"Do we really have to do this, Logan?" asked Spider-Man, dodging Wolverine's claws in the hideout of the New Avengers.

"Yeah!" he said aggressively, charging at Spider-Man. "If yer gonna be with Laura, I gotta make sure ya can protect 'er."

"Uh, don't mean to shock you, but have you seen how she fights? I'm pretty sure she can protect herself."

"Man's gotta protect his girl. That's just how it is."

"Right, well, either way, we did this last week!" he protested, flipping off of the wall.

"The hell is goin' on in here?" asked Luke Cage, walking into the room with Echo and Iron Fist. "Lemme guess, Spidey's got some redhead and you're jealous, right?"

"That's not it. I gotta make sure he's in good shape to protect his girl," growled Wolverine. "Hold still, ya punk!"

"Isn't that the opposite of what you want me to do?" said Spider-Man frantically.

"Who's his girl?" asked Iron Fist.

"Yeah, no, guys, no need to help me restrain this maniac or anything," said Spider-Man, dodging yet another blow. "He's worried I'll do something to hurt Laura."

Luke raised an eyebrow. "Who?"

"My clone," said Wolverine.

"You have a clone?" Echo inquired.

"Who doesn't these days?" joked Spider-Man.

"But if she's a girl..." began Iron Fist.

"Obviously, she's not an exact clone," explained Peter. "She's not even a slightly altered clone; she's got a good chunk of DNA from the woman who birthed her, making her more like Logan's sister or daughter. For the past few months, we've been sle-"

"Don't wanna hear it," growled Wolverine.

"Uh, that is, we've been da-"


"We've been... hanging out?" said Spider-Man tentatively and watched as Logan contemplated as to whether or not this was an offense. He seemed not to mind it.

"I didn't know you were so fatherly, Wolvie," said Luke, smirking.

"Hey, I protect my own," returned Wolverine, slashing at Peter.

"Okay, that's just about enough of that," said Peter. "Hey Fist, is there anyone living in the apartment above us?"


"Cool." With one swift uppercut packed with all his strength, not holding back, he launched Wolverine's head into the ceiling and proceeded to web him there. "That'll take him a bit to claw his way out. Geez. Like I don't deal with enough nonsense on a daily basis." Suddenly, he remembered why he'd gone to meet the New Avengers in the first place. "Anyway, guys..." he said, lifting his mask above his mouth. "there's a favor I want to ask you."

"What?" asked Luke.

"I'm planning to take down a certain organization... Daredevil helped me get all the coordinates and stuff. All I need is some muscle. I'll understand if you don't want to do it." He began explaining all of Laura's tragic past: her artificial birth, the acceleration of her mutant gene via radiation poisoning, the sawing of her bones and application of adamantium with zero anesthesia, the torture she underwent for the trigger scent, her relentless beatings at the hands of Kimura, and all the other atrocities he could think of, ending with Laura's murder of her mother. Even as he explained these events, his heart ached for his beloved, further bolstering him in his desire to take down the Facility. Iron Fist and Echo stood in sheer horror of what they'd just heard, while Luke remained stoic, a grim look on his face.

"Good God..." said Iron Fist.

"That's... that's horrible," said Echo, hand over her mouth. "To do that to a child? That's horrific!"

"So, what do you say? Will you help?"

"Can't believe you'd tell us this shit," Luke spoke softly.

Peter sighed. "Like I said, I understand. I'll find someone el-"

"Nah, man." A confident grin appeared on Luke's face. "I mean, you'd tell us that we might not want to come? C'mon, man. We may be underground super heroes who are technically wanted criminals..." He reached up to grab the struggling Logan's leg and pulled him out of the ceiling, sending him crashing to the floor. "... but we're still super heroes."

Peter smiled.

"And you bet your webbed ass that I'll want a piece of them," said Logan, removing a few bits of webbing. "You'll need me, anyway. After all, I'm the-"

"Yeah, we know, best at what you do, said thing you do isn't nice, uh-huh," Peter said, pulling the mask below his chin once more. "Whaddya say, guys? Tomorrow, around threeish?" They nodded. "Cool. See you then." With that, he swung out the window to head back towards his apartment.

Once there, he found his girlfriend lying asleep and naked on his bed, clutching the pillow he'd slept on in comfort. Peter could feel his heart swell. "God, I love this girl," he thought, removing his mask and stepping towards her. Just then, her nostrils perked up and her eyes slid open.

"Peter...?" she mumbled.

"Morning, babe," he said, reaching down and kissing her.

"Good morning... What time is it?" she murmured, rubbing her eyes.

"'Bout two in the afternoon."

"You didn't wake me up?" she said, grabbing her clothes.

"What we had last night was a... long one, and you said Cyclops gave you some time off. Plus, you looked so peaceful sleeping there that I couldn't stand to wake you up." She smiled at his thoughtfulness. "So, want anything to eat? I could give you some of my world famous nuclear waffles."

"I will cook," she said, rising, clad only in her bra and panties. "Please, let me."

"Sure thing," he said and stood to go to the kitchen table. As her healing factor required a lot of food to function properly, she began cooking a large breakfast, augmented by the food she was preparing for Peter. She hummed a sweet tune as she cooked, which Peter found just adorable. Eventually, she served him what she knew to be the meal he most preferred from her: a large stack of pancakes dripping with butter and syrup. "Mmm," he said, licking his lips. Swiftly, he picked up his fork and knife and dug into the delicious meal. They ate, mostly silently, with a few passing glances and smiles at each other. Peter finished first and brought his plate to the sink.

"So, Laura," he said as he scrubbed the plate clean. "I've got something big planned for tomorrow."

"What is it?" she asked through a small bite of eggs.

"I've gotten together a group to attack the Facility." She froze, slowly setting her utensils down. "I promised you that I would find a way to get rid of them... for you, for me, for the good of all."

"You shouldn't..." she uttered softly. "They... they might kill you."

"With the backup I'm bringing? Never. Trust me, it'll be okay. Besides, I nearly had to hurt you because of them. There's no way I'm letting that go. I'm asking you... do you want to come?" Her face fell. "You don't have to if you don't want to, Laura." Her arms began to move under the table. "Laura, don't."

Her eyes widened as her arms withdrew. "You... you know..."

"That you cut yourself? Yeah, I do. I've known all along and I've known when you do it. You ever notice how I always find an excuse to drag you somewhere whenever you're about to start? I didn't say anything because I didn't want to force the issue, so I made sure that you didn't want to cut yourself... and I began to notice that more and more you stopped doing it; just like I noticed when you switched your lipstick from dark purple to candy-apple red, and when you switched from a sports bra to a regular one, even a lacy one at times. I notice all these things about you... I love you, Laura."

She frowned, awed at his revelation. As she ran through her memories, seeking to confirm his assertion, a thought occurred. "You... are one of the few in my life that has never called me X-23..."

"Because that's not your name," he said plainly. "You're not a clone or a weapon, o-or a soulless machine. You're a beautiful, intelligent, wonderful woman, and you don't deserve to be labeled as some sort of experiment. Your mother named you Laura Kinney, and as far as I'm concerned, that's your only name."

She leaned across the small table and kissed him. "Thank you... I believe I will join you, tomorrow. I love you."

"I love you too, babe," he said. "Let's get ready for the fight. It's gonna be a big one."


That afternoon, Wolverine knocked on the door to Cessily and Sooraya's room. "Hey, open up, you two."

Sooraya opened the door. "What do you need, Mister Logan?"

"You two're good friends with Laura, right?"

"Yes, I believe so."

"Then I've got a chance for the two of ya to help 'er out." He briefly explained the situation to the two girls and said, "So whaddya say? Y'wanna take down the bastards that made 'er life hell?"

Cessily and Sooraya nodded, the former with an angered grimace on her liquid metal face. "You bet," said Cessily. "Without Laura, none of us would be here right now. We're going to pay back that favor."

Logan grinned. "Good. Then get ready. We're meeting tomorrow at three. Don't be late.


Meanwhile, Peter and Laura were having dinner at a Japanese restaurant. Peter sat, befuddled, as they ate their steak teriyaki and Laura spoke to the waitress in perfect Japanese. ""I dunno how anyone can learn that language. Seems like a huge pain in the butt."

She smiled. "It is tricky, but I have known it for most of my life, so it comes naturally."

"I guess. You know a bunch of other languages too, right?"

"Yes. The Facility taught me many, including Spanish, French, Italian, German, and Russian."

Peter whistled, impressed. "Well, if we ever find time out of our crazy, crazy lives to take a vacation, that'll come in handy." She nodded. As he took a bite of his food, he noticed that she was looking outside the window, towards the other side of the street, specifically at a pet store, a sort of longing on her face. "You wanna go there?"

Her head snapped back and she blushed. She hadn't realized that she'd been gazing forlornly at the shop. "Oh! Um... Yes, I think I would like to go," she said, nodding again.

They finished their meal, paid, and headed over to the pet store, where the bubbly clerk greeted them heartily. "Welcome! Are you interested in supplies, or a pet itself?"

"We're just checking the little guys out," said Peter as Laura wandered through the store. "But we might be back later."

Laura stopped as she reached a small enclosure filled with tiny kittens. Memories flooded her mind as she vividly recalled that wonderful day she'd spent with her cousin, Megan, and how when their travels had brought them to a pet store, several kittens had climbed all over her. Even as she smiled, her heart pounded with sorrow.

Most of the cats were sleeping, but one grey-black baby had opened a tiny green eye and was peering at Laura. Almost inexorably, she extended her arm to the cat, where it began using its tiny claws to haphazardly make its way up the sleeve of her jacket.

"Oh!" said the clerk, noticing the situation. "Bad kitty! Get down!"

"It's alright," said Laura, cradling the cat in her arms. It purred softly as she scratched behind its ears.

"You want that one?" asked Peter.

"No," she said, gently yet reluctantly placing the sleepy kitten back in its space. "It's alright."

"You sure? We can get it if you want."

"I'm sure." She smiled. "Let's go home."

"Alright, you go on ahead. I just remembered I gotta pick up some food for Aunt May's friend's parrot," said Peter. Laura nodded and turned to walk out of the store. About a minute later, she caught Peter's scent and the scent of spandex and webbing approaching quickly. She turned; sure enough, there he was in the tights, swinging towards her. "Hey there, pretty lady!" he called, "You wanna lift?" She smiled, ran towards him, and leapt onto his waist. "I thought this was a good way to get home," he said, shooting out a webline.

"Did they not have the parrot food?"

"Oh, they did, but not the right brand. See, he's a kind of elitist parrot, very finicky, only eats the finest gourmet tasteless pellets. If I show up with the regular kind, I'll just get, 'Squaaaark! You're a peasant! I'm a noble! Kiss my talons! Squaaaark!'" She giggled.

They arrived back at the apartment and Peter quickly undressed down to his underwear and Laura had donned one of Peter's T-shirts after removing her clothing. It was not for sex, but merely for relaxation. She had her arms wrapped around him, her head nestled on his chest. She sighed happily. "You smell good."

He raised an eyebrow. "Yeah? You're the first woman to ever tell me that. Usually, it's always, 'Peter, use some Old Spice,' or, 'You should wear Axe,' or, 'Here, let me spray you with some Windex.' That last one actually happened once; needless to say, I only dated her like three more times."

"It is very pleasing to me," she continued. "While it has a common base, the specifics change... at times, it is comforting, relaxing. Other times, it is enticing, exciting... even sensual."

"Well," he said, warmed by her words, "I don't have the proportionate nostril strength of a spider, but I can say, at least, that you smell nice, too."

"Thank you."

As he extended his arm to turn of the lamplight by the bed, he whispered, "Let's get some sleep... tomorrow is a big day." She closed her eyes, curling up to sleep.

They awoke and prepared themselves wordlessly. Both their minds were weighed down with the heft of what they were going to do today. After they finished showering and eating breakfast, they donned their combat gear. "Are you ready?" asked Peter.

"Yes," she said with a nod. "I think I am."

He strained a grin before donning the mask. "Alright then. Hop on," he said, gesturing to his back. She obliged, climbing on and placing her arms around his neck. Opening the window, he leapt and began swinging his way to the New Avengers headquarters. "Hey guys," he said slowly as he entered, sweeping the room with his eyes. Only Iron Fist and Luke Cage were there. "Where's everyone else?"

"Just catchin' a ride," said Luke.


Suddenly, a giant void opened, created by Cloak, out of which stepped the rest of the New Avengers along with Daredevil. Mercury, and Dust. "I called Ty up, told him the situation, and he decided to do us a solid," Luke explained.

"We've all heard your story," said Daredevil to X-23. "We're here to help. We're going to stop this once and for all."

X-23 blushed for a second before bowing deep to the group. "Thank you, everyone... thank you very much."

"Yeah," said Peter quietly. "You guys are great. Before we leave, I've got something to say. The enemies we're going to be facing aren't like others. Even I've rarely fought people like this... The Facility isn't like AIM or Hydra, they don't merely use cruelty to succeed at some larger goal. These are people whose sole purpose is to cause cruelty and pain. You've all heard what they've done to Laura, to Cessily there, to all mutants, to the world as a whole. I'm not saying to go ahead and kill whoever you find... But don't hesitate, whatever you do. Everyone understand?" The group remained silent. "Good. Let's go." Cloak nodded, opened the warp, and the blackness enveloped them...

They landed in a snow-covered wasteland. "Brrr!" Spider-Man said, shivering. "I wish I'd known it was going to be this cold. I would've double layered my booties. Which way, Daredevil?"

Matt concentrated for a moment before pointing to the faint outline that vaguely looked different from the mountains around it. "There. Let's go."

They began to move, but Laura would not walk. "Laura?" said Peter. "What's wrong?"

In her eyes was a cornucopia of emotions: fear, sorrow, and anger. A bead of sweat trickled down her temple. "This is it..." she whispered.


"This is where I-" she gulped. "... Where I killed my mother." Peter remained silent. "They must have rebuilt the facility and set it as their main base after I destroyed it... clever, no one would guess that they would build their base at a ruined location." Tears began flowing from her emerald spheres. "... Her body is probably still around, preserved for all these years by the cold..."

"Laura..." uttered Peter, putting his cold hand around her. "You want to go? We can go."

Her hand clenched into a tight fist. "No. No, you were right. We're ending this now." She wrapped her arms around Peter's waist. "Let's move."

He nodded, webbing onto a tree and launching into the air towards the Facility. Eventually, they broke in, finding no resistance at the entrance. "No guards?" said Peter. "You'd think a place this illegal would be like some kinda death fortress."

"There usually are more guards..." said Laura, shifting her eyes around the room.

"What's the plan, Spidey?" asked Luke.

"Simple," Peter said, cracking his knuckles. "Blow it all up."


The assault had gone well. Spider-Man and the others had stormed the base, destroying any data storage devices, facilitated by Mercury and Dust's respective powers. As they charged, they encountered several legions of soldiers, many of which included mutates created by the Facility.

"Any of these Kimura, Laura?" asked Wolverine.

"No," said Laura, sniffing the the air. "But she is here. This way." They arrived at the main laboratory to find the scene of a massacre. Bodies lay strewn about the room, blood everywhere, and one woman standing in the center next to a bloody paste with a nametag reading "Harkins" next to it. Laura tensed. "Kimura," she said, snikting. The others of the group similarly shifted into aggressive battle stances.

Kimura turned. Her face was not its usual cocky grin. Instead, she seemed almost... broken, her face void of any energy, two streaks of tears down her cheeks. "Hello, X," she said somberly. Laura glared. "Don't worry... I'm not going to hurt you. As a matter of fact, I can't."

"What?" asked Laura.

"Thank Emma Frost... she made it so that I would come and destroy every remnant of the Facility and kill Adam Harkins, the creator of Predator X. I have hit several Facility bases around the world. This is the last one. I was going to destroy the databases, but... it seems you have beaten me to the punch."

"You have been destroying Facility locations?"

"Yes. They must've come after you recently, correct? They did so because you, their finest work, were their last hope at revitalizing themselves. But they have no hope now. All that's left is you and me."

"What do you mean?"

She produced a chemical vial. "This," said Kimura, "is a chemical that they created in case I ever went rogue. They must have figured I wouldn't, since I'd been such a faithful soldier. They obviously didn't get to use it in time. It neutralizes my power at the place where it's applied, making the flesh normal." She uncorked the vial and splashed a bit of the liquid on her throat. "Go ahead, X. It's time. Kill me." Laura froze, stunned by the situation. "What's wrong? After all I've done to you, this must be what you want, right? I know you've thought and thought of ways to kill me, and now you finally have one. So go ahead. Do it."

Slowly, Laura walked to Kimura and raised her claws. "Yes..." she whispered. She hesitated.

"Laura..." Peter uttered.

Her hand remained in the air, unmoving as the room waited with bated breath. Suddenly, she turned her head just enough to glance at Peter for a split second, then turned it back to Kimura. She lowered her hand. "Kimura," she said softly, yet firmly. "You are a monster; a horrible, horrible piece of filth that does not deserve to be called human. You made my life so horrendous that I sought solace in torturing myself. You conspired with Rice to make me kill my sensei and even my own mother. You conspired with Harkins to torture Cessily and create a mutant-hunting monster. You tried to kill the only family I've ever known. By all means, for what you've done as a blight upon the world, I should, I really should kill you." She turned away and began walking back to Peter. "But I won't. You will live. That is a far worse punishment. Good bye, Kimura."

As Peter embraced her, he gestured to Cloak, who nodded and began the warp. "Good bye, X" said Kimura, her tears springing forth anew.

Spider-Man and the others returned to the New Avengers' base, where they parted ways silently. Laura began to leave with Wolverine, but he put his hand to her shoulder and said, "No. Go with him. This guy planned out this whole thing just for you... he's taken better care of ya than anyone else. Go on."

She smiled her sweet smile and hugged Logan tightly before running back to Peter and embracing him. "Thank you for this," she whispered.

"Don't worry about it. I'm proud of you." He grabbed her around the waist and swung away. "And Laura... your nightmare is over."


"Elixir," said Laura a few weeks later in the X-Men's base.

"Oh, hey Laura," said Josh Foley cheerfully as he crossed a date off of the December page of his calendar. "What's up?"

"I would like to ask a favor of you," she said quietly.

"Shoot." She leaned in next to his ear and whispered her request, completely deadpan. A hint of red appeared on his gold cheeks, turning them a bright copper. "Uh, r-really? You want me to do that?"

"Yes, please. If you need, I can pay you to-"

"No, no, it's okay, but... can I ask why?"

She smiled. "I too want to do a favor."

Josh's eyes widened in realization. "Oh! Is this for Spider-Man?" She nodded. "I gotcha. Still, it's going to take a lot of energy to pull off something this precise. In exchange..." he pulled out a picture of himself, "Can you get him to sign this, please? Just have him write, 'Josh, you're a great guy and an awesome X-Man,' and then his name."

Her smile deepened. "Yes, I think I can do that."

"Excellent!" he said, his face lighting up. "Alright then..." he muttered, gulping, "Let's get this show on the road." He lifted a golden finger to her forehead and closed his eyes in concentration. Afterwards, he pushed one finger lightly into her collarbone and one to her hip, breathing heavily as he did so. "Alright," he said woozily, "All... done." He started swaying.

"Thank you," she said, giving him a quick hug and as she released him, he fell right onto his bed.


"Good thing the X-Men decided to have their party on the 23rd," said Peter, hanging upside down in front of Laura . "Aunt May'd kill us if we missed Christmas Eve. Well, she'd kill me. She'd probably hug you and say, 'It's alright, dearie, there's always next year, now help me bury the body, will you?'"

She chuckled. "Would you like some punch?" she asked, offering a cup.

"From the punch dimension?" he said, pulling his mask up and accepting the drink.


"Never mind. Why's Logan dressed like an elf?"

"Cyclops bet him that he couldn't resist taking a drink all this week."

"Huh. Thought he had more self-control than that."

"Cyclops asked Pixie to tell Logan about her favorite television show."

Peter nearly spurted out his mouthful of punch. "Wow. I now fully respect Cyclops a good ten points more than before. This punch taste weird to you?"


"Huh." He took another gulp.

"I never understood this holiday," she said, looking around at the festive decorations. "Well, I understood the significance of the celebration, of the gifts... but I have never really experienced it the way others do. I have never even received a Christmas present."

As Peter finished the last of his juice, he said, "Well, then I'm going to be very glad that I did this. Close your eyes and hold out your arms." Confused, she did so and heard the sound of Peter walking across the ceiling, to the corner, and back. "I was going to save this for a few minutes later, but hey, you brought up presents, so..."

Laura felt something small, warm, and furry land in her hands. It was purring. She opened her eyes. "It's..."

"Yep," said Peter, smiling. "It's the cat from the pet store." He thought back to that day...


"Alright, you go on ahead," said Peter. "I just remembered I gotta pick up some food for Aunt May's friend's parrot." She nodded and turned to exit. After she'd left earshot, he walked to the clerk and said, "Okay, can you do me a favor?" He whipped out his wallet and extracted a twenty dollar bill. "Make sure no one buys that cat."

The clerk's eyes widened at the money. "Uh, s-sure. No problem."

He grinned. "Good. I'll just take one of these," he pulled out a business card from the top of the counter, "And I'll be on my way. Thanks," he said, dashing out of the store.

"Come again soon..." muttered the clerk. "Wow. Never seen someone that eager to buy a cat."


The cat's large green eyes matched gaze with her own. It began purring softly. "Peter..." she whispered breathlessly. "This... this is..."

"Merry Christmas, Laura." He glanced up towards a green plant webbed to the ceiling. "Mistletoe. You know what that-"

"Yes," she said, cradling the kitten in one hand. Eagerly, she reached up and kissed him, passion flowing from her mouth to his.

"Whoo," said Peter as they parted. "Now that was a-" He truncated the sentence, his eyes widened by a sudden feeling.

"Peter? Are you alright?"

"We need to leave," he said, detaching from the ceiling and scooping up Laura and lifting her over his shoulder. "Now. Hold onto that cat," he tore open a window and leapt out of it, "'Cause it's gonna be a bumpy ride."

"Peter, what is going on?"

"Explain later," he said as he began to breathe heavily.

Eventually, they arrived at the apartment, where Peter set Laura down, snatched the cat out of her arms, and set it outside the bedroom. "What happened?" she asked, her arms folded.

He turned to the side, allowing her to view the outline of his enormous erection in his uniform. "Uh... this," he said, blushing.

"Oh my..." she said after a gasp. "I see it has set in."

"Yeah, it- wait, what?"

"Earlier tonight, I gave you an artificial erectile stimulant."

"An artificial..." it clicked. "The punch!"


"I thought it tasted weird... wait, you drugged me with viagra?"

"That is correct. Are you angry?"

His cock throbbed painfully. "No. But I would like some sex. Can we please, please have some sex?"

"Yes." She unfolded her arms, revealing her very stiff nipples poking through her top. Peter peered at them, eyebrows raised. It was her turn to blush. "I... that is, when I get the chance to see you, I become very aroused, and..." She brought a hand to one nipple, lightly caressing it. "Sometimes I don't even need to see you, I can just imagine you, and I get like this..."

A sly grin emerged. "Oh yeah? Just seeing me like this?" He removed his top. "Well, what if I did this?" He continued on with his pants. "Or this?" Swiftly, he removed his gloves and webshooters and placed his hands on her soft cheeks. "Or how about... this?" he whispered, kissing her and maneuvering his tongue through her lips, putting it to her mouth like a paintbrush. She moaned in response and quickly pulled back. "Huh? What, what is it?" he asked, desperate.

"It is beginning."

"What is?"

"I... ohhhh," she groaned. "I did not think it would feel... this... good..." Suddenly, Peter saw it: Laura's pants and top were slowly tightening... her ass and breasts were growing.

"Oh... oh my God," he sputtered. She arched her back, jutting her boobs forward as she took each breast in hand and began squeezing. Finally, it ended, leaving her more or less as voluptuous as Felicia Hardy, but on her proportionately tiny frame, the hourglass created by the new endowments seemed much larger. "L... Laura..." Peter forced himself to gurgle, "What is... I... how did..."

"It is temporary. I asked my teammate Elixir to enhance my figure to what I believed was your liking, increasing the sensitivity of my erogenous zones as well. The transformation would occur once and with a trigger, which I asked to be increased arousal." She began breathing deeply, causing her chest to rise and fall. "Is... is it to your liking?" Peter gaped at her, nodding very slowly, mesmerized. "If you wish to continue..." she uttered as her hand migrated down to her groin, "I suggest you begin, or I will do it myself."

Peter moved like lightning, seizing her hands and almost tackling her to the bed. His voice echoed with hunger as he disrobed her. "Oh, no. Oh, no no no no. You're mine. You're all mine and no one gets to enjoy you but me." He began suckling one nipple, teasing the other as she drew a sharp intake of air. Just as he drove her mad by gingerly nibbling her erect tip, his Spider-Sense tingled.


Peter leapt back in fear. Laura's claws had sprouted from her hand just centimeters from where his penis had been. She looked down at her claws, her face scarlet as she retracted them, turning her eyes from him. "Uh..." she mumbled, "S-sometimes, when I g-get really excited, like this, I c-can't control all of my muscles, and..." She grabbed at her clothes. "I'm so sorry. I'll leave," she said, tears welling up in her ashamed eyes.

He caught her wrist. "Laura," he said calmly, "It's okay. Just focus a little more, alright?"

"B-b-but I almost-"

"Hey," he interrupted, "I'm still in the mood. And by the looks of things..." he glanced at her still pert tips, "... You are, too. Am I right?" She nodded, wiping the tears from her reddened cheeks. "Alright. Then let's get this show on the road, because really, I can't wait much longer."

"Yes. I will help you," she said, leaning down.


She pushed him down onto the bed and moved to his groin, taking in the sight of his stiffened member. "Please hold still," she said, taking her newly grown breasts and smothered his cock with them.

Peter's eyes shot open to the size of dinner plates. "L-Laura?! What are you-"

"I am pleasuring you." She began to pump her fleshy masses up and down his shaft. Their warmth and softness sent Peter into an elated daze. Laura noticed that the tip of his erection was still visible out of the top of her cleavage. Lightly, she swiped her tongue over it.

"Gah!" Peter yelped. "Did- did they teach you this, too?"

"No. I am improvising."

"Well, you're d-doing a great - Jeez! - great job!"

"Thank you." All at once, she began using her tits and mouth in tandem, making Peter clutch the sheets with an iron grip. Faster and faster she moved, until Peter could bear it no longer.

"Laura, I'm gonna... I'm gonna-"

"Go ahead..." He let out a primal yell and with one large throb sent a surge of semen into her mouth. Laura diligently swallowed every last drop.

She released him as Peter lay panting on the bed. Shaking his head to regain his senses, he crawled towards her, arm outstretched, and said, "That was incredible. Now it's your turn." He applied his hands to her body, using his spider powers to send the usual waves of pleasure through her body. She started shrieking, grabbing one of Peter's hands to direct him down to her clitoris. He obliged, manipulating her nub and making her scream. This was what he wanted, to push her over the edge, beyond her normal mental scope.

"Please..." she moaned, "Please, Peter, please... I need it."

"Need what, Laura?" he asked, toying with her. "Need what?"

"I need you... I need you inside me, I need you to..."


"To fuck me!" she cried.

There was something very few people knew about Peter Parker. Most people saw the dominant part of his soul; the good, caring, responsible man who never put his needs in front of others. That was the part of himself that he liked, the part that he felt was his true self... but deep within, suppressed by the superego, he held in chains a darker part of himself, a portion of his mind that roared with furious hunger and would not stop at any cost to satiate it. Now, with the sexual energy so prevalent in the air, he had transformed... into the hunter. The predator. He'd always been tentative with his girlfriends. Having the proportionate strength of a spider meant holding back all the time, even during intimate moments. He could never let himself go full bore without feeling guilt. Right now, however, he had a girl all to his own whom, for all intents and purposes, he could not damage with his strength.

And he was going to make full use of her.

"Of course," he said, licking his lips. "Anything for you." He thrust into her with all his strength and she let out a piercing cry.

At first, Peter had never appeared to have a particularly large member. Of course, it was difficult to achieve, let alone sustain an erection while swinging through the cold air and dodging living sand, but also, Peter had been blessed: while his flaccid size was small, his erect length was nothing short of tremendous. Was it natural? Was it some odd perversion from his Spider-Powers? She didn't know. More importantly, she didn't care. Now, artificially sustained via pharmaceuticals, he seemed to be splitting her in half with his size and she loved it.

Possessed by the pleasure, she began to match his thrusting rhythm, her screams fluctuating in pitch and volume. She took hold of one of Peter's hands and brought it to her rear, planting it there, silently instructing him to squeeze. His fingers sank into the soft flesh and she moaned still more, her erotic energies coming to a head. "Already?" she thought, her senses going wild. "I... Oh, Peter, Peter, Peeeeteeeeer!" she shrieked at the top of her lungs as she came with the force of a tornado. Peter followed suit, emptying another load into her, her name echoing off his lips.

She rolled over onto her stomach, breathing deeply, basking in the afterglow of the orgasm. Suddenly, she felt a strong hand lift her waist up. "You don't think we're done, do you?" said Peter greedily. "Oh, we're just getting started, babe." Laura thanked the fact that she had superhuman stamina as he thrust into her again from behind. She bit down on her lower lip, trying to restrain her reaction to the whirlwind of ecstasy. Her conscious mind ended; the world around her melted into one watercolor smear of elation. She lost count of how many times she climaxed, but judging by how sore her pelvis was becoming, it had been a lot. All she knew was that she needed him, needed his cock inside her cunt, needed to be impaled upon him over and over, to have his seed fill her...

Sometime later, she awoke. A hazy memory surfaced of her literally crawling, her body completely exhausted of all energy, to lay her sweat drenched head on her pillow. Peter's arms had wrapped around her shortly afterwards. Her body had returned to normal. "Unh...?" she groaned, still emerging from her sex coma.

"Hey," said Peter. "'Bout time you woke up. How're you feeling?" She smiled weakly and let out a pleased sigh. "I'll take that as a 'pretty good, thanks.' By the way... we've got a visitor." She felt the nuzzling of the newly acquired cat on her abdomen. Enamored, she pulled the little furball to her chest, where it purred for a bit before dropping off to sleep. "I think she's got the right idea. Sleep, Laura... we had quite the busy night. I think I might've gone a bit too, uh, rough on you, but we're even, right?"

She settled more snugly into her blanket. "Love... you..." she whispered, barely coherent, and her breathing turned soft.

He smiled, his heart swollen by the woman next to him. "I love you too, Laura. Good night."

The next morning, her eyes opened with Peter's arms still wrapped around her. "Peter..." she whispered.


"Why do you love me?"


"Why do you love me? Until that day we met so many months ago, I never thought twice about killing the opposition, the target. But now... now I can't bear to even think of hurting them without feeling your eyes on my heart. I have killed countless men and women, even children, without remorse... I have bathed in the blood of hundreds, maybe thousands. My own mother died by my hand..." Tears sprang forth from her bright emerald spheres. "I'm horrible. I'm not even a true human being, just a science experiment made for murder and no matter how much I try to pretend my name is 'Laura Kinney,' it is and forever will be 'X-23!'" She sobbed into her pillow. The kitten in her arms perked its head up. "And you, such an amazing man, who has always practiced pacifism unbroken... I don't deserve such a man. I don't deserve any decent person. How can you love a wretched thing like me?"

Peter frowned as she cried her eyes out. "Laura," he spoke softly into her ear. "Yeah, you've killed a lot. You've killed maybe more than any person I've known, even Wolverine. So, despite your killing, why would I love you?" He turned her around gently, passing a loving finger across her moist cheeks. His warm, comforting smile seemed to illuminate the room. "Simply... because you stopped."

Her lower lip trembled as her eyes grew wide. "Oh, Peter..." she leaned forward and planted a wet, sloppy kiss. "I love you so much."

He ran his hand through her hair. "I don't just love you, Laura. I need you. Thank you."


"So, Laura, here is your annual Christmas sweater," said Aunt May, handing Laura the clothing. "I make one every year for Peter and, should he have one, his girlfriend. I know it's not much, but it's tradition."

Laura smiled as she donned the garment. "I love it. Thank you, Ms. Parker."

"Oh, call me May, please."

"Cocoa, ladies?" said Peter, entering the living room with two steaming mugs.

"Why thank you, Peter. How thoughtful, as always."

"Thank you," said Laura quietly, sipping the drink. She observed the scene before her and felt something she hadn't for the longest time... she felt that she belonged. She took another gulp of her cocoa. It, and the handmade sweater around her, made her feel so, so warm.


"So, Emma, did you get all your Christmas shopping done?" asked Cyclops in his and Emma's bedroom.

"Yes, Scott. There's one present I'm quite proud of, in fact."

"Oh? Mind sharing it?"

"I installed level-10 mental shields on both Spider-Man and Laura and then wiped Spider-Man's identity from my own memory."

"I... wow," said Scott. "That's very kind, Emma. I'm impressed. But may I ask why? I thought you didn't like Laura."

"That's what many think. I never disliked her, I merely thought her a danger to the institute... but after what that girl has gone through, what she has done for the X-Men, and how many of us she's saved time and again without asking for anything in return, I thought that the least she deserved was the peace of mind of not worrying about the government torturing her for the man she loves. After all, we both know that she would die before she gave him up, and having read Spider-Man's mind, I know he would do the same."

Cyclops gave her a kiss. "I love it when you realize that you're a decent human being, Emma."


Peter put his arm around Laura and planted a kiss on her warm cheek, feeling something he rarely felt in his life. He felt whole. He felt at peace. He felt that maybe he was a good person, a hero, that maybe everything wasn't all his fault, and none of it would have happened, if he hadn't met a sweet, innocent, loving person... like Laura Kinney.