( A/N and Disclaimer:We do not own Spider-Man or any of the characters used but those that are OC. I hope you enjoy our little fic. Please R & R. Thanks a bunches. )

A light drizzle fell upon Peter Parker's shoulders as he stood upon the building's ledge peering over the city he protected; a city that both hated and feared him. He sighed as he pulled the red mask from his head allowing the night's cool wind to blow through his shaggy shoulder-length brown hair. Tears threatened to spill from his light blue eyes as his grip on the mask tightened. "I'm sorry.." he choked out as his gaze drifted from the city to the sky above him. "I tried, Uncle Ben. I am trying..it's just…"

He ran his hands though his hair rough in frustration. "You didn't say it would be like this!" Peter's voice rose conveying all the hurt and anger welling in his heart. He was a sixteen year old boy for God's sake. He was supposed to be playing ball, getting into trouble, and just being normal. His only worry should have been girls like it would have been for other normals. "It's not supposed to be his hard! They don't want me here! They…"

Peter all but sank to his knees as he finally let the tears fall. "I just want somewhere to belong…is that so much to ask? To have a normal life?" He sniffed rubbing the tears away with the back of his glove. "You said 'With great power comes great responsibility' well..maybe I don't want to be the responsible one anymore…"

Johnny Storm awoke like he normally did. Rock music blared from his alarm clock radio as a groan escaped him. The seventeen year old firestarter was not a morning person; Sue Storm had once compared Johnny to a bear stating that they both 'hibernate'. The blonde teen had deny the accusation of him being lazy by taking on a group of bank robber himself getting injured in the process. Ever since that day, Susan had stopped calling Johnny lazy in public. A broken leg for a good reputation? It was worth it. After all, lazy people didn't get a date; they just got fat and old.

A knock on the door made Johnny awake with a start. He was a tosser in his sleep and somehow his comforter had become tightly wrapped around his waist and hands trapping him in a comfortable cocoon. The blond cursed as he turned the wrong way and end up face first on his carpeted floor. "I hate Mondays…" he mumbled as he started to free himself.

A gentle feminine voice from the door giggled as Sue stepped inside the messy room. "Come on, Johnny. It's a beautiful day outside. Why don't you find your spider friend and go make trouble.." She had meant it in a jest of course. The last thing she needed was for her brother and the masked kid to be on the news tonight. Sue blinked pushing a lock of her own blonde hair from her eyes. She could of sworn she saw a look of disappointment cross her younger brother's face. "Johnny? Something I should know about? You guys fighting again?"

She moved placing a caring hand on the boy's shoulder. "It's not that.." Johnny took a step forward allowing his sister's hand to fall from him. "He has been just…different lately."

This sparked worry in the Invisible Woman. The last time Peter had been acting differently he had been under the control of a black and white symbiote currently going by the name of Venom. Separating the teen from that monster had been a miracle in itself.

"Different?" Susan questioned growing more concerned by the moment. "Different how Johnny? He is..in trouble again is he? Like before?"

Johnny shrugged honestly not knowing. "I wish I knew…"

Susan sighed as she turned to exit the room allowing her brother to change from his pajamas. "I think…you should talk to Reed about this, Johnny. Please..do it." With that being said, she closed the door allowing the teen his privacy.

Reed was silent as he usually was when he was working on something that required his utmost attention. He would murmur from time to time, flitting from one thing to another as he worked ever diligently. However, today there was something else on his mind. Peter Parker. He mused over what Johnny had told him about the boy distancing himself and thought over what this might mean. So far as he could think the only solution that came to mind was in the form of one name. Xavier.

The brown haired scientist sighed as he ordered the computer personality to dial the Xavier Institute in Washington. A familiar voice came over the line; well almost familiar. Reed had only really saw or heard him on television before. He was talking to Xavier himself; just as he had hoped.

"Hello, Mr. Richards…I'm amusing you need my help with something?"

"Er. Yes. Its concerning Peter Parker. Spiderman. I assume that you have heard of him?"

There was a slight pause on the other end of the phone line as a door opened and closed in the background. A gruff voice was heard as a person settled down possibly at a chair in the same room. "Yes, we have heard of his ventures from the news. He seems very…hyperactive. What seems to be the problem?"

"He seems to be losing his way as time goes. He has no place as far as he is concerned. You take in young ones of his talent as I know...and I was wondering if there might be a possibility you could take him under your wing."

Xavier smiled at the man sitting in front of him. Of course, Reeds couldn't see that from his lab seat in New York, but it could be heard in his voice. "I'll see what I can do.."