October is Lev month, so a Halloween story seemed to be the best idea...

Disclaimer: Nearly all characters in this fic belong to Marvel. No profit is being made from this work. (Hey most of these characters they haven't seen in years, so I doubt they will care.) The X-Girlfriends concept was created by ValKerrie (with the help of Amanda Smith) and Mrs M is also hers.

Rating: G

Archive: Anyone that would like it is welcome too it. If you haven't sent me the address of your HP before, please do before you put it up. Thanks.

Notes: This X-Girlfriends romp is Smith sisters approved. They used the word fabulous, even! This is also why Frozen Pop 3 isn't out. Please be patient. I have much in store!

Lev's First Halloween
by Shade

The whole thing had started simply. Two weeks before Halloween, Bobby had sat down to watch "It's the Great Pumpkin, Charlie Brown," like he did every year. This year was different not only in setting, but also in company. He was living in an apartment by himself, and several of his ex-girlfriends lived next door. In a way, it was like Halloween every day.

"It could be worse," Bobby thought as he watched Cloud and Zelda get into a popcorn fight. "Opal could have moved in next door instead."

Bobby tried to ignore the thematic flash of lightning and crash of thunder that punctuated that very thought.

"I don't understand this show," Lev commented from the worn armchair in the corner.

Marge rolled her eyes.

"You don't understand most things. How is this any different?" she asked.

"Oh leave her alone, Marge. You're such a meanie," Cloud said, ducking more popcorn.

Bobby lowered his face into his hands as Zelda kindly tried to explain the plot to Lev, one more time. They'd been discussing the same topic through every commercial break and it was starting to give him a headache.

"Why is this idiotic event even a holiday?"

Cloud bounced up and looked over the back of the couch.

"Because it's fun, silly! Even as a nebula, I can get that!"

Lev pouted and shot back, "I think it's stupid."

"Hey, don't knock it till you've tried it, kid," Zelda said as she decided Bobby was a better target for the popcorn.

"You know," Cloud began, "that's not a bad idea."

"Uh oh."

"Aw! Come on, Bobby! We should dress up for Halloween so she can see how much fun it is!"

"Why is it that everything you girls decide to do automatically includes me whether I want to or not?"

"Because we love that look on your face."

"Yup."

"Pretty much."

Bobby sighed.

"You realize that I hate you all, right?"

Zelda patted Bobby on the head and then ignored him.

"All right Cloud. What costumes should we have?" she asked.

Marge sighed the sigh of a superior being.

"You should just wear the costumes you have."

Cloud shook her head.

"Where's the fun in that? You're supposed to dress up as someone else, not yourself. That's the whole point."

As Marge and Cloud debated this, a newsflash interrupted Linus' search for the Great Pumpkin. A bright-eyed journalist cued it over to a ‘man on the scene.' There was wavy camera footage as the cameraman tried to keep a flying object in frame. After a moment, the object became visible. It was a man, but not just any man. The zoom caught the grinning face of a flaming Johnny Storm. Just as quickly, the scene shifted to the ground where The Thing and Mr. Fantastic were battling a small army of mole men. The Invisible Woman was, obviously, no where in sight.

"That's it!" Zelda crowed. "Lev could go dressed as the Human Torch. All she has to do is keep flamed up!"

"But she's a girl," Cloud replied.

"So? It's cheap."

"But she's a girl."

"Never stopped you," Bobby mumbled. He was still a little sore about that gender-switching thing, not that any of them had noticed.

"Well if you really think no one would figure it out, the rest of us could go as the other members of the Fantastic Four. I mean, with your powers, you'd be a perfect Invisible Woman. All you have to do is make your cloud substance really sparse, so that it's hard to see you," Zelda concluded.

"That could work, but what about the others?"

Zelda thought for a minute.

"Well Bobby could be Mr. Fantastic. We'd just have to gray his temples with flour and get him the outfit. Hey! We could make the arms of the costume really long like he was stretching!"

Cloud was starting to get excited.

"Ooh! Yeah that would be cool! But what about The Thing?"

"Hmm ... that one's harder."

Marge snickered, as much as a superior being could snicker.

"You could always paint your robot orange."

Zelda smiled at her and replied, "You know, that's not a bad idea. I could always sand off the paint later. It would come off easy considering the alloy the skin is made of."

"But what about Marge?" Cloud asked.

"I'd rather not have anything to do with this, thank you."

"You and me both," Bobby mumbled.

"Hey! I know! She could go as Dr. Doom. She's all ready got the attitude down."

Cloud smiled innocently as Marge almost growled at her.

"How amusing, but I happen to all ready have plans for Halloween."

The group was shocked that Marge apparently had a date. They were less so when they found out that it was with her father. None of them noticed as Bobby attempted to imprint the arm of the couch into his forehead repeatedly.

Finally, Lev spoke up.

"I don't see why you're even bothering with this."

"Well you usually get candy for dressing up," Cloud told her.

"Why didn't you say so? Let's get started!"

Mrs. Mellipoulos stepped back and looked at Bobby. She gently pulled the pins from her mouth.

"I think that's it, dear. I'm so happy that you all volunteered to take the neighborhood children around trick-or-treating. I know they'll be thrilled to have real superheroes show them the sights."

"How am I supposed to do anything with these arms?" Bobby whined. The costume was a perfect match for Reed Richards' own, but the long, stuffed arms were cumbersome. In fact, they nearly brushed the ground

"Well, I suppose I could cut holes in the sides of the arms for you to reach out of. Just don't do it in front of the children, dear, or you might scare them."

"How did I get talked into this?"

"It's because you're a sweet boy and those nice friends of yours are so thoughtful."

Bobby tried to rub his forehead only to bop himself in the ear with his overly long arm.

"Thoughtful isn't the word I'd use, Mrs. M. Not the word at all."

After the final fitting was done, including the slits in the arms, Bobby walked downstairs to meet the rest of his ‘team.' Both Lev and Cloud wore costumes almost identical to his own copy. Zelda was sitting on a stone bench in her I-suit. The large robot behind her was painted a garish orange.

"It looks great, Bobby."

"I'd like to go on the record here that I think this is a bad idea."

Cloud bounced over to him and smiled.

"That's okay, no one pays attention to the record anyway. So, Lev, are you ready for your first Halloween?"

"Are you sure this will get me candy?"

Lev stared down at the small Superman beside her. Fortunately for the team, their neighborhood consisted mostly of elderly people. There were only about five children for Bobby and the girls to take trick-or-treating.

"Five of these little heathens is enough," Lev thought ruefully. She was really angry because the children had gotten most of the candy. It just wasn't fair in her eyes.

"Mr. Torch! Mr. Torch! I wanna see the haunted house!" the little Superman whined. He'd been calling her Mr. Torch all night. She was close to hanging him up in one of the trees and taking his candy.

"Lev, isn't that cute?" Cloud said for the eighth time.

Zelda was at least understanding enough to try and distract the kid every now and then. They had circled two blocks and Bobby's mood had gotten lighter. He had stopped complaining and was laughing with the kids over the stupidest things. Lev was getting annoyed with him, but she couldn't figure out why. On the fifteenth house, they ran into trouble.

Music was blaring from the sky. All of the trick-or-treaters and adults stopped and looked up. Children were smiling and pointing, their frightened parents were trying to get them to safety.

The Hobgoblin was cruising above Port Jefferson with a portable stereo strapped to the front of his bat-shaped rocket glider. His hideous face was pulled back in a gruesome smile. His orange cloak billowed out behind him. Hobby was obviously having a good time. Halloween was the perfect day for him. He'd come up with a brilliant plan, but as things usually went, Spider-man had been a problem. "How to pull it off without the wallcrawler interfering?" he had wondered. The idea was simple. Go where Spider-man wasn't.

Port Jefferson wasn't very important. That's why he'd brought some music. The little burg was a push over. Why shouldn't he have a little fun? The angry, blaring techno music urged him on. He had just cleaned out some of the more affluent homes of Brentwood, and on a whim he had decided to fly across the sound and take on Bridgeport and maybe Stanford if he was up to it. Port Jefferson was just in his line of flight, but he decided to slow down and see the sights. The Hobgoblin was so pleased with himself that he nearly missed the four individuals that stood in the middle of the street.

At a distance, they appeared to be the Fantastic Four, if you squinted. Hobby had seen the Fantastic Four in person, so he knew that they weren't. They were standing in the street defiantly. Apparently, their Halloween costumes had gone to their heads. He was confident that he could get rid of the fools with one quick pumpkin bomb. The battering ram of ice that surged up to meet him told him otherwise.

"Lev, get up there and see if you can distract him. Cloud, take care of the bystanders. Zelda, try to flank him from behind. I'll handle the firepower, or icepower, as the case may be."

Lev stared as Zelda and Cloud did what Bobby told them. He had the most experience, but it still surprised her that the others considered him the leader. After all, she was the warrior. Bobby was a goofball, or at least that's what Zelda called him. She wasn't sure what a goofball was, but she knew that it probably wasn't good. Lev shook her head and flew up towards the now very angry Hobgoblin.

"I don't believe it! I came out here to get away from people like you!" Hobby said and threw a pumpkin bomb towards the fake Mr. Fantastic. A projectile from Zelda's robotic arm knocked it off course. Unfortunately, it rammed into a fire hydrant. A bright explosion sent water surging everywhere. Lev had been engaging the Hobgoblin and didn't see the miniature geyser until the villain had knocked her into it.

Lev's flame left her. She began to tumble to the ground in a tailspin that made her dizzy. She was soaked head to foot and couldn't flame back up. Lev braced herself for impact. She only felt a slight jar.

"Lev, are you okay?" Bobby asked insistently.

Lev opened her eyes to find herself in Iceman's chilly arms. He had caught her. Lev didn't know whether to be upset or grateful. She smiled. He hadn't iced up his body, but he was still using his powers like normal. She figured that he was probably worried about ruining all of Mrs. Mellipoulos' hard sewing work. Of course, if he did ice up he'd be naked once they were done. Lev wasn't sure how she felt about that.

"Yes, I'm fine, well except for being wet and cold."

Bobby avoided another pumpkin bomb and slid towards Cloud. He gently put Lev down.

"Cloud, see if you can dry her off. We need her up in the air against this psycho."

Cloud nodded, "On it, chief!"

Bobby turned back to the fight. Zelda was holding the Hobgoblin on her own, but the suit wasn't agile enough to dodge all of his bombs.

"Hey! Mysterio! Over here!"

Hobby turned toward Bobby with a snarl.

"It's Hobgoblin you moron!"

"Whatever! I get all of Spidey's nut jobs mixed up."

Hobby immediately starting pelting Iceman with numerous pumpkin bombs. The young mutant had to quickly catch himself several times as his ice slide was blown out from under him. Bobby was the perfect distraction, and his female teammates took advantage of it. They grouped up together and tried to come up with a plan, or at least that's what Bobby hoped they were doing.

"So tell me what's the deal? You're, like, ripping off Green Goblin's shtick, right?" Bobby asked ducking another explosion.

"If you'd hold still, you wouldn't have to worry about it!"

"No thanks! I'm a guy on the move, you know?"

"Why do all you good guys have to be so glib? That's the worst part of dealing with Spider-man. I get tired of his infernal mouth."

Bobby shot sharp icicles at Hobby's back, but his glider was proving too maneuverable to get in a good hit. The girls still hadn't attacked. They were just staring down the street. Bobby was starting to get worried. The Hobgoblin seemed to have an infinite number of bombs in his little pouch, and now the bat shaped glider was shooting small rockets at him. Iceman didn't know how long he could hold the guy off.

"Well, Chameleon, why don't you give up like a nice villain and I'll shut up?" Bobby continued, desperately trying to keep ahead of all the explosions that were booming around him.

"It's Hobgoblin! HOBGOBLIN!"

"So it is!" a laughing voice cut in.

The girls were standing in a row with their arms crossed. Spider-man landed in front of them and copied the pose.

"What are you doing here?" the Hobgoblin asked, astonished.

Spider-man smiled under his mask.

"Are you kidding? I've been following you since you left the city. I almost caught up with you in Brentwood, but I had trouble slinging through all those short buildings. Heck, I had to hop on a truck to get here. It was awful nice of these guys to slow you down for me."

At the end of his speech, the girls attacked. Cloud flew left, Lev flew right, and, with the boom of her boot rockets, Zelda came right up the middle like a freight train. Spidey crouched as she whizzed overhead. The Hobgoblin was surprised. He had nowhere to go but back. He did so, right into a big ice wall that knocked him from the sky. Hobby landed with a horrible thud. His glider rocketed through the sky into the windshield of a '76 stationwagon.

"Ugh!" the Hobgoblin groaned as he sat up and rubbed his head.

He looked up just in time to see Spider-man's fist smash into his face.

"Nice outfit, Flaky."

"Aw shut up, Webhead."

Spidey smiled at his frosty friend and asked, "So who are the babes?"

"Ex-girlfriend."

"Which one?"

"All of them."

"Ouch."

"Tell me about it," Bobby said and rubbed his sore shoulder.

He always enjoyed his little snipe fests with Spidey. The two had a gift for cutting each other down. It was even more complete if the Human Torch was around.

"So this is you're new team, huh?"

"I guess."

Spider-man nodded and asked, "What do you call yourselves?"

"Well, Warren said we should be ‘Iceman and the X-Girlfriends,' but I tend to ignore him as much as possible."

Spidey chuckled and shook his head.

"Hey throw an ‘amazing' in there. It works for me. That way you'll have your adjective and an X in the title. You can't lose!"

"Yeah, please, make it even longer. The girls are leaning toward Iceman's Angels."

"Ah well, don't worry Bosley, you'll figure it out. I'd better escort Mr. Halloween here back. I wouldn't want him to get loose again."

Bobby shook Spider-man's hand.

"Thanks for the assist, Spider-wienie."

"No problem, Cremesicle."

After Spidey had followed the Port Jefferson Police back to the station, Bobby turned back to the girls. Lev was busy picking up candy that had been thrown down on the street in panic. Cloud was pointing out scratches on the robot to Zelda who was busy running a diagnostic.

"Lev, I think that candy belongs to the kids," he said smiling.

"They threw it down. It's their loss. You know, this Halloween thing isn't so bad. Are you sure it's only once a year."

"Once is enough, especially in this neighborhood. Come on lets go home and split up the candy."

"Split?"

Cloud said, "Yes you have to share!"

Bobby shook his head as the two argued.

"Maybe Spider-man needs a partner..." he sighed and started walking towards home.

"The Human Torch took my candy!" a small Superman cried.

An elderly woman shook her head at her equally elderly husband.

"Those Fantastic Four ain't what they used to be, hon."

"No, my little pancake, they sure ain't."

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