Sithicus: Well I hope it's one hell of a climax at least lol. Glad I got MJ's feelings on this out there and that they had an effect. Yeah I just had to get Ben and X23 together at least once, and you bet it's tough knowing you're a clone.

Janusi: Yeah I know but since they never posted up a warning or that it's on the guidelines I'm still responding. But then again a few of the rules they've made haven't made much sense either. But I hope for the best.

BlazeStryker: Well looks like that review rule isn't happening so that's good. I don't like Ranma I tried the comic but I just didn't like it. But I don't plan on killing Ben.

Dacl73: Oh thanks for clearing that up, and I hope I do pull it off nicely.

Damon Rhodes: It's AGU, and I wanted to do something different with X23 I like to make my work stand out with being original.

Silver Warrior: Yeah I went a different rout given Ben is considered Peter's 'brother' so why not? Plus I think that might be the relationship they're going for in the comics with X23 and Logan.

Thanks to: Ldypebsaby, nightbug08, Sean Malloy-1, Aaron, Lady Suneidesis, El Varon, GothikStrawberry, The Uncanny R-Man, qwerty, Slayven, Akira Stridder,

"To all good things, must come to an end…"




Kurt and X23 found themselves in the darkened church, up front they saw an alter with black candles and on it was Peter still in costume and tied down to it with heavy looking chains. "There!" She shouted and ran forward.

Peter heard that and turned to face the noise, "Guys watch out it's there's someone else here!"

But it was too late and out of the shadows Shadow Spider leaped out, kicking her in the side. She was launched into one of the pews shoulder first. She didn't know why she didn't smell him, in fact she could smell the candles and the dust and muggy air of the old church but not him. Either he had no sent or it was so mild everything else was getting in the way. She hadn't even heard him, but she felt his kick. Kurt leapt in and tried to tackle him but he was fast and stronger then he thought.

"Foolssss you can't sssstop what is to come." He hissed out. "I will have his blood."

"His blood?" Kurt asked repulsed at the idea.

"Blood is life, my kind were created to feed on those like him, with his blood I will regain my strength and full power. I will live on as the last of my kind but I will not be for long. I will make more with his blood and this world will be ssssswallowed by The Ssssshadows."

"You can not sssstop what is to come, I am but the first of many and even if I die more will come and darknessss will sssswallow the Earth."

"I don't know what you are talking about but I don't like the sound of it," Kurt said staring at this strange person.

"Hey! A little help here!" Peter yelled out.

"Oh X23 get him out I'll cover," Kurt yelled and she didn't need to be told twice.

Shadow Spider just laughed, "You think a little girl will be able to get him out? If he can't break it then how can she? Well no matter time to tare you and the girl apart then I'll get to him." He tore off his cloak and underneath was all black skin that seemed to meld with the shadows, with long red veins running all over his body. Also Kurt nodded that he had two more sets of arms that had been wrapped up under his cloak around his torso. He leapt at Kurt who promptly ported out of his reach but the creature quickly turned and leaped again fast. Kurt barely had time to teleport to the rafters.

He thought he was safely out of reach before it leaped up to his level, from its mouth it spewed a black web like substance at the rafter he was on and with great strength ripped it right under him. Kurt fell but teleported himself safely to the ground. He soon found Shadow Spider coming after him without losing a beat.

Meanwhile X23 reached Peter and unleashed her claws that easily cut through the chains. Peter broke out of them and groaned getting up, his body ached from the fight and from laying down in the same place for too long. "Thanks I owe you one."

"No, I was just making sure this time I got it right, I think I still owe you a few more times." She gave him a little smile and he got up. And both saw that Kurt was in trouble trying to stay ahead of Shadow Spider.

"What do you say to some team work?" Spider-Man asked the teen she just growled and ran forward, "Okay we'll work on the teamwork thing later." He jumped into the fray as well but he learned that if this Shadow Spider was dying he sure was fast and strong for a dying creature.

He had been grabbed by one of the many arms and thrown into a pew surprisingly next to Kurt, "We're not doing so well are we? Shouldn't you be better at this kind of thing? You know spider versus spider?"

"Well I had my ass kicked and tied up for hours, what's your excuse?"

"Uh…Pulled muscle?" Kurt offered with a smile.

Peter shrugged, "I'll buy that, well we should get up and help her." They looked to see X23 fighting full out with Shadow Spider and it was fast and furious battle. "That is…if she needs it." Peter muttered seeing it. At one point she cut his chest with a foot claw and black blood oozed out of it. He hissed in pain and with his sharp taloned hands slashed her face.

"Okay that's it!" Peter yelled out kicking him in the back, "No one hurts a kid on my watch!" Kurt leapt onto the back of their enemy.

"That goes for me too," Kurt ported him up into the air and dropped him. He fell onto his back only to be met by a punch to the face by Peter and later another kick by Kurt. The two doubled teamed him as he tried to fight them off.

X23 had been blinded from the blood in her eyes but that stopped when the cuts healed over and she managed to wipe it clean. She looked at the thing in the battle and she could tell it wasn't human. This thing tried to hurt and kill the man she owed so much to, tried to break the closest thing to a family she ever had. She let her rage take over and when Peter took a nasty shot to the ribs she roared out and slammed all her hand blades into his back.

It cried out as its dark blood poured out and she saw its skin start to go solid. It slowed down and then it just stopped as its blood stopped coming out of it. It just stopped like a statue and then she saw cracks forming on it, it looked like it was turning brittle. She pulled her claws out and its skin now looking more like a hush cracked and shattered.

Kurt and X23 just stared in surprise at what happened to it. "Mein gott," Kurt whispered out. "What was it?"

"Whatever it was it wasn't human and its gone now," Peter groaned trying to get up. "Crap I think he broke a rib or two." X23 went to help him stand up, "Thanks, well let's get out of here, I'm by the sounds of it outside the others need out help."


The others were already hip deep into the battle. The others had managed to join in as the X-Jet found a landing area and soon the Goblins were out numbered. But they still fought on viscously as ever if not more so. The place a turning into a battle ground as the four Goblins flew in the air causing much chaos and devastation.

Cyber Goblin was trying to fly down Angel, "Come on bird boy stay still and I'll make it hurt less." He grinned. Angel was flying but he wasn't running he was leading him. He smiled as he saw just the person he needed. He flew close to the top of the church and dodged a few of those bomb things. Cyber Goblin flew with him but he was so focused on Warren he didn't see the man perched above him. Logan grinned and jumped down right on top of him. "What!" He tried to attack Logan but he sliced off his metal hand, "Not again! Do you have any idea how hard that is to replace?"

"Ask me if I care," Logan growled out as they continued to fight but neither one of them were looking where the glider was going. It grazed one of the peeks of the church towers causing it to fall out of control. Both fell off the glider and bounced off the roof and started to fall. Cyber Goblin hit the pavement on his back, if it wasn't for his cybernetics he would have been killed instead of just seriously hurt.

Logan used his claws on the side of the building slowing himself down before he hit the ground. Warren flew down to him, "Are you alright?"

"Yeah," Wolverine said getting up, "At least better then Frankenstein over there."

Storm was getting tired with Hobgoblin he had come close to hitting her a few too many times in fact she already had a cut on her leg from a razor bat grazing it. "Come on you think you can stop me? I've been at this longer then you girly."

"Perhaps but unlike you I've fought most of my time with others." Storm sent a hail storm up at him blinding him for a second as from down below Havok was there waiting. He took careful aim and fired his energy from his hands hitting the glider wing. Hobgoblin tried his best to steady his decent but ended up crashing on a roof top as Storm hit him in the back with lighting. Not enough to kill him but enough to knock him out.

Ororo grinned down at Havok as he waved back.

Rachel was still battling the Demogoblin, she was in full Phoenix mode now. Her body all black as her Phoenix symbol was glowing on her face. "I've had enough out of you, you ugly bastard."

"You shall not stop me and my holy mission girl." He said back to her.

Marvel Girl reached out with her powers and found all the lose objects she could find and drew them to her. He was now faced with a wall of garbage, lose parts of buildings bricks and many other items. "You can not defeat the righteous."

"Get over yourself." She said flatly and flung all that she had collected at him. He dodged them and his flaming bat that he rode set ablaze a few of them but he kept getting pelted and he put up arms to cover his face from the debris. She saw her opening and with tremendous force sent a TK blast right at him. He was hit hard and flew off his creature and flew into a water tower shattering it from one said and coming out of the other.

She flew down to him as his form was limp and he was trying to crawl. "What were you saying before about not stopping you?" She grinned.

He only looked up at her with hatred and hissed before dropping and falling unconscious.

Ben was already fighting Norman on the streets. His glider was impaled in the side of a building as both enemies were now fighting it out. "You know I never got the chance to enjoy killing you before but I sure plan on doing that this time."

"Don't you think that's a little redundant?" Scarlet Spider asked flipping over his thrown bomb, "I mean you already killed me once?"

"Then what's once more?" He grinned and ran up to him. They locked hands struggling for superior strength, "You know what? I think when I'm done with all of you I'll take care of Parker's wife. Just to even it out and besides…I hate leaving a widow like that all alone."

"You really are sick you know that?" Ben growled out seeing that ugly green mask grinning.

"True, but while you've been dead, I've been busy." He put on more pressure on Ben and got a better grip. "You're out of practice and I've gotten more experience."

Ben had to admit all throughout their fight Normal had the upper hand in most of it. He had known all of Peter's moves and Ben hadn't gotten any new ones really since coming back. He hated it when the villains made sense, but then he saw something that gave him hope and he grinned under his mask. "You know what? You may be right but you forgot one thing Norman?"

He kicked Ben in the gut hard making him fall to one of his knees, "And what's that?"

"You forgot to guard your back luv," Came a British voice and he spun around to come face to face with Psylocke and her fist with one of her psionic energy knives driving itself right into his face. He screamed in pain from it, it was so much it knocked him out.

Ben looked at his form on the ground and then to Betsy, "Thanks for the assist."

She just shrugged, "Hey glad to help and besides I've been waiting for a fight to pick up. I need the practice."

After it was all said and done they had waited for the police to arrived and take them in, it didn't take much given that their battle was pretty much noticed by anyone within two blocks. Peter and Ben were on the X-Jet given their history with the police it was best they were out of sight and Peter was getting looked at in there too.

All the Goblins were in special metallic 'strait jackets' designed for meta-humans. Norman looked back at the X-Men with a sneer, "You may have saved him this time but I will kill Spider-Man, and I'll make sure you all pay for this. This is the second time you people have gotten in my way and I'll remember this, you have no idea who you messed with."

Rachel however walked up to him, "You know I've heard the crap you've pulled and to be honest this ends now." She didn't want Normal to interfere in the life of Peter and MJ anymore. He had done enough and this had to end. This man had done enough evil to Peter and his family and he had also put the lives of the students in danger as well.

"The only way this will end with him and me is for one of us to die, and he won't suffer alone. That I can assure you," He said coldly to Rachel.

"I think not," Rachel's Phoenix symbol glowed on her face as did it to Norman's. He tried to fight her powers and he had a strong mind, but she was stronger and she poured it on until both people fell. The Cops grabbed Norman as Kurt grabbed her.

"Rachel are you okay?" He asked concerned, "What did you do?"

"Oh god…he's got a sick and twisted mind…please don't ask me to go in that mess again." She said to him as she steadied herself. "I made sure he'd be less of a threat," She whispered to him, "I wiped his mind of Peter and Spider-Man being the same person."

Kurt's expression was that of shock and surprise, "Would that hold?"

"I…I think so. I mean it should hold but when he wakes up he'll know that the X-Men were involved with Spider-Man and he could always figure things out again…but at least this time Peter won't have that over his head anymore." At least she hoped so.

-Xavier Med Bay-

It had been a day after the battle and Peter was on a bed in the infirmary. They had given him some spare clothing but had told him to rest up for the night. Of course when he got back MJ didn't want to leave his side, they had hooked up some of Warren's spare blood to help heal him over the night. Sure by now he was fine but then again Warren's blood had only been used on mutants and humans and Hank wanted to be sure that his altered DNA was okay.

Peter however was restless and wanted up, he wanted to see his wife and try and pick up the pieces of their life and try to rebuild. MJ had gone to a spare room to rest up and was just getting in the infirmary when she nearly ran into Annie. "There you are! Please Mary Jane you really need to get in there before he starts climbing the walls…and with him he can do that literally."

"He isn't that bad is he?"

Annie thought about that for a moment, "Well he's not as bad as X23, who by the way is also in there, but he keeps wanting to help or do something. Doesn't he know how to rest?"

MJ shook her head, "Not really, even after sex he sometimes goes out at night."

"Okay a little too much information," The nurse laughed but smiled, "Anyway maybe you can at least take some of the tension off him…but…uh…just out of curiosity…if he still goes out then…"

"Trust me I'm usually worn out and out like a light." She grinned and it was true, she had woken up at times with his side of the bed empty and cold. But thankfully he didn't do that often.

"Well good luck, I'm going to check on my son before classes start and meet Alex for breakfast." Annie waved to her as she left. MJ smiled back but at the mention of her son she felt a pang of loss. It happened now and then when she saw parents with children and she wondered if that emptiness would ever be filled? She wished Annie luck with her life, raising a child alone had to be hard but at least Alex was nice to her and he adored her son. She wondered if one day they would become a real family?

Well she hoped whatever happened it all worked out for the best. She walked into the med bay and it still was amazing to see. The place looked like it belonged in a sci-fi show or movie, and she didn't even know what half of this stuff was. She was sure Peter could tell her but then again when he got going she just smiled and nodded as it was all over her head, sure she wasn't dumb but Peter was way smarter and she knew it too.

She smiled seeing Peter working on papers most likely his lesson plans and she shook her head. He still worked even when he was supposed to be resting. He saw X23 sitting next to him looking at the papers as he was explaining things to her. She was glad that Peter became a teacher he had a real talent for it and she smiled seeing him try to teach X23 a few things. It was sweet really.

"Peter I hope you're not planning on working the entire time you're resting up," She said shaking her head but smiling at him.

"Well I got to do something, you know me." Peter smiled at seeing her, she still had a nasty bruise on her head but you couldn't tell wither hair covering it. But she was just a great sight to see as well, she always was to him actually.

MJ sat down next to him and linked her arm in his and leaned her head on his shoulder, "So…now what? I mean our place was ruined."

"I'm not sure, I mean I know Ben would put up with us if we ask," He said thinking about things.

"True and we need to shop for new clothing and items too." MJ didn't like the thought of that, normally yes but having to replace all their clothing would be expensive and they might be able to afford a nice new place like they were thinking of, even furnishings would be a lot.

Then Peter looked at X23, she was swinging her legs off the side of the bed thinking about her. She had kind of become a part of their family lately and it was kind of nice having someone around. Maybe it was just him thinking one how by now their own child should have been talking by now if she had lived. Or the fact that he just wanted to give her the kind of life that Uncle Ben and Aunt May had when they took him in.

By then the door opened and in walked in a few people. Jubilee was there with her boyfriend Angelo, she had asked Peter if it was okay to let him on the big secret and all and he wasn't sure at first but he had to trust in her instincts and swore he never told a soul. Although after that he had been looking at Peter differently, mainly Peter thought it was just kind of thing that when people meet 'celebrities'. Although he considered his wife was more of a real one then him.

There was also Scott and Ben with them too. Jubilee ran up to them, she had been angry that she hadn't been on the mission, lately she was kind of looking up to Peter. Yeah she thought Ben was great too it was just that ever since that day he had comforted her over Angelo's death she saw him more then just a teacher. "Hey glad you're up."

"Hey Jubes what's up?"

"Oh nothing much," She said innocently. "Oh Kitty said she'd be by between classes to check up on you later."

Angelo grinned from ear to ear although not literally since his skin could do that, "Oh and what about that test you fail eh chica?" She elbowed him in the ribs giving him a sharp look then looked a little sheepishly at the rest of them.

"What? I forgot to study." She said looking at her feet.

"Why?" Peter asked and then noticed that both her and her boyfriend were blushing, "Oh…never mind, but I hope this isn't a regular thing Jubilee."

Ben just laughed at the scene, "Already in teacher mode huh Peter?"

Scott smirked at the scene and came forward, "Well I understand it that you all lost your home when those guys came after you correct?" They both nodded and Scott did once too. He had been thinking about all of this recently. He had been thinking what to do with Peter and his family and to be fair he had an idea.

Peter had helped keep this place running as did Ben, it was hard to get teachers here and those two had an ability to connect with the students. Plus they were also close to the other members of the teams here. So he figured he might as well give them the offer, "Well then since you all don't have a place at the moment. I am willing to lend you two spare rooms. One for the Parkers and another for X23 to live in until you two get settled in."

"Whoa. You serious Scott?" Peter was surprised by that move. Although it might mean he'd have to wait until after school hours to go out as Spider-Man and he'd have to change in the city too. He might have to cut down but he was okay with that anyway.

Scott looked at Peter, "Do I look like I'm joking?"

"Not in all the years I've known you," Peter grinned and Scott had to shake his head at that. It was still odd to him that he had known this man for years but only from seeing him in a mask.

"Great this should help you guys get back on your feet all right." Ben smiled at it all, "Free room and board and food should help out a lot. Especially given what it cost to live in New York."

"Tell me about it," Peter muttered. Then something hit him, "Hey who's been taking over my classes?"

Jubilee was all grins at that she just had to be the one to say it, "They let Paige have a shot at it?"

Peter raised an eyebrow and looked to Scott who only shrugged, "She wanted to try it out, said she wanted more teaching experience."

"Oh boy did she ever," Jubilee tried to hold back her laughter, "They gave her a hard time cause she's not that much older then them I guess. Man I swear after her classes yesterday she just went to her room and screamed for half an hour."

"That poor girl," MJ said hearing that.

"Oh yeah but strange thing is she still wants to try," Angelo told her, "That chica is just loco."

Ben clapped his hands together, "Well as much as I like this I got to go, got a class to teach and later on I got a date."

"Oh? With who?" Peter asked and MJ just smirked, she already knew having run into her and a few of the other women on her way to see Peter and they just had to tell her the news and to be honest she was happy for them.

"Dani Moonstar," Ben grinned, truth was she was a very beautiful woman and they had been kind of flirting lately so he had gotten up the nerve and asked her out. You'd think a man who battled super villains and had died wouldn't be afraid of that, but oh boy had he been nervous. Luckily she said yes.

"Well good luck to you both," Peter told him.

"So does this mean you three will be hanging out a lot now?" Jubilee asked them all.

"Looks that way," MJ nodded smiling, she liked Jubilee she was just so full of energy not to like her.

"So what about you?" Jubilee asked X23.

"What about me?" The teen clone asked her. She was still edgy around new people and this place was full of that. "Where they go I go."

"Well that I know but have you thought of a name or something at least?"

Peter had to agree with her on that one, "Yeah you really need a new name. I don't like just calling you X23 or just X all the time, you need a real name."

X23 looked at Peter and thought about it. She never really had a real name before all of this. "Have you ever thought of one you'd like to be called?" MJ asked and she thought long and hard. She remembered that woman with the dark hair and how she had called her Laura. She never really thought about it much cause that person who had shown her any kindness was dying at the time.

"Well…If you have to call me something then I guess Laura…for now." She shrugged. Didn't really mean anything to her at the moment anyway.

Mary Jean reached over and placed an arm over her shoulders, "I think it's a pretty name."

"But do you still want to look after her?" Scott had to asked this. Normally they usually handled mutant problems in the world. At least with mutant interests in mind, and there were many questions like who made her and why? Also looking after her could be difficult but somehow the Parkers were able to be a calming and good influence on her as well.

"Yeah she's kind of grows on you," Peter smiled and ruffled her hair, she didn't like that much and glared at him while MJ covered her mouth. She didn't want to laugh but how those two interacted here just adorable at times.

"Well…have you thought about being her legal guardians?" They all looked at Scott, "I mean one we get a full name and all you can get the paper work done. It might take some doing since she doesn't legally exist but I'm sure we can work something out.

They took a moment and Peter looked at the young girl, "So…what do you say? Want to be a permanent member of our family?"

'Family', that was something she never had in her life. She really enjoyed her life with the Parkers and truth was she didn't want to leave them. They made her happy and her life didn't feel so empty anymore, she hadn't known just how empty it was until they took her in. Plus it was basically the same as before only legal right? Well that was enough for her, "Yeah…I…I would like that…that is…if you want me."

MJ hugged her close, "Trust us we wouldn't ask if we didn't."

Peter just laughed as a thought stuck him, "Oh man is Aunt May going to flip at this, man you know she'll really spoil her rotten after this."

As everyone inside was settling down on the outside across the street hidden in the shadows was a figure in black with a small smile on his face as he watched what was happening inside the mansion. He was Guardian and he was just making sure things were on the right track. He saw the Parkers take in the young girl and he knew that she really would need them as they would need her to fill a void in their family.

He knew that pain all to well as so many others, you don't live as long as he did without knowing pain and suffering but what he saw made it work. He saw Ben in the hallway flirting with Dani who was just as flirting back. He looked over and saw Logan sparring with Ororo well lightly sparring and smiling at each other as they continued their little dance.

He saw Betsy and Warren going for a walk as he filled her in on many things. He saw Paige frantically trying to come up with a way for the students to respect her and he saw so much more. He saw Kurt and his 'daughter' TJ laughing together at something and that was a good thing too. But he also saw things like Cain Marko who was still heartbroken over the death of Sammy. He had gone to Canada itself to tell his mother the news, he didn't envy that but he was surprised just how much he had changed. He would have used his resources to bring that child back but there were complications.

He saw a lot in there but he was glad to see that things were getting on the right track. They would need it for what lay ahead. He could sense it too, someone was trying to raise up what wasn't supposed to be raised he could feel it in the wind. He was afraid he might have to step in and if he did, well then things really had gone to hell or were going to. "Well good luck to you all…because all of this, was just the warm up of what's to come."

With that he faded back into the shadows, he had more work to do with others and his Exiles team. He just hoped that they all got some rest and time to enjoy life before whatever he was feeling came about.


Well this it people took my WAY longer then I thought but I finally finished this monster. I'd like to thank you all that were patient enough to NOT push me into updating since at times I had real trouble with this at times.

Now many of you will ask will there be a sequel? Well truth is I kind of like this universe so I just may and no I have no idea what it will be yet. Maybe it will have my own version of Phoenix end song where Jean will live. Now I might put in a few one shots and smaller off-shots of this universe to deal with others like Ben and hit growing interests in Dani. As well as anything else I might want to do.

But not for a bit, I want to take a rest from this but I just may turn this into a new series of fics.