Spidey, like the rest of his friends, stood in utter shock upon find out that Logan and the rest of the adults are the 'opposing team' for this exercise. "Okay…no big deal." said a nervous Spidey , trying to sound optimistic for the sake of his young teammates. "We just have to deal with a teleporter, a man LITTERALLY made of steel, a man with unbreakable skin, all led by a psychotic Canadian with knives in his hands. We can handle this."

Logan, not taking too kindly to the name Spidey just gave him, only stands ready to attack, just like the rest of his team. "Yeah, well, we'll soon find out whether or not you can, Web-Head." He then takes a moment to call out to Wong, who stands in a darkened corner of the room. "Wong, what do you say ya give us a proper setting?"

"As you wish, Mr. Logan." Wong replied, and with a wave of his hand, Wong soon changes the setting around the two teams. From the large wooden spacey room, to a dark, gloomy, heavily destroyed version of New York City!

Mary-Jane, like the rest of her young teammates, looks around the ruins of what was her home city in complete shock and awe. "Is…is this New York?!"

Kitty, feeling quite uncomfortable with this setting, quickly turns to Logan. "Logan…what's the point of showing us this?"

"To show you what happens if we fail, Kitten." Logan replied bluntly. "You kids gotta know what the stakes are. And I mean REALLY know. And if you wanna prevent this from happening to New York, as well as the entire world, then all of ya need to step up your game…" At this point, the feral X-Man clinches both of his fists, and instantly pops out his claws. "…starting now!" With that said, Logan charges towards Spidey himself, who upon seeing the X-Man coming his way, quickly jumps up and flips over the clawed mutant with ease.

Upon witnessing Spidey being attacked, Mary-Jane was just about to step in to help him, but is stopped when a huge puff of smoke pops out with the sound of 'BAMF', and within moments, Nightcrawler appears and throws a right legged front kick in mid-air, causing Mary-Jane herself to throw her arms up in front of her in an 'X' fashion to block the block.

Kitty herself was just about to help Spidey herself, but through the corner of her eye, she spots Iron Fist coming in, then jumping up and attacks with a flying kick, forcing the X-Girl herself to make herself intangible and cause the masked martial artist to go through her.

Though MJ managed to deflect the kick, Nightcralwer disappeared again, only to reappear behind her and gives his kick to the back, sending her tumbling forward. But even after taking such a blow to her back, MJ soon concentrates and at that moment, she literally stops just inches from the ground, and begins to levitate off the ground and into the air.

"Gott in himel!" whispered the German born mutant before he lept up and teleported in mid-air, then reappeared right in front of the now floating Mary-Jane to continue his assault.

Meanwhile, even after having his attack literally pass through Kitty, Iron Fist continued his assault by turning and charging forward towards the X-Girl, yelling 'KYA-HA!" as he supercharging his right fist with ki energy and throws a hard hook.

Kitty, however managed to phase through Iron Fist's punch, but in a moment where she solidified herself to try and counter attack, Iron Fist managed to land a sweep kick, literally sweeping her off of her feet.

However, thanks to Logan's training during the X-Men's early days, she rolls backward and ends up back on her feet. Afterward she notices Iron Fist coming towards her and throws a front kick, prompting her to use both of her arms to block and push his foot downward.

As for Iceman, he finds himself with two BIG problems. In that he first sees Colossus charging towards him about to throw a clothesline. But thanks to his 'gift', as well as something he learned while playing a few videogames, he concentrated and created an ice 'clone' statue of himself while rolling underneath Colossus himself, causing the steel-plated X-Man to hit and shatter the statue instead.

However, after dodging Colossus' attack, Iceman finds that he's not out of the woods yet, for while he was in a kneeling position, he finds Luke Cage standing above him with his left fist raised over his head. Seconds later, the 'Power Man' himself throws a downward punch with the intent to smashing the young X-Man into the ground. However, Iceman managed to roll to the left side, causing Luke to ram his fist into the ground itself, creating a small crater. Upon rolling up on his feet, Iceman turns and fires a cryo-blasts from out of his hands at Luke, freezing him in an ice-block, one in which the Power Man easily breaks out of.

After destroying the ice-block, Luke turns to Iceman while wiping the frost off of his arms and shoulders. " I'm hoping you can do better than that, little dude!"

"Oh really?" Iceman smirked, then shot his hands up in the air, and emits gusts of moisture from out of hands and creates a cloud above the two powerhouses. Moments later, hail comes surging out of the cloud and rains down on both Colossus and Luke, and comes down on them hard enough to actually damage their hardened skin, forcing both of them to cover their heads.

"Oh, Sweet Chris…" before Luke could finish his statement, he stops when a large ice ball hits him in the eye.

As for Colossus, he stands completely astonished, for this was a testament to how far the young Iceman had come along in his training to control his powers. "Impressive Bobby…" said the physically powerful X-Man, while staring intently at Iceman, more specifically, while having his hands raised to produce the hail cloud. "But sadly, this also leaves you wide open for this!" With rocks still pounding into his steel frame, Colossus nonetheless shook off the pain, then raises both of fists over his head and pounds them into the ground, with enough power to create a small earthquake and causes Iceman himself to lose balance, and thus loses concentration of his attack, making the hail stop and the cloud to disperse.

With Iceman still struggling to stand, Luke seizes the opportunity by charging towards the X-Man and rams his shoulder into the icy-teen, sending him flying backward and crashing through the window of an already destroyed electrical supply store.

After landing on some boxes of now useless products, Iceman could only lie on his back, wincing from the former football player turned hero's massive hit. "Well, that sucked." He said to himself, then takes a moment to look at his belt and is relieved to see that the hit didn't damage his belt –buckle. Afterwards, he admits mists from his hands once again, but only to help him get back on his feet, and upon standing, he both Luke and Colossus walking towards him to attack again, which forces him to have his hands ready to fire more ice-blasts. "Well, so much for this exercise being boring."

Elsewhere, Spidey, thanks to his agility and spider-sense, was dodging and leaping over Logan's infuriated slashes. At one point, Spidey sees Logan going to slash the Web-Head's abdomen, more specifically, his flashing belt-buckle, and thus hops backward to avoid such an attack. "Uh, Wolvie, not that I'm complaining, but since when is slicing me in half considered 'training?'"

"We're at war, kid!" Logan replied as he backs Spidey up against a beat-up Mercury. "You think Osborn and his flunkies are gonna pull any punches?" With that said, the feral X-Man takes his left hand and thrusts his claws forward, aiming for the Wall Crawler's belt buckle.

Fortunately for Spidey, however, he dashes over to the right side, and makes Logan plunge his claws into the car door instead. "No, but I don't think they'd want to turn me into sushi rolls either!"

Logan quickly pulls his hand out of the door, and focuses his attention back on the Wall-Crawler. "Suck it up, Bug boy!" he growled, then dashes towards him and thrusts the claws in his right hand forward. And though Spidey moved out of the way, the X-Man managed to nick the Web-Head by cutting his left side.

"OW!" yelled the Web-Slinger, then takes a moment to look at the claw marks on his side, as well as the blood slowly dripping from the wounds. This act is more than enough to finally get under Spidey's skin, which prompts him to look straight ahead Logan himself. "Okay, Logan…if that's the way you want to play it!" Through the corner of his right eye, Spidey sees some fallen debris that look as if it was shot off the top of a building, Upon seeing Logan go back on the attack, he quickly and instinctively shoots webbing out of his right wrist, successfully 'webs-up' the debris next to him. Utilizing his spider-strength pulls hard on his end and swings the debris hard, and smashes the Canadian mutant in the face.

After landing hard on the ground, and shaking off the effects of Spidey's improvised attack, Logan could help but allow a small smirk creep up on his face. "Now we're gettin' somewhere." he said to himself, then hopped back up on his feet and saw Spidey swinging the debris again like he was swing a baseball bat. Once it came his way, Logan quickly threw his left arm in an uppercut fashion, and thus uses his claws to shatter the debris, causing it the shatter make rocks fly everywhere!

Spidey nimbly hopped out of the way of the debris, and ends up sticking his feet to a nearby wall, where he later shoots more webbing from out of his left wrist, which ends up hitting Logan's chest. He later yanked the X-Man backward, thus pulling him his way, and upon getting close enough, clinched up his right fist a delivered a massive hay maker, sending Logan flying to an open garbage bin. Though this act was effective, the Web-Head shook his hand in pain. "Note to self: Think twice before you decide to punch a guy with an adamantium jaw."

Meanwhile, MJ, while still levitating in the air, was having problems of her own. Meaning that she was holding her arms up to block numerous blows from Nightcrawler, who continuously teleports around her. Finally having had enough, MJ quickly grabs one of Nightcrawler's feet when he through a kick, then swings him around and throws him downward into the ground below, where he ends up crashing into Iron Fist just as he was about to throw a ki-charged middle punch into Kitty's belt buckle.

At this point, Kitty was unable phase through that attack, and thus lets out a breath of relief. "Never knew Kung Fu could be considered a superpower…" she muttered.

MJ, just as exhausted, floated down next to Kitty. "Yeah, well, try fighting somebody who can not only fight, but can disappear and reappear all at one."

Suddenly, both girls notice Nightcrawler and Iron Fist recover and run towards them. A sight that makes something click in both girls' heads, and thus prompting Kitty to turn to MJ and ask her this. "Switch?"

"Switch." MJ confirmed, and with that said, MJ flies straight right over Nightcrawler's head and manages to surprise Iron Fist with a rising right uppercut to his jaw, sending him flying upward.

And while Nightcrawler looked on upon this in stunned silence, he also allowed himself to be distracted long enough for Kitty to run up, phase right through him, and upon stopping right in front of him, nails the teleporter with a right legged side kick to his chin.

As both Nightcrawler and Iron Fist hit the ground hard, they were stunned…but proud, for they saw that the girls were learning.

Inside the darkened tunnels, a small door seems to open up, and moments later, Curt Conners steps out of it and after taking a moment to pull out a small piece of paper, which was a map to one of the S.H.I.E.L.D. check point, and makes way through the tunnel.

Unknown to him, however, the man known as Kraven had followed him down to the tunnel, and masterfully hides himself in darkened area. And once Curt walked, he quietly continued to follow him, like a lion stalking its prey.


Back in the apocalyptic setting that was Logan's training regimen, the competition between Spidey's team and the Wolverine's was getting more intense.

Especially for Spidey, who is forced to duck sideways to the right to avoid a downward slash by Logan. "Okay, definitely not going to last long like this." thought the Web-Head. "Especially sense punching a guy with steel bones was already proven to be a bad idea. Think, Parker, think!"

"Gotta tell ya, bug." said Logan after throwing a left handed slash, only to have Spidey dodge. "The whole 'afraid to fight' role fits you like a glove.

Suddenly, hearing this word hits Spidey like a lightning bolt. "'Glove?' THAT'S IT! I've been dying to try this!" After seeing Logan throw a downward right handed slash attack, Spidey uses the same hand to catch the X-Man's wrist, and with his free left hand, the Web-Head clinches his left fist tightly, and suddenly, webbing surrounds his entire left hand like that of a make shift boxing glove. Having Logan right where he wants him, the Wall-Crawler throws a hard right uppercut into Logan's jaw, which not only protects his hand, but also adds more force to the blow, sending mutant reeling.

With his clawed opponent still dazed, Spidey quickly makes his right hand into fist, webbing up that hand as well. Afterwards, he charges forward delivers a hard right hook to the X-Man's face. "Man, should've though of this when I was first caught by that Iron Man rip-off back in Queens."

As Logan shook his head to regain his sense, he noticed the Web-Head running towards him and throwing a right handed middle punch, aiming for the X-Man's belt buckle.

Acting fast, Logan throws his right fist downward and thus used his claws to deflect Spidey web fisted punch to stop the attack, and with the Wall-Crawler still moving forward, the X-Man capitalized by throwing a spinning left handed back elbow strike nailing Spidey in the head and causing him to stumbled towards what was left of a hotdog stand.

With his head throbbing from Logan's counter-attack, a disoriented Spidey was seeing stars until he felt the tingling of his spider-sense, which prompts him to jump up and flip backward to avoid Logan's incoming left handed upward slash, causing the Canadian mutant to slice the already destroyed hotdog in half. After missing his mark, Logan quickly turned around to see Spidey land on his feet. "Don't think that just 'cause you got a few lucky shots in, that means you can take me down easy, Web-Head!"

Spidey soon gets in a more defensive stance, web-mitts and all, as he stares at Logan. "I can see that….now."

Meanwhile, in another fight, Kitty is seen holding up her left arm to block a left hook from Nightcrawler, then once again turns her body intangible to allow her elfish opponent to throw a front kick and pass right through and end up right behind her.

As the X-Girl went to retaliate with a left legged back-kick, however, Nightcralwer manages to hold up his left arm to block and push her foot outward, and when Kitty threw a right legged round-kick, the German born mutant teleports to avoid the attack.

After missing, Kitty still stands ready and waiting for Nightcrawler to show up, who at this point reappeared right behind her and delivered a double legged mule kick, sending her flying forward.

Through the corner of his eye, Spidey noticed Kitty coming his way, and thus holds his arms out and successfully catches her. After helping her to her feet, Spidey looks at the girl's beautiful brown eyes and blushes underneath his mask. "Uh hi…um, are you okay?"

"Yeah, I'm…fine. Thanks." Kitty replied with a shy smile and blushing just as wildly as the Web-Head, and with her heart also racing while she was in his arms.

Meanwhile, MJ still had her hands full with Iron Fist as she ducks underneath his chi-charged straight punch, then pass underneath him and ended up behind him. As she popped back up and spun around to face him, she further utilizes her prior training from the Doctor and Clea by channeling all of her will power into her fists until they looked like they were literally on fire. To which, she was able to hold up her burning left fist to block an incoming chi-based left hook from Iron Fist, and responded by throwing a fiery right middle punch towards his belt buckle.

However, Iron Fist saw this attack coming, and thus throws his glowing right fist downward and successfully blocks and pushes the red headed teens punch away from him. He later notices her throwing an incoming left hook, and not only uses both hands to block the blow, but also grabs her entire left arm and gives her a chi-boosting hip throw, sending MJ herself flying into the air.

While in the sky, MJ looks down and sees that she's about to crash into both Spidey and Kitty, who are still in each other's arms and staring at one another, a sight that causes MJ to literally see nothing but red. And just as she was just about to land on both Spidey and Kitty, she concentrates and uses her inner energies to stop in mid-air and levitate just inches away from the two teens. "Am I interrupting something?!" she asked angrily.

"Nope!" Spidey replied nervously, standing attention to the enraged MJ as if she were a drill sergeant.

Kitty, on the other hand, only gave the fiery red head an equally angry glare, for destroying what was, in the X-Girl's mind, the 'perfect moment' between her and the Web-Slinger.

Elsewhere, Iceman is still standing ready against the two big men, Colossus and Luke Cage, as he noticed the 'teen drama' that was going which made him snicker. "Well, at least I'm not in the Web-Head's shoes." He paid for that flippancy, however, when Colossus tackled him unexpectedly.

With Iceman now down on the ground, Colossus winds his right fist back to punch and destroy his young fellow X-Man's belt.

This causes Iceman to act desperately by holding his right hand up and shoots a cryo-blast, hitting Colossus' forehead, which upon impact, turned into an ice dome-like helmet, causing the steel skinned giant to get up off of Iceman and move away from him aimlessly.

As Colossus struggled to get the ice helmet off, Iceman stretched out his hand and shot out an ice cycle, which hits and knocks off Colossus' belt buckle, causing a gold aura to glow him, and moments later, the steel X-Man vanished out of sight and out of the battle.

At this point, Iceman couldn't help but stand confidently after defeating Colossus. "Well, that was easy." Suddenly, however, the young X-Man finds he's not out of the woods yet. For from behind, Luke Cage wraps his massive around him.

"You read my mind." said Luke as he effortlessly delivered a belly to back suplex, sending Iceman up high and screaming into the air and towards the rest of the teens gathered together.

Back below, Spidey and the girls hear Iceman's screaming, causing them to look up and see their icy teammate heading straight for them. As such, both Spidey and Kitty stood with their arms wide open and managed to catch him.

"Bobby!" said a surprised Spidey, but glad to see that the icy mutant was unharmed. He also looked to see that Iceman's belt buckle was still intact. "You still got your belt! That's just as good!"

"Nice to see that you care, bug boy" muttered an annoyed Iceman, who despite his feelings towards Spidey, allows him and Kitty to help him stand up.

However, the reunion of all four teens was not a pleasant one. For they now find themselves surrounded by the four remaining adult heroes.

As they all stood back to back, Iceman could only utter this as he stands ready to fire more cryo-blasts. "Talk about your rotten, freaking luck!"

This statement caused a still vigilant but nonetheless nervous Web-Head to say this. "Frosty…you're not kidding."