A/N: Sorry everyone for the long wait. I don't really have an excuse but I just didn't feel like writing and then before I knew it months had passed. Recently someone pm'd me asking how I was which was the final push for me to get writing again. I plan on writing chapter 9 this month so chapter 9 Should be posted around two to three weeks from now. Anyways hope you guys enjoy this chapter.

Thanks for all the reviews favs and follows

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

CHAPTER WARNING: I know I mentioned before in earlier chapters about Skip/sexual abuse but this chapter in particular has a lot of heavily implied rape/sexual abuse.

Guardian Ororo Chapter 8

Peter didn't talk at all when Ororo showed him his aunt and uncles wedding photos. Not that she expected him to talk, but she was fine doing all the talking, if it distracts Peter from what happened at school. "This is one of my favorite photos of your aunt." She said pointing to a picture of May shoving a piece of wedding cake into Ben's face. May was giggling, while Ben looked surprised from the sudden cake smashed in his face. The photo after it showed that Ben, had also started laughing and May even had cake on herself too. Peter mouth curled up somewhat, after seeing the photos. He'd seen a few of their weeding photos before, but not those ones. "They may have had a small wedding, but they sure made the most of it, that's for sure."

Ororo flipped on to the next page in the album. "This is picture of May and I. God, I can't believe its been so many years!" She was getting so nostalgic going through these old photos. Ororo had on a beautiful black dress. One of the legs was exposed, as the dress had a v cut. Even though it was beautiful, it didn't outshine May's wedding dress, as this was her wedding day. May's dress was white and had designs of flowers on it, making her pop. May was giving Ororo a side hug and Ororo was holding the flowers she caught, when the wedding girl threw them.

May and Ben worked hard for their wedding, without the help of others. Because of their money problems, multiple people offered to chip in their wedding, but they refused. Not because they weren't grateful, but it was just something they had to achieve themselves.

The rest of the night Peter remained quiet, but he paid attention to every photo she showed him. He liked listening to her stories of Aunt May's and Ben's wedding. He missed them dearly and so did Ororo, but at least they aren't grieving alone. They had each other to lean on if need be.

Peter managed to fall asleep, just after three in the morning. Even though he was asleep, she didn't leave his side, unless she needed the bathroom. After setting down the wedding album on Peter's nightstand, she quietly pulled up one of the chairs in the room closer to Peter's bed. She had the urge to brush the hair out of his face, but stopped herself.

Peter may have not told her specifically that he didn't want to be touched himself, but from what she had gathered from his behavior and from the other students briefly, so she did nothing. Plus she didn't want to accidently rouse him from sleep, as he already has enough trouble sleeping.

Sighing, she sat down on the chair. The chair was comfy, but not for going to sleep on. She sighed before contacting the professor in her head. `Charles, are you awake?'

'Yes. What is it Ororo.' The man questioned back using his telepathy almost instantly.

'Can you tell me more of what happened at school? I didn't catch all of it, because I brought Peter home and stayed with him the whole time. And its not like Peter said anything either about it.'

'I'm not surprised. I'll tell you what the others told me this evening." The professor began repeating what the kids had told him what happened. The further the professor got, the angrier Ororo became.

'What! Principal Kelly shouldn't be abusing his power like that. Its completely unacceptable.' She fumed, but kept quiet, so she wouldn't wake Peter.

'I know. But it is getting rather late, lets bring this up to the school board tomorrow. But before I go, how is Peter faring?' He voiced concern.

'He just fell asleep. But whatever happened at school shook him up real bad, he hasn't said anything all night.' She said worried for Peter. 'I'm going to stay here, just in case he has a nightmare.'

'That's unfortunate. How about we report this sometime after twelve tomorrow? That gives you plenty of time to make sure Peter's alright before coming to my office.' Professor Xavier suggested.

'That sounds good Charles. Goodnight.' Ororo yawned.

'Good night.'

"Heya Einstein!" The boy greeted Peter cheerfully, from inside May's apartment. Even though the older boy's mood was happy, all Peter felt was dread from it. He didn't like it when Skip came over to baby sit him. He used to have fun with the older boy, but once he started bringing weird magazines over and doing weird stuff to him, but now Peter was scared of him. "Guess what? I got a new magazine today." He pulled out a magazine from his school backpack. "Lets try doing some of this stuff today." He declared to the younger boy.

Peter shook his head frantically. "N-No S-Skip, can we do something else today? L-Like maybe a board game or watch a movie?" He pleaded.

"But we have so much fun Einstein! No worries, we can multitask. How about we bring out operation? Every time someone gets a buzz, they'll have to try something from this magazine." Skip countered.

"B-But I don't-" Peter tries again, but was cut off.

"Ah bup bup bup! Listen here Einstein, I'm the baby sitter and in charge here and what I say goes!" Skip towers over the boy, intimidating him. He would of surely wet himself, if he hadn't gone to the bathroom before he came over.

"… C-Can we al least play something else. Like Monopoly?" Peter tried. Maybe they won't have to do gross things if he can win a game he was good at. He was good at numbers and Monopoly was such a long game that it was a possibility that no one will win by the time his aunt and uncle gets home from their date.

"Nope we'll be playing Operation." He held his ground as he pulled the game from the hallway closet, which was full of card and board games. He then walked over to Peter and put an arm around him rubbing the boy's left arm slowly. "Come on Einstein, don't look so gloomy. Turn that frown upside down. We'll have so much fun! I'm not the bad guy here, I'll make you feel so goooood like last time." Peter tensed up feeling the need to puke remembering the last time they had 'fun'. He hurt so bad after that and his walking became funny for a couple of days. His aunt and uncle noticed, but he just brushed it off, saying he was just sore from gym class, no need to worry.

He wanted to tear himself from Skip's grip and run far away, but the older boys hand held firm on his arm. Skip eventually let go to set up the game on the kitchen table. Peter meanwhile, let out a breath he didn't know he was holding. He reluctantly walked over to the kitchen and sat opposite from the older boy.

"I'll go first." Skip slowly reached for the butterfly in the stomach, succeeding in grabbing it. "I guess its your turn now. Try not to hit the sides. Or if you want to hit the sides, well I certainly wouldn't complain." He winked at the boy chuckling.

Peter gulped nervously. His hands were starting to shake bad. Their was no way he was not going to hit the side. Reaching for the water on the knee, he had almost got it, but with his shaking hands, he scraped the side. A loud buzzing sound rang through the kitchen. "…N-No." Peter cried out.

"I knew you wanted this Einstein!" No your wrong, Peter did not want this at all. No matter how much he tried to convey that to the older boy, Skip always says he does want it. "If you wanted me so bad, we could of just headed straight to your room, you know. Oh I get it, you like playing hard to get." He grabbed the magazine and flipped it to a page showing Peter, who's face paled. "Come over here and use that pretty little mouth of yours." Skip grinned, as he unbuckled his belt from his pants. Peter walked slowly to the older boy whimpering.

"D-Do I really have to do this? I don't-." Peter said one last time.

"Hey you lost, now you have to hold your end of the bargain, Einstein. Now open up." He harshly stated.

Peter woke up choking and gasping for air. Tears were in his eyes and he was confused on where he was. He had to get away, far away from Skip.

"Peter! Your okay. It was just a dream, your safe here at the mansion with me and the rest of the X-Men." Ororo did her best to sooth the frantic teen.

"No! Get away." He shouted falling backwards off his bed, landing on the floor with a hard thud. "I wont let you this time Skip!"

"Peter… its me Ororo. I'm not this Skip. Your safe honey." She tried to get through to him. Peter at that moment seemed to realize, that he wasn't currently at May's apartment and Skip wasn't anywhere in sight.

He suddenly remembered the day before. They stayed up all night looking at old wedding photos and talking. Or at least Ororo was talking and he was listening. "Ororo? You... stayed?" He was still breathing hard from his nightmare, but was starting to calm just a little from her presence. He sat up hugging his knees shaking. How he wished it was just some horrible dream and not something that happened to him in real life.

There was suddenly a knock on his door. "Everything okay in there?" Scott questioned.

"Just a nightmare Scott. I got it, go back to sleep." Ororo replied since Peter was in no shape to answer. She then turned her attention to the shaking boy, who got off the floor and sat in his bed. "Of course I stayed for you Peter." Ororo told him. "Can I get you anything?"

He cleared his throat. "…Water." Peter's voice was barely audible.

"Coming right up." She said, leaving the room to grab a glass of water from the kitchen. Peter's clock read 5:55 AM. It seems neither of them will get much sleep tonight.

Not more then five minutes later, Ororo returns with a glass of water. Peter took the glass and gulped it right down. "Thank you." After a few minutes of silence Peter spoke once again. "Your… not going to ask what the d-dream was about?" But it wasn't just a dream, it actually happened. Peter tried to stop it from happening, but Skip always found a way to take advantage of him. It only stopped when is aunt and uncle found out, but even then the older boy still effected Peter years later, despite not being in his life anymore.

He felt so weak. He was Spider-man, he was supposed to be strong.

"No." At seeing Peter's confused face, she elaborated. " Its not like I don't want to know about it, its just I don't want to force you to tell me Peter. But I'll be happy to listen to what's troubling you when your ready to tell me okay?" She made note of the name Skip. She remembered Charles mentioning earlier that the teens, told him Peter was mumbling something about a Skip, but they didn't know what it meant.

Peter nods. And she was right. He didn't want to speak about it and he didn't know if he ever would.

9:30 am

The only people left in the mansion were Peter, the adults and Peter's therapist Elizabeth Drake. The students were currently at school. Ororo had asked him if he'd like someone to be with him at first, but he declined. Ororo was with him all night and morning, so he wanted to give her a little break.

So Peter was sitting across from Elizabeth, in the lounge room. Miss Drake had white hair, which was cut into a bob. She looked slightly older then professor Xavier, if he had to guess in her mid to late sixties and her eyes were caramel brown. She wore a dark blue button top with a black skirt going down past her knees. Peter was dressed in casual clothes, his t-shirt was star wars, which said come to the dark side, we have cookies.

Peter was fiddling with one of those fidget cubes. His therapist had given it to him, to help make him less nervous. "Hi Peter. My name is Elizabeth Drake. You can call me whatever you'd be most comfortable with." She introduced herself.

"…My names P-Peter Parker, um, I guess you already knew that." He said embarrassed.

"No worries! Its always nice to introduce yourself, even if the other person knows who you are. Now we have an hour, to talk about whatever you want to talk about." She informed him.

"Your not going to ask why I need t-therapy in the first place?" He said playing with the fidget cube still.

"Nope! I don't expect you to okay? Right now we can just get to know each other and maybe if you feel like talking about your past months from now, then that's alright." Elizabeth told him.

"O-Oh. Sorry I'm not sure what to say…" Peter said awkwardly.

"That's okay, I can start first. You like star wars, what's your favorite movie?" She said gesturing to his shirt.

"Definitely not the phantom menace." Peter joked. He definitely can talk about Star Wars.

"Well if it was your favorite, at least you'd be able to get therapy for it." She spoke back, causing Peter to chuckle softly.

"I'd have to say that my favorite is the empire strikes back." He answered seriously this time.

"Good choice. Mine is a new hope. But I'm sure we can both agree, that the older ones are the best." She remarked.

The session went pretty smoothly. Peter and Elizabeth talked whatever he felt conformable talking about and wasn't pressured into speaking about anything. He was glad, as he didn't want to confess all his childhood trauma to a complete stranger. Before they knew it, their hour was up. Ororo met them by the exit, as the therapist was leaving.

"Bye miss Drake." Peter said goodbye to the older lady.

"Goodbye Peter. It was nice meeting you. Goodbye Ororo." The Elizabeth waved to them both.

"Goodbye Elizabeth. Was the session okay? Are you okay with same day next week Pete? After school?" Ororo asked the brunette.

"Yeah it was good." He nodded.

"That's good to hear. I'll be here again next week, but I really got to go now. I'm meeting with my brother Theo. He needs help finding the cola. Ta ta." She said walking to her parked vehicle.

"Peter, I'm really glad you're first session went okay. We thought you'd like her. And if for whatever reason you want to change therapists, just let us know." Peter nodded.

"Now that that's done, Hank is waiting for you in the lab, so you can work on your suit together. I think you'll be the first one to both help design and make their own suit." At the mention of making his suit Peter grinned which made her smile. She loved it when he was happy and not that scared look he had on this morning.

"Yeah!" He yelled and even though he had, barely got any sleep, he felt wide awake. He couldn't wait to work on creating his suit. He even had a few designs in mind he'd like to make, perhaps with Hanks input he'll narrow down his ideas to one.

Peter said goodbye to Ororo and went to grab his suit designs from his room, before walking to the lab. Hank was already there, waiting like Ororo said. "Hello Peter, Are you ready to design a suit? Not to tired?" The blue man asked, as he heard from Ororo, that he had a ruff night.

"I'm feel like I drank some red bull or something, I'll be fine." He brushed him off. He didn't want to put this off any longer, he needed to be out there as Spider-Man, saving peoples lives.

"Alright. So what exactly did you have in mind?"

"Ever since you told me we'll be making a suit, I drew some ideas for it. Here." Peter handed the scientist his deigns.

Beast took the stack of papers, going through them. He saw that there was several designs and all of them were good, but one really stood out to him. It was red and blue like his last suit, but the spider on the chest was white and bigger, instead of a smaller black one. He even added a X-Men belt similar to what everyone else has. "I really like this one." Hank held it out for Peter to see.

"Yeah that's one of my favorites too. That settles it, I'll make this one." He decided.

"Sweet! Huh?" Beast said as he saw the next design. "Why is this suit wearing a fantastic Four uniform, with a paper bag over the head?" Hanks eyebrow rose in confusion.

"I… uh was bored." Peter mumbled causing Hank to bark in laughter.

"Kids, such imagination."

A few hours went by and Hank and Peter made great progress. A knock at the door broke them out of concentration. Ororo stood at the doorway to the lab, carrying a plate of food. "Knowing that you boys are hard at work, I thought I'd bring you guys some lunch." She announced. The plate of food consisted of several sandwiches that looked like that could feed at least six people, but between Peter and Hank, it counted as one meal.

"Oh thank you Ororo." Hank commented. "I'll make sure Peter eats."

"I can eat without help, you know." Peter complained. "Thanks though."

"Hey I know you have been getting better at eating, but weather you eat enough for your metabolism is another story. How are your guy's progress?" Ororo asked, as she sat the tray of food on empty counter space.

"Wonderful. Peter here, has made a wonderful designs for his new suit. It still won't be ready for another couple of days, but we made great progress already." Hank responded.

"Here, this is what we're making." Peter showed Ororo, his design sketch that they had chosen.

"Looks awesome Peter. Can't wait to see the final product. I'm so proud of you." She said making Peter blush from her words. "Well if your hungry after this then please text me, I don't mind making more sandwiches. But I got to go, there was something I wanted to speak to Charles about." Ororo mentioned.

Saying goodbye to Hank and Peter, Ororo left the lab and headed to Charles's office. From what she heard from him hours ago made her blood boil. Between that Duncan boy and the principal, something needs to be done. She will not allow them to continue, to terrorize Peter and the rest of the children.

After school

Rogue sighed loudly. She could barely concentrate at school, because of what happened yesterday. Seeing Peter freak out like that was scary, but even more so because she heard him say the name Skip. Of course Jean and Kitty heard it too, but she was the only one, who knew what the name Skip entails. Even though she knew what had him so upset, she couldn't reveal to the others what was going on. This wasn't her story to tell, so she kept quiet.

She didn't know what to do, besides telling Kitty not to touch him. Physical touch was out of the question and it was not because if her soul sucking powers. Kitty ran to get a teacher, while Jean was trying to get Peter to breathe normally again. So she just stood there awkwardly feeling useless. It was like watching a horror movie. You can yell at the screen for them to not go into a certain area, because you'll know what'll happen if they do. Of course they don't hear you and go anyways, getting themselves killed.

She was going to talk to him about what she saw from when she used her powers. She just hoped Peter won't hate her, after she reveals it to him. She also wasn't sure how well he'll take it, because it was quite the sensitive subject. But she fells whether she tells him today or few months from now, it won't make much of a difference. And the thought of knowing something so personal about Peter was eating her up inside. She had to tell him today.

"Is something the matter Rogue?" Kitty asked breaking her out of her thoughts. Kitty was sitting right next to her in the back of Scott's convertible. Scott was of course the one driving and Kurt was in the passenger seat. "You seem upset and I doubt it was that surprise pop quiz we had in math today." Rogue opened and closed her mouth several times to respond, but nothing came out. "Its Peter isn't it?" She guessed. It was the most logical one, because Peter was on everyone's mind especially from what happened yesterday. But more then that, Rogue has been acting strange, even before Peters panic attack at school. She remembered their conversation on the X-Jet after they rescued everyone who was brainwashed. And then, what she had said yesterday during Peter's panic attack. "You know something we don't and its bothering you."

She looked hard at Kitty debating on what to say, eventually she said. "I'm not saying what I saw." Rogue flat out told her, keeping Peter's secret, but also confirming, that she indeed knew something, that they didn't. "I can't betray Peter like that."

"And I'm not asking you too." Kitty quickly stated, not wanting to learn what possible trauma Peter had suffered through, other then Peter himself. "I couldn't do that to Peter either."

"She's right Rogue. We won't force you to talk about it with us, but have you thought about speaking to Peter about it?" Scott joined in on the conversation. He may have been concentrating on driving, but was listening to whatever was being said.

"Yeah… I was planning on speaking with him today about it. The longer I wait, the worse I feel." Rogue told them. "It's going to be…" What is the word she was looking for? Tuff? Awful? Awkward? "Definitely is going to be a heartbreaking conversation. That's for sure."

"Shouldn't you wait a bit though? It was just yesterday that he had his panic attack." Kitty said conflicted. She agrees that Rogue should tell Peter what she knows, but Peter was also going through so much right now. But if she doesn't tell him, then her best friend will be so stressed from keeping it a secret. Ugh! Talk about being stuck between a rock and a hard place.

"Trust me, what I saw was… very traumatizing, he's going to be quite upset about it, no matter when I decide to tell him. Besides he's bound to find out more about my powers at some point and realize that I had gotten his memories from when I touched him. And if that were to happen, he'll be very hurt that I didn't tell him." Rogue rubbed her eyes with her arm, as it was getting watery.

"Oh right… I suppose talking with him is the best course of action then." Kitty didn't like it, but it made sense.

"Gosh, I still can't believe someone like Peter has gone through so much. Last night he had a nightmare. Most of us guys heard it and Scott went to check up on him, but Ororo was already there." Kurt said miserably.

"That's awful. But I'm glad Ororo was there to help him. He must be keeping all that stuff bottled up inside. Maybe he'll get some relief, when Rogue talks to him."

"We'll be sure to let everyone know, to give you and Peter some space if they happen to see you two." Kurt thought.

"Thank you Kurt. That will help a lot." Rogue expressed. Their conversation will already be hard enough, they sure didn't need an audience in the mix.

"I don't need to pry Rogue, but how bad are we talking here?" Scott reluctantly asked, while he stopped at a red light.

"Dude!" Kurt shouted.

"Sorry, Rogue. You don't have to answer, if you don't want to." Scott apologized.

"Its fine… to tell you the truth I wouldn't even wish it on Duncan. Its that bad." She bit her lip, as they drove trough the gate leading them to the X mansion. The three other teens in the car all had shocked faces. What could be so terrible, that Rogue wouldn't even wish it on the biggest bully at school? Not that they actively wish misfortune on people, but Duncan deserved some major karma. Scott parked and they all got out of the convertible, grabbing their school bags.

"Hey Rogue? You know you can talk to us right, if you ever need too? I know Peter is like mount Everest tier trauma right now, but that doesn't make yours or any one else's problems less important." Kitty let her know that they can and will be there if she ever needed it. Scott and Kurt nodded agreeing with Kitty.

"But… I wouldn't be able to say anything." Rogue protested.

"Hey like Kitty said before, you don't have to say anything." Kurt told her.

"Yeah, we could all just hang out together. Watch a movie, play a game, just chill. Sometimes just being in the presence of others can help a lot." Scott assured her.

She gave up, since they weren't budging. Rogue spoke."Yeah, thanks guys. I just might take you up on that." She gave them a sad smile. "I'm going to text Peter now."

"Good luck. Do you want to use our room? I have homework I want to do, but I can do it somewhere else." Kitty inquired her.

"No do your homework, between the two of us, we'll find somewhere we can talk." Rogue told her. She didn't want to kick Kitty out of their room. And they could easily find somewhere else to talk, as this was a mansion for goodness sakes.

"Alrighty. Oh hey Jean!" She spotted the red head walking towards them and ran up to her. "So Rogue needs to talk to Peter about something, its really important. So please leave them alone for the time being."

Jean briefly looked at Rogue, who just went inside the mansion. She then looked back at Kitty. "Will do. Should I pass this info along?" She pondered seriously.

"Uh-huh. We don't want anyone interrupting them so please pass it along." She confirmed. "Scott and Kurt already know, so they'll be passing it along too."

Rogue took her iPhone out of her pocket and she scrolled through her contacts, till she found Peter's name. She then sent him a message.

Rogue: Hi Peter. Can we talk?

Not even a minute later, her phone made a beeping noise. That was fast, she thought. She looked at her phone to read his reply.

Peter: Hey. Aren't we already talking tho?

Rogue: I mean can we talk in person? I have something important to speak with you about.

Peter: Oh well that's probably for the best cuz my phone is low battery right now. I'm in the lab with Hank but was just about to finish anyways. Where do you want to talk?

Rogue: Somewhere private. Kitty will be doing homework in our room so not there. Can you think of somewhere where we can talk?

Peter: I have a place in mind. Where r u at? I'll come get you and take you there.

Rogue: I'm in the entryway

Peter: Omw

She doubted wherever Peter is taking them, is his room. Not that she really blames him for choosing a different place with his given history. As far as she knows, Ororo is the only one, whom he lets inside his room. She knew people have stood outside his door talking to him, but not actually inside his room. That just shows how much he trusts Ororo.

Soon enough Peter came into view and gestured her to follow him. Peter led her outside, eventually leading her to a garden with a large stone tablet, that read in memory of May Parker. Rogue blinked. She had no idea this was even here. She doesn't exactly go to the gardens very much. No one, but Peter and Rogue was in sight.

Peter broke the silence."Ororo made this in honor of my aunt. I… like to come here and think every once in awhile." Peter informed her.

"It's beautiful…" Rogue whispered. It truly was. The garden was gorgeous and the stone tablet was a nice edition to honor Peter's aunt. Ororo really went all out. It couldn't have been anyone else, but Ororo, as she was the one who tended the plants. And to add the fact she had a clear connection to May, besides Peter.

"So what did you want to talk about?" Peter wondered nervously, as he had no clue what she wanted. And he may have been feeling a bit better at the moment (if he wasn't, he would of told her no instead of meeting up with her) but Rogue was one of the people who witnessed his breakdown yesterday at school, which was super embarrassing.

"It's about my powers…" She bit her lip trying to form her thoughts into actual words.

"I already told you I didn't care about you knocking me out before. It was necessary." He rather be knocked out before he potentially could hurt someone, even if he felt like he went a round with the hulk afterwards. "…W-What?" He asked as she stared at him not saying anything.

"Peter there's… more to my powers then knocking people out or temporarily taking their powers." She took a big gulp of air before continuing. "I also take the memories of whoever I touch." At those words she saw Peter pale considerably, as the gears clicked in his head.

"H-How much did y-you see?" He managed to squeak out. He was scared on what she could possibly know. That she could know something about him, that he himself wishes he could forget.

"All of it. I'm sorry, I can't control my powers at all. To be honest, that would be one of the things I'd like to change about my powers, if I could." The other thing is she wished she could touch people without hurting or even killing them. She may not be the most touchy feely person, but the fact she can't touch people without there being consequences is quite lonely.

Peter looked like a fish out of water. "E-Even S-Ski-" Peter stuttered over saying his abusers name, but Rogue didn't need to hear any more, to understand what he was trying to say.

"Yes even… Skip." She solemnly confirmed his fears. At her confirmation, Peter made a sobbing noise. "I'm so sorry." She apologized again to him. She hated seeing him like this but he deserved to know. "I hope you don't hate me."

Peter shook his head frantically." I don't hate you Rogue and I'm sorry you had to see all that… I-I didn't want to, but h-he made me…"Peter sat down in a crouch with his hands covering his face, as he was balling hard. His breathing was becoming haggard. He could feel another panic attack coming.

"I know Peter. He was several years older then you and you were just a little boy, who didn't have his super powers yet. He could of listened to you, when you said no and stop but he didn't. Skip is despicable man for what he did to you." Rogue told him as she crouched down in front of him. Peter was hyperventilating now. "Pete stay with me, follow my own breathing." She said, doing the same thing Jean did the day before. "Can you name five things you can see?" She asked him. Since his panic attack the day before, she looked up ways online to help Peter, if he happens to have another one.

It took him awhile to answer back. "Um… flowers, a bumblebee, my aunts stone tablet." He let out a huge breath and looked around some more. "An airplane and uh, you."

"Your doing great. Four things you can touch?" Rogue continued speaking to him.

"T-The grass, my shoes, my face and… my hair." He answered, as he ran a hand through his brown locks.

"Good." She said trying to remember the next step. "Three things you can hear?"

"T-The wind, a howl? I think that's Rahne in her wolf form and some birds chirping." Peter's breath was starting to get back to normal again.

"Two things you can smell."

"Uh… the flowers and the garden and my deodorant." Peter replied.

"Something you can taste?"

"Uh, the lunch Ororo brought me in the lab earlier. T-Thank you Rogue. I can't believe I just had another panic attack." His frown became deeper. "Sorry I'm such a broken mess. You'd all have it easier without me."

"Hey, you shouldn't talk about yourself like that. And we all have some sort of baggage, you may have more so then others, so its understandable if you have panic attacks. I have had them myself before and I know several other X-Men also get panic attacks from time to time."

"Really? Can I ask what happened? Sorry if its to personal. "Peter looked a bit guilty for asking.

"No its alright. There was a time when I thought the X-Men were after me, so I had a panic attack then." She recalled.

"Why did you think the X-Men were after you?" Peter said confused.

"There's a mutant named Mystique. She can shape shift to be anybody she wants, so I was scared of Logan and Ororo for a bit. It wasn't until later I found out it was a misunderstanding." Peter could see being scared of Logan but it was kind of strange that someone was scared of Ororo. She was one of the nicest People he knew.

"Rogue, are you… the only one who knows about you know what?" Gesturing to their previous conversation before his panic attack.

"I'm the only one who knows about it. Some of the others do know, that I know something about your past, but they don't know what. This is only something that should come out of your mouth." She explained to him.

Peter sniffled a bunch before replying. "T-Thanks. I… the only people who knew other then my friend Ned, were my aunt and uncle. Now their gone. Please don't tell anyone. This is just s-something don't want people to know."

"That goes without saying. My lips are sealed." She promised him.

Peter's phone made a ding. He fumbled it out of his pocket. "Oh its just my phone dying. I wasn't kidding earlier when I said my phone had low battery. Its Basically saying 'please feed me.' My phone tends to die often just like my tamagotchi pets." Causing Rogue to laugh.

"I wasn't to good with tamagotchi either. And every time I hear please feed me, I think of the plant in little shop of horrors."

"Oh yeah your right, "Please feed me Seymour! I'm not much of a musical movie person, but I do like that one. I also really like Sweeny Todd." Peter no longer had a frown and was actually smiling. "Was afraid to get my hair cut for awhile though."

"I like Sweeny Todd too, Johnny Depp is one of my favorite actors." As the two of them talked, time flew by. Before they knew it, it was time to go eat supper.

A/N: To the particular comments that mentioned I should replace the principal with max I will not be using him as I'm unfamiliar with him. These are the following Spider-Man media that I know. All the spiderman movies, marvels spiderman on ps4, ultimate spiderman comics and the ultimate spiderman ps2 game, spiderman the animated series (the one with Neil Patrick Harris). Not sure who will eventually replace principal Kelly.

And to the comment that suggested the ps4 advanced suit thanks. I was wondering what suit I should pick for him and that saved me the trouble of looking for one because he has a lot of suits.

Man was that dream with Peter and Skip was a bit hard for me to write. I was a victim of sexual abuse(thankfully was never raped) around the age of nine by my older cousin which is where I got some of my ideas for the dream with Skip and Peter. That cousin is actually dead now. Years ago he got very drunk on a party bus and sometime later he opened the emergency door on the bus and fell out. I felt really bad for my aunt and uncle because they lost their son but I couldn't really feel bad for my cousin.

Anyways if someone thinks I should up the rating to M tell me. I'm not planning on writing anything worse then that dream with Skip but this stuff can be pretty heavy even if its implied.

Anyways see you guys in a few weeks with chapter 9!