A beeping sound woke Henry McCoy from his impromptu slumber. Groggily, he rubbed his eyes and looked up at the screen in the mansion's viewing room. He had been researching a topic for Professor Xavier on the main computer system before exhaustion had claimed him. Now, he looked at the clock readout at the bottom right of the computer screen and tried to figure out who among his housemates would be away from the mansion at this hour. He was fairly certain the new guy, Wolverine--who had a habit of staying out late at bars--was still on the estate.

"Hello? This is Beast," he said tentatively into the commlink, which was humming open, but with no voice on the other end. "Come in."

"Oh, uh... hi," said the voice on the other end--somewhat young-sounding, Hank thought. "Is this Cyclops?"

"No, I said I'm Beast," Henry reminded with growing alarm. He didn't recognize the voice. "Who is this? How'd you get this communications channel?"

"Uh... I'm Spider-Man," the voice answered, trying to sound more confident. "I met Cyclops earlier tonight. He gave me this... this cloaking device commbadge thing. I traced the main channel."

Running thick fingers through his tied-up black hair, Henry frowned. Scott hadn't mentioned that to him. "I see... and why would he do that?"

"To keep me hidden from the Sentinels that have decided to lean on my case. That's actually... that's why I'm calling. See, I was thinking that this Sentinel business is putting a lot of people in danger, and I thought, y'know, being a superhero and all, that I should get involved. I was wondering if you X-People could--"

"X-People?"

"That's what the media calls you. Why, what's your official name, so I can get that right?"

"X-Men."

"Oh. X-Men. Cool." A pause. "Wait... weren't there a couple of girls on your team? I saw on the news--"

Henry's patience was wearing thin. Still, he tried not to sound too curt to the other person. "Yes, there are a couple of girls, but the group name was a decision of upper management. If you'd like information on the Sentinels, perhaps I could arrange something, but I'd have to clear it with the guy in charge. So you're Spider-Man, huh? I thought you'd sound older." Henry wondered if this was some bored kid enjoying a prank call. But the fact that this kid had the X-Men's main communications frequency worried him. He'd have to keep this short, since for all he knew the signal was being traced.

"Well... that's a common misconception about me," Spider-Man answered with a bit more confidence, "that I'd sound older."

"Who is that?" Professor Charles Xavier asked Henry as he wheeled himself into the viewing room via a ramp.

Henry jerked around to glance at the professor, not sure if he were doing something wrong. "Oh, uh, this kid claims he's Spider-Man, and Cyclops gave him our number, so to speak."

"Uh, hello?" the voice on the other end asked.

"Intriguing," Xavier responded to Henry, then reached out with his mind to verify the caller's identity. homing in on the mini-Cerebro unit in the commlink. Not a deep probe, just a surface scan. He received brief images of spiders, 'X' shapes, algebra homework, a Sentinel, a young red-haired girl who obviously wasn't Jean Grey, and a flash of red light wrapped in black leather.

Then... chaos. White-hot needles, frantic buzzing, and a panic alarm all in one.

Xavier was forced to end the probe, and shook his head. "What is it?" Henry asked, moving to his mentor.

"What just happened?!" Spider-Man demanded, voice sharp with panic.

"He's telling the truth," Xavier reported to Hank while rubbing his brow, "but... apparently, our friend's mind does not respond well to even cursory psi-scans."

"Psi-scans?" Spider-Man squeaked, having overheard that part. "Were you reading my mind?"

Xavier moved to the console and spoke with a clear, calm voice. "I merely tried to determine if you truly were Spider-Man. I did not try to uncover your real name, as privacy is an issue with you. I doubt I could have found out much more if I'd tried, however, due to your mind's alert system."

"Alert system?"

"Your brain perceived my intrusion as a threat, and closed itself off to me while flaring up." With a touch of gentle humor, he added, "it was rather like trying to pet a hedgehog." Xavier decided not to mention that he could bypass the security system, or even wipe Spider-Man's mind, if he chose.

He looked back over to Henry, who just stood there in apparent amazement that someone could make a telepathic probe difficult for the professor. He caught Henry's stray thought: I wonder how much Spider-Man would be willing to charge to share his secret.

"I didn't know I could do that," Spider-Man muttered, clearly baffled.

"Has your mind ever been scanned before?" Xavier asked.

"Well, no... I mean, that I know of."

"Well, Spider-Man, now you know. So, is there anything with which I might help you?"

Even without his telepathy, Charles Xavier saw the reaction coming a mile away.

"What?" Cyclops shouted the following morning after practice, not certain he'd heard the professor right. Or at least hoping he hadn't. "You're humoring that Spider-Kid?"

Xavier nodded. "We talked last night on the subject of Sentinels, and the increasing threat they pose to mutants and the general populance. The young man was full of ideas and curiosity, and he seemed genuinely willing to aid our cause."

Understandably, this was met with mixed reactions from the assembled X-Men. Wolverine was the first to give voice: "What's he gonna do--join the team?"

"At least he can bring his own tights," Storm commented with a smirk, studying her fingernails.

"He declined that offer, Wolverine," Xavier answered, "but he is dying for at least one glimpse at the inside of this mansion."

"Cool!" Iceman chirped, eager to meet his favorite wrestler.

"No. Way," Cyclops stated, both hands on Xavier's desk. Charles glanced at his protege's hands.

The young man removed his hands from the desk. "Sorry, sir, but how can we trust him?"

Xavier tapped his temple.

"What could it hurt?" Colossus inquired, arms folded. "This school is supposed to be integrationist, right? And Spider-Man has street credit. Maybe having him in our corner could help the mutant public image."

Iceman predictably put in his approval: "Yeah, that could rock! I mean, and ex-wrestler in the X-Men; how cool is that?"

Storm quirked a brow and looked up at her steel-skinned friend, Colossus. "Street cred? He couldn't possibly be more white-bread-middle-class under that mask, and have you read what some of the newspapers have said about him?"

Colossus looked visibly wounded. "You mean you actually believe the Daily Bugle? And actually, I didn't mean street credit as a black-or-white, rich-or-poor issue, but as a mutant issue. If he's a mutant, then I'm sure a lot of mutants out there can identify with him. He even has a lot of nonmutant fans, I hear."

"If he's a mutant," Marvel Girl interjected, "why hasn't Cerebro detected him?" She looked to Xavier for conformation as she said this. "Or has it?"

Xavier shook his head. "No. He doesn't register. But didn't Scott mention the Sentinel that tracked him last night had no problem scanning him? So there is a noticeable genetic change within the young man's body, and fairly recent. The Sentinels, after all, are programmed to detect newly-manifested mutant genes; I go by brainwave patterns." Seeing the confused looks on most of his student's faces, he attempted to explain further: "I would classify Spider-Man in the metahuman category. His body's augmentation was caused by an outside force, similar to some other superpowered nonmutants we've studied. Thus, he is not a 'birth-mutant,' but still a mutant by way of genetic tampering."

As Charles expected, this only clarified things a tiny bit for anyone other than Beast.

"Okay," Cyclops began, gesturing with his hands in a let-me-get-this-straight manner. "So he's a mutant, but he's not. He wants to help out, but he doesn't want to join the team. So what exactly does he want?"

"He wants as much information on the Sentinels as we can provide, so he can stand a chance of defeating them. He also requested the locations of any known mutant hideouts, so he'll know where to concentrate his protection efforts."

"He's not asking for much, is he? Maybe we can throw in a free ride in the freakin' Blackbird while we're at it."

Xavier leveled his gaze at Cyclops. "I believe Spider-Man's requests were rather reasonable. He has committed himself to ending the Sentinel threat, as have we. And he is unwilling to turn a blind eye to the oppression of mutants."

Wolverine snorted. "Yeah, he cares now that his skinny butt's on the Sentinels' most wanted list. Guy's all heart. Where was he before, or did webbing up purse-snatchers get boring for him?"

This time, Beast came to Spider-Man's defense. "Would you rather that he maintain indifference? It seems to me Spider-Man is looking at the bigger picture in regards to the Sentinel issue: that concerning humans and mutants in the long-term. 'How long is this going to last?' he said at one point during his conversation with the professor. 'Are the Sentinels going to go away once the last mutant is dead, or are they here to stay? How hard would it be for the government to find an excuse to keep the robots in the skies long after mutants are no longer a threat, simply because it's handy to have a squadron of giant peace-keeping androids around? Would this country become a Sentinel-patrolled police state that future generations would have to grow up in?' Spider-Man has asked these questions. Have they even occurred to you?" Beast paused, mulling over the long quote and trying to recall whether or not it was accurate. "Well, he said something to that effect."

Wolverine kept quiet. His teammates were also pondering this in silence.

"You're awfully quiet," Mary Jane Watson mentioned to Peter as they sat at a table in their school cafeteria, "but then again, you're always that way. What's up?"

Lifting his gaze from his mashed potatoes, Peter lifted a brow at the red-haired girl. "Hmm? Oh, sorry. I was just thinking about... y'know, stuff."

"Liz Allen's bra size?" she kidded.

Color flooded Peter's face. "Huh? No! No way, Mary. Honest!"

Mary was grinning like an imp. "Yeah, I know. Just thought I'd tease you."

"Seriously, nothing happened that night. She was drunk. She came onto me."

"Yeah, I know. You've explained this to me. I'm not mad anymore. What, am I not allowed to tease you?"

"Well..." Peter returned his gaze to his mashed potatoes.

"So really, what were you thinking about?"

"Algebra test?"

"You can do better than that. C'mon, this is me you're talking to. I'm one of the guys, remember?"

In that case, Peter thought ironically, I was rehearsing what I'm going to say to the X-Men when I meet them as Spider-Man, so I don't look like anymore of a dork than I already do. Instead, he chose a less-incriminating subject, one that was still bothering him. "I'm worried about Harry. His dad was that Goblin monster. That's gotta be harsh. Now he's talking about moving in with his relatives out of state."

"You're going to miss him."

"Well, yeah. He's my friend, pretty much."

"Uhm, wasn't he using you to do his homework for him?"

"That? I was helping him with--"

"Doing it for him."

"Okay, yeah, I was." Peter sipped his drink. "But I got to like him. He's not a bad guy. He's not like Flash and Kong, who were only remotely nice to me while I was on the basketball team. I think he really is my friend."

Mary Jane smiled. "Well, don't forget I'm your friend too." She placed her hand on his briefly. "And I'm not leaving."

Blushing, Peter looked up at her. Was she touching his hand? No way!

"Ooooh, we got the whole 'Love Connection' up in here, yo!" Flash Thompson announced abruptly as he and his sidekick Harlan "King" Kong passed by their table.

"Get a room you two," Kong chimed in, "unless you wanna just go at it right here on the table?"

"Uh, losers?" Mary Jane shot back, "Why not get your own room and leave us alone? Not everything is about sex, okay?"

Flash and Kong didn't look terribly convinced of that.

"You sure you want to tell them to go off together?" Peter muttered, less afraid to hurl a rejoinder at the two jocks these days than he used to be. "You're just encouraging them to breed, and that's, like, bad news for the gene pool."

Flash stalked forward, getting right in Peter's face. "You trying to be funny, Parker? I'll clock you with my cast if you don't watch it!"

Peter looked at the cast on Flash's hand, adorned with signatures, and snickered. "Who gave you the broken hand in the first place again? Was it me? Refresh my memory."

"Can you two stop it?" Mary Jane shouted. "We're just trying to eat here, Flash. If you keep this up, you'll miss eating during the lunch hour completely. Can we just let this go?"

"Yeah, she's right," Kong agreed, tugging on Flash's sleeve. "I wanna eat, man."

"You always wanna eat," Flash pointed out with a scowl.

"Gotta maintain muscle, right?"

"More like flab, fatass."

"Who's a fatass, crackhead?"

"Fuckwit."

"Mutant."

"Your mom."

The two jocks walked off, absorbed in their name-calling battle, but the word 'mutant' stayed with Peter. It was being casually tossed around as insult slang by immature students, much as the word 'gay' might be. It wasn't right, Peter decided.

Mary speared lettuce with a fork. "Oh, speaking of mutants: did you hear about last night?"

"Uh, what?"

"This girl in my music class--d'you know Tandy Bowen? Her home was hit last night in a Sentinel raid. It was on the news."

Peter's eyes widened. "Serious?"

"Yeah, and she didn't show up today. I asked around. The grapevine had been saying for a while that she might be a mutant."

"Oh my god..."

"Yeah. And I liked her too. She was fun. I'm going over her place after school to see if she's all right."

"And if she's... if the Sentinels... got her?"

Mary Jane looked away, biting her lip. "I hope to God they didn't."

Peter placed his hand on hers.