I look at the eyes on my helmet and I almost feel as if they're looking back at me. I'm sitting on a seat of the X-Jet with Katherine sleeping in the seat next to me.

Apparently when Katherine was changing back into her suit she took the time to call Bobby for help. I wish I could be angry that she didn't trust me but she was right not to. Despite my best efforts I couldn't protect us; I failed.

Apparently the X-men were heading back from a mission across the world and Bobby convinced them to come pick us up. After we crossed the bridge, the red head, used telepathy to contact Kitty and tell us where to go so that Night Crawler could pick us up. I glance across the isle at the blue skinned teleporter reclining in his seat. Apparently immediately after teleporting us up to the jet he jumped back down, and led Sandman in a different direction before returning. His appearance doesn't bother me but I am curious as to why every other mutant I've seen looks normal but his appearance change is so drastic. I kind of feel sorry for the guy, he has no choice but to join the x-men, no mask could ever protect his identity.

The man wearing the visor, turned out to be appropriately nicknamed Cyclops. As far as I can tell he's the one in charge here. As soon as we were teleported he immediately asked if we were okay. When I asked why they helped us, all he said was 'because you asked'

I narrowed my eyes at that one. No one helps people just because they ask, there's always a motive when I asked again he just said that their leader would explain things when we got there.

It's not like I could refuse anyway, we're on a jet twenty thousand feet in the air, besides it's not like I could abandon Kitty who has no intention of leaving.

My helmet seems to look back at me as I sigh, trying to ignore the glares from Bobby. At the very least he hasn't given me an 'I told you so'

The windows go dark as the jet descends into some underground hangar. I give Katherine a shake as the wheels touch down. She silently rubs the sleep from her eyes as the loading bay doors of the jet open. We follow Cyclops and the others out and I squint my eyes at the bright lights over head.

When I do look around I can't help but be impressed at the amount of technology in the room. I quickly wheel around and for the first time see the jet that I was in for the past hour. Even with a quick glance I can tell that this is something almost out of a sci-fi movie, as black as pitch with a long cabin and two massive engines on each wing. Even the military jets that I see on the news don't look as impressive as this.

When Bobby first pitched this group to me I had imagined a small group of crazy mutant freedom fighters or something. This however… Just who are these guys?

I turn back around and see a man in a wheelchair rolling towards us. He wears a simple brown sweater and black slacks, his bald head reflects the bright over head lights and he has a sort of knowing smirk on his face. "It's nice to finally meet you two, Peter, Katherine."

I look over at Katherine who hasn't said a word since we were rescued. With her hood and facemask down I can see that the deep bags from this morning haven't diminished in the slightest. She's not even looking at the man as he talks, she just keeps looking at her hands. I meet the bald mans gaze, "We appreciate your help, if it wasn't for your assistance I don't want to think of where we'd be without you, so uh thanks."

The wheel chaired man chuckles. "Ah there is no need for thanks, it is our duty to help those in need. I hope you have been getting along with my X-men, I'm sure that they've done their best to be accommodating. My name is Charles Xavier, although most people here just call me professor I've been monitoring your situation from here and it seems that returning to the streets of New York would be ill advised. We have plenty of rooms available and the two of you may stay as long as you like. However I must insist that you at least spend the night. Is that all right with you?"

"At least until we figure out where to go next." I say Kitty nods.

The old man's face lights up in a smile. "Excellent! Unfortunately I have another duty to which I must attend. Mr. Summers and Ms. Grey will show you to your rooms."

Just like clockwork, when he says this two people emerge from the round metal door at the end of the room bearing a giant X. One of them is a tall red haired woman that I recognize from the jet who is now wearing jeans and a button down shirt, the other is a tall stern man wearing jeans, a leather jacket, and a pair of red shades.

The professor turns his chair and wheels through another door as the two draw closer. The woman approaches us first with a smile on her face "Don't worry about anything while your here, the professor has spent many years making sure that this academy is a safe place for people like us. I'm Jean, and this.." She gestures to the sun-glasses clad man who gives a nod. "Is Scott. If you need anything while you're hear feel free to ask either of us at any time. We'll give you the full tour of the grounds but first how about we show you to your rooms so you can get changed."

"That would be best" I glance at Kitty and I still in full Shadow Cat and Spider gear. Scott and Jean lead us through several chrome lined halls with large X signed doors, I pay careful attention to all every turn and room we walk past while Katherine chats with Jean. The only thing of note is that at one point we pass by a glass window where I see a short looking man in a yellow suit with large metal claws ripping apart machines. We step into an elevator that is the first non science fiction thing we've seen since landing. Scott presses the buttons for the fourth and fifth floors and when he does the buttons for floors b1, b2, and b3, are hidden by a panel that slides closed. Before I can ask Scott says, "Most of the students here are just people without any place to go. We do our best to keep them sheltered from the rest of the mansions activities." He tilts his head in my direction and I get the subtle message, 'keep your mouth shut'.

The door opens on the fourth floor and Kitty follows Jean out. I take half a step to follow them when I feel Scott's arm on my shoulder. "Fourth floor are the girls rooms. We're all going to meet up on the second floor after you two get changed."

Kitty gives me a glance as she steps of the elevator, she's got the same dead look as she did this morning. She doesn't hesitate to step out of the elevator and get away from me. I shift around a little uncomfortably, after all everything she's been through the last two days is my fault.

I can't help but feel troubled as the doors close. I told myself that I'd be strong enough to protect what I care about. I see my best friend traumatized being led by a stranger away from me, a perfect reminder of my failure.

"The professor seems to trust you." I glance at Scott from the corner of my eye. Compared to Katherine this guy is an open book, his mouth is a set in a thin line, I can see the corners of his eyes from the edge of his sunglasses clench. I'm guessing he's not a fan. "So I'll follow his judgment, but if it turns out he's wrong and you hurt anyone at this academy." He turns his head to face me and I swear I can see his sunglasses glow red. "I'll take care of you personally."

I'm not afraid of him. He could shoot energy at me and it wouldn't even be the first time today. For a second my fist clenches and I think about letting him know. But then I unclench my hand and nod at him as the elevator comes to a stop. "I'm not planning on starting any fights." He looks at me for a second before turning and leading me out of the elevator doors.

Somehow I wasn't the least bit surprised to find that they had clothes exactly my size in the closet of the large sparsely decorated room. I did raise an eyebrow however at the lack of Katherine when we arrived at the second floor elevator. I spot Jean sitting at a small end table with a book and Scott and I walk towards her. She looks up and closes her book at our approach, "Katherine said she was tired so I told her to get some rest and I'll show her around tomorrow." Considering how little she slept last night that's probably a good thing. "Well Peter why don't I give you the tour? Scott, I think Logan wanted to speak to you." I observe as Jean and Scotts eye's both land on me for a second. That's right, Jean is the telepath from the plane. Which means they could be having a private conversation about me right in front of me.

Which is understandably infuriating "Forget it. Why don't you both go talk to whoever. I'll look around my self."

My danger sense goes off as Scott grabs at my shoulder, I deftly step back outside of his reach; he looks like he's ready to make another attempt when Jean places a hand on his arm and they do that same thing again with their eyes. I'm positive now that there's some communication happening in front of me. After just a second Scott straitens back up and I relax the fist I didn't realize I was clenching. Jean keeps her hand on Scott's elbow as she speaks. "That's fine Peter. If you want to look around the grounds yourself all we ask is that you don't disturb any ongoing classes." She uses her other hand to point towards a set of large double doors. "If you get hungry the cafeteria is that way."

I merely nod and she and Scott begin to walk towards the elevators. I don't fully relax until the doors close, I really didn't expect them to let me wander on my own, or at least to do so without an argument. Not that I'm complaining anyway. I take a moment to take in the room, it's a large foyer area with two windowed double doors opening up to what looks like a rather large backyard, from here I can make out a basketball court with some people on it as well as a lake with a small number of occupants. Inside this room, there are several cushioned chairs with matching tables in them, of the few people in the room I spot a few glancing up at me, whether because I'm new or the overheard me talking with those two I can't be certain.

I choose a random hallway and decide to walk down it. I do so with my hands shoved into the pockets of my new jacket and my hood up. There are a few groups of people I pass but most just glance at me and pay no mind. I however briefly pause as I see what must be a seven-foot tall blue Yeti stuffed into a suit. He notices me as well and stops a few feet away and extends his hand. Despite his size he speaks with a normal human voice, "Why hello there, I don't believe we've met. I'm professor Hank McCoy nice to meet you young man."

Maybe it's because very recently a large animal like man tried to kill me despite my quiet danger sense I hesitate a moment before offering my hand. His enormous blue fist completely encompasses my own. "Peter."

He releases my hand and checks an oversized watch on his wrist, "I would love to stay and chat but I'm already running late for a class, if you ever have any interest in physics I'm sure we'll meet again." He gives another parting wave and bounds down the hall.

I never expected this place to be normal, but that was just weird.

I end up stepping into the cafeteria around ten pm to grab a late dinner. I pick up a burger and start snaking on fries as I survey the cafeteria for a place to sit. I spot a head of brown hair at a table in the middle and see Kitty sitting with another girl with a strange mix of brown and dyed white hair. I take a few steps in her direction when she raises her head and her tired brown eyes look at me, her lips that were just curled into the slightest smile turn into a sad frown as her eyes meet mine.

I don't turn to see if the person she's with notices me or cares, dump my tray and reach the exit in as few steps as possible. I'm not hungry.

I'll just give Kitty some space. She can't be mad at me for long right?

The next morning the first thing I do is head to the chemistry lab to make some more web fluid, I may not particularly want to be in this academy but I'm sure as hell going to take advantage of it.

I'm so focused on my work that I don't notice as someone walk in. "Peter Parker huh, yeah your just as scrawny as I woulda thought." I turn in my chair at hearing the rough voice from behind me. Leaning in the door way is a gruff looking man a little on the short side. He's got long black sideburns straight out of an eighties movie and a wild mess of black hair on his head. He's wearing a white t-shirt and blue jeans and even from here I can smell the scent of smoke that hangs heavily around him. "What're ya doin here alone kid? Shouldn't you be in class or something?"

I don't feel like dealing with this. I turn back to the centrifuge and answer over my shoulder, "I didn't sign up to be a student here, and I don't plan on staying here for very long either. Now can you leave me alone, I have work to do?"

I hear him chuckle from behind me, his shoes clacking on the linoleum flooring of the lab. "From where I'm sitting it looks like your just hiding in this lab. I went to the cafeteria last night to get some grub I caught you running with your tail between your legs at just the sight of that girl you came here with."

Taking a breath I set down my most recently made web fluid canister and turn to face this asshole with a glare, "I don't know who the hell you are or why you think you know who the fuck I am but," I stand from my seat fists clenched to look down at the intruder. "If you're trying to pick a fight with me then just say so."

He smirks and reaches into his pocket to toss me a key card. "B3 ten minutes. That is if you aint scared punk."

Oh I'm gonna enjoy this.

I'm standing dressed in a set of sweatpants and a t-shirt that I found in the closet of my room. "Last chance to back out short stuff."

The man standing on the other side of the training room rolls his shoulders and gives me a cocky grin. "You only say that cause you don't know what happened to the last guy that said that." I take half a step back in surprise as four-foot metal claws extend from his hands. "Bub!"

When the tiny man with giant metal claws is lunging at me I take a moment to really think about the turn my life has taken, I should probably take the next moment to dodge.