Actiondude: No problem, and they will be more then just those two goblins teaming up too.

AllisterH: No I won't bring in that TV show mainly because I've never seen it. No it's not easy trying to keep with it I just pick up the parts I really like.

spyder616: Yeah it just popped in my head at the last minute. Well it may or may not count it kind of how you look at it and yeah there's going to be a fight.

Star Lin: He was and you'll see why later on in this chapter.

Danrilor: He did that? Whoa, that's uncharacteristically brutal of him I never knew that.

Danrilor: Interesting idea but I think the women that aren't taken wouldn't try something with Ben and he's not the kind of guy to cheat on someone, but nice idea though.

TheUnknown325: Yeah it isn't easy to try and follow the comics so I only pick what I need/want/like and forget the rest. You made a few good points and I'll try and be aware of that, thanks.

Metal Dragon1: You might not like what happens there is a reason it's called dark day, but you kind of got some of it right.

Winblades: If you've read the latest X-Men comics then you world have seen some of this coming and you got some of it right too.

Lady Suneidesis: You would think so but it doesn't trust me on that, and as I've said MANY times it's hard to find a good beta reader that can keep up.

Ldypebsaby: Yeah I liked that pairing way better, you bet Ben's day will be interesting if you feel bad for Sammy now wait until you read on.

Needles: No I didn't don't worry I'll try and fix that.

The Uncanny R-Man: Yeah I know about TJ I'm getting to that plus if you remember she's already seen a few versions of Peter before too. More Ben/Dani on the way and a major fight now.

Thanks to: Blue-Eyes White Knight, TheLegendaryManHimself, qwerty, Matt3671, GothikStrawberry, jenskott, celtcath74, Danrilor, Silver Warrior, Jaguar

THE NEW TEACHER

CHAPTER 39: A DARK DAY

Cain froze there staring at the young orange-scaled boy that he had come to have a close friendship with. He saw the expression on the young boys face and it hurt more then anything in his recent memories. Then Black Tom used his newfound plant powers and used many roots and encased Sammy in them.

"Let him go Tom!" Juggernaut yelled at Black Tom.

"He'll just warn the others Cain, think for once I know it's not your strong suit but when we contacted you with this idea of posing as one of them in order to get us to sneak past their security you were all for this, don't tell me your getting cold feet?" Tom asked him narrowing the small yellow eyes on his wooden face. "Besides did you really think we were going to stop with the X-Men?"

"I think Cain has lost his nerve." Sabertooth grinned at the hulking giant in black armor.

"I…thought…you…were a hero…you were…my hero…but…you're…not." Sammy said to him as a few of the roots tightened around his throat.

"I think we just need to remove the obstacle that's causing you to question yourself." Tom said smiling and then tightened and pulled on the roots. Sammy screamed out as sickening snaps were heard from his body.

"NO!" Juggernaut cried out and ripped the roots off of the boy. He was limp in his arms all his bones broken. "Oh God Sammy, I'm sorry, you…you don't know what's really going on, why did you have to do this?" He felt the tears falling down his face behind the large helmet and saw the young boy move.

"Don't…touch…me you…villain…I…I hate you…" Those were the last words young Sammy ever spoke, the damage to his body was too great and it gave out. Cain saw blood coming from the young boy's mouth and his head go slack. Cain watched and knew that his first real friend coming here was dead…and it was all his fault. He had never felt so horrible about anything in his life before as he held the now lifeless form of the young boy he had grown to care about.

He gently laid the body on the grass and then turned to Tom and the other New Brotherhood members. He just slowly got up not saying a word and balled his fists. Black Tom saw this and didn't like where this was going. "Don't be a fool Cain."

It was too late, at that moment Juggernaut charged in ripping Black Tom to pieces and attacking the other members.

Elsewhere running as fast as she could was TJ Wagner AKA Nocturne a woman that had a striking resemblance to Nightcrawler mainly die to the fact that she was his daughter of a alternate future was running as fast as she could wishing she had her friend Blink's powers or her father's of teleportation since that would have made this much faster. She had been afraid that Juggernaut was going to kill her but he had faked the blow and had whispered to her to get help while he stalled. So after playing dead and had been thrown she had got up quickly and quietly and just ran.

At the moment she could see the Institute and it looked much better then the last time she had been here. She still made a mad run at the place hoping to find someone, anyone and to warn them.

While preparing for the first class Peter was in the teacher's lounge talking to Ben about a few things like a few of the more troublesome kids like this one kid named Julian AKA Hellion. So far Peter had written him up for attitude alone so many times he lost count. Normally Peter thought anyone could be helped but that kid was pure trouble and if he didn't turn around that kid was going to be nothing by trouble one day. They were in a middle of a conversation when both of them just froze.

Peter's spider-sense went off and from the look on Ben's face his had gone off too. They gave a look to each other, one of the benefits of having a clone with all your memories is that he shared the same mind and they didn't have to speak in order to communicate what they had to do. Both of them nodded and went off out of the room to find Kitty, Logan or Rogue since they were the ones that could go to and not have to explain how they knew something was wrong.

'Great first day.' Ben thought to himself going to the computer labs hoping Kitty was there. Peter was going the other way asking a few students if they had seen one of the adults he had been looking for. He found Logan walking down one of the halls.

"Logan!" Peter ran over to him and the burly Canadian stopped and gave him a look. When Peter got up to him he looked around and saw no one around. "We got trouble."

Logan was just going out for a smoke and he was just thinking that maybe today things were going to settle down, he should have known better. "You got that little 'itch' in your head?"

"Me and Ben." Logan swore under his breath, although he had to admit having him and now Ben here was interesting to watch especially to try and keep their secrets, they seemed to have another use with those spider-senses they got.

"Alright let me get the others rounded up, no one should have gotten by our security but just in case I'm going ta get a welcoming party all set for them." Logan told him and went off to gather the troops. This place was not just his home but also a home to the others and he would be damned if another group attacked them like those damn Church of Humanity scum not long ago.

Peter ran back to the other side of the place and found Ben with Rogue. "I found Kitty and she's getting Rachel to spread the word." Ben told Peter. "So now what?"

"Can ya two change?" Rogue asked them, having a couple of other hands would be nice.

Peter and Ben exchanged worried looks. "I don't know," Peter began. "Spider-Man already showed up unexpectedly and if he and Scarlet Spider showed up again then people would get suspicious, even if one of them showed up."

Rogue thought about that and had to admit people would start to talk. She shook her head and sighed. "Havin' a secret identity really is a hard thang ain't it?"

Both men sighed. "You have no idea." They both said at the same time.

"Well can ya point out where tha trouble is?" Both men closed their eyes and concentrated. It was faint but both of them pointed to the West. "Thanks, ya two get ta class." She told them before running off to meet whatever was happening. Both Peter and Ben looked at each other both wanting to help out but they also had their obligations to the students and had to keep their secrets. Both went back to their respected classrooms but it was hard to get their minds on the job when they knew danger was coming.

Outside TJ was just about to make it to the place when a large amount of smoke, the familiar smell of brimstone that always brought a smile to her face even in a time like this. In front of her North Star, Havok, Iceman, Rachel and Kurt showed up in front of her. "Hey dad." TJ said with a grin on her face even though not technically her real dad, it was still nice to see him again.

"TJ!? Vhat are you doing here?" Kurt was surprised to see the former Exile member here, as far as he and the others knew after the Exiles had showed up and left she had gone with them.

"Long story short, I was approached by members of the New Brotherhood and I figure to do the whole double agent thing and learn their plans, but Juggernaut found me out."

"I knew it!" Bobby shouted. "I never liked having him here and I knew he was up to something!"

"Whoa hold on there," TJ said to him sternly. "He also made it look like he killed me and sent me here while he slowed them down." There was a sudden shaking of the ground and everyone looked to the forest where birds were flying out of the place like crazy. "Guess he found another way to slow them down." She muttered.

Havok came forward taking command. "Alright TJ, I want you to stay here and help out with the defenses of this place while the rest of us check this out."

TJ sighed a bit hoping to help out a bit more but if a few of them got here then the children would ba at risk and she had to make sure the kids would be alright. "Alright but you better go then." She urged them. North Star and Rachel took to the skies while Kurt teleported the other.

When Kurt, Alex and Bobby arrived on the scene they found Juggernaut being buried under the ground by Black Tom while the others watched. "We got company." Tom said without looking. "Sabertooth think you can handle the school with me while Exodus and Mammomax deal with them?"

"I was hoping for a fight but since the runt ain't here I'll go."

"We're not going to let you go that easily woody." Bobby said creating and ice blast encasing Black Tom, but he only shattered it. "Damn, I hate it when they do that." The others scattered from a blast from Exodus, Kurt was sent into a tree hard enough to make him see bright lights in his eyes Bobby was making an ice slide dodging to the best of his abilities, while Alex fired his own energy attack at Exodus but he wasn't as phased by it as he hoped.

Mammomax was charging right at Alex when North Star slammed into him as hard as he could. The sound of the impact was heard and felt over the small opening in the forests. Rachel wasn't far behind, she picked up Sabertooth and sent him flying into a tree and saw Kurt laying there hurt and flew down in front of him. "Kurt are you alright?"

He moaned and shook his head trying to clear his vision but just as he saw the smiling face of Rachel the roots in the ground seemed to spring out of the dirt and wrap around them tightly all over their bodies and their necks closing off their supply to air.

Alex saw this and blasted to roots both of his friends fell tot eh ground coughing and gasping for air and then Alex heard a shatter and saw Exodus had broken Iceman's sled and was standing over an unconscious Bobby. "Change of plans, Mammomax deal with the rest of these while the rest of us take out the Mansion before others show up."

The large elephant looking mutant nodded who was currently fighting with North Star still. Exodus just kicked Bobby right into Alex with a sneer on his face before flying off to deal with the mansion. When Alex managed to pull Bobby off him they only had Mammomax to deal with but then he remembered about Juggernaut. Since he survived for years under a mountain he was certain he would survive and saw where on the ground had been disturbed and fired. He sent up piles of dirt and both North Star and his opponent were covered in it.

"What was that about?" Jean-Paul asked taking dirt off his visor. His question was answered as a roar was heard of a very angry Juggernaut as he came out of his early grave. Cain looked around but only saw one member of the Brotherhood to vent his anger on and slammed his fist right into Mammomax's ugly face. His fist hit with such force that the large mutant was sent flying through the air and then making a giant groove in the ground as he came down, he didn't get back up.

"Cain what's going on?" Alex asked him but he just ignored him as Cain walked over to a certain spot in the ground and bent down for something. "Cain? What is it?" He had never seen Cain like this and when he turned around there were two sights that shocked him, the first was a sight he never thought he would see, Juggernaut in tears. The second was of the little boy Sammy who Annie's son Carter, was close friends with was in the large man's arms limp. "Oh God." Alex whispered and heard a gasp from behind and saw Rachel helping up Kurt covering her mouth with one hand at seeing the little boy.

"We need to get back." Was all Alex could say, there wasn't anything else he could say. They just needed to get back before another child was killed during all of this.

Back at the Institute, Peter was trying to focus on teaching the kids but his spider-sense keep on buzzing and was getting worse all the time. He was trying to draw on the blackboard when there was a huge crash sound. "Alright everyone stay here." Peter told his students when he saw them start to panic a bit, some of them were still jumpy after the last time the school had been attacked. "I'll look into this so I want you all to stay where you are."

"But Mr. Parker-" A young student asked.

"No!" Peter cut her off. "This is one of the safest places to be so unless you hear otherwise I want you all to stay right here." He said to not only the student but to all of them sternly. He walked out the door down the hall following his spider-sense and wasn't surprised when Ben showed up. "You too huh?" Ben just nodded, it was hard to concentrate with that buzzing feeling all the time.

When they got closer there was a shuddering again and the sounds of fighting. Then both of them found themselves seeing the huge wood form of Black Tom fighting and holding his own against several X-Men as they were split between him and Exodus.

"Pete." Ben said to him seeing this.

"I know." Peter said looking at them. These weren't just other heroes fighting like the both of them had seen countless times; these were his friends and colleges and just sitting by watching them fight for their school was hard to watch.

A scream was heard and both of them saw Sabertooth attacking a few of the students and both saw a blue woman baring a strong resemblance to Kurt get tossed aside. Both men ran over to her helping her up. TJ had stayed behind like she was told to and when the others started to attack she couldn't stand by, she had to help the kids. Now when she looked at who was helping her up she did a double take.

In the Exiles she had seen many worlds including several Peter Parkers, many who were also Spider-Man, and seeing him and what looked kind of like a twin brother was different. They hadn't been here that last time she and the others came to this reality but didn't care at the moment. She saw Sabertooth grabbing the neck of a young student who had tears falling from freight.

"You have to do something." TJ begged them and saw the look the two shared. "Look I already figure you guys are 'different' if you're the same then the other ones of you I've seen."

Peter heard the young girl whimper and he looked over at Ben. Both had flashes of Uncle Ben and Gwen Stacy people that because of their actions had died and both knew that after this they would have some tough questions ahead. "Screw it, it was bound to happen sooner or later." Peter said and Ben smirked.

Sabertooth was enjoying terrifying the young girl but he had other fish to fry and there would be plenty of time to have some more fun with the kids after the others were out of the way so he was about to finish the girl off but was hit very hard on his side that he dropped the girl and looked up to see two nearly identical men. He growled out and was about to attack when he was a little distracted on how they had the same scent but they attacked again. He swiped at them with his claws but they were too damn quick and agile.

They both fought in sink with each other and they weren't rookies either and they hit hard too. He was leaping in the air when he was hit again and sent though a wall to the outside. TJ had been the one to hit him with one of her bolts. "Ben look after the kids will you?"

"Sure thing." The clone said seeing how the young girl was sobbing in a corner and shaking from her ordeal.

Outside Colossus, Cyclops, Hank, Angle and Husk were dealing with Exodus while the rest were doing their best against Black Tom but it wasn't easy with his new powers. At one point he had wrapped up Storm and Rogue and Gambit with his charged cards and Bishop with his guns fired at the root like vines dropping them.

"You can't beat me this time X-Men!" Tom yelled out at them. "I'm can't be defeated now that I'm like this!"

"I don't think so." Psylock said, it had been some time since she had been anxious for a fight lately to let off some steam and frustrations that had piled up and used her energy dagger on Tom but instead of him falling down unconscious he just roared in pain and swatter her aside.

"My mind is spread out all over you purple haired witch." Tom snarled at her. "You can't focus on my mind like you normally could have."

"Maybe not alone," Emma Frost said with the Cuckoos and other telepathic students behind her. "But she's not the only telepath here." Tom looked uncertain as he felt a giant mental assault from all over the place, Betsy also added her own to it and Tom was losing control. He looked for the other members of eh Brotherhood for help but Exodus was finished and he saw Sabertooth fighting Logan, Cyclops and two others he didn't know that looked like brothers.

He then saw the other X-Men he had left behind. 'That idiot, he couldn't even finish off beaten foes. I should have looked for a better mutant then him.' Tom thought and screamed out as Rachel added her own powers to the mix. All the telepathic assaults were too much for him and without his control his body was breaking down and losing his ability to keep it together. He degenerated into a pile of rotten out wood in the end.

Sabertooth saw that things weren't going his way and tried to make a break for it but ran into Juggernaut and one hit from the massive man was all it took to knock the feral mutant out. After the battle everyone was preparing to deal with the Brotherhood members when Scott walked up to Peter and Ben, he saw Cain carrying the body of Sammy and felt cold inside at the sight of it but he had other things on his mind. He had seen how Peter and Ben had fought, they fought in a way that wasn't human. He looked at the two of them and both had on guilty expressions on their faces.

"We need to talk." Scott said to them.

UP NEXT CHAPTER 40: AFTER THE BATTLE