Things are beginning to look grim for Spidey and his fellow teens as they are forced to stand back to back when they are surrounded by Logan's team.

Even with vapor steaming from his hands as he stands ready to fire more cryo-blasts, Iceman was still nervous by the fact that he and his friends were all together, they still didn't have much of a strategy, especially with the fact that they're fighting against their older and more experienced peers. "Well if anybody has any idea, now would be a good time to tell us!"

Spidey, with both of his hands still webbed and standing ready to attack, seemed somewhat reluctant to answer that question. "Still working on that, Bobby." He answered truthfully, hoping it would inspire confidence in his team, though knowing that would be unlikely.

Logan, on the other hand, seems irritated on how the young heroes seem as clueless as to what to do in this situation. "Yeah, well, work faster, Web-Head!"

This statement is enough to bring a smile on Nightcrawler's face. "He haz a point." He said in a lighthearted manner, then teleported and reappeared above the young team, throwing his right leg in an axe-kick motion and aiming for Spidey's head.

Luckily, however, Spidey is warned about this sneak attack via his spider-sense, thus causing him to look up, hold up both of his webbed-up fists and successfully blocks the German born X-Man's kick.

Afterwards, MJ decides to help counter attack by levitating up and throwing a right legged spinning round kick, nailing Nightcrawler in the head and sending down hard to the ground.

After seeing Nightcrawler being taken care of, Luke Cage decides to try his luck by charging towards the teens, with the intent of tackling them just like in his football days.

However, Kitty, sees this though the corner of her eye, and thus quickly grabs all three of her teammates in what would be described as a 'group hug', which needless to say surprises all of the teens. And at that moment, she concentrated hard and thus made not just herself, but her entire group intangible, causing Luke to literally go right through them and tackles Logan instead.

As Kitty went down on one knee, exhausted after using her power on her and three other people, Iron Fist charges up with a chi charged left fist goes on the attack with the intent of eliminating Kitty as her powers proved to give her team an advantage.

However, thanks to his spider-sense, Spidey steps in front of Kitty, then holds up his web-covered left hand and successfully blocks Iron Fist's punch, despite the fact that the fire from his chi was slowly burning the webbing off of the young Wall Crawler's hand.

Iceman sees Spidey saving Kitty, and rather than have the Web-Head have the glory of being her 'knight in shining armor', he conjures up an ice ball from his hand, then throws it and hit's Iron Fist's buckle, causing the martial artist to disappear.

After witnessing Iron Fist vanish, Spidey turns to see where the ice ball came from, and gives Iceman a nod, as if to give him a silent way of saying thank you. He later feels his left hand burning as a result of the chi-fire burning through his web-mitt, and thus shakes the webbing off before it could burn his hand completely. "Well, its official." said Spidey, still shaking his hand to relief the burning pain. "One on one with these guys isn't gonna cut it. Teamwork is the way to go."

The other teen all nodded in agreement, causing Iceman to ask this. "Sure, so what's the plan, Webs?"

Before Spidey could answer, he is once again alarmed by his spider-sense. "Well for starters…" he turns around and sees that the newly recovered Luke has gotten up and is now running towards him. "MOVE!"

Everybody followed Spidey's command and did so, right as Luke, with his unbreakable skin, crashed through a wall with debris flying everywhere.

Iceman takes a long look at where Luke just crashed through, and turns back to Spidey. "Okay, I admit. Good call!"

Moments after crashing, Luke literally bursts out from the rubble, causing debris to fly everywhere and forcing Iceman to make an ice-shield to protect him. Upon recovering, Luke could see that Iceman's shield was cracking from blocking the debris and thus decides to charge forward and throws a right hook, shattering the shield and sending the icy-teen flying five feet away, landing hard on the ground. The Power Man was just about to run up to the fallen X-Man and take him out of the fight before he could recover, but is stopped when he feels something sticky attached to his left hand. When he looks down to see what it was, he sees that it was a web-line, with Spidey himself on the other end of it.

However, Luke was in no mood to be anyone's punching bag, and thus yanks hard on the webbing and pulls Spidey towards him. While waiting for the Web-Head to come his way, Luke takes his right hand, and once the web-shooting teen came close enough, he delivers a hard back hand, sending the Wall Crawler flying and landing right next to the still disoriented Iceman.

This was a sight that mortified both MJ and Kitty. And while they were concerned about Iceman's well-being, they were even more worried about the boy who took a powerful back hand from Luke. "PETER!" they exclaimed in unison, and after taking a moment to look at each other with awkward expressions, they nonetheless rushed over to help Spidey, as well as Iceman.

However, the girls are soon stopped when Nightcrawler reappeared right in front of them. "Guten Tog!" said the elfish X-Man with a smile, then hops up and gives MJ a doubled legged mule kick to her chest, with the impact being strong enough back a few feet. As Kitty watched MJ land hard on the roof of a partially destroyed Buick, Nightcrawler flips backward in mid-air and lands in a crouching position, where he notices Logan coming up to ambush Kitty from behind. "Ah, and here comez your dancing partner, Kitten."

Though confused, Kitty turns and sees Logan thrusting his left claws towards her belt buckle, forcing her to turn her body intangible and causing the feral Canadian to go right through her.

Even after missing his intended target, Logan manages to stop himself, looks over his shoulder and goes for a right legged back-kick, to which Kitty blocks.

After defending herself against that kick, Kitty pushes Logan's foot away, only to see him go for a left handed downward claw slash, forcing her to utilize her gift once again, and make the slash go right through her. Waiting for Logan to raise his right hand up to go for another slash, Kitty solidifies herself once again to throw a right legged front-kick to the feral X-Man's chin, causing him to stagger backward.

Though momentarily knocked loopy, Logan shook his head to regain his senses, and sees Kitty shaking her foot in pain after kicking his adamantium laced chin, as well as watch her swing into a fighting stance. "Not a bad comeback, Pryde!"

Kitty gives Logan a sly smile upon hearing this remark. "It should…"

The young mutant then flashes back to her days at the Xavier Institute, before the war with Osborn, in which she and Logan, dressed in traditional martial arts gis, are in the schools technologically advanced Danger Room, running a holographic Japanese Dojo setting, sparring and practicing judo moves together…

…Back in the present, a still smiling and confident Kitty still stares eye to eye with Logan as she this in her fighting stance. "…You're the one who it to me."

"Yeah, but it's been quite awhile since we had those sparring sessions, kid." Logan retorted with claws still drawn. "So let's see whether or not you've gotten rusty!" With a roar, Logan dashes towards Kitty and continues to attack her once again.

Meanwhile, MJ was still on the top of the Buick, holding her lower back in pain when she looked up and to see Nightcrawler to reappear right above her and about to stomp both of his feet into mid-section. Thus prompting her to roll to the left side off the hood of the car and back on to the ground, causing the X-Man to plant his feet through the hood instead and ending up inside the car itself.

As MJ struggled to get back to her feet, she looks ahead and sees Nightcrawler reappear right in front of her. Not wanting to give him a chance to attack, MJ channels her energy into her right and to create a small fire ball and throws it at Nightcrawler's belt buckle.

Seeing the girl's attack coming his way, Nightcrawler soon vanishes again to avoid the fireball, then reappears just inches away from the red-head and goes for a quick punch to her belt buckle.

MJ manages to use her left hand to block and push away the punch, then goes to deliver a right hook to counter attack, only to miss when Nightcrawler vanishes once again. As she desperately looked around for her opponent, the German born mutant reappeared once again, but this time in mid-air and throws a left legged side kick, kicking her in the shoulder blades and causing her to stumble towards a lamp post, to which she manages to put her hands in front of her to stop herself from slamming her face into it. MJ manages to spin around to face Nightcrawler, who by this time is standing in a relaxed posture.

"Ah, you are becoming quite good, Mein Libre." said the smiling mutant. "But if you are to stand a chanze against opponents such as myself, you must expect ze expected." With that said, the German born X-Man vanishes once again.

As MJ stood ready for another attack, however, Nightcrawelr's advice reminds him of her early days…

to the days when she was training underneath Dr. Strange and Clea to control her mutant powers through magic.

And in this particular exercise, MJ was still dressed in a gi, but blindfolded as she stands in a defensive stance and surrounded by floating balls.

At one point, one ball tries to zoom in on MJ's left side, to which she hears coming her way and uses her left hand to stop it from hitting her. Unfortunately, however, she does not detect the ball coming in and ramming itself behind her right knee, forcing her into a kneeling position and allowing another ball to hit her in the left cheek, sending her down to the floor.

With the pain ridden girl down, the Doctor waves his right hand, which causes the balls to spread out and away from his young pupil. As both the Doctor and Clea approach MJ, she already is sitting up and pulling off her blindfold in frustration.

"Honestly! This is insane!" said a clearly fed up MJ, then looks up at both of her mentors. "I don't understand how you guys were able to do it!"

Clea, understanding MJ's frustration, gives the gentle girl a smile as she explains. "We did so by learning to use our other remaining senses, dear, as well as expect the unexpected."

The Doctor, still maintaining his stoned face serious look, decides to give his fair share of advice as well. "And the only way YOU can do it yourself, young one, is to clear your mind of everything else, staying calm and staying focused."

Though she agreed with her husband, Clea decides to add a little 'incentive' to MJ's training and encourage her to try harder. "After all, it is the only way you will be able to help Peter more effectively. And clearly see that's what you want to do most of all. Or perhaps…allot more?"

Upon hearing Clea's words regarding Peter, MJ's face turns bright red. "What?!" exclaimed the blushing girl. "Well,'s just that! Look, he's been my best friend forever, okay, and I just want to be there for him like good friends do! That's all!"

The Doctor soon places his hand on his wife's shoulder to put an end to her teasing. "Well, regardless, you'll have a better chance of doing so by completing your training. Now let's get back to it."

"Yeah, yeah, good idea!" MJ sheepishly replied as she quickly ties the blindfold back over her eyes and gets back on her feet."

At this point, the Doctor just gave a small smile, remembering on how he was once that young. Clea noticed this as well and grabbed onto his arm, to which makes the Doctor turn and give a warm smile. As they both walk away from MJ to get at a safe distance, the Doctor once again waves his hand and thus cause the balls to surround the redhead once again. And upon stopping at a safe enough distance, the Sorcerer Supreme gives his student this advice. "And remember; keep you both calm and your mind clear!"

MJ gives her teacher a nod of acknowledgement, then takes a deep breath to relax her muscles as she gets in a defensive stance, and upon standing ready, makes her mind as clear as crystal.

Moments later, MJ hears the whistling sound of one of the balls coming towards her from the left, and thus holds up her left hand to where she hears the sound and stops the ball from hitting her. She later hears another ball attacking from the front, to which she holds up her right hand and successfully stops it. Finally, she hears another ball coming at her from the right, thus prompting her to channel her energy into her left hand to create a small fire ball, then throws it at where she hears the ball coming, and burns it into dust.

The Doctor, upon seeing this vast improvement in his student, smiles in satisfaction at what he sees. "There, you see? It's as simple as that…"

…Back in the present, MJ remembers her teacher's words, and remember her training well, she closes her eyes, and calms both her body and her mind as she stood and waited for Nightcrawler to emerge.

Sure enough, she hears the 'bamf' sound of Nightcrawler teleporting on her right side, as well as hear him breathe when he winds his fist back and throws a quick jab. With eyes closed and going by pure instinct, MJ uses her right hand to catch Nightcrawler's punch, then concentrates and delivers a left handed flying uppercut to the X-Man's jaw, which sends both of them high into the air. Opening her eyes and now in control, the levitating MJ then channels enough of her willpower into her right hand, then shoots a fireball at half strength, which hits and destroys Nightcrawler's belt buckle, but does not burn the X-Man himself. Nonetheless this attack is effective enough to cause Nightcrawler himself to vanish out of the fight.

"Yes!" MJ exclaimed happily, knowing that her training under the Doctor's tutelage did indeed pay off.

Meanwhile, both Spidey and Iceman still had their hands full in dealing with immensely tough Luke Cage.

At one point, Iceman shoots a small ice cycle at Luke's belt, only to have the street smart powerhouse show unusual speed of his own right by taking his right fist and punch downward, shattering the cycle before it could reach him. Through the corner of his left eye, Luke spots Spidey shooting a web-line from out of his left wrist, and thus uses his left hand to catch the web-line before it could stick to him, then pulls hard on his end, and in the process, pulls the Web-Head towards and crashing into Iceman.

"If you two want to take me down, you need to do something better than these cute little parlor tricks." said Luke as he threw away the webbing.

As Spidey struggled to get up off of the still disoriented Iceman, he looks past Luke and sees something that looks promising…a trash bin. This sparks an idea that Spidey a smirk behind his mask, and thus hops off of Iceman and lands in a crouching position. "Ask and you shall receive!" he said extending his left hand, then shoots a web-line past Luke and hits the bin. He then makes his move by pulling on his end with all of his strength, and in the process, pulls the pin towards the Power Man himself.

Unfortunately though, Luke looks over his shoulder to see the bin coming his way, then spins around and delivers a hard left jab, knocking the bin away it could even touch him. "Gonna need to be better than that too, little dude." said Luke as he popped his knuckles.

However, Spidey's crude tacking proved to be nothing more than a distraction. For a split second later, the Web-Head himself jumps up, then lands in a sitting posture over Luke's shoulders. "That's the plan!" said Spidey as he takes his left hand and shoots webbing in Luke's eyes, blinding him causing him to stagger around aimlessly.

Meanwhile, Iceman finally sits up and sees Spidey on the blinded Luke's shoulders, with the blinded Power Man now moving forward. This inspires the young Iceman to shoot another cryo-blast, but this time at the ground to create a sheet of ice. "Yo, Webs, time to get off the ride!"

Hearing Iceman's words, Spidey soon jumps off of Luke's shoulders and allows the powerhouse himself to unknowingly walk on and slip off of the ice and fall spine first onto the ground.

While in mid-air, Spidey looks down and sets Luke in his sights as he takes his left hand and shoots a web-line to the ground and right next to the fallen hero. He then zips downward, and winding his webbed-up right fist back, and he lands feet first on Luke's chest and throws a hard right straight punch into his belt buckle, causing the Power Man to vanish and takes him out of the fight.

As Spidey soon lands on the ground after Luke's defeat, he looks at his right fist to see that the webbing is now falling off after delivering such a blow, and thus begins to pull it off of his hand. Afterwards, he looks ahead at Iceman, who by this time is also back on his feet. "Nice move."

"Of course it was." Iceman replied confidently, and then spots something that turns his confidence into shock and concern. "Kitty!"

Hearing Iceman mention the X-Girl's name is enough to make Spidey turn in the direction his icy teammate was looking, and sure enough, he sees Kitty herself going toe-to-toe with Logan. "Oh man!" thought the Web-Head and was just about jump in and help Kitty, but stops when he sees something extraordinary.

Meaning when Logan throws a right handed claw slash, Kitty catches his arm and uses his own momentum to help her deliver a shoulder throw, tossing her mentor to the ground.

As Kitty backs away to create distance between her and Logan, the feral X-Man himself stands back up on his feet, then lunges towards Kitty and throws a left handed claw slash.

Fortunately for Kitty, she manages to turn her body intangible once again and cause Logan to grow right through her.

After missing his mark, Logan's luck could only go from bad to worse, for he is soon stopped when Iceman fires two cryo-blasts at Logan's feet, binding him to the ground and preventing him from moving.

Seeing Logan's immobilization at an opportunity, Spidey decides it's time to put this exercise to an end and looks up to find the still levitating MJ in the sky and whistles to get her attention. "MJ, I need a lift!"

MJ hears Spidey's call, and looks down to see him waving his arms. "On my way!" With that said, she zooms down and grabs both of the Web-Head's hands, taking him up into the air. "Where to, Tiger?"

Spidey, keeping a good hold on MJ's wrists, tells her this while setting his sights on the immobile and struggling Logan. "Over to a grounded superhero slash psycho version of a gym teacher!"

"You got it!" replied a smiling MJ, who is also staring dead on at Logan and flies straight towards him.

Once he and MJ were close enough, Spidey decides to make his move by winding both of his feet back.

MJ could feel Spidey's backward movement, and deducing what he was doing, moved her arms to the Web-Head's rhythm, until finally, he pulls him upward.

Sure enough, both Spidey and MJ's teamwork pay off, for the Wall-Crawler delivers a powerful flip kick to Logan's chin, knocking the X-Man out of the ice and into the air.

While airborne, Spidey lets go of MJ's hands while he was above her head, the flips backward and once he was at where he was facing Logan, shoots a softball-size web-ball from out of both his wrists, then hits Logan's belt buckle, which instead of making him vanish just like his teammates, it causes the apocalyptic version of New York to disappear in a blinding flash of light, and changes back into the wide and empty training wooden training room, where Wong, as well as the previously defeated Nightcrawler, Iron Fist, Colossus and Luke Cage were waiting.

As soon as Spidey realized that the exercise was over, he was just about to shoot a web-line to swing to safety, but is soon caught into the arms of MJ. "Looks like you and I do well at kicking some butt together." She told the Web-Head flirtatiously.

"Y-Yeah, I'll say." Spidey replied sheepishly, with MJ's gorgeous smile making him blush behind his mask.

Back down below, both Iceman and Kitty see Spidey and MJ floating down safely to floor. And while Iceman seemed to think that they look quite well together, Kitty did not seemed pleased at all.

Moments later, both Spidey and MJ finally landed safely on the floor, with a somewhat shy Spidey looking at MJ with a rapid beating heart. "But hey, you did pretty well on your own, MJ. You were on fire, literally and figuratively."

Kitty, still not happy with Spidey giving MJ his full attention, decides to give this sarcastic remark. "Yeah, you sure were the 'star of the show', weren't you?"

Though MJ knew what Kitty really meant by this remark, and would normally give the X-Girl one of her own, but instead seemed to look inspired by what she and Spidey said to her. "Fire…star!? That's perfect!" " she said with her smiled growing even big than before, with how those two words just seemed to roll right of the tongue. MJ then looks at Kitty with a sly smile. "Thanks for the superhero name, Kitten."

Upon receiving this comment from the redhead, Kitty was now the one 'on fire', but for a completely different reason, meaning that she was now fuming with anger.

Iceman, however, seemed to see MJ's new name as positive. "Well, it does seem to fit." He admitted, but upon seeing both Kitty and the newly named 'Firestar' looking like they're about to clash, he fearfully backed away.

As for Spidey, he decides to come in between the two girls, despite being frightened of the tension the girls were creating. "Yes, yes it does!" he said quickly, though still scared of the 'death glares' that the girls were giving each other. "Which means, we can all agree that MJ getting a superhero name is an occasion in which we should celebrate, and more importantly, not kill each other, right?!" Sadly though, Spidey realized that his words were having no effect, for the girls were still deadlocked on one another.

However, before either Kitty or Firestar could even lay a hand one another, Logan comes into view with Nightcrawler teleporting him in front of the teens. "I agree with the bug. Especially since you all passed the test by doing the one thing we all have to do in order to win, and survive this war…work together."

Hearing Logan's words is enough to make the girls stop, think, and back away from each other. As such, causing MJ to remove her glasses to help her relax. "Well, he does have a point."

"Oh thank you god!" though Spidey as he let out a sigh of relief. "Yeah, he does…" Though he was grateful to Logan for actually defusing the situation between Kitty and MJ, Spidey still looked at the X-Man with an annoyed posture. "And speaking of 'points,' did you have try and drive the point of those claws through me in trying to teach the lesson of teamwork? I mean, seriously, my aunt's gonna freak once she sees…" as Spidey was about to show the scratch would Logan gave to him, he is totally surprised to see that while the claw marks were present on his costume….the wound itself was now fully healed. "What…?"

Wong, knowing what could have caused such a strange miracle, steps in to explain. "If you're confused as to why your injury has healed so quickly, you can thank the Key of Watoomb for that." Said the servant and causing an astounded Spidey to teach into look at the Key around his neck. "You see, once it has chosen its barrier, the Key can admit an energy which completely heals any wound the user may sustain. No matter how serious…or insignificant the damage."

And thus allowing a smirking Logan to give his explanation. "Which made it easier for me to use these." said the X-Man as he pops his claws back into his hands.

"Oh great, that's great." Spidey replied in a pleased, but still somewhat sarcastic tone, still annoyed at the fact that his costume was still ruined. "Well, aside from the obvious wardrobe woes, at least we don't have to worry about any more surprises."


Through the darkened tunnels underneath the city, a fearful Dr. Conners makes his way through the damp passageways with only a flimsy map as his guide. As he takes another look at it, he looks ecstatic at what he sees. "Oh good, the entrance to Dr. Strange's sanctum isn't far."

As Dr. Conners continued into the tunnel right in front of him, the ever patient and stealthy Kraven still hides in the pitch black corners and trails the scientist without his knowledge, and though feeling disappointed that this particular hunt was a waste of his talents…he was also glad that it will soon be over.