TheUnknown325: Actually I was trying to make Peter more brooding then whiny, plus you really didn't see much of how he handled the symbiote after it. I'll try to work in Kain.

The Uncanny R-Man: Yep I tried to put in a few things from the past fic to kind of sum up what happed a little.

Mark C: Yeah I wanted to pick up on the aftermath of that suit for this, and Rogue will be the one who could reach him.

Episodic: Fooled you huh? Good that means I still got it. Yeah there will be many ups and downs in this, and mainly all the good fics are on my C2 or favourites lists.

StoneMan85: Yeah it was a bit depressing but that's Peter's mind set, it will get more uplifting trust me.

Multifan: Actually the title just means that the story is starting up again, you're reading too much into things again. Well he's kind of like that at the start but I don't remember much of the FOX cartoon. Sorry but Tabby and Sam will not be a couple in this. Prowler will show up later you can bet on it.

She-Elf: Yes I do have an idea but sorry that's a secret.

Slickboy444: Yeah I really wanted this to flow as a true sequel to a fic. True the Venom suit did do that to him but I figured he would be the kind of guy that would beat himself up on it. Thankfully if anyone could help him Rogue could.

Aaron: Yeah Peter will recover it just might take a bit of time.

KSimonT-X: Thanks man I appreciate the compliment, and yeah I agree with you with how they named it Venom. Oh trust me I got a lot of of plots to do in this one, and if I can't fit them all in. Well I guess that means I have to make this a trilogy lol.

Doza: Yeah sorry for the wait things just kind of came up. Yep Peter is brooding but thankfully Rogue is going to snap him out of it.

Jenskott: Yeah I got a little writer's block on that fic I'm trying but it's not easy to write that story.

Kaliann: I hope this was worth the wait, yep he does need help facing them and he's about to get it.

Thanks to: Blue-Eyes White Knight, calamite, Akira Stridder, band20, Chaseme720, Dr. Sloth78, Laser Crusader, Mimato-4eva, X-Over, psychobunny410, Son Kenshin, Actiondude, X-Spider, Silver Warrior, Spicy Sweet, Zack Strith, Prometheus

THE RETURN OF SPIDER-X

CHAPTER 2: PETER OPENING UP

Peter had finished his meal and was just resting up, he wasn't physically tired just emotionally and mentally tired. He had been trying to hard to just figure things out in his head and to try and get over what had been done to him that he didn't noticed just how tired he got sometimes. All that worry really took a toll on you, especially when you had trouble sleeping at night.

There was a part of him that wanted to tell the others what he was going through but where do you start? Who do you go to? He worried Aunt May enough as it was, and could anyone understand what he went through?

"Peter?" Came the southern voice he knew all so well breaking him out of his thoughts. He looked to see Rogue walking toward him and sitting down next to him. He had to admit she was breathtaking in her own way, so very exotic and unique in more ways then one.

He gave her a small smile as she sat down, "Hey Rogue what's up?"

She looked at him with concern for a moment, "What's goin' on?"

"Huh?"

"Peter, ya'll been withdrawn lately, you rarely hang out with anyone and you seen…Ah don't know scared or somethin' whenever you and me are…well…" She blushed a little, she was still new to the whole romance thing.

"Rogue…I…"

She gently stroked his face, "Please…Talk ta meh. It's about that suit isn't it?"

Peter looked into her eyes and sighed, he couldn't lie to her, not about this. He had done enough as it was he figured, he nodded to her and sat back with a sigh, "I've wanted to talk about it…But it's hard. I mean who do I go to with something like this? Plus I thought I could handle it myself that I would eventually just come out of this," He looked back at her, "Stupid idea huh?"

Rogue smirked, "Ya, you were kind of an idiot there about that."

Peter smirked as well, "Gee thanks."

She moved closer to him, "But you're mah idiot, Peter you should talk about it, ah mean it couldn't have been easy havin' that thang on ya."

Peter shook his head, "You're wrong is was easy, everything was so easy Rogue. It made me feel alive, and in total control of my life and everything around me. It was like a drug, I didn't want to give it up…and now…"

She took his hand in hers, "Go on."

"It's just that I don't know what was the suit and what was me…were all those thoughts mine? Those actions the things I did or…wanted to do." He remembered some of them one of them was on that date with Rogue and him groping her like he had. The thing was if he hadn't have stopped where he had he was scared where it would have led to if he hadn't stopped.

"You know what it's like not knowing your thoughts?"

She nodded her head, "Yeah ah do, ah still have all the memories in mah mind from everyone ah absorb. Sometimes ah get memories or thoughts from them from tahme to tahme…"

"Sorry…I forget about that part of your powers…How do you handle it?" Peter asked her honestly. He forgot just how difficult her powers were, even with the bracelet he had made with Forge allowed her to touch there was only so much it could do. It couldn't help with her mind, although he wished it could.

"With tahme I learn ta deal with it, ah just push them all back." There was a moment of silence between the two of them, "Sometimes I go to tha Professor for help, just to talk. I think you should too, it could help."

Peter though about that for a moment, he really didn't want to hang on to this anymore alone. He hated feeling like this, being like this. "I think you're right."

"Good…Cause ah'm tha one that's supposed to be the dark brooding one in this relationship," She smirked at him.

That actually made Peter smile, "And I thought I was the one that makes the jokes. Guess we're rubbing off on each other."

"Maybe…so come on and join tha others okay? You don't have to talk about it but we're all worried and seein' ya like this is hard on all of us. So what do ya say?"

Peter thought about it, he did miss hanging out with all his friends and all this brooding was just not helping. In fact he was feeling worse and worse about himself. Maybe he should talk to Xavier about this as well. And his Aunt, she always cold make him feel better. Peter was just used to having to deal with everything by himself. Peter nodded his head, he was tired of this, just so tired of it all he needed a way out of this dark pit he dug himself into and the only way seemed to be to let others help him out of it.

"That sounds like a nice way to start but there's one more thing that I think I need to do." He told her.

"What?"

"This," Peter reached over gently and kissed her on the lips. Rogue pressed into it and gave a soft moan feeling the kind of kiss Peter had once given her. He could taste her lips and the slow kiss turned a bit more passionate. 'God how I missed this,' Peter thought to himself, Rogue had a similar train of thought as well. Peter placed a hand on her cheek as they slowly kissed over and over. Too soon for them they pulled away a little both slightly blushing from it, "I think we both needed that."

Rogue could only nod her head and she smiled at him. They got up and took their stuff as then walked hand in hand back to the table. Everyone there had been watching and they were all grins seeing them. Both Peter and Rogue blushed that hey had an 'audience' for that little scene. Peter knew they would get a little ribbing from it but it was worth it.

He knew that he would need time to fully heal over what he went through, but for the first time he felt that he had taken the right first steps.

-Acolyte Base-

Magneto looked down into a training area are his new member of his Acolytes, Felecia Hardy AKA The Black Cat. She had been the first test of his new machine that could mutate humans into mutants. He figured the best way to ensure mutants ruled the earth was to make them the dominant species. Some humans would gladly take the chance at the power he offered them. Ms. Hardy had been given enhanced speed, agility, reflexes, strength. It further made her more like her namesake, she was as quick, graceful and powerful like a cat oddly enough.

She was running on several balance beams, a feet no mere human could do, she flipped into the air and landed with perfect poise and grace. She seemed to like her new abilities they suited her it seemed. He saw Gambit watching her with an interests apparently the two had been spending some time together he wasn't sure if that was a good idea or not but as long as they behave themselves he wouldn't be opposed to it.

"You wanted to see me?" A feminine voice said from behind. He turned to see Mystique there, he was still very displeased with her losing his own daughter, Lance and Tabitha.

"Yes, I have been looking over a few details and I've found some new candidates. Two of which will be placed in the Brotherhood to help your losses." He put some stress on it being hers and not his. She hung her head knowing an implied comment about her failures when she heard it. "One of them is Flint Marko, he's serving time at Riker's and I've already sent Sabertooth and Pyro to help with his 'early release' back into the world. He will be one of my new Acolytes after his transformation.

"Then there is Morrie Bench, he's been in and out of juvenile hall, half way homes and is pretty much a lost cause. No known relatives so no one will miss him if he just disappeared, his personality shows he would embrace any powers that I give him. The other is a young Delia Childress or Delilah as she prefers to be called. She was arrested for assault a few times, but given that she's still just under eighteen she's not legally an adult. She'll help to replace your ranks as well."

"Actually Magneto I think I may have a led on another one," She told him, although what she hadn't told him was that she got this information from Destiny, about a young girl named Sandra Deel that was a groupie in a band of some sort. "I want to go an collect her before she leave the city, she moves around a lot and is hard to track down."

"What kind of person is she?"

Mystique didn't honestly know only what Irene had told her but she did know one thing, "She's a runaway and someone who will not be missed."

Magneto nodded to her, if she wanted to try and get back into his good graces then by all means. "Then you may go. But just to let you know…You still have a long way to go with putting your self back into my good graces." She nodded her head and left without a word.

Magneto looked back to the Black Cat training, finding professionals like her were hard but worth it. He could put her to valued use later one, especially with was is to come. He had already learned of that plot with someone named Trask and some type of robot. He would send her to Oscorp to find out more, he learned that Norman Osborn was the man making the machine for Trask and Magneto want all the data he could get for his own plans. Soon, very soon the world was about to be rocked on its axis.

Then there was that Parker boy, why Charles let the boy go out and play 'hero' he wasn't sure of. Perhaps Charles thought that by having one of his children pose as a hero to the masses they would accept mutant better. There was already different ways of thinking on Spider-Man some like Magneto knew would happen condemned him for what he was. Others seem to praise him and others were either didn't know what to think or had their own ideas. Whatever it was Magneto was sure it wouldn't be enough.

Unfortunately given that Mystique couldn't infiltrate the mansion given that Peter somehow could sense her presence he had no way of knowing, also they couldn't use Lance for information from that Shadowcat girl either. Another change was that the plan of Mystique taking over Xavier's form and posing as him could no longer be done. So he had to alter his plans accordingly.

Down in the training area Black Cat just finished up her training, she was amazed at how she felt. She felt strong, powerful and agile. She never felt better then she had today in all honestly. She had been a little skeptic about going through with this all but the powers she got more then made up for anything.

"Dat was good, you really gettin' de hang of dis." Gambit said with a grin looking her over. He had to admit Felecia was the pure definition of sexuality. Long flowing white hair, long legs and a very nice ass. Flat stomach and perfect breasts, she was the perfect image of a human to him, and after going through that machine she had gown an inch and her body was a bit more athletic now which only seemed to enhance her sexuality. She walked and moved with a grace of a cat and that tight black costume of hers hide nothing and only brought out all the curves.

She grinned at him as she walked over to him swaying her hips in a seductive way. She traced a gloved finger over his cheek looking into his black and red eyes, "Well handsome what can I say? We cats always land on our feet."

He took her hand and kissed it, she smiled at him. It had been like this for weeks now the both of them flirting with each other heavily but neither one wanting to commit to any action other then that. It was a game of cat and mouse, they both knew it and they both liked it. It was fun for them and they enjoyed the teasing and flirting. They were a lot alike, both thieves who loved the thrill of the chase and the action with stealing.

Both of them had even planned out a few crimes together just for fun, although on their next time off together they were considering hitting a few of those places. It was just too tempting, and some of these places were so well guarded that neither of them wanted to hit them on their own but with a partner they knew and trusted well that was different.

"So hot stuff…Any word on when we're going back to Bayville?" Felecia purred out to him in a seductive manner.

Remy knew he was being used for information at that point but kept on the mask, the game was still on as far as he was concerned and he enjoyed the attention. She was the only woman on the team after all, "Not sure, why do you want to go back der?"

"Oh…I have an old 'friend' to see…and a score to settle," She grinned at him. Oh yes she did, that score to settle was with that goth girl with the white hair that laid her out flat. She had never been caught before, never until she came along. Well Felicia was going to show her that this new cat had some new claws to use. She smiled at the thought of taking on that girl again only this time with her own powers the playing field would be more even.

The other thing was that Spider-Man, with Magneto's files she had learned the face of that masked man. Peter Parker. He was cute, but why he wasted his time on the X-Men and this vigilante thing she didn't understand, he had so much more potential and she wanted him to see it and join them. Okay so maybe to join her as well. True Gambit was a hottie, but there was just something about Parker. Then again why not double her pleasure? Two good looking men in her life, what was there to complain about that?

Elsewhere in the facility the Russian young man Piotr Rasputin was walking the halls. He never really smiled or anything anymore except for rare occasions, one being the room he was going to at this moment. He didn't want to work for Magneto, but he owed a dept to the man and he had other reasons, reasons why he had to work for the man. He didn't like his view on mutants and humans, he hated the things he was forced to do and if he could he would leave without a second thought.

But he had more then himself to think of, he came to a room with a package under his arm. He pressed the button and walked into a room, there was a small bed, dresser and bathroom. The room was cheerful colors since he painted it himself after all, painting was one of his passions.

Then came an excited squeal as a seven year old blond girl came running up to him in a dress, "Brother you're back!" She said in Russian.

"Yes Little Snowflake, I am and I brought you something too," He said back in Russian as he gave her the package and she eagerly opened it and smiled sweetly at the stuffed bear inside. She hugged it tightly to her as she thanked him and hugged him.

He hugged her back they were the only family each other had left in the world now. Back in Russia there had been an accident and their parents had been lost. They had no money and no place to go, he tried his best to care for her but she had been sick and he was so scared that she was dying. Then Magneto found them, he offered him a place to stay, medical treatment for his sister and he would earn money to live off of if he worked for him.

What choice did he have really? He had to care for his sister Illyana, she was his world now and he would do anything to protect her. Even sell his soul to the devil himself, and there were times he thought he had done just that too. But seeing her happy and smiling were the only things that got him through the day sometimes.

"Brother will you read to me tonight?"

He smiled as he stroked her cheek, "Of course sister, what story do you want to hear tonight?"

He knew that she still missed their family, normally it was their mother that did this but he would do it. It was one of the few things that gave him peace in life just reading his little sister bedtime stories. He wished he could take her away from all of this but he needed the money and also he was here in this country illegally. He didn't want to think what would happen if the authorities found out about that, and he got the idea that if he left Magneto before planning for that he would find out.

So now, he just book a story book out and with Illyana on his lap started to read to her. The problems he needed to face would be there in the morning but now he just wanted to read to his little sister.

NEXT UP CHAPTER 3: MYSTIQUE'S RECRUIT