Recarnation Of Ultimate Spider Man

I drove into the Xavier mansion and pulled into the garage. I got out and reached into the back seat, pulling out my duffle bag.

I told May and Ben I was going for a school trip, they didn't even bother checking with the school to make sure there was a school trip. I hate the fact I abused their trust like that, but it had to be done.

Richard had no idea I was here, which is good. The man had been awfully protective lately, something I didn't like. He needed to learn he had no say in my life.

I walked up to the main mansion doors and smiled, all in all, it would be nice to see Jean again. I walked in and immediately stopped and blinked.

"Get back here Kurt!" a brown haired young girl with a button nose cried out as she ran at a blue fur covered boy with a tail, three digits on his feet and hand. Oh and he was teleporting.

"You have to catch me first!" he cried out as he disappeared in a puff of smoke before reappeared right before me, he leaped forward without looking and ran head first into my gut.

Honestly, it felt like nothing. He g.r.o.a.n.e.d as he rubbed his head and looked up, "what hit me?"

I smiled down at the shorted boy, "guten tag my friend."

Kurt's eyes went wide, "ah!" his hands immediately reached for his watch and turned to on, causing the fur and tail to disappear, replacing his mutant form with an ordinary teenage boy, "ah, hello."

I chuckled, 'so that's why Xavier wanted the watch,' I remembered him asking for the holographic watch, guess this was why.

"Hello there, I'm Peter, would you be so kind as to tell me where I can find the professor?" I asked looking at Kurt and the brown haired girl, who was now right next to us.

"Ah, yeah, who are you anyway?" the girl, I realised was Shadowcat, asked.

"An old friend," I smiled.

"The professor and the rest are having breakfast," Kurt said slowly, "we-ah, we can show you if you want."

"Cool, lead the way," I smiled.

Kitty, the brown haired girl, not my silver haired ex, grabbed the cellphone Kurt was holding with a huff, "and don't steal my stuff!"

"Ah! I was so close too!" Kurt grumbled as we walked into the mansion.

"So, you're the new students huh?" I made small conversation, "what can you do?"

Kitty looked surprised, "wait, you know about..our powers?"

"Your mutant powers?" they nodded, "yeah, I know. Also, considering I didn't freak out seeing a blue dude with a tail should have made that obvious."

Kurt chuckled nervously, "haha, yeah. Professor told me to keep my disguise on, but I usually turn it off at the mansion. I wasn't expecting any guest."

"No worries, can't expect to hide forever. Besides I didn't build that thing to serve as a crutch, it's a disguise, nothing more," I said pointing at the watch around Kurt's hand.

"What? You build this?!" Kurt asked in surprise and joy.

"Yup, the professor asked me too."

"Thank you, thank you!" Kurt hugged me and began to jump, "it's thanks to this watch I can even talk to people! They are actually nice to me now!"

I smiled, "well I'm glad I could help. But ah, could you let me down?"

Kurt blinked, "heh sorry," he stopped as quickly began to walk, "so are you a mutant too?"

I shrugged, "in a way."

"In a way? What do you mean in a way?" Kitty asked very curious.

"My mutation is man made," I shrugged, freely giving out that information, "so while I can be called a mutant, I'm not a real one like you and blue ball. By the way, what's your names?"

"Oh, I'm Katherine, but everyone just calls me Kitty," the girl smiled.

"And I'm Kurt! Kurt Wagner! At your service," the boy smiled.

"So Kurt, you're a teleporter right?"

"Yes! I can go anywhere I have been before!" the boy was excited guess he really liked me.

"Hm, I wonder how that works," I asked myself, in my head the scientist in me began to think a hundred miles per hour. Could he somehow have the power to bend space? No, if that's the case why the smoke? It would instant, no mess no fuss.

And the smoke, what is it? A by product? The only thing I can think off is that he jumps into another dimension and then jumps out. Like in Minecraft and the other world. How moving around in the netherworld means moving further in the real world. Hm, this warrants investigation. I wonder if-

"Ah, excuse me," Kitty asked shaking me out of my thoughts, "are you okay?"

I blinked and turned to her, "what? Oh, yeah, I'm fine. It's just I was caught up trying to figure out how Kurt's powers work."

"Really?" Kitty asked surprised, "what do you think?"

I turned to Kurt, "I think Kurt can hope through dimensions," the two teens gaped in shock, "his powers seems to come from his mutation, like a gateway. My guess? He can hope into a world smaller in scale to our own and then hope out in another place.."

"That is so cool!" Kurt said with glittering eyes.

I smiled, "glad you think so blue, tell me, when you jump away, do you see anything? Anything at all? How does it feel?"

Kurt blinked, "ah, nothing really. I just feel like I'm moving to another place immediately. I don't see much when I disappear, only purple smoke."

"Hm, the smoke must be hiding your sight," I thought to myself before sighing, "damn it, now I'm interested in trying to figure out your powers."

"Ah, okay…." Kitty said slowly, "anyway, here we are," she lead me into the dining room where I found Jean, Scott, Logan, Storm, the Proffessor, a black kid with blonde dyed hair and girl with brown hair and a silver streak running down her side. I'm guess the girl's Rouge, but I don't know the kid. Since this is the Evolution series could he be Spike?

"Thought I smelt you around bub," Logan spotted me first smirking.

"Peter!" Jean cried out as he got up and quickly jumped at me, hugging me tightly, "this is such a surprise!"

I smiled as I dropped my duffle bag and hugged her back, "it's nice to see you too Birdie."

"Why are you here Peter? Did something happen?" Jean asked me telepathically.

"No...I just needed some time away from New York and the people there," I smiled, "hope you don't mind. The Professor said I could crash here for a few days."

Jean smiled, "of course not! Oh this is going to so exciting!"

I chuckled, "always bubbly," Jean stepped aside as Scott walked up to me with a forced smile, "hey Scott, nice seeing you again."

"Peter," he nodded, still a little defensive, "what are you doing here?"

"Peter here needed a few days rest," the Professor said, "I offered him our home."

"I didn't realise this was a resort," Scott shot back. I winced, I didn't realise it would seem that way.

"Scott, that's no way to treat a friend," Charles scolded him, "he is our guest here, do you understand?"

Scott nodded, "right."

"Hm, excuse me, but can someone tell me who this is?" Kitty asked, "like seriously, I'm totally confused right now."

"This is Peter, he's my friend from before I joined the X-men," Jean said with a smile, "when my powers first appeared Peter was the one who taught me to control them. Heck, he did a lot more than that, he even helped me come to terms with being a mutant in the first place."

"Woah," Kitty said looking at me now in a new light, "you helped Jean? That's so cool! Can you help me out? I'm having trouble when I go to bed! Everytime I do I end up phasing through it!"

I blinked, acting time! "Phasing? What's your power?"

"Oh, right! Silly me," she pressed her hand on the table until it phased through the table, spreading down below.

I hummed, "oh, I see...damn, that's extremely scary."

"Why is that?" Kitty asked.

"Because of what it implies," I g.r.o.a.n.e.d, "can I see it again?" She nodded as she did the same, keeping her hand there inside the table. I touched her arm above the table, feeling it stiff, solid. No vibrations.

"Okay. I think I got it," I nodded.

"You have?" Charles asked a little surprise.

"Yeah. If what I think is true, then your powers are very dangerous Kathy, very dangerous indeed."

"Really? Hey wait, my name's Kitty! Not Kathy!" Kathy cried out.

I shrugged, "I don't like cats," Jean shot me a sidelong glance but said nothing. "Anyway, your powers don't involve vibrations, meaning it's not about shifting your frequency. What's your doing is so much better. You are literally manipulating your body's quantum frequency. Very impressive."

"Okay, now I'm lost," Kathy said scratching her head, "can you make any sense?!"

Jean chuckled, "I've been asking that since the day I met him."

I scratched my nose, "I can't be sure until I get some tech to check you out, but I'm assuming that what you're doing involves quantum physics, more specifically, quantum probability. Basically...ah, this is taking too long, look it's like this. Your mind basically can make your body act on a sub-molecular level. Basically, according to your body the surface you're touching doesn't exist, so you can move across it."

The X-men blinked. Spike spoke up, "I still don't get it."

"Honestly Peter, you just have to show off every time don't you?" Jean raised an eyebrow smiling.

I chuckled, "yeah. Sorry," my stomach growled loudly, "ah, with that said. Any chance we can get something to eat now? I'm starving!"

"Of course, please sit," Xavier motioned to the table.

"Thanks," I nodded as I sat down near the end with Spike. Jean went back to her seat with Scott. Kurt sat next to me while Kathy said opposite to me, next to Rouge, who was currently giving me the stink eye.

"So, what's your name grumpy?" I asked with a smirk.

"None of your business," she snapped back.

"Okay then Grumpy," I smirked, turning to Spike, "I'm Peter, you're?"

"Evan, nice to meet you," the kid smiled, "where are you from?"

"Queens," I replied, "you?"

"Manhattan, the Bronx," Evan smiled, "where do you go to school?"

"Midtown high, you?"

"Oh, I...wait, Midtown high? You….you're name isn't Peter Parker is it?!" Evan asked sounding amazed.

I blinked, "huh, yeah, why?"

"Dude! It's you?! The Peter Parker?! The guy who's so smart you work with the Fantastic Four?!"

I blinked, "how did you know that?"

"Everyone knows that man! It isn't everyday we find out a teenager works with super heros! Plus like did you save your school from those Hammer drones last year?! That was so cool! My friend said he saw you drive a school bus over them!"

My jaw was dropped in shock, "I-I didn't think was that famous."

"So is it true?" Rouge asked, "do you really work with the FF?"

I nodded, "yeah, well, I mean I used too but...not since the Doom incident."

"Wait, do you know Spider-man?!" Kathy suddenly asked getting on her feet.

I looked around, Jean and Logan were holding back laughter while Xavier and Storm just smiled. I looked at Kathy and shrugged, "kind of. He pops in once in awhile, says hello. He and Johnny go out and fight crime a lot, so I don't really see him much."

Kathy's eyes start to sparkle, "oh my god, oh my god! What's he like? Is he single? Is he ugly under the mask? Does he like make the webs? Does it come out of him?"

I blinked, I turned to Jean, she looked like she was going to pop a blood vessel struggling to hold back her laughter. I sighed, "I don't really know him that well. I have never seen him without the mask, but he seems nice enough."

"Where is he right now?" Rouge asked.

"What do you mean?" Kathy asked sounding confused.

"We haven't seen Spider-man in over two months," Rouge explained sipping a cup of black coffee, "so is he dead or what?"

"What?! He can't be dead! He's Spider-man!" Kathy cried out before turning to me, "right?! Right?!"

Everyone looked at me, waiting for an answer. I sighed, "he's gone. I don't know when he's coming back...if he's coming back."

"No way," Kathy slumped into her seat looking defeated, the people who knew my secret identity however, well they just looked worried.

"Peter, you're not thinking off...off-" Jean asked, her thoughts worried.

"-Killing myself? No, but I don't know if I want to continue being Spider-man," I replied back before turning to my meal and eating quietly.

I turned to Logan, "have you spoken to Steve lately?"

Logan nodded, "we have. He's still shaken up, but he's getting better."

I nodded, remaining quite as slowly the others began to speak. Kathy began to yell at Kurt for stealing her phone while Jean and Scott were whispering while the shades wearing boy kept glaring at me.

"Peter, perhaps now would be an excellent time to begin," Xavier spoke up as soon as I finished.

I nodded and got up, "lead the way. I'll see the rest of you later," I waved at them following Xavier into his office, a few doors down.

We entered a majestic room, fancy and huge. He rolled behind his desk and motioned for me to sit down before him.

"Now then, why did you ask for my help Peter?"

I sighed, "it's….difficult to explain."

"Does it involve Spider-man?" he asked.

"Yes, but not just him," I sighed, "it's my whole life...you see, ever since Doom came...I've been afraid."

He raised an eyebrow, "afraid? Afraid of what?"

I meet his eyes, "of dying. Which is funny considering I can't die. Especially now."

"I'm sorry? I don't follow Peter. Why do you think you can't die?"

I sighed, "did Logan and Jean tell you what happened? How Doom broke me? Leaving me inches away from death?"

Xavier nodded, "yes...when they told me they could save your life I didn't hesitate to allow them use of the Black bird."

I nodded, "thanks for that...anyway, the process to save my life needed a little of Logan's blood to help me heal myself. But it did a lot more than that, it gave me his powers," I held up my right hand and slowly my stingrs tore through my skins.

Xavier's eyes went wide as the blood soaked black bone claws came out of my hand. I winced in pain, I was still not used to this. I showed him my hand, "I gained Logan's powers as well. All of them. Meaning..."

"You can heal from virtually any injury," Xavier concluded looking at my stingers in surprise.

"Exactly," I drew my claws back inside. I showed Xavier my hand as the tears in my skin the claws made slowly healed itself up. I sighed, "so I know I can't be hurt, or at least killed. Yet...I'm afraid to put on that costume. And when I woke up from my coma fully healed I was angry, so angry. I wanted to get Doom back, but the moment I heard about Felicia...I don't care about him."

"Felicia is your-was your girlfriend," Xavier corrected himself.

I nodded, "yes. Jean told you about her?"

"Jean had some...choice words for the woman. She was enraged at what she had done. She told me she assaulted you, yes?"

I shrugged, "yes, but it wasn't anything too bad. She just tased me...honestly, the worst is that she didn't let me come with her."

"What do you mean?"

"She's the Black Cat, you remember her right?"

Xavier nodded, "yes, the young woman who was with you when we went after Wyndham."

"Yeah. And remember the thief that helped us get into the blacksite?"

"Her father if I recall correctly?"

"Yeah. Anyway, she and I have been trying to figure out a way to get him out for some time now. When suddenly she was offered help in doing just that. I told her it was a trap but...she didn't listen. When Doom attacked me SHIELD and everyone else was put on high alert and focused all their attention on Latveria, giving Felicia the perfect chance to save her father and get away with it."

"Which she did?"

I smiled, "yup. When I found out I….I wasn't mad. Honestly I wasn't. I was impressed, she was smart, I was just so happy she wasn't in jail that I didn't care she used my injuries as an excuse to run away. And when I could, I tracked her down. Only….she was already planning on running away.

"She had too, her father was a fugitive and she didn't want him to leave her again. So she became one as well, she became a criminal...I offered to come along, I told her I would do it. But when I did….she tased me."

Xavier observed me, "you were willing to give up your entire life here in New York, your family and friends, just for her?"

I pointed at my head, Xavier quickly understood as he opened a telepathic channel. I thought out, "yes, I would. When I got these powers...I was forced to be Spider-man. I knew I had to be a protector, try and help people when I could. And then I forced myself to be a better Peter Parker, to be as smart as I could, for my family. But Felicia...she was the only part of my life I wanted. So yes, if I could, I would have dropped everything for her."

Xavier broke the connection and sighed, "it's...hard to read your thoughts Peter. I'll admit though….it's not often I see someone feel the world around them is a lie."

I shrugged, "it feels that way to me."

"You see yourself as three people don't you?" Xavier hypothesised, "one part is Peter Parker, the other is Spider-man. And this third face...you see it as your true self don't you?"

I nod, "yeah that….that's pretty accurate. Scary accurate." 'Seriously, one look in my head and he figured that out? Greatest mind in the world indeed.'

"I see...and why do you feel that is?" Xavier asked.

I g.r.o.a.n.e.d, "I...it's complicated. It's like this. When I got my powers I didn't want to be a hero, but I felt there was a part of me that forced me to become one. When I was Peter Parker, there was a part of me that compelled me to be the best. But now? Now I have nothing. Spider-man is broken, dead to the world. And Peter Parker's greatest achievement, working in the Baxter building, had been blown up to bits. So I find myself wondering, what the hell should I do now?"

Xavier smiled, "Peter, I think you aren't seeing the whole picture here. No one is asking you to bee a hero, you do that all by yourself. People don't just do something because they have to, not unless they are forced to. You chose to be Spider-man, you chose to be a scientist. Maybe now you must ask yourself if you are truly satisfied with who you are."

I thought it over, and found myself agreeing with the man. He didn't have the whole picture, he didn't know who I really was, but….maybe he can help me.

I looked at him, "Charles...I want you to look into my mind."

Xavier's eyes went wide, "I'm sorry?"

I stared him down, "there's….there is a part of my mind that is locked away. When Jean first acquired her powers she tried to read it but found herself unable to… I'm not sure why. But I want you to try. I want to explain to you what's going on. Please."

Xavier looked at me for a moment before sighing, "very well Peter, if that is what you wish, I shall comply." He rolled around the table and stopped right in front of me placing his fingers on my head and sighing, "try to relax, you won't feel a thing."

I nodded as I closed my eyes and let go of all my worries and thoughts. Suddenly I felt something come into my head. I heard Charlie's' voice, "I'm inside Peter, would you like to come in as well?"

I shrugged, "yeah, if you can."

"One moment," he replied and suddenly my eyes began to grow heavy.

I found myself floating in a pink void, completely empty of everything. And suddenly the area below me began to grow, slowly the pink turned inside out, I found myself standing in a city filled with buildings I was familiar with.

It looked a little bit like New York, but a super compressed version of it. I saw the Baxter building right next to Midtown high. I saw the Avenger's tower next to a library Peter used to visit and a hospital where he spent a month recovering from a broken arm.

"Where am I?" I thought out loud, finding my avatar doing the same. I looked down, I wasn't in my civilian clothes anymore. I was in my red and black costume.

"This is your mind Peter," Xavier said as he suddenly appeared next to me.

"Ah!" I cried out jumping back, "how the hell can you sneak up on me in my own head?! That's not fair!"

"I suppose it isn't," he smiled looking around, "interesting. For you your mind is in the form of the places you visited, a very unique way of remembering things."

"Ah, yeah, I kind of based it around the memory palace principle, you know."

Xavier nodded, "I am aware. I must say this is certainly very thorough," he snapped his fingers and we were both up in the air, flying around my mind city, "your detailing is excellent, very good. No surprise though, considering your genius level IQ."

"Thanks," I smirked. I looked around some more. Most of them were buildings of NY, a huge glass building I saw filled with books, that must be my main data core.

But as I passed by several buildings, I saw flashes of something through the gaps between the buildings. I stopped and observed, as if granting my d.e.s.i.r.es, all the buildings around us began to move away, just outside the limits of my mind city was a tall black tower jutting out into the sky.

"I believe that's what you wish to show me," Xavier replied looking at the tall tower.

"Really? You think?" I asked rolling my eyes. Just then a building near my right hand light up like a christmas tree. The Neon sign, 'Joke House' started flashing brightly over it. "What?"

"I believe that's where you make all your comedic quips and bad puns," Xavier smiled as he snapped his fingers opening the building in half revealing a comedy club inside with a packed audience and a smaller version of me inside dressed in a tux and charming smile.

"So I say to the girl, woman, you might be one cool cat, but all I care about is your fine puss-"

"Okay!" I cut in snapping my fingers, closing the building, "that's enough."

Xavier smiled, "it's alright Peter, I'm used to people's suppressed feelings coming out. Believe me, I've had it all."

I was about to reply when suddenly the tux wearing me came running out and yelled, "it' not that! I just didn't want you to hear a crappy joke! It would ruin my reputation!"

I blinked as the small me bowed and walked back inside. I turned to Xavier, "what he said."

Xavier chuckled, "come, I believe there's a tower you wished to show me."

I nodded as I took the lead. We soon moved out of the city of my memories, or more accurately, Peter's memories and approached the tower.

I didn't really understand why my old lives memories were in the form of a tower, especially one this...gruesome. But I knew this was the place.

I scratched the side of the tower and pressed my hand up against it. Suddenly the entire thing began to rumble and shake. Slowly a gateway opened before me into the middle of the tower. I looked inside and saw thousands upon thousands of crystal balls floating in the air, I focused on one and found a movie running inside.

"Those are memory balls," Xavier explained as he came up next to me, "they are the most basic way to store a memory. I must say when compared to your city, these are quite basic in design."

"That's because they are my memories from before I-"

KRAAAM!

A loud siren exploded outwards, overpowering my voice. Xavier and I held our ears shut and waited until it stopped. When it did we looked at each other in surprise.

"Why did it do that?" I asked.

"It….it seems to be some kind of defence mechanism," Xavier concluded, "whatever you were about to tell me, it obviously didn't want you to."

"This must be why Jean didn't understand me the first time around," I realised, "every time I try and tell someone about my past-"

KRAAAM!

Once again, the ears rang violently. I sighed when the ringing stopped, "shit."

"This is most vexing," Xavier said before eyeing the open tower, "come, let us go inside, I wish to see what could possibly need such protection."

I nodded as I floated inside. I recognized some of the movies playing in the orbs, the Dark Knight, Avengers 2, the Amazing Spider-man. All my memories of before, all that knowledge, it was right here.

Xavier approached, but the moment he stepped inside, he began to scream, "ARGH!"

Everything turned pink once more and I suddenly found myself back in the real world.

Xavier removed his hands from my temples like they were on fire. He began to pant furiously as he looked at me in horror, "what was that?!"

I blinked, "I-I don't know."

"It felt,... oh my God it felt like nothing I ever felt before," I gulped, "Peter, what is in your head is impossible. It's like a black hole, no telepath on Earth and break into that place. What is inside there? What are you keeping?"

"I-it's my memories of $#% $#% "

Xavier blinked, "what?"

"I said it's my $%#$%2#$%" I told him what it was, but somehow, he couldn't understand a word I was saying. I blinked, "okay, how is this possible?"

Xavier looked down in thoughtfulness. He looked at me and then his hands before sighing, "I can only come to one conclusion Peter. Whatever is in that tower, whatever you're hiding, something very powerful wants to keep it away from anyone else. It doesn't allow you to speak the words out, it makes everything you say sound like gibberish."

"So you're saying when I think I'm saying something legible, I'm actually just going ape shit?" I asked in disbelief.

Charles nodded, "yes….I'm sorry Peter, but there's nothing I can do."

I looked at my hands, 'when I was sent here I thought it was thanks to some cosmic entity going bored and wanting to have some fun….could that be the case? Did they design it in such a way I can never share any form of information with anyone? Strange….then how did I tell Matt about Fisk? That's something he shouldn't know and discover on his own...does that mean there are special conditions?'

I knew one thing for sure, I need to do more research into what I can and cannot say. I looked at Xavier, what did I know about the Evolution story line? Oh wait!

"You need to be weary, A#$#% " I stopped, "f.u.c.k me!" I meant to say, 'you need to be weary, Apocalypse is coming.' But obviously that didn't work out.

Xavier looked surprised, "what was that?"

I sighed, "I just tried to #$%#$%# , oh come on! I can't even $% #$?! F.u.c.k me!"

Xavier was surprised, "Peter...are you alright?"

I waved his worry away, "yeah, yeah, just...I'm just trying to figure out what the limits are on this thing. F.u.c.k me, I'm useless."

Xavier placed a hand on my shoulder, "Peter, you are anything but. Maybe...maybe I don't have the answers you seek. But I know that you do. Perhaps you should spend the rest of this weekend trying to figure out who you are, without the heroics of Spider-man and the life of Peter Parker."

I sighed and got up, "yeah, okay. Thanks for trying proffessor, I appreciate it."

"Any time," Xavier said as I walked out and closed the door behind me. There's one lead crushed. But at least I get to stay here for two days, that's something.

I walked around the mansion, trying to find someone to help me into a room. I sighed, I activated my enhanced sense of hearing and tried to find a heartbeat. But instead I heard a rumbling coming from below. Growing curious I decided to check it out. I looked around for a way to get to the bas.e.m.e.nt, when I realised it was probably hidden.

I did my best to remember what I could from the TV show, didn't they have some kind of secret entrance? Hidden behind an armour of some kind? Hm.

I looked around and- Ah-ha! I found it. A suit in the end of a dead corridor. I searched around for a secret button and found it immediately near the back.

I pressed it and slowly the armour split in half and opened up. I walked in with a smile and had the lift go down.

The doors opened to a metallic hall that was so advanced I could hardly believe it. I walked down the corridor and found the noise coming from the door to my left. I found a control panel to the side and pressed it open, revealing the Danger Room.

In the middle of the room was a giant hall, metallic walls with laser and giant machine gun coming out of it. Running around it in a sort of high tech deadly obstacle course was the X-men.

"Alright Kurt you're doing great, just hang in there!" Jean cheered from the finish line with Scoot as they watched Rouge, Kathy and Kurt run the course. I looked around for Evans but couldn't find him anywhere.

I turned to the X-men running the course and I have to admit I was impressed. The way Kathy moved through instruments of death made her seem like a perfect candidate for infiltration missions. While Kurt and Rogue had to work more for their victory, Kathy just breezed through it.

She ran to the finish line and jumped into the air, "and I'm first! Again!"

"No fair!" Rouge called out as she jumped over a hurdle and under a laser beam, bringing up second place while Kurt brought up third. How a teleporter had so much trouble winning a race I have no idea, but whatever.

"Well that certainly was impressive," Scott said smiling, "Kurt, you managed to reached all fifteen needed marks in order to pass the course, I'm impressed," ah, that explains it, "Rouge, you need to work a little bit on your gymnastics, but otherwise you're just fine," the girl scoffed, "and Kitty….we'll need to get you a new course."

"It doesn't matter what course we get her! She will just phase through it!" Kurt cried out, "it's not fair!"

Kathy snickered, "says the teleporter!"

"I have limitations on my powers, can't you do the same?" Kurt asked in a begging tone.

Scott and Jean shared a look before the teenage boy replied, "we'll see what we can do."

"Maybe I can help," I called out leaving my duffle bag at the door as I walked in. I looked around and whistled, "I have to say, very impressive. I wish I had a room like this...on second thought I would probably just turn into a really kinky s.e.x dungeon first chance I get."

Scott g.r.o.a.n.e.d as he pinched his nose, "how did you get in here?"

I shrugged, "I'm a pretty good detective. So what's this place called? Gym 101?"

"It's called the Danger room," Jean supplied with a smile, "would you like to take a run at it?"

I looked around, "meh, why not? Shouldn't be too difficult."

"Oh really?" Rouge asked scoffing, "shows what you know."

"This is training for people with powers Peter, you can't take this lightly," Scott warned.

"Well then it's a good thing I have a power isn't it Scott?" I said, everyone looked curious while Jean looked surprised. I waited for a moment before smiling, "I'm super handsome!"

They rolled their eyes as one. "Where did you find this guy!" Kurt asked as he laughed heartily.

"Tell you what, if you can get passed this course I'll wear a pink tutu for the rest of the week," Rouge scoffed.

I raised an eyebrow, "is that a bet?"

Rouge met my eyes and smiled, "yeah sugar, it's a bet."

"Oh you are so going to regret that," I grinned taking off my coat and throwing it away, "hey Jean, set it up for me will you?"

"Jean-" Scott warned.

Jean chuckled, "it's fine Scott, trust me," she moved to a data pad and punched in some buttons. Slowly the entire room began to reset itself and the machines went back into the wall. "Alright, the moment you start the timer begins. Whenever you're ready Peter."

"Right," I looked at the path ahead and grinned. I took off in a dash, charging headfirst into the course.

"And he's out," Rouge said with a smirk as the ground below my feet rose up to form a barricade.

"No yet Tutu!" I yelled as I leaped over the hurdle and jumped on the wall, kicking away and over a laser beam that I remembered seeing hidden away. I then ducked under giant buzz saw, leaped over another hurdle and rolled under a giant mallet.

"Woah," I heard Kathy say.

"You haven't seen nothing yet buckos!" I yelled as I leaped over a set of mechanical pincer arms that tried to catch me. I landed on a roll and moved to keep running when suddenly a metallic pole shot out of the wall coming at my head.

My spider senses warned me before that even happened. I ducked with an inch to spare, I then leaped over another giant metal hurdle before landing on the finish line with a bead of sweat on my brow, "what's my time?"

Jean looked at the timers, "six minute and thirty seconds, a full minute shorter than Rouge's."

"I'm not wearing a tutu!" Rouge cried out.

"But you promised!" Kurt shot back. The girl growled and walked away with Kathy running after her calling out to stop.

I sighed as I put my jacket on and turned to the others, "so what's her deal? Super emo powers?"

"Go easy on her Tiger," Jean gave me a sad smile, "she...her powers are different."

"How so?" I asked, knowing the answer.

"She can't touch anyone," Kurt explained, "if she does they die."

I knew this, but I did my best to act surprised. "Woah...that's...okay. If I could never make out ever again I'm pretty sure I would be pretty pissed off too."

Scott growled, "her conditions isn't a joke Parker! You have no idea what she's going through!"

I shrugged, "and you do I suppose?"

"Yes, I do," he spat as he walked away, leaving just Jean, Kurt and I.

Just then Evan walked in wearing his uniform and looked around. He grew confused, "ah, did I miss something? Where is everyone?"

Jean sighed, "it's fine Evan, I'll set the course. You and Kurt get another run at it."

Kurt nodded without a word as he joined Evan in the course,. I sighed as I leaned against the wall next to Jean, "I'm sorry. I was harsh there huh?"

Jean waved it away, "no it's fine. It's just...you know they are. Still getting used to their powers. Scott's….he's protective of Rouge. She saved his life. And well….you can understand why Rouge's upset."

I sighed, "yeah, it's just humor's my defense mechanism you know. So...shit, I'll go and apologize to her."

"You don't have to-"

"-Yes, I do," I smiled at Jean, "I wouldn't be me if I didn't."

Jean looked at me in surprise before she smiled and shook her head, "nobel bastard." I smiled, leaving the Danger room and going for the elevator.

I put my duffle bag in the living room and used my sense of hearing to find Rouge. I could hear her heartbeat in the gardens. I found her scent in the air pretty quickly. I walked over and found her curled up behind a rose bush crying.

"If it's any consolation, I think you would look hot in pink," I said slowly.

She looked up, "I...I didn't mean to snap….I'm sorry."

I shrugged, "no, it's my fault," I st down next to her, "Jean told me about your powers. I get it, if I found out I could never make out ever again I would be pretty pissed off too. I'm guessing the depressed outlook on life you have is just pent up s.e.x.u.a.l frustration yeah?"

Rouge went slack jawed, "you know when people are apologizing they don't end up insulting the person more."

I shrugged, "I'm not used to saying sorry. Well...I am, but….anyway. Look, I'm sorry, I am, but honestly, this whole attitude you have is frankly sad, so I'm going to fix that right up."

Rouge wiped her eyes, doing her best to glare a hole into my head, "how?"

"I'm going to cure you!" I smiled.

She looked at me like I was crazy, "what?" Frankly, I don't blame her.

That afternoon:

I put away my stuff in the room Xavier Had allotted for me and immediately had Jean show me to the lab they had on the campus.

It wasn't as fancy as the one I was used to in the Baxter building, but most usually aren't. But it was equipped with tech that was tuned towards mutants and their powers, making my job a lot easier.

The doors opened as Rouge walked in looking around, "you wanted to see me?"

"Oh hey Tutu, sit," I pointed at a chair as I walked up to her with a notepad.

Rouge looked at me wearily as she sat down, "what's this about?"

"I told you didn't I? I'm going to find a way to cure you," I told her, "now, tell me, when did you powers first activate."

Rouge blinked, "ah, I was, ah, kissing my boyfriend."

"Touge?"

"Why do you need to know that?!"

"Because, if you used though that means it is also a surface on your body that can absorb another person's life force," I said noting the actions down.

Rouge growled, "tongue."

"Oh, kinky," I chuckled.

"How exactly are you going to help me?" Rouge asked quickly.

"No clue," I replied jotting down several points.

"What? Then how do you know that you can even help me?!"

I shrugged, "no clue. But I'm going to try," I smiled.

Rouge rubbed her temples, "God help me you're crazy."

Poof!

Kurt and Kathy appeared in a poof of smoke, "stop stealing my stuff!" Kathy cried out as she snatched a hairbrush out of Kurt's hands.

"Hey! It's mine! I bought it!" Kurt snatched it back.

"Yeah right, like you-" Kathy stopped as as realised where they where, "ah, hey."

Rouge sighed, "hey Kitty."

"What ah...what are you guys doing?" Kathy asked.

"I'm trying to figure out Grumpy's powers," I explained as I picked up a scalpel, "now, hold still."

Rouge's eyes went wide at the sight of the sharp surgical tool in my hand, "what are you going to do with that?"

"Oh this?" I looked at the scalpel before smiling, "I'm going to cut you open and harvest your kidneys! Whahaha!"

"What?!" Kurt gasped in horror, "no! I'll won't let-"

Whack.

Kathy hit him up the head, "he's obviously joking Kurt."

Rogue g.r.o.a.n.e.d, "kill me now."

I chuckled, "sorry, whenever I see someone so unbelievably depressed I can't help cracking jokes. As to the scalpel," I pressed it on my skin and made a small cut on it. I took a sucker and took the blood out, watching as my wound quickly healed itself.

"Alright, show me your arm," I asked her.

Rouge blinked, "why?"

I sighed, "because I need to figure out how your powers work."

"I told you how it works! People touch me and they die!" Rouge cried out.

"Yeah, but I need to know how that happens, now, arm," I motioned her to roll her sleeves up.

Sighing she did just that. I grasped her arm and slowly put the drop on her skin and waited. I looked at her, "nothing?"

Rogue shook her head, "no. Now what's this supposed to do?"

"This proves that your body conducts powers not through blood but through something else," I scribbled away on my note pad, "my best guess? Skin to skin contact must transfer something...but what? It's not blood so...what is life force anyway?" I hummed to myself before turning to Rouge, "hey Tutu, tell me, when you're absorbing someone, what does it feel like?"

She grumbled at the nick name, "it...it feels like a rush of power. Suddenly I remember everything they do, I can see everything they see and know whatever they know. It's like...it's amazing."

I frowned, "wait...did you say you gain their memories?"

Rouge nodded, "yeah, why?"

"Well then that means….oh! Oh that's brilliant! Oh why didn't I see this before, that's freaking amazing!" I began scribbling things down on my note furiously, "this makes perfect sense!"

"What does?" Rouge asked.

"Five bucks says he's mad," Kathy whispered.

"YOu're on," Kurt whispered back.

I cackled, "YI figured out how your powers work! You see the skin is extremely absorbent, it's actually one of a kind when compared to the rest of your organs. But it has something else, nerves. Nerves attached to every millimeter of it's surface. And, each nerver is connected to the brain.

"The way I see it, you're like an electric eel, or a reserve electric eel. You absorb someone's life energy, or to put it in a more scientific way, you take in their bio-electricity and then use it for yourself. This is why you don't just absorb their energy, but their memories, which is stored..."

"On the brain," Rouge realised, "s-so how do you fix it?"

"Well, I can't," I smiled.

"What?! But you said-"

"I know, but I can't do it unless I experiment on you for days upon days together, which I'm sure you wouldn't like. But, I do have a way you can control it," I looked around the lab, trying to find what I'm looking for, "my solution isn't permanent, but it should help you out a little."

The three mutant teenagers were quietly watching me scourge through the lab, trying to find the equipment I needed.

"Dammit!" I cried out, "there isn't a single f.u.c.k.i.n.g quantum inhibitor anywhere! Argh! Why does this always happen to me?! I look for a quantum inhibitor, but I find a gene silencer, and when I'm searching for that I-oh, found it!"

I began to work, the three mutant teenagers looked over my shoulder curiously as I began creating the five devices I would need. But I would need a container, hmm….

"Kurt!" I called him over.

"W-what?" he asked.

"Go to Kathy's room and steal all the pink scrunchies she has!"

"You got it boss!"

"What?! No!" Kathy cried out, "don't you dare do it Kurt-"

BAMF!

The jewish girl growled, "god dammit! Why me?!"

"Why Kathy, don't you want me to help your friend?" I asked with a pout, guilting her immediately.

"N-no, nothing like that, it's just," Rogue glared at the girl who eventually sighed, "fine….I still don't like it."

BAMF!

"I'm back!" Kurt called out as he appeared before me, tossing three bright pink scrunchies on the table and two black ones, "she didn't have enough pink ones."

"Neah, this is perfect!" I held up a chain like stretch of metal with a blinking light in the middle that generated a humming sound that was nearly silent, even for my ears. I grabbed a scrunchie and tied each rope like machine around it before tossing one to Rouge.

"What do I do with this?" Rogue asked.

"Put it on," I instructed her as I began to fix the second scrunchie.

"What? But it's pink!" she cried out, holding the offending object afar.

"Would you rather wear pink or not touch anyone ever again?" I asked.

"I-I….you planned this didn't you?" she glared.

I tossed her a second pink scrunchy, "you promised to wear a pink tutu didn't you? This should be close enough." She narrowed her eyes but complied, following my instructions to a scrunchy on each limb and one around her neck.

"Alright, let's see if this works," I took out a custom made remote and activated it. Instantly all the hairs on Rouge's body went up, the static electricity made from the devices I made caused goosebumps all along her body.

"W-what was that?" she asked me.

"Hopefully? A form of protection," I reached forward, she flinched, "it's alright...trust me, I'll be fine Rouge." She looked unsure, but when I continued forward, she didn't flinch.

My fingers touched the back of her hand, she flinched but then...nothing. I smiled as I slowly cupped her entire hand in mine.

"Tolle!" Kurt cried out in German, "you are amazing Peter!"

"H-how are you doing this?" Rouge asked, looking shocked.

"The machine cancels out your powers," I pointed to the metal chain like machine I wrapped around the scrunchy, "they act like a neutralizing agent to your powers. A buffer if you will."

"But how?" Kitty asked.

"Well, Rogue's powers allow her to absorb a person's electricity through touch. She's sort of like an electric leech, absorbing not just their powers, but their memories as well. What my machine does it emits a magnetic field around four feet wide. Rouge's skin is special, it's like an open conductor, so when she touches someone, electricity passes through from person to person. But the magnetic field my machine forms, neutralises this, it causes a disturbance in the transference, preventing her from absorbing anything."

I looked at their faces, they were utterly confused, blinking in confusion, while Rouge looked hopeful.

"S-so can I touch people again?" she asked.

I nodded, "yup. And if you keep those bands on, you can kiss people too. The range of the machines should be effective enough to prevent any harm….especially from tongue."

"Thank you!" she leaped forward, colliding into me with a hug,"thank you thank you thank!"

I chuckled, "it's fine," I patted her on the back, "hey! You want to prank Scott?!"

Rouge and the others grinned, guess that meant they were in.

A few minutes later:

We snuck into the living room where Jean and Scott sat on a couch watching TV while Logan and Ororo sat afar, playing a game of chess, and judging from the way Logan kept growling I'm guessing he wasn't very good.

"Alright, you know the plan?" I whispered to them.

"Yes," Rouge smiled as she removed her gloves and rolled up her sleeves, exposing her pale white skin, "this is going to be fun!"

I nodded as we all snuck into, doing our best to stay silent. Logan and Ororo noticed us immediately. I smiled and pressed finger to my lips, winking at them, the two remained silent, though their attention was now on us instead of their game.

I walked forward, gaining Jean's and Scott's attention. "Hey guys! What are you watching?" I asked, plopping down between Scott and Jean, forcing them apart, much to Scott's annoyance and Jean's delight.

"Just something about cat's," Scott grumbled as he flipped the channel to Nat Geo, showing a doc.u.mentary about Lions, "which seems to be the only thing on TV these days."

"Huh," I glared, "cats. Stupid things."

"Peter, if you want, I'm free to talk," Jean told me, holding my hand in hers and giving it a firm squeeze.

"I'm fine….it's just...she's left. Besides I've never been a cat person. The only kind of p.u.s.s.y I like is the kind-"

"-Peter!" Jean blushed, "watch it!"

I smirked, "oh, what's wrong birdie? Did my dirty mind make you nervous?"

Jean raised an eyebrow, "have you forgotten that the professor can also read minds?"

I blinked, "huh….but, I mean he wouldn't right? He promised he wouldn't do that again."

"He wouldn't have to read too deep to hear that," Jean smiled, "you're basically screaming it out so loudly any decent psychic can pick up on it."

"And you don't need to be a mind reader to know what you were thinking," Rouge said as she leaned forward, wrapping her exposed arms around Scott's neck, pressing her rack against his back.

"What the-Rouge!" Scott cried out as he immediately jumped out of the couch, touching himself over, "what are you doing?! Are you crazy?! What if I….I'm not dead?" he asked in utter confusion.

"Wahahah!" I laughed, holding my gut as it threatened to jump out of my body, "that was priceless!"

"And I got it all on video!" Kurt cried out hanging from the ceiling , holding my phone upside down to capture the whole thing.

"What is going on?" Jean asked as she got on her feet, looking between Scott and Rogue, "how was she..." Jean narrowed her eyes at the surprising pink scrunchies Rouge now wore and the machinery wrapped around it. Immediately she turned to me, "did you do this Peter?"

I smirked, "I may have."

"He made it so that I can touch people again," Rouge said, Logan and Ororo were by her side, holding her sides as she slowly leaked out tears of joy once more, "I'm normal again!"

"Not really," I shrugged, "I mean, no normal person is that pale. Unless they're a vampire….you aren't a vampire are?"

She didn't even mind, she just laughed, happy to have a semblance of normality in her life again.

"What's going on here?" Xavier asked as he rolled into the living to find us all around a crying but happy Rouge, "Rouge? Did something happen?"

"You bet it did professor!" Kathy cried out, "Peter helped Rouge control her powers! Isn't that amazing?!"

The man blinked, "you did?"

Rouge nodded, holding up the metal bracelets around her hands, "I don't know how, but this boy here cured me!"

"This calls for a party!" Kurt cried out, jumping down from the ceiling, "party like there's no tomorrow!"

And just then Evan walked in, all of us were cheering, he blinked, "ah, did I miss something?"

That night:

The X-men were gathered in the dining room again, this time there was a small feast prepared instead of a simple dinner.

"WOO!" Rogue cried out, throwing her arms around Kurt, nearly crushing the poor blue boy, "I'm never letting go!"

"You probably should Rouge, he's going blue from sophacateing," Jean joked, causing them all to laugh.

"Who wants bacon?" Logan asked as he entered with a pan of freshly baked bacon.

"Is that fried bacon?" Scott asked surprised, "where did you get it?"

"I cooked it," Logan grunted.

"You can cook?" Kathy blinked, surprised.

"Yeah," Logan grunted as he put a few strips on her plate, "it's fried with maple syrup, get it while it's hot."

"Maple syrup?" Kurt asked, picking at his food.

"Yeah," Logan grunted.

"What are you? Canadian?" Rouge asked in suspicion.

The man grinned, "hell yeah I am."

Xavier and I stood out in the gardens, the patio doors connecting the dining room to the outside backyard was left open, I could hear Kurt teasing Logan and the sound of Logan's claws popping out. I smiled as Kurt squeaked, backing away, they were all enjoying themselves, it's sad really. I doubt they would get a chance to be this carefree ever again.

"Thank you for what you did for Rouge Peter," Xavier said as he sipped his glass of celebratory champagne. The a.d.u.l.ts drank that while the miners were forced to settle for gr.a.p.e juice. Kurt had tried to steal some alcohol, but after a very scary glare from Ororo he was discouraged from such an action.

"It was the least I could do," I shrugged, "she got a shitty draw in powers...it's just seemed unfair."

"May I ask why you chose to help her?" Xavier asked.

"It was the right thing to do."

"Ah...so while the spirit of Spider-man may be broken, your sense of duty is still intact, that is good to hear."

"Why is that?" I asked.

"Because anything that is broken, can be fixed given enough time," Xavier smiled, "you came to me looking for meaning in your life yes?"

I nodded, "yeah...and?"

"Well...if I'm not mistaken, maybe this should be your purpose," he turned around to seeing Rouge and the others laughing and cheering, "there will be others like her, maybe not a mutant, maybe not a human, but people who have taken a bad hand in life...you could help them. Maybe not as Spider-man, but maybe as Peter Parker."

I raised an eyebrow, "a superhero training camp?"

The man chuckled, "if you like."

I smiled and looked back inside. Maybe he was right….maybe, if I can't be a hero, I can at least help nurture those who want to be. Maybe.

A few hours later:

I sat down on my bed in the guest room and sighed. It was a long night, Rouge had insisted on stuffing my face with food every chance she got. She was smiling, happy, no trace of her depressed emo personality, guess being able to touch people really changed things up.

The highlight of the night though was when Rouge got a little daring and took advantage of her new lease on life.

She had grabbed Scott by the neck and pulled him into a secluded corner, kissing him as hard as she could. I didn't know the details after that, since I stopped listening, but ten minutes later they returned, Scott looking happy.

Knock, knock.

"Come in," I called out, the door opened, Jean walked in with a smile on her face. "Jean? What's up?"

She walked over and sat down next to me, "so….we never got a chance to talk about how you've been handling...everything."

I snorted, "which part? The one where I quite being a hero or the part where my girlfriend dumped me?"

"Both I suppose...you still love her," it wasn't a question.

I sighed, "yeah...I can't just stop….do you remember what you said that day?"

Jean smiled, "you mean the day I lost my v.i.r.g.i.n.i.t.y to the both of you? Yes, I have a vague recollection," she chuckled as I blushed remembering that night.

"R-right, well….you told me she loved me, that she wouldn't ever leave me...do you think-"

"-Yes," Jean nodded, "she loved you. And...I'm sure she still does. But right now, if I know her, she's probably ashamed of herself for what she did."

"I see...so what do you think I should do?"

"I think...I think you need to get over yourself," she snorted, "you've been brooding too much, I know, Liz and MJ told me. You need to get up and stretch yourself Peter. She wouldn't like it, and neither do I."

"She left me," I snorted, "I don't' think she has a right to an opinion."

"Fine, then what about me?" Jean put her hand onto of mine and squeezed, "I can't stand the sight of seeing the man I love looking like a shadow of himself...you're more than your difficulties Peter...much more. And the only way you will ever lose, is if you let yourself get defeated."

She looked into my eyes, and for a moment I felt my pain and sorrow leave me again. I felt so alone, with no one to share this, this hurt with. And suddenly, here she was. Probably the only other person other than Felicia who could even begin to understand.

She leaned forward and kissed me. Her hands immediately reaching down my pants, unbuttoning them her fingers while her telekinetic powers took her own bottoms off.

Out clothes flew off as we curled up underneath my bed's blanket. I bite her neck as my hands went under her shirt, taking it off and throwing it across the room. I kissed her b.r.e.a.s.ts, unhooking her bra, Jean m.o.a.ning into my ear as she removed my clothes with her mind.

For the rest of the night we made love, for the first time in months, I didn't feel alone. I woke up the next day with Jean still in my bed, wrapped around my arms, I held her tight, afraid to let her go.

"Don't worry," she said as she wrapped her arm around my body, holding me close as she pressed her ear against my heart, "I won't be going anywhere…for today you can stay with me. So you don't have to worry Peter." I smiled, I believed her.