A/N Originally I had this chapter as the big break out and twist for Felicia but that's on hold for next chapter. This one will delve into Liz's character and her relationship with Peter.

As Spiderman and Firestar made their way through the city Spiderman turned is head as he web-slinged to the new super powered heroine flying next to him. "Soooo care to explain how you got your powers?" he asked trying to break the awkward tension.

"Why should I? You never told me how you got yours." Liz snapped back bitterly. She had a lot of resentment for Peter lying to her all those times and was angry it took her this long to figure it out.

"I got bit by a spider." Peter replied off-handedly and Liz actually fell a couple of feet as she had a deadpan expression on her face.

She quickly regained her trajectory though and turned to Peter. "You can't be serious."

"It was a radioactive, genetically altered spider." Peter clarified. "I got bit last year remember when we went on that fieldtrip at the end of our sophomore year to Dr. Conner's lab?"

Liz nodded her head remembering the trip. Part of her didn't like some of what she remembered because she wasn't that kind of a person back then. That was before her change.

"So tell me how did you become Firestar?" Peter asked one more time hoping to get an answer.

Liz sighed as she began to tell Peter how she gained her powers. "It all started shortly after we broke up….."

Flashback

Liz stormed off after having told Peter off and publicly embarrassing him. "Who does he think he is?" she yelled to herself as the anger welled up inside of her. She clenched her fists in rage both at Peter and at herself for not being able to keep him, sweat dripping down her forehead. "I love him and I hate him at the same time and I hate myself for having hurt him and I hate him for hurting me it's all AHHH" she yelled out. At that very moment her fists bursts into flames and she was so startled by this she fell down on her butt and the flames went out.

"What the hell was that?" she wondered her anger forgotten for the moment replaced by fear. "Great now I am turning into some kind of freak and I just dumped the smartest guy I know who could have helped me…" Liz gathered her things and rushed home where she barricaded herself in her room and cried both in fear and in sorrow over the events that had just occurred.

End flashback

"Wait so me breaking up with you caused you to gain powers?" Peter asked with a bit of mirth.

"No that's not it." Liz replied "The stress and emotional strain of the break up is what caused my powers to manifest they were always there inside me."

"You are going to have to explain that one to me." Peter quipped back

"Well I haven't finished with the story yet. A few days later a man came to my house….

Flashback about a week after the incident

"Elizabeth there is some one here to see you." Mrs. Allen called out to her daughter who was spending most of her time lately in her room alone.

Liz slowly made her way out of her room. Over the past few days she had gone through a lot in her own mind, phases of dealing with what was happening. At first she denied it that it must have never happened or it was imagined. That lasted all of a day. Then she began to fear it and was a little paranoid about setting things of fire. Eventually though she grew curious and began experimenting just turning on and off her powers focusing on her hands.

As she entered the family room she noticed her mom sitting in a chair next to an older bald man in a wheelchair, on the couch was a girl her age with brown hair and a purple blouse with dark pants.

Mrs. Allen turned to her daughter "Elizabeth this is Professor Charles Xavier he says he is for a school for gifted children and is interested in you attending." Her mother smiled proud of her daughter.

Liz sat down across from the professor, "You must have made some kind of mistake I am not that smart, up until recently I barely pulled average grades." Liz hung her head remembering who it was that got her to the point where she got good grades and what she did to him.

The professor smiled having been through this before and young girl with him also smiled remembering when the professor first had a talk with her and her mother. "Miss Allen it is not your grades that interests me though your improvement in academics is impressive."

"Thanks I had a good teacher." Liz replied bittersweetly.

"I am sure he was." The Professor smiled getting a few images of Liz studying with a brown haired boy and some of the emotions associated with those memories. "Why don't we talk about what happened last Friday?"

Liz went wide eyed. Last Friday was the day she and Peter broke up, and the day whatever weird stuff started happening to her. How can he know about that? She thought to herself.

You are not the only one with gifts. She heard the professor's voice in her head and her eyes went wider.

"Elizabeth what is he talking about?" Mrs. Allen inquired

"Mrs. Allen my school is for children with special gifts that some might not understand and others might fear. You see the people at my school possess a certain gene the X-gene that grants then extraordinary abilities." The Professor explained

Mrs. Allen scoffed. "You can't honestly expect me to believe that can you?"

The Professor turned to his companion. "Kitty if you would give Mrs. Allen a demonstration?"

"Sure thing Professor!" Kitty said with a smile as she phased through the couch and floor only to rise up next to the professor. "How's that?"

Mrs. Allen was gobsmacked. "But but that doesn't mean that my daughter is like you."

Liz thought about it and quickly came to the realization that these people wanted to help her understand her abilities. "Mom." She said causing her mother to turn to her. Just as her mother looked over at her Liz held out her hand and focused causing it to light on fire. "I am one of them." She said in a calm but cold manner.

"Mrs. Allen I founded my school as a place where people like your daughter can come together and learn how to control their powers in a safe environment surrounded by people like them who they can relate to." Xavier explained.

"Mom" Liz said gaining her mother's attention once more. "I want to go. I want to learn how to control this. And I want to get away from here for a while." She finished with a sad look on her face. Her mother had heard about her break up with Peter and how guilty she felt every time she saw him. Perhaps a getaway from it all would be good for her.

"Alright when can she begin attending?" Mrs. Allen sighed

"She can move to the institute this weekend if she feels up to it." The professor replied smiling at Liz. "I am sure you will fit right in miss Allen."

"Please call me Liz." She replied as she got up and went to her room and started packing

Flashback end

"At the institute I met lots of people and they helped me gain control of my powers. Amara in particular was a good friend because she had similar powers to me. Those girls you met when you came over to my place a while back they are all friends of mine from the institute." Liz finished off just as a loud explosion was heard by the docks. "What was that?"

"If my guess is right that would be Felicia telling us where she is." Peter replied as the two changed course and headed to the docks.

A/n so there is the new chapter hope everyone likes what I did with Liz and her past. Review please I take any advice I can get it helps me keep coming up with new ideas. Next story in line for and update is Spiders in the League!