by Gunman

Disclaimer: I do not own Spider Man, X-Men or anything from Marvel.

Summary: Spider Man joins the X-Men and helps them take on Magneto and his Brotherhood, but must also deal with his own enemies that come looking for him.


Chapter 1
Versus The Brotherhood

"Give it up Magneto!" Cyclops shouted as the X-Men exploded into the Savage Land base.

The master of magnetism regarded the X-Men coolly, even as his enemies spread out around him.

They were dressed in the same dark blue uniforms, yellow belts and four yellow sectional diamonds in the shape of one larger diamond on their chests. Though there were some variations.

Cyclops's uniform had yellow shoulder insignias, his shirt had no sleeves past his elbows and he wore black fingerless gloves. His boots were sleeker, but the same color. His visor was glowing red, ready to release his powerful optical energies upon his foes.

Storm was decked out in a form-fitting full-bodysuit, she had a cape and a yellow baldric across her chest. The four diamonds were attached to it on her chest and the baldric itself was streamed from her shoulders to her right hip.

Beast's costume was like Cyclops, except he wore no boots and he was covered in thick, blue fur.

Phoenix's uniform exposed her midriff and covered a little more of her neck, her thighs were slightly exposed, and her boots were a different style, lighter in color and came up to her knees.

Rogue's costume covered her entire body, save for her head, her yellow belt hanging loosely on her waist, the four yellow diamonds in the middle of her chest. She wore dark blue sunglasses.

Nightcrawler's costume was the same as Cyclops, except he had a small hole for his tail to pop out, his boots were missing the toes and heel (they were exposed mostly because he wore no boots), and his gloves were made for three fingers, not five, and were themselves fingerless. He carried a sword on his back.

Colossus's costume was the same as Cyclops, except larger in size with yellow linings on the boots and the gloves he wore, and he had no sleeves.

Wolverine was dressed the same as Cyclops, except he had on a matching black leather jacket.

Shadowcat's costume was like Cyclops, but had yellow linings on her boots, and there was a yellow band around her left thigh. Her gloves were also fingerless and she wore a matching color mask.

And then there was Spider Man. His costume covered his entire body, but was a little bit more sleek than Cyclops to allow for greater movement, and he wore a dark blue mask with yellow eye patches. There was a spider-design on his chest and a red X on his belt. He looked like one of the X-Men.

However, Magneto's brotherhood was curious about this.

"Spider Man? Why is he here? And why is he dressed like an X-Man?" White Queen asked.

"Curt Connors was a friend of mine. Your lackey Sabertooth killed him when he stole the Neogenic Recombinator from his laboratory. I'm here to bring him to justice!" The wall-crawler stated.

"And does that also explain your wardrobe change?" Mystique asked.

"My costume didn't survive my little tussle with Sabe's when he attacked. The X-Men were nice enough to provide me with one of theirs. Even let me modify it." he answered.

"ENOUGH TALK! LET'S SEE SOME BLOOD!" Sabertooth shouted as he leaped at the X-Men.

Wolverine's claws popped out, ready to take on Sabertooth, but Spider Man beat him to it. The wall-crawler leaped through the air and tackled the feral fiend into a table full of electronics.

Much to his (Sabertooth's) surprise.

Cyclops fired his optical blasts at Magneto, which was stopped by his magnetic field.

Phoenix grappled mentally with The White Queen.

Beast evaded Blob's thundering fists and leaped around him landing several of his own.

Storm hurled her lightning bolts at the superfast Quicksilver who dodged every one.

Nightcrawler grabbed Toad and multi-teleported around the room, totally exhausting him.

Colossus and Juggernaut were locked in a deadly game of 'Mercy'.

Shadowcat phased through all of Pyro's fiery effigy's, racing up to punch him in the jaw.

And Rogue was using her strength and flight to take on her shapeshifting mother, Mystique.

Left without a dance partner Wolverine decided to lit his cigar.

"This is for being a thief!" Spider Man shouted as he punched Sabertooth hard in the face, twice. "This is turning my costume into rags!" he slammed kicked him in the gut, twice. "And This Is For CONNORS!" The fury-filled punch that connected with Sabertooth's head was like a small shockwave that echoed through the halls, sending the feral mutant flying through the air and slamming into a concrete wall.

"Ouch." Wolverine winched.

"Come On! Get Back Up You Bag Of Hair, You!" Spider Man shouted as leapt over at Sabertooth and kicked him in the sides.

"Don't worry, kid. He will." Wolverine said, taking out a cigar and lighting it. "Give him a minute."

"What's your plan for the Neogenic Recombinator, Magneto?" Cyclops asked as he fired at the master of magnetism.

"Simple. I plan to use it to turn the world of humans, into mutants!" Magneto laughed as he shrugged off the attack.

"You're insane! That's impossible! Isn't it?" he asked.

"Actually, it's possible." Spider Man said as he and Wolverine flanked Cyclops.

"What do you mean?" the optic-firing mutant asked.

"The Neogenic Recombinator is basically an artificial genetic enhancer. It can be used to trigger genetic mutation, barring in mind that the Recombinator itself has some form of DNA or cellular structure as a basic blueprint." Spider Man explained.

"How do you know so much about this thing?" Wolverine asked.

"It's what gave me my powers." he lamented.

"WHAT?" everyone gasped.

"And with my own genetic structure as a blueprint, the human race will become full-bodied mutants. They will fulfill their genetic potential, a destiny I will have given them!" Magneto stated.

"Your plans insane, Magneto!" Cyclops shouted. "Turning everyone on the planet into mutants will only cause more chaos."

"Nonsense! We will all be equals!" the master of magnetism shouted.

"Humans and mutants are the same, especially in their definitions of right and wrong. You and the X-Men are perfect examples of that!" Spider Man shouted. "If you unleash the Recombinator on the world, turn everyone into mutants, the battles and wars that will undoubtably break out will destroy this entire planet and everyone on it."

But Magneto refused to listen.

The X-Men were slowly winning over the Brotherhood, and Magneto knew it. "This battle is not over, X-Men!" the master of magnetism shouted as he reached out with his powers and activated the Trans-Mat System he had installed in his citadel. The main 'gun' of the device was built into the ceiling so it would be able to lock onto anything on the ground.

It began moving towards the X-Men, only to have Wolverine jump at it.

"Guess again, Mags!" Logan shouted as he slashed at the Trans-Mat device. He would have slashed it in half, only it moved just as he attacked. He only managed to slash a couple of wires and part of the hydraulics.

The Trans-Mat System began moving around wildly, firing at random. Both the X-Men and the Brotherhood leaped around the room, trying to avoid being sent anywhere through space. However, the first thing the Trans-Mat System hit, on low power, was the Neogenic Recombinator. Instead of vanishing, the lights on the Recombinator suddenly changed from dark blue to green. No one noticed as the trio of heroes leaped at Magneto.

With a wave of his hand, the master of magnetism sent the trio of heroes flying away from him. He then used his magnetic powers to pull steel girders, lead pipes and iron bolts from around his throne room and hurled them at The X-Men and Spider Man, pulling each of them into the middle of the room. They were surrounded by a large metal fence with protruding spikes to keep them in.

Before Shadowcat had a chance to phase through it, Nightcrawler could teleport out of it, Wolverine slash through it, before Cyclops could blast it open or Colossus tear it open, the Trans-Mat System focused on the caged X-Men.

"I'll send Charles your regrets!" Magneto said as he willed the Trans-Mat System at the heroes, and fired it.


Authors Notes:

This is a short first chapter for a reason.


I have a few ideas, but feedback is most appreciated.

This story was part of a much larger story I was trying to write, but it didn't pan out like I wanted. That said, I decided to rewrite this story into something more appropriate and simple. Also, I was planning to have Spider Man end up with one of the X-Women, but I didn't know which one. If anyone has any pairing ideas, please let me know. (Majority vote wins)

The Neogenic Recombinator is from the 1990's Spider Man cartoon series. The Trans-Mat System is from the X-Men video game 'X-Men Next Dimension'.

And I am planning on writing up a lemon as well, so everyone knows, and would like to know who you want to have Spider Man (and maybe the other X-Men) paired up with. At this point, I'm open to anyone.

Anyway, I hope everyone enjoys this story and will leave me lots of reviews.