A/N: Hey guys so couple things, first I really hope you enjoy this I really enjoy the Rogue/Peter stories (My favorite being the SpiderX series) and thought I would try my hand at one. Second for Peter's costume it is the one from The Amazing Spider-Man 1, because that one is the one that I thought looks best, and finally Wilson Fisk is going to be more based off of the Netflix show version instead of the movie or comics I just thought he was amazing, and have a ton of ideas to do with him. That is all I hope you all enjoy without further delay here is chapter 1.

Also I do not own the X-men or Spider-man, all rights belong to Marvel, Disney, and of course the Lord Stan Lee himself excelsior!

Chapter 1, Spider-man No More.

To say that the last few months were not good for 15 year old Peter Parker would be the understatement of the century. To start off with he got bit by a genetically mutated spider changing his DNA giving him powers, now that might not seem that bad, but since he has gotten them his already tiny social life had become worse with the only two friends (one of which had been his girlfriend) he ever had stopped talking to him one of them hated his guts. His uncle Ben shot, and killed, but to seal the deal the last family member he had was killed right in front of him. Peter was currently laying on the ground in the abandoned warehouse he was living in as he recalled the events that put him here the holes in the roof letting in the rain so sleep was impossible Peter sighed, and closed his eyes as he remembered the night in question.

1 month ago

He couldn't believe he was so stupid it was all a distraction, he was at Midtown High's Homecoming when 5 of his "rivals" blew a hole in the gym, and started yelling for Spider-man

"Peter No!" Mj told him holding him close Harry grabbing her arm, and running with the rest of the class. He hid away and suited up into his red, and blue costume before jumping out, and being greeted by Shocker, Sandman, Chameleon, Scorpion, and Doc Ock, they currently had a teacher hostage, Doctor Connors. Octavius injected something into his neck causing him to become Lizard, they dubbed themselves the sinister six. Peter took them out with little to no effort, he led Sandman to the school pool, he webbed up Shocker's gauntlets causing them to explode, He got Doc Ock's arms tangled. He ripped Scorpion's tail clean off, and Chameleon was knocked out by Lizard. Lizard turned out to be tougher he was doing a number on Peter, who tried everything he webbed his mouth, he punched, he threw books, trophies, chairs, desks, random beakers, computers, nothing. Lizard was causing a rampage destroying the school in the end he managed to get Lizard to turn back into Connors, but at the cost of Doc Ock's life, he had sacrificed himself so that Peter could make an antidote, he didn't know why but he was thankful. In the end though it turned out to just be the beginning. He quickly swung back to his apartment complex only to find his apartment in ruins it was destroyed the only thing left in tact was the TV it had a live feed of a bride, but it was covered in fire, and destroyed cars there was a note.

Missed you Spidey :(

Meet me

Or May DIES!

-Gobby 3

He didn't waste a second he jumped out the window, and started swinging towards the bridge, a fire of rage strong in his heart, he wasn't just mad, he was pissed, and he was looking to take it out on the Green Goblin. He finished his journey, and landed making sure to refill his web shooters before he heard the high pitched cackle behind him, one that he knew all too well.

"How nice of you to join me Peter, like what I've done with the place?" He joked sarcastically motioning to all the fire, and chaos.

"Where...is...,my...aunt?!" Peter growled not in the mood for the Goblin's games

"Straight to the point, huh? What's the matter out of jokes, no more quips, no puns, no dumb nicknames, come on play along," Goblin laughed

"Goblin ANSWER ME WHERE IS SHE?!" Peter screamed facing him finally taking him in in all his green ugliness, his purple hat sitting atop his scaly green skin, he was covered in purple-silverish armor, with two gauntlets on his wrists that Peter knew contained hidden knives, his belt full of orange pumpkin bombs his green legs left uncovered the only things on his legs were his purple boots matching his hat, and gloves. He of course stood upon that stupid glider, that had three sharp spikes in the front, how he wished to impale him with them right now. It was official Peter Parker, the Spider-Man was out for blood.

"Oh cheer up Petey, I haven't hurt her she's safely locked in a car, well by safe I mean right there about to fall off the bridge" Goblin laughed pointing in a direction, Peter looked down for the car in question it was the car, his uncle's car that he was killed for in the car jacking. Peter looked closer, and sure enough in the front seat tied up was his Aunt May, filled with rage Peter instantly dove from the tower he was perched on, but the Goblin was faster and smashed him into the tower, and punched him in the face hard, causing him to see stars for a sec, Goblin then threw him hard crushing a bus underneath them.

"Owww" Peter groaned trying to move from the beant steel, and shattered glass before he heard the beeping of a familiar orange bomb, he tried to move, but couldn't, and was sent flying again.

"HAHAHAHAHAHAHAHAHAHAHAHAHA this is fun Petey, we should do this more often!" Laughed the Goblin hovering above him Peter growled, and shot a web that attached itself on Goblin's arm he pulled hard causing him to fall of his glider, which flew off. Peter wasted no time running towards his aunt before his spider sense went off he ducked what appeared to be a car door.

"NO! Not until I am ready Peter," Goblin shouted and sent a kick at Peter's stomach causing him to bend over, Peter punched Goblin in the face, and started an assault punch after punch getting harder, Goblin seemed unfazed, and caught Peter's punch, and sent a punch of his own, and Peter tried to block, but to no avail, Goblin now sent several punches, which Peter definitely felt, then his spider sense tingle, and he barely dodged getting impaled by one of the hidden blades, Peter backflipped away trying to gain distance, he started shooting several web bullets, and grenades, trying to get Goblin stuck, but yet again Goblin seemed unfazed.

"HAHAHA oh Peter who will have to try harder than that if you want to stop me!" Goblin laughed again

"SHUT UP!" Peter screamed charging at Goblin sending a kick which knocked Goblin back he then started beating the crap out of him, but then he started laughing.

"HA" punch

"HAHA" punch punch

"HAHAHAHAHAHA" punch punch punch, Peter was getting mad

"SHUT UP SHUT UP SHUT UP!" He yelled sending more punches, adding some kicks, but soon Goblin was laughing like crazy

"Same old, same old Peter," He laughed catching Peter's fist again this time using his knife to slash Peter across the face causing him to scream out Goblin sent another flurry of punches to Peter until he was against a car, and he then picked Peter up by the throat, and smashed him on the windshield Peter cried out in pain. Goblin jumped on the car, and grabbed the back of Peter's head, and sent several punches to his face. Peter's face was covered in sweat, blood, and bruises, he could taste the blood in his mouth, he felt tears in his eyes, he cautiously looked over to his Aunt who was watching in horror, Peter growled, and kicked Goblin in the stomach to get him off, kicking him once, twice, three times more, before Goblin doubled over Peter then sent a punch to his face, and pushing him off him. He shot a web line at a car, and pulled it jumping over it as it hit Goblin sending him flying across the bridge.

"Impressive Peter HAHAHAHA" Goblin laughed throwing three pumpkin bombs making Peter's spider sense go haywire, making him jump, flip, anything to evade the blasts. He looked into the smoke for Goblin, but was met by the three spikes of the glider impaling him between the glider, and a tower.

"Ahhhhhh" Peter screamed in pain Goblin walked over, and slapped Peter.

"Silly boy this whole problem could have easily been avoided" Goblin scolded him jokingly

"H-how?" Peter coughed

"Oh you stupid child I came to you asking to join forces, imagine that us using this power against these pitiful humans, instead of each other we could be Gods, feared upon them" He yelled at Peter walking back, and forth no longer laughing

"I'd rather die than become a monster like you!" Peter coughed out

"Like me? Like ME?! Peter you are just as much of a monster as me, you just choose not to accept it." Goblin hissed

"No, I'm nothing like you" Peter hissed angry

"Oh really, here let me put it in perspective for you Pete, you claim that you are this defender of justice, this protector of humans, well they don't like you as much as they don't like me, they see a mutant, a freak, an abomination, they don't care about you helping stop a bank robbery, because when it comes to it, there will also be this big baddie like me, who wants to take you down, and the people you love with you! They will always put innocent people in danger to get to you Peter, and you know what, I know it pains you to hear this, but you cannot save everyone, people will die, because of you! Whether you killed them or not, because you didn't save them, and you know who gets blamed, not the killer, you. In the eyes of the people we are both monsters, the only difference is I've accepted it." Goblin rested his hand on the glider, and pat Peter on the head while telling him this.

"Screw you! I-I can protect the people I love you are wrong!" Peter tried to reassure himself he didn't dare look at Goblin.

"REALLY? HAHAHAHAHA, the where's your Aunt?" Peter didn't answer

"Where's your Aunt Petey?" Goblin growled forcing him to look at him, Peter again stayed silent

"I'll show you where she is!" Goblin hissed, walking off to the car she was in he ripped off the door, and grabbed her by the hair with one hand she screamed causing Peter to snap out of the trance he was under.

"DON'T HURT HER!" Peter yelled at him

"Oh don't worry I won't you will "hero"" he added air quotes to the word hero walking over to him

"Like hell I will!" Peter screamed in response

"Oh really well you aren't going to be able to save her, do you see what I mean now" He growled running his blade across her cheek causing May to scream out in pain Peter looked away he couldn't watch

"Oh do you know what would really hurt her, finding out that big secret that you hid from her," Goblin smiled May was frozen as he grabbed Peter's mask, and tore it off

"P-P-P-PE-PETER?!" May choked out in surprise betrayal evident in her voice Peter dared meet her eyes he saw the tears fall from her eyes Peter followed suite

"Aunt May I'm sorry, I'm so sorry I wanted to tell you so much, b-but I couldn't now it's my fault. My fault we are in this situation, it's my fault Uncle Ben died I-I'm so sorry!" Peter cried out turning away ashamed May just stared in disbelief

"Now you see it Pete, actions have consequences, you are no hero, you are just a freak in a silly Halloween costume" He raised his blade to May's neck

"You want to play hero fine. Time to pay the price!" He cut May's neck Peter looked on in horror, as his Aunt fell to the ground lifeless just a few steps away, and then to add insult to injury Goblin placed his foot on May's neck, and stepped with enough force for Peter to hear a sickening snap.

Present

Peter felt tears fall from his face after that he had somehow manage to kill the Goblin, but after the fact he wasn't treated as a hero, MJ broke up with him, Harry now hates his guts for "hurting MJ" as he put it, though in all fairness Peter was the one doing more of the hurting, he wasn't sure of what the future had in store for him, but one thing was sure he was Spider-Man….no more.

"I should just end it already…" were Peter's last thoughts before falling asleep.

Xavier's School for Gifted youngsters

Charles Xavier awoke with a start he was used to hearing the different thoughts of people, but tonight one in particular caught his attention, he had been keeping an eye so to speak on this one Peter Parker, he accidentally read his memories while using the cerebro one day, the poor kid even Logan sympathized for him, he was well aware of Peter's extra curricular, but lately he noticed he had been going out less, and less, but tonight he dreamed, Peter's memories, he dreamed of the events on the bridge a month ago, he knew one thing Peter Parker needed people, now more than ever. He got into his wheelchair, and wheeled down to Logan's room. He focused, and sent a message telepathically to Logan.

Logan was in his room he wasn't asleep, he was sitting in a chair smoking a cigar, and drinking some beer while watching a sports game from who knows when. So when he received Xavier's message he begrudgingly got up, and opened the door

"What is it Chuck, I'm kinda busy here" He growled

"My friend you, and I both know you are not" Xavier retorted with a smirk Logan just mumbled some cuss words under his breath

"What do you want Chuck?" He demanded annoyed

"A favor" Xavier said frowning

"No, I will not change your diaper" Logan said sternly

"Charming, but no you remember that one mutant I told you about a while ago, Peter Parker?" Charles responded with a smirk

"Sorta the kid who wears underwear, and plays hero?" Logan grunted

"The very same, well it seems he is in need of a home, and a family, so I have decided to bring him here, and so I need you to go get him, I will come with you of course to give a good first impression" Charles said seriously

"Still don't see why this is my problem," Logan growled

"Please Logan, remember how I brought you in when you had nobody, now is your time to return the kindness" Charles said softly

"Where is this punk?" Logan rolled his eyes

"Queens…" Charles started

"No" Logan said deadpanned

"I know it seems far from here, but it is worth it I promise"

"Chuck we are in Bayville that is at least a two hour journey" Logan groaned

"No it is not Logan" Charles rolled his eyes, but soon they were not alone

"Some of us are trying to catch some sleep what's the big deal?" The 16 year old southern belle known as Rogue asked walking into the hall

"Yeah what gives?" Rogue's valley girl roomate Kitty Pryde asked

"Nothing that concerns you stripes, nor you squirt" Logan growled

"Well it did the second you woke me up" Rogue responded stubbornly

"Professor please tell us what is going on?" Kitty begged

"Very well, we have found a new mutant, that we believe is in need of help, but Logan is not willing to go get him." Charles smiled amused, at the angry expression on Logan's face

"Isn't that like a job for the X-men?" Kitty asked taking in everything Charles had told them

"Yeah how dangerous is this kid?" Rogue piped up

"Not that dangerous at the moment…" Charles trailed off

"What do you mean at the moment?" Logan ask suddenly interested

"His mental state is in a horrible place, if it continues to get worse it is only a matter of time before he does something harmful to himself or to someone else." Charles explained softly he then went to greater detail about his living situation, as well as the basics of his family life before all three of the mutants were stunned silent.

"Okay fine I'll drive" logan rolled his eyes

"Can we come, no offense, but I think you'll need someone friendlier than Logan on this one," Rogue joked, but asked seriously Charles thought for a second before nodding

"Very well Rogue you can come along Kitty you go back to bed," He sternly said

"But…" Kitty started before looking at Logan who was already annoyed, before nodding, and going back into the room.

After awhile they pulled up in the truck to the location Charles had told Logan, and got out of the car.

"You sure this is the spot it's a shi…" Logan started

"Yes Logan, also I do suggest you mind the language." Charles rolled his eyes

They knocked on the door causing Peter to wake up, and stretch he looked at the roof

"Still raining….great" He rolled his eyes, and went to open the doors nothing could have prepared him for who waited for him, there was an elderly bald man in a wheelchair wearing a nice suit, he just looked like he was powerful, and important, next to him was a grizzly man who was a lot bigger than Peter, he had long black hair, and mutton chops, he was also smoking a cigar, but the person next to him caught his attention the most, she was beautiful, slightly taller than Peter, she definitely looked his age she had curly red hair with a white streak in the front, she was wearing gloves, and a brown jacket with jeans, and a white shirt.

"Ummmm hello I think you have the wrong address," Peter joked nervously

"Peter Parker?" Charles asked

"Ummmmmm yeahhhh that's me…" Peter said creeped out

"Are you going to let us in bub?" Logan growled scaring Peter

"Uhh I would, but you see the roof is so bad that we might as well be outside, also I have no idea who you three are...:" Peter stared at Logan scared

"That's okay sugah we actually wanted to talk to you about that," Rogue spoke softly with her southern accent she was examining Peter blushing slightly

"Oh are you here to take me into child services…" Peter nervously questioned looking back for something confusing the others

"No no not quite you see my name is Professor Charles Xavier, and I…." Charles started

"Charles Xavier, you mean like the mutant expert I read all of your work you are a genius it is so great, erm nice to meet you sir!" Peter rambled really fast offering his hand to a smiling Charles who took it with a grin.

"Oh well that makes things easier, allow me to introduce Logan, and Anna" He said motioning to the two smiling looking at his hand which Peter was still shaking

"Oh my God I'm sorry, ahhh nice to meet you Logan" He offered his hand, and was met with a snarl his eyes widened before Rogue offered her hand

"Don't worry about him sugah he's just a little cold, you can also call me Rogue," She smiled

"Oh well I'm Peter, or Pete, or Puny Parker, whatever I've been called a lot of things, but I guess you already knew that. Wait how did you know my name?" Peter asked nervously shifting looking at charles

"Ahh I'm glad you asked well like you mentioned I am an expert with mutants, and I run a school for these shall we say gifted kids, and I have reason to believe you are one of them" He smiled at Peter

"What p-proof?" Peter asked even more nervous

"How about that onsie you got bub?" Logan said pointing at his spider-man costume shocking Rogue, and Peter

"H-Halloween…"

"Was last month" Logan said sternly

"Yeah I'm busted aren't I?" Peter asked Rogue just looked surprised still

"Look if you are here to tell me to quit then I hate to tell you that I'm done, I mean look around I can't afford a roof over my head, school, everything is pointless for me, I don't get why you bothered yourself with me?" He said sadly

"Well we can give ya a roof sugah." Rogue said gently putting her gloved hand on Peter's shoulder

"I don't have money…."

"Not a problem" Charles said softly

"It's free, what's the catch?"

"No catch my school is a place where all mutants can practice their powers in private living happily" Charles smiled saying

"What about school, like school school?" Peter asked

"I'd imagine you'd join Rogue here at Bayville High along with the other kids your age." Charles said

"You sure you want me, I'm useless" Peter said softly thinking back to his Aunt's death

"So was I bub," Logan said somewhat gently

"I-I'll go pack" Peter said smiling

"I can help" Rogue volunteered blushing, yeah she had a crush on this kid she thought, Charles smiled, and waited Logan went to start the car Rogue quickly helped Peter pick up his stuff which contained of a few pairs of clothes, a backpack, a pillow, a blanket, several framed pictures. Peter through on his uncle Ben's jacket that was still to big on him, and made his way to the costume. Rogue walked up to him

"You okay?" she asked softly

'No" Peter said truthfully letting a tear fall from his cheek

"If it makes you feel better I'm a huge fan" She smiled, and carefully wrapped an arm around him.

"If you don't mind me asking why?" Peter asked sadly

"Easy, because you helped people you actually saved a friend of mine once, and for that you are amazing," She smiled Peter smiled softly

"What's your power An-Rogue?" Peter asked

"OH well uh basically if I touche someone I absorb their life force, or powers in some case, I can also fly, and have super strength," Peter's eyes widened, and looked at her hand his face paling

"Uhhhhhhh" was all he said pointing to it

"Oh don't worry it's only skin on skin contact sugah" she laughed a little sadly, and Peter knew why he cautiously squeezed her hand smiling which caused her to blush, and smile as well. Peter looked at the costume, and sighed before picking it up

"Maybe one day I'll wear it again" he said sadly

"What happened?" Peter just looked away tears in his eyes

"Hey it's okay you don't have to tell me let's just go to the truck okay, I bet you're tired" She said noticing his sadness, and this time she squeezed his hand. Peter smiled, and walked with her side by side he didn't no what laid ahead of him, but he did know one thing it was going to get better.

Okay so that is chapter 1 let me know what you thought, I appreciate feedback, next chapter will be called Moving in, a Spider's return. Bet you can't guess what that is about XD.