AN: Sorry folks won't let us respond to reviews in fics anymore but I still will respond only with that new 'system' of theirs.

RETURN OF SPIDER-X

CHAPTER 7: A COUPLE OF TENDER MOMENTS

-Outside the Mansion-

It was a beautiful morning as May Parker and Charles Xavier were having their daily tea session. It had become a daily ritual for them and both were glad to have them in their lives and for this little ritual as well. Back in New York May had always tried to keep busy when Ben was at work and Peter at school. For Xavier it was the same with the children went off to school. For Xavier it was nice to be able to just enjoy the day with someone like May.

Even though with a mansion this large there was always something May could help with to keep it nice and clean which helped to keep her occupied. It was nice to take a break with Charles and just talk. It was nice being around someone her own age all the time and he was a very interesting man as well, he had been all over the world and his empathic nature reminded her so much of her beloved Ben. She looked down at the wedding ring she still wore and started to toy with it slightly remembering all the good times, when they first met when she had been with her best friend Mary who would later marry Ben's brother Richard. Dating him, falling in love, when he proposed, and the day they married each other.

Xavier looked at her sad face and couldn't help but notice her looking at her wedding ring. He also couldn't help feel what she was feeling at the moment, normally he could blot out these things but May was just projecting them and being so close it was hard. "You still miss him greatly," He said gently to her, it wasn't really a question but she nodded anyway.

"I still can't believe he's gone…I know it's been nearly six months but it's still hard. I keep expecting to see him in the morning." She was glad that she also stopped trying to turn to him and ask him something only to realize he wasn't there. It was like there was another hole in her life now, fist her friend and sister in-law, and her brother in-law, and then now her husband. It was why she was always worried about Peter, she didn't want to lose the last member of her family.

Xavier placed a gentle hand on hers and she eagerly took it looking at him with her eyes tearing up. "I'm sorry about this."

"Don't worry about it, believe me I know what it's like to lose someone close to you and the pain it brings." He said to her in a soft and caring tone. He did know he had lost friends sometimes with his work as a medic and also the death of his mother when he was so young. She gave a small smiled as she wiped her eyes, it was nice to have someone to talk to at times.

"Thank you Charles it has been hard…But being here has helped me to deal oddly enough. With all the children here I've felt that I've found a place where I can be of use and some of them really do need help in their lives." May thought back to all the things she had heard of their lives before here. Some of them had just been very sad things. She remembered young Ollie's life, her parents abandoned her, watching her Uncle die, then live on the streets. It was a lot for someone so young but she seemed so happy to be among others.

She gave a small smile at a few memories such as her and Peter playing around with each other. It was almost like she had adopted him like a big brother at times. He gave her those silver web things for her and taught her all he knew about his own powers to help her.

Xavier nodded his head, "Believe me I know, for the last few years of my life it's like these children have given my life meaning as well. They are the future and in a way I feel proud to help shape their lives."

May gave a small smile, she had told him how Ben and her had been unable to have children of their own. How they took Peter in and raised them as their own. To Peter they became more then just an aunt and uncle they took the role of parents to him and Peter took on a role more close to their son in a way. They were the only family they had to so of course they were close. "You sound more like a parent then a teacher."

He chuckled a bit at that, "Yes I suppose I do in some ways think of them as my children. Some of them even have no homes to go back to or at all so I've tried to make this place not only a school but a home as well."

"I'm surprised you never married and had your own family." May commented sipping her tea.

Xavier's face fell a bit as a hint of sadness and maybe even regret came on it, "Actually I was married once about seventeen years ago but…My marriage fell through. We argued constantly near the end of it and so we divorced." It was a sad thing for Xavier to remember. He remembered how in love he had been with Gabrielle Haller, and how she even accepted his mutation. He had thought that maybe they could have worked things out that they could have had a life together but something just didn't work out.

He had been starting his work on mutants when things had gotten rough on them, maybe he should have spent more time with her and not let his work consume him. But either way it had ended and so now he turned his life to the children.

"Did you have any children of your own while married?" May asked she had never seen this side to him. He looked so vulnerable at the moment like she was seeing a part of him that no one else saw.

He shook his head, "I'm afraid not, but maybe that was a good thing. I don't think that I could cut out a child of mine out of my life and I didn't want to feel that we had to stay together for the sake of the child."

"Do you two ever talk to each other?"

"No, we've pretty much given each other space. It's been years since I've heard of her," He sighed deeply as he thought back to that time. He saw the sympathetic look in the eyes of the woman across from him and now felt that it was her hand on his. It was strange how this woman who was in many ways just an ordinary person but once you got to know her she was just this very kind and noble woman who seemed to be able to empathize with you. He found himself sharing things with her that he had never told anyone, maybe it was just because they were about the same age or that maybe it was just nice having someone he felt he could talk to about his problems for once.

Everyone just came to him and although he did love helping others, there were times when even he needed someone to turn to and it looked like maybe May was that person. She too had her own pain to deal with and maybe in this strange way they could help each other. He had seen her work with the other children. The youngest ones adored her and she even reached the more troubled cases as well. Wanda seemed to be a bit more open to her then the other adults and even Lance couldn't seem to disrespect her.

It was funny in a way, maybe she could help complete this strange family of outcasts and misfits. She also got along with Ororo very well as the two talked much of that time and he had to admit having someone who can put even Logan in his place at times was amusing to watch.

They continued their tea drinking turning the conversation to happier topics, but both knew that they had let down their guards and had shown each other a small part of their true inner selves.

-Over 6 Months Ago-

Olivia "Ollie" Osnick was bored. She was in her room trying to study with this math book her Uncle had given her. Since because she was various shades of grey she really couldn't go to school or outside that often, usually she only went out on Halloween when people thought she was just in a costume or in Winter when she was covered up. It was the fall as she hated being stuck inside.

Her Uncle ran a dojo downstairs and had a large loft above it that they lived in. The windows were tinted so people seeing in couldn't make out much. She sighed as she looked outside seeing the kids playing out there. She remembered how sad her Uncle got when he had to explain things when she first asked questions like, why she looked different. Why she couldn't go to school or go out to play like normal children.

She was old enough now to know why but it still hurt. Her Uncle taught her and even trained her, but that night things were different. She was just watching cartoons when there were sounds of a struggle. She turned off her TV and walked out of her room when the sounds of something breaking were heard. Spyder ran to the door that led downstairs when it opened up and her Uncle was there but he looked battered a bit and was bleeding from his mouth and looking tired and hurting. He bared the door and took her by her shoulder kneeling down to face her. "Uncle what's going on?"

"Olivia listen to me," He gently told her, he only called her Olivia when things were either very serious or he was disappointed with her. "There are bad people here and I can't let them find you, you understand?"

"Who are they?"

"That's not important we don't have time to get into it but listen to me I want you to hide."

"No! I can fight with you!" She told him looking into his eyes, "You taught me and I can help!"

"No!" He said sharply, "There are too many and they are more trained. Please Olivia…I love you like a daughter and I can't lose you. I swore to myself I would raise you the best I could and keep you safe."

She felt tears in her eyes, "But I don't want you to…"

He gently brushed away her tears as she saw him cry a bit, "I know my little spider, but I have to do this." There was banging on the door as they were trying to force their way inside the room. He quickly picked her up and into her room, "Please hide, they don't know about you and I want to keep it like that so whatever happens please don't come out and I want you to hide and not make a sound. Can you do that for me."

She tried to hold back her tears and nodded. He Smiled and hugged her one last time as she hugged him back. "Know that I will always love you Olivia and that I'll always look after you." She tried not to cry she wanted to be brave for her Uncle. So she hide in her room and to her horror from her hiding spot she watched. She watched the men in black attack and fight her Uncle. He fought bravely but there were too many they wore him down and by then end he was too weak to defend himself.

She heard the final blow and her Uncle make one final sound. She laid there silent tears falling down her face as she shut her eyes trying not to make a sound. Her heart was breaking and she couldn't let it out, she was afraid of being found out and she made a promise. She laid there in silence in her hiding spot long after they were gone. When they she was sure they were gone that's when she started to cry her heart out.

After that she was alone. She walked through New York covered up and alone, eating whatever she could find sleeping in boxes or even out in the open in dark alleys. She had never felt so alone in the world, everything she had was taken from her. She cried herself to sleep all those nights and just kept on moving and struggling to survive.

When people saw her skin they called her names such as freak or monster and chased her. She used her powers to stay ahead of them and out of trouble. Then one day she had been at a bus station tired and nodded off. She woke up to being poked in the side and a security guard there. "Hey what are you doing here kid? Are you homeless?"

Her clothing was pretty bad, and she hadn't had a shower in the longest times. The guard took out a radio, "Hey Mark I think we either have another runaway or homeless kid here. Better call social services."

Her eyes widened at that, they would find out that she was different that she wasn't totally human. She had no ideas what the authorities would do but she kept on seeing her self in a lab being experimented on with them trying to figure out what she was and how she got that way. So she had done what she always did, she ran. He called out to her but she didn't listen she just ran.

Soon other security guards started to come after her, she ran and slide through the legs of one and got up and ran fast without breaking a beat. When she hit a corner one of them grabbed her from behind, so she did a sequence of attacks that her Uncle taught her for larger opponents. She kicked him in the shin, then an elbow to his gut and finally used all her strength to flip him onto the ground. She didn't stop, she just kept on running.

She slid into a bathroom and into a stall hiding and gathering her breath. She was weak from not enough decent food and rest but she knew she didn't have that much time. Sooner or later they would check here, she leaned back and looked up the ceiling and saw an air vent. She remembered how on the TV people used them and she was small enough to easily fit. She was lucky no one was in there with her so it made crawling up the wall and into the vents easier.

Unfortunately she got lost pretty fast in there and it took her over half an hour to just find a way out. She managed to slip out into where the busses were stationed with people walking on and off them. She knew she had to get away fast before they saw her again. She managed to quietly make her way to one of the back of the busses and climb up on the back. She crawled onto the top of it and hung on as she waited for it to move again. She thought that it was just a city bus but she had no way to know it was going to leave the city until she had.

By then she was really scared, she had never been out of the city and had no way of knowing where she was going or how long it would take her. It was a long hour drive and she had to cling to the bus the entire way. It was hard because she had never done that before and it was also very cold that night. By the time the bus stopped she got off and ran off before anyone saw her. That was the day she arrived in Bayville and two weeks later was when that gang of thugs saw her face.

She had been begging for change when they had found her and started trouble. During that, her face was exposed and they saw her for what she really was. So once again she ran, being chased again. She was so tired of this and wondered if that was how the rest of her life would be like. But thankfully that night was when she met someone that would change her life forever.

-Present-

She didn't know what was going on, last thing she remembered was that awful day that had taken the only family that she had. "Ollie!" She registered someone calling her name and hands on her, she looked over in the night and noticed that it was Peter only he still had on his Spider-Man suit without the mask on. "Ollie you okay? I was just getting back in when I heard you crying out."

She sniffed a few times, and turned her head she hated it when people saw her like this. She hated feeling weak and so exposed to people, she had always tried to be a tough girl to not let things bother her. Spyder had to think that because other wise the pain of her parents abandoning her, never having a life outside her Uncle's place and then that day she lost it all.

Peter sat down and put his arms around her. "Hey it's okay remember that first night here?"

She gave a small smile at that, she had that same nightmare and Peter had been there for her. He had just been a stranger to her then just someone that had similar powers to her and had taken her off the streets and to a knew life. Now he was like the big brother she had always wanted. She turned her head and buried it into this chest and hugged him close. He hugged her back slowly rocking her a bit and stroking her grey hair. It was strange in a way how close they had become but he didn't mind it at all. He felt the young girl there in his arms and couldn't help but sympathize with her, he knew her pain all too well. The questions she must ask herself like if she did something different or if she had acted sooner, all the should of, could of and would of questions.

"It's okay," he whispered gently to her resting his head on hers. His Aunt had been there for him as he had been for her from the start of Ben's death. But she had no one for the longest time, she needed someone there for her and since he knew what she was going through so he wanted to be there for her. Peter still felt the death of his Uncle on him and he knew he would always feel that way.

"Peter…Thanks…For everything…" She said softly trying to get the lump out of her throat.

He smiled at that moment, "Hey you don't have to thank me for anything."

"Yes I do," She told him just enjoying being held. "I would still be out there…Alone…"

"Hey you don't have to worry about being alone ever again," He told her, he couldn't imagine being alone in the world with no one to turn to. Sure Peter had known loneliness after all he only had Harry and MJ as friends but he still had them. Now he had many friends and even a great girlfriend. "You'll never lose us Ollie, you'll never be alone again."

She felt so much better hearing that. She felt nice and safe in Peter's arms and it was just nice to have him there at that moment. Peter didn't know just how long he had been holding her but after awhile he had noticed that she had fallen asleep. He smiled down at her and tucked her back into bed. He took a moment to just look at her sleeping and hoped that she slept better this time. "Don't worry I will make sure that nothing bad happens again," he said softly to her gently moving some hair from her face, "Besides we spiders got to stick together right?" He smiled as he quietly snuck out of the room and closed the door behind him.

NEXT UP CHAPTER 8: ELECTRO: ROUND 2

Well you asked for it and you'll get it people, Max and Peter go at it again.