New York City has always been known as the city that never. Tonight was no exception. Many people were going about their business, heading off to their night jobs, and going to parties. Not all New Yorkers are like that, however.

One New Yorker was spending his night differently.

[Thwip]

???: [thought] Tell me there's something better. Go ahead, try.

A lone figure was swinging along the skies of New York by shooting webs out of his wrists. The figure wore a red, grey, and navy outfit with a web-like design, big white lenses on his mask, and a red spider symbol on his chest and back. He ran along on the rooftop of a tall building and jumped right off the edge, before shooting a web at a nearby building and swinging away surprising some of the civilians who saw him by their windows.

???: Whooo!

The lone figure exclaimed.

???: [thought] "How I Spent My Normal Life" by Zachary Anderson. I can sum it up in one glorious, hyphenated word. Spider-Man. I am New York's new Ultimate Spider-Man!

Spider-Man let go of the web and stuck to the side of a building.

Spider-Man: [thought] Only one more night until I go back home, and I could use some action.

Just when he thought those words, the alarm bell of a jewelry store rang. That was music to his ears. He swung in the direction of the store, and two figures, who were both carrying two sacks of jewels, were along the roof. These two were also old friends of his.

One of the two wore a green shirt with even darker green stripes and had tan pants. The other one was wearing a dark grey hoodie and jeans. These two were self-proclaimed master thieves Flint Marko and Alex O'Hirn. They ran to the edge of the roof and looked over to the next building.

Flint: Did I tell you? One getaway jumps to the next building, and we're a million bucks richer. This ain't no million-buck haul.

Alex did not share his partner's enthusiasm.

Alex: Not after the Big Man takes his cut.

Flint: Awe, shut up and jump.

Alex jumped forward, but before he could land on the roof yanked by a web line and got wrangled up by Spider-Man on an antenna.

Flint: O'Hirn? Oh, no. Not again.

Spider-Man: Yep, again. What is this, Marko,
the third time this month that I've busted you guys?

Alex: [mad] Just wait till I get my hands on you, you skinny little webhead reject!

Spider-Man jumped down and landed right in front of Marko.

Spider-Man: Okay, so, Marko, now tell me.
The new suit.

Spider-Man asked while dodging Marko's swings.

Spider-Man: Too much? It's my first night trying it out. And I'm just not sure it screams friendly neighborhood Spider-Man.

Marko kept trying to hit the hero, but to no avail. Spider-Man launched a web that went past Marko's head and latched onto the bag that O'Hirn dropped. Spider-Man pulled the line, which caused the bag to hit Marko on the head. Marko was knocked onto the ground, and before he even knew he was hogtied.

Spider-Man: As a guy with a lot of experience getting thrashed by, well, me, I value your opinion. [thought] I wonder how Scott and Jean are doing at the game.
__________________________________________
At Bayville High

It starts at a football game. First, we see some cheerleaders that are from Bayville, then the football players getting ready to hike the ball.

Cheerleaders: B-B-B-A-Y-V-V-I-L-L-E. Goooooo Bayville!!! Yea!!!

Football player: Blue 22. Blue 22. Hut! Hut!

Number 11, Duncan scores a touchdown for Bayville and lands on his back, clutching the football.

Announcer: Touchdown, Bayville.

Jean comes over, leans down, and takes some pictures of him.

Duncan: Hey, Jean. Is that one for the yearbook?

Jean: No. This is for my collection.

Scott is in the bleachers watching them walk from the field.

Announcer: Duncan Matthews does it again, this time with a quarterback keeper. The Bayville Hawks seem to have this one wrapped up, and time's running out.

Meanwhile, a gray-skinned guy with brown hair named Todd Tolansky is underneath the bleachers, picking pockets.

Three of the Bayville players notice.

Football Player #1: Hey, look at that. Tolansky's at it again.

Football Player #2: Aw, man, it's unbelievable.

Announcer: Looks like the Hawks are a shoo-in for the playoffs.

Duncan: Hey, coach! Can we be excused for a minute?

Coach: Ye-yeah, yeah, just hustle back.

Football Players: *laughing* It'll be great, man. We're gonna cream him.

Back to Scott, who is playing with some money. The quarter slips through his fingers.

Scott: Oh, man, my cash. Hey, check it. It looks like someone's taking up a collection.

Paul: Woah, think we should call the cops?

Scott: Hold that option open.

Underneath the bleachers. Todd reaches up and steals another wallet.

Todd: Got another one. Hahaha. Wah!!

One of the football players yanks him down to the ground, causing him to fall into the mud, while some money falls around him.

Duncan: Well, if it ain't Toady Tolansky picking up a little spare change.

Todd: Uh... H-h-hi, Duncan. U-u-uh. Lo-o-ook, I can explain.

Duncan: Shut up, Frogface.

Duncan slams him into the bleachers.

Football Player #1: Let's crush him, Dunc.

Scott: Scott: Let's not, Dunc. Just chill. The wallets are still there. How about we have him give back the cash, no harm done?

Todd: Yeah, yeah. See? U-u-hhh. Here's the money.

Duncan: What do you care about this scuzz, Summers?

Scott: Not much. But I'm not crazy about three against one, either. Let's settle this peacefully.

Duncan: I think me and my buds and I are going to squash this slimeball. So you and your stupid sunglasses at night can just bail.

Duncan throws Todd down and stamps his foot in front of Todd's face, splattering him with mud.

Scott: I said, "Stop it!"

Scott runs at Duncan and throws him into the other two, causing them all to fall. The other football players start to help Duncan up and then notice that Todd is taking advantage of the distraction. They drop Duncan back in the mud and run after Todd. Now, the only two left are Scott and Duncan.

Duncan: (getting up) Big mistake, Summers!

They start to fight. Duncan is bigger, but Scott seems to be doing OK until Jean shows up.

Jean: Scott? Scott, NO!

Scott looks over, and Duncan punches him. Scott is slammed back into the supports, and his glasses are knocked off. His eye beams tear up the ground under the bleachers, and Duncan goes flying.

The blast gets very close to a propane tank near the field, and it explodes, causing a huge explosion. Meanwhile, Jean is standing there watching this with a horrified look on her face
__________________________________________
Intro

__________________________________________

Under the bleachers, Jean approaches the fire.

Jean: It's too hot to touch, at least with my hands.

Jean uses her telekinesis to lift some burning boards and lifts Scott's glasses into her hand. Scott is sitting on the ground, legs pull up to his chest, eyes shut.

Jean: Are you OK?

Jean puts Scott's glasses on him.

Scott: Jean! Oh, man, I...

Jean: Shh, I know. Listen, you better split.

An ambulance and the police arrived. Someone removes Duncan's helmet.

Medical person: Take it easy, son. Try not to move.

Cop: What happened here?

Duncan: Ah, my head... I can't remember...

Paramedic: Concussion. He's been hit hard.

Prof X concentrates from inside his car, changing the cop's thoughts.

Cop: Hmm... Looks to me like... Uh, uh, of course. It must have been a leak in that propane tank.

Jean runs over to Duncan, who is lying on a stretcher.

Jean: Duncan... Are you all right?

Duncan: Hey, Jean. Yeah, you know me, skull-like concrete. Ow.

Jean: Ohh, you poor baby.

Jean is walking by the stretcher and going to the hospital.

Scott is watching from beside the bleachers. His shoulders are hunched. Todd approaches.

Todd: Uh... Thanks. Ya know?

Scott: Yeah.

Todd crouches down. A fly buzzes around him. He eyes it for a moment, then Scccclup! No more fly.

Charles: Things are under control. For now. But we'd better hurry, we've got a train to catch.

At the Bayville train station. Prof Xavier waits with Storm. A blond kid gets off.

Storm: Kurt?

Prof X: That's not Kurt. (Looks toward a different exit) This is.

Kurt gets off the train. He is wearing a robe that covers him completely.
___________________________________________
At the mountains somewhere.

Logan is on his motorcycle and stops at a gas station. Looks at a newspaper. The headline reads, "Explosion at high school. The student barely escapes injuries in a freak accident."

Logan: Hmmm, Trouble at home.

Logan grabs the paper and heads toward the counter.

Elderly clerk: Yo... Uh... gonna buy that paper?

Logan: 'S why I'm holding it, bub. Bottle of water, too. Cold.

Clerk: (getting the water) Warm weather we're having, for this time of year.

The clerk sets the bottle down. Logan gets it, slices the top of the bottle off with his claws, downs the entire contents, and slams the empty bottle onto the counter.

Logan: Recycle that for me, will ya.

The clerk stares, having missed it, only seeing that the upper half of the bottle is sitting on the counter next to the bottom half. Besides, it is a twenty. Logan gets back on his motorcycle. Sabretooth is watching him from a nearby peak.

Sabretooth: Grrrrrrr...
_________________________________________
At the Xavier Institute

Scott is waiting by the bathroom, waiting for Jean to get out so they can leave.

Scott: Give it up, Jean. It's hopeless.

Jean is brushing her hair and using her telekinesis to hold up mirrors.

Jean: I'll be done in a second.

Scott: Come on, we're gonna be late.

Jean: Almost done!

Scott: Look, you want me to blow this door...

Jean opens the door and looks at him.

Scott:... down?

Jean: So? Are we going or what?

Jean touches his chin as she goes by, Scott smiles a little and walks her direction.

Scott: We're heading out, Professor.

Xavier: Just a moment, you two. Come here. I'd like you to meet someone.

Jean and Scott go into the study where the Professor, Storm, and Kurt are waiting. Kurt is still wearing his robe with the hood still pulled up.

Xavier: This is Kurt Wagner. He arrived late last night.

Scott: Hey, Kurt. This is Jean. I'm Scott. How ya doin'?

Scott offers his hand. Kurt looks at it and backs away toward the Professor.

Xavier: It's all right, Kurt. You're among friends here.

Kurt steps forward and shakes hands with Scott. He shows that his hand only has 3 fingers and is blue.

Kurt: Hello.

Scott glances down and starts slightly, raising an eyebrow. Kurt quickly withdraws his hand.

Xavier: *clears throat* I was just telling Kurt how I set up this Institute for gifted younsters. Youngsters whose gifts are not always an asset. Right, Scott?

Scott: So, Uh, you heard about last night?

Xavier: It was hard not to. It was on all the news channels. Fortunately, no one was badly hurt in last night's incident, and the true cause was not discovered, but you must be more careful, Scott.

Scott: Come on, Professor, I'm packing a bazooka behind each eyeball. What do you want from me?

Xavier: Control, Scott! That's what you're here to learn. That's why you're all here.[to Kurt] Scott's eyes emmit a destructive optic blast beam.

Kurt: Lowerss hood Showing that his head is blue too) Cool.

Jean: So what about you, Kurt? Got a special gift that brought you here?

Kurt teleports across the room and swishes his tail around.

Kurt: Maybe.

Jean and Scott: Woah

Xavier: I'll show Kurt around while you two are at school.
_________________________________________
Astoria, Queens, NY

Zachary was in his room, sleeping in his Spider-Man suit. He was up all night patrolling the city, and when he got back home, he was too tired to take off his suit, and now here he is, lying down flat on his stomach on bed.

Zachary: [snoring]

Then, there was a knock on his bedroom door and a voice called to him.

Natalie: Zachary, honey? Can I come in?

Zachary woke up from his sleep and got up. He struggled to get his suit off before his mother came in.

Zachary: No!

Natalie: Zachary, honey, you're going to be late for school.

Zachary: [trying to get the suit off while wall-crawling] Give me a second, mom. I'm gonna get the door. Just give me a second.

Natalie: Zachary, please just let me in. All right?

Zachary: [still trying to get it off] No! You can't come in. I'm so naked.

Natalie: Zachary, are you alright?

Zachary: Yeah. I'm okay. I'm just... I'm very naked right now.

Zachary quickly jumps into his bed and covers himself with his blanket as his mother comes into the room.

Natalie: What happened to your face? It's filthy.

Zachary: It is?

Natalie: Yes.

Zachary: [acting] Oh, yeah, yeah, I was cleaning the chimney.

Natalie: We have no chimney.

Zachary: [act shocked] What?

Natalie: You're going to be late for school.

Zachary: I know, mom.

Natalie: Downstairs, now.

Zachary: Can you leave? Because I'm naked here.

Natalie: All right, I'm leaving[leaving his room]

Zachary: Morning, I love you.

Natalie: I love you too. Hurry up.

Zachary: Whew.

Zachary quickly gets out, brushes his teeth, takes a quick shower, puts his Spider-Man suit in his backpack, and puts his clothes on.

Zachary went downstairs and ate his breakfast. Then he says goodbye to his parents and headed straight to Bayville High.

[A/N: Zachary web swings to Bayville High]
_________________________________________
At Bayville High

In the principal's office at Bayville
Todd is sitting in a chair, moving his feet. The principal's door opens, and she calls him in

Principal Darkhölme: Mr. Tolansky.

Todd gets up and follows her into the office. She makes a face and waves her hand in front of her face, trying to get the awful smell to go away.

Principal Darkhölme: Ugh. Excuse me a moment while I open a window.

While she is opening the window, Toad hops onto a chair.

Principal Darkhölme: There. Now, Toad, shall we talk about your new friend, Scott Summers?

Toad: What about him? he's cool. Heck, if it wasn't for him, those jocks would've stomped my skull flat.

Principal Darkhölme: Yes, well, Summers, as you've noticed, has special powers. There are others like him. We need to know more. Much more.

Toad: Oh, look, I don't wanna

Big, Scary, Purple, Monster Thing: Silence! You'll do as you're told! Understand?!!

She grips his shoulder, and her hand turns into blue claws. She changes into the sharp-toothed monster.
__________________________________________
Back at the Institute

Kurt: Woah... This bedroom... is mine?

It's a huge room with a bed, stereo, mirror, chairs, desk, all the things you would expect in a bedroom at an expensive boarding school. Kurt is still wearing his robe, with the hood down.

Xavier: Of course, Kurt. That's why your parents sent you to us. Because they knew you would be happy here.

Kurt: Happy? (walks toward Prof X, looks into the mirror) How can I be happy when I look like this? I scare people.

Storm puts a small box on the bed.

Xavier: Mm, I have a surprise for you, Kurt. (hands him a watch) Put this on.

Kurt puts on the watch/image inducer, and his appearance changes to the human appearance.

Kurt: I don't believe it! I-I'm normal.

Storm: Of course you're normal, Kurt, but not because of that machine.

Xavier: Storm is right, Kurt. Normal is what you truly are. (turns off the image inducer) Never think otherwise. This is just a disguise. A disguise so you will not be persecuted by those who do not understand your gifts.

Kurt: I understand, Professor. But nonetheless, (turns it back on) you RULE!

Storm and Xavier leave. Kurt looks into the box Storm puts on his bed and finds his X-Men uniform.
_________________________________________
Back at Bayville High

Students are moving around the halls, talking to friends, getting stuff from their lockers, and going to lunch. Scott stops at his locker.

Paul: Hey, see you in the cafeteria.

Scott: Just grabbing my lunch. Save me a seat.

As Scott grabbed his lunch and closed his locker, Tolanski was leaning next to the lockers, surprising him.

Toad: Yo, Summers.

Toad does a little spin than backflips up onto Scott's locker.

Toad: What's up?

Scott looks around; the hallway is deserted.

Scott: That's quite a jump.

Toad: Like it? I'm surprised you could see it through them smokies of yours. Here, let me help.

Toad spits out his long, slimy tongue and grabs Scott's glasses.

Scott: Hey! (covers eyes with his arms, drops his lunch)

Toad: What's the matter, Summers? 'Fraid (shakes slime off the glasses) to open your eyes?

Scott: Obviously, we both know what will happen if I do. (hold out his hand) Now, gimme back my shades before I go nuclear on you.

Toad: You got it!

Toad throws the glasses into the air, catches them with his tongue, and smacks them into Scott's outstretched hand.

Scott: Ugh!

Toad: Well, as you can see, you and me, we got something in common.

Scott: Yeah. (wipes at the ooze on his glasses) Now we're both slimed.

Toad: (leaps down) Nope... I mean, we ain't like other people.

Scott: And your point is...

Toad: (leaps so he's hanging onto the locker next to Scott) I just wanna talk. Get to know each other better. You know, maybe (Scccclup-snatches Scott's lunch from the floor and eats it, bag and all) do lunch.

Scott: I'll think about it. (walks away)

Toad: Yeah, you think about it. Me, I got better things to do. (backflips out an open window)

Zachary is by his locker getting his things. And then someone decided to take his picture.

Jean: Smile, Spider-Man.

Zachary: Aaaahh! [Takes cover] [in Zachary's mind, getting exposed as Spider-Man on the newspaper] I'm not... How did...[out of Zachary's mind]

Jean: Wow, nervous much? Anyways, Zach, where were you?

Zachary: I've been...around.

Jean: Well, alright. Come on, lunch started. Have you heard the news about the new Spider-Man last night?

Zachary: Oh, trust me, I did.

Jean: And you know how J. Jonah Jameson is about Spider-Man.[shows Nathan the news on her phone]

J. Jonah Jameson: It is the duty of every New Yorker to report the actions of these masked miscreants! Especially that ticking time-bomb called Spider-Man![video ended]

Zachary: Doesn't that jerk ever shut up?

Jean: I doubt it.

Jean and Xander walked toward the cafeteria while having a conversation with each other.
________________________________________

Back at the Institute, Xavier is in his study reading a book. Red lights start flashing, and the wall opens up to show Cerebro, a big pile of technology with various buttons and keypads and monitors. He looks at one of the screens, which has a map of the high school. There is a blinking red light, indicating a mutant.

Xavier: Hm. So, out in the open.
Phone rings.

Prof X presses a button on his chair.

Xavier: Hello, Scott.

Scott: (from a payphone at school) Man, Professor, you know it always weirds me out when you do that.

Xavier: Sorry, Scott. What are you calling about?

Scott: This guy at school... well, he's kinda like us.

Xavier: Hmm, yes. Todd Tolenksy.

Xavier presses a button, and a little compartment opens. He takes out the headset and puts it on.

Scott: You know him?

Xavier: Cerebro just picked up a reading on him. He must be using his powers openly now.

Scott: Well, he's not the kind of guy I'd really like to share a room with. To put it bluntly, he has the personal hygiene of a dead pig.

Xavier: Wecan nott turn our backs on anyone, Scott. You know that.

Scott: Yeah. I know. Bye.

Kurt walks in, wearing his uniform.

Kurt: What's that thing, Professor?

Xavier: That "thing" is Cerebro. It detects the manifestation of special powers, which is how I found you.

Kurt: (points to picture of Toad on the big screen) So this guy is one of us?

Xavier: That remains to be seen.[telepathically] Storm?

Storm is in her room, watering her plants with a miniature storm cloud.

Storm: Yes, Professor?

Xavier: [telepathically]There is someone I'd like you to audition for me. I'll have someone to assist. Zachary, are you there?

Zachary: [telechnetic link] Who's speaking?

Xavier: [telechnetic link] Don't be alarmed. My name is Charles Xavier, founder of the Xavier's School for Gifted Youngsters. I'm also a mutant like you.

Zachary: [telechnetic link] That explains it.

Xavier: [telechnetic link] And I also know that you are Spider-Man.

Zachary: [telechnetic link] What? H-how did you know?

Xavier: [telechnetic link] I've been watching you through the Cerebro, and I was amazed by all the great things you've done to the people of New York. I have a request for you at the Institute.

Zachary: [telechnetic link] What kind of request?
_________________________________________

The mansion, evening Storm throws open the glass doors on her balcony. She has changed into her uniform. She soars into the air. Toad hops up to the fence surrounding the mansion grounds. He grips the bars and looks up. Spider-Man web swings to follow Toad.

Spider-Man: [thought] Man, I can't believe that Tolansky is a mutant like me. Better go see what's up to.

Toad: Heh. Cake.

He jumps over the fence and bounds toward the mansion. He stops to look up at the developing storm and sees Storm flying through a break in the trees and the clouds gathering after her. It starts to rain. Toad makes a face.

Toad: Whoa. Now that is just freaky.

Storm starts to fire lightning bolts at Toad.

Toad: eeeeek!

She fires, and he jumps, fires, jumps, fires, and jumps. Inside the mansion, Kurt is wandering around. He looks up at the sound of thunder and then continues down the huge staircase to the entrance. He gets to the bottom and approaches the door. The doors slam open, and Kurt has to brace himself against the force of the wind.

Toad: eeeekkkk!

Toad comes flying through the open door and hits Kurt. They roll across the floor until Kurt manages to fling him off. They come up facing each other and pace in a circle.

Toad: Whoa! What are you? Some kind of ratty plush toy?

Kurt: (sniffing) Ugg, the name's Nightcrawler. And at least I don't reek like unwashed lederhosen.

Toad: You blue-furred freak!

Spider-Man: [on the ceiling] Now, now. Language, frog boy.

Kurt: Who are you?

Toad: Hey, i know you. You're that Spider-Kid.

Spider-Man: [irritated] It's Spider-Man.[sniffs] Plus, I don't smell like road kill.

Toad leaps for Kurt, who 'ports away. Toad makes a face at the smoke and tries to wave it away.

Kurt: (hanging from a huge light two stories up) As you say in America, Neener, neener, neener!

Toad: That ain't gonna help you, boy!

Toad leaps up to the light. Kurt jumps off just before he reaches it and lands on the wall.

Kurt: You're so slow! (winks)

Toad: grrrr...

Kurt: You couldn't catch flies on a windshield!

They go down a hallway, clinging to the walls, hopping from one side to the other.
Storm flies in through the still open door. Xavier comes down a hall.

Xavier: Tolensky is indeed gifted. He could be one of us.

Storm: Sometimes, Professor, I feel your good heart blinds even you from the truth.

Kurt, Spider-Man, and Toad come down a different hallway, knocking things over.

Kurt: Over here! No, over here! Over here!

Spider-Man: Yooho!

Toad: I'm going to rip out your pointy tail and stab it at the bug's head!

They are back at the big staircase. Or another big staircase.

Toad: Bug boy! Come here!

Toad tries to get Spider-Man with his tongue. Spider-Man shoots his webs at Toad's mouth and jumps away, and Toad hits a window.

This test is over. Todd Tolensky does indeed have the X gene. He may stay here if he so desires.

Toad: The only thing I desire is blue boy's fuzzy head and ripping Spider-Man's limbs off!

Kurt is on another of those giant lamps, and Spider-Man is on the ceiling, and Toad leaps for him, catching Kurt's arm with his tongue before Kurt can jump away. They struggle on the light for a moment and then fall off. Kurt 'ports before they hit the ground, to the surprise of Storm and Xavier.
They reappear in midair in the Danger Room.

Kurt: Woah, where are we?

Toad: You're asking me, foo? You're the one who brought us here.

Spider-Man: [spider senses tingling] Look out!

Spider-Man points at some giant weapons that are coming out of the walls to aim at them. They bounce around, avoiding the blasts.

Toad: eeeekkk!

Cut to Scott and Jean, who are getting into their uniforms.

Xavier: [telepathically] Scott, Jean! Spider-Man, Nightcrawler, and Toad have teleported into the Danger Room.

Scott: Oh man, the Danger Room has automated defenses!

Jean: It'll attack them with everything it's got!

Xavier: [telepathically] Hurry!

Spider-man, Kurt, and Toad are jumping around, trying to avoid the machines. Jean and Scott run in.

Scott: I'll take care of the cannons. You keep them away from the tentacles.

Jean: (takes off) On it!

Jean lifts Kurt up just before he's hit.

Kurt: You are an angel!

Jean: *laughs* On occasion. How about you, are you a demon?

Toad is being squished between metal panels. Scott blasts him out.

Scott: Tolensky, over here!

Spider-Man dodges the lasers and the blades with agility and grace.

Xavier and Storm finally reach the control room.

Xavier: Automatic override. Voice print- Charles Xavier.

Computer: Confirmed. Shut down in 5 seconds.

Kurt: (still held by Jean's telekinesis) Now I get it! It's a training area. Watch. ('ports to a cannon') I just pull the plug and... woooooahhhw!

The cannon shakes Kurt off and begins firing in all directions. One blast hits Scott and Toad and slams them into a wall. Storm hits it with a lightning bolt. Everything else turns off.

Toad: Man, I've seen enough. I am out of here! (hops away)

Scott: Tolensky! I'm sorry, Professor. I couldn't stop him.

Xavier That's all right, Scott. He wasn't ready to be one of us.

Kurt: I blew it, too, Professor. I'm sorry. You've been wonderful, but I guess I just don't belong here. ('ports away)

Xavier: Nightcrawler, wait!

Scott: No sweat, Professor. I'll handle this.
_________________________________________
Outside the mansion, Toad jumps out a window and lands on the outdoor table. It breaks, and he tumbles up to Logan, who just got back.

Logan: Going somewhere, bub?

Toad puts up his fists like he's going to fight, and Logan pops his claws. Toad cringes.

Xavier: Logan, NO! Let him go.

Toad: (scared look) Heh heh....

Logan: Hmmm...

Logan retracts his claws and steps aside. Toad hops away, mumbling to himself.

Logan: *sniffs* I came back because I thought I smelled trouble. *sniffs* Of course, it could have just been stink boy over there.

Toad: There's some crazed stuff, man! [Hops away]

Xavier: I wish it was. Welcome home, old friend. We've missed you.

Logan smiles. Spider-Man appeared right next to the professor.

Xavier: And thank you, Spider-Man.

Spider-Man: My job.

Xavier: You know, there's room for one more in my school.

Spider-Man: Appreciate the offer. But New York needs Spider-Man. If you ever need me, I'll be there.

Spider-Man webs swings back to Astoria as Xavier and Logan watch him go.

Logan: He's too much of a loner.

Xavier: Indeed. He almost reminded me of you, Wolverine.
_________________________________________
At the hanger

Kurt appears in the hanger.

Kurt: Vas ist das?

Scott: The SR-77 Blackbird. Twice as fast as the SR-74 and with four times the firepower.

Kurt: Sehr gut. Is it yours? Please tell me you get to fly it.

Scott: It's ours. And if you stick around a while, I'll show you how to pilot this bad boy. So what do you say? Want to be a member of our team?

Kurt: Me? I almost got you killed a few moments ago.

Scott: Yeah... don't do that again. But look, we all make mistakes sometimes. I know I do. That's why we're here. To learn not to make mistakes like that.

Kurt: And you don't mind... the way I look?

Scott: *laughs* Dude, just don't hassle me about my shades, and we'll be fine.

Kurt: (smiles) We have a deal then.

Scott: Come on. I'll show you where they hide the sodas.

They walk away
________________________________________
At Ms. Darkholme's office

Ms. Darkholme is very mad at Toad's failure.

Principal Darkhölme: I can't believe this! You were actually inside, and you ran away?!?

Toad: Hey. I freaked. So sue me. I did what I could. Plus, Spider-Man is with them.

Principal Darkhölme: And no doubt the Professor wiped your mind so you can't remember anything!

Toad shakes his head.

Principal Darkhölme: Get out!!!

Toad leaps out, knocking over his chair.
Ms. DH slams the door.

Principal Darkhölme: Aaaarrgh!! (shifts into Mystique, her natural self)

Mystique goes to pick up the chair. Some metal things on her desk start moving around.

Magneto is there, but we only see a vague outline of him

Magneto: Don't be so hard on the boy, Mystique. We don't want to thin our ranks now, do we?

Mystique: No, sir. I'll be more careful.

Magneto: See that you are.

Paper clips fly into Mystique's face.

Mystique: ahhh!

Magneto: Remember, this is only the beginning.

Magneto shadow in the window.

The End/Outro