A/N: Wow, I think this is my longest chapter ever! Hope you guys like it.

Note: this chapter features xmen evolution mindbender. Some things will be the same but will also be different from the show.

I do not own spiderman or xmen evolution or anything referenced

Guardian Ororo chapter 6

Today was Friday night and all teenagers minus Peter, was at the festival having fun. Ororo suggested that he invite Ned over, because while he wasn't at the festival, he still could have some fun at the mansion. Also because none of the teens would accidently out them as mutants even through Ned already knew because Peter told him. So that's what Peter did was invite Ned over , whom was excited to hang out at a mansion.

Logan was off somewhere riding his motorcycle, so he wasn't at the mansion and neither was Ororo as she went to pick up Ned. Hank and Xavier were the only one's at the mansion besides Peter.

Hank while he was in the lab this week, had made a similar device that Kurt wears to appear normal, so he can be places without people screaming at his appearance . Even though he would look normal, he would still have to be careful, because if somebody would happen to touch him , they would feel fur.

Peter waited in the entryway for Ned's arrival sitting on the steps taping his foot. It was currently 3:49 pm and he was excited to see Ned, as he hadn't seen him since the funeral. He was also a bit nervous, because he wasn't fully himself yet and didn't want that to ruin any fun, they could be having tonight. Since May's death, Ned has texted him everyday and even called every so often, even if Peter didn't say much back. But Ned didn't mind at all.

Last year, Ned and came up with code words for Spider-Man talk. Like for example webbing is yarn and patrol is walk. If anyone happens to read it would be utterly confused. Ned would ask if he lost any tomatoes while on his walks, meaning he was asking if he was injured on his patrol. He told him their was nothing to worry about. Ever since he started patrolling Bayville, the most hurt he has gotten was some major bruises. By morning, the bruises nearly faded away to nothing.

Earlier that day he worked on making some web fluid for his web shooters. Thanks to Ororo giving him an allowance, he's been making nearly double fluid than before. With his super hearing, he's able to make the web fluid peacefully, without anyone walking in on him.

His phone then buzzed. It was a text from Ned saying Ororo, had just picked him up and was now on their way to the mansion.

Minutes passed and eventually the main doors swung open revealing Ororo and Ned. Ned looked around in awe, as he took everything in. "Um… Wow! I never been in a mansion before. This is so cool! Thank you Ms. Munroe for having me come over."

"No problem Ned, but please call me Ororo." She shook her head in a playful way. What's with these boys being so polite? "You guys have some fun okay? I'll come and get you when suppers ready. I bought stuff to make tacos."

"You bet, we'll have lots of fun! And tacos sound, so yum right now." Ned replied patting his stomach in anticipation.

"For sure. Do any of you boys want anything to drink, before I leave?"

"I'll have a mountain dew, if you have some please?" Ned said.

"Peter?" She prodded, which he shook his head no. "Okay, I'll be back with one mountain dew." It didn't take more than a couple of minutes and Ororo came back with those mini soda cans. "Sorry, its so small Ned, we try to encourage the kids to have a healthier alternative." She explained. Of course the kids could eat whatever they wanted, but that didn't mean they didn't want them to eat healthy. So while there is junk food, there is more healthier food to choose from.

"This is fine, thank you." Ned said politely.

"Hey no problem. Well, I'm going to start preparing supper now, have fun boys." She waved them goodbye, before exiting the room.

In the lounge area had a ps4 set up, so anybody could play movies or games(except rated M ones). Peter put in Lego Star Wars the force awakens and handed Ned another controller. It was a combination of their two favorite things; Star Wars and Legos. Peter picked the character Rey and Ned was Finn.

While playing Ned spoke first although a bit awkwardly. "So how's the new school?"

Ned almost thought Peter didn't hear him, but then he answered a few minutes later. "It's… an okay school. There's this one teacher named Mr. Connors, he's the science teacher that replaced Mr. McCoy . He's missing an arm but he's actually really cool. We had a few conversations already. One of his ideas is about limb regrowth on humans. Its all very interesting." Kitty was right that I would like him.

"Awesome, Mr. Connors sounds like a cool teacher." Ned wished, they had a teacher like that back at Midtown.

"Unfortunately a lot of people at the school is like Flash, but with all the people here at the mansion, being super kind, it balances each other out." He said leaving out the bit, about his spider sense going off briefly the other day, as he didn't want his friend to worry over nothing. Its not like anything happened.

"What! I can barely handle one Flash, but multiple people like him? Just no. I'd honestly listen to Justin Bieber voluntarily, than be in a school with multiple Flash's!" He said in disgust. "But sounds like you have a lot of people you can count on if something were to happen." Which Peter nodded, to as that already happened and they would do it again in a heartbeat.

"They also don't have dethlacon at their school." Peter smirked at Ned's shocked face.

"They don't have a dethlacon team!" Ned gasped. "And speaking of dethlacon, its been kind of boring without you man. MJ says, it's to bad that you changed schools, because your way better then Flash in dethlacon. Err… not that she's taking your situation lightly! Oh man sorry, I'm supposed to help you keep your mind off these things, not remind you- shutting up now." He stopped taking, before he made it worse, because Peter lost his smile and looked as if someone kicked his puppy or was it spider in this situation?

Peter paused the Lego game, because Ned was getting so worked up, his character died twice already losing money. "Ned… don't worry about it. You've been taking to MJ?" He was going to think about May no matter what, so he wasn't really offended, by what Ned had said. He tried to make himself look less depressed, as he didn't want Ned to feel any more guilty then he already was.

"Yeah… I guess we're sort of friends now? I mean since you left I pretty much had no one to talk to, but one day when flash was being mean, she stood up for me. She said 'How about instead of the nickname Flash, how about we call you dick, because that's what your acting like.' Should of seen the look on his face! Since then, we've been talking somewhat. Or at least I'm the one talking and she's listening." Ned beamed at the memory, it wasn't often that Flash got the taste of his own medicine.

"Holy crap, I would have paid to see that! But seriously, I'm glad you have someone at Midtown, you know that you can count on." Peter said truthfully, then added bitterly in his head 'Since I left you there alone…'

"Me too, but its not the same without you Pete." He frowned. "Wow sorry… didn't mean for all this serious talk to happen. Um…" Ned trailed off not knowing what to say next.

"It's fine Ned, lets continue playing ok. We're almost done with the level." Peter said wanting to move on. " And by the way you died a few times so I paused it."

"Oh crap!." Ned shouted not realizing what happened in the game, making Peter chuckle lightly. How he missed hanging out with his best friend.

They both spent time playing the Lego game, until Ororo walked into the room announcing supper was ready to eat. "Boys, time to eat!" Ned excitedly shot up from the couch hungry, while Peter turned off the ps4. "So you guys having a good time?" She asked, while they were walking towards the kitchen.

"Uh huh. We're playing Lego star wars and its amazing! I only have an older ds, so I can't play some of the newer stuff." Ned blabbed.

"Yeah its super fun." Peter agreed.

Ororo smiled." I'm glad to hear it." Normally the adults were trying to get the kids, to spend less time off the ps4, but with Peter, she was honestly trying to get him to play more. One, it would help him get out of his room more often, but also help bond with the other kids that lived there. Wolverine of course doesn't play video games at all and Hank did like to play, but since he mutated, playing was very difficult now with his humongous hands. Xavier doesn't play games, but likes to watch the children play. She herself preferred to watch the kids play, but sometimes joined in, but she was terrible at it. Like driving backwards on Mario Kart bad. They made it to the kitchen, to find the counter covered in all sorts of options for putting on your taco. Xavier and Hank were already there and had already gathered up their own plate of food. "Dig in."

Ned didn't need to be told twice. He couldn't decide between hard or soft taco shells, so he grabbed a few of each and started putting nearly everything on them, except anything hot. He wasn't very fond of hot stuff. "Come on Peter, what are you waiting for? The Queen of England?" Ned joked trying to get him started.

"I hope not, I'm not dressed up enough for that." Peter replied back. He followed Ned's lead, but grabbed only two soft shells and after filling them up he sat down on the table. The adults in the room smiled at the two friends.

"So your Ned huh. Peter's talked a lot about you." Said Hank looking normal, thanks to his holo watch. "I'm Hank McCoy." He introduced himself, since he wasn't at the funeral like the professor or Ororo.

Ned turned a bit nervous. "Uh, good things I hope."

"Only good things in fact. Like the fact your smart." Sure, he wasn't Peter smart, but he's quite good with computers and could hack into things. But, that would be very illegal, so of course, he doesn't hack unless, he felt it was absolutely necessary.

"Hello Ned. Its nice seeing you again." Professor Xavier greeted. They met briefly at the funeral, but didn't really talk past mere introductions.

"Yeah, same." Ned said as he took a big bite of his taco.

After a while, Peter finished his two tacos and said he was finished. Ned raised his eyebrows at Peter, because, he had ate more food then him and he was the one without spider powers. So without thinking he blurted out ."That's all your eating? What about your metabolism?" Peter froze as he was putting his dish in the sink.

The three adults in the room looked confused. "Metabolism?" Ororo repeated. May never mentioned that Peter had a higher metabolism and it wasn't on his medical records.

Panicked Ned said. "Did I say metabolism I meant can-" Oh wait cannibalism doesn't make sense at all and was just super gross! He honesty, couldn't think of any other word that rhymed with metabolism and would probably dig himself deeper if he uttered another word, linking his friend to being enhanced. Oh shoot Xavier is a mind reader! Ned was scared for a second. Wait, didn't Peter say he doesn't go into peoples heads without their permission first?

Since Ned stooped talking and seemed to be at war with himself (you didn't need to be a mind reader to know that) Peter seeing no way out of this he spoke. "I have a higher metabolism, so I need to eat more than your average teen." He told them the truth without giving his identity away. They'll know about his metabolism, but not him being Spider-Man or super powered.

"Oh, Peter you should have said something. You do know, here at the mansion, food shortages wont happen right? And have you been feeling faint lately." She asked worriedly. She always made sure he, had at least something in his stomach, but if his metabolism was indeed higher… Ororo felt terrible. All this time she was making sure that he ate, in reality he still wasn't getting enough.

Truth be told, he was feeling faint, from time to time. The only reason he was just getting enough to not pass out, was to continue being Spider-Man. It would do him no good if he passed out while he was fighting out on patrol. "Sometimes. I know I should eat more, its just so hard…" He hated the look on all their faces. Their definitely going to make sure, he ate even more so now.

"Then we'll be here, to make sure you eat right Peter. You are not alone." The professor advised.

Peter nodded. "I… I'm sorry Ned but can we call it a night?" After this he suddenly wasn't in the mood to hang out any more. He felt on the verge of crying, but held back tears, as he didn't want to cry in front of Ned.

"I'm s-sorry Peter I didn't…" Ned also looked like he was close to crying.

He felt like a bad friend. He was Spider-man. He should be able to handle stuff like this, but he just feels completely weak. "No… I'm sorry. Maybe I just wasn't ready to have company over." I mean he kind of 'hung out' with everyone here, but it was different because most of the time they had to get him out of his room to do so. He usually didn't talk very much either, unless it was with certain people. Ned nodded silently.

Hank took Ned home while Ororo comforted Peter. "I'm sorry buddy, I'm sure you two will be hanging out again when your ready." She patted his back while he cried into her shoulder(started to after Ned officially left and Xavier left to give them privacy.) He was certainly glad everyone else was at the carnival, so they didn't see him crying like a baby. Why did he feel this way? And when will it all stop?

Peter surprisingly managed to fall asleep. Ororo mentally called Xavier (Because her phone was not in arms reach.) She had asked for him to tell Hank who had came back from dropping Ned off, that Peter fell asleep in her arms and needed somebody to carry him to his bed. She would do it herself, if she could, but he was a teenager and didn't want to wake him attempting to, because he desperately needed to sleep. Hank came in a minute later and gently scooped him up in his arms. Ororo mouthed a silent thank you and he mouthed back your welcome.

When they got to his room she pulled back his covers while Hank laid him down. Ororo then tucked him in and brushed some hair out of his face before leaving his room. She'll talk to him tomorrow about seeing a therapist again, because she was no professional. Sure she can support him every step he takes, but he needs help, help she can't give him no matter how much she wishes she can.

Later that night

Kitty just came back to the mansion from the carnival. She had a great time there, she had pink cotton candy and other various junk food you see at carnivals. She was mostly hanging out with Rogue, occasionally passing by the others. To bad Peter didn't come, because it was awesome! Anyways since he wasn't there, she played some carnival games for him. She sadly wasn't the best at them, but after many tries she managed to win an iron man plush for him. Peter mentioned how much he liked the hero iron man. He also mentioned liking Bruce Banner but made sure to say it was because of his work and not because he can turn into a giant green monster. So she passed on the hulk prize. The brotherhood was there too,but they just gave any X-Man they saw the stink eye and did nothing more. She couldn't believe she ever had feelings for the Lance. The more she thought about it she figured she was only attracted to him because of his looks, but his personality needs major improvement. She needed someone more caring, someone like Pet-

She froze her thoughts. Okay she admits Peter fits her dating criteria, but obviously he wasn't in the right state of mind now for romance. But anything before that, she wanted to be his friend first. While walking to get a water from the kitchen (because beverages are so expensive at carnivals) she spotted Ororo. "Hey storm! Have you seen Peter? I won him something at the carnival and wanted to give it to him." She held up the iron man plush for her to see.

She smiled at Kitty but it didn't quite meet her eyes. "That's nice Kitty, but unfortunately, you'll have to give it to him tomorrow, as he turned in early tonight."

"Oh that's okay. I can totally wait." She said trying not to sound disappointed. "Well I'm going to get some water."

"Alright. Hope you had some fun tonight, Kitty."

"Sure did."

Around 3 am

Jean woke up screaming floating above her bed. Once she realized she was in the air, she went back down bouncing onto her bed. Before she could really take a breather from her nightmare, something made a noise. She looked over to see the prize Duncan got her. It was a jack in the box that gave her the creeps, but not wanting to be rude, she accepted it from him.

The handle started moving on its own for some reason, so she picked it up to observe it. She wasn't using her powers and she was sure the mansion wasn't haunted. All of a sudden a head popped out scaring her and she knew no more.

Peter woke up abruptly, as his spider sense went off. He looked around to see he was in his room, but had no idea how he got there. He took a long deep breath before getting up and went to investigate. It didn't take long to find something or someone. Jean was currently in what he assumed was her X-Man uniform, as he didn't train with them and was about to leave the mansion. Why would she be leaving at this time of night?

"Um… Jean? Is something the matter?" But Jean did not answer him. She turned around, her face blank with no emotion. "Jean…?" Okay now he was getting real creeped out and his spider sense was going off. But why would it go off because of Jean? All of a sudden he felt pain in his head like something was trying to break it open. Peter let out a grunt in agony dropping on one knee. "Ugh… Jean what?" Something was definatly not right with Jean he thought, before passing out.

When Jean didn't show up for their annual danger room sessions on Saturday morning Scott got concerned. He asked if anyone had seen her, before coming here and no one had seen her. It was unusual that the red head would be late, as she was always one of the first ones there.

Scott would of done it himself, but he was a boy, so he sent Kitty to get her from her room. "Hey Jean? Are you up yet?" Kitty shouted outside her door, knocking on it and receiving no response. "Ok I'm coming in!" She tried opening the door, but it was locked. Weird that Jean would lock her door. Kitty then phased through the door, but was surprised to find nobody was there. Not only Jean was gone, but one of the prizes kitty had seen at the carnival (she found it super ugly), was sitting on her bed. Jean was a very organized person and to leave something like that on her bed, without putting it away, was very unlike her. Also why would the door be locked, if she wasn't even in here? Did Jean go out her window? Kitty then checked the window, which was also locked like her door. Something was not right…

Since Jean wasn't there, she saw no reason to be in her room any longer and walked back to where the others were waiting. Scott looked distressed, after seeing Kitty come back without Jean.

"Jean wasn't in her room?" Scott frowned. Kitty shook her head no. "Where could she be? Have you tried calling her cell?" Kitty shook her head no again, so Scott dialed her number. The phone rang until Scott gotten this person cannot pick up the phone right now, please leave a message.

"And it was strange…" Kitty trailed off. She knew something was wrong, but she wasn't exactly sure what was in the first place.

"What was strange?" Rogue prodded.

"Her room was locked. Both her window and door. I had to phase through the door." Kitty told them.

"Why would she do that?" Kurt said. "And how if she wasn't in there?"

"Its possible with her telekinesis but…" Scott answered. He did not like this at all. "For now danger room training is cancelled. Instead we will all be looking for Jean." He ordered.

Each one said they'll cover a part of the mansion looking for her. If they ran into another student who didn't know Jean was missing, they joined in the search. Soon nearly the whole mansion was looking for her. In the end she didn't seem to be at the mansion. But wherever she was, she didn't drive anything because all the vehicles, were still parked in the garages.

Scott after looking for her for some time and not finding her, he went to the professor. "Professor! Jean didn't arrive for today's danger room session, she won't answer any of our calls and we can't find her anywhere we looked." Scott was breathing hard.

"Calm down Scott. Tell me everything." Xavier wanted to help, but panicking helped no one.

"Um… Jean didn't come to the danger room today, which is so unlike her. So we sent Kitty to get her, but she wasn't in her room, which was strange, because Kitty said her room was completely locked." Scott explained everything.

"That is worrisome. Lets go to her room and see if we can't find any clues." And mentally talked next. 'Logan, Jean's gone missing. Can you see if you can find her, outside the mansion?'

'You got it Charles, where should I look first?' Logan inquired.

'Things like bus stations or airports would be a good place to start.'

Xavier informed the other teachers, about Jean's disappearance, so they could start looking as well.

Kitty had unlocked Jean's room when she came there earlier, so they had no trouble getting inside. While investigating her room they found her cell phone, which was knocked over from her nightstand out of view. Explains why Kitty had missed it earlier.

"Doesn't make any sense that she would leave her phone here… now I'm really worried professor." Scott's brow's furrowed in frustration.

"I agree Scott, I feel something at play, is at work here. What's this?" The professor asked picking up the jack in the box that was sitting on Jean's bed.

"Oh that? That's just some prize Duncan won for Jean, at the carnival last night." Scott answered. "Its weird that, she would just leave it sitting on her bed like that."

"I'll take it with me in case. It could link to why Jean's disappeared ." He said then a moment later he looked like he was talking to someone in his mind, using his telepathy. Xavier frowned at the news.

"Is something the matter professor?" Scott didn't like the look on his face.

"Things just got worse… Peter's missing as well." He gravely said. " Ororo just informed me, she went to check on Peter, who's room was locked just like Jean's. The cell phone she got him, was also left behind and he wasn't there or anywhere else she looked."

"What? This cannot be a coincidence that both, Jean and Peter are missing on the same day." Scott connoted. "I'll get my keys and look for them, outside the mansion." Two missing people. Today was off to a great start, he thought sarcastically.

"Yes and I'll use Cerebro to see if I can't pinpoint Jean. Hopefully Peter will be there with her." Unlike Jean, the professor can't find Peter using Cerebro, because he wasn't a mutant. But if Jean is using her powers, hopefully she isn't using them because she was in danger.

Everyone pitched in looking for Jean and Peter outside the mansion. Scott called Duncan(never thought he ever would ever do that), Rogue went to one of Jean's favorite music shops, Kitty checked out the brotherhood house even though she really didn't want to, Hank was on the internet looking for signs of either of them and Ororo contacted Ned to see if Peter was with him. Ned told her no and actually thought Peter was mad at him because of yesterday but asked if he was okay. Ororo told him it was nothing to worry about not wanting to worry him. No matter where they went or who they called , Peter and Jean were nowhere to be found.

But then Logan had found a lead. At the bus station the clerk confirmed after seeing some photos of them, Jean and Peter where there about four in the morning, getting tickets to Boston.

"Its confirmed she's in Boston. And its likely that Peter is there with her." Xavier reported after using Cerebro on Jean.

"So she's using her powers?" Scott said even though he already knew the answer.

"Most decidedly." The professor confirmed.

Jean with the help of Spider-Man, broke into a building and stole a ring.

"Why would Spider-Man be with Jean?" Ororo didn't think that Jean knew who Spider-Man was. And the fact that Spider-Man was helping her steal, was highly unusual. Despite the media calling the vigilante a bad guy, she had yet to see him do any crime. "And where is Peter?" Ororo questioned, as the boy was becoming like a son to her and not seeing him with Jean, made her heart clench.

"I don't know. We don't know who Spider-Man is beneath the mask, but we do know Peter and Jean left together early this morning thanks to Logan. And now Jean is with Spider-Man not Peter." The professor thought for a minute before saying. "Could it be that Peter is Spider-Man?"

"What are you saying Charles?" She blinked, as she couldn't fathom the idea of Peter being Spider-Man. It was like if someone had said you can now breathe in space, without an astronaut suit. "May would of told me he was Spider-Man." Ororo added.

"Its likely she didn't know, if this is true. And Peter did mention yesterday, about having a faster metabolism, although reluctantly. I mean he could of just not want us to be worried about him eating, but what if he didn't want us linking him to having super powers? Some enhanced individuals are known to have a boosted metabolism, like Pietro for example." Hank deduced.

Then Ororo remembered something. "May did mention he snuck out a lot at night. And Peter lived in Queens which was Spider-Man's turf, but then Peter moved here in Bayville, then all of a sudden Spider-man stopped being in Queens, but is now seen fighting crime in Bayville." She hated it, but the more and more she thought about Peter being Spider-man, the more it all made sense to her.

"Besides Jean, can you track the web head too?" Logan wondered. They thought they couldn't track Peter because he didn't have powers. Even if their theory was wrong, they could see if they could track Spider-man if Jean wasn't using her powers.

"No, I tried using Cerebro on Spider-Man once he first started out as a vigilante and couldn't get a reading. But Cerebro only tracks people born with the X-gene, not if they were enhanced by some other means." Xavier told them. Like with Steve Rodgers or Bruce Banner, Spider-Man most likely got his powers later in life, perhaps from an accident or some experiment. "But currently, Jean is still using her powers freely, as I sensed her heading towards the train tracks. So tracking Spider-Man isn't necessary, as long as their both together."

"Lets hope, we can get them back to the mansion safely." Ororo said a bit anxious. She wants to find them asap. Right now she felt she was failing May, by not keeping Peter safe. "Sooner rather than later." She added.

"Indeed." Hank agreed. They all wanted them safely back at the mansion.

1 am

Scott couldn't sleep, as he kept thinking about Jean. But after turning around his bed facing the door, he saw something red quickly passing by. It couldn't be? He sprinted out of his room full of adrenaline, yelling Jean's name out. Turning the corner in the hallway, he nearly ran into Jean making him gasp. "Jean what are you…" Scott couldn't finish hid sentence, as pain erupted in his skull. It only took seconds, but Scott was now unconscious. Jean lifted him up, using her telekinesis, and she put him back into his bed, putting the covers over him.

In the morning Scott woke up franticly, the encounter with Jean fresh on his mind. He got up to check to see if anybody was missing. Everyone was still there, except for Kurt. "Professor wake up! "He banged on the professors door until he opened it up. "Jean she was here and now Kurt's gone." He shouted in a panic.

Later that day

"We got a match on one of the face recognition scans." Kitty said tapping while on the computer.

"Where?" Xavier queried.

"Airport surveillance." Kitty's heart clenched while looking on the screen, which showed Jean, Kurt and Peter all getting airport tickets. Peter was the last person who deserved this, so she was doing everything in her power, to help find him and the others.

"Where are they going?" Ororo asked.

"Looks like New York city." Hank responded.

"Scott, Ororo and Logan." Xavier gave the order for them to pursue.

"Good. Because I was planning on heading there anyways, even if you didn't call my name, Charles." Ororo was determined. Peter was her responsibility and she'll get him back, one way or another.

The three of them were in the X-jet waiting on the professors insight on where they might be.

'Logan, Cerebro detected their powers at the township bank.' Charles told him telepathically.

'Got it.'

Cyclops shot one of his lasers busting down the door to the bank. Him, along with Storm and Wolverine sprinted into the building. Scott used his powers on any cameras they found, destroying them to bits.

Wolverine picked up their scent and directed them to a locked vault. "Their in the vault. And Peter's definitely in there, with Jean and Kurt. Looks like he really is Spider-Man" Logan announced. They just need a visual to confirmation that Spider-Man is actually Peter.

"Wait… what?" Scott did a double take. "Did you say Peter is Spider-Man? Because I think my hearing may be going out."

"Yes bub. Now can you do something about this door? We don't have all day." He was starting to lose patience.

"Right… I got the combination right here." Scott said blasting the vault door open, not wasting any more time. Jean, Kurt and Spider-man turned towards the three of them hostile. Logan had said he smelled Peter in there, but the only other person in there besides Jean and Kurt was Spider-man. "That confirms it. I guess Peter truly is Spiderman. Guys it us, take it easy." He attempted to break through them but failed.

"Peter listen…" Ororo tried, but Jean used her powers to fling them out of the building. They ended up falling in a large puddle of water, which splashed everywhere. Before they could recover, they heard the engine of the X-jet starting up and flying away, leaving them stranded. Kurt must of used his powers and teleported them all into the jet.

"This is starting to get me seriously upset." Wolverine complained after getting up.

Xavier had an emergency meeting with all the students after the failed rescue attempt . "As a precaution your all sleeping in the danger room tonight. If you need to use the bathroom please contact me on your cell and I will escort you." This caused many different reactions, most was not keen to the idea. "I know its not ideal, but since whoever is controlling Jean and the rest, it's a high probability that more of you could possibly be brainwashed, as well. The danger room is equipped to block off any attempts of mind controlling, your rooms however, do not prevent the possibility."

"I understand professor." Said Kitty. She of course hated the idea of sleeping in one room with all sorts of people(especially with boys) but it sure beats being mind controlled.

"Hopefully, it will be only a couple days at most. And on other news apparently Peter is Spider-man. Wolverine used his scent and confirmed that they are indeed one and the same." Xavier told them causing multiple shocked looks around the room. Normally he wouldn't give away someone's identity like this but it would honestly be hard to keep it a secret. What happens when they rescued Spider-Man and suddenly Peter was back with us with no explanation. People would connect the dots.

"Whoa… did not see that coming." Blurted out Evan, many other people nodded agreeing with him, but didn't say anything as they were completely speechless.

"Kitty, don't you have like a million Spider-Man posters and plushies in our room?" Rogue teased her.

"Shut up. And its not a million, its seven." She shot back blushing. She had three posters, four plushies and a bunch of other random Spider-Man stuff. She hopes Peter wouldn't catch wind of this because that would be super embarrassing. Spider-Man is her favorite super hero. No matter how much the media talked bad about him, he still went out of his way and helped out the little guy. Hearing that Peter was her favorite hero was shocking to say the least. The fact that tragedy seems to follow Peter and he still has the will power to help those in need, made her respect him even more.

"Anyways. Spider-Man has done so much, I say its time to return the favor and help him for once." Rogue got serious. Whatever it takes, they will get their friends back.

"My thoughts exactly." Kitty replied back.

At night

Xavier and Hank were trying to find info, he felt someone trying to, but unsuccessfully try to control the minds of his students. Thanks to everyone safely in the danger room, nobody was brainwashed. A man's face briefly appeared in his head, the very same one he saw on the jack in the box that he took from Jean's room. He knew this man was responsible for the kidnappings of Jean, Kurt and Peter. He went into the danger room and told everyone what he discovered, showing the man's face on a large tablet.

"Ah! That's the Amazing Mesmero." Rogue pointed at the image. "He was at the carnival, for sure."

"Right, I say we go to this carnival and see if we can get them back. I'll handle Mesmero, as he's a powerful telepath. The rest of you will distract the others, until I can break his hold on them." Xavier told them of his plan. Everyone was tired, but new energy seemed to go through them all, at the thought of rescuing their friends.

Before heading to the carnival, they picked up Scott, Ororo and Logan. It just started to rain.

They reached the carnival slightly just after Jean, Nightcrwaler and Spider-man arrived. The X-jet they stole parked on the ground. They were about to head inside Mesmero's tent to give him all the rings they stole while under his control. Before they could do that however, Scott yelled out a Jean, alerting them of their presence and they turned around.

"We don't want to hurt you, fight it!" Hank said but the looks on their faces (minus Spider-Man because of his mask) were blank and unchanging. Kurt made the first move and teleported on him. They both teleported constantly each fighting for control. Hank not wanting to hurt him, didn't fight at full strength and tried to talk through Kurt, but failed miserably. Beast eventually fell out of the sky after Kurt teleported without him. Hank landed on a carnival tent, knocking the wind out of him. Kitty seeing how Mr. McCoy was currently down, took over keeping Kurt busy. She couldn't even get close to him, without him teleporting away, but as least she was buying the professor time.

Jean chose to battle with Cyclops and Wolverine. Any beam Scott threw at her was easily deflected using her telekinesis. Scott suddenly couldn't turn off his optic blast and flew into the air screaming Jean to stop. She then tossed him roughly to the ground.

Wolverine on the other hand couldn't even get close to the red head, as she was pushing him back eventually sending him flying, like she did at the bank. Logan landed hard inside one of the game booths, causing many rubber ducks to go flying. It was the carnival game, where you picked a random rubber duck on water and a number was written on the bottom them. The higher the number, the greater the prize. "Just great." He snarled stabbing a rubber duck with his adamantium claws in anger.

Spider-Man took on what was left which was Storm, Spyke and Rogue. Moving inhumanly fast, Peter jumped in the air. Spyke gave all he got sending spikes everywhere in the vigilantes direction. Even though he was in the air, he easily dodged the spikes. Spider-Man jumped on Evan knocking him down in the process. Angry, Spyke got back up, shooting out more spikes than before. "Man, how is he doing this?" No matter what he seemed to throw at him, he was always one step ahead. He was only able to get one hit on Peter's right shoulder, because his aunt sent a lighting bolt down, causing him to dodge into a spike by accident. "Yes, fina-!" His cheer was cut short, as suddenly he was webbed up by Spider-Man, completely immobilizing him. "What the…! What is this stuff made out of?" He struggled trying to get out of the webs, but it was hopeless.

"Spyke!" Rogue called out. She was about to join into the fight, but a hand touched her shoulder stopping her.

"We wont win this, if we just charge in blindly." Ororo advised. "Or we might end up like Evan." Spider-Man was very agile and had the means to easily make it impossible for you to move with his webs. They needed to be careful about this.

"So what do we do?" She asked.

"I want to try talking to him. And if I manage to break through, I want you to touch his shoulder." She said, indicating at his exposed skin on his shoulder.

"Ah, alright." She didn't like hanging in the sidelines, but Ororo's words made sense.

"Peter! Its me Ororo." She said loudly. "Fight it Pete, don't let him control you." But her words seemed to pass through him. Spider-Man looked like he was done waiting for her to make a move and was about to hit her, but Ororo had other plans. "Remember May! I'm sure she's watching over you, so please come back to us!"

Peter grind to a halt, fist stuck in mid air at the mention of his aunt. "M-May…?" He barely managed to get out.

"Yes honey, May your aunt, fight it Peter!" She urged him. Spider-Man's hands clenched to his head, as he was struggling to break free of Mesmero's control.

Rogue used this opportunity and touched Peter's exposed shoulder. Both of them cried out as Rogues powers drained him. Flashes of memory flickered in her head. The day his parents died, Skip Westcott his babysitter, the day he got his powers at Oscorp and uncle Ben and May's deaths. Peter fell to the ground unconscious, while Rogue nearly fell over from use of her powers. She felt really sick, Peters life was the worst set of memories she ever absorbed. It was all overwhelming. She couldn't believe how many deaths revolved around Peter, no wonder Peter is so heart broken from his aunts death. He had already suffered so much and to lose someone that close to you again, was absolutely excruciating. And the man who did that to Peter… made her so furious! She really wants to find this guy and beat the crap out of him.

But they still had a job to do. Rogue looked over to the professor, who was currently in the mud out of his wheelchair. Jean was about to give the bag of rings to Mesmero, so using Spider-Man's powers, she flipped acrobatically and eventually touched Jean's face and like Spider-Man, fell unconscious. Unfortunately, she did not stop Jean in time, as Mesmero got what he wanted. He then disappeared into the tent. She helped the professor get back into his wheelchair and used Jean's telekinesis to clear the tent out of the way. But no one was inside. "Where did he go?"

"I don't know. But I do know Mesmero was only a pawn." Xavier said.

Everyone who was brainwashed was finally free of Mesmero's control.

Peter woke up in Ororo's arms confused. "Ororo...?" he said groggily.

"Hi Peter. How are you feeling?" She questioned.

"Like Optimus Prime did a number on me…" Peter touched his head with his gloved hand and panicked realizing he was in his suit and even responded to the name Peter. He sat up and waved his hands frantically. "This is not what it looks like, I just really love cosplay?" He tried to convince her, but his excuse sounded so unsure.

"Peter, you've been missing for nearly over two days. Someone named Mesmero brainwashed you and used your powers to steal." She explained. He remembers now, memories of him finding a blank face Jean after waking up in his room.

Seeing no way out of this, he reluctantly nodded. "Great, just more of a reason for the media to hate me." He muttered quietly. He was sure J.J Jameson is going to have a field day from that, saying he was right all along that he was a menace. "I'm sorry Ororo, for not telling you." Peter took off his mask seeing it was no point keeping it on because if Ororo knows, most likely everyone else does to.

"Its okay Peter, I'm just glad your safe now." She pulls him into a hug, tears falling out of her eyes. "You really scared me, Peter."

"I'm sorry, I guess next time someone wants to kidnap me, I'll make sure to get your permission first." He joked trying to lighten the mood. "Man, why do I feel so crap though?" He didn't remember what happened after he blacked out at the mansion.

"Er… that would be my fault" Rogue said explaining her powers to him leaving out the memory part. She gave him a somber look. She wanted to tell him what she knew of his past, but now wasn't the time to do so. She will talk to him privately eventully, but until then, the guilt will continue to eat at her.

"That's nice that everyone is brainwashed free now, but can someone get me out?" Evan whined still stuck under Spider-Man's webs.

"I got it." Kitty called. She ran up to where he laid and phased him through the webbing.

"Thank you!"

A/N: So next chapter wont be posted till maybe mid November/sometime in December. Reason is my bi polar/mentally ill/karen mom is stressing me out to the point its affecting my mood to write(but I still wanted to get this chapter out for you guys). I'm moving to get away from her in November to my dads until my friends and I can find a place of our own.

Until next time