Spider-Man & The X-Men: Dreams & Nightmares

Author's Note: First off, I just want to say I'm terrible, lol. I'm sorry, everyone. This update shouldn't have taken this long, but once again, like I've already stated in my other Spidey fanfic, my Ben 10 fanfic, and Sonic/RWBY fanfic, life threw everything at me. Job, midterms, finals, literally freakin' everything was thrown at me all at once.

But… one positive thing did come from all the madness. I graduated from college! Tired, but relieved. You guys know what that means, right? More consistent updates since it's summer break! I can't promise anything after summer break, though, because I do plan on going back to college to get another degree. Basically, I'm going to kill myself even more, lol. I'll try to be more consistent after summer break ends, but we'll worry about that when the time comes. FOR NOW, you guys have my undivided attention.

Before I get into chapter 3, imma reply to some reviews!

Cruden: Chapter 3 is here! Glad you like my fic, haha. Hopefully, you're still reading after all this time.

Mr Red: Thanks a bunch!

goku1997201: Thanks! And this story shall be continued!

NeoTyson: Means a lot coming from you, man! I know what you mean with writing Rogue's southern accent, though. Sometimes I have to remind myself to switch to that mode when I'm writing her dialogue, lol. And yep, Miles will definitely have a bigger role in the future.

Guest: Thank you! The update is finally here!

saibasonya: Appreciate you for liking my story! And don't worry, your wish for an update shall be granted.

To all my readers out there, feel free to leave a review and I'll reply to it in the next chapter.

But now… let's get this party started!

Intro Music: Spider-Man: TAS 1994 Theme

Chapter 3: The Truth


There arguably wasn't a moment that Peter Parker dreaded more than this moment. What is this moment he's dreading so much, you may ask?

Well, imagine you're in Peter's shoes, and you already know there's no possible way you can save your childhood home. You've tried to get as much money as humanly possible so you won't lose the house, helping out your dear Aunt May with all the bills.

But… it's just not working out.

However, there's some light at the end of the tunnel! You told Rogue about your situation, and she replies with an offer to stay at the X-Mansion. Well, great! Now you know you won't be living in a cardboard box!

The problem?

How would Aunt May feel about living at the X-Mansion, much less living with mutants? How the heck did she even feel about mutants in the first place?

And you wanna know where this ultimately leads to?

Telling Aunt May about your most sacred secret, because it's literally the only way that all the other details could possibly make sense.

Even so… There's something even beyond the whole Spider-Man secret.

Does he tell her the truth on how Uncle Ben died? Does he tell her he was the one who looked the other way because of his own selfish reasons, which is the ultimate reason why Uncle Ben isn't here with them right now? The ultimate reason as to why they continue to struggle financially?

This was the core of the issue. This was causing the dread, the anxiety, anything you could possibly think of when you talk about Peter Parker. The other stuff, he can tell her.

But telling her the true reason why Uncle Ben died?

He doesn't know if he has that in him. Heck, he's not sure if he'll ever have it in him.

A moment of silence occurred, as everything was starting to hit poor Peter Parker at full force. This was it. He was going to tell her the truth.

Although… it may not be the entire truth.

"Aunt May, I'm gonna tell you a lot, okay? So, uh, don't be scared or anything, because it's nothing to be scared of." Peter told her, literally sweating bullets. This dude looked like he was on the verge of a mental breakdown due to all the stress he was going through.

Yep, he was definitely stalling.

By this time, Aunt May had finished cooking, and was now giving her full undivided attention to Peter. She crossed her arms, already having a suspicious look on her face. "I feel like you're stalling."

Peter would immediately refute that statement. "Pfffffft, what?! Stalling?! Why would I be stalling? There's no reason for me to-"

Before Peter could even finish, Aunt May cut him off.

"Peter, can you just spit it out already? There's no reason why you should be this scared with me."

"Oh, if only you knew why I'm acting like this right now…" Peter thought to himself, taking another deep breath. He kept on preparing his mind, trying to get himself together. Though, the longer he took, the worse it got.

If he was going to say anything, then he should just say it. No thoughts, no doubts, nothing.

He's gotten this far, so there's no turning back now.

Taking one more deep breath, Peter would begin speaking again. "Okay, well… You see, this craaaazy thing happened awhile back. And uh, you know, crazy things happen to everybody, but this thing that happened to me… Well, uh, you could say it changed my life forever."

Aunt May began to nod. "Oh, really?"

"Yep! It sure did! And you wanna know what's so crazy about it? All of it can be traced back to a spider. Like, a radioactive spider."

Aunt May remained silent, but she still continued to nod. She was mainly waiting for Peter to tell the rest of the story.

Peter wasn't sure if Aunt May's silence was helping, but he would continue to push through. "And you wanna know the funny thing about this radioactive spider?! It bit me a looooong time ago, and I haven't been the same since!"

"Oh dear, it sounds like you need to see a doctor." Aunt May said, but her tone didn't sound concerned at all. In fact, she was acting extremely casual about everything.

Peter wasn't sure how to take this at first, but hey, he kept talking. "Oh, I'm fine. Aside from the web-slinging, wall crawling, super strength, and other stuff I gained from that radioactive spider bite."

Aunt May tilted her head, still not saying anything. She was staring at Peter, and Peter began to stare at her.

Yep, this is most definitely awkward silence.

Peter's mind began to go crazy.

"SAY THE WORDS, PARKER! SAY THE WORDS!"

"BUT I DON'T WANNA!"

"FINISH IT!"

"BUT-!"

"FINISH IT!"

"AUNT MAY, WHAT I'M TRYING TO SAY IS… I'M SPIDER-MAN!" Peter blurted out, his eyes widening after he realized the deed was done.

"I'M SPIDER-MAN'S PHOTOGRAPHER, ACTUALLY! THERE'S NO POSSIBLE WAY THAT I COULD BE SPIDER-MA-!"

"I already knew that."

…Wait.

What?

Peter looked so shocked, like his entire life flashed before his eyes in the matter of seconds. Were his ears working properly? Did Aunt May say she already knew he was Spider-Man?

No, that can't be true. How would that be possible?

"You mean the photographer part? Because honestly-"

"Peter, what I'm trying to say is I already knew you were Spider-Man."

WELP.

Peter touched his own face to make sure this wasn't a dream, because he officially felt like he was in the twilight zone.

After regaining some composure, while realizing this in fact was not a dream, Peter finally found the words to respond to Aunt May's comment.

"…You knew…?"

Aunt May gave a confirming nod. "I've known for awhile."

"But… But… But… But how?" Peter inquired, as Aunt May giggled a bit.

"You left your costume in the washing machine one time. Then I started to connect the dots on all your disappearing acts. It's safe to say it didn't take long to figure out."

It's also safe to say Peter was still in shock at all this. Whether it was his own carelessness at leaving his own costume in the washing machine, or anything else he explained, he felt like he needed to take a seat.

He went over to the couch and sat on it, with Aunt May not being too far behind him. She decided to join him by sitting on the couch as well.

"This didn't go as planned at all." Peter stated. Though, he wasn't sure if it was a good thing or bad thing.

"You were fully expecting me to be shocked, right?" Aunt May asked, this time making Peter nod.

"Not only that, but you kinda hated Spider-Man. You know how uncomfortable I was just a few moments ago when I thought about that? I had no idea how you would take it."

(A/N: Fun fact, Aunt May didn't really like Spidey in the 90's show!)

BGM: Spider-Man 2002 OST - Alone

Aunt May sighed. "Yes, I will admit I wasn't too fond of Spider-Man, but that was before I realized you were Spider-Man. I knew you wouldn't do anything to hurt people." she said, smiling at her nephew. "When I figured it out, words couldn't describe how worried I was about you, because I know you put yourself in danger routinely, but you do it for the sake of others."

She placed her hand on Peter's shoulder, saying, "I am so, so proud of you, Peter, and I know Ben would be so proud of you too. Your kindness, your courage, how you always put other's needs before your own, oh, he would be so proud of the man you've become, just like how I am."

Aunt May's words were honest all the way through, and they were hitting Peter hard. He's been through a lot in his life, and the last few months haven't been particularly kind to him, to put it nicely.

Not only that, but… Even with Aunt May already knowing Peter was Spider-Man, that doesn't mean she knows the true story with what happened to Uncle Ben.

And given how she just said how proud she was, and how proud Uncle Ben would be, it's safe to say he's not telling her how Uncle Ben died.

Guilt.

Never-ending guilt, to be specific.

The question now is will he ever tell her the truth about the tragedy?

That… remains to be seen.

But one thing is for sure, though. He's not telling her now.

Although, he does have to tell her about something else.

"Thank you, Aunt May." Peter replied, trying extremely hard to not break in this moment. Getting himself together, he took a deep breath. "Well, this leads into my next thing. We, uh… Well, the house. You know, we can't pay the bills for it anymore."

Aunt May acknowledged it, but by her face, anyone could tell she didn't want to. "Yes, I know."

Peter raised his index finger in the air. "But you know, as Spider-Man, I've met a lot of people. A lot them were nuts, but I've met a lot of good people too. These good people that I know, they actually want to help us out a bit."

This certainly caught Aunt May's attention, making her raise an eyebrow. "What do you mean?"

"What I mean is they want to change our living situation. We'd basically be leaving home for a mansion." explained Peter.

Aunt May wasn't too sure about this, though. "I feel like there's a catch."

Peter nodded. "Nope, no catch. At least, I don't think there is, but you might think differently." he paused, wondering how to word this. "You mind living with mutants?"

Well, that's something Aunt May certainly wasn't expecting. She personally has nothing against mutants, and often thought they were mistreated for no reason, but she had no knowledge of the mutants Peter was speaking of.

So, she would say this.

"As long as they're good people, I wouldn't mind living with them."

As soon as Aunt May said this, somebody rang the doorbell, catching her attention and Peter's. "Who in the world could that be?" Peter asked, going to the door and opened it.

BGM: X-Men: TAS 1992 Theme

His eyes immediately got big, as he was now seeing multiple people he didn't expect to be here in the slightest.

A long, hard sniff would signify the completion of a mission. "Yep, this is definitely the bug's scent." Logan said, being seen with Rogue, Charles, Storm, Beast, Gambit, Cyclops, Jean, Deadpool, and Jubilee. "So, this is what you look like without the mask?"

"What are you guys doing here?! And how the heck did you find me?!" Peter shouted, being freaked out at the X-Men somehow finding where he lived. Not only that, but now they know what he looks like without the mask. Guess his secret is getting revealed to everyone today, huh?

Well, I guess it had to happen sooner or later, since he and Aunt May might be living with them.

"Logan over here has a pretty strong nose. He can track anyone down." Gambit explained.

"If it makes you feel any better, we only rang the doorbell after we heard your aunt would be okay with living with mutants!" Deadpool exclaimed, making Cyclops rub his forehead.

"Why are you still here again?" Cyclops asked.

"Because I'm bored, okay?!" Deadpool stated.

Aunt May eventually got up to see who Peter was talking to. Clearly, she was a bit confused since she's never seen these people before. "Peter, who are these people?" she asked.

"Well," Peter began, "These are the mutants I was telling you about. Aunt May, meet the X-Men. X-Men, meet Aunt May."

"Pleasure to meet you ma'am." Charles spoke. "I'm professor Charles Xavier. I know this is sudden, but one of my students told me about your situation, and we're willing to help."

Rogue raised her index finger, saying, "Ah'm the one that said it. Mah name is Rogue." she said with a smile.

With Rogue introducing herself, Charles would do the rest by pointing at each of his students. "And this is Logan, Storm, Jubilee, Beast, Cyclops, Jean, Gambit, and Deadpool."

This was happening so fast for Aunt May. These people just so suddenly and figuratively came out of nowhere, it was hard to keep up.

"Shall we begin helping you pack?" Beast inquired, but this made Aunt May say something.

"Hold on, hold on!" she exclaimed. "While I appreciate your kindness, I really do, all of this is happening so fast for me."

"But lady, you get to live in a mansion with us! What could get any cooler than that?!" Deadpool shouted, making Jean turn to his direction.

"Wade, who said you would be living with us in the first place?" Jean brought up, wondering when and how the heck Deadpool came up with that ridiculous idea.

"Oh, come on! You guys know I would bring some daily excitement!" Deadpool retorted.

"More like daily headaches…" Jubilee muttered, sighing deeply.

Trying to stay on track, Aunt May would do her best to ignore the madness happening with Deadpool and began to talk to Charles again. "You said you were the professor, right?"

Charles gave a confirming nod. "Indeed I am."

"I need to talk to you before I make any final decisions." Aunt May told him. "I guess that means you all can come in."

Getting the green light to actually walk inside the house, the X-Men would do so, and immediately, they smelt a heavenly aroma.

"What is that smell?" Storm questioned.

"That is the famous smell of Aunt May's cooking. Smells good, eh?" Peter said, smirking.

"You're tellin' us, sugah." Rogue replied.

"Are you all hungry? I can-" Before Aunt May could finish, Charles refused the incoming offer.

"We appreciate the offer, but we can't. From what we know, you shouldn't be sparing us any food given how tight things are for you and your nephew financially, so don't worry about us." Charles explained. Aunt May wanted to have a comeback, but deep inside, she knew Charles was right.

With a sigh, she knew she was defeated. "Okay… I understand." May said sadly. "Getting some more information on your living situation would make me feel a bit better, though."

"Now that is something I can do." Charles stated, as the two began to talk about any and every little possible detail.

Rogue would walk over to Peter's position, whispering into his ear, "Ya think she's gonna accept the offer?"

Peter silently sighed. "She has no choice but to accept the offer. Still, knowing my Aunt May, it's going to be hard for her to do so." he paused for a moment, before continuing to explain. "This home has a lot of history, and it's not gonna be easy to leave it behind."

Rogue nodded. "Ah understand. There's no reason why it should be easy." she replied, definitely not wanting to be in Aunt May's shoes in the emotional aspect.


Later...

Some time had passed, and Charles told all the info he could tell to Aunt May. In the end, he and the other X-Men wouldn't force her to accept, since it would be her choice.

After for what seemed like an eternity on waiting for an answer, Aunt May knew what would be the best choice for her and her nephew. She doesn't particularly like it, even if they do get to live in a mansion. The whole reason why this situation exists in the first place is because they're broke.

And where in the heck would they go afterwards? That's a valid question if she and Peter continued on this path with trying to keep the house, because it simply isn't possible to do so right now.

Maybe someday she'll come back to the house once everything gets settled financially… Well, if everything gets settled financially.

But for now?

Putting the history of the house aside, and yes, it was a very hard thing to do considering all the special moments that happened inside this house, the good, the bad, the great, and the ugly, the choice was obvious.

Nonetheless, it was still hard to do.

Taking a deep breath, Aunt May would look at all of the X-Men and Charles Xavier, saying these words.

"I accept your offer."

This caused Jubilee to get excited, pumping her fists in the air. "Then let's get to packing!" she exclaimed.


END OF CHAPTER 3: THE TRUTH

BGM: Spider-Man TAS 1994 – Ending

Beast: Ah, doesn't everyone love new beginnings?

Peter: Considering everything that's happened, Aunt May and I need new beginnings.

Logan: Just don't annoy me, Bub.

Rogue: Now ya can be more cheerful than that, Logan.

Deadpool: Really? I've never seen him be cheerful at all!

Next time on Spider-Man & The X-Men: Dreams & Nightmares!

A New Beginning

Storm: The X-Mansion certainly won't be boring, that's for sure.


Author's Note: Well, would ya look at that? Chapter 3 is finally done after many, MANY months. Dear Lord, before this update, the last time I updated this was November 14th of last year? Yeah, it was certainly time to update. You guys definitely don't wanna miss chapter 4, though, because Peter and Aunt May adjusting to living in the X-Mansion is gonna be an adventure, to put it lightly lol.

Anyway, if you enjoyed this chapter, leave a follow and a favorite! Don't forget to READ AND REVIEW! See ya guys next time!