Jaguar: Pretty much when he showed up again in the show.

Stoneman85: Not long and that's going to be one of the major problems also keep in mind he'll be in the black X-Men uniform and they might think he's the same guy, some won't and some might not be decided plus they won't know that Peter is either Spider-X/Spider-Man though. They'll know he's a mutant just not something like that.

Spyder616: Yeah there will be a little of that in this chapter.

Janusi: Not necessarily, it took months for Spider-Man to come out and before that he was an urban myth.

Episodic: I'm thinking Bayville is big but not Major city big they never went into that. You might be surprised by how he knows them, at least I hope.

Red Witch: Thanks but I still need that info on Spyder or I'll just make it up.

Mark C: Exactly where I was going with Logan and his connections. Glad you liked that Prowler and he'll show up from time to time.

Erich: They would explain the witch thing wouldn't it, and you're right about the Max/Wanda fight, and about those three jumping ship soon. Yeah I wanted to have Peter try and keep his secret but Magneto is too smart, that and with Sabertooth he has Peter's sent now too.

Slickboy444: You got to admit Magneto in the show did have this Vader thing going for him. Yeah I didn't want to go the same cliché thing with Tabby/Max, glad you liked the Prowler.

TheLegendaryManHimself: Yeah they do and considering what he did to his own kids can you honestly think of him not doing whatever he wants or what he think he needs to do.

The Uncanny R-Man: Yeah Max is going to get it later on, well Prowler won't show up too much only now and then.

Lord Destroyer: Oh no I'm not pairing her up with Toad where did you get that idea? Glad you like the reactions and how Peter/Prowler and the part with Lance and other stuff you liked. Yeah sorry about that little mix up but at least I didn't forget it.

And thanks to: ldypebsaby, Blue-Eyes White Knight, X-Over, Sparky Genocide, ProphetSong, Star Lin, Kaliann, celtcath74, CrazySpirit123, KaliAnn, Actiondude, Zeo, The OTHER One

SPIDER-X

CHAPTER 44: THE PAST CATCHES UP

-Xavier's-

Logan was walking the halls when he heard a thump and May Parker say something along the line of drat. He had never heard her swear once and he had to admit he doubted she seemed the type. He looked into her room and saw her on the floor picking up the scattered remains of a box. "You need some help with that May?" Logan asked walking into her room and bending down to help her out.

"Yes, why thank you Logan." She said and gathered it all together. "I was setting these things aside when it slipped." They started putting old photos and memorabilia in the box and Logan looked at one picture it looked like Peter when he was eleven with Ben and May.

"How old was Peter when he lost his parents?" Logan asked her. He knew it was when he was young but he was wondering just how young.

May looked sadly at him. "When he was five…he didn't understand at the time that his parents were gone and weren't coming back…he cried himself to sleep the poor boy for over a month."

"Well…you and Ben seemed to have raised him pretty well." Logan told her. He didn't give out compliments too much, he had this reputation as a hard ass and he liked to keep that, but there were times when he could be something else. It couldn't have been easy to raise their nephew like that, but they seem to do well.

May smiled kindly at him. "Thank you Logan. I have a picture of Richard and Mary somewhere…" She looked through the box and found a photo with them holding a two-year old Peter in their arms. "Here they are." She handed him the photo and Logan stared at it…his brows furrowed and something seemed to 'click' in his mind. Like a memory on the edge of his awareness. It happened, sometimes certain things caused flashbacks or certain memories but normally not much…this was different.

"I…I know these people…" Logan said staring at the image of Richard and Mary Parker.

"What?" May gasped. "What did you say?"

"I…I know them…you know about my past right?" May nodded she had heard the story and felt horrible for Logan that he had to go through that. "Well sometimes I can remember a few things, mostly it's hazy the few things I do remember but…I know them." He thought about it…he tried to remember and then…he started to remember bit and pieces. "May…what did they do?"

"Well…Peter's father went into science and Mary was a home mom most of the time why?"

"I mean before Peter." He said and gave her a look that said 'I know something so tell me' in his eyes. "Because the memories I seem to have of these two weren't of a homemaker and scientist."

May sighed and sat down on the bed. "Before Peter was born…they were agents…they worked for something called The Agency, but when they found out that Mary was pregnant they quit."

Logan nodded, he remembered being on a mission for some kind of agency and he remembered the Parkers, he worked with them once. Now he knew why Peter seemed so familiar, he looked so much like his father in the picture. He couldn't remember all the details but…he got the impression he liked them. "Does Peter know?"

"Ben and I…we…we thought to keep that from him, that he didn't need to know." She looked up at Logan. "But when he told me about him being Spider-Man and all of this…well…I've been thinking he should know…that maybe it would help him to know his parents more and because…"

"Because he might feel closer to them now with what he's doing." Logan finished.

Downstairs in the Rec. Room, Rogue and Peter were teamed up in a game of pool with Kurt and Amanda who had come over to visit Kurt. So far Peter and Rogue were winning mainly due to Rogue, Peter had no idea his girlfriend was such a pool shark. Although they weren't playing for monkey or anything just for fun and also a few other things.

Rogue sank in two full color balls into two different pockets. "Damn…remind me not to bet against you." Peter said watching that.

"Good idea sugar." Rogue said as she lined up her next shot and sunk in the eight ball for the win.

"Man…next time ve got to find somezing else to play vith zem." Kurt said to Amanda.

She just shrugged. "I don't mind Kurt besides I still had fun."

It was at that moment Logan and May walked into the room, by the somber look on their faces Peter wasn't sure this was going to be good. "Peter…we need to talk, there's something about your parents that I felt you deserved to know and that you're ready for."

"What?" Peter asked nervously, he was afraid she was going to say he was adopted but May looked to Logan and he ushered the other kids out of the room. May sat down on a couch and Peter sat with her.

"Peter…Ben and I…we didn't tell you the entire truth about your parents." May started. "You see before you were born they did other work…government work." Peter listened as she told him about how her brother in law Richard and his wife Mary, who had been a friend of May's for years, were approached one day. He listened in on how his parents for five years were agents and how after they found out Mary was pregnant with him they quit.

He was silent after that, he never really got the chance to know his parents and now he felt like the image he built up in his mind was just shattered. He always wished that he had known them and now he felt like he knew them even less. "That's…a lot to take in Aunt May…I…I think I need to think on things." May nodded and let him leave. He went through the opposite door that the others left by not wanting to see them, he just wanted to be alone for the moment and he knew the only place was the roof. He sat down on the roof looking out across the city wondering about what Aunt May had told him, he was also wondering what else she hadn't told them or the things she didn't know that he would never know about.

He sighed to himself and looked down. "Hey what's wrong?" He looked to his left and saw Spyder was there, walking towards him and she then sat down next to him.

"Just…thinking. What are you doing up here?" He asked the gray skinned girl.

She shrugged. "I like to come up here sometimes, it's nice and quiet." Peter nodded his head and they sat there in silence. After a minute of silence she brushed a gray strand of hair out of her face and sighed. "Are you going to tell me what's going on? I mean you can tell me."

Peter looked at the younger girl and he had to admit he did feel a connection to her, she had lost her uncle like he had and he knew she felt horrible that she couldn't have saved him, he remembered that time she first came in and how he comforted her and he had to admit she had come a long way in the months that she had been here. Sometimes he thought of her like the little sister he never had with the way she seemed to enjoy life and the way the two of them joked around with each other too.

He sighed and told her about what he just learned. "You serious?" She asked deadpanned. "You're parents were spies, like the real thing? THAT'S SO COOL! Why are you so down if you're parents were Mr. And Miss. James Bond?"

"Because I thought I knew my parents…I mean now what little I did think I knew about them feels like it's completely gone. Do you know I can barely even remember their faces? That…that I can't remember their voices? Every year that goes by I lose more and more of them as they fade from my memories…and…and now I just feel like I never knew them to begin with…"

Spyder looked sadly at him. "I guess I didn't think about it like that…sorry…"

Peter shrugged. "It's alright, maybe it's just shock I mean that's not something you think you'd hear that your parents did for a living. Thanks for listening."

She smiled over to him. "Anytime, I mean you've been great to me. Because of you I'm not living on the streets, I got a great place to live, friends and a life…I do miss my uncle but I am happy with my life here. You've helped me out so much, Aunt May has been great to me too and…well…I just owe you so much. You're…well…if I had a brother I wish he was like you." She said slightly embarrassed but then surprised when he placed an arm over her shoulder.

"To tell the truth I kind of think of you as a 'little sister' to me too. I mean I'm an only child and I always wondered what having siblings was like, and now when I think of what it's like…I think of you and they would be just like you."

She playfully knocked her shoulder into him. "Don't be getting all mushy on me." She teased.

"Wouldn't dream of it." He said smiling.

-SHIELD Base-

A security guard was in the monitoring room bored out of his mind. 'You'd think working for the biggest secret covert intelligence organization would be more exciting.' He thought to himself with his legs propped up on the console. 'But hey, the pays good.' He was monitoring just one of the many special storage areas just doing his job. Of course this place was most likely more secure then Fort Knox so he didn't worry much about someone being stupid enough to try anything.

That is until that night. He was sipping his coffee when the monitors started to wink out and he froze. Then he heard the rumbling and a perimeter alarm had gone off and he spit out his coffee. He got his feet off the console and started to check in with the other security forces but no one was responding, in fact he couldn't raise anything. Then an alarm went off for one of the vaults. He checked his gun and ran to the area. It was a level 10 vault that wasn't supposed to be opened…period.

When he got there a few of the SHIELD guards were already there, either knocked out or struggling in their bonds that looked like twisted pieces of metal. "What the hell?" He said as he drew his gun and looked at the huge metallic security door. It looked like it was ripped out of the hinges. He stormed into the room, gun at the ready "Freeze!" Then his gun flew out of his hand and pieces of metal wrapped around him and he was just like the other guards. After a few hours when he and the others were finally cut out of the bonds he told them the only thing he saw in the room was some weirdo in purple cape, and in some red helmet and body armor.

-Bayville High- The next day-

Kurt, Rogue and Peter were walking out of class. He had already told them and of course by now the entire mansion knew anyway about his parents. It was still a strong topic too. "How are you doing man? I mean you've kind of been out of it since yesterday." Kurt asked him. Peter was between Rogue and Kurt and he looked at his friend.

"Honestly…I'm not sure. I mean it was one hell of a shock…but I think I'm over it for the most part." He admitted. Just then a fat kid walked into Rogue a bit hard nearly knocking her off her feet.

"Hey watch it!" He snapped at her.

"Ah think you mean excuse meh!" She said back that only stopped him in his tracks.

"What did you say to me skunk-head?"

"Oh that's it." She turned off her bracelet without him noticing. "You want ta push meh around go ahead."

"Rogue that's not exactly a good idea, besides you really what that guy in your head?" Peter whispered to her and Kurt tried to calm down the teenager, he responded by grabbing Kurt's wrist and touched his holowatch, causing Kurt's image to flicker enough to show his true form.

"What the!? W-what are you?" He said back peddling from Kurt then stopped as he got a blank stare on his face. The three of them looked confused then saw Jean with a hand to her temple.

"You didn't see any of this…you're going to go now." She said, he repeated the same and walked off in a trance.

"Thanks Jean." Peter said and she nodded her head.

Back at the mansion Logan was explaining to Xavier about an encounter he had with Fury and SHIELD and how someone from Operation Rebirth was stolen and the magnetic powers that must have been used to steal it. He was just finishing up telling him about Captain America, the first and only super soldier to be made from the device.

"I swear Logan that you sound like you knew him personally." Xavier told him as they made their way to Cerebro.

"Yeah, well, I did actually." He admitted. Xavier raised an eyebrow at that, running through his head just how old Logan might be.

"You certainly know a lot of interesting people Logan." He smirked. "Fury the head of an intelligence organization, a legendary man from World War Two, and apparently Peter's parents who were spies…you've had an interesting life old friend."

"Yeah tell me about it…I'm not even sure I want to know what I 'forgot' over the years also." Charles had to chuckle at that. They made their way into Cerebro chamber and he started to try and scan for Magneto or anyone close to him.

Outside Jamie and Spyder were doing their homework under a tree since it was too nice to stay inside and study. "Let's see…the Greeks invented the javelin thrown and…" Jamie said trying to figure out the next one.

"I think it was the discus." Spyder said next to him. "I remember my uncle telling me about all the old Olympic games one time."

"Really? Cool…you know…you never really talk about him, what was he like?" Jamie asked her putting the book down.

Spyder looked down remembering her uncle. "He…he was a really nice guy, I mean he took me in because my parents dropped me onto him and taught me how to fight…plus…he was the only real family I had and he loved me…" She felt a few tears in her eyes. "I miss him." She said silently and Jamie put an arm around her.

Kurt, Peter and Rogue were walking in when they noticed the lights flicker a bit. "Whoa did the Professor forget to pay the light bills?" Peter asked them.

"No, the only zing that can do zat is…" Kurt trailed off as Rogue finished.

"Cerebro at full power!" All three teens looked at each other and quickly grabbed Kurt as he teleported them to the door by Cerebro. They hear Logan and Xavier talking.

"No luck findin' him huh?" Logan asks.

"No, I'm afraid he's too well hidden from me." The Professor says putting the helmet down.

"Well I-" Rogue starts off as Kurt and Peter cover her mouth it's too late as Logan had heard it.

"Alright come on out." Logan tells them and all three teams walk out. "How much of that did you hear?"

"Just the whole Magneto thing and that you can't find him." Peter admits.

Logan walks up to Rogue. "You think you know where he is stripes?"

"Yeah, ah think so. Ah mean ah got a little of somethin' when ah touched him in New York before we met Peter." Logan and Xavier nod remembering that. "Well ah got some memories, mainly images. But ah do remember some kind of giant metal sphere in ah think tha Sahara…but ah'm not sure where exactly."

"Perfect." Logan says clearly not happy about that. "Ya know how big a sandbox that is?"

"Ah could probably find it by land marks." She told him. "Ah mean how else are you goin' ta find that place?"

"Ja, and I'm going too." Kurt said.

"No your not elf!"

"But you might need a teleporter." He told Logan. Logan then looked to Peter to see if he had an excuse.

"Hey if my best friend and girlfriend are going you think I'm being left behind?" Peter said with a smirk. "Beside you might need someone with both a warning sense and who can sneak into tight spaces."

Logan growled in frustration know full well they all made valid points.

-Sahara Desert-

On the Velocity they were flying over the desert everyone in X-Men uniform. Peter had his Spider-X mask off. Logan just finished telling them about Operation Rebirth and about Captain America that was born from it, and how Magneto had stolen it. "Man…is there anyone you don't know?"

"Yeah you want to tell us anything else?" Rogue asked him. But before he could say anything she pointed out the window. "Look! Over there!" She points to some rock ridge. "Head East."

"So vhy vas Captain America ze only one?" Kurt asked. "I mean vhy not make an entire army of super soldiers?"

"Because elf…he was dying. Messing with him like that did make him the greatest soldier ever…but it was wrecking his body." Logan told them. He remembered when he had gone on a mission with him and had seen Steve Rogers AKA Captain America nearly completely collapse and had been in pain. Steve told him that it would pass and it did, but he also got it out of him that Steve felt the pains more and more all the time.

After awhile they saw a metal sphere in the dessert. He landed the helicopter and two XTV off road vehicles were pulled out. Logan got on one and Rogue took the drivers seat of the other. "Hold it web head, you're riding with me." He told Peter when he saw him heading for Rogue.

"What? You think I'm going to cop a feel something?" Peter asked him kind of annoyed and a little hurt Logan thought he was like that.

"I am now, so get on!" He said sternly, Rogue rolled her eyes as Kurt sat behind her. Peter rode on the back but just sat on it with his feet so he stuck to the vehicle. Logan commented on it but he just said unless he was knocked out or the vehicle exploded he was actually safer to stay on like that. While on the way Rogue and Kurt pulled up to them.

"Ya know ah got ta wonder how long we got until they know we're here." She shouted over to him.

They didn't have to wait long. "Incoming!" Peter shouted as his spider sense kicked in. A few missiles came streaking towards them and they had to weave and dodge their way across the dunes avoiding the missiles.

"We need to get inside! Elf!" Logan shouted. As both vehicles were up in the air Peter jumped over to the other XTV and placed a hand on Kurt as he reached out for Logan and placed his tail around Rogue and teleported all of them inside the metallic sphere.

They land in a heap on the floor of the huge structure. "Oh yeah…that was a nice landing Kurt." Peter said while Kurt was on his back. After they untangled each other Logan led the way to the center of the sphere as they saw a large machines and a tank with someone inside of it.

"Great. We're too late." Logan grumbled and ran forward but then Sabertooth leaped from the shadows and attacked him.

"I don't think so runt." The longhaired ferial mutant snarled at him before attacking him. The others made their way to the chamber. That is until a defensive network of lasers started to open fire.

Rogue got hit by one and fell to the ground slightly stunned, she was glad that the defenses weren't lethal but it still hurt. She heard Peter call out to her and she pulled free a bomb that she had been carrying and threw it at him. "Take this! Blow that thing!"

He grabbed it and wanted to ask if she was going to make it but knew he had to stop that chamber. He jumped and dodged the lasers but there were too many and knew he was going to get tagged soon. He saw Kurt was going to the chamber as well. "Kurt! Go long!" Kurt nodded and teleported to the chamber in time to catch the bomb Peter threw there.

He placed the bomb on the chamber and saw Magneto and gasped in surprise he looked so old. "Vhat happened to you?"

"I'm dying…this is the only thing that will help me live…" Magneto said weakly.

"Kurt! Pull the damn thing already-AH!" Peter tried to say more but got nailed in the back with a laser. Kurt reached down to pull the pin.

"Please…don't…if you destroy this I'll die…" Kurt considered it but he knew he couldn't let Magneto keep this thing. "Are you so much like your mother?" That hit home with Kurt. He never wanted to be anything like his mother and he froze. It was enough time for the chamber to activate and was filled with a glow. Kurt pulled the pin and teleported away.

He teleported back to Peter and Rogue and helped them up. There was an explosion and the placed was filled with blinding light. Logan was running over to them but stopped, he couldn't move. "What the?!" Was all he got out as he was flung back against a wall.

The others looked back to see Magneto looking like he used to walking towards them. "Oh man." Kurt said seeing him. Then metal all over the place started to move and assemble into giant scorpions.

"Kids move!" Logan shouted out to them. They all dodged. Rogue got pinned by a claw. Peter tried to jump onto the thing and shot a web line on the claw and got ready to pull then the tail of the thing hit him from behind and sent him flying into a beam. He groaned and shook his head and got up as metal bars suddenly wrapped around him. He looked to see Kurt was pinned to a wall by another one.

"That's enough." Magneto said to them all, he looked to Kurt. "You spared me…so I am indebted to you, I will let all of you leave. The machine is gone so you have no reason to be here. Do I have your word that you'll leave here peacefully?"

"Fine then, we agree." Logan said and Magneto walked over to him and let him fall from the wall.

"There was once a little boy in Poland that owed you…consider that dept is also repaid. Logan nodded and the others walked warily over to Logan when they were released and they all silently walked out of the base, but the three teens did keep looking over their shoulder just in case.

Sabertooth glared at them walking away then turned to Magneto. "You're just letting them go?"

"I have my reasons." He said coldly to him. He still remembered that day in Poland when Captain America had saved him and the others from that camp. When he first saw Logan he remembered him but until now it wasn't important. He had repaid his dept to him now, and he owed him nothing anymore. "Besides this was just a replication of Rebirth that I stole. With the original and with the crystals I have I can start with my own Operation Rebirth."

Victor Creed growled low, not liking letting them just walk away then sniffed the air. "It's him! That kid in the black…that's Spider-Man, I recognize that scent."

Magneto nodded. "I figured as much…interesting."

As they walked back to the Velocity Peter walked net to Logan wondering about something. "Hey Logan…how much do you remember about them…about my parents?"

Logan was wondering when Peter would bring this up. "Not much, sorry about that." He said truthfully, he wished he could tell him a lot about them but even he only could remember a little about them.

Pete nodded, he figured it wouldn't be much but still. "You think you can tell me about them…you know, what you can remember?" Logan looked over to Peter and could see the longing in the boy's eyes to know anything about his parents.

"Sure kid, I'll tell you about them on the way back home."

-New York, the next day-

Peter and Rogue had borrowed the van in order to make this trip, when he told the Professor this Xavier had agreed to it. It was something that had been on Peter's mind for some time and he wanted to do this. At this moment Peter was kneeling down in front of the graves of his parents placing a flower on each grave. Rogue stood behind him watching him. "Hey mom, dad." Peter said. "Sorry I haven't been here for awhile but…well…things have gotten kind of hectic in my life now, plus I moved too. Aunt May told me about you two…I have to say I was blown away…I wish I could have heard it from your lips though, I mean…I know so little about you two and…and…and I wish I did." He hung his head a bit at that. "I can't even remember your voices and it seems year by year I loss more and more of you guys and I don't want that." He said quietly.

Peter stood up and glanced at Rogue and smiled. "Well besides getting some strange powers I got new friends and get this. I got a girlfriend now too, she's great and I'm happy to have her in my life." Rogue felt touched by this and stepped forward. "You want to say hi?" Peter asked her and she nodded as she linked her arm in his.

"Hello Mr. and Miss. Parker, ah wish ah had met ya two…let meh say that ah'm glad ta have met Peter too. He's made meh happy and ah can't see mah life without him, he also helped meh in a way ah never thought possible." She said and that made Peter smile at her words, he couldn't imagine his life without her as well. She looked to Peter then. "Do ya think they would have lahked meh?"

Peter placed his arm around her waist bringing her close. "Aunt May loves you and if my parents were anything like her they would have adored you…do…do you think they would have been proud of me though?"

"Of course they would beh proud of ya, don't ever think otherwise. Because ah know May feels the same…as do ah." She told him and they made their way out of the cemetery holding each other close as they walked back to the van for the hour drive back home.

NEXT UP: DEFECTION

I'd like to dedicate this last part to my mother's aunt who died recently, I only met her a few times but she seemed to be a very nice and kind lady and also I hope my grandmother who is in the hospital gets better too.