Avengers, Spider-Man 1. Return

**THIS IS A REBOOT OF THE FIRST CHAPTER BECAUSE THE ORIGINAL SUCKED REALLY, REALLY, REALLY BAD! **

**I also watched TASM 2 AGAIN last night. I cried so freaking hard, I thought I'd get an asthma attack or something.**

* * *

><p>Beginning again was something that Peter had wanted to do from the second he set foot on those streets with his younger sister. He was given two chances. The first was that one unfortunate - fortunate... he couldn't decide - day when he got bit by that spider. He decided to use the gifts he earned for good, and to help his sister with her own.<p>

The second was when Clint found him in that back alley. Peter hadn't had a single idea about what was going on, but in the end, it ended up being good. The results where much more than he could have ever hoped for. Again and again he wondered what would have happened if it had gone differently. Even just one detail out of whack. Could something have been different?

It took a lot of time for him to realize that things could never be better. In fact, nothing could have gone wrong that would have kept him alone with no one to help but his sister. And Gwen. Of course Gwen. She'd been a life saver for them both, setting aside all spare time to help patch them up and even, on occasion, give them somewhere warm to sleep for the night. She'd been like a guardian angel to them both.  
>After nearly a year of the three of them knowing, the only other people acknowledgeable of their predicament the school they went to... <em>things... <em>fell into action. Connors was suddenly at their heels and they couldn't be in one spot often, not even the school. The one time they'd tried sleeping in the gym they where attacked. They didn't go to Gwen's often anymore, and Peter told her it was to keep her safe, and it tore his heart to see the sadness in he eyes when he told her that. She'd looked down on the floor, Elli sitting next to her and looking at Peter helplessly. _  
>"I'm sorry." <em>He'd said_. "I just can't risk anyone getting hurt." _  
>Gwen had looked at him, and then jumped up to kiss him, and by that time he'd already decided. He didn't see her for another six months.<p>

At that time he'd gotten sick, and had told Elli to stay at the 'safe house' as to keep her from harm. But he still went out in costume. He knew that she absoloutly hated when he did it to himself. Then, one night, after Peter had come back Elli had run off to get medicine, and he went to find her because he didn't want her to get caught, but he himself just ended up being cornered. Before he knew it Clint and Natasha had saved them.  
>It was a miracle, Clint and Natasha, the two souls who'd grown attached to him and Elli from the second they'd even gotten close to bonding. Not long after they became even closer, Natasha earning the nickname of 'Mama Spidey' while Clint was rewarded 'Pa Legolas'. Steve, Tony, Bruce and Thor became like uncles, Darcy, Pepper and Jane like aunts. They'd made the two go to school regularly, and helped them get better at fighting crime. They'd become one big, happy, <em>absolutely crazy <em>family.

Family.

He hadn't been part of one for a long, long time.

But it wasn't done growing.  
>Not long after, Peter and Gwen began to see each other more often again. He'd go to her fire escape and knock on the window when he needed help covering up some injury that both Natasha and Elli would have a fit about, whilst Clint would pat him on the back and say 'one more scar for the collection'. Everything was perfect for six months. Graduation was getting close, Elli would have only two more years of high school and Peter would be headed off to collage, and maybe even be getting married. Graduation had, as he remembered, been a mess. A happy mess. Again, everything was perfect, even more perfect if that was even possible. But tragedy couldn't seem to stay away from him. She'd died. Gwen had died.<p>

Peter had no idea what to do with himself. No one knew how to help him. Elli would occasionally knock on his door, asking if he wanted to do something, or Tony, Jane, and Bruce would ask of he wanted to do science, or Steve and Thor would ask if he wanted to cook, Darcy would wonder if he wanted to prank someone, and Pepper would ask him to join her in a craft of some sort, but Clint and Natasha hadn't. Clint had asked two times if he needed some cheering up. Natasha had once offered a hug.  
>He'd declined both.<br>In due time, Peter grew better. Every once and while you could spot him smiling, the same cheesy grin all the same. Sometimes he would smirk and joke around and the latter grew even more and more likely to happen. Everything was almost normal - or as normal as possible with the said group - again. Tony would drag them off to one place or another, and Thor would continually make the toaster explode.

But one day things _changed_. All of the sudden three more people with spider powers existed, and Gwen was alive and breathing and _there _again, and he couldn't seem to believe his luck for a long time. Mary-Jane was climbing the ceilings and dating his clone, Ben, who seemed very unstable and unsure in himself and acted nothing like Peter.

But now things were starting to slow to a steady, calming, repeating pace.

Peter recapped this all in his head as he stood over the large concrete city spread far out below him, a cold wind rustling his hair in every which direction. His mouth was set into a thin line, and he was perched high above on a gargoyle fixed to the side of the Empire State Building. The mask flapped in his hand, his brain registering the uneasy thought that if he dropped it, he'd be helpless.  
>Dusk was only just beginning to set on the horizon of New York city, and he knew that by now his sister and friends would already be out stopping the early start of the crime spree. It usually started about this time, anyway.<p>

He could hardly feel the every so present feeling of at least two of them out there already, no doubt Elli and Ben. Again and again he found himself glancing at the street below, contemplating the thought of moving on to his usual routine or simply staying in the comfortable crouch atop the gargoyle's forehead; as he always did.

He had grown used to the steady of schedule of waking up early, eating, going out to fight crime with Elli before she headed back to the high school to start her classes, and then coming back to find either Clint, Natasha or Steve up (sometimes more than one of the latter) and cooking. By this time Gwen was studying her online courses for collage, Ben was being further educated by Tony and Bruce, and Mary-Jane was still trying not to blow her cover. He would swing in quickly, grab a snack, and then leave to start his own collage courses for the day, which included Advanced Science, Chemistry and Engineering. He didn't have too many classes; much to his relief. Between the two him and Mary-Jane would go to the on-campus coffee shop and talk about each other's problems before he went back to the tower to chill for about an hour.  
>At this point it would be almost four, so then he would get into his costume, (or grab it, depending on how many holes there were) and swing to one of the four the all-too-famous gargoyles of the Empire State Building. He would sit and watch the city below with amusement after finishing his studies, or stitch up all of the holes and areas that had been torn in the fine material. Sewing had been something Elli had to teach him, since she of course was a girl, and he would have been much to embarrassed to go to one of the dewing classes in whatever dirty neighborhood they'd been staying in at the time.<br>Then he would stay still, his deep brown eyes darting in-between each face in the busy street far below, until dusk fell. By then he would start his job of fighting crime, occasionally bumping into one of the others, but usually he was alone, since the city was so large and complicated. At about one or two-o-clock he would go back to the tower and sleep.

Reviewing the schedule over and over in his head helped him concentrate, which he found hard; with the worry of new threats popping up every once in a while, and continually more frequently. A large boom in the mutant population had grown quite large recently; causing more riots or fights in the street. It pained him to see such innocent people being punished for not having a choice.

It wasn't like he had been given much of a choice either.

He felt a slight tingle in the back of his skull, causing his thoughts to shatter. A small grin grew on his face.  
>"Hey, Gwen."<p>

He was now fully aware of the chuckle the sophisticated blonde let escape her mouth, along with the twisting of twine and wicker underneath her hand, the rustle of fabric in the wind, and the slight movement of objects in the old basket she held.  
>"Hi." She said softly, the grin audible in her voice. "You hungry?"<p>

He let out a breath, aware of the small, hardly visible cloud that erupted from his mouth and nose when he breathed; yet another sign that winter was on it's merry way. He nodded, his head bobbing up in down in the ever familiar motion. He scooted over to the edge slightly, making enough room for her to sit next to him, patting the empty spot.  
>"Come on, get over here."<br>He turned around to see her smiling, an old basket swinging in her grip. She broke the small distance between them in a few small steps, plopping down next to him comfortably.  
>"So what's up?" She asked, taking the pair of sandwiches out of the old basket, no shaking of the hand at all visible.<br>"The usual." He stated simply.  
>"I hardly see you."<br>He paused, glancing at her. For a fleeting moment he remembered.

He saw her, on the ground in the clock tower.  
>Cold and pale.<br>Here hair splayed out about her head in a golden halo.  
>Dead.<p>

"Sorry. The classes are gettin' long. It's kinda hard to scrape up time in this busy world, eh?" He turned and shot her his usual sheepish smile.  
>"Well, might as well spend the night around the city together, right?"<br>He smiled even wider. "Would there be any other way?"

* * *

><p>Elli sat in her classroom, and yawned.<br>It was a big, loud yawn, though no one turned to look at her. It was the kind of yawn that made the sides of your mouth hurt, and then they stung until you closed your mouth again.  
>She had hoped it was enough to drive away the gaze that had back since almost a few weeks ago, which surprised her. She wasn't much a pick for boys anyway.<p>

But Robert Drake, or Bobby as everyone called him; was seemingly always somewhere nearby. She honestly, could hardly wait until the bell rang so she could go back to the tower without having to feel uncomfortable about his eyes on her all the time. He hardly did his work either. Well, he did, and he was pretty good, but he looked at her a lot. Too much for her taste.

She glanced at the clock.  
>Any minute...<p>

The bell rang, and the science teacher, Mrs. Campbell, said goodbye to everyone for the wonderful extent of Thanksgiving break. She quickly grabbed her things, packing up the book and binder she had and strutting out of the classroom, waving to the teacher before quickly disappearing behind the doorframe. She continued to fast walk along, still aware of the ever so annoying presence of Bobby Drake behind her. Elli stopped at her locker to stuff her binder in, careful to make sure she'd grabbed what little homework she needed with her before whirling around to find Bobby standing right behind her.

She could feel herself groan, exasperated.

Bobby Drake was someone the 'cool kids' considered hot, at least in a surfer dude kind of way. He had spikey blonde hair, that was usually uncared for, bright blue eyes and that carefree smile that would've won him all of the donations and fans in the Hunger Games.  
>As if he could win.<p>

"Hello Robert." She said stoically, tilting her head up a little bit to meet eyes with the slightly taller boy.  
>"Hi Elli."<br>She was suddenly aware that he was red, which was an uncommon thing. Bobby was known around Midtown High for being almost immune to the cold. His cheeks were flushed, though it was obvious he was trying to hide the uncertain blush behind a wide, cheery grin. She leaned against the locker, her eyebrows raised.  
>"What brings you over here, to little old me?" She asked, subconsciously shaking her head to rid her face of the sloppily cut brown hair that hung in her face.<br>"I... okay. Hmmm." He stuttered, rubbing his hands together. She watched with amusement as he twirled around on his heels. "I was wondering if... I dunno if someone already asked you but... do you wanna go to the Christmas dance with me, maybe?"

Her eyes flew wide, the brown irises growing large as she struggled to keep a grip on the folder in her hand.  
>"Oh." She said quietly, her smile falling into an uncertain, gaping frown.<br>"It's okay if you can't I mean... that's okay." His head fell to his chest and he started walking away.  
>"Wait! Wait." She called, he turned back to her. "Sure. Yeah, yeah, I guess. Sure." She mumbled, struggling on words.<br>He smiled. "Great. That's great."  
>Elli nodded, turning around as he waved. She snatched her backpack out of the locker, stuffed in her homework before slamming it shut, stopping and smiling.<p>

It was the first time anyone outside her family had ever expressed love for her, she realized cheerily.  
>Bobby Drake liked her.<br>_Bobby Drake, _target of the mean girls, liked _her; _boring (somewhat), geekish (actually nerdy), normal (that was a huge understatement!) Ellerianna April Parker.

She started to leave, her hands balled in fists around the straps of the bag.  
>It was when a shrill scream erupted from the bathroom the happiness dissolved.<p>

* * *

><p>She was perched on the roof, her bright red hair billowing about in a great haze in the wind. Under the mask she was frowning, her mouth set into a slight downward curve, her eyes blurred with concentration; hardly noticing the blobs of color that were people passing by below her.<br>Her thoughts were drifting, back to the small neighborhood she'd used to live in with her abusive father and mother, who was helpless most of the time.  
>She wondered what she would be doing without her there to take most of the drunken shouting, fists flying towards her. The pain was hardly comparable to the time in Oscorp.<p>

She shivered slightly.

Oscorp had been much, much worse.  
>Mary-Jane could still vividly feel the sting of probes and needles, all injecting her with a poison; a stinging, burning chemical combination that made her veins feel like they were on fire, make her head spin; her eyes grow blurry; her arms and legs ache. She didn't know how it felt for Ben though; even though she did remember seeing him - well, almost it was like a large disgusting version of Luke Skywalker from Star-Wars; just less freezing and more a lump of human being - in a glass container on a far wall.<p>

She didn't mind it now, he was a person; not a clone. He wasn't just a copy of Peter Parker, he was Benjamin Reilly; her boyfriend.  
>Again she shivered, shaking her head to clear her jumbled mind.<p>

She could feel that shudder go of in the back of her brain again, telling her there was danger somewhere. Down the street in an alley, probably a mugging.  
>She'd have to go back to the tower soon, she reminded herself, the sun starting to grow low over the cool winter skyline.<br>So, she stood and swung towards the scene and tried once again to forget.

* * *

><p>Ben stood, quickly thanking Bruce for the quick lesson.<br>They were all coming back now, the memories. He laughed bitterly to himself. Technically, they weren't even his. Ben knew secrets that Peter would probably want kept to himself, all because he was just a copy.

He could see brisk, fleeting images of smiling people, the earlier memories being a young couple and a toddler; the later being a much older couple in a different house; a different bedroom. The same little kid though.  
>He could remember a million feelings, shock, hatred, anger, happiness, joy, confusion; sadness.<br>He could remember the hard feeling of concrete at his back whilst staring up at the stars or cloudy sky. Sometimes being rained on. Running from men. Scary men, always different; with syringes in their hands and scales racing up their legs and arms and necks. And their eyes. The soulless, yellow eyes.

He could feel a shudder overtake him as he headed down the hallway and away from the lab.

They weren't _his_ memories though. His mainly contained of thoughts. He froze in the middle of the hall.

_An embryo. That was it, just an embryo, hardly anything more than a bunch of small cells.  
>But in time they changed into the form of a young child, and soon after that a boy.<em>

_At this point thoughts were formed, memories slowly fading in, though basic. The necessary functions of life taking over, filling his lungs with the supplied air. His heart beating to try and keep it all going.  
>Then a teenager. <em>

_A person. A real person. _

_Loneliness.  
>Cold metal.<br>Cold. It was so cold. _

_Shouting, blind stumbling. _

Ben sucked in a breath.  
>It was fine.<p>

It was all behind him.

* * *

><p>She froze in the middle of the hall, turning around slowly as people began to flood past her. The backpack was slung over her shoulder, though her hand was now trembling, her bottom lip quaking.<p>

No.

No it can't be him.

She could hear the angry roar erupt and echo through the hallway, the fearful screams of the three girls that'd entered the bathroom only minutes earlier. Around her she could hear thudding footsteps, screams and shouts of fear and shock and surprise and overall confusion. She could feel the blood rushing to her head, feel her heart pounding in her chest. Unstoppable.

For a split second she made eye contact with Bobby. He seemed calm, glancing at her, lips drawn slightly apart in the notion for her to leave.  
>She didn't though, standing her ground and stepping to the middle of the hallway as the last few people cleared out. She couldn't see Bobby anymore.<p>

She could see him.  
>He was standing there, venom and spit dribbling down his scaly chin, his lips drawn apart into an angry sneer. His yellow eyes were narrowed, the pupils mere slits. His arms shook with anger and excitement, the boney hands moving about, the claws clacking loudly against one another. A large tail swished at his feet.<p>

"Connors." She whispered, hardly aware of her shaking voice. "Connors, what are you doing here?"

There was a large silence spread between the two. It took a moment before the creature opened it's mouth.

It laughed. It actually laughed, a deep angry; messed up chuckle erupting from it's throat. "It's simple really." It's voice sounded as if it was speaking into a microphone, two voices sounding at once, cracking and skipping like a broken record player. "When the job doesn't get done, do it yourself!"

Elli felt a tingle go off in the back of her brain, and she ducked as Connors launched himself at her.  
>"Gah!" Before she knew it, Connors had snatched her with his tail.<br>She went catapulting through the far wall, dust gathering over her thin frame as she lay sprawled in a science classroom.  
>She groaned, only moments later to feel a large bony foot crushing her arm, she winced, grabbing a nearby stool and started attempting to batter the great beast off.<br>"Nowhere to hide, Parker." Connors spat, grabbing her and throwing her into the closet behind the teacher's counter.  
>She fumbled to get the bag off her back, unzipping it and snatching out the mask, gloves and boots. She tore off her shoes in an attempt to pull on the boots, and then her shirt to reveal the Spider-woman uniform showing it's proud colors in the dark of the closet.<br>"Come out to play..." She could hear him hiss, the sound of fizzing joining his voice. Crap. The chemicals. He was a scientist!

She managed to pull on her mask just as a small glass container shattered nearby, filling the small space with a toxic smoke.  
>She leapt out anyway, launching herself onto his face in a loud battle cry. She could feel the claws sliding down her face and back in an attempt to pry her off, but she held fast, waiting as he stumbled out into the hallway.<p>

Elli leapt off his face, crashing into the ceiling.  
>"Stop! Stop this!" She cried. "We can sort this out!"<p>

She only gained a roar in response, Connors in turn climbing the ceiling behind her, growling and sniveling behind her. She jumped back to the floor, firing webs at him fruitlessly. He came forward, slowly stomping towards her. He took the chance to strike, large claws flying towards her and narrowly missing her face. She let out a gasp, sending a web flying at the clawed hand. It connected with a locker, giving her a split second to get to her feet. By the time she glanced up he was grinning, the webs holding a large jagged piece of metal to his hand.  
>"Uh oh."<p>

He took a swing, and she narrowly dodged, pulling a move that looked like it came right out of _the Matrix. _She came back upright, webbing his arm and quickly tearing away the hunk of metal, discarding it. Connors roared, turning around and whipping the thick lengthy tail on top of her.  
>"Uoof!" She grabbed hold. "Let us... <em>guh!... <em>sort this - _Ah! _Out!"  
>Before she had the time to register it, Connors whipped around, sending the tail flying off and crashing through a pair of double doors, Elli still clinging to the tail. Her eyes widened in disgust behind the mask as she pushed the limp object away. "That's disgusting." She muttered. Connors was coming, slowly, as always, taking time to relish the hunt.<br>She jumped at him once again, but he was prepared. His arm flew out, pinning her against the window. She could feel the glass shatter, still holding together in a rigid puzzle. She struggled to get it off, trying to breathe.

She gasped and fell to the floor as the clawed hand suddenly disappeared. Her head spun slightly from the lack of air. When she glanced up she saw a boy, oddly familiar, shooting daggers of ice out of his hands, his mouth pulled back to reveal his teeth; which were bared angrily. She fired more webs at Connors, starting to pin him to the floor. The webs were accompanied by heavy sheets of ice.  
>Suddenly she collapsed, heaving for breath.<p>

"Spider-woman? Hey, Spidey." She could feel a hand start to slap her face lightly. Her eyesight was starting to blur from the lengthy period of lacking air.  
>"Hey! Hey, don't pass out on me!"<p>

She groaned, her eyes fluttered. She suddenly felt her face grow cold, the familiar warmness of the mask disappearing. There was a long pause, before the talking only grew more desperate.  
>"Bobby?" She mustered, before her eyes rolled up into the back of her head and the world went dark.<p> 


	2. Somewhere for the Special People

**Hey everyone! I'm sorry it's been so long, the lab scene took forever to kink out! **

**I'm happy you all like it!**

**But my big question is who you guy's think Elli should have a crush on. It could be Johnny Storm or one of the younger X men (Nightcrawler and Iceman are taken) So there is Forge or Angel as a possibility. Or should it be a regular guy form high school?  
>It's up to you, tell me what you think in the comments.<br>:3 **

* * *

><p>Elli strode down the hall, her face blushing red behind her mask. Her hands where laid across her chest, and a scowl was spelled on her face; though it was hidden. She felt uncomfortable with the new group of Avengers. Especially since one requirement was that everyone knew everyone's identities. She had yet to show her face. All people knew was her name. It bugged her, quite terribly. She had never told anyone even an indication of her name, ever. Not in costume. One haunting warning still hung in her head from almost two years ago. She couldn't forget the look on Peter's face when he'd told her.<p>

_"Never, never, ever, ever tell anyone who you are, unless one of us is dying or I'm dead. But if I an you can only tell one person, and it has to be the person you would trust with your life." _He'd said, a dead serous expression on his face.

She had no idea what to think of her new teammates. Sure, they wouldn't all get together often, only if the world was in peril. Like, dire, no-help-at-all-and-in-need-of-super-humans peril. But what most annoyed her was Fury's declaration that everyone need to stay in the tower for a year just to make sure. Steve had signed it, Cyclops had signed it - or Scott, as she'd later learned -, Mr. Richards had signed it, and so had Luke Cage, even though he had only two people on his team. His _separate _team.

The teams were still separate. They could go on self-corrugated missions and do business in the individual teams. Now they felt more like branches in the military.

Suddenly, Elli stopped in the middle of the hallway, her thoughts scattering as someone suddenly crashed into her. They both went flying to the floor. Elli, of course, was up on her feet in seconds.  
>"Sorry, I didn't see you there." She said, helping up the person she'd bumped into.<br>"No... it's my fault, I wasn't looking where I was going."

The said person brushed themselves off, and flipped back a long wave of greenish hair that hung in her face.  
>"You're... Elli right? Spider-woman."<br>Elli simply looked down, even though her mask was covering the insecurity spelled across her face. After a few seconds she quickly nodded.  
>"I'm Elizabeth." She held out a hand, a grin appearing on her scaly green face. "It's wonderful to meet you. You're, like, the number one person who inspired me to get hooked into the X-men. Well, that's what we call ourselves anyway." Elli took her hand and shook it lightly before returning her limbs to be crossed in front of her chest.<br>"I can show you around, if you want." Elli offered.  
>"Yeah! That'd be great!" Elizabeth stammered.<p>

Elli grinned behind her mask, taking Elizabeth's hand as the two took off down the hallway.

* * *

><p>Peter was perched on a stool in the lab, which, at the moment was feeling very claustrophobic. He'd pushed all of his web shooter pieces onto the far side of a table, while Ben sat across from him, working on his own web shooters. Gwen was on the other side of the seemingly crowded lab, unenthusiastically messing about with chemicals, a textbook strewn across her lap since she couldn't go to public collage, because basically all of New York thought she was dead because her death had broadcasted on the news. Bruce was sitting nearby, a large pair of earmuffs on his head while he tried vainly to read. In the middle Tony stood, talking loudly about mathematical algorithms to Reed Richards, the leader of the Fantastic Four, and Hank McCoy, the scientist of the X-men team.<p>

Peter felt himself subconsously grit his teeth under the mask as he tried to ignore the noise in his ears, an annoying combination of AC/DC and Tony Stark. How did Banner handle this on a regular basis? He thought to himself.

Suddenly the door opened and a young man walking in. "Ah, Forge. I was wondering when you'd get here." Hank said, putting a large blue arm around the said man's shoulder. "Mr. Stark, it's an honor to meet you." Forge said, shaking Tony's hand and making Peter roll his eyes. "That was my father. Call me Tony. We were just talking about maybe adding another floor to the lab."

A sudden chatter of voices made Peter wince. The lab was usually so quiet. He ignored the empty tingle in the back of his head, allowing himself to jump when the person next to him spoke.  
>"You made those?" Peter looked up to see Forge hovering over his shoulder.<br>"Yeah." He answered.  
>"That's awesome! I've been trying to figure out how, it's just I couldn't ever make the trajectory small enough and powerful enough. I still can't figure out the web fluid." He said, sliding into the stool next to Peter.<br>"I can show you a few techniques."  
>"That'd be great."<p>

* * *

><p>"So, what's it like in the tower? Like, living here all the time?" Oh my gosh, Pepper's shopping sprees are so much fun, and so are movie nights. You are going to love it here!" Mary-Jane and Kitty Pryde sat on her bed, Rouge sitting in a backwards chair and Susan Storm looking through a scrap book. "Ah love shoppin'." Rouge said, looking through the nail polish on the dresser. "Oh, I know." Susan agreed.<p>

"So, anyone have any crushes?" Kitty asked, pulling Mary-Jane's hair back into a braid while MJ did something to Kitty's. "I'm married to Reed... but I do think Tony's cute." Sue said, making everyone laugh as she turned red.  
>"Don't go tellin' nobody, but ah think ah like Bobby. Ah think it's his hair." Rouge said quietly.<br>"Or the fact that his uniform does not include a shirt." Kitty said. "Or that. It's not like he needs it though anyway, he's immune to the cold."  
>Rouge blushed, fingering her gloves. Mary-Jane laughed. "Well, I'm dating Ben. I would date Peter but, he's already taken. And Ben has that blonde hair and those brown eyes, and he's so shy and sweet!" MJ sighed.<br>"I don't know if I have any crushes, but I am a big fan of Spider-man, I mean, like my whole room was covered in posters." Rouge chuckled a bit as Kitty shot her a glare. "But I did hear Elizabeth and Kurt are going out."  
>"They are...?" MJ questioned. "Like, the only two people here with tails." A chorus of '<em>oh's<em>' verified their understanding.

"Do ya think this nail polish would look good on me?" Rouge asked, holding up a grey.  
>"What about the blue? Wait... no, black." Kitty said, while Sue looked up with an amused expression on her face.<br>"We should paint our nails!"  
>"Yeah!"<br>"Why not?"  
>"Sounds like fun."<p>

* * *

><p>Dinner was absolute chaos.<p>

Natasha had no doubt that there would be a lot of cleaning up to do. Clint was perched in the rafters, claiming it was the only place to get space. Steve and an X-men called Kurt were sitting on the couch talking while Elli and another girl named Elizabeth sat nearby. Tony had all the scientists gathered about, Reed and Hank. Natasha smiled. Tony was a people person, after all.

Peter was talking with Forge, who had come late due to an accident in the X-men lab back in Bayville. They seemed deep in conversation, and Natasha was dully surprised he'd taken of his mask. Ben was sitting with Warren, who was having trouble tucking his wings back so they could sit down, Johnny Storm, and Bobby who at the moment she looked cooled their drinks. Mary-Jane was sitting next to Rouge, (who's name she learned was Anna-Marie) Susan Storm, and Kitty Pryde. Pepper and Jane were talking with them, all having a good time and occasionally laughing. Bruce was talking to Ben Grim, the Thing, who was currently sitting across from him. Gwen sat in another small group, consisting of Jean Grey, Scott Summers, Storm, Thor (he wouldn't stay there long, Natasha had a feeling) and Ava Ayla (the White Tiger).

Natasha headed to the corner of the room, were Logan Howlette (Wolverine), Luke Cage and Danny Rand (Iron Fist) ate while having a small conversation with Professor Xavier. She sat with them, and talked occasionally, glimpsing up to see the rest of the room. Soon after dinner, as everyone was heading off, a loud siren entered everyone's ears. Natasha could roughly hear Tony cursing about having put it in.  
>Fury's voice broke the silence.<br>_"We have aerial combat. Repeat we have arial combat entering Earth's atmosphere. Intersect and eliminate." _

The room fell into a mad scramble as everyone raced to find their uniforms and the way to their team jets. Natasha took of to her room, quickly changing and running to the stairs, which opened on the hanger level. Two large jets were already revving up. Natasha ran to the quin jet, jumping in just before the door closed. She could see Bruce out of the bay window, waving good luck. The quin jet took off first, taking the lead of the formation. Behind them the sleek Blackbird pushed through the air, and further behind that Natasha could see the Fantastic Car (she laughed in her mind at the name) putt putting along behind them. Angel and Iron Man flew alongside, and above was the Heroes for Hire helicopter, housing the small team of three.

Natasha could feel her eyes widen as she saw what the problem was.

A swarm of small ships congregated around one larger one, which was a dull blue and orange color. The fired, making it seem like a scene out of Star Wars. Moments later, the larger one started falling.


	3. What have You Done?

Natasha watched in shock as the larger ship started to slowly plummet to the ground. It was obviously very battle worn, harboring a quarry of large scratches and holes and burn marks all over, the bright color interrupted.  
>"I'm headed out." Peter stated, standing in front of the bay doors as they opened.<br>"Stay safe, keep in contact." Steve said, nodding.  
>Peter jumped out, along with the rest of his team. Elli waved before she jumped out, but she was then quickly enveloped by a rush of cold air and mist.<p>

Natasha stood near the entrance, watching as the X-men and Fantastic four got to work, Tony, Johnny and Warren dive bombing the smaller ships whilst Scott and Ororo blasted the view ports so Kurt, Elizabeth, Peter, Elli and Mary-Jane could get inside. At the moment, Gwen and Ben where trying to find a way inside the larger ship to determine threats. Meanwhile, everyone up in the helicopter was shooting down upon the smaller ones, accurately hitting the engines.  
>Natasha was firing at the ships that whizzed by in a similar fashion, as well as Steve, while Thor stood atop the Quinn Jet, electrocuting the drivers of the smaller ships.<p>

Suddenly, the comn came on.  
><em>'I've got contact with the larger ship, repeat, I have contact with the larger ship, over.' <em>Gwen's voice echoed through the small speaker. _'They are not a threat. I need some help evacuating the crew. Over.'  
>'This is the Blackbird. Sending in Nightcrawler, over.' <em>Hank stated through the crackle of the intercom.  
>'<em>We'll send in Mr. Fantastic.' <em>Sue replied.

Natasha eyed the larger ship worriedly, spotting Reed and Kurt starting to make their way towards it.

* * *

><p><strong>Five minutes earlier...<strong>

Gwen slipped through a narrow hole in the hull of the ship, expertly avoiding the sharp edges of metal the poked out. She could hear panicked voices and shouting from a few feet away.  
>"We've entered the atmosphere! Pull up!" A feminine voice exclaimed.<br>"I can't pull up, the rotationary engines are down!" A male voice shouted back, seemingly around the same age. "Rocket, how're you doing?"  
>"My gun's jammed, I can't get a clear lock on any targets!" A gruff voice answered back as Gwen crept forward.<br>"I will not be able to go outside to make repairs at this trajectory!" A third voice answered back.  
>"Obviously!" The first voice stuttered. "<em>Gahhh!<em>"  
>"I can go out a push it up!" A younger voice exclaimed, worry rippling about it.<p>

Gwen's eyes widened as she felt the base of her brain tingle. She whirled around, her eyes growing even wider if possible, her mouth agape. In front of her stood a tree. Well, not exactly a tree, it was more like a tree person, if at all. She stepped back, hissing a curse under her breath. It stared at her, it's head tilted.  
>"I am Groot?" It reached out, and Gwen had not other choice but to screech and take off in the other direction. She stopped suddenly in a doorway, spotting two people in chairs while another rushed about.<br>"Try and pull up!" A woman shouted, who was seemingly green. A large katana was strapped to her back, and she wore some sort of leather, as if prepared for battle.  
>"I can't, Gamora! The engines are down!" A man exclaimed. He flipped a switch, looking about wildly before jumping up and knocking something over as he scrambled to grab something.<br>"That's why I can get out there and help get us out of the atmosphere! At least slow down our speed so the crash won't be as bad!" Gwen slid behind the door, peeking around to see a boy who seemed about her age running about as someone else, covered head to toe in red tattoos, gestured for things.  
>"No, it's to dangerous. We can not risk your life." The man with tattoos said, gesturing for something else.<br>Gwen jumped as she heard another voice from behind.  
>"Intruder!" She whirled around to see a three foot tall raccoon aiming a very large, intimidating looking gun in her direction.<br>Gwen screamed in response, staggering into the other room and jumping to the ceiling as he fired.  
>"Rocket! Rocket!" The man at the controls stated before turning around and glancing up at her, revealing a mop of red hair. "Holy-!"<br>He was cut off as the ship rocked wildly. The woman spilled out of her chair and the boy fell as well, about to hit the ground when he started glowing blue, floating back to his feet.  
>Gwen froze as everyone's attention seemingly made it's way to her.<p>

"This isn't what it looks like." She said breathlessly, jumping to the floor and holding her hands up submissively.  
>"That what is it?" The man in tattoos glowered.<br>"I'm sorry if I took you all off guard, but I kinda came up here to see if you needed help?"  
>None of them seemed convinced, so she sighed, throwing her hands in the air. "You're freaking spaceship is crashing on my freaking planet! What, do you think that someone isn't gonna help stop it from crashing!? Seriously, you're being swarmed by aliens and my friends out there are working their butts of to save you guys!"<br>The red haired men leaned back in the seat a swirled around. "Yeah, we need to get out of this rig."  
>"Okay." Gwen muttered breathlessly. "I'm gonna comn to get help, M'Kay?"<br>Gwen turned away, walking back out into the hallway. She pressed on the comn placed firmly in her ear under the mask.

"I've got contact with the larger ship, repeat, I have contact with the larger ship, over." She stated as clearly as possible. " They are not a threat. I need some help evacuating the crew. Over."  
>As fast as she'd sent the message she got a reply from both the Blackbird and Fantasticar.<br>_'This is the Blackbird. Sending in Nightcrawler, over.' _Hank said._  
><em>'_We'll send in Mr. Fantastic.' _Sue Storm stated.

Gwen sighed airily before walking back into the room.  
>"Helps on the way, I need those who can fly to get out of here now. We're gonna try and redirect it into the bay, then we can recover it later."<br>"Who're you to-" The raccoon started, before the tree entered the room.  
>"I am Groot."<br>The raccoon sighed. "Whatever."  
>The red haired man, however, turned to the boy. "Sam, that means you and me."<br>"But-"  
>"Come on!" The man grabbed his hand and rushed down the stairs in the middle of the room, quickly disappearing. Gwen could faintly hear what appeared to be the bay doors opening, and the sound of gunfire suddenly breaking the silence.<p>

Suddenly, in the middle of the room, a purple cloud formed. "_Mien Gott_. How do you... oh."  
>Kurt Wagner stepped out of the cloud, much at the surprise of the group of people standing in the room.<br>"We need to get them out of here, now." Gwen turned around to see Reed Richards standing in the doorway, more than less, careless of the new people's appearances, more content in rescuing them. "I can get the tree and the larger man over there. Kurt, you get her and the raccoon."  
>"I'm not a raccoon!"<br>"My apologies."  
>Reed reached out, the tree waved, and then Reed's group took off down towards the hangar. She turned just in time to see Kurt teleport away with the woman and... raccoon.<br>Gwen smiled softly under her mask, quickly running to the hole in which she came in. She slipped out through the hole and climbed on top of the now quickly declining ship.  
><em>'Fantasticar to Quinn Jet, we don't have enough room for the individuals we have rescued, asking permisssion to drop them off in your jet. Over.'<br>'Affirmative Fantasticar. Permission to board granted. Over.' _Gwen smiled when she heard Natasha's voice moments later.  
><em>'Hire's to everyone, they are retreating, repeat, the other ships are retreating. What should we do about it? Over.' <em>Luke Cage's voice broke over the intercom as Gwen webbed the bottom of the Quinn Jet.  
><em>'Do no engage, repeat do not engage. Over.' <em>She hear Steve say as she started climbing to the bay doors. At that moment, Reed jumped into the Fantasticar, which was hovering below with bay doors. She waved, and he waved back. She climbed inside, meeting Peter's arms quickly.  
>"Good job out there." He said, sqweezing her tightly.<br>"You too."

"That was so, flipping, awesome!" Elli exclaimed from the front of the ship, jumping up and down behind Clint's seat while he grinned.  
>An exchange of high fives and hugs were passed around. The tree and tattooed man, however, stood of to the side, seemingly uncomfortable.<br>Gwen spotted Mary-Jane walk over to them, and say a few words. The tattooed man answered softly, and Gwen could see the discomfort in the way he held himself. Arms crossed, leaning on one leg, glancing about, not saying much.  
>Her thoughts were inturrupted when Tony entered through the bay doors.<p>

"Welcome to Planet Earth!"


	4. I Am Rebooting This Fic

**So I can see that the first three chapter of this suck. Bad. **

**Like, really, really bad.****So I'm rebooting it and going for a different angle!****I hope you guys don't hate me. (That'd suck)**

**I just feel like I pushed way too much information on me readers way too fast, and that I've lost the main concept of what I had going for the story originally. **

**Thanks for understanding! **


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Avengers, Spider-Man, Adventure, Family