Peter couldn't stop shaking. After his call with Ms. Munroe the paramedic led him inside the hospital into a private room were he can grieve without the company of strangers. The queasiness he had earlier came back strong and threw up everything in his stomach. He started to silently cry again wishing everything was just a bad dream that he just had to wake up from. He missed her so bad he could hardly think straight. The paramedic looked like he wanted to pat his back but with how he reacted earlier on the ambulance he decided it wasn't such a good idea.

Instead he left but quickly came back with a bottle of water and a mint. "Here's some water kid and a mint to help because the taste in your mouth after throwing up is so gross. If you need anything else just ring a nurse and they'll come." He looked like he didn't want to leave the poor kid alone but he was a paramedic who still had a few hours left in his shift. "Again sorry for your loss. I have to go unfortunately but hope things eventually get better for you, goodbye." The man left the room.

Peter opened the mint and popped it in his mouth to get rid of the aftertaste. He was glad he was only given a mint and water as he wouldn't be able to hold anything down at the moment. He just stared at the hospitals white wall feeling guilty. He didn't feel like much of a super hero at the moment. He was Spider-man! He saved lives for a living yet he couldn't save his own aunt.

Some hero he was.

But even before how much help was he really? He stopped muggings and rescue cats in trees. The small stuff while the real heroes like the fantastic four or avengers saved the world on multiple occasions. Heck even the daily bugle painted him as a villain if he was no different than doctor octopus or doctor doom. And if they didn't think he was evil people called him a kid(I mean their not wrong but they didn't know that) but still, he maybe only fifteen year old but he was a fifteen year old who could lift up a car easily as if was made of paper.

Maybe he wasn't cut out to be a hero after all as Ben died after he got his powers. He had powers yet he was completely useless to help his uncle who was shot. To add more insult to injury but it was his fault that his uncle was out in the first place and died in result. He had nightmares for weeks after watching his uncle bleed to death. He would often shout in is sleep sometimes waking himself up or May would shake him awake trying to comfort him. He would cry and say it was his fault but his aunt not knowing the whole story would assure him that it wasn't his fault. He just nodded not believing that it wasn't his fault at all because he didn't want to talk about it further. He often dreaded sleeping to the point he only got a few hours of sleep.

She had brought up the idea of a therapist multiple times but didn't want to see one besides its not like he could confide about stuff that happens when he's Spider-man. Not a lot of people know about his alter ago I mean who exactly could even be his therapist? Nick Fury ha not in a million years! He met the guy once and boy did that man have a stick up his ass. Somehow Nick Fury seemed to know everything and of course it didn't take him to long to find out who he was. He basically said shield was keeping tabs on him, if he so much stepped one toe out of line I'll regret it.

The other person who knows his identity is his best friend Ned. He wasn't planning on telling him at all but it was only a few months after he became Spider-man and like a complete dumbass he didn't check his room if the coast was clear before taking off his mask. He completely forgot he invited him to build some legos! Ned left out some kind of gasp and Peter whipped his head to find his best friend staring at his mouth open in shock. He could of said he was cosplaying as Spider-man but that wouldn't explain how he was up on the ceiling. He sighed before caving in telling Ned about the spider bite he gotten from the field trip months ago. His best friend was ecstatic at the news that Peter was a hero but even though he had not planned for him to know the fact that he had someone to talk to about his activities made him feel a little better. After confiding with Ned he started to sleep just a little better then before, not to say it was great but felt the extra hours make a difference in him.

Shit he couldn't contact Ned. His phone was dead and May's phone didn't have Ned's number which he hasn't memorized yet. With the haste of leaving the apartment he had left the phone there as it might as well have been paper weight. Even if he did bring it he didn't have a charger for it. But he wasn't sure if he could say something to him even if he could. It hasn't even been two hours yet so May's death was still quite fresh in his mind. Even he still couldn't believe she was gone and he was the one found her. Finding her on the floor like that he haven't felt so terrified since Ben was shot. Even risking his life fighting criminals he never felt that scared as he was that moment especially since she was his last part of his family.

Suddenly he wondered if he shouldn't live with Ms. Munroe. He brings misfortune to everybody he knows. First was his parents, then Ben and now his aunt. Eventually his bad luck will reach her and she'll too be dead. He wanted to go with her to Bayville but didn't want to ruin the life she already has. Is anybody safe maybe he should just run away and live on the streets that way no one else will die.

Before he could make a decision someone called his name breaking his thoughts. "Peter!" Ororo came rushing in the room towards the boy wanting nothing but to give the teen a hug but refrained herself as some people might not want to be touched during stressful situations. " I'm so sorry Pete. Can I give you a hug?" There was a nurse outside the room occasionally looking in there direction because they can't just leave a child completely unattended with someone that isn't their parent.

Peter was glad she asked as he doesn't like to be touched without consent especially if the person happens to be male. What was done to him at the age of nine still hasn't left him completely. Uncle Ben and aunt May found out what was being done to him they sent him to therapy(he didn't have a choice then) while also getting a restraining order from his babysitter. But he didn't want to think about him as he was already swimming in miserable thoughts so instead he nodded and held out his arms which Ororo gladly hugged Peter. Peter thought he was done crying heavily but as the older woman wrapped her arms around him it was like a dam had broken and he cried in her shoulder hiccupping.

"I got you Peter your not alone." She said patting his back.

"P-Please don't leave me…" He begged

"Don't you worry I'm not going anywhere that's a promise."

"But everyone e-else did. My parents, Ben-" Peter was interrupted before he could finish his sentence. Ororo broke from their hug and looked him in the eyes or at least tried to as he was looking at the ground.

"Hey you listen and listen good I'm not going anywhere." She reassured him. " I promise."

"But-" He tried again.

"No buts okay? Look me in the eyes Peter theres nothing getting in between me and you if I have something to say about it. " He put his head up and looked her in the eyes. He could tell she really meant what she said.

"Okay…" He finally said not truly believing she won't end up the same as the rest of them but she seems confident enough to not let that happen.

"That's great. I think you'll love it at the mansion but there's something I need to tell you before you move there." Despite the terrible situation she is glad to have Peter join her and everyone at the institute but he needed to know just exactly what the school is for.

"And what's that its not haunted is it?" Peter tried to make a joke but it sounded a little flat even to himself.

"No its not haunted. I just wanted to tell everyone who lives at the mansion is mutants. Is that okay with you. I didn't want you to move there with out knowing that first."Ororo whispered the word mutants as she didn't want anyone finding out then she'd have to get the professor to erase their memories like the did when the brotherhood exposed them. Having a bunch of teens with super powers someone is bound to find out about it eventuality if they lived in the same place not that she intended to hide what they could so in their home. She just wanted to warn him before he moved there as he's dealing with a lot of things already and didn't want to add even more stress to the teen. And the fact both Kurt and Hank would scare just about anyone if they weren't prepared to what they looked like.

Peter blinked. Of all the things she could of said he didn't expect that. Realizing she was waiting for him to respond he said. "No that doesn't bother me at all. Your all just people like the rest of us." It would be wrong to judge them based off what they could do. He was Spiderman after all. Sure they're are bad mutants out there but its know different then non powered people using weapons. Its all about the person behind the power/weapon and what they choose to do with it.

From the look of things she has know idea that he is Spider-Man. If Ms. Munroe knew about his powers she would have mentioned it by now. It's a complete coincidence that the place he's moving to just happens to be a home to super powered individuals like himself. Ned would sure have a field day hearing about that.

"I'm glad you think that way. May raised you well. She would be absolutely proud of you." And she was also proud of him. Charles is right that human and mutants can coexist peacefully. Perhaps one day people on a larger scale will accept them but for now Peter was enough.

He heard the compliment she gave him but frowned. He sure didn't think he was anything to be proud of since she had died while he was away having fun.

"Oh Peter its not your fault you hear me! No one could of predicted she would have a heart attack." Ms. Munroe said to him.

"Oh… are you a mind reader then?" She must be a mind reader if he knew what he was thinking.

"I'm not a mind reader Pete. But I can control the weather." She first looked around to see if the coast is clear before making a miniature rain cloud above a plant in the corner of the room. Peter watched in awe before Ms. Munroe stopped as the longer she used her powers the bigger the risk of someone spotting it.

"That so cool!" Pete said excitedly but it didn't last very long. "But how did you know what I was thinking if your not a mind reader?" He was very confused.

"Peter you said that out loud." She raised an eyebrow at him watching his face turn from confusion to embarrassment.

Oh crap! He didn't realized he had said that out loud instead of just thinking it. "Sorry."

"Hey now there's no need to say sorry. Your going through a ruff time. It might not seem like it now or maybe months from now but things will get better with time. But however long it takes you'll have me and everyone else at the mansion so you wont have to go though your grief alone." Ororo told him. It was the truth.

When Scott was depressed years ago from losing his brother Alex she along with the professor had helped him overcome some of that grief. He had come to terms of losing his brother over the years but recently reunited with the blonde shocked to find out he was alive all along. Granted that was unfortunately impossible with Peter.

"Now usually emergency guardianship takes one to two weeks but I know May has me on her will as the next person to take care of you. We show them the will and it will be only a couple days at most before I can take you with me."

"A-aunt May has a will?" Ororo nodded confirming.

"Yes about after a week when Ben died we got together for some coffee. She brought up if anything were to happen to you she'd like me to take care of you. I guess after her husband died she realized if anything happened to her you'd be left alone and she didn't want that to happen. I accepted and she wrote me on her will." She explained to him. "Unfortunately you'll be stuck here for a couple days till I can get everything set in motion." She hated that she couldn't take him right away but there was laws for a reason.

"Oh…" Of course there's a wait. He was already miserable but now he had to stay at the hospital to remind him of what he just lost.

Ororo just smiled sadly at him. "I know its going to be a tuff couple of days. Is there anything back at the apartment I can get for you to make things easier?"

"Yeah… I could use my phone and a charger. Maybe some clothes too?" He said solemnly. He handed her aunt his apartment key. He had one and May had one. He guesses her key was on the key rack that she hung up next to the door so she never forgot where she put them. He wasn't worried about Ms. Munroe finding his spider suit as he had a good hiding spot for it. After all May hadn't discovered it and he had been Spider-man for months.

"Done. Where did you leave your phone and charger?" She asked.

"Uh I dropped my phone on the floor after seeing…" He shook his head not wanting to finish his sentence not that Ororo could blame him. " My charger is plugged in an outlet next to my bed." He had forgot to charge his phone because he was out on patrol and was so tired when he got back he basically fell asleep as soon as he changed out of his suit.

"Alright. I would stay longer with you but visitors hours is nearly over. I'll pick up the things from the apartment and I'll come back in the morning. If you need to talk before then you have May's phone."

"Wait um… aunt may has a safe in her bedroom. Her will is probably in there. The combination is her birthday."

"Thank you Pete. See you tomorrow." She waved him goodbye.

"Yeah see ya." It was going to be a long night as he knew he wasn't going to be able to sleep at all.

With Ororo

She honestly hated leaving that boy but the sooner she gets things going the sooner she can bring him home. She remembered where May's apartment was and drove towards there. They usually liked to go out and do things instead of staying at the apartment. It didn't take to long to get there as it was night time so not as many people were out driving. She parked the X-van in the lot and used the one key to get into the building and used the elevator to floor seven. She went to Peter's and May's apartment and opened the door. Inside would usually look welcoming but instead felt down considering what just happened hours ago.

Like Peter said his phone was on the floor so she picked it up. The phone wasn't anything to fancy as it was just a pre paid phone. The phone had a crack going from one corner to the next. She decided she was going to buy him another phone soon. Before heading to Peter's bedroom a wall of photos caught her attention. Several pictures in frames covered the living room wall. Pictures of Peter, May and even Ben was shown. She awed at a picture of a young Peter holding up a ribbon showing first place for a science fair. He must have been seven or eight. The next one Peter looked about a year older. Except he wasn't smiling in the photo. Looked like he was on vacation standing in front of the ocean the sun shinning on the water.

Years ago May told her something heartbreaking. She didn't know exactly what happened but May told her in anguish that someone named Skip had done something unthinkable to Peter but didn't say exactly what it was. Whatever it was it seemed to suck the life out of the boy. The poor boy has been through so much. Over the years it seemed Peter slowly gained back some life in these pictures. Some of the recent pictures did look a bit sad but that was probably due to Ben's death. She also noticed he stopped wearing glasses in the last year or so. Maybe he wears contacts now? She'll have to ask him later about it.

She found Peters room and went inside. Peter's room was mostly tidy save for a few articles of clothing on the floor. She opened his dresser and grabbed a couple of days worth of clothing and then proceeded to get Peter's phone charger. She also found an psp on his dresser and thought it could help distract him when she was not with him. There was a case next to it with some games in it and a charger.

Then she headed for May's room to grab her will. She found the safe and turned it using May's birthday opening it. Inside were her and Peter's social security numbers, birth certificates stuff they definitely need to keep with once he moves to the mansion. She found May's will and read it. Sure enough she was named as Peter's next guardian if something had happened to her. A few tears dropped from her eyes onto the paper. " May w-why did have to go suddenly?" She then started to cry the rest of the day catching up to her. After about fifteen minutes she composed herself together. Now that she had everything she had no reason stay here anymore and left to get a hotel nearby.

She asked the professor if he wouldn't mind paying for Peter's aunts funeral. Despite being midnight Charles texted her minutes later saying yes paying for the funeral would be no problem at all.

She came to visit him the first morning like she promised but stopped on the way and grabbed some breakfast from McDonalds because hospital food isn't the best. She had given him everything she picked up from the apartment and the food. He looked like he didn't get a wink of sleep but that was understandable. His whole life changed drastically over night and not in a good way. She had charged his phone during the night so he could use it in the morning.

"Thanks Ms. Munroe." He said unwrapping his breakfast sandwich and taking a bite. He wasn't really in the mood to eat but ate anyways because he didn't want to come off ungrateful.

"Please call me Ororo. Being called Ms. Munroe makes me feel old."

Peter Nodded then looked at his phone which had a bunch of texts from Ned asking why he wasn't at school and if it had anything to do with his extra activities. He proceeded to text his best friend while Ms. Munroe was eating her own breakfast.

Peter: Something bad happened but nothing to do with my extra activities.

Ned: What happened are you okay?

Peter: I'm not okay. May died last night from a heart attack.

Ned: Omg I'm so sorry Pete. What's going to happen now?

Peter: wait until Ms. Munroe can get custody of me.

Ned: Who is she?

Peter: She's my aunts best friend.

Ned: Oh. Are you going to still be at midtown?

Peter: No idea. I'll ask.

"Ms. Mun- err Ororo. Will I be still going to Midtown?" He caught himself before he said her last name fully but it was going to be a hard habit to break.

"I Know you probably have a lot of friends there at midtown but Bayville high is closer. It may not be Midtown but I think you'll like it there. Any friend is welcome to come over and hang out as long as you get permission first." We certainly don't need another situation like when Rogue invited a friend over without telling us and almost exposed our powers. Luckily we were able to avoid that.

Peter looked down in disappointment but nodded. He knew it was a possibility he would change schools. Ned was the only friend he was leaving behind at midtown. On a plus side he won't have to deal with flash.

Peter: looks like I wont be going to midtown anymore :(

Ned: Aw man :(

Peter: But she did say your welcome to come over whenever as long as I got permission

Ned: Really that's awesome! Where are you moving to?

Peter: I'm moving to Bayville

Ned: At least that's not to far away

Peter: Yeah

Ned: Oh sorry Pete I got to go. I think the teacher is getting suspious. Ttyl.

"So later today I set up an appointment to talk about May's will and hopefully I'll be able to take you to the mansion in a few days." She informed him. "Until that happens I'll keep visiting you."

The next few days were slow and terrible and he got very little sleep. Ms. Munroe kept visiting and Ned text him often making sure he was okay. But besides those things Peter usually fell into a deep funk thinking about May and other dark thoughts. Sometimes he would feel so sad and cry so much he couldn't think. But she and Ned did everything they could to help him. They worked somewhat but he still felt broken. Sometimes he would try to play star wars battlefront on his psp but his heart just wasn't into it.

He was spiraling into dark thoughts again before accidently falling asleep because next he knew he was being woken up by Ororo. It felt hard to breath.

"Hey look at me Pete breath as I do. In and out. In and out." He did what she said and his breathing felt better.

"T-Thanks." His voice was raspy from his nightmare.

"Your welcome. I know everything has been sucky the past few days but I got some good news for you." She smiles at him.

"And what is that?" He was hoping he could finally leave the hospital but wasn't fully sure if that was it.

"They approved! You can now come live at the mansion." She's happy to be able to take Peter home now. She visited when she could but that could only do so much.

The corner of Peter's mouth curved up slightly momentarily forgetting his nightmare. "Finally. I was getting tired of eating that monstrosity they call Jello here. " He joked feeling just a tiny bit better.

AN: Whoo this chapter is double then the last one! Next chapter peter will meet the rest of the xmen. Hope you guys enjoyed the chapter and have a nice 4th of July! Until next time.