolutely not, Charles," rumbled Magneto, his glare fearsome. Jean had only seen that angry expression a scant few times before. His hand stayed pointed toward Xavier. "You've stalled on this for long enough."

Xavier's hands were latched onto the armrests of his chair, his grip so tight his knuckles had turned a bloodless white. He and Magneto stared each other down before Magneto suddenly sighed and removed the helmet from his head. Just like that, a mental wave seemed to crash atop Jean.

)You promised, Charles.(

Jean trembled as Magneto's voice rang inside her head. Out of the corner of her eyes, she could see the Professor close his eyes and wince from the intensity of the message. Magneto was thinking so strongly in Xavier's direction that Jean had become an accidental eavesdropper. Xavier opened his eyes again and stared at Magneto, his attention squarely focused. There was a pause as Xavier sent his own message to Magneto.

)No, Charles. This isn't all about you anymore. This is about Jean. When she came to us, weboth made a promise that we would take care of her. That we would look out for her.(

Jean felt like more of an intruder with every second she sat there. She had no desire to see this sort of argument.

"Should… should I go?" she asked hesitantly.

"Stay where you are, Jean." Magneto's voice sounded like gravel as he fixed his gaze on her. Jean gulped and stayed in her seat. Magneto's face softened and he looked pleadingly back to Xavier.

)Please talk to her. Be the man I know you are.(

The Professor closed his eyes as he responded, his hands clasping in his lap. Jean was shocked. The Professor almost looked…nervous?

"Since when has that ever stopped us?" Magneto spoke aloud. He gave a small smile that left a twinkle in his eye. This was a smile that Jean had seen before, but it was only ever reserved for Xavier.

After a few moments pause the Professor gave Magneto a weak smile in return. "Never." The word almost seemed to be pulled out his mouth.

"That's what I thought." Magneto nodded towards Jean as he replaced his helmet. "I'll see you later then." His cape swished as he turned and walked out of the office, using his Quirk to open the doors dramatically. "I'll lock the doors for you two. You can come out when you're done." Before either Jean or Xavier could protest, the doors slammed shut and locked themselves with a decisiveshunk. The two of them were left sitting there in silence before Xavier sighed and massaged his temples.

"Damn it all, Erik…" he muttered. He gave another sigh before he turned to see Jean. He clasped his hands on the desk and leaned forward in his chair. "Jean," he said, "there's something we have to talk about."

Chapter 12: A Good Third Impression

Chapter Text

Midtown Middle School, The Burbs

"I totally thought that freeze gun was going to blow up in my hands, Pete," said Ned. The boy had put down his cafeteria hamburger and was looking intensely at his two hands, almost like having such a close experience with severe frostbite had given him a brand-new appreciation for his digits. "Would have turned me into a Ned-sicle if it had."

"But you got it to work, right?" asked Peter, eager to hear the rest of the story.

"Yeah," Ned said, grinning at Peter. "I aced it. SLA just got the most handsome pair of bachelors this side of Empire City."

Peter looked at Ned in confusion. Ned rolled his eyes.

"Us, Pete. We're going to SLA. Dude, we made it!" Ned seized him in a backslapping hug and soon they were both grinning like idiots.

They were forced to stop congratulating themselves when the bell rang to signal the end of lunch. Even so, Peter couldn't stop his head from whirling over and over as they headed back to finish their last classes for the day.

Ned had had his exam for the SLA Support course the day before. He had been absent from class for that day and had wanted to share the results in person. Ned's exam had featured a written test much like Peter's, but had a bigger focus on engineering. Ned's practical portion had been very different, though. He had needed to bring in a Support item of his own invention to be judged by an instructor. Ned's device had been a pair of digital goggles with a built-in HUD, which he could feed information to directly from his laptop. The materials had been difficult to find, but fortunately Ned had it built and functional by test day.

After Ned's examiner, who was according to Ned 'a rather squirrelly fellow', deemed his gadget satisfactory, Ned had been dumped in a stocked workshop and told to make a portable freeze ray gun. Ned had worked hard and sweated over the device, but he was eventually successful. His functional freeze ray had netted him an acceptance into the SLA Support program.

Now both Peter and Ned were going to SLA!

Peter kept on repeating that thought to himself over and over just to convince himself it was all still real. There were only two weeks left in the school year. Peter couldn't wait until finals were done and he would have a nice summer break to mentally and physically prepare for the Hero Course.

The rest of the school day felt like a blur after a bombshell like that and soon, the two boys were leaving their last class.

"So," said Ned, nudging Peter in the side, "today's another Tower day?"

"Yeah," Peter said with a nod. "I've had some new idea for the web-shooters, but I need to bug Mr. Stark to teach me about doing miniaturized circuit boards so I can try making them smaller."

"Oh!" Ned suddenly looked excited. "What if you made them into bracelets that expanded out into launchers! If you got enough, you could becomethe Iron Spider!" Ned said, making what Peter assumed to be a spider hand gesture.

Peter laughed as the two of them stepped out into the sunlight. All around them, fellow exiting students were splitting up to walk up or down the sidewalk and past them all, Peter could see the black limo waiting for him on the curb.

"Here's my ride," Peter said, giving Ned a pat on the shoulder. "I'll see you tomorrow, Ned. Congratulations again."

"Congratulations to us, you mean," Ned said, hold out his hand for their special handshake.

After their handshake was finished, they split up with Ned walking down the sidewalk and Peter heading for the limo. He could see the smiling face of FRIDAY's hologram in the driver seat. She waved to him as the limo doors opened for him. He slung his backpack off his shoulder and stepped into the car, shutting the door behind him.

"Hi, FRIDAY," Peter said in greeting.

"Hey, kid," responded a voice that was distinctly not FRIDAY.

"Yah!" Peter yelped in surprise, staring at the unexpected occupant of the limo with wide eyes. "Mr. Stark?! W-what are you doing here?!"

Tony sat near the front of the limo, his feet kicked up on the opposite seat and a bottle of orange soda in his hand. He had a pair of sunglasses perched low on his nose and he was dressed in jeans and a t-shirt while also wearing an expensive looking blazer jacket and a pair of dusty high-tops. He seemed entirely relaxed as he watched Peter come down from his momentary heart attack.

"This is my limo, kid," Tony said flatly before taking a sip of orange soda. "Why wouldn't I be here?"

"I-I mean," Peter stuttered, "what are you doing here right now?"

"There's been a change of plans," Tony said as the limo pulled away from the curb and onto the street. "We won't be having any work sessions today. We have an errand to run."

"What sort of errand?" Peter asked, instinctively buckling his seatbelt. Surely Tony wasn't about to just drag him off on a grocery run, right?

"I'm going to SLA for a staff meeting," Tony answered, looking a little irritated as he stared out the window. "We're hashing out a few details about the upcoming school year. Probably just a bunch of bureaucratic admin crap." He took another swig of his soda. "Anyway, FRIDAY recommended that I take you along instead of just leaving you at the Tower. She figured you might enjoy visiting the campus when you don't have that whole exam hanging over your head. Interested?"

Peter was nodding vigorously before his mind had even finished processing what Tony had said. "Yes! Yes! Absolutely!"

"Good answer," Tony said with a nod.

"Thank you, Mr. Stark," said Peter. "Thank you, FRIDAY."

"You're welcome, Peter," said FRIDAY's hologram in the front of the limo. "We both figured you deserved a break after getting your acceptance letter. Congratulations, by the way. I knew you could do it. So did the boss."

"Yup, we're all giving you a big heart-filled congrats," Tony said, setting his bottle in a cup holder and pulling out his phone. "Coincidentally, I've used up my emotions for the afternoon. Hey FRIDAY, got any of that info I requested on Fireheart Enterprises? I want to know more about this CEO before we do any business."

"Sending it to your phone now, boss," said FRIDAY. Peter could swear he heard a hint of disappointment in her voice.

As Tony sped through FRIDAY's information on his phone, Peter unzipped his backpack and pulled out his notebook. He had only flipped through a few pages before Tony looked up from his phone at him.

"What are you doing?" Tony asked.

"Well, I have an algebra test tomorrow," Peter answered. "I figured I should study on the ride since I probably won't have a chance when we get to SLA." Just acknowledging that fact sent another thrill of excitement through Peter's mind.

Tony gave Peter a dull look. "Kid, you can synthesize a brand new industrial-grade adhesive from only half a formula that's older than you are," he said. "If you can't handle a simple algebra test, then I really need to reassess my opinion of you."

Peter gave a nervous laugh and scratched the back of his head.

"Well, you can never be too prepared? Right, Mr. Stark?"

Tony has already gone back to his phone. Choosing to take that as acceptance, Peter went back to his notes. It was a long drive to SLA and he wanted to make sure he used the time wisely.

Tony could tell they were getting close to the SLA campus when the kid plastered his face against the window, only just restraining himself from actually bouncing in his seat. Even if the kid had already been here once already, that didn't stop him from acting like it was Christmas come early.

Tony sighed and shut off his phone as FRIDAY turned into the drive up to the campus gates, the car's transponder already signaling them to open. The car followed the gravel driveway leading up to the mansion. It would only take a few seconds to reach the mansion, but Peter looked like he was about to jump out and run the rest of the way out of sheer excitement.

Other roads broke off from the driveway, either splitting off into small parking lots or twisting off deeper into the estate toward dorm buildings or different school facilities. But FRIDAY kept going up the drive that deposited them practically at the mansion's front step. As FRIDAY put the car in park, Tony pushed his sunglasses up his nose and put on his baseball cap. A few students were clustered outside having a picnic study session on the grass. Understandable. It was a beautiful day after all. It was also understandable that they had taken notice of the limo pulling up in front of their school. Tony decided to roll the dice that none of them had some secret Tony Stark Shrine in their dorm and just go with a simple disguise for today. A slight risk, he admitted to himself, but only slight. He'd done more daring things before.

Besides, the Image Inducer still needed work.

The kid bounded out of the car with a quick 'thanks FRIDAY' and then he just stood there gaping at everything. Tony followed him out, feeling only a dull resignation. This was his life now. After decades of decadence, debauchery, and some other tasteful descriptions, he had somehow landed right in the middle of his least favorite place in the world.

Academia.

Somewhere his dad was laughing at him, he just knew it.

"Call if you need me!" FRIDAY's hologram said from the driver's seat before the car turned around and headed for a parking lot. Tony sighed with one more look at the school before he stepped forward and clapped the kid on the shoulder, startling him out of whatever reverie his young mind was occupying itself with.

"I'm gonna head in and get this meeting over with," Tony said. "How about you go explore the place. Make some new friends. Go do whatever it is you kids do. Sound good?"

The kid looked up at him and gave Tony that joyful, heart-melting, absolute puppy dog smile that just came so easily to him.

"Sure thing!" the kid said excitedly. Tony nodded after a moment and gave his shoulder another pat.

"Good. Keep your phone on. I'll meet you right here in about two hours." As he left Peter and started climbing the stairs to the mansion, he turned around and pointed an authoritative finger at him. "And I swear to God, kid, if I have to meet up with you in the hospital again, I'm banning you from the Tower for a month. Got it?"

"Y-yes sir!" Peter yelped. Tony gave another nod and waved to him before heading inside.

Once he was away from the kid, it suddenly felt just a bit easier to breathe.

Tony wasn't completely heartless. Having Peter around was… nice. It was honestly good to have an occasional break from all the heaviness that made up his daily life as the Number One Hero. Plus, he still had to run his company and deal with sh*tty employees and sh*ttier business tycoons. Not to mention those ladies named Crippling Anxiety and Overwhelming Guilt that were always hanging off his arms.

In the face of all of that, Peter's easy expression of youthful hope and joy was refreshing, and it made his chest swell with emotions that he didn't quite know how to place.

But having someone look up to him in the way Peter did was horrifying. Suffocating, really. Like the stuff of nightmares. That kid was smart. Too smart. He was gonna be big. He was gonna be the Future. He had better things to do than waste his time hero-worshiping some broken shadow of a man.

Tony probably would have walked all the way through the mansion with those thoughts in his head if a young woman hadn't suddenly walked through the door right when he had been passing it. Tony dodged away from her sudden appearance and barely kept his fight or flight response from going off.

"Oh," the woman said in surprise. Tony recognized her curly brown hair. He'd seen her in the control room during the entrance exam. Instead of the business clothes she had worn then, now she was dressed in pale blue leggings, a black leather jacket with padded shoulders, and a particularly eye-catching yellow silk scarf around her neck. "I didn't mean to spook you. Sorry about that, Stark."

Tony cleared his throat and straightened his blazer, desperate to regain some semblance of decorum. Getting spooked like that wouldn't do anything to help his reputation.

"No problem. Barely even noticed you."

"Uh huh," she said, looking at him skeptically.

"You… seem to have me at a disadvantage, here," Tony admitted. "Nice to meet you, Miss…?"

"Pryde," she answered. "Kate Pryde. Homeroom teacher. I suppose we'll be working together." She gave a little laugh as she turned down the hall. "Never imagined I'd end up working next to the Number One Hero. How'd you fall back into teaching?"

"No reason," Tony said, keeping step with her.

She scoffed. "Nobody becomes a teacher for 'no reason', Stark."

"Well, if you must know, I felt like doing something new. I've already flown to space so all I had left to do was this. Besides, children are our most precious resource, right?"

"Hmm," she said with a smile. "And here I was having money down on the Professor blackmailing you into it. Looks like I lost."

"So it would seem," Tony said with a nod before he suddenly blinked and looked at her with surprise. "Wait, the teachers are taking bets on why I'm joining?"

"Of course not, Stark," she said with a wide smile. "I'm shocked and appalled that you'd think the teachers of this prestigious academy would stoop to such a level. Where did you ever get such an idea?"

"Nowhere apparently." Tony couldn't help but smile. He was starting to like this dry firecracker of a woman.

"We're just through here," Pryde said, leading him around a corner and pointing to a mahogany door. As she rested her hand on the doorknob, she shot Tony a questioning look. "You sure you're ready for your first faculty meeting, Stark? They can be quite… brutal."

"Oh please," Tony said, waving away her statement before pushing open the other door. "I've saved the world fifty-three times already. I'm not scared of a bunch of academics. This is gonna be absolutely- sh*t!"

The cry of alarm echoed throughout the room, startling the half-dozen people sitting around the meeting table and drawing their attention. But Tony wasn't looking at any of them. All of his focus was directed on just one woman.

She sat on her leather office chair with such regality and confidence that one would think she was seated upon a throne. She was dressed in pure white, from her stiletto boots, to the compression socks turned pants, the long silk gloves, the flowing cape that melted into the 'top' - if that scrap of fabric bordering her bust and midriff could be called such a thing - and finally the velvet choker wrapped around her throat. And if one could stop ogling her body, they'd might notice her platinum blonde hair or her eyes, which were like twin chunks off of the Titanic's iceberg as she gave the world's mightiest hero one of the coldest looks he had ever seen.

"Hello, Tony dear," said Emma Frost, the corners of her mouth curving into a mocking smile. "I was beginning to wonder when we'd bump into each other again."

"What are you doing here?!" demanded Tony, his voice a few octaves higher than normal. "What is she doing here? Why didn't anyone tell me that she would be here?!"

"Oh goodie, you already know each other," said Pryde as she walked past Tony and took a seat. "Guess I shouldn't be too surprised." She gave a great roll of her eyes.

"Ahem." Everyone turned to the head of the table where Xavier sat in his hover chair. "I can see that introductions won't be needed for you two. Emma is our guidance counselor, Tony. She's a member of this faculty, just like you are."

"Jesus Christ…" Tony breathed, staring at Xavier in shock. "She's your guidance counselor? Who in their right minds would trust this woman around kids?!"

"I think I could say the same thing about you," Emma said, still giving him that superior, mocking smile. "I can assure you that I am quite capable at my job and a consummate professional, unlike some people I could think of."

"Oh really?" Tony asked, looking back to her. "I seem to recall a certain incident years ago that involved you saying 'Hey Tony, watch this' and then half of Times Square starts dancing the macarena. Even some old lady with a walker."

Pryde suddenly had a coughing fit that sounded suspiciously like smothered laughter. A few other teachers cleared their throats at the same time, but they were drowned out by the cackling of a… raccoon?

No, Tony wasn't hallucinating again. There was a real live raccoon sitting at the table and slapping the wood surface while laughing.

"Holy sh*t, that sounds amazing!" the definitely-should-not-be-talking raccoon said. "Hey Toots, wanna do a repeat performance at the next tournament? It'll be a riot!"

Emma, unfortunately, was unfazed by the suggestion and just brushed some blond hair over her shoulder. "I think not. I merely chose to have a bit of fun, Rocket." She gave Tony a side eye and added, "I'm sure that if we wanted to stand around reminiscing all day, I could dazzle everyone with-"

"Alright, that's enough," snapped Magneto, looking impatient as he leaned against the table. "We have a lot of ground to cover and I will not sit here all day and let you two have at each other. Stark, sit down and be quiet so we can get started."

"Fine," Tony said with a scoff. He chose an empty chair as far away from Emma as physically possible. "I was getting tired from supporting the weight of our entire society."

No one had a rebuttal for that last statement, which was honestly a little disappointing.

Tony folded his hands behind his head and leaned back in his chair, hoping that this meeting wouldn't be too boring.

There was so much of SLA that Peter could see that he actually had trouble knowing where to start. He had considered immediately exploring the halls of the mansion — the actual mansion! — but decided instead to check out some of the grounds around the giant structure. It was beautiful day. Beyond beautiful. Everything he saw, from the towering white oaks to the tiniest dandelion captured Peter's interest and wonder.

This was SLA. This was the greatest Hero school in the country.

And Peter was a student here!

Even just thinking that sent another thrill of disbelieving excitement through Peter's heart. It was like that fact hadn't sunk in yet and he was still trying to process such an incredible event.

Peter turned back to the mansion, looking up and down the side of it as he continued his slow lap around the structure. He knew next to nothing about mansions or the architecture, but he was sure that Aunt May would love to see this place sometime. She was always a fan of those shows and movies set in beautiful places like this.

Around the mansion he could see metal and wood benches spaced along the path. Some stood in the shade of nearby trees while others were fully in the sunlight. A smattering of students had taken over the benches to work, eat snacks, or just chat amongst themselves. Peter only gave most of the students a quick glance before continuing his lap, but then he walked past someone who made him stop in his tracks.

It was Her. There was no mistaking that scarlet red hair or those emerald green eyes. She was leaning against the arm of her bench, calmly reading a paperback book open in her lap. She was probably just trying to enjoy the beautiful summer day.

Peter was frozen only a few feet away from her. He wanted to greet her. He wanted to ask how she was doing. He wanted to apologize for causing her so much trouble. He wanted his legs to start working and run far away so he couldn't ruin things all over again.

He wanted to do literally anything at all that didn't involve standing there like an idiot.

Come on, Brain! We need to do something now or she 's gonna-!

He hesitated too long. The girl realized she was being watched and looked up from her book. The confusion in her beautiful eyes was immediately replaced by shock when she saw him clearly.

They seemed to stay like that for a small eternity, both of them trapped in that moment of awkward recognition.

"Oh my gosh," she said at last, breaking through her own stunned amazement. "It's you."

"A-and," Peter stuttered, "y-you're you."

Ah jeez, the first time a girl talks to you and that is your opening line?

They both fell into another silence, as if neither of them knew what to do next. Something in Peter's brain must have completely short-circuited because he was the one to break the silence. He held a stiff hand out toward her.

"Hi!" he squeaked. "I-I'm Peter! P-Peter Parker! I never got to introduce myself and it's nice to see you again!"

The girl stared up at him and finally her lips curled into a little smile. She set her book aside and took his hand.

"It's nice to see you again, Peter," she said. "My name is Jean." As their hands shook, her smile got a little wider. "I'm guessing you passed the Entrance Exam."

"Yeah," Peter said with a nod. "I'm in Class A."

"No way! Me too!" Jean said with wide eyes.

Peter felt he could just get lost in those eyes of hers, like a deep and beautiful forest somehow loaded with glittering gems. It took a few moments for Peter to realize he was still shaking her hand. This greeting had gone on for way too long and he hurriedly let go before things could get even more awkward.

Except he couldn't.

Terror made his heart skip a beat as he stared down at their clasped hands. He tried to let go. He tried to move his fingers, even just the smallest bit, but they stayed stuck, wrapped around Jean's hand as if the two of them had been fused together.

Peter felt nervous sweat trickle down the back of his neck.

Jean noticed that he had stopped shaking her hand and looked at him curiously.

"Um, Peter? I think you can let go now."

Peter swallowed hard. He should have known better. He had actually believed for a single second that meeting this beautiful girl again might actually go well. He had been such a fool. Now she was about to hate him all over again. Why did this have to happen now?

"I…" Peter said, his voice a frightened squeak. Jean gave him a confused look.

"You what?" she asked.

"I-I can't," Peter finished. "I can't let go. M-my Quirk makes me really strong a-a-and also really sticky."

"What?" said Jean, staring at his fingers again. "That's…um…" He could feel her try to move his fingers, but they were completely stuck to him. Her eyes widened as she yanked her arm, but the two of them remained stuck happened. "Certainly… something."

"I'm sorry! I'm sorry!" Peter cried, trying to help pry their hands apart himself. All he achieved was sticking all four of their hands together in a big knot of fingers. "Oh my gosh, I am so sorry!" he said, his voice panicked as they both struggled against one another.

"It's fine," Jean said in voice that let him know it was not fine. At this point, she was standing up and leaning back to try pulling away from him. She turned their connected hands to look on either side. "It's totally fine. We'll… um, we'll figure out something."

Peter could feel the hairs on the back of his neck prickling and he spared a quick glance to the other benches around them. The other students had taken notice of their struggle. Peter also noticed, to his horror, that two students had started recording this on their phones. There was no way out of this. He had trapped this girl and now she was going to hate him for sure. There was absolutely no recovering from this.

If the ground decided to just open up and eat me right now, I 'd be alright with that.

"Okay…" Jean said, letting out some laughter that was tinged with fear. "This really isn't working. What should we…?"

Suddenly, Jean froze, prompting Peter to go still as well. Her face had lost its color as she stared at something over Peter's shoulder. He glanced behind him, wondering what could make her so scared.

A huge young man in exercise clothes stood before them, rippling with muscle and built like a brick wall. Or, to be more accurate, a metal wall since his whole body from head to toe was shining steel. He stood there like a statue with his arms crossed, raising a single eyebrow.

"Who-?" Peter started to ask. That was when Jean gave a might pull, yanking Peter back and near dragging him in a stumbling dash around the corner of the mansion. Peter was too distracted with keeping his balance to ask where Jean was taking them. She pulled him after her along the back of the mansion before ducking behind a row of hedges. When Peter was past the stinging branches and had finished blowing leaves out of his face, he was surprised to find him and Jean standing in a little alcove in the side of the mansion, blocked from view by the hedges. Stones from the architecture stuck out enough to make for a decent bench and Jean quickly pulled the both of them to sit down.

"Oh god…" Jean moaned. She made to drop her face into her hands, but she only ended up smacking her forehead on their clasped appendages.

"Um… wh-what's wrong?" Peter asked hesitantly.

"Besides this?" Jean asked, shaking their stuck hands. "That was one of my friends and now he's going to be making assumptions about… everything." She shook her head. "Thank God it was just Piotr and not Jubilee. He doesn't talk to anyone. He just watches." Jean sighed. "And judges."

"I'm sorry, Jean," Peter said again, making another attempt to separate their hands. They remained stuck. "I'd stop doing this if I could."

"I know," she said with a nod. She paused and took a few breaths before looking up at Peter with a focused expression. "So, why can't you unstick? Is that some problem with your Quirk?"

Peter blinked and looked down at their stuck hands guiltily.

"Not normally," he admitted. "Sometimes when I get stressed, they end up sticking to everything I touch, but it hasn't happened for weeks."

Jean started nodding. "Alright. Stressed. Let's work with that." She hummed in thought for a moment, before saying, "Let's try to do something relaxing. What makes you feel calm? Do you watch TV? Do you sing?"

"Well…" Peter trailed off, trying to think of something that could work in this situation. "I really like science. Talking with my friend Ned about chemistry and building things is fun."

Jean made a face. "Anything else?" she asked.

"Um… I like comic books. And heroes. I also like old movies and-"

"Old movies?!" Jean asked, her eyes suddenly sparkling. "What sort of movies? Do you watch science fiction and fantasy?"

"All the time!"

"Have you ever seen the Matrix movies?" Jean asked. "I mean… those movies are over a hundred years old by now, but maybe you've-"

Peter puckered his lips and lowered the pitch of his voice. "How pleasant to see you again, Mr. Anderson," he drawled.

Jean snorted with laughter. "That's good. I really, really like those movies. How about you?"

"Well, the first one is a bit aged by now, I agree, but whatever. I still love it. I think the second one can get a bit long-winded, but it has some redeeming moments." Peter's face crinkled in distaste. "I'm not a fan of the third one, though."

"I actually think the third one is better than the second," said Jean.

"What?" asked Peter, staring at Jean with utter confusion. "Why? The climax wasn't satisfying. We only had two real action scenes. The movie made no sense at all. So much of it felt… pointless."

Jean shrugged. "Honestly, the car chase in Reloaded felt pointless to me. I was more interested when there were emotions."

"There was…" Peter paused before he sighed in defeat. "Okay, the emotions weren't always there in Reloaded, you've got me on that. There weren't a lot of emotions in the first one either though."

"You're talking about 'emoting'. Not quite the same thing. There are lots of emotions to be had in Revolutions." She smiled. "The only part of Reloaded I really loved was when Neo was talking to the Architect."

Peter found himself blinking over and over.

"Wow," said Peter. "I… I kinda liked that part too. I have never met anyone who liked that scene. That's kind of bizarre. Everyone I've ever seen on those forum sites hated that part but I never did. Why did you like it?"

"I liked the subversion," Jean said with a shrug. "I liked the twist that even Neo being the One was all part of the Machines' plan; just another method of controlling humanity. That he wasn't some savior that would end the machines' hold over the world. It changes the context of everything he did through all three movies." She looked down with a smile and scuffed the soil beneath her shoes. "He wasn't able to save humanity because he was some divinely chosen messiah. He saved humanity because he and everyone else just believed that he could do it. I… I think it's really inspiring."

"…Yeah," said Peter. "I… I thought so too. It was… pretty cool." The two of them sat in silence before Jean looked back up at him with a wide smile.

"And then there's the thing with Oracle."

"What thing?" Peter asked.

Jean's eyes sparkled. "The Oracle causes every single event of the series." Peter could practically see the excitement growing in her.

"…What?" Peter co*cked his head, feeling very confused. "What do you mean?"

"After I saw Revolutions for a few times, I realized the whole reason Morpheus looked for Neo in the first place was because the Oracle told Morpheus that he would find the One. She was even the program who predicted the One in the first place."

"Yeah…" Peter said hesitantly, scratching his head.

"So what if she made it up?" Jean asked, giving him a smile.

Peter blinked. "Everything?"

"Everything," Jean confirmed with a nod. "She was one of the programs that created the Matrix in the first place. The machines probably had her create the Prophecy in the first place so that humans would look to a savior. Whoever that savior was would reach the Architect and then would restart the Matrix. Zion would get wiped out and the cycle would start all over again. If she met that many Resistance fighters, she could learn to accurately predict what decisions they would make. She's not telling the future, she's just computing what is most likely to happen."

"You really think she could predict everyone?" Peter asked, completely fascinated.

"I don't see why not," Jean said with a shrug. "She knew Morpheus would fanatically seek out the One. She manipulated events to put Neo in Morpheus' path and she also told Trinity she would fall in love with the One. She knew that when Neo met the Architect, because he and Trinity were in love, he would save her and not make the choice to restart the Matrix." She started running her hands through her hair, still smiling as she shot glances to Peter over and over, like she was gauging his reaction. "That left enough time for Agent Smith to assimilate every person in the Matrix and become a problem that the Machines couldn't ignore anymore. That made them open to making peace with humanity and Neo fulfilled the duty she had set him on by ending the war between humanity and the Machines." She paused before saying eagerly, "Don't you see it?"

Peter stared at Jean before he let out a stunned laugh. "Wow. I… wow." He lowered his head into his hands and laughed again. "I… Jean, I think you just blew my mind."

Jean giggled, starting to come down from the high she was on. "I-I've never had the chance to talk to anyone about this before. None of my friends like old movies, let alone the Matrix. It's… it's just so crazy that you like it."

"I think you just made me like the Matrix sequels a lot more," Peter said with a smile.

The two of them looked at each other before they suddenly made the same realization. They both looked down at their hands and then back at each other.

Wait … when did we get unstuck?

A few long beats of silence passed as they came to terms with their regained freedom of movement.

Then Jean said, hesitantly, "So… it was nice meeting you. It really was despite the, uh, hand thing, but maybe I should… um…" She trailed off. She stood up.

She was going to leave.

It took every drop of courage in Peter's body for him to speak.

"Jean, h-hold on," he said. Jean paused and looked over her shoulder at him. "Do…" he said, struggling to get his mouth to work right. "Do you like Star Wars? The older ones, I mean. From… from before Quirks."

There was a pause where Peter saw Jean look surprised before she gained a mischievous glint in her eye. She smiled and turned to face him fully.

"Yes!" she said excitedly. "If you have time, there's something I have got to show you."

Jean bent over the console of Danger Room B, tapping a few more keys to make her decision final. The metal door stood before her and Peter as she made a few adjustments, but the room would activate soon and they could enter. She had brought him down to the basem*nt of the mansion to show him one particular Danger Room scenario that he would love.

Or, at least she hoped he would love it. It all still felt so crazy to consider.

Despite the initial stumbles and stickings in their meeting, she and Peter had started talking about their mutual love of old movies. They had started… bonding over it. Jean still couldn't believe this was happening. Loving old movies had always been something just for her, where she could just immerse herself in something nobody she knew really cared about.

But now… now she was going to show Peter something that none of her other friends had ever seen before.

She wasn't sure if she was excited or just terrified.

"There's a couple different variations of this scenario," she explained, trying to sound nonchalant, "but I'll give us something that's a bit lower stress."

With a feeling of anticipation and apprehension, she pressed the Enter key and stepped away from the console. She heard the sounds of whirring machinery in the door before the spinning red light overhead came to life.

"Loading scenario 'The Moons Rise Over Kashyyyk'. Drone actors disabled. Enter when ready."

The thick door opened and Jean heard Peter suck in a shocked breath. Relief washed over her.

Thank goodness. He likes it. Of course, he likes it. It's super cool.

Through the door way sat the alien world of Kashyyyk. A beautiful night sky stretched above them, littered with more stars than Jean could possibly count. But even more than that, she could see the nebulae that made up the arms of the galaxy. Three moons of various colors hovered overhead, all of them so much bigger and clearer than Earth's own moon. Their feet brushed over sand as they made their way onto a beach littered with rocks and driftwood. Water gently lapped at the shore less than ten feet away. Further down the beach was the visual treat of this experience, though. Immense wroshyr trees rose from the ground and stretched hundreds, perhaps thousands, of feet into the air. Wooden paths and platforms grasped at the sides of the bark, their paths lit by torches twinkling in the distance.

"This… this is… wow…" Peter said, spinning in circles with a truly awed expression. "I mean… all this… wow!"

"It's pretty cool, isn't it?" Jean said, feeling oddly proud of Peter's amazed reaction. It was the same one she had when first found this so many years ago. "SLA has a Holo-Novella club," she added. "They make a bunch of different holo movies for the spring festival every year and their creations get saved into the archive. Usually, they're little murder mystery skits or cartoon slapstick segments, but a few clubs have done some Hollywood action set pieces. I was browsing through them a few years ago and I found that a group about twelve years back was really into Star Wars. They programmed this whole place and about five others."

While Peter continued to gawk at the towering trees, Jean walked toward a wooden chest sitting on shockingly large piece of driftwood. She knelt down and opened the box, smiling at the objects inside. This was the best part of the experience, since Peter was liking everything else, he would definitely love this. She selected one of the metal cylinders and turned toward Peter, who was still staring around with his back to her. A bold, spontaneous idea suddenly filled her mind and she grinned.

"Think fast!" she cried, lobbing the object at his back. To her surprise, however, Peter's arm snapped out in a blur and snagged the object out of the air. Peter actually seemed surprised when he turned to her, almost like he himself hadn't expected to catch it. Peter's eyes widened even further when he saw what she had thrown at him.

"Is… is this…?" He didn't even finish his sentence before he clicked the activation switch with his thumb.

SNAP-HISS!

A shining beam of red energy sprang from the lightsaber in his hand, illuminating the sand with a crimson glow. Peter blinked in shock as he gave the humming weapon a few practice swings.

"It's… it's real…" he said with wonder. "I… I'm actually holding one." He seemed to come out of his daze before giving Jean a flat look. "You gave me the red one? Really?" Jean had just finished rummaging around in the box to claim her own lightsaber before standing and looking at him sheepishly.

"Sorry," she said as she activated the green blade. "Next time, you can pick the lightsabers."

It took a moment before Jean realized what she had just said. Her cheeks went red.

Wait, 'next time'? Crap. Why did I say next time? I mean, hanging out with Peter has been really fun, but why would I say-

"I sense darkness in you, Jedi…" Peter drawled in an evil voice, stopping Jean's thoughts short. He had taken a stance with the saber held high and was wiggling his fingers in her direction. "Use your anger… Come to the dark side… Feel the true POWER of the Force! Bleugh!"

Jean burst into uncontrollable giggles. The over-the-top dialogue and the raspy voice he chose was just too much. When she finally got herself back under control, she saw Peter smiling at her before giving a curious look at his lightsaber.

"These things aren't… y'know, dangerous, are they?"

Jean had a few more hiccups of laughter and shook her head. She slapped her palm with the lightsaber blade. It flashed and made the expected lightsaber clashing sound, but it didn't hurt her at all.

"It's about as dangerous as a cardboard tube," she explained. Then she lifted her lightsaber in what she considered a defensive stance. Jean felt that if Peter was willing to really get into character, then she should put in some effort too. Thus, she cautiously moved closer to Peter with an intense expression on her face. "Now have at thee, vile Sith!"

"I'll show you the true power of the dark side!"

The two of them were laughing when their lightsabers clashed.

The two of them stepped and spun, their sabers flashing and sparking as they made contact. They used only clumsy, unpracticed swings at first, but then the two of them started to really get into it. They took turns being on the offensive, each of them testing out moves they remembered from the movies they both loved. As Jean spun out of the way of a stab from Peter, she marveled at the fact that this was really happening. None of her other friends had ever shared her interest with movies and none of them were at all interested in Star Wars. It felt amazing to finally share this with someone who clearly adored the series as much as she did.

She was knocked out of her thoughts when Peter leapt right over her, performing a mid-air somersault while bopping her on the back of the head with his lightsaber.

"Ah!" she said in surprise before spinning around to face him again. "No fair! I can't do that!"

"Sith don't care about what's fair!" Peter said in that cartoonishly evil voice of his. Jean lunged forward and swung at him again, but Peter bent backwards at the waist, ducking under her swing while catching himself with one hand on the sand. Before Jean's eyes, he backflipped on that hand, planted his feet on a large rock, and then flung himself forward, doing two somersaults before landing on the beach behind Jean.

She almost lost her grip on her lightsaber as she watched him perform such a feat that would be impossible for the average person.

"So… Peter," she said, "what exactly is your Quirk?" Did his super stickiness help him jump somehow? Or make him a crazy acrobat?

Peter lowered his lightsaber scratched the back of his neck. "I… suppose my Quirk is spider powers."

"Spider powers?" Jean repeated, still confused. "I've never seen a spider jump like that before. Or be really strong"

"Well, many spiders are capable of lifting over a hundred times their own weight," Peter explained, "and you've heard of jumping spiders, right? I pretty much have the abilities of a spider but proportional to being a human."

Jean thought about that and nodded. "That would certainly explain the sticking incident earlier."

"Yeah. Sorry about that. Again."

Jean waved off the apology. "Oh no, don't worry about that, Peter. It was scary before but now…" Now it was fond memory. "I don't mind. Honest. I'm really glad we ran into each other today and that we had the chance to stick around and chat for once."

"Yeah, after the exam…" Peter trailed off. After a few seconds, a huge grin appeared on his face.

"What?" Jean asked.

He refocused on her. "During the exam, I saw you had telekinesis from when you stopped us from falling and then when you were making swords float all over the place."

"Okay?"

"Well, it made me think that if we took my physical powers and your telekinesis, we actually have a fully functional Jedi."

"I suppose that's true," Jean said with a smile. That was pretty cool.

"Though I guess we're still missing all the other psychic powers."

Jean's smile became brittle.

Should I tell him?

While she herself had slowly been growing more comfortable with her telepathic powers, it had still been hard to draw up the courage to actually share her new abilities with anyone aside from the Professor and Magneto.

But… she'd already shared so much with Peter, though. They shared a love of old movies and she had had such a wonderful time with him so far. Surely it couldn't hurt, could it?

Yeah… It'll be fine. Totally fine.

"Well," she said, trying sound cheerful, "I think I have that part covered too."

Peter looked at her for a second as if he didn't understand what she meant before his eyes grew big again.

"Wait, you can do that stuff too?!" he said in surprise before dashing over to her, the deactivated lightsaber dangling forgotten in his hand. "Wow, that's…that's so cool! What sort of stuff can you do with it? Can you influence people? Can you read minds? Can you see the future?"

Jean tried to hide how her heart was nearly bursting from her chest as she deactivated her own lightsaber, signaling an end to their duel. She looked at the sand a bit and scuffed it with her foot. "Well, I can't see the future. I'm not even sure that's possible, but who can honestly know what's possible in this world?" The two of them shared a shrug. "I know it's possible to mind trick people or even control them, but I'm nowhere close to doing that."

Her voice got quieter as she added the next part. "The Professor can do it though, so there's a chance I can since we have similar Quirks." With that out of way, Jean looked back up at Peter. He was still there. That was good. "The main thing I can do is read minds," she continued. "It's a little too easy to do, but I don't do it without people's permission, so don't worry. The Professor taught me how to build barriers in my mind so I'm not constantly hearing everyone."

"Really? Hmmm…" said Peter, rubbing his chin. He closed his eyes for a few moments before fixing his gaze on her.

This is it. Please. Please. Don't freak out.

"What if I gave you permission?" he asked. "Can we try it?"

"W-what?!" Jean said in surprise. "T-try mind reading? Now? Why?"

"I'm really interested," answered Peter. "I mean, if you're okay with it, of course. It's okay with me. I was just thinking that it would be a great form of secret communication. If you could specifically hear one person's thoughts and then transfer your thoughts to them, it would be even better than regular communicators. It would be like walkie-talkies directly to your brain."

Jean stared at him in disbelief. He wasn't freaking out. Not even a little. And he wanted her to read his mind…that was…

She bit her lip as she considered.

"I'm sorry. I didn't mean to be rude. I just…I thought…" Peter continued to make half sentences as Jean tried to get it together.

Finally, she saved him by saying, "Well, if you're serious then…" Peter's face immediately cleared. He looked positively eager.

He is serious.

"But… maybe we can try it later," she offered. "Like when school starts? I've never done with anyone besides the Professor, so I'd need to practice."

Peter nodded. "Sure. It's a date." A second passed before his whole face went red. "Wait! Sorry! I didn't mean it like that! I-I meant we'd set a date! To practice! Because w-we're heroes! And-and-and we need to practice! I didn't mean a date-date! That would be… well… um…"

"Eh-heh-heh," Jean laughed nervously as her cheeks turned pink as well. "I got it, Peter. I got it. I figured that was what you meant."

At least, I'm not the only one with foot in mouth syndrome.

"Oh. R-right. Of course." Peter nodded a few times. His eyes darted from place to place, like he was trying to find something new to talk about. "So…" he said slowly, "you said there were other Star Wars scenarios."

Jean smiled. It looked like she had made the right decision after all.

After their time in the Danger Room, Peter had asked Jean about seeing other parts of the campus and the two of them had set off on Jean's bike with Peter sticking to the rack above the back wheel. Jean rode around the campus, showing Peter a few of the other Danger Rooms, the dorms that they would be moving into at the start of the school year, the pools and sport courts used for recreation, and she even showed him a giant hedge maze at one corner of the mansion. Jean finished the tour by pedaling them to a good viewpoint where they could look through a gap in the trees of the estate to see the two biggest structures around: the Stadium and Danger Room H, which Jean told him was known as the Colosseum.

It had all been a really great experience for Peter, giving him the chance to just relax and take in everything about the campus.

Eventually, the two of them had returned to the mansion and Jean had showed him to the cafeteria which Peter thought looked more like a greenhouse. The fading sunshine of the day streamed through the floor to ceiling windows that dominated half of the circular room's perimeter while the other wall had food stations with multiple cuisines.

The room was filled with the din of conversation since many students were taking their dinner already. Peter and Jean made their way through the food line and loaded their trays with mashed potatoes, mixed vegetables, and Salisbury steak served out by a uniformed lunch lady with six arms. The woman gave Jean a friendly wink as she served them.

"You're gonna love the mealtimes here," Jean said as the both of them sat down at an unclaimed lunch table. She nodded toward the lunch lady. "Marilyn is a cooking goddess."

After taking a single bite of the steak, Peter had to agree. It was almost as good as Aunt May's steak. Almost.

Peter and Jean chatted as they ate, talking more about movies and how their opinions matched or differed. Just as Peter was thinking that he could have sat there talking with Jean all night long, something landed hard on their table with a loud SMACK.

Peter looked up at the tall and lanky boy standing behind Jean's shoulder, breathing hard after slapping a paperback book down on the table between the two of them. Peter also got the distinct impression that the boy was glaring at him, but that was impossible to tell due to the thick ruby-red lenses of the boy's sunglasses.

"Scott?!" Jean said in surprise, staring up at the new arrival. "What are you doing here? I thought you would be in training for another hour."

"I finished up early," he said. "I went looking for you… so we could spend some time together… and found this." He pushed the book toward her.

"My book! I totally forgot." Jean picked it up and gave him a smile. "Thank you so much, Scott."

"Where… have you been, Jean?" Scott asked. "I've been looking for you everywhere. And… I think your phone is dead."

"I'm sorry Scott," Jean said, looking guilty. "If I had known you'd get off early, I would have stuck around and waited for you."

Peter felt something in his chest ache as he heard her say that. He had had an amazing time with her, but…

She would have rather spent the time with this guy?

After a second, Jean's cheeks flushed as she seemed to remember Peter was there. "Sorry. I'm being rude. Scott, this is Peter. We met at the Entrance Exam. I ran into him earlier and I decided to give him a tour of the school."

"…Really?" Scott was definitely glaring now.

Peter swallowed. Scott looked like he wanted to fight him right now.

Scott sat down at the table with much more force than necessary and wrapped an arm around Jean's shoulders.

"I'm Scott," he declared. Jean seemed to automatically lean into his side. "I'm her boyfriend."

"Oh," Peter said colorlessly to the happy couple. Peter slowly lowered his fork, his meal forgotten as he thought absentmindedly that a heart should really make a sound when it breaks.

This became the beginning of a painful interlude where Peter had no real idea of what to do next. The easy atmosphere he had had with Jean had been completely blown away and now Scott seemed to be trying to kill Peter with his mind.

Peter swallowed hard and decided it was time to escape the situation. He reached into his pocket and pretended to check his phone.

"That's my… my teacher. He says it's time to go." Peter stumbled up from his chair and grabbed his tray. He tried to focus his gaze on Jean's face without being distracted by Scott's scowl. "I-I really had a great time, Jean. I hope you have a good summer and… well, I guess I'll see you at school."

"Alright. Bye, Peter," Jean said, giving him a little wave. "See you in the fall."

Peter waved back and hurried toward the exit, dumping his tray and dodging around other students to get to the doors.

He didn't stop running until he reached the front steps of the mansion where FRIDAY's limo had pulled up the driveway and Tony was standing at the foot of the stairs glaring as he tapped on his phone.

"Mr. Stark," Peter said breathlessly.

The man looked up at Peter in surprise. "Wow," Tony said, pocketing his phone as Peter ran up to him. "I was just texting you to say it was time to go. Did your spider-sense tell you to come?" Tony asked before opening the limo door.

Peter didn't answer until they had both climbed in. Once they got settled, Peter said, "Not exactly. Just a lucky guess."

Tony just grunted as he grabbed an orange soda from the mini fridge. Then the man looked out his window and downed half of the drink in one pull while Peter buckled his seatbelt and FRIDAY drove them away from the school and toward the road. Neither of them spoke until they passed through the gates of SLA.

"So… how was the meeting?" Peter ventured in the foreboding silence.

"Sheer… unrelenting… torture," Tony said through gritted teeth as he glared out the window. "Damn ice queen of Hell…" He let out a very angry breath before spinning around to face Peter. "Do yourself a favor, kid: never ever date a psychic. They will take all your worst thoughts right out of your brain and then use them against you."

"Oh," said Peter looking back at the receding view of SLA. "Well…" he said hesitantly, scratching his neck. It took a few seconds before Tony covered his eyes and groaned.

"You gotta be freaking kidding me!" he said. "I only left you alone for two hours!"

"Sorry Mr. Stark," Peter said, not able to meet his mentor's eyes.

Tony sighed and crossed his arms.

"Was she cute?" he asked after a quarter mile of driving.

Peter grimaced as he took his turn to stare blankly out the window. Finally, he said, "She has a boyfriend."

"That doesn't change the answer, kid."

"She…" Peter sighed. He closed his eyes and pressed the back of his head into the seat cushion. "She was amazing."

Chapter 13: A Whole New World

Chapter Text

Chapter 13 - A Whole New World

Late August

The Burbs

For as much as Peter was looking forward to this day, it suddenly felt very strange to be packing his life up in boxes.

He had known that going to SLA involved moving into the dorms. The commute was too long to consider doing anything else. He had known that that would involve having to pack up his room and leave Aunt May alone in this empty house. He knew it wasn't a permanent move; there were plenty of weekends and holidays where he would be able to come back and spend time with her. But that didn't change the fact that he was sitting on his bed, surrounded by cardboard boxes, trying to choose what to bring and what to leave behind.

It was really happening. Tomorrow, he was going to SLA.

The two months of summer vacation had flown by. Between spending time with Ned and tinkering at the Tower with Mr. Stark, Peter had done a good job of keeping himself busy. He'd also finally finished his repairs to Uncle Ben's old computer. The desktop was safely boxed up in the attic since Peter had used some of the money from his apprenticeship to buy a more advanced computer for his aunt. May had almost thrown a fit when she figured out how much it cost, but Peter had eventually talked her into accepting that he had wanted to splurge a little if it meant helping her out.

Peter had also just celebrated his birthday just the week before. He was sixteen now. Aunt May had decided to celebrate by taking him to an empty parking lot and letting him try driving her car. That session had nearly given him and Aunt May heart attacks. Despite the fact Peter could jump off the roof of a building with only minimal hesitation now, being at the wheel of a car was utterly terrifying to him.

Peter tossed another sweater in a box and looked over the other items in his room, pondering over every knick-knack and bauble. There wasn't much left for him to bring, honestly. The rooms in the dorm were already furnished with beds, desks, and drawers. All he would need were bed covers, clothes, and personal decorations. He decided to take his Playstation, now almost a decade old and still playing like a champ. He also had a garment bag filled with some nicer hanging clothes just in case he needed them. SLA students were automatically put on a meal plan, but he packed some snacks, teas, and hot cocoa packets.

The posters on his walls came down earlier to be rolled and packed. His SLA dorm would be an unfamiliar place and having something to cover those blank walls might help put his nerves at ease.

Peter's phone lay on his desk playing some soothing piano music. He was so absorbed in his packing that he didn't hear Aunt May come in until she sat down on the bed next to him. She had a small metal box clutched in her hands.

"Sorry to bother you, Peter." She had a sad smile on her face as she looked over the bare walls of Peter's room. "It's going to be different not having you around," she said more to herself than him.

Peter winced and scooted closer to wrap an arm around his aunt's shoulders.

"I won't be very far away," he promised, "and I'll come back home every weekend."

"Not every weekend, Peter," she said, sounding playfully reprimanding. "I want you to make sure you're having fun for yourself. You need to spend time with Ned. Who knows what kind of trouble he might get himself into if you don't?" Her smile turned mischievous. "And you need to spend more time with that Jean girl too. She sounds like a dear."

"Aunt May!" Peter groaned, his cheeks heating up as he nudged her with his elbow. Aunt May just laughed.

To be honest, Peter had been thinking about Jean a lot this summer. He had such a great time spending that day with her and he couldn't wait to see her again. He had been mentally kicking himself all summer for never getting her phone number. Talking to Jean a few times would have been great. Peter hadn't made a new friend since… well, since Ned. Now that he had packed away most of his movie collection, he was fully prepared to have a bunch of movie nights with her. It was another thing to look forward about SLA.

Aunt May drummed her fingers on the metal box in her lap, like she was contemplating a big decision. She took a breath.

"There's something I wanted you to have," she said. She flipped the latch and opened the lid. She pulled out a long metal chain and held it up. At the end of the chain dangled a pair of military dog tags and a gold wedding ring.

"These were Uncle Ben's," said Aunt May. She held them in her hands and rubbed her thumb across the surface of the ring. She sighed. "He wore them every day, no matter what, to remind him of what was most important in his life." Then, to Peter's shock, she extended the chain toward him. "And I can't think of a better place for them to be than with you."

Peter could only dumbly stare as Aunt May placed the tags and ring in his hand and curled his fingers over them.

"But…" he tried to say around the lump in his throat. "But…"

"Take them," she urged. "You should have a piece of him with you." A tear fell from her eye as she gave him a watery smile. "I… I just know he wouldn't want to miss a minute of seeing you become a hero."

It was too much. The both of them seized one another in a tight hug and cried into each other's shoulders. They stayed like that until they ran out of tears to shed. After another hug, simply to reassure each other that they were still there, Aunt May stood up and talked about checking on the meatloaf. Peter stayed on his bed, looking at the heirlooms in his hand. As he lay the chain around his neck, he turned to look at his acceptance letter sitting on the desk.

Peter squared his shoulders. Clasping the tags and ring in his hand, he whispered, "I'll make you proud."

The gates of SLA were open when they arrived. Peter was sure it was to accommodate all the new vehicles arriving to drop off students. Aunt May drove her car through the gates and up the gravel drive.

"Where's the dorm building?" she asked. "Or are you staying in the mansion?"

"The dorms are past those trees," Peter said, pointing at a grove to the left of the mansion. The upper floors of the buildings could be seen over the tops of the trees. "Take a left at the upcoming turn and follow the path. Jean said we would be in the first building on the right."

Aunt May looked like she wanted to make some comment on Peter using Jean's directions, but she just smiled and made the turn.

She drove around the bend past the trees before coming to a long road with dorm buildings on both sides, eight in total. Following Peter's guidance, she pulled the car in front of the first building on the right. After parking, both of them exited the car and took a moment to look at the dorm building.

The opulent structure was newer than the mansion but in a similar style. It stretched up shaped like a large H, with the center area being three stories tall and the wings on the left and right side extending a further two stories up. The center area was emblazoned with the SLA insignia and a sign sat underneath it reading '1-A'.

The bottom floor had a set of double doors while the walls on either side of the doors had modern floor-to-ceiling windows. Peter could see the shapes of a few people milling around inside but he couldn't make out much more past the reflections.

"My, oh my," Aunt May says, looking impressed. "I wouldn't blame you for staying on campus every weekend. You'll be in the lap of luxury."

"Of course I'll be coming home," Peter protested, even though he silently agreed that Aunt May had a point.

The two of them unloaded all five of Peter's boxes from the trunk and stacked them on the sidewalk. When the last box was placed down, Aunt May seized Peter in a firm hug.

"I'm so sorry I have to run," she said, kissing him on the top of his head. "I'd love to stay and help you move in."

"Don't worry about it," Peter said, patting her on the back. "You have a big budget meeting today. That sounds important. And don't worry, I have super strength." He lifted his arm and curled his bicep to demonstrate.

"I know, sweetie," she said. She released him and looked him up and down, as if she were trying to memorize his appearance. "I love you, my little big man."

Peter hugged her again. "I love you too, Aunt May."

Aunt May gave him yet another squeeze and said goodbye before climbing back into the car. Peter waved to her as she drove off. When her car had turned the corner and driven out of sight, Peter ignored the pang in his chest and shifted his attention to the boxes. He picked two of them off the top of the pile, stacking them on top of each other. He smiled to himself, still marveling at how easy they were to lift. Before that spider bit him, he could barely carry anything bigger than a backpack. Now, he felt like he could lift anything.

I wonder if I could lift a car? I should ask Mr. Stark if I can try lifting one of his cars. Actually … no, he probably wouldn't let me. They're too expensive. Never mind.

Balancing his moving boxes, he placed the box of donuts Aunt May had grabbed on the drive over on top. Aunt May had told him that it would be best to bring a dorm-warming gift when he arrived in order to score points with his new classmates. Once he felt like everything was steady, he made his way up the paved walkway to the front door, passing by a short and particularly ugly-looking tree on the side of the lawn. There was a card reader next to the door, but a paper sign taped above it read 'Card reader deactivated for move-in day. Door is unlocked.'

Before Peter could adjust his grip enough to free a hand and open the door, both doors were suddenly yanked open.

"YOU'RE FINALLY HERE!" someone screamed. Before Peter had a chance to react, he was suddenly seized in a surprisingly firm hug. It took a lot of concentration to make sure the boxes didn't topple to the ground.

Peter looked down at the person who had hugged him and immediately felt his face go red. A pretty girl was looking up at him with a toothy smile and sparkling blue eyes. She had blond hair in a bob cut with the ends dyed pink. The girl let out another squeal before squeezing him again.

"Oh my gosh, I'm so glad I finally get to meet you! THE Peter Parker! Ohhhh, you and Aunt May are so adorable! I wanted to run out there and hug the both of you but my bestie wouldn't let me!"

"And I still won't!" said another voice, this one sounding much angrier. Before Peter's brain could finish rebooting, a hand the size of an oil drum emerged from the door and pried the crazy girl off of him.

"You're no fun, Kamala!" she yelled, ineffectually hammering her fists on the giant hand wrapped around her torso as she was lifted away.

Peter blinked rapidly, trying to catch up with everything that had just happened. He stared at the massive hand and then followed it down a stretchy noodle arm to see a girl with light-brown skin and long dark brown hair looking up with annoyance. Her expression changed when she met Peter's gaze. She smiled and gave a bashful wave with her other, normal-sized hand.

"Hey there," she said, "So sorry about this. Gwen's been an absolute handful, but I swear I'll keep her locked in the closet for the rest of the day. Unless," she added hopefully, "you two already know each other?"

"Nope!" Gwen chirped from where she was captured by the stretchy girl's, Kamala's, hand. "I've never met Peter in my life!"

Peter and Kamala both blinked before Kamala just shook her head. "I don't even want to know. Into the closet we go," she said before turning and walking back inside.

All the while, Gwen continued to struggle against Kamala's hold, shouting, "Foolish fools! No closet can contain this much power! The only thing stronger than love is ME!"

Peter took a moment to collect himself before he shook his head and cautiously followed them both inside. All at once, awe replaced sheer confusion as soon as he got his first look.

The bottom floor of the dorm building seemed to be a huge living area. A trio of couches was set up in front of the largest TV Peter had ever seen. Another group of couches was set up around a coffee table near the middle of the room. Peter could see boxes and containers of donuts and cookies already on the table, arranged around a decorative bowl of pine cones. It seemed like a few of Peter's new classmates had had the same idea as Aunt May.

Past the living area, Peter could see a modern-looking kitchen and a ton of dinner tables set up just outside it, looking big enough to feed an army. Finally, on the far wall, there was a pair of elevators with metal doors that shone like polished silver, one of which was open as Kamala tried to corral Gwen inside.

Peter turned to take stock of those who were in the room. Almost everyone was sitting on the couches around the snacks. Peter saw two teen girls sitting on different couches, both of them absorbed in their own activities. The first girl was tall with long, shining black hair that tumbled down her shoulders. She wore a purple t-shirt and blue jeans and had a pair of sunglasses balanced on her forehead. A magazine was balanced on her crossed legs.

The other girl was vastly different. Her hair was cut short and dyed a startling electric blue. Peter thought she may have been Japanese. All of her clothing followed two particular themes: very tight and just a hair too short. The thing that caught Peter's eye the most, however, was the bulky metal gauntlets she wore on her forearms. They looked heavy, but she didn't seem to be bothered by them as she idly scrolled through her phone.

The outlier of the group was a short boy sitting in the corner, wearing an orange hoodie with the hood pulled up over his head. He was bent over a sketchbook in his lap and he took frequent glances upward as he moved a pencil over the page so fast it seemed to blur.

However, to Peter, none of them mattered. His entire focus was on the girl he couldn't wait to see. She sat on one of the couches facing away from him, but he'd know that scarlet hair anywhere.

"Jean! Hi!" Peter said excitedly. She jumped and craned her head around, looking surprised to see him.

"And there's our female lead!" Gwen yelled from across the room. She had her arms extended out and was bracing herself against the sides of the elevator as Kamala tried to drag her all the way in. "You're finally together again! Oh, I can't wait to see the sparks fly just like last chapter!"

"Please ignore her!" Kamala called out as she hammered on the Close button. "She's a little over-hyper today! You get used to her, I promise!" With a final heave, she yanked Gwen inside and the elevator finally closed.

Peter could feel his face becoming a tomato, but, if he was honest, he didn't feel too bad. Just seeing Jean again after all these months had immediately raised his spirits even higher than they were already. Peter gave a big smile to Jean, but she was already looking at the person sitting next to her.

Peter's high spirits immediately crashed. He had just noticed Jean's boyfriend, Scott. Those ruby sunglasses still did nothing to hide the sheer amount of disdain he was focusing in Peter's direction.

"Jean?" Peter asked before he completely lost his nerve.

Jean glanced back toward Peter and sucked in through her teeth. "…Hi, Peter," she murmured before staring down at the carpet.

"Uh… hey?" he responded awkwardly. He didn't know what else to say. His mind was racing.

It 's… it's like she's not happy to see me? What happened? Did I do something wrong? Crap, I bet I did something wrong!

Jean winced, her mouth drawing into a thin line. Scott gave a huff and stood up from the couch, pulling Jean up as well by her hand.

"Come one, Jean," he said. "Let's go." He strode across the room as Jean dutifully followed behind him. The two of them vanished into another elevator before heading upstairs. Jean never gave him a second look.

As the door slid shut, Peter stared after where Jean had disappeared. He was stunned. He was shocked. And he was unbelievably confused. He couldn't think of anything he had done that could have upset her.

"What's with them?" asked the dark-haired girl who had put down her magazine and was now looking at the elevator door curiously.

"I'm… not sure," Peter said, defeated.

"Glasses is feeling threatened, so he decided to take his precious little lady away from everyone," said the blue-haired girl without looking up from her phone. The other two stared at her, but she didn't supply any other comments.

"Well, anyway," said the dark-haired girl. She gave Peter a friendly smile. "Nice to meet you. I gather your name is Peter. I'm Kate Bishop. This," she said, jerking a thumb toward the blue-haired girl, "is Noriko. That's as much as I've managed to wheedle out of her."

The now-named Noriko continued to stare at her phone, but she lifted one gauntleted hand to give them a lazy peace sign. A tiny bolt of lightning sparked between her fingers for a moment before she lowered her arm.

"Nice to meet you both," Peter said with a nod. A glance toward the boy drawing in the corner showed that he wasn't paying attention to the conversation and didn't seem interested in sharing his name.

Peter carefully rebalanced his boxes so he could place his donuts on the center table.

"M-My aunt and I got buttermilk bars, if anyone is interested," he said.

"Buttermilk bars?!" Kate said excitedly. She flipped open the box and snatched one up before taking a big bite. "These are delicious!" she said while chewing. "Where did you get them?"

"Oh, we got them from Randy's Donuts over in the Burbs," Peter answered. "We stopped over on the way here."

As he explained, Kate pulled out her phone and tapped a few buttons at rapid speed. "Done," she said. "It's in my places to go. Thanks a bunch, Peter."

Peter allowed himself to smile just a bit. At least he had made a good first impression for someone.

Peter tried to let that comfort him as he left his moving boxes against the wall and headed toward the door, intent to collect the rest. As he reached for the doorknob, he was distracted by his spider-sense tingling. Peter reacted immediately and recoiled away from the door. He was just in the nick of time as the double doors were thrown open with so much force that they both slammed against the wall. Standing in the entryway, with a suitcase in each hand and his foot still extended from kicking the door open, was Flash Thompson.

Peter's spider-sense blasted in his head even stronger than before. He swallowed in fright as Flash blinked a few times, processing the fact that Peter was standing in front of him.

And of course, like many other times immediately before some great disaster befell him, Peter had to open his big mouth.

"Eugene! Hi!" he squeaked. Flash's eyes narrowed and his teeth grit together. Peter's spider-sense flared so loud it almost knocked him over.

Luckily, someone else butted in before Peter could dig a deeper grave. From her spot on the couch, Kate jumped up and demanded, "Hey! What the hell is your problem?!" "You've arrived just now and you're already trying to knock the building down?" She scowled at Flash and put her hands on her hips. "Are you crazy?"

"Shut up! The door was in my way!" Flash snapped. He stomped into the common room, making sure to slam his shoulder into Peter as he passed. "Move it, Parker!" he snarled before crossing the long room to the elevators. The doors opened as he kicked the button and he entered the elevator, making sure to give all of them one last glare as the doors closed on him. Only when Flash was out of sight did Peter's spider-sense stop tingling.

Peter stood there frozen, struggling to comprehend this horrible turn of events. He had woken up this morning so full of hope, so drunk on joy and opportunity. He was going to a new school. He was going to see his new friend. He had a whole new path toward becoming a hero. And now… what? His new friend had quietly spurned his greetings and he had to go to school with the guy who had tormented him since they were kids.

It 's like nothing has changed.

"Seriously, another weirdo? What's his deal?" muttered Kate, shaking her head.

"Textbook insecure 'alpha' male," supplied Noriko, startling Peter and Kate into looking at her. "He's used to being a big fish in a small pond, but on the trip over here it occurred to him he's in a new pond surrounded by other big fish," she continued, not even looking up from her phone. "He's solving this issue by acting powerful and aggressive to every person and inanimate object he sees to convince himself he's still a threat. Trust me, he's gonna be a problem."

Peter blinked at Noriko, who had returned to her own little world.

Okay… maybe some things have changed.

Kate shrugged and made to sit back down again.

"Don't sit down yet!" screeched a voice that had not reached puberty yet.

Kate jumped and turned to face the corner, where the boy in the hoodie was rapidly scribbling at his sketchbook.

"Hold on… One second… Done!" he said before flipping his sketchbook closed. Kate blinked.

"Were you just… drawing me?" she asked.

The boy stiffened and gulped. His eyes darted toward the elevators and the doors to the stairwell.

That reaction made Kate narrow her eyes. "May I see it?"

The boy didn't answer.

Kate scowled and took a threatening step toward him. "Show me the picture."

The boy suddenly lunged from his chair and dashed through the doors to the stairwell.

Kate swore under her breath and ran right after him, catching the door as it was closing and following him into the stairwell. There was an abrupt silence in the common room after their departure.

"Well," said Peter, "that was… something."

Noriko didn't respond or even look up.

Then, Peter remembered his original plan of grabbing the rest of his belongings from the curb.

Crap!

He turned to dash out the still-open doors, hoping that nothing had knocked them over. When he took one look at what was outside, he skidded to an abrupt stop.

There was another figure standing at the door, but this one was anything but human. It was tall and thin with gangly limbs. It looked like some sort of bizarre nature spirit, with gnarled bark covering its body and tons of branches sticking out of its head from various angles. It was wearing a dark green vest on its upper body as its sole article of clothing. It opened its mouth to show two rows of wooden teeth and said, "I am Groot."

Peter blinked. "Um… I am… Peter?"

The creature nodded.

"I am Groot," it said again before starting to walk toward the elevators. Peter's mind was swirling with confusion and questions. What was this Groot thing? Where did it — he? — come from? Why was he here? That was when Peter realized the most important fact about this tree creature, one that he had foolishly missed until this moment.

Why is he carrying my boxes?

"Oh, th-that's my stuff!" Peter said. "Um… thank you for bringing it over." He slowly reached toward the stack of boxes, his fingers trembling only slightly. "I'll just, y'know, take those and-"

The creature made a grunting noise and snatched the boxes away from Peter's hands. "I am Groot," he said, sounding annoyed.

"Yeah, you said that already," said Peter, making another reach for the boxes. "Now could you please just give me my stuff?"

"I am Groot!" he said angrily, pulling away from Peter again.

Peter glowered. First Jean, then Flash, now this! Wasn't his day going bad enough. He could even hear Noriko snickering from her spot on the couch, making his ears feel hot.

"Just give me the stupid boxes!" Peter snapped, grabbing for them and trying to pull them away.

"I am Groot!" the Groot creature roared as he fought Peter for his possessions. Branches shot out from Groot's arms to wrap around the boxes while Peter's hands were stuck fast to the cardboard. It was a stalemate, but Peter was not going to lose.

So much of Peter's attention was focused on this creature trying to steal his things that he completely missed the sound of the elevator opening. He also missed the rushed footsteps heading toward them.

Peter, however, did not miss the large and familiar green hand that gently rested atop the pile of boxes.

"Okay, guys, let's calm down for a second."

Peter's eyes widened before he looked at the newcomer. "Teddy?" he said. The large boy looked down at him and seemed to consider him for a moment before his face broke into a grin.

"Peter!" Teddy said happily. "Great to see you. Glad you passed the test." He looked back and forth between Peter and Groot. "So, what's going on here?"

"I am Groot!" Groot said indignantly, sticking his nose — wait, did he even have a nose? — into the air.

"He's the one who's stealing my stuff!" Peter retorted, still keeping his fingers stuck to the cardboard.

Groot grunted and made another attempt to pull the boxes away from him, but Peter hung on.

"Okay, okay, everyone, just take a breath," Teddy said in a calming tone of voice. "Now, Groot?"

"I am Groot?" he said questioningly.

"Do these boxes belong to you?"

"I am Groot!" he said confidently.

"So, that means you brought them to the dorm when you arrived this morning?"

"…I am Groot," he said, now seeming less confident and not meeting Teddy's eyes.

"And those boxes didn't belong to you five minutes ago, did they?"

"I am Groot," he said, looking a little crestfallen.

Teddy shook his head. "Groot, we're all here to learn together. That means we have to live together. And part of living together is that you don't just pick things up and say they're yours. How would you feel if someone just found your backpack or your uniform and walked right off with it, telling everyone that it was theirs?"

"I am Groot," the walking tree said with a sad sigh. The branches it had wrapped around the stack of boxes slowly receded back into his arms and he offered the boxes to Peter.

Peter took the boxes gratefully.

"Now," said Teddy, hands on his hips, "what do we say?"

Groot gave another little sigh. "I am Groot," he said apologetically, nodding to Teddy.

"Not to me, Groot. To Peter."

Groot and Peter locked eyes and there was the slightest hint of hesitation in the tree creature before he nodded to Peter as well. "I am Groot."

"Uh… apology accepted," said Peter.

"And there we go," Teddy said with a smile. "Thank you for listening Groot. I think we're all gonna become good friends."

"I am Groot," Groot said with a shrug before walking toward the snack table. To Peter's surprise, Groot grabbed one of the pine cones and crossed the room towards the elevators, crunching into the top of the pine cone as he walked. When the elevator doors closed on him, Teddy and Peter stood there staring after him.

"Huh," said Teddy. "Looks like he actually did bring some snacks. Or tree snacks, I suppose."

"Yeah," Peter said with a nod. "Thanks for your help, Teddy. We weren't doing well."

"No problem," Teddy said, waving off the praise. "It's good to be helping. Speaking of which, you want some help taking your stuff up?"

"Oh, sure!" said Peter.

Teddy nodded and picked up the two boxes Peter had already brought inside and the two of them headed for the elevators. "How did you do that, anyway?" Peter asked. "Could you understand him?"

"Nope. Not a word," Teddy said with a shake of his head. "He seems like he could only say those three words, but there's enough emotion behind it that I could make some guesses."

"Wow. Cool," said Peter as he freed a hand to call an elevator for the two of them.

As they made their way up to the fourth floor, Teddy asked Peter about his summer and they both chatted as they rode the elevator. The doors opened when they reached the fourth floor.

"I'm in room 404," Peter said, pointing down the hall.

"Right behind you," Teddy said.

As the two of them walked down the hall, Peter saw something in the corner of his eyes. The door for room 403 was opened just the smallest crack. His eyes focused on the opening and… he couldn't be sure, but he thought he saw something standing there in the darkness. There was a tiny glow from one point in the gap, almost like the shine in an animal's eye at night. However, before he could be sure, the door immediately slammed shut.

"Huh? Teddy said. "What was that?"

"I…" Peter said hesitantly. "I think that was my neighbor."

"Really? Well, I guess you'll meet them later then." Teddy had an optimistic expression on his face.

Certainly couldn't hurt, Peter thought. We'll be living close together after all.

When they reached room 404, Peter turned the handle and let the both of them in. He couldn't keep the expression of awe off his face. The room was much bigger than he had been expecting. One side of the room was a plush-looking bed with a bedside table next to a pair of sliding wooden doors that probably led to a closet while the other had a dresser and a desk with a rolling chair. The wall opposite from the door had a large glass sliding door with drapes that led to a small balcony with a good view of the front yard of the dorm. The bare walls only seemed to make the whole place bigger, but Peter had lots of posters to cover the walls with.

Clean sheets and blankets were stacked on the bed as well as two plastic packages. Each held a folded full uniform for SLA. Khaki pants, a white button-up shirt, a blue and red striped tie, and a burgundy blazer. Peter couldn't wait to try them on for the first day of school.

On the desk was a keycard with Peter's name and picture on it. As soon as Peter saw the card he cringed. He looked terrible. His hair was messy, his expression was confused, and he hadn't been ready when the photographer took the picture. He'd begged to take it again, but the photographer had just gotten annoyed and nearly shoved him out the door. Peter hurriedly put the card in his pocket before Teddy could see it while Teddy put down Peter's boxes.

"Well, there you are," Teddy said, turning back to him with a smile. "You want any help unpacking?"

"Really?" Peter asked. "Don't you have to worry about unpacking your own stuff?"

"I've been here since the early morning," Teddy said with a shrug. "I'm already set up. I don't mind helping you."

With a beaming smile, Peter nodded in acceptance.

The two of them worked together to open up Peter's boxes and set up his room. When Teddy opened the box that happened to contain all of Peter's Pro Hero posters, Peter was a little embarrassed. His worries were put to rest, however, when Teddy showed himself to also be a hero fanboy and they spent nearly a half-hour just talking back and forth about their favorite heroes. Obviously, Peter's favorite was Iron Man. Teddy's favorite was Captain America (which wasn't surprising, lots of people loved Captain America), but he was also a fan of She-Hulk).

As Peter was setting up his desk lamp and knick-knacks, he received a text from Ned that he and his parents were on their way to SLA. This led to a new conversation of Peter telling Teddy about Ned and all of the science-y shenanigans the two of them had had in the past. Both Teddy and Peter were both laughing when Peter talked about the solid two months when he and Ned were fascinated by space travel and astronaut food. The freeze-dried cheese pizza had been an absolutely terrible idea. The freeze-dried blueberry yogurt, on the other hand, had been pretty tasty.

Peter was about to launch into another story as he arranged some books on his bookshelf, but he was cut off by the sounds of a loud engine coming from outside. He craned his head around Teddy and stole a glance out the window. His eyes widened.

"Whoa," Peter said. He darted around Teddy and shoved the window open, staring at what had just pulled up in front of the dorm building.

It was a car, but not just any car. A classic-model black muscle car, the kind that Peter had seen in countless movies made before the dawn of Quirks. It was the kind of vehicle that could usually be only seen in museums. Or Tony Stark's garage, Peter considered.

"That's a sweet ride," said Teddy, leaning a little forward behind Peter. "Any idea what kind it is?"

"No," Peter said, shaking his head. "I don't really know cars by sight."

The engine turned off as the car settled at the curb. The door opened and the boys saw the driver climb out. They were shocked, to say the least. Where they were expecting to see an adult, they instead saw a young man their own age. He was dressed head to toe in black, with a dark leather jacket on top of dark jeans. His hair was odd too with an odd skunk-tail coloring of black on the sides of his head and a bold streak of white down the center. Despite the fact he was their age, this boy also had a scruffy goatee on the end of his chin.

I can't even grow chest hair and this guy has a beard, Peter thought bitterly. How is that fair?

The newcomer walked around to the back of the car and popped open the trunk. He pulled something out before unfolding it on the sidewalk. It was a wheelchair. Peter's eyebrows climbed up his forehead as the newcomer pushed the wheelchair to the side of the car before opening the door. He leaned into the passenger side of the car and, when he stepped away, there was a boy held protectively in his arms. The boy couldn't have been older than seven, with big bright eyes and a wide gap-toothed grin. He was talking excitedly about something as he clutched a small stack of comic books tightly to his chest. Peter couldn't hear what was being said, but he could clearly see the excitement in the young boy's face as he stared at the dorm in the same way that Peter had just a short while ago.

As the two brothers — as it seemed pretty clear that's what they were — made their way toward the front door, there suddenly came the sound of another, much different engine. Peter and Teddy both looked up and down the street, but there was no sign of any other incoming vehicles.

Then the young boy pointed up at the sky at the same time a shadow was cast upon the ground.

"Holy…" Peter breathed, scarcely able to believe what he was seeing.

"Cannoli…" Teddy finished, staring with wide eyes. "That's not something you see every day."

Before their eyes, an incredible flying craft flew over the dorm building to lower itself to the road. It was triangular shaped with rounded edges A set of rotors spun inside the wings on each side of the craft and the nose had a darkened glass canopy around the co*ckpit.

"That's a Wakandan aircraft!" Peter said excitedly as his heart began thumping in his chest. "I remember seeing an article about one in a science magazine!"

As the aircraft settled on four spike-like legs, Peter could see a ramp extend out from the back. Moments later, a line of four dark-skinned people walked down the ramp and down the walkway toward the school. The three in the back wore white robes and were carrying an array of suitcases, but the lead figure was different. He was a young man dressed in dark silk robes. He stared up at the dorm building with piercing eyes, as if he were analyzing it for threats or weaknesses. Peter swore that the young man even looked at him as he led his strange caravan to the curb.

The Wakandans were stopped by growled words from the older of the two brothers. He glared at the head of the newly-arrived group and made various gestures toward his sports car as well as the aircraft landing strut that had touched down only a few inches away from scrapping the car's front bumper. The young man in dark silk gave him a stiff bow and said something back that only seemed to make the driver more aggravated.

"Well," said Teddy, backing away from the window, "I should probably go make sure they don't kill each other. I'll see you later, Peter." Then he turned and left Peter's room without another word. Peter watched him go before returning his attention to the outside.

This is going to be one heck of a year.

What do you know? The Professor knows how to run his brain and his mouth, Tony thought grumpily, shifting position as he sat against one of the Mansion's many chimneys. From this spot of rooftop he had carved out for himself, he had a great view of the sun lowering in the sky, inching closer and closer to the horizon and the end of move-in day. He could get used to seeing a sunset like this. Shockingly, it seemed he had found some singular way that a skyscraper penthouse wasn't superior to a country estate. However, that didn't make up for the company. Down on the lawn in the backyard of the mansion, Professor Xavier was holding court over the children of the new freshmen class of SLA, giving them their orientation address.

He was presenting the kiddies with the usual welcoming spiel, talking about how 'this academy has produced some of the finest heroes the world has ever known' and 'you must be prepared to go beyond your limits' and 'you are now part of a heroic legacy going back decades' and all that other mumbo jumbo.

Tony, on the other hand, was hanging out on the roof, wearing his full armor and waiting for his cue to come down. In celebration of having the Number One Hero on their staff, Xavier had given Tony the 'great honor' of giving a welcoming speech to inspire the new students before they started class the next day.

Tony just kept tripping over that word.

'Inspire'?

How the hell was he supposed to inspire these kids? Tony Stark didn't inspire. He boasted and bragged and irritated. If he ever wanted to inspire someone, he'd just write a six-figure check with the message 'go get em!' Tony shouldn't be trusted to give speeches about duty, honor, or calls to action. That had always been Steve's department.

He 's the one who should be here. He'd be a better Number One. He'd…

Tony squeezed his eyes shut, trying to force himself away from those thoughts. There was no point. Whatever being or cosmic force or sheer act of chance ran the universe had already decided it. Steve wasn't here and, by some sort of sick prank, Tony was.

The current Number One Hero swallowed and lowered his head, catching his helmeted temple in his hands before letting out a tired sigh.

"Are you alright, boss?" asked FRIDAY.

"I'm fine," Tony answered. "Just…" He left the statement hanging for a few moments, before repeating, "I'm fine."

"Alright," she said after a pause.

There was the ping of a new message on his HUD and he opened it by focusing his gaze. A window was projected before him with lines and lines of text.

"I noticed your readings were showing that you were troubled about the upcoming orientation," FRIDAY continued. "I hope you don't mind, but I took the liberty of making a speech for you. I know how much you hate scripts, but I thought it might help."

Tony glanced down the speech before he rolled his eyes with a scoff.

"FRIDAY, this thing reads like a Saturday morning cartoon."

"Well, I gave it my best," she said, sounding offended. "My job is keeping you alive, not writing speeches. If you want a better one, maybe you should dust off that PR bot of yours."

Tony shuddered. "Absolutely not," he said with a shake of his head. "The last thing I need is another decorum lesson with NIGEL. Can't stand that guy."

There was a pause before FRIDAY responded "Yeah. Me neither."

Tony looked at the script again. It wasn't that good, but who cares? These were toddlers he'd be talking to. They wouldn't know any better.

"Thanks, FRIDAY," he said after a long moment.

"You're welcome, boss," she said. She sounded like she was smiling.

Before Tony could read more of this speech, there was a sudden and entirely unwelcomed voice in his head.

)Tony? Tony, what are you doing? That was your cue.(

A shudder traveled up Tony's spine at the sudden psychic message from Xavier. He gritted his teeth and stood, making another mental note to steal Magneto's helmet so he could analyze and replicate it as soon as possible.

"I'm coming, I'm coming," he muttered to himself. After shaking out a bit of stiffness in his left leg, he took a running start and jumped off the roof toward the front of the mansion. Tony immediately activated his thrusters and took to the air, flying high over the mansion. His audio receptors could pick up the shocked gasps and yells from the assembled students below. A small smile crossed his face and he indulged in a little display of airborne acrobatics, pulling off loops and corkscrews in midair, simultaneously entertaining the new students and stalling for time until he inevitably had to actually speak to them.

)Whenever you 're ready, Tony.(

Tony sighed and muttered under his breath. Xavier didn't sound particularly amused with his impromptu air show. Tony finished his latest maneuver, a Reverse Half Cuban Eight that he was particularly proud of, and rolled until he was hovering perpendicular to the ground. The crowd — as small as it was with approximately fifty kids — clapped and cheered as he slowly drifted down to earth. Xavier was hovering next to the concrete railing of the mansion's opulent back porch with a wooden podium and microphone in front of him. Several other teachers were sitting in chairs near Xavier's spot. A few of them were giving polite claps to Tony's performance, including Ms. Pryde and Nightcrawler. Magneto, however, just sat with his arms crossed as he glared at Tony and, thank God, Emma Frost was not in attendance this evening.

After a smooth and controlled descent, Tony touched down on the antique stonework of the castle. He gave a wave to the cheering children as he nodded to Xavier. The headmaster nodded with a small smile and moved his hoverchair away from the podium, beckoning for Tony to take his place. With a bit of trepidation, Tony walked to the podium and tapped the mic, letting the feedback fill the backyard.

"Hello. Hey," he said into the microphone, letting his voice carry. He could see dozens of phones snapping pictures of him or recording footage. The whole world would probably know that Iron Man was a teacher at SLA within the next thirty minutes. "Thank you all for coming out here tonight. How are you all doing?"

Raucous cheers and applause greeted his question.

Tony focused on FRIDAY's script again and pulled it up onto his HUD. With an internal wince, he began. "I am very thankful to Professor Xavier and to the faculty of the Stan Lee Academy for extending to me this wonderful opportunity. As you can probably gather, I shall be starting as a teacher at this academy, effective immediately."

There were more cheers. The kids looked ecstatic at the idea of Tony teaching them.

"But this…" Tony paused to give an almost silent groan at the next sentence. "This day is not about me, however. This day is about you. You, who have decided to come to this campus and leave the comfort of your homes. You, who have decided to become a hero to do your part in bettering society. I'm sure you're all as excited to be here as we are to start teaching you."

A few students gave whoops of agreement. At least they were getting something out of this.

"There are very few times in a person's life where they feel truly elated," Tony continued. "The day you enter an academy such as this is surely one of those times. Not only at the amazing things you will learn, but also the amazing things you will go on to do. Why, I can remember when… when…"

Tony stopped and sighed. This didn't feel right. He didn't feel right saying it. He stared down at the mic and sighed. With a few glances, he moved the speech off of his HUD. It was time to fly blind for a little.

"Okay, to be honest," Tony began, "I don't have the best memories involving academia. I only spent one semester in high school when I was thirteen and that couldn't have gone by any sooner. I was solving college-level math problems for fun while other kids were struggling to get through Catcher in the Rye. It was a nightmare."

Lots of kids laughed at that. Their laughter made Tony smirk. Maybe this might not be so awful after all. He looked out over the crowd, his optical sensors logging their faces and looking for one person in particular.

"And, while I'm still giving this whole honesty thing the old college try, your time here won't be all sunshine and rainbows. It's gonna be tough. And it's gonna suck sometimes. And the job of being a Pro Hero is just as rough. Countless hours training. Sleepless nights investigating leads that might end up going nowhere. Weeks spent in the hospital because you jumped into a situation you weren't prepared for. Sometimes… sometimes it won't even feel worth it."

A hush settled over the crowd. A few kids were looking at each other with confusion and Tony could almost feel the gazes of the teachers drilling into the back of his head. He hadn't intended to get on this topic. Damn it, this was why he didn't speak in public anymore. Years of just telling news crews 'I'm not taking questions' had numbed his abilities in this department.

Before he could take the time to try and get himself out of this verbal dead end, a sudden alert popped up on his HUD. The kid had been detected and Tony's optics focused in on him. Peter stood in the middle area of the yard, flanked by his school friend — was his name Nick? Nate? N-something? — on one side and the large green boy from the Practical Exam on the other. Peter was staring up at him, his face drawn with concern as he listened. Tony could swear that, despite the distance, they were still staring eye to eye. And despite everything Tony had just said, there was still that shine of admiration in Peter's gaze.

Tony was barely even aware that he had opened his mouth to speak once again.

"But then… on some normal as hell day, you'll run into someone. Either you save them from a burning car, you rescue them from some muggers, or maybe you just happen to see them on the street. They're… they're gonna look at you with the most sincere eyes you've ever seen and they're gonna say 'you're my hero'. And…" Tony paused to swallow. "In that moment, if you can see yourself the same way they see you… it's gonna be the best feeling in the world."

The crowd was silent, but it was a different kind of silence than before. There wasn't confusion. There wasn't worry or trepidation.

There was hope.

"So, each and every one of you needs to get yourself ready. You need to build yourselves into the kind of heroes you want to see kids looking up to. But before any of that…" Tony chuckled a little and leaned forward. Even though he faced the crowd, he only had eyes for Peter.

"Buckle your seatbelt, kid. It's gonna be one hell of a ride."

Chapter 14: Kobayashi Something-Or-Other

Chapter Text

David sat in the 1-A classroom, trying to hold it together. Every minute brought the start of class closer, and the room was slowly but steadily filling with students.

David had followed his normal morning routine. Wake up at 5:00. Run for one mile. Come back for a quick shower and some caffeine. Get changed and be the first one in the classroom.

He had performed his routine perfectly and managed to avoid running into any other student all morning. But that didn't do much to change the effects of his Quirk.

Every time a new student walked in, he was struck with new knowledge and it was starting to overwhelm him. He had barely had time to absorb any new information before someone different stepped into range of his Quirk.

Languages he didn't even have names for.

Fighting techniques passed down and refined through generations.

Charts on skeletal and muscular structures for both humans and predatory animals.

How to create mechanical devices powered by low-yield arc reactors.

How to calculate optimal video-posting schedules.

Enough movie trivia facts to fill several books.

The vague feeling that there were countless pairs of eyes focused right on him.

Knowledge on diplomacy and how to… govern a country? No, a kingdom.

It was too much.

"Calm down, David," he murmured to himself. "You got this. You can do this."

"Dave, you're talking to yourself again." He opened his eyes and shot a look at the girl sitting next to him. Noriko flicked a lock of electric blue hair out of her face as she scribbled in her notebook before glancing up at him. "Try not to totally lose it on the first day of school, Brainiac. Let's wait at least a week before setting something on fire."

"Just trying to hype myself up for day one of SLA, Nori," he said, affixing a confident smile to his face and adjusted his glasses in a way he hoped came across as co*cky.

"Of course you are," she said with a roll of her eyes. "You can't wait for the lesson to start and then you can get your big brain working. Just like always."

"Can't you let yourself be just a little excited, Nori?" he asked.

"Excitement just sets you up for disappointment," Noriko said. "I'll stick with smug satisfaction when everything goes horribly."

"What is up, Axe-Gang?!" a new voice suddenly exclaimed from near the back of the room.

David jumped and spun around.

A boy with painstakingly disheveled dirty-blond hair stood against the back wall, flashing a serious of strange hand signs at the phone he held in his outstretched hand. "I am coming to you live from the coolest place in Empire City! Your boy is finally in SLA, baby! And I'm here to answer the question that everyone has on their minds… what sort of hotties do they have stashed away in here? Well, let's find out!"

With a burst of speed that David wasn't expecting, the boy sprang forward down the lane and dropped to his knee next to the desk of an incredibly pretty girl with pale blond hair in a long ponytail. She had been checking through her pencil pouch before he interrupted her.

The boy grinned cheekily into his phone as he angled it so the girl was the focus of the video. "Exhibit A: absolute cheerleader over here! Ten out of ten! I'd absolutely have her as a future ex-girlfriend!

By now, every student in the room was staring at this boy. As the words left his mouth, David could feel a stunned silence descend over the room. A sense of disbelief that they were actually hearing this. Heedless of the effect he was having, the boy sprang to his feet and skipped through the line of desks to get to the next row.

"And, as proof that this school takes all types, we have Exhibit B!" he said into his phone as he dropped to his knee by another student's desk. David had seen her come in several minutes ago and was embarrassed to admit he had stared for a bit. She was a very slight girl with a timid posture, her head trying to tunnel into her shoulders as she entered the room. Her facial features were slightly elongated and canine, giving her a short muzzle and pointed ears. Her face was also covered with coarse brown fur with red hair atop her head. When the boy came to her side, her dark eyes widened in shock before she buried her face in her crossed arms. "Definitely a six out of ten for me personally, but I know some of your freaks are into stuff like this!"

The girl let out a fearful, keening whine that stabbed David right in the heart. Others in the room were now glaring at the boy. Some were even starting to rise from their chairs, outrage written plain on their faces. Blind to everything but the phone in his hand, he stood and continued. "And now, Axe-gang, if you'll turn your attention to Exhibit-!"

ZAP!

David jumped when a thin bolt of blue lighting streaked through the air to connect with the asshole's phone, causing it to burst in a shower of sparks and silicon. The boy stared at his ruined phone in shock before a high-pitch squeak crawled up his throat. Davin spun around and stared at Noriko, who blew on the tip of her index finger like a cheesy Western hero.

"What the hell, bitch!" screeched the boy as he rounded on Noriko. "Do you know how expensive that phone was?!"

"Real sorry about all that," said Noriko, looking thoroughly unrepentant. "My Quirk tends to act up from time to time. Honest mistake. It was insured, right?"

The other boy let out a string of incredibly vulgar and disrespectful words at Noriko. David knew from personal experience that she had heard worse, but he was certainly taking offense at the way this asshole talked to his best friend. David stood and opened his mouth to take this guy down a few pegs.

That was the moment when a woman suddenly walked through the whiteboard at the front of the classroom.

"Alright everyone, lets simmer down and get started for the day," she said, taking her place at the front of the room.

Several people spun around in shock at her sudden appearance.

David sat back down, absorbing the knowledge of several new fighting styles, coding languages, and investigative techniques while feeling relieved that an authority figure had arrived.

"Kate! Hi!" said a girl with long scarlet hair sitting near the front, smiling and waving. Their teacher focused on the girl and slightly lowered her glasses.

"Jean," she said slowly. "I'm as thrilled as everyone else that you're here, but when we're in the classroom, it's Ms. Pryde. Please try to remember that."

The girl shrunk slightly, looking chastened. "Sorry, Ms. Pryde," she said obediently.

Ms. Pryde nodded and then turned her attention to the roll sheet. "Now," she said, "I'm hoping that all of you in this room are supposed to be here. My name is Ms. Pryde, also known as Shadowcat, your homeroom teacher. I'm going to start by taking attendance. I'd like you to let me know when you hear your-"

"Hey Teach!" shouted the wannabe streamer.

Ms. Pryde glanced up at him and blinked.

"Yes, Mister Cluney?" she asked.

"This crazy punk chick blew up my phone!" the now-named Cluney bellowed, pointing an accusatory finger at Noriko. "I want her prosecuted!"

Ms. Pryde's expression did not change as her eyes turned to Noriko and then back to Cluney. "And what were you doing with this phone when Miss Ashida destroyed it?" she asked simply.

Cluney opened his mouth, but hesitated before he could say anything.

A moment later, David heard himself speak up. "He was recording the girls in the class and grading them for his stream."

"Shut the hell up, nerd!" Cluney snapped.

"Hey, f*ck you!" Noriko snapped, half standing from her seat.

"He was harassing Tandy!" a boy near the back of the room yelled. Other voices starting to speak up, either rebuking Cluney or corroborating David's statement. For a moment it seemed that chaos would descend on the class before Ms. Pryde cleared her throat and raised her voice.

"That's enough!" she snapped. Everyone froze and shut their mouths. When she was satisfied with everyone's silence, she said, "Mister Cluney, I'm sure you must be aware that video recording is not allowed on school grounds. You must also know that the punishment for violating the confidential nature of this academy can be quite severe, up to and including expulsion."

Cluney suddenly looked a bit pale.

"And without even taking that into account," Ms. Pryde continued on, "I'm sure you know that recording people for purpose of posting footage on the internet without their consent would lead to harsh penalties. This is something I'm certain you would be aware of, correct?"

She let that statement hang in the air. She didn't smile. Didn't frown. Just stood there and stared down Cluney, looking as impassive as a waiting gallows.

The boy swallowed.

"So, Mister Cluney," she finally said, "after recalling all of that information that you are already aware of, is there anything you would like to tell me?"

Cluney quailed under her gaze before dropping his chin into his chest. "No, ma'am," he said, taking a step away from the shards of his phone.

"Wonderful," she said with quick nod. "Now, if everyone could kindly take their seats. We are already running behind and we haven't even finished the roll call. Now then, David Alleyne?

David shook himself out of his stupor and raised his hand. "Here."

"Teddy Altman?"

"Here," said a large boy with green skin.

Noriko leaned closer to David while keeping her eyes focused on their teacher.

"I like her," she whispered. "Definitely not like the stuffy professors I was expec-"

"Noriko Ashida…" Ms. Pryde said, making direct eye contact with Noriko.

"Here!"

After attendance was called, Ms. Pryde told them to change into their gym uniforms and meet in Danger Room B. Danger Room B turned out to be one of the two Danger Rooms in the basem*nt of the mansion. Soon, David and Noriko stood with all of their classmates as Ms. Pryde activated the huge metal door to the Danger Room and lead them inside.

The new room was a little auditorium, only just smaller than the classroom they had recently left with chairs for all of them. At the front of the room, instead of a whiteboard, there was a large window looking into an empty metal room. Next to the window was a large red button and a door.

"Take your seats, everyone," said Ms. Pryde. Everyone did as she asked, but David could hear lots of confused murmurs as the class settled in. "All of you went through the Practical Exam earlier, but I want to see more of what you can do. That's why I've put together a… let's call it a pop quiz."

She pressed the red button and there was the shimmer of activating holograms in the room beyond the window. While it was still mostly featureless, a few changes had been made. Opposite of the window, there was now a large pit with a metal cage hanging precariously over its depths. A beautiful woman in a white dress stood inside the cage, looking terrified. Next to the pit there was a control console with a cartoonishly large lever and standing beside it was a grinning man wearing a purple mask and a lab coat.

"In the next room," explained Ms. Pryde, "we've cornered the villain, Dr. Malpractice. He has a hostage and has threatened to kill her if we don't let him go. You will each take turns and enter the room to deal with him. Your objectives are to both rescue the hostage and capture Dr. Malpractice. Use whatever means you wish to accomplish your objectives. You will be observed and graded appropriately." She pulled out a clipboard, leaned on her back foot, and clicked a pen. "Now, who would like to go first?"

The next several minutes were brutal. When she first asked for volunteers, many students raised their hands. Quite a few even stood up. Despite how insistent many of those volunteers were, Ms. Pryde seemed to have her own plan for who would go. She selected David quite early on, even though Noriko sat right beside him holding her gauntleted arm high.

One by one, the students entered the test room. Moments later, they exited with a buzzer announcing their failure while the room reset itself for the next attempt. It didn't seem to matter which approach they took. Several students attempted to close the distance with Dr. Malpractice, but the villain only responded by dropping his hostage down the pit when they were halfway across the room. Teddy Altman, Danny Rand, Rahne Sinclair, Abigail Boylen, and David himself were unable to reach the villain before his hostage was eliminated. Another student, Flash Thompson had smashed his fists into the ground to create a shockwave, but that had just resulted in the hostage dropping again by his own hand. The melee fighter who came the closest to accomplishing their task was T'Challa, the source of the future-monarch education David had felt before. T'Challa – no last name – had managed to leap across the room and knock out Dr. Malpractice with a kick to the head, but that had only caused the villain to pull the lever as he fell

Those who tried engaging the villain from a distance met with little more success. Tandy Bowen had thrown daggers made of light. Axel Cluney had spit acid. Kamala Khan had stretched her arm to incredible lengths and Kate Bishop had attacked the villain with a bow and arrow. Every time their attack resulted in some sort of movement that caused Dr. Malpractice to pull the lever and execute the hostage.

One student had approached the test in a different way. Peter Parker had leaped forward across the room, but not toward the villain. As the lever mechanism dropped the cage, he fired some sort of cords (the chemical formula for which David had forgotten when Peter entered the test chamber) to stick to the hostage's cage. While Peter reeled in the cage, Dr. Malpractice ran out a hidden door in the wall, cackling maniacally. As a result, Peter had saved the hostage but was still greeted by the failure buzzer. More students after him managed to save the hostage, but none could do both.

The students handled failing this pop quiz in a variety of ways. Some were resigned, like Peter and Teddy. Abigail had reacted only with a shrug. Others were irritated and asked for a do-over, like Kamala and Tandy. Flash, however, was so incensed that he had tried to reset the room himself and take an extra turn. Ms. Pryde had done… something with her Quirk that left Flash standing angrily in the corner with his legs sunken up to his knees in the solid floor.

All the time the test was going, David watched the window and observed. After the first few attempts, an idea had sprung up somewhere in the class. One of the students around him had learned that this test was designed to be unwinnable; the test was rigged. David had dismissed this thought at first, but then more minds kept coming to the same conclusion. The more David saw, the more he began to believe it. He was fully convinced when he saw Kei Kawade's attempt. The short boy released a sketched monster from his notebook that slammed into Dr. Malpractice like a freight train. It only lasted for an instant, but David saw the villain's arm bend and stretch out in a way that was very unnatural to 'accidentally' strike the lever and drop the hostage.

This school doesn't mess around, David thought to himself. But why give us a rigged test on the first day?

Ms. Pryde, who was starting to look a little antsy for some reason, finally called on Noriko. The blue-haired girl bounded to the door in her eagerness to show up everyone else. Stepping into the room, Noriko grinned and flexed her hands to ready her quirk.

Noriko Ashida: Quirk — Dynamo

Every beat of her heart creates an electric charge that accumulates inside her body. While she is able to release this electrical charge on command, she needs her gauntlets to control and regulate the stream of electricity.

After letting bolts of electricity jump between her fingers, Noriko lunged forward and sent out a lightning bolt at Dr. Malpractice. The villain only had time to blink in surprise before he was suddenly convulsing from the electric shock, his limbs went in every direction. As David expected, one of the villain's arms shot out and his wrist connected with the lever.

It may be weird to say, but David was starting to be slightly numb to the sound of the captive woman's scream as she fell to her digital demise.

Noriko stomped back into the test room and sat down next to David with a huff. Her gauntlets clanked together as she crossed her arms and she stuck her bottom lip out in an angry sulk. David couldn't help but smirk as he leaned closer to her.

"It's okay, Nori," he said.

"I swore I had this one," Noriko growled. "It just doesn't make any sense."

"Don't worry about it," David said with a half-shrug. He leaned closer and lowered his voice. "I think the test is rigged anyway."

"WHAT?!" Noriko shrieked, leaping out of her chair. The whole class spun around to face her.

Ms. Pryde glanced up from her clipboard. "Is there something you'd like to add, Miss Ashida?"

"What the hell are you doing giving us a rigged test?! We all aced the Entrance Exam! We deserve to be here!" Noriko yelled back.

Silence hung in the air after Noriko's declaration. Students looked back and forth between Noriko and Ms. Pryde.

Finally, amazingly, Ms. Pryde smiled.

"Thank you, Miss Ashida," she said, clicking and stowing away her pen, "for being the first to speak up about it. I was starting to run out of hope."

"What?!" said several students at once.

"So, I was right?" said Kamala. "This test was cheating?"

"Of course," Gwen Poole said with a shrug. "No better way to start a hero school than a Kobayashi Maru-style test. At least she didn't threaten to expel anyone."

"Damn it," muttered Elena Rodriguez, who hadn't had the chance to go yet. "I was certain I'd be able to beat the system."

"Me too," said Tyrone Johnson.

"Wait! What?!" demanded Kei, who was hurriedly looking back and forth. "That was all fake? I just thought Ms. Pryde really hated us!"

"I am Groot," Groot said in agreement.

"This was one of Magneto's mind games," said Ms. Pryde, putting away her glasses. "He wants new students to be faced with the prospect of failure early in their education. For us teachers, though, we time how long it takes someone to speak up about it." She checked her watch and winced before striding to the door, pausing only to pull Flash's feet out of the floor. "Now, if we all leave quickly, we might just get out before-"

The doors to the Danger Room opened, revealing a man dressed in metallic gray armor over dark spandex. He gave Ms. Pryde a superior smirk through his plexiglass helmet as he leaned against the doorway.

"…before exactly that," Ms. Pryde said through gritted teeth. The man made a show of checking his watch and clucked his tongue.

"Not looking so hot, Kitty. Did you get yourself a class of slowpokes this year?

"Lance," said Ms. Pryde, making it sound like a curse. "Did your students actually figure out the purpose of the test this time or did you just cave and spoil everything."

"Oh, you wound me, sweetheart!" the man said, clutching at his chest dramatically.

"I can do a lot more than that," Ms. Pryde snarled, stepping closer until her nose was almost touching his visor.

"I'm sure you can, Kitty," he said with a grin. "But to answer your question, the students of Class 1-B were perfect angels. Perfect, brilliant, capable angels. I have a mighty fine crop of students this year, if I do say so myself." Somehow, his grin became even more smug. "And I do believe that means I am the winner of our little bet, Kitty. I'm really looking forward to my prize."

Ms. Pryde looked, in David's opinion, as if she were actively considering murder. "I swear Alvers, one day I'll drop you into the Earth's core."

"Maybe, but until then I'll just keep rocking your world." He jabbed his elbow into the doorframe and David swore he felt the vibration travel through the whole room. "See you around, Kitty," the man said with a mocking salute before he left, chuckling to himself.

Ms. Pryde stood there for a time, her hands balling into fists as she breathed slowly and deeply through her nose. "Class is dismissed," she said tersely. "See you all tomorrow." Then she stalked off, the hallway echoing with the click of her shoes. The class was left standing in silence for several moments.

"Do you think all the other teachers are going to be that intense?" asked Kate.

"God, I hope so!" Kamala squealed happily.