Friends Indeed

*Xavier Institute, October 25, 2007*

It was early Friday morning at the Institute, the sun not yet risen, it's faint orange glow only starting to appear at the edges of the horizon. No human being with any sense would be up at this hour.

*'Which makes it the perfect time for training in the Scott Summers universe.'* Dazzler thought, smiling. She and the rest of the New Mutants, all in uniform, were in the control room, with the exception of their leader, with the X-Men present, as well as Thunderbird, Banshee, Wolverine and Storm. Their own training drills were complete, and Superman was currently running his own training session, with the X-Men set to go next.

Dazzler had to smile as she watched Clark, flying through the holographic city; his every movement was perfect, utterly precise. He was absolutely *amazing*...

Dazzler lowered her face, to conceal her blush. She had it *bad* for him.

A few feet away, Cannonball said to Sunspot, "Twenty bucks says he finishes in fahve minutes or less."

Sunspot grinned. "You're on."

Next to her, Jubilee chuckled. "What is it with guys and betting?"

Dazzler shrugged.

"Beats me." She said, her gaze never leaving Superman.

Boom-Boom grinned. "Watching your man in action?"

Dazzler blushed fiercely.

"W-We're just friends, Tabby." She said. She smiled. "Very *good* friends." The past week had been better for her and Clark; they both exchanged banter similar to the kind they had as children, but now it had blossomed into a playful flirtation, which both she and Clark enjoyed *immensely*.

She hoped it was the start of something more.

Jubilee giggled.

"Oh, come *on*, Aly! It's so *obvious* that you both like each other!" She exclaimed.

Dazzler smiled.

"Clarkie and I are just getting to know each other, again."

Boom-Boom smiled, arching an eyebrow.

"'*Clarkie*'?" She repeated.

"Hey, I think Clark's gonna set a new high score!" Multiple exclaimed. Dazzler had to smile; Jamie's hero-worship of Clark was just so cute.

Dazzler turned to look back to Superman, just as he rescued a child from drowning in the ocean, depositing him back on the beach with his parents, before returning to the sky...and just dodging the laser-blast of a giant robot that had just appeared, stomping through the city.

Shadowcat frowned, looking at Nightcrawler. "*Kurt*...!"

"Hey, it vasn't me, zhis time!" Nightcrawler protested.

Wolverine grinned. "Sorry, Half-Pint, but the Elf's clean on this one. I figured I'd keep that thing in the program after the first time Elf put it in; just to keep Flyboy on his toes."

Dazzler looked nervous as the massive machine swiped at Superman...who effortlessly evaded it's punches, and then fired a surgically precise eye-ray into it's torso; the robot locked up as if it had just had a fatal heart-attack, sagging, becoming motionless.

"*Simulation complete.*"

"He did it!" Multiple exclaimed. Cyclops smiled, shaking his head.

"He never ceases to amaze." He said.

Dazzler could only smile, as Superman headed up to the control room.

He really amazed her.

Superman smiled to himself as he entered the control room, still exhilarated from his training session. He lightly smiled to Wolverine.

"Giant robots again?" He quipped.

"Hey, ya need to except the unexpected, Flyboy!" Wolverine replied. Superman chuckled.

"Well, okay..." He laughed. "...but when are we going to see *giant robots* stomping through New York?"

"Clark, that was *awesome!*" Multiple exclaimed. "You set a new record!"

Superman smiled.

"Thanks, Jamie!" He said.

Cannonball grinned, turning to Sunspot. "Pay up!"

Sunspot scowled.

"Jeez, Clark, you couldn't have just taken a few seconds to beat up that robot?" He muttered. Jubilee laughed.

"Hey, it serves you right for betting!" She teased.

Dazzler giggled. "Not to *mention* for betting against Clark."

Superman smiled at Alison, his mood instantly lighting at the sight of her. "Thanks, Aly."

Iceman chuckled. "Alison's right; never bet against the guy in blue!"

Magma arched an eyebrow.

"Hey, why do Clark and Alison get their own uniforms?" She inquired. "Can't we have our own, too?"

Superman half-smiled.

"Well, to be fair, I made my uniform myself and Alison did the same for hers." He said. "I suppose you can have your own uniforms...provided you make them yourselves."

None of the New Mutants said anything.

Dazzler giggled.

"Nice save." She said. She smiled mischievously. "You came up with your uniform yourself? Not bad!"

Superman smiled sheepishly.

"Actually, this is a variant of the uniform of the Kryptonian Defense Force." He admitted. Alison smiled.

"Oh, of course!" She said. "I...didn't really base my new uniform on anything like that. I just...thought it looked cool!"

Superman smiled.

"Well, it does!" He agreed. The silvery-white uniform suited Dazzler *perfectly*, especially when she used her powers, and it hugged her slim figure perfectly.

"You look...really pretty Aly." He said softly. Alison smiled, her lovely face going rosy.

"*T-Thank you!*" She said.

Superman could only smile. Things between them had been going much better...enough for him to realize that there might be something more to their friendship.

Suddenly, Dazzler - along with everyone else - paused. Superman was confused...and then he understood.

"Professor Xavier wants to see us." He stated. His immunity to the X-Gene prevented him from hearing their mentor's telepathic summons. Wolverine nodded in confirmation.

"Let's go, Flyboy. You and Diva can flirt later." With that, they all headed to the Professor's office, as Superman and Dazzler tried to control their blushing...and then, as they passed, Superman noticed a dazed-looking Berzerker staring at Dazzler's rear.

"*Ray!*" Superman barked; instantly, Berzerker froze, looking nervous, before he followed the rest of them.

The Professor met them all outside his office...and his expression was grave.

"Students." He said. "I'm afraid that the other instructors and I have to go away for a few days."

"Why, Professor?" Scott inquired.

"I just received a call from General Fury." The Professor answered.

Iceman arched an eyebrow. "Who?"

"Brigadier General Nicholas Fury, head of S.H.I.E.L.D." Wolverine said. Dazzler looked confused.

"S.H.I.E.L.D.'?" She said. "I've never heard of it."

"And that's the way they like it, Alison." Superman explained. "S.H.I.E.L.D. stands for 'Strategic Hazard Intervention Espionage Logistics Directorate'. It's a highly classified, top-secret organization dedicated to keeping the peace around the world. Captain America and the Avengers are part of it."

"So, Chuck, what's old Iron Pants want?" Wolverine asked.

The Professor looked worried. "There's been a problem with Cain's containment tank."

The X-Men gasped.

"*Juggernaut's* loose?!" Jean cried.

"No, no the security personnel caught it in time." The Professor assured them. "However, to repair the damage, they need to completely take the containment system off-line...meaning that, for thirty seconds, Cain will be conscious."

"So they need you to keep him out." Wolverine said. The Professor nodded.

"We will be out of touch for a few days, so Scott and Jean are in charge in our absence, understood?" Everyone nodded.

"Good." The Professor said, smiling. "Now, I suggest you all get ready; morning sessions are concluded." With that, the Institute students dispersed, to get ready for breakfast.

After donning his school clothes, which he also wore to work at the Bugle, Clark walked out of his room, heading for the kitchen...

"So, when y' gon' ask de *fille* out?"

Clark stopped to turn to Remy; his roommate was calmly leaning against the wall next to the stairs, absently shuffling his deck of cards. Clark chuckled. "And since when is my personal life of pressing concern to anyone, Remy?"

Remy shrugged.

"Prob'ly since dere's a bettin' pool wit' de others on when y' goin' ask Mademoiselle Blaire out." He said. "For Remy though, he's just curious 'bout what' de holdup is. Y' like her, and she definitely likes y'; what y' waitin' for?"

Clark arched an eyebrow, smiling. "Why do you think she likes me?"

Remy simply gave him a look that said, *'I'm **not'*** **stupid, you know.** "For de moment, Remy ain' gon' mention de fact dat y' *both* been flirtin' wit' each other for da past week, *or* de fact dat de *femme* been makin' moon-eyes at y' for de week 'fore *dat*. All Remy gon' mention is de fact dat de day y' both *met*, she gave y' her *cell-phone* number." He said. "What y' need, homme? An engrav'd *invitation?* Y' like de *femme*, don' y'?"

Remy's words made Clark stop and think; he *did* like Alison - she was smart, nice, funny and fun to be around and talk to. She always managed to lift his spirit, just by being there.

And that wasn't even *mentioning* how breathtaking she was.

Clark arched an eyebrow. "You picked *today* in that betting pool, didn't you?"

Remy grinned.

"Maybe, maybe not, but dat's not de important t'ing, *mon ami.*" He said. "De important t'ing is dat y' *ask her out*. Trust Remy; he knows dese t'ings." Chuckling, he added. "If Remy jus' *happens* t' get some extra cash 'cause he helped y', dat's jus' a bonus, den!"

Clark chuckled. "Naturally."

"Clark?"

Remy's grin grew.

"What did Remy tell y'?" He said, before he walked off.

Clark smiled as Alison, in her street clothes, walked up to him, smiling.

"Hey, Aly." Clark greeted.

"Hey." Alison replied. "What were you and Remy talking about?"

Clark chuckled. "Oh. Just guy stuff."

"Okay." Alison said, smiling. "So, what's on your schedule, today? Usually, you're off saving the world, by now!"

Clark chuckled.

"I know; today must be a slow day...which is the best kind of day, in this business!" He quipped. Alison giggled.

"Yeah, I guess you're right!" She agreed.

"Anyway, I just have to into the Bugle today; another day of listening to old JJ." Clark sighed. Alison looked sympathetic.

"I hear that guy's an absolute *jerk*." She said.

"Yeah...that mustache isn't the *only* thing 'Hilter-esque' about him."

Alison lightly smiled.

"I know you can handle it." She said softly, lightly blushing. "There's *nothing* you can't do, Clark."

Clark felt his face starting to redden. "Thanks, Aly."

Alison's blush grew, her lovely face rosy.

"I just...wanted to thank you for this morning, for sticking up for me." She said. "You know, when Ray was staring."

Clark nodded, frowning as he remembered Ray's antics...as well as the fact that he'd caught the other male New Mutants staring at her, several other times.

"It's no problem, Aly." He said. "Ray and the other boys need to remember to check their hormones at the door."

Alison giggled.

"As much as I'm not fussy about being stared at, I guess they *are* teenage boys." She chuckled. "Girls are on their minds pretty much 100 percent of the time. I suppose I shouldn't be *entirely* surprised."

Clark shook his head.

"That's no excuse, Alison. You are a member of the team, and you deserve their respect." He said. "You're smart, funny and nice, and I don't think that all your qualities should be ignored simply because you're beautiful!"

Alison froze. "You...think I'm beautiful?"

Clark didn't move.

'*Oh, could I have **sounded** any dumber?*' He thought. "I'm...I'm so sorry, Aly...I didn't mean to offend you."

"Oh, *no!*" Alison said, her rosy tint returning. "It's just...I didn't know you really thought I was *beautiful*, Clark...let *alone* those other things, too..."

Clark smiled. "How can you doubt it?"

Alison smiled radiantly.

"You're so sweet, Clarkie." She cooed. "Thank you!"

That smile alone could have erased any sadness that Clark might have felt later in the day. He took a deep breath, fighting his own anxiety. "Aly...I just wanted to ask you something."

Just then, Alison's cell-phone started ringing. Alison took it out and opened it.

"Hello?" She asked. She smiled. "Hi, Aunt Bridget!" Her expression fell. "They want to do the recording *today?!*" She cried. "The whole CD?!" She sighed. "Okay. I'll meet you in an hour. Bye." She hung up. "That was Aunt Bridget; my CD recording has been moved to *today*, and they want to get all the songs for the CD recorded today; I'll be there all day, and I probably won't get back until *tomorrow*." She sighed.

"Oh." Clark said. Alison smiled weakly.

"That means I have to go soon; Aunt Bridget is picking me up." She added. "So...what did you want to ask me?"

Clark froze. "Uh...well...it can probably wait until after your recording, when you have more time." He said. "I...I don't want to distract you; I'll ask tomorrow."

"Okay." Alison said, smiling. "I'd better get ready; I have to ask the others if they'll get my notes for the classes I'll miss, today."

Just then, Clark's hearing picked up a transmission on the emergency channel.

"And it looks like I spoke too soon about today being slow; there's an airplane in distress over India." He said. Alison smiled.

"Duty calls." She cooed. "Good luck, Clarkie."

Clark smiled.

"You too, Aly." He replied, before he bolted off, shedding his disguise and revealing his uniform underneath, before opening a window and flying off at top speed, a sonic boom echoing after him.

As he flew, Superman sighed. *'I can catch airplanes, save sinking ships, and blast meteors as they fall...but I can't ask Alison out.'*

*Bayville High*

As the class bell rang, Rogue, Kitty, Kurt and Evan headed for class. They were about to head in, when a girl, around Rogue's age and height, with mid-length hair dyed purple, clad in a light brown tank-top and black khaki pants came up to them. Rogue smiled. "Hey, Risty."

"Hey, girl." Risty replied, in a light British accent. "Are these your friends?"

"Yeah." Rogue said. "Everyone, this is Risty Wilde. Ris', these are mah friends, Kitty, Kurt and Evan."

"Hi! It's nice to meet you!" Kitty exclaimed.

"Thanks!" Risty replied, smiling. "So, what are you all up to, this weekend?"

"Not much." Evan said.

Risty sighed. "Shame there aren't any parties on the go."

Kurt grinned. "Guys...are you thinking vat I'm thinking?"

Kitty grinned. "The Professor wouldn't mind us throwing just a *little* party, right?"

Rogue snorted.

"Reality check, people." She said. "Scott and Jean will never agree to it, and neither will You-Know-Who!"

"Agree to what?" Lance asked, as he walked up.

"We were thinking about throwing a party tonight, but Scott and Jean will *never* agree." Kitty said. Lance grinned.

"A party sounds fun." He said. "So we'll just need to keep Fearless and Red *occupied*." His grin became sly. "And I have the *perfect* idea..." With that, he let the others in on his idea.

As the afternoon class bell rang, Scott was about to head to his last class of the day. Jean had to stay late for soccer practice and she'd told him that she'd just a lift home with Taryn.

Thinking of her instantly brought a smile to Scott's face. Their relationship, though fairly new, was going well. They'd been on quite a few dates, now, and Scott couldn't remember ever being this happy. And recently, a question was starting to pop up frequently in his mind.

'*Do I...love her?*'

He'd been wondering about that for the longest time, now, Jean made his heart soar, made his mood instantly lighten with just a smile...and he wanted to be with her *forever*...

Scott smiled to himself.

'*Well, that answers that question.*' He thought. *'But...how do I tell her?'*

"Hey, Scott!"

Scott turned as Kurt ran up to him.

"Jean said that she wanted to meet you up at zhe cliff on the west side of town, zhe one zat overlooks all of Bayville." He said. Scott smiled.

'*Ask, and ye shall receive*.' He thought; it was a *perfect* opportunity to tell his girlfriend how he felt about her.

"Thanks, Kurt." He replied. Then, they both headed to their respective classes.

*Daily Bugle, New York*

"*KENT! PARKER! GET IN HERE!*"

Clark and Peter both groaned in exasperation at their boss' demand. After Clark had arrived, he'd had paperwork to do, since Peter was still in school. Once school had let out, Peter had dropped by just as Clark was finishing his break...just in time to catch JJ's bellows.

Clark and Peter promptly hurried into the boss' office.

"Yes, Mr. Jameson?" Clark asked. JJ scowled.

"How'd you do it, Kent?!" He demanded.

Clark blinked. "Do what, sir?"

"I just got a call from the New York LexCorp Headquarters." JJ snapped. "Kent, why the *hell* didn't you tell me you *knew* Lex Luthor?! Do you know how *long* we've tried to get an interview with him?! How long *any* newspaper has?!"

"Whoa! Clark, you *know* Lex Luthor?!" Peter exclaimed. "He's practically the richest guy on the *planet!*"

"Well...we were friends since back when we were kids." Clark admitted. "But we haven't seen each other for five years."

"Well, Kent, it looks like your 'old pal' decided to look you up!" JJ said. "He just called here *personally* and requested an interview...but *only* if *you* did it!"

Clark froze.

"How did he know I was here!" He exclaimed.

"Kent, the guy's filthy stinkin' rich! He can look *anybody* up! Hell, he probably can look up *Superman's* real name and address!" JJ said. "Now, I want you and Parker to get your asses down to LexCorp HQ, and get that interview! And, for God's sake, *don't blow it!*" He paused. "Why are you both still here?! *Move* it!" At that, Clark and Peter quickly darted out of their boss' office, headed out of the building and caught a taxi to LexCorp HQ.

Within twenty minutes, Clark and Peter had arrived at the massive Headquarters of LexCorp New York; it was an immensely tall building, second only to the Empire State Building, with the stylized 'LC' insignia on the front.

"So, Clark?" Peter asked, as they both walked into the impressive building, which was just as awe-inspiring on the inside as it was outside. "Just *how* do you know the richest guy since Bill Gates?"

"Well, it's just like I said, Pete; we were pals since childhood, back in Smallville." Clark replied. "I honestly didn't think Lex would remember me, let alone look me up." He was curious as to why his old friend wanted to see him, all of a sudden.

By then, they were in front of the receptionist's desk.

"Clark Kent and Peter Parker, Daily Bugle." Clark said.

"Oh, yes! Mr. Luthor's been expecting you!" The receptionist - a young woman in her twenties - replied. She flipped on the PA. "Mr. Luthor, sir? The reporters are here to see you!"

"*Thank you, Mercy. Send them up.*"

The receptionist - Mercy - gestured towards the elevator.

"Go right up!" She said, smiling. "It's the top floor!"

"Thanks." Clark said, as he and Peter entered the elevator, pressing the button for the top floor, letting the elevator take them there. As they got out, Clark saw that they were standing before a large, ornate glass door. Clark opened it, and they both headed in.

The office before them was large and spacious, with a fine desk at the back, in front of the large window looking over the rest of the city. And there, looking out through that window, was Alexander "Lex" Luthor. Lex, 20, was fairly tall, though not as tall as Clark, and of a lean frame, with bright green eyes, clad in a casual black suit. His head was completely bald.

As a child, Lex had suffered from a very rare form of cancer, the treatment that the doctors had used left the young son of Lionel Luthor completely bald and terribly frail for years after. Clark was glad to see that his old friend looked well. although the baldness was likely to be permanent.

Upon hearing them, Lex turned around, his expression neutral. "So...you're back, Clark."

Clark lightly smiled.

"It's...good to see you again, Lex." He greeted. Lex scowled.

"Buster, you've got a lot of nerve, disappearing for five years and then just showing up in New York like nothing happened!" He snapped.

Clark froze, shocked that his old pal would say such a thing. Lex just glared at him...

...and then, he burst out laughing.

"Oh, man, Clark, the look on your face! *Priceless!*" Lex laughed. Clark smiled.

"Same old Lex!" He laughed. "You haven't changed a *bit!*"

"Hey, come here, you old Boy Scout! It's great to see you!" Lex exclaimed, as he walked over and the two old friends hugged.

"It's great to see you too, Lex!" Clark replied. "How've you been?"

"Me? How've *you* been?" Lex laughed, their hug ending. "Where did you *go*? You just dropped off the face of the planet, Clark!"

Clark shrugged. "I had...things...to take care of."

"Ah. Say no more." Lex said.

Clark then gestured to Peter. "Oh, sorry, Lex, this is my partner at the Bugle, Peter Parker. Pete, this is my old pal, Lex Luthor."

Lex smiled.

"Nice to meet you, Peter." He greeted, extending his hand.

"L-Likewise, Mr. Luthor." Peter stammered. Lex chuckled.

"Peter, my *father* was 'Mr. Luthor'. I'm Lex." He said.

Clark's expression saddened.

"Lex, I'm...so sorry about your dad." He said. Lex scowled.

"*Don't* be." He said. "Leaving me majority stock was just about the only decent thing that old bastard did."

Clark was horrified. "Lex...you shouldn't say that about your dad..."

Lex chuckled.

"Clark, only *you* would defend him." He said. "Believe me, if you knew Lionel Luthor as well as I and the rest of the Luthor clan did, you would *dance on his grave!*" He smiled. "But enough about that."

Peter chuckled. "Well...Lex, from your initial reaction, I kinda thought that you...*hated* Clark."

"*Hated* him? Why, Peter, this guy once saved my *life!*" Lex exclaimed. "It was when we were both five; my parents had taken me to swim at the local pond - which was the only pool around - and they only told me to go out a little ways, since I had only just finished the recovery from my bout with cancer."

Peter's eyes widened. "You had cancer? As a *kid*?"

Lex nodded.

"It was a rare, infantile form of leukemia." He said. "It could only have been caused by a series of spontaneous mutations in one of my white blood-cells; I once looked it up - the probability of it happening was 0.000000001." He snorted. "Lucky me." He resumed his story. "Anyway, I had just swam out and I figured that a few more feet couldn't hurt, so I could have a little fun..."

"By 'fun', you mean, 'pinch people's toes and pretend to be a shark.'" Clark said, grinning.

"Hey, whose story is this?" Lex laughed. "Anyway, I had decided to go out further...and then my foot gets caught in something - maybe some old wire - and it starts to pull me under. I had figured that I was gonna drown...when Clark here just darts out, gets my foot free, and swims to shore with me on his back!" He smiled. "And from then on, we were best pals; Clark was always getting us out of trouble!"

Clark laughed.

"And you were always getting us *into* it!" He said. "I'm surprised we weren't in *more* trouble, with those pranks of yours!"

"Hey, *when* were they not funny?" Lex laughed. "So, I guess you guys will need an official interview, right?"

Clark smiled. "If you don't mind."

"Old JJ will be *mightily* ticked if we screw this up." Peter said. "And it's generally not a good idea to tick off a guy with a personality to match his mustache...*especially* when he signs your paychecks."

Lex arched an eyebrow.

"'A personality to match his mustache'?" He repeated.

"Believe me, Lex; when you meet him, you'll understand." Clark said. Lex grinned.

"Well, we can't have that." He said. "Ask away!"

Over the following hour, Clark interviewed Lex on a variety of issues, mostly those relating to LexCorp and it's corporate performance, while Peter simply got a snapshot of the company's young owner. When the hour was done, Clark believed that he had enough to write a good article...

...and not a moment too soon, as his hearing started to pick up a distress call. "I'm sorry, Lex, but I have to get going; there's something I need to take care of."

Lex shrugged.

"No problem, Clark." He said. "It was great seeing you again."

Clark smiled.

"Same to you Lex." He replied. To Peter, he added. "Hey, Pete, can you head back and tell JJ that we got the interview, but I just had to run a few errands before I drop back?"

Peter nodded.

"No problem." He said. Clark smiled.

"Thanks." He said and then he headed out of the office, closing the door behind him, and then discreetly opening the elevator door, before flying up through the elevator shaft, shedding his clothes and tucking them away in a nook, to retrieve them later, now clad in his uniform. Superman then flew to the top of the elevator shaft, opening the hatch, and flying out into the open sky, soaring off towards the emergency at top speed.

As Superman flew off towards the horizon, someone in the city below was watching.

Siryn, in her uniform, sighed dreamily as she watched her blue-clad beau-to-be fly off to save the day once again, watching from atop a building. To be honest, she found his 'heroism' habit quite adorable; everyday, he used his incredible power for the good of an undeserving people. As misguided as it was, Siryn found it charming.

Trying to blatantly make him give it up had been a mistake.

For the past week, Siryn had been waiting for the opportunity to enact her revised plan to win Kal-El's favor. So far, she'd had no luck.

Just then, she happened to look down, watching several black vans pull into an alley, picking up several armed men...as well as a taller man clad in a trench coat, looking as if there was considerable bulk hidden beneath the coat...and she smiled.

Perhaps her chance had arrived.

*S.H.I.E.L.D. Maximum Security Detention Center #7, classified location*

As Charles rolled himself into the highest security section of the Center, he found the Director of S.H.I.E.L.D. waiting for him.

Brigadier General Nicholas "Nick" Fury was tall and of athletic build, seemingly in his mid-fifties, his short brown hair lightly streaked with grey, his one green eye sharp, his other eye covered by a black eye patch. He wore black pants and a black jacket, with the eagle-insignia of S.H.I.E.L.D. emblazoned on the back.

"Professor." The General greeted simply.

"General." Charles replied.

"Thank you for coming on such short notice." Fury said. "I'm sure that the importance of keeping your brother under wraps needs no explanation."

"Of course, General." Charles agreed. "I trust the new security system will be more effective than the previous one?"

Fury's expression hardened.

"I wanted to discuss that with you in private." He said. To the S.H.I.E.L.D. personnel working in the background, he barked. "Clear this deck!"

"Yes, sir!" Came the response, as the room was emptied, save for the both of them. Fury looked at Charles.

"What I am about to say *cannot* leave this room, Xavier." He said. "You will discuss this with *no-one*."

"Of course, General."

Fury's eye narrowed. "I'm *deadly* serious about this, Xavier. You do not mention it to *anyone*; not your students, not Logan, not Miss Munroe, not your other instructors...not even your flying powerhouse. If I hear of this being leaked to *anyone*, I can and will have you charged with *treason*."

"You have my word, General." Charles promised. "It will not leave this room."

Fury seemed satisfied with that. "The system we plan to install is an improvement...but it will still be possible to circumvent it."

Charles was confused. "But...what will prevent this from happening again?"

"*Nothing.*"

Charles was confused. "I'm not following you."

Fury looked him right in the eye.

"Professor, this is the *third* time that Marko's cell's security system was breached. Your students fought him after the first time, we stopped it the second time, and this is the third time." He said. "There's an old Army saying: *'Once is chance; twice is coincidence; three times is enemy action.'* It wasn't an accident. Someone *wanted* Marko to escape."

"But...why would anyone want Cain to escape?" Charles asked.

"It's a known fact that Cain hates you, Xavier; if he ever got out, it's easy to figure out what he'll do." Fury said.

Charles froze. "Someone...wanted me dead."

"That's the only explanation." Fury said. "The first time it happened, our records show a coded transmission just prior to the system failures that triggered the security system to shut down...at which point, Miss Darkholme dropped by."

Charles nodded. Raven Darkholme A.K.A "Mystique", Magneto's associate, a shape-shifter who could assume any form she she so desired, and who could evade Charles' telepathy, even Cerebro; only Clark's X-Ray vision could successfully detect her.

"Someone wanted Mystique to free him." Fury nodded.

"Someone wanted you out of the way." He said. "And, apparently, they still do."

"But how does not fixing the problem help?" Charles asked.

"Whoever's responsible has to be working inside; S.H.I.E.L.D. has a leak." Fury said grimly. "I have reason to believe that whoever it is isn't too fond of mutants. There are a few operatives who have expressed...'concern' over keeping mutants' existence secret, but the guilty party has been covering his tracks *well*." He looked at Charles. "We believe that the culprit will try to free Marko in the future...and when he does, our system will track it...and we *nail* him."

"I see." Charles replied. Fury looked somewhat regretful.

"I realize that this puts you in danger, Professor, but there is no other choice." He said. "This leak has to be plugged."

"I understand, General." Charles said.

"Good." Fury said. "Now, we need you to keep your brother under while we make the repairs." Charles nodded and then turned to the large stasis-tank holding Juggernaut, reaching out with his powers, grasping Cain's mind and keeping it dormant, as the General called his personnel back in, to begin the repairs.

Superman was flying back to New York when he'd heard the emergency police bulletin; someone had hijacked a shipment of arms as it was heading into the harbor. The police had been trying to intercept it, but to no avail.

Superman spied a familiar red-and-blue dot below, as he headed towards the ship and he flew down, meeting Spider-Man on top of a rooftop near the waterfront.

"Hey, Big Blue! *Great* timing, as always!" Spider-Man greeted. "I've been trying to figure out a way to get over there; there's nothing for my webs to attach to, and that boat is too far out for me to slingshot out using a couple of flag-poles."

Superman grinned.

"Sounds like you could use a lift." He said. "So, who exactly are we dealing with?"

"Beats me." Spider-Man said. "There's been no communication between the ship and the police. You think those super-peepers of yours can shed some light on the subject?"

"Let's find out." Superman replied. He looked towards the ship, his eyes flashing electric blue, as his eyes narrowed, looking inside the vessel. "There's nine armed men dotted around the ship; one on the bridge threatening the captain and the crew, two sharpshooters on the stern, two at the bow, and four guarding the weapons in the main cargo hold...along with some guy in a red-and-yellow suit."

"Like a stitched quilt? Face-mask? Metal gauntlets?" Spider-Man asked.

"You know him?"

"*Shocker*." Spider-Man muttered. "Born Herman Schultz, he's a career crook-slash-assassin. He built his battle suit from scratch in a prison workshop; it uses high-pressure air blasts, generating deadly shock wave vibrations, as well as enabling him to survive the deadly vibrations his suit generates. I *hate* dealing with that guy."

"A hired gun." Superman confirmed. He hadn't heard Kingpin make any calls about him...which meant he'd used electronic messaging, which the Fortress computer hadn't been instructed to look for. "Looks like Fisk's gotten somewhat smarter."

"Looks like it." Spider-Man agreed.

"We need to get that ship ashore." Superman said. "Can you get to the captain and take out the guy threatening him and the crew?"

"No problem; I can get those guys on deck while I'm at it." Spider-Man said. "What about Quilt-Face?"

"I'll handle him." Superman said. "You just make sure the captain and crew are safe."

"Got it." Spider-Man agreed. "So...how about that lift?" Chuckling, Superman lifted up Spider-Man under his arms and flew out to the ship, letting Spider-Man adhere to the hull, crawling along the hull towards where the two sharpshooters were watching the stern, as Superman silently flew up to the mid ship, unnoticed, finding the top hatch for the cargo bay and activating it.

The large hatch slowly opened, as the four confused gunmen walked over, looking up at the opening hatch...and were all sent flying by a gust of Superman's gale breath, knocking them out, before he descended into the hold, looking the surprised Shocker square in the eye. Spider-Man's "Quilt-Face" quip hadn't been far off the mark; Shocker's red and yellow suit had quilt-like black lines running across it, even the full mask that covered his face, with narrow, white eye-silts and silvery metal gauntlets.

"Hi." Superman greeted flatly, his arms folding.

Behind his mask, Shocker arched an eyebrow.

"I was expecting a *different* guy in red and blue." He growled. "I have a *score* to settle with that little insect."

"I'm afraid he's busy." Superman said. "I suggest you turn yourself in; this doesn't have to get violent."

Shocker laughed.

"Not likely, Boy Scout!" He sneered. "Kingpin's put a fat bounty on whoever brings your head in, plus a *bonus* if you're in one piece! This is my lucky day!"

Superman's eyes narrowed.

"I wouldn't put your lucky rabbit's feet away, just yet; you have to *deal* with me, *first*."

"*My pleasure!*" Shocker laughed, as he pointed his arms at Superman, his gauntlets starting to crackle...and he unleashed a massive shock wave, the air rippling as it roared towards him.

Superman crossed his arms in front of his face, digging in his heels as the blast him, pushing him back ten feet. As the blast faded, Superman glared at Shocker, unhurt. "I *won't* ask you, again."

Shocker's expression was *comical*. "*What the...?!*"

"You never bothered to ask Kingpin about me, did you?" Superman said flatly. "Last chance."

Snarling, Shocker ran for one of the crates of weapons, picking up a high-powered laser rifle...and Superman was instantly next to him, taking it out of his hands and tossing it aside.

"I tried to be reasonable, Schultz." He said. "But if you can't play nice with your toys..."

He grabbed Shocker's gauntlets and ripped them clean off.

"...you can't have them at *all.*"

Shocker was *indignant*; he pulled his fist back, ready to swing...

"I wouldn't do that if I were you..."

Shocker didn't listen.

"*YEEEEEOOOOOWWWWW!*" Shocker howled, clutching his fist.

"Don't worry. You didn't break anything." Superman said. "But if there's ever a next time, try *listening*." And with that, he unleashed a tiny fraction of his gale breath, sending Shocker flying, to land ingloriously, out cold.

By then, Superman could feel the ship starting to come to a stop and could hear police sirens in the distance. This situation was under control. At that moment, Superman's hearing picked up an emergency transmission.

*'Spider-Man can handle things from here.'* He thought, as he flew through the cargo hatch, flying off.

After Superman had dropped him off, Spider-Man crawled along the hull to the stern, where two sharpshooters were watching the water. Spider-Man shot out two web-lines, snared the crooks, and yanked them into the water.

*'Two down, three to go.'* Spider-Man thought, as he flipped up onto the deck, before firing a web-line, zipping up onto the bridge, spying the other two sharpshooters. He crawled along the bridge, peeking in through a porthole, finding the stooge threatening the crew...and noticing that the bridge door was wide open. Like lightning, he fired two web-lines; the first one stuck to the gun, letting Spider-Man yank it away, as the second one snared the gunman and Spider-Man yanked him off his feet, hauling him towards him, where he booted the crook into the water with both feet.

"Hey, you guys mind turning this rig towards shore?" Spider-Man asked. "I think that guy was starting to get seasick!" The captain and crew quickly complied, turning the ship towards the harbor. Spider-Man silently crawled back on top of the bridge, firing a web-line to land behind the last two crooks. "Uh, excuse me? Is this the ferry to Manhattan?"

Snarling, the crooks took aim, but Spider-Man somersaulted over them, landing on the rail.

"A simple 'no' would have sufficed." Spider-Man quipped, as he snagged them with web-lines and tossed them overboard.

By then, the ship was in view of the shore, as the police quickly rounded up the crooks that Spider-Man had tossed, who were swimming to shore. Spider-Man quickly shot out a web-line, attaching it to a loading crane and swung to shore.

*'Well, our work here is done.'* He thought, as he saw Superman fly out of the ship, unnoticed...likely off to help, somewhere else. Deciding to follow his pal's example, Spider-Man turned to swing away...

His spider-sense went off suddenly...seconds before a long, metal appendage snaked out, grabbed him and pulled him down in mid-swing, slamming him against the ground. His vision going dark, Spider-Man managed to see the appendage trail back to a guy in a trench coat...and then, he passed out.

As night fell over the Institute, Evan and Rogue had just finished setting up for the party, after Lance and Remy had picked up refreshments.

"You're *sure* Scott, Jean and Clark are occupied?" Lance asked.

"Yeah, we're sure." Evan said. "Kit and Kurt should be making a few 'adjustments' to Scott's car, right now, and CK called to say that his boss is making him work late."

Just then Kurt 'ported in, Kitty with him.

"We're set!" Kitty exclaimed. "I 'borrowed' Jean's cell-phone and shorted out Scott's car battery! They're stuck up there for a while!" She giggled. "The *best* part of this plan is that we're kinda *helping* them!"

Kurt chuckled. "I don't think zhat Scott vill *mind* being stranded with Jean!"

Kitty smiled slyly. "Maybe we should try that with Clark and Aly!"

"Don't even *think* about it, Kitty!" Lance laughed. "The rules of the betting pool state that *nobody* can directly interfere; if anyone tries their hand at 'matchmaking' those two, all bets are *off*!"

Just then, there was a knock at the door. Rogue walked over to open it...and smiled. "Hey, Ris'."

"Hey, girl." Risty replied, smiling. She looked around. "It looks like I'm the first guest."

Just then, several other cars started pulling up.

"Not by much." She quipped. Remy grinned.

"If y' will excuse Remy, he got work t' do." He said, as he walked over to the table he set up, sat down and started shuffling his deck of cards.

Rogue frowned, as Risty chuckled.

"Ya set up a *poker* table, Swamp-Rat?" Rogue asked.

"If de students o' Bayville High want t' gamble away all de cash dey got...who is Remy t' say *non?*"

Rogue rolled her eyes. "You're incorrigible, Swamp-Rat!"

"*Merci*."

Risty laughed.

"He's a real charmer, Rogue." She said. "Anyway, I just need to use the facilities."

"Oh, sure." Rogue replied. "Just take the stairs up and turn right."

"Thanks." Risty said and she walked off as the rest of the guests started to walk in.

Risty frowned sadly to herself as she walked upstairs.

*'I'm so sorry that I have to deceive you like this, Rogue.'* She thought, before her face hardened. *'But sacrifices have to be made.'*

Risty walked past the washroom, heading for the elevator that led to the Institute's lower levels and took it down to the control room of the Danger Room. She walked into the high-tech control chamber...and began to change.

Her body shifted, growing taller, shedding the semi-awkwardness of a teenage girl for the elegant frame of a grown woman, her hair lengthening and turning blood-red, her clothes becoming a black leather halter-style top and short skirt...and her skin turning dark blue, her eyes going an eerie yellow.

Mystique smiled as she looked at the computer, before moving to it, easily inflitrating Xavier's database. The profiles on all his students would be very useful to her and her agenda, especially since she was without the resources of Magneto and Doom, after going independent.

Mystique's smile grew as she spied Superman's profile, before scowling as she remembered the last time she'd met that alien face-to-face; she'd tried to frighten Rogue away from the X-Men, but Superman had seen through her, and exposed her.

*'Well, now it's **my'*** **turn, alien.' *Mystique thought.* 'Let's see who you** really **are.** She clicked on his profile...

...and all she got was a mess of unintelligble gibberish.

Mystique's eyes narrowed in annoyance, as she tried every hacking trick she knew...but all she got were the same alien characters; Superman must have *personally* encrypted his file.

Mystique sighed to herself.

*'I suppose I'll have to settle for everyone except the alien.'* She thought, as she inserted a blank CD and started copying the other student's files; she frowned as she saw that it would take a while.

She hoped that party would keep running long enough for her to finish and escape.

Suddenly, the doors of the Danger Room opened and Mystique darted out of sight as the New Mutants - minus Dazzler - walked in.

"*Aw man, it **sucks** that we can't go to the party!*" Mystique heard the young Berzerker over the audio system.

"*Well, maybe we **could** have gone, if you and Roberto hadn't dragged us all into trying to prank Superman!*" Jubilee exclaimed. "*You got **Lance**, instead! **That's** why we're banned!*"

"*Hey, come on guys!*" Iceman said. "*Let's just get a little practice in; maybe that'll change their minds*."

Mystique smiled slyly.

'*Be careful what you wish for, Robert Drake.*' She thought, as she tapped a few keys...starting up the Danger Room.

Scott arrived at the cliff early, as the sun was setting. He leaned against his car, waiting for Jean...and hoping that he could do this.

Minutes later, Taryn's car pulled up, dropping Jean off, clad in her light blue button-up shirt and dark blue skirt. She smiled at him.

"Hi." She greeted. Scott smiled.

"Hi." He replied. Jean walked over, leaning against the car next to him, as Taryn drove off.

"So...nice sunset." Scott commented.

"Yeah." Jean said, suddenly seeming a bit...sad. "It's...pretty."

Scott grinned.

'*You're prettier.*' He thought; the thought made her lightly blush, but her sadness persisted.

"Jean." He began. "There's something I have to tell you..."

"I know, Scott."

Scott blinked. "You do?"

Jean nodded, suppressing tears. "Just...just get it over with."

'*Huh?*' Scott thought. "Jean...what are you talking about..."

"What do you *think?!*" Jean cried. "You're here to break up with me!"

"*What?!*" Scott cried.

"Why else would we come up here?! I just want us to get it over with in private so we don't have to wreck our friendship!" Jean cried.

"Jean..." Scott murmured. "...do you *want* to break up?"

"*No!*" Jean cried. "But all we've done these past few weeks is just go out, and we haven't gone any farther, made any indication that there's a next level for this relationship..."

Scott promptly silenced her with a soft, tender kiss, causing her to squeak in surprise...which transformed into a soft moan of contentment.

"Jean." He said softly, as the kiss ended. "I didn't come here to break up with you."

"You...you didn't?"

Scott shook his head, smiling.

"I've waited *forever* to be with you, and I'd be *crazy* to give you up." He said. "And I'm sorry if I haven't indicated I wanted to go further than just dates." He smiled sheepishly. "You know us Summers men; completely oblivious to our own feelings!"

Jean lightly giggled. Scott took a deep breath.

"That's...part of the reason I came here." He said. "Jean...the time we've been dating...it's been *wonderful*...and I want *more* of it."

Jean froze.

"How...*much* more?" She asked. Scott softly smiled.

"As much as *possible*." He whispered. "I've never been good at waxing poetic...but what I'm trying to say is..." He took a deep breath.

"...I love you, Jean."

Jean didn't say a word at that, only stared at him. Scott was horrified at her silence; he'd said the wrong thing...

And then, Jean smiled radiantly, before she joyfully pounced on him, pinning him against the car's hood, kissing him with a passion that could have scalded every inch of body hair off of Duncan's body, had he been the one receiving it...but he *wouldn't*, now that Jean was *his*.

Jean mentally giggled.

'*And you're a way better kisser, Scott.*' She sent to him. Scott chuckled; the interesting thing about having a telepathic girlfriend was the fact that she could contribute to his inner monologue.

'*I heard that, lover.*' She mentally cooed.

'*Good to know, Red.*' Scott thought, making her giggle enough to stop her silken assault enough to speak his mind. "I guess that means you feel the same."

Jean giggled.

"*Of course!*" She cooed. Her gaze became utterly loving. "I love you, too, Scott."

No other words could have made Scott so happy. He grinned, before he snared Jean - the woman he *loved* - in a powerful kiss, matching her passion, gently rolling her so that *she* was pinned against the hood. Jean moaned blissfully as they kissed, their tongues playing a game of pure desire and love. Gently, Scott's hands glided down her side, savoring every inch of her, and loving the happy sighs that his touch produced in her. His hand gently brushed the side of her curves...

Jean gasped in surprise...and Scott mentally smacked himself. '*I'm so sorry...*'

'*Don't be.*' Jean sent to him. She smiled. '*Scott, coming up here was the best idea you ever **had.'***

Scott blinked.

"Jean...this was *your* idea." He said.

Jean looked confused. "But...Kitty told me that you wanted to meet me here..."

"Kurt told *me* that *you* wanted me to meet you." Scott replied.

They both had the same realization.

"Maybe I should call the Institute." Jean said warily, reaching for her cell-phone...and her eyes widening. "Kitty borrowed it after school; she never gave it back."

"Okay, we'd better head back." Scott said, as he and Jean got in his car...but it wouldn't start. Jean frowned.

"I think we've been set up." She said. "And I remember hearing about a *party* somewhere, tonight!"

Scott frowned.

"If I were a betting man, I'd bet that it's at the *Institute*." He said. Sighing, he added. "Well, we'd better start walking."

Jean nodded.

"We'll have to hitchhike, I guess." She said. With that, they started to walk home, holding hands as they walked.

After returning to New York and discreetly retrieving his street clothes from LexCorp HQ, Clark returned to the Daily Bugle, to write the article from his interview with Lex...as well as handle the load of paperwork that Mr. Jameson had heaped on him. He'd called the Institute, letting his friends know that he would be working late.

After he'd gotten the report written and the paperwork done, he looked around; Peter hadn't come back to the Bugle, afterwards. Clark got up and walked to Mr. Jameson's office, who was also working late. "Uh...Mr. Jameson?"

"Huh? Oh, it's you, Kent." JJ said, looking up from the report he was filling out. "What is it?"

"Uh, I was just wondering, sir...did Peter drop back to the Bugle after we interviewed Mr. Luthor?" Clark inquired.

"Yeah, he did; he stuck around for a few minutes before he left - said he had to head home early." JJ replied.

"Oh, I was just wondering." Clark said. "Thank you, sir." With that, he headed back to his desk...just in time to catch his phone ringing. He quickly picked it up. "Hello?"

"*Clark?*"

Clark smiled.

"Hello, Mrs. Parker." He greeted. "How are you?"

"*Oh, I'm fine dear; just a little worried.*" May replied. "*Have you seen Peter?*"

Clark froze. "Isn't he with you?"

"*No, he hasn't come back home from work, yet.*" May said, her voice getting anxious. "*Where could he be?*"

Clark thought fast.

"Well...we did have a few leads on other stories that we were going to check out; maybe he's just getting a head start on them, and forgot to tell me." That *was* the truth; they *did* have a number of leads they were going to follow...but it wasn't like Peter to do this. "I'll be sure to check around."

"*Oh, thank you, honey; I'm so sorry to trouble you like this.*"

"It's no trouble, Mrs. Parker. Partners look out for each other." Clark said. "Have a nice evening Mrs. Parker. Good-bye."

"*Good-bye, Clark.*" With that, Mrs. Parker hung up.

Clark was about to tell JJ he was leaving for the night, when the phone rang again. Clark answered it. "Hello?"

"*Clark? It's Lex. I was wondering if we could meet; there's something I need to discuss with you.*"

"I'm sorry, Lex, but it'll have to wait." Clark replied. "I have a bit of a crisis, here."

"*I'm sure you do.*" Lex said. "*But I think you may have another one that requires attention.*"

That made Clark pause. "What do you mean?"

"*Meet me at LexCorp HQ and I'll tell you.*" Lex said, and he hung up.

Clark had to go look for Peter...but Lex's words had unnerved him. He had to find out what his old friend was talking about. He gathered up the reports he'd filled out, and took them to JJ's office. "Sir, the reports are done, so I'm going to take off for the night, okay?"

"Sure, Kent." JJ said. "But be here bright and early tomorrow."

"Yes, sir." Clark said, as he grabbed his coat and hurried off.

The taxi dropped him off at LexCorp HQ, and the secretary ushered him right into the elevator, taking him right up to Lex's office.

"What is it, Lex?" Clark asked. "I have a friend out there who may need my help!"

"I think you may have *another* friend out there who needs help." Lex said. "And I'm going to help you find him, Superman."

Clark froze...and quickly laughed it off.

"*Superman?!* *Me?!*" He laughed. "Lex, your sense of humor is getting kinda *weird!*"

Lex smiled wryly.

"You know, a funny thing happened in Bayville this September - you go to university there, right?" He said. "There was supposed to be a televised pep rally for the high school girls' soccer team...but there was strange electromagnetic interference; the data stream went out, but all that most satellites got was static - the data was too corrupted."

"*LexCorp* satellites, however, *aren't* most satellites'."

Lex tapped a button on his desk, lowering a TV screen from the ceiling.

"It took us this long for our supercomputers to recompile the data stream." He commented. "But what we found...was *this*." He tapped another button.

The screen showed part of the incident at the soccer field, with the X-Men fighting the Brotherhood...and then the screen froze on an image of Superman - *him* - helping the X-Men.

"Has...anyone else seen this?" Clark whispered.

"Only the scientists in my employ, and I pay them very well to keep quiet." Lex said. He glanced to the image.

"Nice photo." He commented idly. "Look familiar?"

"Wow...he...*does* look like me." Clark said. Grinning sheepishly, he added. "But...I'm a bit scrawnier."

"Amazing thing, holographic technology." Lex commented. "It completely disguises you, and can't be detected...unless you know *exactly* what you're looking for." He smiled gently. "Even with all this, Clark, it would be impossible to draw a conclusion...but I know you, Clark. Even if it were possible for a five-year-old to carry another five-year-old on his back and swim to shore - even one as scrawny as I was - it *still* doesn't explain how a fifteen-year-old pulls a couple from a burning vehicle, and then rips off the windshield to save the couple's daughter." He chuckled. "Little Aly Blaire wasn't the *only* one watching you, that day, Clark. Not only that...I hear stories every now and then; strange occurences...people being born with strange abilities...plus, recently, people like Spider-Man showing up. What am I *supposed* to think?"

"I don't know, Lex." Clark replied. "What *do* you think?"

Lex looked him square in the eye.

"I think that the best friend - and probably the *only* friend - I've had since childhood *knows* me." He said. "I think that you know me well enough to know that *any* secret - no matter *how* big or small - you tell me, I take with me to the *grave*."

Clark met his friend's gaze; Lex was being serious. He simply removed his glasses. "What do you want?"

"A man of my means has many sources of information." Lex said. He chuckled. "Some of which are less than reputable." His expression turned serious. "Word is that you and Spider-Man have become something of an unofficial crime-fighting team, around here...and Kingpin knows it."

Clark's eyes narrowed. "Does he?"

Lex nodded.

"Kingpin's a powerful enemy, Clark; even for someone who can fly." He said. "He owns half the city and what he can't own, he destroys. Today...he hired a few 'unique' people to capture Spider-Man, to interrogate him about his new teammate."

Clark's fists clenched. "*Where?*"

"In an old warehouse on the south side." Lex said. "He's hired some of Spider-Man's enemies: Doctor Octopus and Hammerhead, plus he has his own lackey, Tombstone."

Clark had encountered Lonnie Lincoln - Tombstone - before, during his brief confrontation with Fisk, last year. The other two, he wasn't familiar with. "I see."

"They're hardcore criminals, Clark...but I don't think they're anything that a Man of Steel needs to worry about." He said, smiling wryly.

"Okay." Clark said, putting his glasses back on. "I'll...look into it." He turned to go.

"Clark?" Lex called out. Clark looked back. Lex smiled. "Godspeed."

Clark smiled at his old friend.

"Thanks." He said and he darted off, discreetly using the elevator shaft like before, flying out the top, heading south.

When Spider-Man came to, he had a *monster* headache...but, judging from who was glaring at him, that was the *least* of his problems.

Three figures were looming over him, and his arms were chained behind his back, pinning him to a wooden support beam, in an old warehouse. One was tall, of average frame, with short brown hair, his eyes covered by dark glasses, clad in a green and orange bodysuit...with four metal tentacles extending from his back. The second was a tall, strongly built guy, with dead-white skin, as hard as stone, Spider-Man knew, cold dark eyes, and sharp, pointed teeth, clad in a black T-shirt and black pants. The third was a fairly short, pug-faced guy, his head of black hair completely flat - from the adamantium-plated skull he'd gotten - clad in a 1920's style blue, black-stripped gangster's suit, an old-fashioned Tommy-gun in his hands.

Dr. Otto Octavius, A.K.A 'Dr. Octopus', Lonnie "Tombstone" Lincoln and the nameless gangster known only as Hammerhead.

"Hey, guys." Spider-Man greeted. "Long time no see!"

Tombstone scowled.

"Still a wiseass." He muttered.

"So, what brings me to your doorstep?" Spider-Man quipped.

"Don't play dumb, web-head." Hammerhead snapped.

"You've made a new friend." Dr. Octopus said, in a kind of German accent.

"Aw, you guys aren't feeling left out, are you?"

Another voice chuckled.

"A joker to the last." Then, a fourth figure walked into view. He was fairly tall, and immensely large...but Spider-Man knew, from experience, that only two percent of that weight was fat, the rest being *muscle*. His head was bald, with sharp, green eyes, clad in an impeccable white business suit, with a fine cane in his hand.

Wilson "The Kingpin" Fisk.

"Wow, the big man, *himself!*" Spider-Man exclaimed. "What's up, KP?"

Fisk smiled without humor.

"As Dr. Octavious has mentioned, you've made a new friend, wall-crawler." He said. "One who has been interfering in my affairs to an increasing extent."

"We can't help but be curious." Dr. Octopus said, smiling. "What exactly makes him tick? Where does his power come from?"

Tombstone gave a toothy grin. "And when *Doom* is interested in this guy, the answer *has* to be good!"

The Kingpin chuckled.

"Sadly, I'm afraid that Superman doesn't exactly have a listed telephone number." He said. "So, we decided to ask *you*. Why else would I have authorized such an operation?"

Spider-Man mentally kicked himself; he'd played right into Fisk's hands.

"So, tell us, Spider-Man." Kingpin said. "Who *is* Superman? Where did he get his power?"

"Uh...I don't suppose I could use a lifeline."

Kingpin chuckled mirthlessly.

"That's a 'no', isn't it?"

"I hope your memory serves you well, wall-crawler." Kingpin said. "Otherwise...I think I *will* miss that sense of humor."

At that, Doc Ock's tentacles extended their three-pronged claws, Tombstone cracked his knuckles and Hammerhead cleared the barrel of his Tommy-gun.

'*Okay, Spidey, think fast.*' Spider-Man thought. If he could just get his hands loose...

Suddenly, a sonic boom echoed overhead, startling his captors.

Beneath his mask, Spider-Man grinned.

"You want to know about him, guys?" He laughed. "Ask him *yourself!*"

It hadn't taken long for Superman to locate the warehouse, especially not after hearing Kingpin's voice. He flew over the warehouse and rapidly descended through the skylight, smashing through the glass, shaking the ground as he landed, to let Kingpin and his cronies know that he was *serious*, glaring at the crime-lord, ignoring his startled flunkies.

Fisk smiled wryly.

"The Man of Steel arrives." He said calmly. "You *do* know how to make an entrance, don't you?"

"Hey, nice timing as always, Big Blue!" Spider-Man said.

"Sorry I'm late, Little Red." Superman replied. His gaze returned to Fisk. "Encrypted e-mail. Pretty smart, Fisk; that's not something I was on the lookout for." His eyes narrowed. "I know better, now."

Fisk's expression didn't change. "My generous offer still stands."

"Talk about an offer I *can* refuse." Superman said coldly. "Let Spider-Man go, and things don't have to get ugly."

Hammerhead cleared his machine gun.

"In case you didn't notice, junior." He sneered. "We outnumber you!"

Tombstone cracked his knuckles, glowering at Superman.

"I've been *waiting* for the boss to let me take a crack at you, punk." He snarled. "It's high time someone taught you your place."

"I, for one, would be most interested to see exactly what you are capable of, Superman." Dr. Octopus said.

Superman sighed. "It's always the hard way with people like you, isn't it, Fisk?"

The Kingpin smiled confidently. "Gentlemen?"

Hammerhead grinned savagely, took aim and fired a constant stream of bullets at Superman, who didn't even blink as the bullets impacted his chest harmlessly, bouncing off. Hammerhead just kept firing, growing angrier and angrier the more he realized that his weapon had no effect, until his gun was empty. With a loud roar, Hammerhead barreled right at Superman, head down for a headbutt...

...and missed completely, as Superman simply stepped aside, letting Hammerhead crash into a pile of rubble behind him, out cold.

Turning back, Superman easily dodged the swing from Dr. Octopus' tentacle, before unleashing a burst of gale breath, sending him flying. Tombstone charged at him, aiming a punch for his face, but Superman blocked it, then grabbed his wrist, whirling his arm into a submission lock, before aiming a precision palm-strike to the side of his ribs, sending him flying thirty feet.

Slowly, Tombstone picked himself up...and felt the *hand-sized indentation left in his rock-hard skin*. He snarled.

"That *does* it!" He snarled, rushing at Superman. "When I get through with you...!"

But he was cut off, as a blast of flame sent him flying to the side. Superman was confused...until he heard a horribly familiar feminine giggle.

'*Oh, **no***.'

Siryn instantly appeared next to him in a puff of green smoke.

"Hi, handsome. Mind if I join in?" She cooed.

"Siryn, *not now*." Superman said firmly.

Tombstone sneered. "What, you needed your girlfriend to back you up?"

Superman's eyes narrowed. "*She's not my girlfriend!*"

Siryn just giggled.

"Oh, he's *so* in denial!" She purred. Her eyes narrowed. "As much as I'd like to talk, honey...Mommy has work to do; you take the eight-armed reject and I'll handle stone face."

Superman wanted to argue, but he knew better than to look a gift horse in the mouth; he could sort this out later. "Fine."

Siryn smiled, and then waved her hand, conjuring a pillar of stone under Tombstone's feet, which rapidly shot upwards, sending him flying. As he landed, Siryn sent a blast of lightning at him, but Tombstone rolled out of the way and ran at her, grabbing her throat and lifting her off the ground.

"'Handle me'?" He snarled. "You're in over your head, little girl!"

Siryn glared at him disdainfully.

"I was about to say the same to *you!*" She sneered, and she unleashed her sonic scream, sending Tombstone flying back, out cold.

As Dr. Octopus loomed over him, walking with his tentacles, Superman took aim and fired a pencil-thin heat ray...which missed.

Octavius smiled. "You should make your shots *count*, my young friend."

Superman grinned.

"I *did*." He replied. Octavius paused, confused by the comment.

"Heads up, Doc!"

Doctor Octopus turned around...and was hit by Spider-Man's double heel kick. Superman hadn't been aiming for Octavius; he'd blasted the support beam enough for Spider-Man to slip out, though his hands were still pinned behind his back. As the Doctor staggered back, Spider-Man hopped up, bringing his hands underneath him, so that they were in front of him. As Doctor Octopus swung at him, Spider-Man simply raised his arms, allowing the tentacle to break the chains.

His hands free, Spider-Man fired a web-glob at Octavius, covering his eyes. As the Doctor howled in fury, Superman took that opportunity to grab Octavius' tentacles and fly up, whirling him around and around in mid-air, before letting go, causing him to crash on top of the recovering Hammerhead.

With the three goons dispatched, Superman glared at the Kingpin.

"It's time for you to *answer* for your crimes, Fisk." He said.

"I think not." Fisk said. "I took the precaution of placing a high-powered explosive device in this warehouse; one powerful enough to destroy this entire *block*." He smiled confidently. "You *could* take me in...*or* you could find that bomb, saving hundreds of innocent lives. Your choice."

Superman's eyes narrowed. "This isn't over."

Fisk glared at him. "No, it most certainly *isn't*."

Superman darted off, listening for anything that might indicate a bomb, as Spider-Man and Siryn followed him. In seconds, he'd found the bomb, using his X-Ray vision to peer inside it's casing; it would take a precision beam to cut through it's detonator without triggering it. Superman took a deep breath, took aim...and fired.

The ultra-thin beam sliced through the detonator and the bomb went dead.

By the time he and the others got back, Kingpin and his cronies were gone.

"*Darn* it!" Superman muttered.

"Hey, Fisk's like a bad penny; he'll turn up, again." Spider-Man said. "Thanks for the assist, big guy."

Superman smiled. "No problem, little pal."

Siryn smiled at Superman.

"We make a good team." She cooed.

Spider-Man looked at Siryn, backing up cautiously. "Uh...aren't you one of the bad guys?"

Superman looked at Siryn sternly. "She most certainly *is*."

Siryn looked ready to cry.

"That is so *hurtful!*" She cried. "You haven't even given me a *chance!*"

Her tone threw him...as did her near-tears. He forced himself to remember what she was capable of. "What do you want, Siryn?"

Siryn lightly smiled.

"I've been thinking." She said. "I was wrong about your 'heroism habit.' I want to help."

"You're kidding." Spider-Man said.

Siryn shook her head. She moved closer to Superman.

"I want us to make a fresh start." She cooed, lacing her arms around his neck. "I think we could be friends."

Superman politely but firmly removed her arms from his neck. "Somehow I doubt that friendship is what you're after, Siryn."

Siryn pouted.

"Would that *really* be so bad?" She cooed. "I can help you." Her voice turned a bit sour. "Unlike that little blonde twit. What can she do to help you?"

Superman's eyes narrowed; the crass mention of Alison helped to focus him.

"Her *name* is *Dazzler*." He said. "And there is *no* need for name-calling."

Siryn smiled.

"I look forward to working with you." She cooed. And with that, she vanished in a cloud of emerald haze.

"*That*...is one nutty chick." Spider-Man said.

"*Tell* me about it?"

Spider-Man chuckled. "But, *man!* How do you get such a hot chick so crazy about you? What's your secret?"

"I have no idea." Superman said. "But remember; she's Doom's *daughter*, which means that there's fundamentally something wrong upstairs."

"Wait...*Doom?* The fruit-loop running Latveria? She's his *daughter?*" Spider-Man exclaimed.

"Yep."

"She just got a lot scarier." Spider-Man said. He chuckled. "In that case, I'd *definitely* ask out that Dazzler chick; you like her, don't you?"

Superman's eyes narrowed. "Don't go there, Little Red."

"You do."

Superman sighed. "Look, Spider-Man, I need to get going; I'm trying to find a missing photographer from the Daily Bugle; Peter Parker."

"Oh, I...saw him as I was swinging away from the boat, earlier today." Spider-Man said. "I think he was covering a couple leads; I'm pretty sure he'll be heading home, now."

"Good." Superman said. Then, his hearing picked up something...from the *Institute*. "I've got to get going."

"Okay." Spider-Man said. "Look, no fooling, Superman; you should ask Dazzler out. She's *just* as gorgeous as Siryn, if not more, she's *nice*, she can kick butt, she's okay in the head, and she *really* likes you. Go for it, big guy!"

Superman paused. "I'll think about it."

"Fair enough." Spider-Man said. "Catch you on the flip side, Big Blue!" With that, he fired a web-line, zipping up through the crashed skylight, swinging off. At that, Superman took to the sky, flying home.

By the time Scott and Jean arrived at the Institute - after hitchhiking with an old but good natured trucker - the sounds of the party within were starting to get out of hand.

"Looks like you were right." Scott observed.

Jean nodded, her cherry eyebrows narrowed crossly. "Certain X-Children plotted to get rid of us!"

Scott smiled.

"Well...something good did come from it." He said.

Jean turned to him, smiling.

"I know." She cooed. "I don't know how long it would have taken otherwise for us to figure out we loved each other."

"You would have figured it out."

Scott chuckled as Superman touched down next to them. Shazam and Green Lantern joined him on his way back to the Institute.

"Hey, Clark." He greeted. "Busy night?"

"You can say that, again." Superman replied. He smiled. "But I'm glad to hear about *you* two! Congratulations!"

Jean smiled.

"Thanks." She said. "We kinda owe it all to you; if you hadn't inadvertently shown me what a jerk Duncan was, this might not have happened; I might have been chained to his arm for all of high school!"

Superman chuckled.

"You would've figured it out." He said. His expression turned grave. "But right now, we have bigger problems; I'm hearing the Danger Room, guys - the New Mutants are trapped inside!"

"We've got to get in there, *fast!*" Scott exclaimed. "There's a back entrance to the lower levels; it's around the rear of the Institute grounds."

"Agreed. Let's go!" Superman said and they ran off, towards the emergency entrance.

Soon, they reached the steel doors built into the cliff wall - the entrance. Superman grasped the edges of the doors and pried them open, allowing them to head through. As they did, the defenses activated; numerous laser turrets became active. Jean repelled their shots by generating a PSI-bubble around herself and Scott as Shazam and Green Lantern tore through them. In seconds, their way was clear and they headed towards the Danger Room.

By the time they got there, the rest of the X-Men had gathered outside the Danger Room doors, as well as most of the New Mutants, who were bruised, but otherwise fine. Then, Kitty phased out through the doors, bringing Rahne and Amara with her; now only Jamie and Jubilee were missing.

"Guys, you came just in time!" Kitty cried as she saw them.

Jean frowned. "We might have been here sooner if someone hadn't sabotaged Scott's car!"

"We can worry about that later." Superman said firmly. "Where's Jamie and Jubilee?"

"Still inside." Kurt reported. "Ve cleared out zhe party as soon as ve figured out vat happened."

Kitty looked stricken.

"I tried to get to them, but I *couldn't!*" She cried.

"Someone's mucked up the Danger Room computer, we can't shut it off!" Lance exclaimed.

Quickly, Superman took out his buckle-computer, tapping a few keys on it, and then handed it to Scott.

"Scott, get to the control room and plug this into the computer, then press the red button on it's screen; it'll shut the simulation down. Me, Shazam and Green Lantern will keep Jamie and Jubilee safe until you do." He said.

"Got it." Scott said. Then, Superman pried open the Danger Room doors as he, Shazam and Green Lantern headed in, as Scott raced towards the control room.

Once inside the Danger Room, Superman easily dodged numerous laser shots from drones and turrets which were quickly destroyed by Shazam and Green Lantern. He raced to Jamie's side and stopped the massive steel mallet before it squashed him. He quickly picked up his younger teammate and dashed towards Jubilee, stopping to grab a massive steel-razor disc that was flying at him, and then threw it to deflect an identical disc that was flying at Jubilee. Reaching her, he set Jamie down and used himself to deflect any lasers that came their way. As another disc flew at them, Superman grabbed it and threw it at the disc-launcher, smashing it.

"*Simulation deactivated. Thank you, and have a nice day.*"

Superman breathed a sigh of relief as he heard that expressionless tone. At that, Jamie just sat down and started crying.

"*That was so scary!*" He bawled. "*I thought I was gonna die!*"

Jubilee suppressed a sniffle.

"Come here, little guy." She whispered, giving him a comforting hug. "We didn't die, Jamie." She smiled at the three. "They saved us."

Superman smiled. "What are friends for?"

Jamie's tears slowed, as did the sniffles.

"P-Please don't tell the others I cried, Clark." He sniffed. Superman chuckled.

"My lips are sealed." He replied. With that, he led his two teammates out of the Danger Room.

As Superman, Jamie and Jubilee emerged from the Danger Room, the others were waiting for them. Scott handed Superman his belt-computer, and Superman promptly folded it up and clipped it on his belt. "This wasn't an accident." Scott reported. "This was sabotage; a number of files have been copied from the computer."

"Which files?" Superman asked.

"*Ours.*" Scott said. "The personnel files on the X-Men and New Mutants have been copied...but they didn't get *yours*, Superman; they couldn't break the encryption."

Superman smiled. "I encrypted it with the Kryptonian language; good luck trying to figure *that* out."

"But who could do this?" Jean asked.

Superman's eyes narrowed, flashing electric blue, as he looked through the walls, scanning the horizon...and spotted something.

"I think I know who."

Mystique had long shed her "Risty" disguise, sneaking out of the Institute long before the partygoers cleared out. She was perched on a tree branch, looking down at the Institute. Smiling to herself, she leapt from one branch to the next with cat-like grace, landing in a clearing. She took out the gleaming CD with Xavier's files, looking at it...

...and then shrieking in pain as the CD sparked and started glowing red-hot.

"Haven't seen you in a while, Mystique."

Mystique's face twisted in fury as Superman and Shazam touched down in front of her, his eyes losing their red glow.

"You won't be getting any information from *that* CD." He said.

"I *needed* that!" Mystique hissed. "You had *no* right to interfere!"

"*You* had no right to endanger my team." Superman countered coldly. "You're lucky I didn't fry *you*."

He arched an eyebrow. "What did you need that CD for, anyway? You already *know* about the X-Men."

"That's none of your concern." Mystique hissed.

Superman's eyes narrowed. "I just *made* it my concern."

Mystique scowled. "I needed it to..." She began, and her expression saddened, "...to protect my child."

Superman calmed. "From *what?*"

Mystique refused to answer.

"*We* can protect Kurt." Superman said.

"Not from this." Mystique whispered.

Superman's expression became neutral.

"Somewhere in that heart of yours...you actually care for Kurt." He said. "Why don't you talk to him?"

Mystique froze.

"I can't." She said. "It's better this way."

"Why not let *him* decide that?"

Mystique couldn't speak.

Superman turned to go.

"Every child needs their parents, Mystique." He said softly. "I'm going to let you go. Don't make me regret it." With that, he flew off...leaving Mystique with her thoughts.

It was mid-morning when the Professor, Logan, Thunderbird, Banshee and Ororo got back, and Scott and all the others were waiting for them, after spending much of the night cleaning up the mess. As the car pulled up, Ororo helped the Professor into his wheelchair. As he rolled up the ramp, he smiled at them. "Hello, students. I trust everything went well?"

Scott took a deep breath.

"Actually, Professor." He said, "we...kinda had a party while you were gone." He lowered his head. "I guess...you were wrong to trust me, after all."

The Professor smiled. "Well, the Institute's still standing." He said. "I never would have guessed." He put a hand on Scott's shoulder. "You didn't have to tell me about this; none of you did...and that means that I *can* trust you." At that, Scott smiled.

"Now." the Professor continued, "Let's head inside..."

Just then, another car – a limo – pulled up in front of the Institute, and a young man of 20, in a casual black suit, with a bald head, stepped out. He smiled. "Hey, Clark." he greeted.

"Hey...Lex." Clark replied, confused.

The young man – "Lex" – walked up to the Professor, smiling warmly, extending his hand. "It's an honor to meet you, Professor Xavier." he said.. "Lex Luthor."

"Well...it's...quite an honor to meet you, as well, Mr. Luthor." The Professor replied. "What can I do for you?"

"Call me Lex." Lex replied, "And I was going to ask *you* that." He held up a CD. "I think I have something you'd like to see. Shall we step inside?"

After the Professor, the instructors, Clark, and the X-Men had piled into the Professor's office – with the New Mutants waiting outside – Lex showed them the clip from the incident in September, which he'd shown Clark.

"No-one outside of the highest security-clearance at LexCorp has seen this." Lex assured everyone. "And it will go no further."

The others were clearly shocked.

"What...do you *want?*" The Professor asked.

Lex laughed.

"You say that as if I'm blackmailing you!" he said. He handed the CD to the Professor. "I don't *want* anything tangible, Professor Xavier; I just want to be in the loop, that's all."

"Mr. Luthor...Lex..." Xavier said, "...you have to realize that our existence must be kept a secret."

"And what guarantee do we have that you'll keep quiet about us?" Logan said. "How do we know you won't blab our secret, bub?"

"Logan." Ororo said calmly.

Lex's expression became neutral. "I see." he said. "And from that video, you're quite proficient at erasing memories, aren't you, Professor?"

"Only as a last resort." Xavier said softly.

"Well, I'd advise against that with me, Professor." Lex said. "You see, I keep very good records; if I find a note saying I went here, today, but I can't remember going, I'll just be back here, and I may be a little annoyed that someone played conga with my cerebral cortex. Sooner or later, people *are* going to know about you, that's just a fact; and when that happens, you're going to need friends. You want me as a *friend*, not a potential enemy." He crossed his arms. "And you have the opportunity to decide that, right now."

Clark quickly stepped in.

"Guys, he figured out that I'm Superman, and he kept quiet. I've known him since I was a kid." He said. "We can trust him."

Lex chuckled. "And don't be too hard on Clark; the only reason I figured it out is because I knew him." He said. "Plus, a twelfth-level intellect helps."

He looked at them. "Look, I know you guys stand for something good; something *important*." Lex continued. "I know that because I know Clark; he's the most decent, pure-minded soul on the *planet*. If you guys were up to no good, he'd have blown the whistle on you *long* ago."

Rogue lightly chuckled. "He's got a point."

Lex smiled. "I'm sorry if I unnerved you guys; I just want to help." he said. He extended his hand to the Professor.

"Clark...does trust him." Scott said.

The Professor thought for a moment...and smiled, shaking Lex's hand. "Very well, Lex." he said. "I think we can trust you."

Lex smiled. "You won't be sorry." he said. He checked his watch. "Sorry, but I've got to run; stockholder meeting. I'll be in touch." he added. "See you later, everyone!" With that, he headed out the door.

It was in the afternoon when Alison got back, and Clark met her at the door.

"Hey, Aly." He greeted, smiling.

Alison smiled radiantly as she saw him.

"Hey, Clarkie!" She said. "How was your day?" Clark chuckled, as he started to tell her all that had happened since she'd left, as he walked with her up to her room.

By the time they were both outside Alison's room, Clark had finished telling her everything.

"Wow...you've been busy." Alison murmured. Then, she frowned. "So...you met Lex, again."

Clark smiled guiltily. In his childhood, Lex had often pulled pranks...often on young Alison. "Look, I know he's not your favorite person, Aly, but he's really not a bad guy."

Alison frowned...and then nodded. "Okay, Clark; I'll give him a chance." she said. She smiled. "If you trust him, then he *can't* be all bad."

Clark smiled, glad that Alison didn't completely disapprove of his old friend. "Thanks, Alison."

Alison's smile became shy. "So...before I left...what did you want to ask me?"

Clark gulped.

"Oh. That." He stammered. "Well...you see..." He felt himself starting to freeze up...

And then he stopped.

'*If Scott can tell Jean he loves her, I can ask Alison out.*' He thought.

"I was just wondering..." he began, "...if you were busy, over the next few days."

Alison blinked. "Well...I do have to study over the weekend for a Physics test." She said. "But...I'm free on Tuesday night." She looked at him, with those beautiful sapphire eyes, twinkling in confusion. "Why?"

Clark felt his mouth go dry.

"Well..." He began, "...if you were free...I was hoping that...maybe..."

Alison's eyes widened.

"Yes?" She whispered.

Clark took a deep breath, focused his thoughts, and went on before he could stop himself. "Dinner. Movie. 7:00 PM. Tuesday night. You and me. Yes or no?"

Alison didn't move for a few agonizingly long seconds...and then she smiled more radiantly than the sun itself, her obvious joy made ever more enchanting by the fact that her skin was lightly *glowing*.

"*Yes.*" She whispered through her smile.

Clark automatically smiled.

"*Great!*" He said. "I'll...I'll see you on Tuesday, then!"

Alison giggled.

"Clarkie." She cooed, "we live in the same building; we see each other every day."

"Oh. Right. Yeah, but...you know what I mean!" Clark said.

Alison smiled.

"Yes, I know." Dhe replied. She smiled shyly.

"I'm looking forward to it." She cooed.

Clark smiled. "Me, too." He said. "Well...I'll let you get settled in."

"Okay." Alison said, as she stepped back into her room, her eyes never leaving his, until the door completely closed.

Clark smiled goofily, before he started walking away. It was looking to be a *perfect* weekend...

...but it wasn't over, yet; Clark froze as his hearing picked up an emergency transmission. Quickly, he darted to his room, shedding his street clothes, clad in his uniform, once more. Darting to a window, Superman opened it and flew out, soaring off towards the trouble, a sonic boom echoing behind him.

In LexCorp HQ, Lex was sitting in his office, the stockholders' meeting finished, pondering what had happened, this morning. It had been an eventful two days.

Lex stood up, looking out the window over New York, thinking. What he'd seen on that video clip the first time...it had reminded him of something he'd heard about...

...and meeting Xavier and his students...it made that old curiosity come back...

Lex returned to his desk, typing on his computer, doing a search that only a highly sophisticated computer like his could do...searching through files that most computers couldn't even *see*.

*Government* files.

Lex smiled wryly to himself.

'*Pay dirt.*' He thought. '*Here it is...*'

'*...the Sentinel Project.*'