Peter Parker/Spider-Man - Has gained super human spider like powers, thanks to a bite from a radioactice spider. After being bitten Peter went on a bit of an ego trip, he used his powers to gain fame and fortune under the name Spider-Man, but quickly learned "With Great Power Comes Great Responsiblity" when his uncle Ben was killed by a criminal he let escape. When he is Spider-Man, Peter will often vent out his frustrations on his advesaries when angered, making him an almost unbeatable oppenent at times. After being bitten by the Spider (and learning with great power comes great responsibility) Peter became more chraming/chrasmatic, quick witted, and somewhat popular in school, but as Spider-Man he can be the complete opposite (when angered/frustrated)

Eddie Brock/Venom - A one time soldier who served in Vietnam (alongside Frank Castle) but when he wouldnt take orders from his comanding officer(s) he was framed for murder and nearly killed. Brock was put in prison (on deah row) and served time (along with his cellmate Cletus Cassidy) A week before his excecution, Brock was broken/sneaked out of prison by Proffessor Miles Warren. Miles Warren had learned of Peter Parker's other identity, and became somewhat of a father figure to Peter, and when Warren told Peter that he could stop his suffering (of Peter) being Spider-Man, Peter gladly excepted, but when Warren told/showed Peter his plans (creating a clone using a human subject) Peter was outraged, but the process had already begun, Brock was transforming. Peter tried to stop the proceedure which causing a fight between him and Miles, which resulted in equipment being damaged. The process shortly began to grow wrong, Brock was receiving heavy dosage of Peter's DNA causing him to grow four extra arms (giving him a total of six) soon the lab exploded. Peter and Brock survived (unknown to one another) but no trace was found of Warren. Brock had gained Peter's powers and part of his memory, but he looked like a freak, and he knew Parker was responsible. Soon after Eddie became the super villian known as Venom and seeked revenge on Peter Parker and Spider-Man, becoming one of Spider-Man's most leathel villians, but things got worse (much worse) when Venom became the ultimate threat after gaining an alien symboite costume once worn by Spider-Man.

Mary Jane Watson - Longtime friend of Peter Parker, who became a bigger part of Peter's life once discovering his secret identity.


Awhile back the world learned about mutants.

Peter Parker (who had been bitten by a radioactive spider granting him super powers and making him the amazing Spider-Man) wondered if he was infact a mutant, and if the spider bite had merely just activated his X-Gene.

For more answers Peter (as Spider-Man) sought out Professor Charles Xavier.

Spidey manages to easily get through the (X) mansion's security systems thanks to his spider-sense, and makes his way to Xaviers room.

Upon entering Xavier's room (via a window) the professor is startled, but a quick telepathic scan tells him that Spider-Man means no harm.

Spider-Man and the professor have a long conversation about Spidey's powers and how they came to be (without Peter revealing his secret ID)

A short time later Logan awakes in his room hearing the professor yelling/screaming.

Logan quickly breaks through the professor's door using his claws, seeing the proffesor on the floor, and pair of feat (that look like Spider-Man's) leaving through the window.

Logan runs over to the professor, who moans "Spider-Man" and then passes out.

Que Intro.

The next day at Bayville High School.

Rogue gets in trouble, and Principal Kelly gives her the choice of detention or showing around a new student Peter Parker (whos very smart and only at Bayville to take extra classes that his high school does not offer)

Rogue says she'll show around the new kid, and upon leaving Principal Kelly's office she sees a nerdy looking kid (who looks like Peter from Amazing Fantasy #15)

Rogue: (to herself) Oh great, I gotta show this nerd around school, I shouldve taken the detention.

Rogue walks up to the nerdy looking kid, she is quickly cut off by the real Peter Parker, who is fairly cute/good looking to Rogue's suprise.

Peter: (waving) Hi Im Peter Parker, and you must be my lovely tour guide.

While Rogue is showing Peter around, Peter is getting quite a few looks from the girls of Bayville High, while getting alotta evil stares from the guys.

Kitty (who is standing next to Lance) makes a comment about how cute Peter is, and Lance gets very jealous, and decides to do something about it.

Lance: (while slaming Peter against the lockers) Hey! You think you can just walk in here, be Mr. Pretty Boy, and get away with it punk?

Peter gets mad, grabs Lance by his shirt, spins himself (along with Lance) around, and pins Lance up against the lockers, denting the lockers.

Peter: (serious with a comical tone) Its my first day here buddy, and I didnt expect to make any enemies till tommorow, so why dont you get out of my face till then.

Just then a few Barbie/Preppy/Cheerleader type girls come up to Peter and ask him if they can show him around school, but Peter declines

Peter: No thanks, I already gotta a guide

Peter points to Rogue, who then smiles.

Rogue: Why did you decide to stick with me? Those girls are much prettier than I am.

Peter: Hey, dont doubt yourself red, they may be pretty, but they dont have anything on you.

Rogue is flattered by Peter's comment.

Back at the mansion.

Scott and Jean are looking after the professor who is comatose, while Logan is out trying to track down Spider-Man.

The two of them talk about how much the professor means to them, and when and how they both came to the institution.

Shortly thereafter Kurt teleports into the room (from school) to check on how the professor is, but Scott and Jean tell him that the professor's condition hasnt changed.

Kurt teleports back to school, and it is lunch time he sees Rogue, Kitty, and Peter all sitting together at a table and decides to join them.

Kitty asks Kurt how the Professor is doing, and Kurt tells her he hasnt changed, but suddenly Peter becomes curious and asks who their professor is, and whats happend to him.

When Peter learns that it is Professor Xavier, who is laying in a coma, and that Spider-Man is to blame, he quickly makes an excuse and leaves.

Shortly after Peter leaves Logan arrives at the school. He uses his animal senses to smell the scent of Xavier's attacker, which leads him to Rogue's table (Kurt and Kitty have left by this time) when she asks him what he's doing he responds by saying

Logan: He was right here. The guy that attacked Chuck was right here.

Rogue tells him the only people that have been there have been Kitty, Kurt, and Peter, and Logan immediatly knows/thinks that Peter and the attacker are one and the same, but when he tries to tell Rogue she gets upset and storms off telling Logan that is wrong/mistaken.

Kurt and Kitty see Logan him and asks him whats going on, he tells them to get back to the mansion and suit up.

At the mansion Wolverine informs everyone who the attacker is (but dosnt reveal Peter's identity) and that he no doubt will be back to finish the job, and just then they spot Spider-Man on the security cameras.

Outside the mansion.

Spider-Man is crawling along a ledge when suddenly his spider-sense goes off, and he manages to jump out of the way of an optic blast. Spidey continues to jump around but is quickly stuck in mid air thanks to Jean. Scott nails Spidey in the chest with an optic blast, causing him to fall to the ground.

Once on his feet Spidey is face to face with Wolverine, and before he really gets the chance to say anything Wolverine has his claws out and is attacking.

At first Spidey is managing to avoid most of Wolverine's attacks, but eventually the rest of the team gangs up on Spidey.

Cyclops is constantly firing optic blasts, while Jean is using her powers to hurdle objects (like rocks), Kurt teleports all over the place while managing to to keep hitting Spidey, while Kitty is distracting and fighting Spidey with her powers, and Wolverine keeps lunging at Spidey using his claws and martial arts skills.

Spidey is getting beaten pretty badly, and his costume is getting torn to shreds, until at one point he is on the gound bairly able to move, Wolverine stands over him ready to kill him, and Peter/Spidey begins to see his life flash before his eyes, but he only sees the bad things that have happend to him in his life, and he becomes infuriated, he quickly jumps up and punches Wolverine across the face sending him flying and shattering Wolverine's jaw.

Spider-Man goes after Cyclops and Jean next. Cyclops sends a barage of optic blasts at Spidey, while Jean hurldles debri (rocks and such) but Spidey manages to slip between the optic blasts and debri by using his Spider-Sense alongside his super human agility and reflexes. He reaches Cyclops with a spin kick to the head, knocking off Scott's visor, while using his other foot to kick him in the chest, sending him flying into Jean, causing the two to slam against a wall rendering them unconcious.

Now its time for Spidey to go after Kitty and Kurt. Kitty is trying to distract Spidey using her powers so that Kurt can land some well placed (teleport based) attacks on Spidey, but its no use, his Spider-Sense is working overtime now and he avoids everything the two throw at him, although he's having trouble hitting either one of them. Spider-Man focuses on Kurt's (constant) teleportation. Spidey shoots a web-line at Kurt (who is in mid-air) and as he teleports Spidey shoots another web line write in the direction Kurt reapears, catching Kurt with his web-line (in mid air) and then slamming him down to the ground knocking him out. Kitty, disstracted by Kurt getting slammed to the ground allows Spider-Man to land a well placed Karate chop on the back of her neck rendering her unconcious.

Shortly thereafter it begins to rain, then thunder. Spider-Man looks up. Storm has arrived. Lighting begins to form in the clouds. Storm prepares to strike at Spider-Man, who smiles at her. She sends down two bolts of lighting, but before they hit the ground, Spidey webs her ankles together and pulls her down into bolts below (while jumping into the air) electrocuting Storm, knocking her unconcious.

Spider-Man stands victorious over the defeated X-Men, but his victory is cut short by Rogue, who jumps from behind him (his Spider-Sense goes off, but its too late) she grabs him around the neck (where his skin is exposed due to the battle) and drains him. Spidey falls to the ground, and Rogue then knows the truth, she pulls of Spider-Man's mask to see Peter's face. She cant believe it, but knows its true, when suddenly an unexpected visitor arives, Venom.

Venom was one who attackted the Proffesor. He had been following Spider-Man. He waited outside the of the Xavier's room as the Proffesor and Spidey chatted. Venom could not help but overhear their conversation, but rather than attacking Spider-Man on his way out, he decided he would have a chat with the Proffesor himself, in hopes that Xavier could cure him of his misfortune, but when Xavier told Venom he only teaches people to deal with their "changes" not cure them, Brock became furious and nearly killed the Proffesor, but when he heard Wolverine coming, he quickly made an exit.

Now Venom is back to finish the job. He was hoping Spider-Man would beat the X-Men, and then when exhausted he (Venom) could take out Spidey as well as Xavier with no trouble.

Rogue is now the only person standing to deal with Venom, luckily she now has Peter's memories, and knows how to deal with Venom. Venom leaps at Rogue, who jumps out of the way and delivers a (air) kick to Venom's jaw. While he's stunned Rogue takes the oppurtunity to go all out and nail Venom with everything she's got, but Venom manages to gain control of the situation and slams her to the ground hard. He stands over Rogue prepared to do his worst, when an optic blast nails him in his face.

Cyclops and the rest of the X-Men are back on their feet and are ready to take action. They charge Venom. Scott continues to fire optic blasts at Venom which distract him, allowing Kurt to teleport and deliver a knee to Venom's face, followed by a couple well placed kicks, sending Venom backwards to which he lands on Wolverine's extended claws (ouch) Woverine begins to go wild, and slashes like crazy at Venom, while the other X-Men continue to berage him with attacks, sending Venom falling to the ground unable to do anything.

Venom: Go ahead and kill me

Wolverine: We aint murderers bub, but if you come back you know whats waitin for ya

Venom stands to his feet (holding his arm across his body) jumps and then web swings away.

The X-Men turn their attention to Rogue who kneeling down next to Spider-Man's (unoconcious) body

Spider-Man awakes in the mansion's medical lab. He quickly checks to see if his mask is still on, whats left of it is. He then sees the X-Men standing beside him, and jumps out of the bed he was in, to find out that he's in his boxer shorts. He screams, and then quickly covers himself with the bed sheet.

Spider-Man: AHH! Where's my costume?!

Just then Proffesor X rolls up in his wheelchair fully recovered

Proffesor X: We had to remove your costume to tend to your wounds Spider-Man, but your indentity has been kept secret.

Spider-Man: (sarcasticly) Oh well, as long as nothing embarissing happend I guess everythings fine then huh? Wait a minute, what the heck happend? Everything is like blur mind.

Proffesor X: That was Rogue's doing. She thought you meant myself and her teammates harm, but now they know that you were only defending yourself and that Venom was my real attacker.

Spider-Man: Venom!? What..

Proffesor X: Remain calm Spider-Man, Rogue and the team dealt with Venom and he fled.

Spider-Man: (sarcasticly) I was hoping you'd do me a favor and kill him.

Cyclops: Spider-Man, on behalf of the X-Men, I'd like to apologize for our rash actions towards you.

Wolverine: Yeah bub, I should'va figured something was wrong when I found out your scent was somewhat diffrient than Venom's, but from what Rogue's told me......

Spider-Man: Rogue?

Proffesor X: Yes Rogue. You see Spider-Man, when Rogue touches someone she gains their power and memories, it was she who was responsible for your blured memory, and protected you when Venom arrived.

Spider-Man: I owe her a thank you then dont I? So, where is she?

Proffesor X: She's gone to get one of our extra unifroms.

Just then Rogue enters holding in uniform

Proffesor X: Ah, here's Rogue now. Everyone let us give Spider-Man some privacy.

Proffesor X and the X-Men leave the room while Rogue puts the uniform on a desk near Spider-Man, and as she passes by him the two of them lower their heads (their somewhat embarassed and ashamed) and she leaves the room

A few moments later Spider-Man exits the room fully dressed in the X-Men uniform (complete with mask)

Spider-Man: Do I look good or what?

Proffesor X: Ah Spider-Man you've finished changing. I hope the suit is to your liking.

Spider-Man: I love it.

Proffesor X: Does it fit well?

Spider-Man: Like a glove.

Proffesor X: Good then. Spider-Man I would just like you to know that I and the X-Men are here for you if you need anything, and we hope you'll visit us again, but preferbly not too soon. This recent escipade has been quite an ordeal for us all.

Spider-Man: (saluting) Got it Chuck. Well I guess thats it. Its been fun guys, I'll see ya around.

As Spider-Man is leaving he slips a small note into Rogue's hand (without anyone noticing) The note reads "Meet me at Four Freedoms Plaza at 4"

Later at Four Freedoms Plaza Rogue finds Peter waiting for her.

Rogue: I didnt know whether to look for you in costume or not.

Peter: (smiling) Uhm where do I start? I know you have my memories, so you must know why I didnt tell you about my other identity, but Im sorry for lying to you.

Rogue: Hey, I understand. Its not easy being a mutant either ya know?

Peter: Yeah, I guess not. The life of a super hero, never a dull moment.

Rogue smiles.

Peter: You have a beatiful smile, you should show it off more offten.

Rogue: Peter, no one has ever been as nice to me as you have, and I gotta wonder why.

Peter: Why? Beacause you're a good person, and you should always be treated that way no matter what. You have this whole "loner" thing going on, but I can tell that you like having your friends and loved ones around you, even if you dont really show it.

Rogue: So what do we do now?

Peter: Well, I got some time to kill before my ride gets here. (leaning in towards Rogue's face) Wanna go for a spin?

Rogue looks a bit suprised, but then smiles. Peter holds out his and Rogue touches it to gain his powers.

Moments later Peter dressed as Spider-Man and Rogue in her costume are web-swinging through the city, smiling, laughing, and having a good time. The two make their way back to Four Freedoms Plaza, but this time they are on the roof.

Rogue: That was fun.

Spider-Man: Yeah, it sure was. I've never been able to share this experience with anyone, and now that I finally have, it feels great. Its nice knowing that there's someone else who knows what its like, aside from Venom. That guy just takes all the fun out of it, ya know what I mean?

Rogue: You're talkin to a gal thats had first hand experience Spider-Man.

Spider-Man: (waving his hands around) Please, please, just call me Spidey.

Rogue laughs.

Rogue: (getting serious) Listen, I wanna thank you for sharing all this with me. Its been one of the greatest experiences of my life, and I wanted to thank you properly.

Spider-Man: Hey, no problem what are super heroe friends who know each others secrets for?

Rogue: No, I mean I really wanna thank ya.

Rogue then kisses Spider-Man through his mask. Spidey's mask along with Rouge's lipstick are enough of a barrier to keep the two from actually touching.

Spider-Man: Wow, uhm...you're welcome.

Rogue: Sorry for being so forward, but..

Spider-Man: Oh, no need to apologize for something so good.

Awhile later Peter and Rogue are both back at the bottom of Four Freedoms Plaza, and are out of costume.

Rogue: So I guess your ride is gonna be here any minute huh?

Peter: Yeah.

Peter and Rogue look a little sadened.

Peter: Hey I have an idea!

Peter pulls a camera out of his book bag.

Peter: Why don't we take some pictures with my instant digital camera before I go?

Within seconds Peter begins snapping away, taking pictures of Rogue.

Rogue: Hey, let me see it.

Rogue takes the camera from Peter, and then begins to take pictures of him. Peter then gets the bright idea to web the camera to the wall while no one is looking, so he can get a couple of shots of him and Rogue together.

Peter: Smile for the camera Rogue!

The two begin posing in all sorts of ways as the camera snaps of pictures of them.

HONK! HONK! Peter's ride has arrived, its his friend Mary Jane Watson, driving a sporty looking car.

Peter: Hey, thats my ride.

Peter grabs his camera off the wall. He pulls a camera memory card out from his back pack, puts it in the camera, and a few seconds later gives it to Rogue

Peter: Here look, I'll save the pics on this little memory card, and you can get them developed whenever you want.

Rogue: Thanks Pete.

Peter: You're welcome Rogue.

HONK! HONK!

Rogue: Well, she's impatient.

Peter: Yeah well thats MJ for ya. Alright then, I guess this is goodbye.

Rogue: Will I ever see you again?

Peter: You can count on it. Bye Rogue.

Peter shoots a small spurt of webbing on Rogue's cheek, and Rogue touches it as if Peter had kissed her on the cheek.

Rogue: Bye Peter.

Peter runs quickly to MJ's car, and (litteraly) jumps in. The car speeds away. Rogue looks somewhat saddened.

Logan: Hey kid.

Rogue: Logan, what are you doing here?

Logan: Im just checkin up on ya. So, that was ol' web-head that just left?

Rogue: How did ya...

Logan taps his nose

Rogue: Oh right, I forgot. Listen Logan Im sorry for what I said to you ealier at school.

Logan: Thats okay okay, there's no need to apologize, I was the one that was wrong. I shouldva listend to you. You were just trying to stick up for your friend, and you should, cause people like him are hard to come by.

Rogue: Thanks Logan.

Logan puts his arm around Rogue and the two walk away.

Later we see Rogue sitting in her room doing her homework. On her dresser sits a framed picture of her Peter (the camera zooms in on the picture, and as it zooms out) we then see the same picture framed sitting on dresser in Peter's room, where he sits doing his homework.

The last thing shown is the picture one more time (fade black)

THE END