A/N: thanks to everyone who favored, followed and reviewed.

To the person asking about the telepathy Peters spider sense wont go off unless the telepathy is has ill intent towards Peter. And both Xavier and Jean don't read minds without permission or if its an accident and this story takes place after Jean loses control of her telepathy.

Notes on the story: year takes place closer to todays date as xmen evolution didn't have texting in the show. This story takes place in between the episodes joyride and mindbender in xmen evolution. Also when nick fury pops in he'll be the one from the movies not the cartoon.

As I mentioned before skip/sexual abuse will be mentioned or referenced in chapters( was referenced a few times already). It wont be anything graphic or anything but i'm still giving a heads up.

I don't own xmen evolution or spiderman

Edit: thanks to the guest for letting me know the mistakes. That will be the last time i let auto correct handle rogues name.


The day after Storm left the mansion

Kitty's alarm went off and hit the alarm or at least she tried to but her arm went through the device which short circuited making the noise stop. The brown haired girl groaned before mumbling " Not again…" This was now the third broken alarm clock since she moved in the mansion. While she has good control over her powers now thanks to the institute she still once and awhile messes up especially being half asleep.

Rogue her roommate chuckled from her bed across the room. "Maybe we should ask Forge if he'd be willing to make a special alarm clock for you. That way you won't have to kill another alarm clock."

"Oh shut up!" Kitty threw one of her pillows at the goth missing.

Rogue stuck her tongue out at kitty not really to offended. "Hey I was just sayin'. But whatever lets get ready for school Ms. Crabby pants." When rogue first joined the X-Men she wasn't very liked or trusted by everyone including Kitty but as time went on they learned that Rogue wasn't the big bad they thought she was. Once they all broke the ice Rogue became a valuable member of the team and even became friends with some of them. Kitty could probably say Rogue was even her best friend now not that the goth girl would say it out loud.

Since her alarm clock was dead she checked her phone for the time and it was just past seven a.m. "Ugh I hate getting up early. The only reason one should get up this is on Christmas morning!" She complained but got out of her warm bed anyways and yawned. It wouldn't be so bad if it weren't for the early danger room training sessions on every Saturday. She walked over to her wardrobe and contemplated on what she was going to wear before grabbing her favorite outfit the one with the pink cardigan.

'Good morning everyone. Once your done with breakfast please head over to the main lounge. There's something I need to tell everybody.' Professor Xavier announced in everyone's minds using his telepathy. Both Kitty and Rogue jumped a little still not used to being talked to inside their heads.

"Like whoa! What do you think he wants to talk to us about?" Kitty said as she picked up her school bag.

"Your guess is as good as mine." Rogue said back shrugging. "Come on lets get breakfast before the blue fuzz ball eats everything."

"Right. Sometimes I think he has a bottomless stomach." Kitty nodded following the girl to the kitchen.

"Ya think? Girl I know he has a bottomless stomach. He eats a second breakfast like he's a hobbit." She quipped back causing Kitty to giggle.

Entering the kitchen they were greeted by Jean. " Good morning Kitty, Rogue. Sleep well?" The red head said as she peeled an orange using her telekinesis. The only other people in the room was Amara and Jamie(Although Jamie was currently three people)

"Morning!" Kitty said back. "I slept well you?" Kitty grabbed a bowl to put some fruity pebbles in and poured an almost empty carton of milk into it finishing it off.

"I slept wonderful." Jean smiled at them biting into her newly peeled orange.

"I slept fine." Rogue told her the red head. When she first moved here she didn't like Jean at all. She hates to admit it but she was jealous of Jean because Scott had eyes on her when Rogue wanted his attention to herself. After getting to know them she now knows they both have a thing for each other so she gave up her pursuit of Scott(easier said than done). Now talking to Jean feels a bit more normal although sometimes the occasional jealousy still slips through. Rogue didn't feel like eating cereal so she took some whole wheat bread and put it in one of the toasters. While waiting for her bread to cook she grabbed a plate and some strawberry jam asking. "Where is everybody?" Normally the kitchen was chaos in the morning filled with mutants.

"Scott ate already and left for the lounge, the rest haven't even come in yet." Jean explained.

"Do you know like what the professor wants to discuss with us?" Kitty wondered. Jean shook her head no.

"Yeah we have know idea." Said Amara joining the conversation. "I guess we'll find out soon."

Minutes later more and more students assembled into the kitchen making it the normal businesses it usually get too. Among them was Kurt and Evan.

"Yo! Where's auntie O?" Evan asked after looking around the room but finding it was only filled with students. His aunt usually joined them for breakfast and to see her not there was unusual.

"No idea. Scott and I were the first ones in here today." Jean supplied. "I'd love to stick around and talk but its getting a bit cramped in here so I'm heading to the lounge. Later everyone." After saying goodbye she left since she was done eating she didn't want to take up any unnecessary space in the kitchen.

"That's weird maybe Storm's in the lounge?" Stated Kurt.

Evan just nodded thinking that idea made perfect sense. Grabbing some fruit and some juice he sat down next to Bobby who was trying to impress Jubilee with some ice creations.

Kurt meanwhile multiple pop tarts and a few donuts making some people look at him funny while the others ignored because they were used to seeing him eat so much.

Kitty finished with her cereal took a banana with her as she left the kitchen in case she happened to be hungry before lunch started.


In the lounge

Charles was in the middle sitting in his wheel chair while Hank and Logan were standing right next to the professor. Some students tried asking what the topic was about but said to wait until everyone else was present. Ororo wasn't with them much to the confusion of the students. Once all the students arrived Charles spoke.

"Now your all probably wondering why I called you all here this morning." Which he got several nods saying yes he continued . "Ororo last night received some tragic news." The reaction was immediate everyone turned from curious to worried.

"Is my aunt okay?" Evan practically shouted. His aunt meant a lot to him so if something happened to her he didn't know what he'd do. Sure his parents were great but they didn't have the same connection he has with auntie O with being a mutant and all.

"She's fine at least physically. Unfortunately her best friend passed away last night unexpectedly." Beast said and everyone gasped. " She'll be gone for a few days. Her friend May Parker had a nephew living with her and now that she's gone he has no where to go so Ororo is going to take him in. So in other words he'll be living here with us."

"Is he a mutant?" Asked Scott thinking if storm was taking him in he must be a mutant. Being in foster sucks already but add being a mutant in the mix that's a recipe for disaster.

"Not that we know of." Charles said. "I know that's highly unusual to have a non mutant living with us but Peter already knows that we are mutants and is completely fine with it."

"For a second there I thought I'd have to hide the way I look at home too." Kurt said not to be mean but didn't want to hide his powers/looks to the one place he can be himself.

"We would never ask for anyone to hide their appearance or powers in a place that's supposed to be home. " Hank said.

"Unless somebody invites someone that doesn't know about our powers then we don't have to hide at all." Wolverine jabbed at Rogue who scoffed.

"That was one time ok!" She glared at Logan who just smirked. "I won't do it again."

"Of course you wont."

The professor cleared his throat. "Anyways his name is Peter Parker and he's fifteen years old. He's going through a tuff time from his aunt passing so please be welcoming to him as you can." The professor told them.

"Of course professor we'll make sure he's welcome here." Said Jean. " Whether he's a mutant or not doesn't matter to me."

"I trust your judgement professor. If you say he doesn't mind us mutants I believe it. " Scott says. "We'll do what we can for him."

"Yeah and we're not the brotherhood. He'll be right at home here with us." Kurt says excited to make a new friend.

"I'll be friends with him professor. With everybody's support here I'm sure we can make a difference." Kitty adds.

" And sure auntie O could use some support as well." Evan said making a mental note of texting his aunt later sure it will make her day a bit better.

"I'm glad to hear all of that. I just wanted to inform you all before you headed out to school. Have a good day everyone." Charles said. While everyone else was leaving he was approached by Kitty.

"Oh yeah Professor!"

"Yes?"

"I uh… kind of need a new alarm clock." She said causing him to raise his eyebrow.


With Peter and Ororo present day

" I know it might be difficult but before we head to the mansion is there anything you need to get from the apartment?" Ororo asked Peter as they got into the X-van ready to leave the hospital. "Its okay if its to much right now." She wouldn't blame him if he says no. It was hard enough going herself but Peter was the one who discovered her body there.

Peter thought for a hard minute before saying. "I don't want to go… but I need to go." May's apartment was the last place he wants to be but his Spider-Man costume was in his room. If he wanted to continue going out as a vigilante he must go and get it himself because he was the only one who can. His Spider-man costume wasn't anything special high tech but practically a onesie(not that he would say that aloud)he made himself. The fanciest parts of his costume was his web shooters and some goggles that helped him from feeling overwhelmed because his senses were dialed up to eleven. His costume wasn't the only thing he wanted from the apartment. He also wanted to grab some photos of May and Ben.

"I understand. Do want me to come with you inside or should I stay outside the apartment?" She gave him the option. If he said no she wanted to be close if he happen to need her

"I-If its not to much trouble I'd like to go in alone." It will make grabbing his costume easier if he was alone. But he knew he was going to be a huge mess(more so then he is now) going inside the apartment and didn't want to have a breakdown in front of Ms. Munroe.

"Just remember if you need anything just shout and I'll come inside." She told him.

"Okay." He wasn't going to call because he doesn't want to be a burden and ask her to come into the apartment of her best friend.

"And your probably wondering what happens to everything else you don't bring with you from the apartment. We're moving everything there to the mansions storage at the end of the week. You can go through the stuff at your own pace and decide what exactly you want to do with it."

"Oh thank you."

It didn't take very long at all but they arrived at the apartment. This would be likely the last time he steps foot into the place he and May lived. He closed his eyes trying to work up the courage to walk inside.

"Hey take as much time as you need okay? We got all the time in the world." Ororo said causing Peter to jump.

"Err… sorry I was in deep thoughts and-"

"Hey no need to explain your self it happens." She said with complete understanding.

After spending what feels like an eternity in the X-van Peter steps out the vehicle talking a long deep breath. Ororo came out after him following him to his apartment . "Now or never." He felt if he didn't go in now he would never get the courage to go in. Even if Ms. Munroe said it was okay he didn't want to waste any more of her time.

He decided to take the stairs instead of the apartment elevator delaying his arrival by several minutes. With shaky hands he fumbled the key into the door lock opening it. He went inside while Ororo stayed outside per to his wish but reminded him if he ever needed her she was just outside the door.

He didn't get very far before looking at the spot where May had collapsed and died. He stopped breathing for a minute. He forced himself to look away and walk to his room. He managed to get himself breathing again but it was more ragged breaths like he just ran a marathon.

He grabbed a bag he used before for vacation and started stuffing it with clothes. The bottom of his dresser had a false bottom that he made himself to hide his costume from May. He went ahead and moved it taking his costume before putting it in a separate smaller bag before putting it onto the bottom of his bag. He also picked out some of his favorite legos sets filling the bags top. He didn't know when he'll feel like building legos again but looking at his already built ones made distracted him from what was going on even if it wasn't very long.

He quick went into the bathroom picking up his shampoo and whatever else Ororo didn't grab a few days ago. He went into the living room towards the wall of pictures finding one of his favorites. It was a picture of May, Ben and him just right before his uncles death. All three of them were smiling towards the camera living the best moments of their lives before it all gets tragically taken away.

Suddenly the feeling he was having earlier came back ten fold. The only difference he couldn't make himself breath again. His chest felt uncomfortably tight and he was starting to get light headed. He was such a big failure he couldn't even breath properly. Maybe it wasn't such a good idea to come in here alone. He fell to his knees accidently knocking a lamp off of a table when he tried so steady himself.

Out of no where he felt a pair of hands on his face and couldn't help but flinch. He started to struggle until the voice spoke. "Peter it's me Ororo. Look at me and follow my breathing." It was hard but he managed to look her and slowly started repeating her breaths. Eventually he steadied his breathing enough to feel like he wasn't dying.

"Good Peter. Keep doing that." She said gently. At some point he had moved into an embrace from the older woman. He didn't mind it right as he knew who exactly was touching him. It felt nice like almost one of his aunts hugs.

Embarrassed he scooted away but stayed close. "S-Sorry…" Was all he could manage to say.

"Peter there's no reason to say sorry. You were having a panic attack which people can't control." Peter looked at her like he was asking how she knew he needed help. "I heard a loud crash." She says gesturing to the broken lamp on the floor. " I was worried so I came inside to check up on you only to find you on the floor gasping for breath."

I guess that makes sense. I mean his theory that she was a mind reader was thrown out the window at the hospital. "C-Can we…" Like before his words just didn't want to come out.

"Leave?" She guessed and Peter nodded but glanced at the pictures on the wall. Noticing where he was looking she went ahead and grabbed some pictures for him placing them into a side compartment in his bag. She picked up his bag. "Are you okay to walk out?" Peter weakly nodded as he felt better enough he could walk out on his own. They used the elevator this time and walked out to the van. Ororo placed the bag next to Peter's bag from the hospital before getting into the drivers seat.

Peter didn't want to just sit in the passenger side not speaking(not that he thought she would mind) so he took out his phone. It was a habit since he wasn't great with talking with people at times so he ends up taking out his phone to make it seem like he's doing something instead of sitting around. His phone shown one new text from Ned and that was it. Since Ned was his only friend and now that May was gone he didn't expect anything new to come in. Man did his life ever sound so lonely. He opened the text from Ned mainly because he was sure he would spam text messages in worry especially with what was currently going on.

Ned: Hi Pete. I just bought a new star wars lego set. Whenever you get settled in we could build it together!

There was an image under the text showing exactly what he bought. Normally his heart would of swelled at the image but right now he just felt numb. He also figured that Ned was trying to distract him and to not bring up his aunt unless he did first. He admired his friend for trying but everything was to fresh in his head. He went ahead and texted his reply.

Peter: Thanks I'll be sure to let you know when

Ned: :) can't wait dude

When looking up from his phone Peter blinked in surprise. Ms. Munroe had pulled up though a drive thru of dairy queen. Noticing his look of confusion she spoke. "Your still shaken up Pete so I thought we could stop and get some ice cream before we head to the mansion." Peter right now looked pale and not ready to meet a bunch of new people even if they're wonderful people.

"Are you sure it is okay to make them wait?" The thought of meeting them made him a bit nervous.

"Of course they'll understand. And you don't have to meet them all at once. We could just introduce you to the teachers?" Well maybe not Logan though…

"I think I'd like that."

"I'll make it happen. Now what kind of ice cream do you want Peter." She inquired.

"Err… I like Reeses." He told her knowing if he said no to the ice cream she would keep insisting.

"What size?"

"Small's good."

"Are you sure? You can get any size you want you know."

"I'm sure." With his metabolism he could eat a lot more ice cream but Ororo already help out so much. Other people when they get depressed tend to eat out of a bucket of ice cream but he usually didn't even eat. The only reason he did was the people around him made sure he ate something. It usually doesn't do much because of his super fast metabolism.

The car in front of them moved up so Ororo pulled up in front of the speaker. "HI welcome to dairy queen what would you like to order?" The person said over the speaker.

" Hello I'd like to order a small Reeses blizzard and a small cookie dough blizzard ." She told to the speaker.

"One small Reeses bizzard and one small cookie dough blizzard. Would that be all?" The voice repeated their order before asking if they wanted anything else with it.

"No that's all."

"Okay your total is six dollars and seventy four." Ororo Pulled up to the window and gave the employee a ten. After giving her the change they drove up to the next window and waited for their ice cream to be ready. After a minute the window opened and the employee handed them their order. Storm then found a parking spot to park so they could enjoy their ice cream.

"Cookie dough is my favorite. It reminds me of your aunt." She said. " Your aunt and I would go to movies pretty often and I would buy the cookie dough bites." Peter didn't say anything but listened eating his ice cream. " It was one of our favorite things to do. In fact we met at a movie theatre. She was crying so I went to see if she was okay. Turns out it she was on a date with a guy who stood her up at the movie theater and this was before she met Ben. I asked her if she'd like to watch a movie with me and she said yes. We became best friends after that."

"I'm glad you were there for her." He couldn't believe someone could do that to his kind aunt.

"Me too. She really was one of a kind person."

Once they were done with their ice cream Ororo drove to the mansion. "Say before we get their I assume you want a room to yourself? Usually the students room with another person but we still have plenty of rooms to spare if someone wants to room by themselves."

"That would be great." It would be a whole lot easier to go out as Spider-Man if he didn't have a roommate. Plus he woke from nightmares often he didn't want to be a bother to whoever would be his roommate.

"And the two adults you'll about to meet is Hank McCoy and Charles Xavier. Hank's x-gene caused his outside appearance to change so he's blue and furry. We call him beast but don't worry he's actually a very kind man. And professor Xavier owns the mansion and he has the ability to use telepathy." At the word telepathy Peter seized up and was noticed by the white haired woman. "He may be able to read minds but he and Jean would never intrude someone's mind with out their permission." At that he relaxed a bit.

"Jean? Who's that?"

"Jean Grey. She's a seventeen year old who can use both telepathy and telekinesis. She's a very kind young girl." She informed him.

"Wow two powers isn't that rare?"

"It is. There's also another teacher at the institute but he wont be greeting us. His name is Logan and he seems pretty rough around the edges but he does actually care."

They pulled up to the mansion. Peter stared at it in awe. He never been to a mansion and now he lives at one. It so surreal. Helping Peter with his bags they walked inside to the entrance. Waiting for them in the entrance were Hank and Charles. Sure enough Peter got why this man was named beast. If he wasn't given the heads up he probably would have screamed. The other man sat in a wheelchair and he didn't feel as intimidated as he thought he would. He'll still have to be cautious because people he himself doesn't look like any kind of threat that's why he was bullied a lot yet he could lift up a semi truck like it was a baby kitten.

"Hi Peter my names Charles Xavier and I would like to welcome you to the institute. I know things right now is less than ideal but I can only hope within time things will get better for you." Professor Xavier said holding his hand out to shake which he took. They had told the students to stay away from the entrance for a while to give Peter some space. They certainly didn't want to overwhelm him on his first day here.

"Thank you for letting me stay here." Peter replied.

"Really its no problem at all. " The professor said genuinely.

"And I'm Dr. Hank McCoy. We're glad to have you here." Beast also went to shake Peters hand. Truth behold he was hesitant but didn't feel his spider sense going off so he shook his hand briefly. "It's nice meeting you but I'm sure your tired. Ororo here can show you to your room if you want." Peter nodded and followed storm to his room.

Before showing him his room she showed him where the bathroom was. Once he went into his room his eyes boggled. This was huge compared to his bedroom back at the apartment! But it is a mansion so he supposes this size was quite normal.

"Do you need anything Pete?"

"No I'm fine thank you though."

"Alright if you do need anything just call. Even if its in the middle of the night don't be afraid to wake me up oaky."

"Okay."

"Breakfast starts at seven I'll get you in the morning and show you the way. Goodnight Peter."

"Alright…Goodnight Ororo." Peter said. She smiled and waved him goodbye before leaving. Once she left he didn't bother to unpack his bags and laid onto the bed staring at the ceiling wondering if he'll be able to fall asleep at all.


A/N: Another chapter done! Next chapter Peter will get used to his new life at the mansion and meet the rest of the xmen. Until next time!