A/N: Hey guys so couple things, first I really hope you enjoy this I really enjoy the Rogue/Peter stories (My favorite being the SpiderX series) and thought I would try my hand at one. Second for Peter's costume it is the one from The Amazing Spider-Man 1, because that one is the one that I thought looks best, and finally Wilson Fisk is going to be more based off of the Netflix show version instead of the movie or comics I just thought he was amazing, and have a ton of ideas to do with him. That is all I hope you all enjoy

Also I do not own the X-men or Spider-man, all rights belong to Marvel, Disney, and of course the Lord Stan Lee himself excelsior!

This chapter is part 2 of the last chapter, again I am sorry about how rushed the ending of the last chapter was, but hopefully this part makes up for it.

Chapter 4: The Spider, and the Devil. Who's the Big Guy?

Empire State University Hospital

"We need to get in to surgery quickly I don't know how much longer he has." A doctor yelled running through a door pulling a stretcher behind him, along with a few other doctors. They quickly ran through the halls until they made their way into an emergency surgery room. They quickly got Alistar onto the bed, and started attaching him to various machines, and putting an oxygen mask on him.

"Where is my son!" an elderly man yelled running through the main hospital doors running toward the nurse's station.

"Name?" The nurse asked typing into her computer.

"Smythe!" The man barely choked out, worry evident in his voice, and he was on the brink of a panic attack. The nurse typed on the keyboard.

"He was just brought in for emergency surgery." The nurse said softly.

"What's wrong with him?!" The man nearly screamed.

"They don't know yet, I'm sorry….Mr. Smythe?" The nurse said trying to reassure him, even though she didn't know what to refer to a millionaire as.

"What happened, he was just running an errand for me?!" Spencer once again screamed still on the verge of a panic attack.

"There was….a fight between Spider-man, and th…" The nurse tried to exclaim before being cut by Spencer.

"SPIDER-MAN DID THIS TO MY SON!" Spencer was now fully screaming

"Sir please calm down…" The nurse said walking around the counter, and resting a hand on Spencer's shoulder.

"NO! I WILL NOT CALM DOWN SPIDER-MAN TRIED TO KILL MY SON!" Spencer turned, and screamed in the nurses face, which caused her to cower a bit.

"Sir, please try to remember this is a hospital, and your screaming could disturb some of the other patients." The nurse tried to reason with Spencer who at this point went from being on the verge of a panic attack , to having a vein in his neck about to explode in anger.

"I…..I'm sorry, I'm just upset." Spencer calmed down, and had a much softer, and more apologetic tone in his voice. He turned to face the nurse.

"Listen can you tell the doctors that I am willing to pay as much as needed for any treatment, I just….I just want him to be okay…" Spencer's voice started cracking. The nurse again put her hand on his shoulder.

"Of course, and don't worry it's okay to be worried, or sad, or mad, heck even scared, feel free to take a seat anywhere, you can stay as long as need be, I will go inform them." The nurse flashed a smile as she turned around, and walked towards the surgery room. Spencer exhaled deeply, and looked around awkwardly to see that he was completely alone. He slowly walked to a chair which proved to be quite difficult as he had a horrible case of jelly legs at the moment. Once he reached the piece of furniture he slowly sat down, and pulled out a handkerchief, and wiped a bit of sweat that was dripping from her forehead, and then pulled out his phone, and started texting his wife. Before several people clad in suits walked in, after about 7 or 8 suited people were inside the waiting room one more person walked in except he was a little different. He was clad in an all white suit with black trimming, and a black tie, he had cufflinks on his shirt that had the letters "WF,' he had a cleanly shaved head, he seemed to have a permanent scowl on his face, but that wasn't what was alarming about him. He was BIG, and not round, he was easily 6 feet tall probably more, he was also very muscular, he also carried himself as if he was a king or a president, he just had an aura that made him feel important. He walked over to Spencer.

"Mr. Smythe." He offered his hand to shake. Spencer hesitantly reached his hand forward, and took his hand.

"My….pleasure" Smythe said really confused.

"I must apologize I know this is hardly an appropriate time, but what I have to say to you has the utmost importance." The man said in a sophisticated tone.

"I'm sorry, but I don't even know who you are. You need to leave." Spencer spoke shakily trying, and failing miserably to intimidate him.

"Of course where are my manners I am sorry my name is Wilson Fisk," He said in the same sophisticated tone, putting on extra emphasis on his last name.

"Fisk? I've heard that name before." Spencer started to think hard.

"My father was a very…...prominent figure." Wilson says slowly as if trying to find the right words.

"Was your father Bill Fisk by any chance?" Spencer asked racking his memory to remember the name Fisk.

"Unfortunately….but yes he was." Wilson says getting slightly angry at the mention of his father.

"I remember he ran for council years ago, I voted for him as a matter of fact…" Spencer finally remembered.

"That's very nice, but if it's all the same with you what I have to say is very important." Wilson interrupted Spencer.

"Okay…." Spencer slid over so that Wilson could sit down, but he shook his head.

"I'm much more comfortable standing, thank you though." Wilson stated sincerely. Spencer nodded, and motioned for Wilson to continue speaking.

"Thank you." Wilson nodded, and started shuffling his hands more specifically rubbing his cufflink.

"Okay so… It's just that." Wilson stumbelled trying to figure out the right words.

"My father was a very…..intense person." Wilson started Spencer kept his eyes on him listening intently.

"What I mean to say is that my father was a complete asshole, who beat my mother, and me the second didn't go right for him…" Wilson paused to let this information sink in with Spencer before continuing.

"My father cared very much for himself, and only himself, though he liked to put on an act about caring about us. If it were me in the position of your son he would not be where you are right now, he would probably just be at the bar watching the game. So your son is lucky to have you as a father." Wilson put his hand on Spencer's shoulder.

"Umm well thank you, and I'm sorry to hear…"

"Don't worry about it that isn't the point of my story. However, as many bad things as my father was he did teach me an important life lesson, and that was to take things into my own hand."

"What do you mean?"

"After he lost the election I was picked on, that combined with my….certain shape left me as a big target for a bully, well this one particular day I came home, with several bruises, and he was in a bad mood, so when he saw this he picked up his louisville slugger, and took me by the arm, and dragged me outside. He dragged me to the bully's home. When he opened the door my father grabbed him, and threw him outside onto the cement. He handed me the bat, and told me to hit him, to take my revenge, and I did, I took out all my anger, I had to he was yelling at my mother as he had done so often, and I was forced to stare at the wall, and listen to her beg. I took the bat, and smashed it over his head, I protected my mother." Wilson's voice was shaky as he told this story.

"Oh my...why are you telling me this?"

"In lamest terms, do you want to get rid of the man who did this to your son. You know he is somehow in good graces with the police so they won't do anything. I waited for years for my father to receive what he what he deserved, but it never did. So Spencer my question for you is will you take matters into your own hand?"

"I...I can't I'm no match for him look at me."

"Don't use your fists then use that genius intellect of yours, I will provide you with whatever you need."

"What's in it for you?" Wilson smirked.

"Why nobody will be left to stand in my way of achieving my goal of cleansing the filth of the world."

Spencer thought about it before standing up, and offered his hand. Wilson smirked, and took it.

"The Spider-man WILL pay for putting my son in here."


Scott, Kitty, Jean, and Rogue were all watching the news with their eyes wide. It showed pictures of the destruction as well as security footage from the prison.

"Oh my god Peter…." Scott spoke finally finding the ability to say something.

"Do you think that is why he hung up? Like is it true do you think?" Kitty stuttered looking around at the others.

"There is no way Peter said that Shocker was his first real big criminal, why would he team up with him, plus this is Peter we are talking about the dude would give up his life to save a goldfish why would he turn his back to morals." Jean retorted though she herself sounded like she was trying to convince herself that what she was seeing wasn't true.

"Anna what do you think?" Scott asked looking over at Rogue who was sitting motionless as if she was frozen.

"Anna?" Scott tapped her shoulder waking her up from her trance.

"Hmm what no of course not this is Peter with the moral code, and the goldfish and all that stuff." Rogue stuttered, her mind was racing she was scared, she was worried, but mostly confused.

"I don't know he seemed like trouble." A new voice said suddenly startled them. They all turned to see a short kid wearing jeans, and a tank top he had a blonde buzz cut.

"What is your deal Drake?" Scott asked annoyed at his sudden appearance. Bobby had always been a loose cannon, with attitude problems.

"Bobby like what is your deal? Peter hasn't done anything to you, and yet you act like a jerk." kitty stood up, and got into his face she had considered Peter a close friend, and a brother to her at this point. He was the first person she told the full story about what transpired with Lance to, he was the nicest person she had met, and now her mind was a hundred percent positive he could not of teamed up with Shocker."

"My deal?! What about your deals?! Some new kid comes here, and all four of you are all buddy buddy with him, what do you actually know about him huh? Remember the Mystique incident this could be just like that, and yet you are not the little bit suspicious about him, and here is evidence that he can't be trusted, and you all refuse to believe it, because he seems nice. Have you ever wondered why he does what he does. I can guarantee you it is either, because he is a glory hog, or he was trying to get in good graces with the police so that when something like this does happen nobody believes it." Bobby snapped at all of them. Rogue was now livid she opened her mouth to speak, but to everyone's surprise Logan walked into the room.

"That's a nice conspiracy you have there Drake, but you couldn't be more wrong." Logan growled.

"How so do you know something that we don't?" Bobby retorted.

"A lot actually, but yes I do." Logan responded

"Well?..." Bobby asked waiting for Logan to reveal what he knew about Peter.

"Not for me to tell kid, just know that Parker has a reason for being Spider-man, and that he would never do anything that would hurt anyone." Logan said softer than anyone had ever heard him speak. Before anyone asked he walked out of the room what he meant. Everyone returned focus on Bobby who was still looking at the place where Logan was standing seconds ago.

"Hey Jeanie can you possibly locate Peter?" Scott asked turning to Jean

"I mean I still don't really understand how to use my powers fully, but I can try." Jean said, Bobby turned around.

"Wait why? You aren't planning on following him are you?!" Bobby asked slightly annoyed.

"That's the plan" Scott smugly retorted as Jean closed her eyes, and started to focus.

"Are you kidding me? Half the city is looking for him, and Charles wants us to stay hidden, that is the dumbest idea you have ever had Summers." Bobby snapped breaking Jean's focus

"I mean what has this guy done for us? Has he saved any mutants like we do? No. Has he done a danger room exercise with us? No! Again for all we no the guy is a murderer, and yet you won't bat an eyelash…"

"Okay that's it!" Rogue snapped standing up interrupting Bobby's rant, and storming over to Bobby who quivered a little.

"Listen up you little punk, our friend is in need of help, and we are going to give it to him, I don't care how you feel about him, because I think I speak for everyone when I say that none of us actually like you, but if you were in his position we would do the exact same thing. You are without a doubt the biggest piece of shit that I have ever met you think, because you are an X-man now that you are suddenly hot stuff. Now I am not sure why Peter does what he does he hasn't told me the exact story, but at least he is willing to go out of his way to help anyone no matter who they are! You haven't tried talking to him at all, how would you know anything about him?! I was there when Logan picked him up! Literally sleeping in the dirt, but argued that he was okay, because there were people who had it worse. Now we are going to go help him, like he has helped everyone he was physically able to, and if your not onboard that is fine, but don't you dare get in our way or I will take my gloves off slap ya dumb face so hard that there is a handprint on your cheek for a week, and then freeze your feet in place with you own powers. AM I CLEAR!" Rogue finished leaving Bobby terrified, and everyone wide eyed a what they just watched. Rogue cleared her throat, and turned around to face Jean.

"Jean sweetie I'm sorry for distracting you, can you pretty please try to find Peter." Rogue asked sweetly as if nothing had just happened

"Umm yeah on it!" Jean quickly closed her eyes, and started to focus.


"Call me Daredevil."

"Wait...Matt is that you?" Peter asked turning to face the man in the red suit that stood opposite to him.

"Oh so you remember me." Daredevil smirked.

"Yeah of course you helped me out with the Sandman, but umm what's with the new suit? And name?" Peter replied walking closer to Matt.

"I figured that this would be better in the long run than a black under armour shirt, and a scarf. And the name was just kind of given to me." Matt laughed taking off his horned helmet to reveal his face. Peter just smiled.

"It's nice to see you Matt, but what are you here for?" Peter asked

"Well I assume that you are going to go after Shocker am I right?" Matt stated as he already knew what Peter was up to.

"Well yeah I have to." Peter said

"Then you will need some help actually finding him, and you just got your butt whooped so who will need some backup." Matt replied as if it was obvious which in fairness it was.

"Wait Matt no I can't ask that of you this is my mess I have to clean it up myself." Peter begged, as Matt shook his head.

"I wasn't asking for your permission I am telling you that I am happening, now put on that mask, and shut up so that I can find him." Matt said putting his helmet back on, and walked over the ledge of the rooftop, and started listening. Peter sighed, and put his mask back on, and walked over, and stood next to Matt.

"Let me know when you..."


"Found him!" Jean said jumping out of her seat.

"That's great where is he?!" Kitty asked also getting up on her feet.

"He is on the move he is heading over to Hell's Kitchen now, but there is someone with him, I don't know who though, but I can assure you it isn't with Shocker."

"Oh man that is at least two hours away." Scott said slinking down in his seat.

"Darn we will never make it there." Kitty sat down feeling hopeless.

"Ummmmm guys…" Bobby softly spoke.

"What about Kurt?" He offered.

"Oh my god! You are right!" Rogue jumped out of her seat.

"KURT GET IN HERE!" She yelled up the stairs, and with in a second they heard a puff noise, and Kurt was suddenly in the room.

"You yelled?" He asked in his strong german accent

"We need a favor…" Scott filled him in on what they were going to do.

"I mean I can try, but I don't know if I can teleport with all of you, plus probably Peter once we find him." Kurt stutterd

"Come on just try Kurt he really needs help." Jean piped up.

"Okay I will, but I'm just not sure I will be able to." Kurt replied.

"Thank you Kurt I could just kiss ya!" Rogue ran over to him, and carefully, but still tightly hussing him.

"Please don't Anna." Kurt pleaded

"Don't worry I wasn't, just an expression." Rogue laughed, Kurt nervously laughed as well.

"So umm should we like go get into our suits, or should we do this in pajamas?" Kitty jokingly asked.

"Yeah let's go!" Scott said as they all started walking to the locker room where their suits, and Scott's visor were.

"Hey Rogue…..I am sorry about earlier, and though I may be a bit on guard for awhile, you are right I am being unfair to him, and I need to give Peter a chance, just like Johnny, I'm really sorry though." Bobby apologized, Rogue could tell it was genuinely heartfelt, and she felt bad.

"It's okay Bobby, and I am sorry for yelling at ya, I didn't mean some of the stuff I said you had the right intentions in mind, and I didn't see that." Rogue responded.

"You like him don't you?" Bobby asked causing Rogue to blush a little.

"Uhh yeah, yeah I guess you can say that." She blushed a deeper shade of red.

"It was obvious." Bobby laughed

"Anna…" A way too familiar gravelly voice called from behind.

"You guys go on ahead." She turned to face Logan.

"Yes Logan?" She asked slightly nervous due to what they were about to do.

"A word." He motioned his head for her to follow she gulped, and followed Logan through the halls until they reached Xavier's office, and then they walked in.

"Good evening professor." Rogue greeted Charles.

"Good evening to you too Anna." Charles responded.

"So umm what is this about?" She asked.

"Well it's not about you six going to sneak out if that's what you are wondering." Charles smiled at her. Of course how could she forget he was always aware of what they were up to.

"This is about Peter." Logan piped up from the chair in the corner.

"You need to promise us that you won't tell him what we are going to tell you." Charles continued.

"Well that depends on what ya want to tell me." Rogue replied annoyed that there is something that they want to keep from Peter.

"Well as it turns out Logan was friends with Peter's parents." Charles said looking over at Logan.

"They worked for S.H.I.E.L.D, while I was also an agent." Logan explained

"And why do ya want me to keep that a secret exactly?" Rogue was confused now.

"That's not what we want you to keep a secret stripes." Logan growled.

"Indeed it is not, what we are going to tell you is much bigger than that." Xavier spoke up again.

"Well then what is it? And why me?"

"We chose to tell you this, because you seem to be closest to him, however you can tell this to the others as well, just not Peter understood." Xavier answered.

"Well then what is it?" Rogue asked annoyed.

"The Nazi group known as HYDRA had a highly skilled hitman known only as the Taskmaster, I myself don't even know his real identity." Charles started.

"And he was hired by HYDRA to assassinate Peter's parents." Logan finished

"And I'm guessing he succeeded? I'm confused why don't ya want Peter to know this?" Rogue asked even more confused.

"We have reason to believe he is in New York, we just don't know where, or why." Charles started to explain, but it clicked in Rogue's brain.

"And if he were to find out ya think he will hunt down this Taskmaster?" Rogue tried finishing his story.

"Exactly." Logan nodded his head.

"It's not just that Anna, you see from what Logan remembers Taskmaster had an amazing ability, he is able to replicate any fighting style even if he only studied it for a split second. He is a skilled swordsman, and a pinpoint shot, if Peter were to go after him there is little chance he would survive." Charles finished.

"So in other terms you better go get him now, before he has had time to train with me." Logan growled. Rogue just nodded letting this new information fill in her head before walking out of the room, and down to the locker rooms where everyone was ready.

"Hey Anna what's wrong are we in trouble?" Kitty asked.

"No, well not exactly, but kind of I guess, maybe, I don't know." Rogue stuttered

"Rogue?" Jean asked.

"Have I got something to tell you guys."


Peter, and Matt had reached a warehouse on the outskirts of Hell's kitchen.

"You sure this is the place?" Peter asked Matt as they stood on the roof across the street.

"Yes I'm sure I can hear him in there." Matt confirmed

"How many are in there?"

"By my 15 all armed." Matt focused trying to get a map of the area.

"That doesn't sound good for us."

"Nope we need to think of a plan of attack."

Peter though hard to come up with something until the most random idea popped into his head, but it would probably work."

"Have you ever played the Batman Arkham games?" Peter asked before mentally slapping himself.

"I have not….How could I Peter?" Matt asked sarcastically asked pointing to his eyes.

"Yeah yeah I know I just forgot." Peter replied

"Anyway there are these levels in the game where you are stuck in a room with several armed guys, and you have to use air vents, windows, corners, gargoyles, or just high places to stealthily take them all out. How spread out are they?" Peter explained, and then asked.

"Not that spread out, in fact they are all gathered around a table."

"Oh so this is is a deal going down, that makes this harder." Peter looked at the warehouse's roof.

"I do actually see a warehouse stay here DD, I am going to do some recon to see what we can work with." Peter got up, and put his mask on.

"Be careful Pete." Matt said as Peter show a web line, and swung across the street. Peter opened up the air vent, and crawled in. He moved as slowly as he could, and he found an opening in the vent, he grabbed it with both hands.

"Spidey strength don't fail me now," He pushed down on it until the screws popped out of the sockets , and the grate stuck to his hands, he breathed a sigh of relief before pulling the grate up into the vent, and carefully poked his head out to try, and come up with his game plan. Almost immediately he saw Shocker, there really was nothing in this warehouse that will help. He silently cursed, and crawled the way out. He went back to where Matt was.

"Well?" Matt asked.

"Best plan is to wait for them all to fall asleep, and call the cops honestly." Peter said pessimistically.

"That bad huh?"

"Yeah there is just no way the two of us alone can take them all."

"Well good thing it ain't just ya two sugah." A familiar southern accent caught Peter by surprise. He stood up fast to come face to face with the X-men.

"What are you guys doing here?" Peter questioned his voice full of concern.

"We were worried about you." Kitty asked

"Soooo Jean read your mind, located you, and then Kurt here teleported us all two at a time, and now we are here to help you take out Shocker." Scott finished Peter looked at him, and was a little caught off guard by the visor.

"I'm the Daredevil by the way, and you are?" Matt piped up making his presence reknown.

"We are the X-men are you blind?" Bobby said pointing to the "X" on his uniform.

"Actually yes." Matt replied with a smirk.

"No way how many fingers am I holding up" Bobby asked holding up two fingers.

"Two." Matt said annoyed at just how often he got this treatment.

"Ha! I knew it you aren't blind."

"Okay as fun as this is to watch we have a baddie with the dumbest name ever to take on." Peter interrupted.

"That is why we are here." Kurt said smiling

"What are we dealing with Jean?" Scott asked.

"At the moment it is us eight versus thirteen super armed thugs, and Shocker." Peter stated

"So as Logan would put it "Easy mode?" Kitty asked giggling

"Yeah sure whatever, let's just go I have an idea." Peter said rolling his eyes from under the suit.

"Well what is it sugah?"

"Sugar?" Matt looked over to Peter who blushed under his mask.

"Okay so there is a vent on the roof, I already took off the grate, and I found the button that opens the garage door. So I can crawl through that shoot a web bullet at it, that opens the door, and then war breaks loose." Peter explained.

"Are you sure that will work?" Jean asks unsure of the plan.

"It is the only plan we have." Matt says

"Guess that's what we are going with." Scott shrugs his shoulder.

"Okay everyone get into position, the signal will be the door opening." And with that Peter swung over to the roof for a second time, and crawled through the vent again, he got to the opening, and carefully lowered himself on a web string. He located the button aimed, and fired…...bullseye. The garage door started opening, causing everyone to grab a gun, and point at the door Shocker stood up, and putt on his gauntlets.

"Crap" Is all Peter thought as he saw, and heard everyone started shooting at the opening door, until they were all out of ammo. There was a wall of smoke, and silence until a red beam, and ice beam, and a baton flew into the room. The red beam hit the wall, but still caught everyone off guard. The ice beam struck one person's gun, and froze it causing him to throw it down, and grab a pistol. The baton struck the closest person square in the head knocking him out. Peter dropped down.

"Hey boys!" Peter said to gather their attention, and then Matt, and Kitty ran in, Kitty phased through one person leaving them confused, and Matt took advantage by punching them hard in the face, and then sweeping their leg out from under them, and gave him one more punch for good measure. 2 down 11 to go. Shocker charged at Peter.

"I thought I was clear with my message." He said sending a blast at Peter which he was able to dodge this time. By now Scott, Jean, Rogue, and Bobby were all inside the warehouse, and were all going one on one against their own guy, while Kurt teleported between all of them, and gave them a swift kick before teleporting to the next. Matt had his hands tied with two guys, but he was definitely holding his own he dodged both of their punches/kicks, and responded with his own, he blocked one of the guys punches, and sent a kick into the others gut. He grabbed one of their arms, and whipped him into the other knocking them both out. 4 down 9 to go. Jean used her power to predict the person she was fighting's movements, and was able to swiftly send a well placed punch to his face knocking him out when the opportunity opened itself, 5 down 8 more left. Kurt teleported in between three of them, and was able to easily knock them out. 8 down now 5 left. Kitty phased through the floor, and grabbed two guys' legs, and pulled them through the floor with her, now both couldn't use their legs, and she just knocked out both of them. 10 down 3 left. Rogue picked up two, and flew up, she threw one through the table, and the other one into a kick from Scott. One more left, and Bobby just froze him in place. It was just Peter, and Shocker who by now were fighting outside.

Shocker sent two blasts at Peter both of which he dodged. He tried getting close to Shocker, but every time he tried he got hit by a blast. He shot two web lines, and tried to slingshot himself at Shocker, but again got hit by another blast that sent him flying.

"Ow….I can't get close to him…" Peter coughed up some blood. He just stood up before getting hit by another blast, and another, and one more, and yet another one. He was sent flying through a warehouse, and he hit a wall hard. His suit was torn, he was bloody, he felt like he had some broken bones, but most importantly his organs were shredded, or at least it felt like it.

"SPIDEY!" Matt yelled running over before he himself got hit with a blast.

"This is fun Spider thanks for bringing some new playmates you were getting boring." Shocker laughed turning to face the X-men before sending blasts at Kitty, and Bobby. They were both hit, and sent crashing into a wall. Kurt teleported right behind Shocker, and tried to grab him, but Shocker grabbed his arm, and threw him. Kurt teleported right into another blast from Shocker knocking him out. Scott sent a beam, but Shocker used a blast to cancel out Scott's blast, Jean charged Shocker, and as the pattern shows was struck with a blast.

"Jean!" Scott yelled running at Shocker managing to dodge two blasts, as Rogue charged as well. Scott sent a beam at Shocker which he easily dodged, but was hit by a really strong punch from Rogue. Shocker stumbled back, and Scott now took advantage sending a blast his way, this time hitting him sending Shocker into a wall. Rogue tried to throw another punch, but this time Shocker dodged, and sent a kick into her gut. Scott tried to take advantage, by shooting yet another blast, but Shocker dodged, and it hit Rogue.

"Rogue!" Scott screamed in horror, Shocker took advantage, and sent Scott flying with his own blast.

"Man this is easy I haven't broken a sweat I gotta thank the Kingpin if I ever meet him." Shocker cracked his neck. Rogue stumbled to her feet.

"Don't try to stand, a beautiful little thing like you shouldn't have to suffer anymore"

"Thanks for the compliment sugah, but I don't do staying down." Rogue stood up, and took off her jacket, at the same time she had subtlety slid off her glove.

"Oh a southern belle huh? Not what I would have pegged you as, I myself am from the music city, what about you?" Shocker lowered his gauntlets.

"Mississippi…" Rogue said looking for any skin showing on his suit, and found a scratch that had been left there from Scott's blast bingo she thought. She looked over, and saw Peter struggle to get hurt, and felt her face soften she hated seeing Peter like that.

"Oh that's nice…" Shocker started speaking but was surprised when Rogue rushed at him, and put her hand on the scratch on his suit. He felt weaker like his will to stay awake, no alive was draining. His vision blurred, before he was able to aim both gauntlets at her, and shot the biggest blast he has yet. Peter's eyes widened as he watched that Rogue went flying into another abandoned warehouse.

"ANNA!" Peter yelled causing Shocker to turn to face him, and then he messed up, he laughed at Peter. Peter was seeing red, and charged Shocker, he shot a web to clog his gauntlet.

"Oh Spidey that trick doesn't work anymore remember." Shocker laughed, but it was just a distraction, Peter then sent a web onto his eyes blinding him. He tackled Shocker, and sent punch after punch after punch after punch into his face. Shocker in a haste shot a blast, but forgot to unclog his gauntlet, and it blew up on his arm. Shocker screamed in pain, and then Peter sent one last punch to his face knocking him out, but Peter wasn't done, he kept punching him. Peter was bloodthirsty, this was the same darker side of him that was first shown after Green Goblin killed his aunt, he wanted Shocker to suffer for hurting his friends.

"Pete!" Kitty ran over to him, and tackled him. Peter struggled to get up.

"Kitty let go I'm not done"

"Peter it's over he's knocked out cold."

"Not good enough"

"PETER"

"Get off me Kitty."

"Sugah stop it's over." Rogue walked over, and put a hand on his shoulder. Peter looked at her, and then to all his friends who were all looking at him scared.

"I-I-I'm sorry I don't know what got into me." Peter said looking away from them in shame. Rogue now understood why Xavier didn't want Peter to know about the Taskmaster.

"It's okay Peter, you just got a little carried away, tell ya what I will clean up this mess you all best get home." Matt said limping over, and putting a hand on Peter's shoulder. Peter nodded.

"Kurt you able to teleport?" Peter asked worried for his friend

"Yeah I should be I don't see why I couldn't." Kurt responded.


Peter was sitting on Hank's med table the rest of the group had gone to bed as it was really late. There was a TV in the infirmary so Peter turned it on the news was the channel that it was on, and the headline made his heart sink.

"Spider-menace paralyzes billionaire's son."

He left it on to listen to what it was saying, and each word that was said made his heart sink. He hadn't notice he had started crying until Rogue, and kitty walked into the room, and turned off the TV.

"Pete don't listen to that crap." Kitty said putting an arm around him, and hugging him.

"What crap...I hurt him...I failed." Peter cried.

"Now how exactly how did ya fail sugah?" Rogue sat next to him

"He's still alive isn't he?" Kitty asked. Peter nodded.

"Shocker is back behind bars isn't he?" Rogue asked, again Peter nodded again.

"Then how did you fail?" Kitty asked him softly.

"I don't expect you two to know."

"So help us to" Kitty rubbed his back, as he sobbed.

"I-I-I broke m-my promise."

"Sugah what promise?"

"Does this have to do with why ya do what ya do?" Rogue pestered Peter nodded. Peter took a deep breath.

"I can't you both will think I'm a monster."

"I don't know about Anna, but I know I won't"

"I won't either Peter." Peter took another breath.

"When I was 5 my parents die, and I moved in with my Aunt, and Uncle. My uncle, and I were really close, and he always put me before everything, even though we were broke, he still only worried about my happiness, he was the greatest dad, anyone could ask for. In eighth grade, however on a field trip to Oscorp I was bitten by a radioactive spider, giving me these powers. When I discovered my powers I started becoming distant from him, after one night I stayed out late with my friend Ned to goof around with my powers we got into an argument, because I forgot to pick up milk. Anyway a week later I had signed up for a wrestling thing to earn three thousand dollars, and he took me to the library for what he thought was a study meet. He told me the words with great power must come a great responsibility at the time I had no idea what it meant, but I remember storming out of the car I don't even remember why. Anyway I won the wrestling thing easily, an went to get the money…." Peter started choking up now.

"He screwed me over, only gave me a hundred dollars, stated that my need of money wasn't his problem. I was angry I stormed out of his office, and bumped into someone who was there to rob the place, I said it wasn't my problem, and held the door open for him…" Peter looked at their faces prepared to see the hatred or disgust, but instead he was met by sad stares as they waited for him to continue.

"I started to walk off as I couldn't find Uncle Ben, and then I heard a loud shot….I ran over to who was shot….it was him...it was my uncle, the person I let go shot him, because I didn't stop him he killed my uncle…..for his car, that's it….that's it, he didn't deserve it." Peter was now sobbing

"He didn't deserve it...it was my fault…."

"Sugah hey hey hey shhhhhhh you're okay" Rogue carefully hugged him making sure no skin touched. Kitty held him tighter.

"I promised nobody else…..not if I could stop it...no one else, and I failed." a few minutes later Peter had calmed down.

"Peter he would be proud of you, just like your aunt." Kitty said softly. Rogue nodded her head in agreement.

"Indeed he would, as am I," Xavier wheeled into the room catching them all by surprise.

"Man I need to get a checkup on my spider sense it never seems to work anymore." Peter made an attempt at a joke. Charles chuckled.

"Now you two girls go to bed I need to talk to Peter, and why I got a call saying Peter was missing from his last 5 periods today…" Peter gulped, and the two girls laughed and walked off.

"Good night Peter/Sugah" They said in unison.

"You see I can explain" Peter started.


"Why am I not shocked to see you failed, and wind up back here?" A bodiless voice caught Herman by surprise, he got off his cot, and walked over to the bars of his cell.

"Who are you?" Herman winced as he spoke holding his jaw as he was sure Spider-man had broken it.

"I am the Kingpin himself." Fisk stepped out of the shadows, causing Herman to cower in fear.

"Are you going to hurt me?"

"No….I'm going to kill me you better have a good excuse or else…"

"I'M SORRY! Look The spider brought some super powered pals."

"Really?"

"Yeah one of his friends touched me, and like it felt like she was actually draining my life. Until of course I still managed to send her flying, but that sent the web head over the edge."

"Interesting….very interesting, tell me did you happen to get a name?"

"Yes actually she responded both to Rogue, and Anna, you can't miss her she has a very distinct southern accent."

"Why thanks for the information perhaps you will still live."

"Thank you sir thank you so much."

"Although you might want to not want to be such a tattletale lest you become a vermin…" and with that Fisk walked back into the shadows leaving Herman alone and in pain again.

Chapter 5: On the hunt.