A/N: hey everyone I'm back! I managed to move to my dad's and away from my crazy mother. I ended up retreating to my cousins for awhile till I moved with my dad because my mom really scared me. She ended up having a really bad bi polar episode and started throwing things and trashing her room. She has had tons of tantrums before but was never violent like that.

Sorry the chapter came so late but I tried writing earlier this month but I didn't like how I had written things and completely started the chapter over.

Anyways thanks to all who reviewed, favorited or followed

I do not own X-Men evolution or Spider-Man

Guardian Ororo Chapter 7

On the ride back on the X-Jet was very quiet, except for a few hushed conversations. Everyone was exhausted from the battle, so that was a major factor to the quietness. Not only that, but they didn't want to disturb Peter, who was in obvious distress, more so than the others. Of course they all wanted to ask about him being Spider-Man, but knew it wasn't the right time to do so.

Kitty glanced worriedly at Peter, before whispering to Rogue, who sat beside her. "Like, do you think he'll be okay?" Peter was currently clinging to Ororo, like a security blanket. He wasn't crying at the moment, but he had red puffy eyes from crying earlier. Ororo did what she could to comfort him, like rubbing circles on his back or running a comforting hand in his hair. Rogue didn't answer her and seemed to be lost in her own thoughts. "Rogue?" Kitty tapped her shoulder lightly causing the girl to jump in surprise.

"W-What do you want Kitty?" She snapped, but immediately regretted it. She lowered her voice apologizing to the brunette. "I'm sorry Kitty. I didn't mean to snap at ya. I'm just feeling a bit on edge right now." Rogue couldn't stop thinking about the memories she had got, from touching Peter. It just wasn't something you could brush over and be completely fine afterwards. She suddenly felt ill again but she didn't think Kitty would of appreciate being vomited on, so she fought the urge. Kitty of course could have phased through it, but most likely she wouldn't of had enough reaction time. The sick feeling soon came to a pass.

"It's fine. I think were all a little on edge from what happened this weekend. I was just asking if you thought Peter will be okay?" Rogue looked downcast at the mention of Peter's name. Memories flashed into her head making her almost gag at the thought. She hoped this was all some nightmare she hasn't woken up from yet, but that was just wishful thinking. She looked briefly at Peter before answering Kitty's question.

"I…honestly I'm not sure anyone has an answer for that, not even Peter himself." If it was just this one incident, she could see him being okay soon, but combined with all the other issues he was dealing with, it might be a while till he recovers. "But however long it takes for him to be okay, we'll be there to help him with it." Because he really is going to need all the support he can get. Part of her worried Peter will never recover from all the trauma he's endured over the years. She shook her head. No, Peter will get better. Its just a matter of when he will get better.

"Hey you just rhymed." Rogue shot her a look that said 'really'. She mouthed back a 'sorry'. "Anyways, I believe your right about Peter. Lets do our best to help him, no matter what!" Kitty Proclaimed. She really did mean it. Whatever Peter was dealing with, he has everyone at the mansion to turn to, if he needed any help.

Peter couldn't could hardly relax. His mind was racing a mile a minute. He couldn't remember what happened while he was brainwashed, but none of it could have been any good. Thankfully no one seemed to be majorly hurt while he was under Mesmero's control. He was more worried about the fact he stole. He may have been brainwashed, but the people didn't know that. He worked so hard to get the few people who liked him to like him, but how will the people trust him now? Not only that, but his identity as Spider-Man was exposed to the X-Men, but that Mesmero guy too.

At first he kept his identity secret to keep his aunt May safe from bad guys, but that didn't matter, because she died eventually anyways. To be honest, he wasn't that good at keeping secrets in the first place, as Ned found out, because he was being careless. But he never thought they would find out this soon! Would they keep him from patrolling? Would they be angry for him keeping it a secret in the first place? Would they kick him out? Would this Mesmero guy use his identity against him? He had so many questions, but no answers to them.

"Peter…" Ororo broke him out of his thoughts. "Your hurting me bud." Sure enough, he was squeezing her arm a little too much and let go, as if he was just burned. Sometimes having super strength sucks.

"S-Sorry I didn't realize… I didn't mean too." Despite not being brainwashed anymore, he is still managing to hurt people he cares about. "I'll just go…" Peter tried to get up to move to an empty seat, but was stopped by her.

"Hey, I know you didn't mean it Pete. I'm okay and you don't have to move seats. Your more then welcome to stay here." She reassured him she was completely fine.

To tell the truth he didn't really want to move and so he stayed, but kept his hands in his lap. "O-Okay if that's alright."

"Of course it is Pete. And if you need to, you can hold on to me if that makes you feel better." She offered. Evan used to do this all the time with her when he was younger, but now that he was a teenager, he rarely does so anymore .

"But what if I…" Peter was shaking. He felt some tears fight to come out, but he was tired of crying, so he fought it.

Knowing what he was getting at, she spoke giving him her brightest smile. "As I said that was an accident, no harm done." After hesitating a few seconds, he gave in and leaned into her embrace.

He felt a bit better. "D-Don't… ever leave me." He whimpered. Like his parents left, like Ben and May left.

"I promise you, I'm not going any where." She said confidently, brushing his hair out of his face. Ororo looked at Peter lovingly. This definitely felt different than with Evan her nephew. She of course loved her nephew a lot, but with Peter, she was really starting to view him as her child. She's glad she met such a wonderful boy as Peter, but wished it was under better circumstances. She didn't know how long she sat there thinking, but the next time she looked back at Peter, he was sound asleep.

The following Monday everyone got the day off from school. The adults figured the students needed a days rest, especially those who were brainwashed during the whole fiasco.

Peter was currently in professor Xavier's office. He felt incredibly nervous.

The adults wanted to speak with him, which he assumed had to do with the fact he was Spider-Man . He delayed it as much as he could, by eating his breakfast as slow as he could, but that could only delay so much. While he was in the kitchen, he could barley look anyone in the eye. He felt so guilty about everything he'd done, but they all acted like everything was normal.

Ororo, Xavier, Hank and Logan (surprisingly) were in the office with him.

"So Peter, we just want to start off with your in no way in trouble from when you were brainwashed." Ororo told him giving him a comforting glance.

"B-But I stole stuff. Even if I'm not in trouble with you guys, I still committed a crime. People will hate me even more now and they have proof I'm a criminal." Peter shot back feeling crushed. He wanted to be a superhero, but it seemed that ship had long sailed.

" That may be, but we took care of that." The professor said. "I changed the memories of whoever saw you guys committing the crimes and Hank here took care of any video evidence of you guys out there. What happened wasn't your guys fault and you shouldn't be punished for something out of your control."

"… um thank you professor." That wasn't what he was expecting to hear, but was glad nevertheless. Now he doesn't have to hear J. J. Jameson talk about this, saying something like `I told you he was a criminal.'

"Your welcome. Now regarding you being Spider-man…" The professor started but was interrupted by Peter.

"A-Are you guys going to stop me from being Spider-Man?" Peter got straight to the point. If they say yes, he probably will start crying.

"Now, why would we do that bub?" Logan replied.

Peter turned his head in confusion. "But I didn't tell you guys who I was… I thought you would be angry."

"Peter no… we're not going to take Spider-Man away from you. Sure we would of liked for you to trust us more, but we aren't mad." Ororo said. "Honestly I think that would do more harm than good." If they were to take his suit, he would end up sneaking out and they wouldn't know if he was okay or not. This way they can at least keep a good eye on him, in case he gets injured or needs backup.

"But there's going to be rules though. We can't just let you do whatever you want." Hank announced. "We discussed it together and the first rule is to be home by ten on week days and eleven on weekends. I know you probably want to stay out later, but teenagers need their sleep." Peter hated being called a teenager, but he definitely needs more sleep. Whether he can get more sleep is harder said than done. "And I know patrolling is important to you, but we'd also would like you to have at least one day a week that you stay home and rest." Peter is only one person and if he patrolled everyday of the week without a break, like a candle, he'll burn himself out, even with all his enhancements.

"I-I see." He wanted to be able to patrol later, but he was grateful, that they were letting him go out at all.

"Second rule, is you must have your homework finished before you go patrolling." Ororo added. "Oh and just to be clear, if you break any of these rules we can and will ground you from patrolling." She gave him a look saying she was serious about it.

"Yes… I understand and hypothetically, if I do mess up how long will I be grounded for?" He imagined May would of done the exact same thing if she ever found out his identity. He'll try to follow these rules, but he knew at some point, he will end up breaking the rules. The universe was just against him for some reason.

"That depends on how bad you break the rules. The worse it is, the more days you'll be grounded." She supplied. "If you follow the rules, you won't have to worry about it."

"Third, you must go to consoling once a week. Its obvious that you need help that we can't give you here. If your state of mind isn't okay, then more likely you'll make mistakes, which can lead to injury or even death." The professor said solemnly.

"O-Okay. Ororo was talking about getting me one recently anyways." He said, but started to panic, as he thought of something. "But what about me being Spider-Man? I can't just tell her my secret identity!"

"Her name is Elizabeth Drake and she works with mutants all the time. Don't worry she doesn't know your Spider-Man. She just thinks you're a mutant, but if you so choose to disclose that information with her, go ahead. She was Scott's therapist, when he thought his brother had died and she was mine when I lost the use of my legs many years ago. Everything you say will be completely confidential unless its life threatening." Xavier explained.

"Oh then I guess I'm okay with that." He could understand Scott, but was a bit surprised about the professor needing a therapist, as he looks so well put together. But now that he thought about it, anyone who lost the use of their legs would need some sort of therapy.

"Forth, you must eat properly, especially given you have a higher metabolism than normal bub." Logan piped up. "If you don't eat well, that will effect your fighting. If your not at your best, it will only be a matter of time before you get hurt and you don't have my kind of healing abilities to fall back on."

"I actually do have some accelerated healing, but your correct that I don't have your kind of healing." Peter told them.

"That's sounds very helpful." Hank said. And finally we need an upgraded suit for when you patrol. The suit you had before was okay, but we'd feel better if we would be able to communicate with you through the suit if needed. "Firstly we need to test your abilities in the danger room, so we can come up with the best possible suit for you and your welcome to help make it."

"Wait really? But I don't have the money for…" The idea of making a high tech suit excited him, but there was no way he could afford the parts. Heck, anything he made was out of stuff he scavenged from the garbage.

"The cost is covered for. Not one student here paid for their outfit to be made." Xavier informed him. "And you don't have to, but we would love to have you join the X-Men, if your willing."

"I can join?" He was so worried about other things, the thought of joining their group never even crossed his mind.

"Of course Peter. Everyone here would love to have you join and be apart of the team, but if its too much on top of your patrolling, I would understand." Ororo said reassuringly.

"Er… well maybe part time for now?" He didn't mind helping the X-Men on missions, but he still had a duty to protect the little guys, even if people hated him.

" That's completely fine. Now I scheduled your therapy for Thursdays after school. She'll come here to the mansion where you'll have your therapy sessions." Xavier supplied. "I'll show you the room where you'll be having them later."

"Oh. She sounds like she's a good therapist." He honesty wasn't looking forward to seeing a therapist, but he made a promise to May he'd try to get better.

"She is. I even saw her a few times recently myself." Ororo told Peter. Losing May had been hard on everyone and even she felt low at times, from losing her best friend. Peter suddenly felt bad. Ororo was herself was still dealing with the death of his aunt, but she has to concentrate on him all the time, because he is such a mess. Why? Why couldn't he be fine, so that she doesn't have to bend over backwards for him? Sensing his distress Ororo put a comforting hand on his shoulder. "Hey, you shouldn't feel guilty okay? Your in no way a burden to me, you got that?" Peter nodded.

After a few moments of silence, Hank broke it. "So, before we go to the danger room, if your up to it, I'd like for you to go over what can you do and how you got your powers."

"Um about how I got my powers I actually got bit by a spider…" He got a few raised eyebrows at that. "I have super strength, I can stick to walls and I have something I call spider sense. Oh and my senses are also dialed to eleven." Peter quickly named off his abilities.

"How do you get powers from a spider bite bub? Did ya tick off charlottes web or something?" Logan said dryly.

"I-It was a radioactive spider. I got super sick, thought I was going to die or something, but then I got better the next day. Afterwards discovered I had powers and didn't need my glasses anymore." He told them. He wasn't used to his strength yet and accidently ripped off his bedroom door. He hated explaining that to his aunt. He had to have a blanket over his door way until they got it fixed.

"Wait! I remember May calling me one night crying about how sick you were and she was going to take you to the hospital if you weren't better by morning, but then you miraculously got better the next day." Ororo replied as it was clicking the pieces together. "Wait, how did you even get near a radioactive spider in the first place?"

"A field trip at Oscorp …" He whispered so quietly, that no one but Logan heard it.

"Oscorp!" Logan growled out. "Figures they'd be doing shady shit like that." Everyone else also got angry at the mention of Oscorp.

"How irresponsible! Endangering peoples lives, they shouldn't even be…" Ororo said in anger. If Norman Osborn walked into the room, he would have been barbeque.

"That is a serious matter. You could have easily died instead of given powers. And you're the only one we know of so far that has been affected." Their very well could have been others affected by their carelessness. " So from now on I think we should start keeping an eye on Oscorp." The professor announced which the other adults agreed wholeheartedly that Oscorp needed to be watched.

"How about your webbing and sticking to walls?" Hank continued and Peter didn't mind the change of subject.

"Made it myself… err not organically. I made these devices called web shooters, which shoots out the webs whenever I need it." Peter said showing them the devices under his hoodie. Even though he wasn't in his suit he wanted to at least have his web shooters on him in case something happens at the mansion again. "The sticking to walls is all me." He demonstrated by touching the palm of his hand on a stapler that was sitting on the professor's desk. The stapler stuck to his hand, despite him not holding the object around his fingers, then he started shaking his hand, but the stapler didn't fall.

"Interesting, I'm very impressed that you made that device yourself." Peter is so smart Hank thought he very well could be even be smarter than him. "And can you explain what you meant by spider sense?"

"It tells me whenever danger is nearby, it gives me enough time to get out of the way. I find it super handy." Peter informed them. Without his spider sense, he would have had a lot more injuries, possibly even fatal ones.

"That explains why how easily you dodged Evan's spikes." Ororo mentioned. She grew a small smile. If he has this danger sense then that means potentially less injuries she has to worry about. "And you also said your senses were dialed to eleven?"

"Yeah. Sometimes it gets too bright or too loud and I get a sensory overload." Peter said remembering the few times he had them. Was not fun at all.

"I'm sure you and Hank will be able to create something in the lab, for times when you have sensory overloads." The professor spoke.

"We sure can and that's all the info I need right now. Do you think you can handle testing in the danger room or would you like to have a rest?" Hank gave him the choice. After all he will be going back to school the following day. They had actually given him(Jean and Kurt as well) an offer to stay out of school for longer since they were the ones brainwashed, but he told them no, as he already missed enough school. Jean also said no as she didn't want to miss any more school either. Surprisingly Kurt said no too even though he wanted to, but didn't want a huge pile of homework to deal with.

"I… I can handle it." The faster he gets this over with, the sooner he can start patrolling again and besides he did get a little bit more sleep last night then normal, all thanks to Ororo. He probably wouldn't of had any if it wasn't for her.

"Ok. Just remember if at any point you want to stop, say something." Ororo reminded him and he nodded.

Inside the danger room

Peter got into his suit which was only slightly damaged and got started with their tests. "So what do you want me to do?" He asked.

"See this machine over there?" Hank said showing him special machine that added however much weight they wanted to it. "Just stand under it and lift it with your hands. We'll be adding weight as we go, but please say something if it gets to heavy. We don't want you to hurt yourself."

"Got it." Peter stood under the machine like he was told. The machine made a noise as it came to life. He barely noticed it being heavier. "How much is it at? It feels light as a feather."

"It's currently at 300lbs. Do you know what's the heaviest you lifted before?"

"Not really. But I once caught a car before which wasn't that heavy for me. Someone actually recorded it and put it on YouTube."

The machine started to get around twelve tons before it started to get really heavy for him. "Okay, its starting to get heavy." He said.

"Oh my god Peter!" Ororo looked flabbergasted as the rest of them.

"What? Is something wrong?" Peter asked confused.

"That was twelve tons!"

"Incredible Peter! I myself can only lift about two thousand pounds." Hank was impressed.

"Oh wow. I had know idea that I could lift that much." How could he? He couldn't just go to the nearest Walmart and buy a twelve ton dumbbell.

"Under certain conditions, I bet you could lift even more." Hank speculated. And this wasn't Peter at 100% too. "Okay, lets have you go through a simulator and we can test your other abilities with that. We'll be up there watching." He pointed to a room on the ceiling. The adults left the danger room and appeared in the room above him watching.

The simulator started and found himself to be in some kind of abandoned factory? Peter then felt his Spider-Man sense tingle. Without even looking he backfilled away. Upon landing, he saw a robot that looked like the one in the Jetson's, minus the maid outfit. The robot turned around and lunged at Peter again who easily dodged it. Noticing that its attacks weren't working, it changed it's strategy. Instead of brute force, its eyes glowed and started shooting lasers at him. Not one managed to get a hit on him before he closed on the robot and smacked it, parts flying. For good measure Peter webbed the robot so it couldn't get back up.

"Very good Peter." The professor said. "We'll be cranking up the difficulty every round. And remember you can stop anytime. "

For the next half an hour, they through challenge after challenge at him which he passed with flying colors. They then announced they were done for the day and was coming back down.

"I have to say you did quite well Peter. Glad to have you on the team, even if its partially." The professor said genuinely.

"That being said. I think you could use some training." Logan said bluntly.

"Training? But the professor just said…" Peter said.

"You did do great bub, there's no denying that. But I noticed you rely to much on your spider sense when you fight. Sure it helps you in a fight, but against tougher opponents, it just might not cut it. Also have you fought with a team before?" He asked. He didn't think so but wanted to make sure.

"Not really." Peter said back to him. He only fought minor criminals except for Dr. Octopus who he had help with at the end from Iron Man. He ended up saying something stupid and running away from the superhero in embarrassment.

"Thought so. How about you start going to the danger room sessions with everyone? That way you can get used to fighting with a team. I know your only part time, but that still means you'll be working on a team."

"O-okay." He said nervously. He was starting to get used to everyone so maybe it wont be bad.

"Your not required to come every time though, since your only part time. Also we'll help you train with some martial arts." Ororo stated. They shown some martial arts to all the kids. To help defend themselves, because you cant always rely on your powers.

"Whenever you have some free time, we'll get started on your new suit. In the meantime get some rest okay, you earned it." Hank said patting the boy on the back. He tensed a bit, but quickly hid it.

No one but Logan had seen the boy tense up. Logan gave Peter a look before they all went their separate ways.

Later that night

Peter decided to text Ned, because while they didn't have a argument, they still left each other on awkward terms. He sent a simple hi. He got a text back right away.

Ned: Hey. R u mad at me? Sorry what happened the other day. Forgive me :(

Peter: I'm not mad it was an accident so there's nothing to apologize for. I thought you'd be angry at me getting all emotional when we we're supposed to be having fun.

Ned: Ok good cuz I'd had hate for us to be on bad terms and I'm not mad at you either, its understandable your going through a lot. Hey is everything okay tho?

Ned: well besides the obvious stuff

Peter: yeah why?

Ned: its just Ororo contacted me the other day asking if I had any idea where you were. It really made me worry if something happened during your 'walks' you do at night.

Peter: oh yeah… I kinda got brainwashed that's why I haven't tried to contact you sooner

Ned: dude what? Did I just read that right!?

Peter: yeah and because of that everyone at the mansion knows I'm Spider-Monkey

Peter: * Spider-Man sorry. Darn spell check. What the hell is a Spider-Monkey anyway?

Ned: I think there was a spider monkey on the show ben ten but like what? Dude! Is it okay if I call you? Because that sounds much easier to talk about over the phone then through texts.

Peter: you can

Soon enough his phone started ringing which he set it to play the star wars theme whenever he gets any calls. Peter clicked on the answer button.

"What do you mean you were brainwashed? What happened?" Ned's voice yelled making Peter cringe about how loud it was.

"Dude inside voice please. Enhanced hearing remember? " Peter complained.

"Oh sorry."

"Anyways, I woke up a few hours after midnight and got this weird feeling. I walked a bit until I saw Jean in the entryway."

"What was she doing there? Ned asked confused.

"I didn't know it at the time but she was brainwashed. My spider sense went haywire then I blacked out."

"Oh gods, you and Jean were both brainwashed?"

"And Kurt too."

"Why were you guys brainwashed? And how did they find out your secret identity?"

Peter signed. "We don't know for sure but they had us steal some rings for him. And they put two and two together, after they noticed me missing and Spider-Man, not my civilian self, was with Jean."

"Dude that sucks. But man, it must feel great not to keeping a huge secret like that in huh?"

"Yeah, I guess it does."

"But wait, if you stole some stuff, wouldn't have that been on the news?" Ned said.

"The professor and Hank took care of that." Peter explained.

"That's good and I'm glad your not brainwashed anymore. I mean who else would I watch Star Wars with? I mean MJ's not really into the whole Star Wars thing."

"Blasphemy!" Peter faked cried.

"I know right? Not liking Star Wars should be illegal." Ned said chuckling.

The boys talked for a long while, until Ned's mom called him from the living room.

"Hey man, I got to go, but we'll talk again soon okay?"

"No problem. Yeah talk to you later, bye Ned." Peter felt great. One of the things that was looming over his head, was what happened on the night Ned came over. He was relieved that everything was back to normal or at least more normal that it has been for awhile. He was about to lay down on his bed when he heard a knock on his door. Peter got up and opened the door revealing Kitty, who looked nervous.

"Um hi Peter… I just wanted to say hello." Kitty eyes widened. "Oh I guess I did that already. Sometimes I feel like a dumb blonde or something." She smacked her head in a playful way.

"Hey its alright, no harm done. Err thanks for checking in on me Kitty." Peter then noticed something in her hand and asked curiously. "What you got there?"

"This?" She forgot she even had the plush in her hand." I won it for you at the carnival. Its an Iron Man plush, because I remember you saying he was your favorite." She held it up for him to see.

"He is. Thank you Kitty." Peter took the plush from her and smiled.

"I um… also wanted to see how you were doing." Kitty admitted to him blushing.

"I'm fin-" Peter stopped himself, as he would be lying if he said he was fine" I could be better honestly, but I am feeling a little bit better right now. I even got to talk with my friend Ned and the plush was a nice surprise." He had no idea why he decided to tell her the truth. The only other person he wouldn't have lied to was Ororo.

Kitty nodded in understanding. "I'm glad your doing better. If you ever need someone to talk to I'm all ears. I may not be the best with this type of stuff, but I'm a good listener."

"Um thank you Kitty, I'll keep that in mind."

"Well uh, have a good night Peter."

"Goodnight."

The next day

After eating a quick breakfast, Peter sought out Hank before he needed head out for school. The man was reading a newspaper in the lounge. "I was thinking we could start working on the suit after school today." He said excitedly.

"Just make sure you have your homework finished, then I don't see why not." Hank told him.

"Peter? There you are. Jean's about to leave in a few minutes, so you don't want to miss your ride. Do you have everything ready for school?" Ororo asked coming into the room.

"Oh yeah, I even have the lunch you packed for me."

"Good. Have a good day Peter."

"I'll try."

School was mostly uneventful until lunch time came around. Peter who was about to put a textbook into his locker, he noticed a slip of paper tucked into it. Pulling it out he read 'I need to talk to you about something, please meet me outside by the bleachers- Jean p.s. my phone didn't charge last night so that's why I wrote a note.

Peter felt confused, but started to head outside towards the bleachers after grabbing his bagged lunch Ororo made for him. In his confusion he dropped the note a few feet from his locker. I wonder what she wants to talk about, but if her phone was dead, why couldn't she use Scott's phone or something to text him?

Upon reaching the bleachers outside he saw nobody in sight. Suddenly he felt very uneasy about this. Sure Jean could be late, but that sure wasn't like her to be late, especially to something she set up herself. After a few minutes go by, he decided to go back inside and see if he could find Jean, but then his spider sense went off.

Approaching him was Duncan and his gang of stupid jocks. Peter frowned, so this is why he felt so uneasy. It wasn't Jean who wrote to him, but Duncan! "W-What do you guys want?" Peter said trying to sound normal, but his voice failed him, as he stuttered.

"What do I want?" Duncan barked glaring at Peter. "I want you to stop hanging around my girl." The boy cracked his knuckles in a threatening way.

"Y-Your girl? Who are you talking about?" Peter said backing up until he hit the wall under the bleachers. The bullys completely surrounded him, blocking his path so he couldn't get away. He couldn't use his powers to escape without revealing himself, so he was stuck. He was starting to get a minor headache from his spider sense going off constantly.

His questioned seemed to make the blonde angry. "Jean!" He bellowed. "And your going to stay away from her." Are you kidding me? All this because this guy is jealous? Suddenly his lunch was taken from his hands.

"You better do what Duncan says." The boy taunted jiggling his bagged lunch." You wouldn't like him when he's angry." One of his lackeys said. One, that fits the hulk better. Two, I already don't like him. The boy looked inside his lunch. "A juice box? What are you fucking five?" He laughed.

"S-She can hang out with whoever she wants! You don't own her and g-give me my lunch back." Duncan's face grew red. If this was a cartoon, Peter imagined steam would be shooting out of his ears.

"You better listen punk!" Duncan shoved him against the wall pinning him. "You better do what I say or you'll regret it big time!"

Peter gasped and suddenly, Duncan wasn't in front of him pinning him against the wall, but Skip was instead. He closed his eyes tight and whimpered. "G-Get off S-Skip, please s-stop."

Duncan and his buddies looked confused, but then he got aggressive again. One arm still pinned him against the wall, while the other one was raised up ready to punch Peter any second. "Skip? You calling me a dog punk?!" Peter started to sob uncontrollably. His legs gave out from underneath him and Duncan let go of him not wanting to support him up. Peter slid to the ground. "Pathetic, lets go guys. I'm sure he'll think twice now about hanging with my girl." He cackled.

"For sure! Never seen someone cry so fast. I'm surprised that loser didn't wet himself." One of his buddies quipped back.

Peter curled up into a ball and started to rock back and fourth. All he could think about was skip. His breaths came fewer and fewer, as he could barely breath.

Meanwhile with Kitty

Kitty frowned. Lunch was already half over and Peter still hasn't shown up. "Have any of you guys seen Peter? I tried messaging him, but didn't get an answer." Everyone shook their heads no. "Okay, I'm going to look for him." He seemed okay last night when she talked to him and the few classes she been in with him. Did Peter come back to school to soon?

"I'll check the bathrooms." Scott said getting up and leaving the cafeteria. He was pretty much done eating anyways, but he too was worried for Peter.

"I'll stay here in case he shows up." Kurt said taking a bite of his burger. It was a good idea for someone to stay behind just in case Peter came. Didn't want him to be confused to where everyone was at.

"Do you know where his locker is Kitty? Maybe we could start there." Jean suggested.

"Yeah I do. Lets go." Kitty, Rogue and Jean left to look for Peter starting by his locker.

Jean noticed a paper on the ground and went to quickly recycle it as she hated littering, but then saw her name on it. She read it and was bewildered. "What? I didn't… guys read this!" She said urgently.

Kitty took the paper from Jean's hands and Rogue read over her shoulder. "I'm guessing you didn't write this Jean? If the he brotherhood is messing with him again…" Rogue was getting pissed.

"No I did not and I find it unlikely, I saw them in the cafeteria since lunch started. And neither I or Peter would skip class just to meet up somewhere. So this has to be during lunch" Jean replied. "Lets go towards the bleachers. I'll text Scott on the way."

The three girls hurried outside to the bleachers to a hyperventilating Peter who looked like he could pass out soon. He was muttering 'no, Skip' and the like in between breaths. Hearing the name Skip make Rogue's blood go cold.

"Oh no, Peter!" Kitty cried. She went to try to comfort him like her parent's would do for her when she's upset , but an arm grabbed her before she could do so.

"Don't touch him, trust me. I know you want to comfort him, but touching him will just make it worse." Rogue explained without telling them the details. She wanted to say something, but held her tongue as this wasn't her story to share. She was looking for an opportunity to tell him that she knows about his past, but she hadn't mustered up the courage to. But it looks like she'll have to wait a little longer.

"How do you… oh right you touched him the other day." Kitty frowned. What exactly does Rogue know and why does he not want to be touched? She felt even more worried about Peter. She looked at the boy, who was curled up in a ball shaking, saying things that didn't make sense to her. She wasn't even sure, if he knew they were there.

"Its better not to touch a person during a panic attack anyways, at least until you can get permission from them." Jean added. Plus if you happen to surprise someone with super strength, that can end up very badly. "Peter, can you hear me?" Jean bent down in front of the boy slowly, making sure not to startle him. "You don't have to say anything, just nod if you can hear me." Peter let out another sob, but slowly nodded. "That's great. Now I want you to follow my breathing. In and out. In and out." Jean demonstrated by inhaling and exhaling slowly. Peter eventually followed suit.

Since Jean seemed to know what to do with Peter, Kitty announced. "I'll go find a teacher." If she couldn't be there for him here, then the next best thing was to find an adult. Peter was in no condition to continue the day at school and wondered what exactly could of caused such a bad reaction? She went to the science room where Mr. Connors was finishing up his lunch.

The man was surprised to see a student barge into his classroom and was about to say no running, but then saw the look on her face. "What happened?" He said very serious.

"I-Its Peter sir. I don't know what happened, but he's in a bad way right now." Kitty told him, her voice cracking. She felt on the verge of crying after seeing Peter like that.

Mr. Connors got up quickly leaving the rest of his lunch abandoned. "Where is he?"

"Next to the bleachers outside." They both ran to where Peter was. During her absence Scott had arrived from Jean's text, telling him where they were. The three of them sat next to Peter, but far away enough that they weren't touching. Peter was no longer breathing hard like before, but he was still crying.

"Do you guys know what's going on?" Mr. Connors asked the students.

"Not exactly. But we found this note. It seems someone claiming to be me, lured Peter over here." Jean handed him the note.

He read the note. "This is serious. Did you guys call his guardian?" There was absolutely no way this boy would be able to concentrate at school and needed to go home to recuperate.

"Yes, I called Ororo. She's on her way to pick him up now." Scott supplied.

"Peter, its me Mr. Conners. Can you tell me what happened?" But Peter didn't say anything, instead let out a whimper. "Its okay, you don't have to answer right now. Lunch is about over, but your welcome to stay with him until he goes home. I'll write you all notes explaining why your late." Everyone nodded appreciating him letting them stay.

Soon enough Ororo made it to school. She walked fast to where Peter and the rest of them were. "Oh, Peter." She cried. "Lets get you home. Can you walk okay?" Peter gave a silent nod, before slowly getting up to follow Ororo, to her car.

Kitty and the rest of them was about to head to their next classes, when Kurt and Amanda approached them. "Guys! Amanda and I just overheard Duncan and his gang bragging about messing with Peter. Is he alright?"

"What? Duncan did this?" Jean fumed. "Why?"

"That jerk! Should of known he'd do this." Scott shouted. "Whatever Duncan did, it affected Peter badly. Ororo just picked him up and is bringing him back to the mansion."

"Yeah, they were definitely talking about Peter. About how the punk deserved everything he got for hanging out with his girl." Amanda told them.

"Wait a minute? Are you telling me he did this, to Peter, all because of me? That's it! I am so done with him." Jean declared. She knew deep down, he wasn't a great guy but didn't want to admit it. She wanted to believe the best in everyone, but this was going way to far.

"Lets tell principal Kelly about this. This is not okay at all. You guys go ahead to the principals office. I'm going to find Duncan and bring him there." Mr. Connors said. This whole thing was making his blood boil.

Minutes pass and Duncan came into the office with Mr. Connors. Principal Kelly immediately spoke. "So everyone here says you bullied Peter Parker into a panic attack. Is this true?" He asked the blonde boy.

"No of course not. I was in the cafeteria eating the whole time. I didn't see Peter." Duncan denied having anything to do with it.

"Lies! I was in the cafeteria the whole time and you only came at the end of lunch." Kurt glared.

"And you were bragging about messing with Peter! Loudly if I must say." Amanda backed him up.

"Lies? You guys must of hit your heads or something, because I was there!" Duncan defended himself.

"Do you have any proof of Duncan harassing that Parker boy?" Principal Kelly asked getting annoyed.

"We found this note saying Peter should meet up with me by the bleachers but I never wrote it." Jean said as Mr. Connors handed the principal the note. Duncan paled at the sight of the note, as the principal read.

"You could be right and someone lead Parker out but this doesn't tell me who did it. You could very well be lying Grey and trying to set up Duncan here."

"What? I would never…" Jean was at a loss of words.

"Unless you have solid proof, we're all done here." The principal shouted.

"What if we like compare the handwriting of the note to Duncan and Jean's writing ?" Rogue suggests.

"That's a really good idea." Kitty seconded the idea.

"Here. This is my school planner." Jean pulled out a small notebook from her pocket. She opened it up and put it next to the note which the principal set down on his desk. Sure enough they were very different. Jean's writing was neat, while the note was pretty sloppy.

"As we can see here, Jean obviously did not write this note." Mr. Connors said. "Duncan? Care to give us something you written on so we can compare?"

Duncan was starting to sweat. "I don't have anything with me. So can we just drop this already?"

"Then we can get something of yours. If you didn't do it, you shouldn't have anything to fear."

"Okay then let me go so I can grab-"

"No I'll go to your classroom and grab your stuff." Mr. Connors objected. They couldn't risk the boy grabbing someone else's papers, claiming they were his handwriting.

"Mr. Connors I don't see why he can't get his own stuff." Principal Kelly said.

"This is a serious matter and we can't have him bring back a paper that is not his handwriting." Mr. Connors said.

"Fine. But don't take to long, but in my opinion, your honestly all overreacting about this whole thing." Everyone in the room, minus Duncan got angry at his words. They knew principal Kelly was difficult, but this was on another level. If Duncan doesn't get punished for this…

Soon Mr. Connors was back with Duncan's backpack. He pulled out a notebook comparing the two items. Just like everyone suspected, the writing was the exact same. "Here, I believe we have our evidence that Duncan did lead Peter out, claiming to be Jean."

"Wait, someone could be trying to frame me!" Duncan screamed. He scrambled through his backpack for another paper, only for a bag lunch to fall out hitting the floor.

"Is that Peters lunch?" Kitty frowned.

"No!" Duncan said a little to fast. "No, its my bag lunch from home."

"I find that a little hard to believe, because we saw you buy school lunch today." Amanda said debunking his words.

"Hey, I was extra hungry today."

"Yet, you came into the cafeteria late." Scott said as he reached for the bag despite Duncan's protests and opened it up. "Definitely Peter's lunch. There's even a note in here from Ororo. She left a note in Peters lunch as a pick me up. "So you can deny it all you want, this isn't your lunch." The students glared heavily at Duncan.

"Three days suspension Duncan." The Principal relented as even he couldn't deny Duncan of his involvement. But that didn't mean he was going to punish him hard.

"You got to be kidding me!" Duncan yelled in raged. "I got a football meet tomorrow."

"I know. But you'll be back in time for the upcoming game."

"Sir if I may, isn't three days to small of a punishment?" Mr. Connors inquired. "He did do something serious to another student and even stole from said student."

"No, I can't have him miss the game coming up, as he's star quarterback."

"But sir …"

"I'm the principal here, not you! So if I say three days, then its three days." Duncan smugly looked at everyone in the room. "Now we're all done here. Out of my office!"

Once they were all out of the office Jean approached Duncan in fury. "I can't believe you'd do such a… a thing! We are through. Don't ever talk to me or Peter or any of my friends again or you'll find yourself regretting it!"

Duncan's smiles vanished. "Whatever. I only liked you for your looks anyways." He then walked away stomping in anger. Jean was taken aback, but quickly regained her composure.

"Sorry about Principal Kelly everyone." There teacher apologized. "I didn't think he would get off so easy."

"Hey without you, Duncan wouldn't have been punished at all." Rogue said.

"Yeah you're the best teacher!" Kitty said while everyone else nodded in agreement.

"Thank you everyone. That means a lot to me. Now let me write you some passes."

With Peter and Ororo

"I'm sorry Peter, that your having such a bad day. Would you like to be alone?" She asked him as she brought him to his room. Peter shook his head no. "Okay. How about I bring out your aunts wedding photos? Would you like to look at them?" Peter shook his head yes. "Okay. I'll be back so quick, you'll hardly notice I'm gone and then we can look at them together." She couldn't remember the last time she had looked at May's and Ben's wedding photos. She smiled at the thought of going down memory lane. She had no idea what's wrong with Peter, that made him so upset, but whatever it may be, he sure wasn't alone.

A/N: not only this is the biggest chapter I written but this is officially the longest story I ever written. Not sure yet but I'll try to get one more chapter out by the end of the year.

Hopefully next chapter Peter will get his upgraded suit when he's doing better and Rogue should have her talk with Peter and the two of them will become closer friends.

Aslo fun fact about the oc i chose Elisabeth from my favorite video game persona 3 and Drake from the uncharted series as Tom Holland is playing a young Nathan Drake.

Until next time.