Spidey meets the X-men

Summary: After the loss of everyone he loved to one of his greatest enemies. The guilt pushes 16 year old peter parker to put all his focus on being Spider-man with little concern for his own safety. Will the X-Men be able to help him get over the guilt and move on and will peter be able to do something he never thought he'd be able to do again? Fall in love.

10 months it's been 10 month since Peter Parker lost everyone he loved. Aunt may the women who raised him like her own child. Harry Osborn his best friend. And Mary Jane the girl he loved. All of them gone in one horrible night.

Disclaimer: I own nothing.

Flashback

Laughter and smiles filled the Parker house hold as they were celebrating the 16th birthday of Peter Parker. Of course the only people there his aunt, harry , and m.j but that was more then enough for him. They were about to cut the cake when his spider sense started flaring like never before he was about to make his way to the front door to see the cause of this. When he heard a laugh that would haunt him for as long as he lived. Peter only had a second to register the laugh before he was thrown out to his backyard by an explosion that engulfed the once happy home in flames

Trying his hardest to stay conscious peter struggled to his feet. ' How, how did he find out who I am' peter thought to himself.' "Oh no aunt may , harry , m.j!" screamed peter as how ran into the burning house praying to God that by some miracle they survived. But he knew deep down there was no way they survived. The only reason he made it was because of his spider powers even with his powers peter feels like he can drop dead any second . He made his way to the kitchen only to find the charred remains of the people he loved. "This can't be happening this cant' be real, why , wh" before he could finish what he was saying the house started to creak ready to come down any second.

He made his way upstairs to find his costume and web shooters the only thought running through his mind was revenge. He would make Osborn pay no matter what. He found his costume, web shooters, and now his most cherished possessions a picture of him and the loved ones he lost and one of him and his uncle Ben . Barely making out his window as the house collapsed he made his way to the top of a nearby house watching as his once happy home burns to the ground " I'm so sorry aunt may, harry, m.j. Uncle Ben I failed you , you told me with great power comes great responsibility so I tried to balance my life as peter parker and my life as spider-man but that was a mistake a mistake I don't plan on making again" peter says as he starts putting his costume on. "And the first thing I'm going to do is make Osborn pay." peter says as his eyes fill with pure rage and anger as he takes off ready to make do on his promise to make his greatest enemy pay.

Or to be more accurate his greatest 3 enemies pay because thats what he is now 3 monsters in 1. First there's Norman Osborn the billionaire bastard who hunger for money and power drove him to develop the oz formula that turned him into his horrible giant green monster with the power to control fire. But of course that wasn't enough he wanted more power more control so he developed a second version of the oz one that didn't change his body but his mind. And with the help of his glider and pumpkin bombs he became the most dangerous foe he ever faced. Sure the first goblin form was the hardest one to fight but thats all it was a fight between the two of them but with the new goblin it was a game, a game that involved his loved ones, a game that he lost, a game that he would end. Peter thought to himself as he bursted through Osborn home. "Osborn!" peter screamed as he ran through the the top floor of the oscorp building that was home to the soon to be late Norman Osborn.

Flashback End

But he wasn't there he was no where to be found he searched everywhere for weeks. Any place that had Osborn name in it he searched but he was gone. And so was is chance at revenge. But he had to move past that he had a responsibility to the innocent people who couldn't protect themselves he wouldn't let anybody feel the pain of losing the ones most precious them. So that's what he did whenever he wasn't eating or sleeping he was out saving lives or fighting super villains. Which was nearly all day everyday since he no longer went to school.

For the first couple of months he lived in cheap motels with the money he earned for taking pictures for the daily bugle. But that didn't work out, the cost for the material to fix his costume and make his web fluid along with food and the few clothes he has was to much. He had to give up something but what. Food no starving to death didn't seem that smart. Clothes? Nah people would throw stuff at him. That only options left were either live on the street or stop being spider-man since he needed a costume and his webs. So he made the decision a hero would make the selfless one. For the next eight months his home was the streets, sometimes we would get lucky and find an empty apartment to stay in for a couple of nights. And tonight was one of those lucky nights. At least it was until he was woken up by the blaring police sirens. "A heros job is never finished." sighs peter as he changes into his spider-man costume taking off after the police sirens.

"And don't follow me or I'll pump you full of led" yelled a man running out of a jewelry store with a bag full of diamonds.

"Pump you full of led really? Criminals these days have no originality." says the web head looking down at the robber from the wall of the jewelry store. Just as the robber was turning to shoot spider-man he jumps off the building using one foot to kick the gun away and the other foot to kick him in the jaw knocking him out cold all in one swift spin before landing on the ground.

"Hard to believe a year ago these guys gave me a little bit of trouble. Man I've really been on top of my game lately sucks for this guy." Says the web head as he webs the robber to the wall.

" Hey you guys all right." spidey asks the clerks in the jewelry store

"Uh yeah thanks spider-man."

"No problem." 'Man I'm hungry better get something to eat.' spidey thought to himself.

10 minutes later

"Man that was good, lets see I have about $7.67 left. I need make some money and fast." said Peter as he went to pick up a quarter he a dropped in the middle of the street.

Just as he picked it up his spider sense went off warning him of a car about to run him over. He easily flipped over the car and landed on the side of a building and climbed up to the roof

"Like whoa did you guys like see that! do you think he's a mutant?" a brunette girl asked the car full of girls that nearly hit peter.

"Well he did just jump 15 feet in the air and crawled up a wall." Answered a goth looking girl with a southern accent.

"We need to go after him." A red haired girl yelled out. As a light skinned girl with long black hair jumped out of the car and started climbing the building with a pair of claws that came from both of her fists.

"Wow that was close almost died for a quarter." says peter as he let's out a breath of relief.

"That would be a stupid reason to die for." says the girl with claws coming out of her fists as she climbs up to the roof. Causing peter to snap his around.

"What the hell! How'd you get up here?" screams peter in surprise.

"Same way you did I climbed" the girl replied.

"But I mean how? Do have powers?" asked a shocked peter.

"Like we all have powers." replied a voice coming from behind peter causing him to snap his head around again. Only to see a brunette girl , and a goth girl phasing through the floor.

"What do you want with me." says peter as he gets in a stance ready to fight.

"Were not here to fight." said a voice behind the girl with claws.

Peter turns around to see to girls floating to the roof , one a red head the other another goth with short black hair with red highlights.

"Then why are you here?" says peter as he realizes that his spider sense would warn him if they were a danger.

"To talk" replies the redhead.

"Talk about what?" asks peter as he starts to relax.

"Your powers and the fact that your not alone in the world. We live in a institute for people like us. And we would like to invite you." says the redhead with a warm smile on her face.

"And what do you do at this institute?" questions a suspicious peter.

"They teach us how to control our powers and provide shelter to keep us safe." replies the redhead.

"I don't know where is this place?"

"Bayville"

'That is kinda far from New York. But I'm sick and tired of living on the street and skipping meals.' peter thought to himself. "Will I get a place to stay in and 3 meals a day?" asks peter

"Like yeah of course. That's all you care about?" questions the confused brunette.

"Yeah well living on the street kinda changes your priorities." replies peter.

"You live on the street?" replied the brunette with a shocked look on her face.

"Do I look like a person with access to a shower?" says peter as he looks himself up and down.

"Good point." the brunette sheepishly replied.

"I guess I'll check this place out don't really have anything else to do. I'm peter by the way."

"My name is Jean and that's kitty, rouge , wanda , and." she stopped at the girl with the claws as if not knowing what to say.

"X-23." the girl in question growled out.

"X-23? You don't have a name?" asked peter in slight shock.

"It doesn't matter. What are you doing?" question the nameless girl

"Thinking." replied peter with a hand on his chin.

"Like about what?" asked kitty

"Laura!" peter says surprising the others. "I shall call you Laura." peter says with a big grin on his face.

To the surprise of the 4 girls the newly named laura didn't protest like she did the other times someone tried to name her. She just shrugged her shoulders trying to hide the very, very small smile on her face. ' Why am I smiling I should be yelling at him to mind his own business and that he doesn't know what I've been through. But his eyes , he smiles but that's just a mask to hide a great pain.' she was taken out of her thoughts as jean started saying

"We should get going back to the institute so you can meet the professor."

"The professor?" question peter

"Yeah he founded the institute he's really nice I'm sure he'll be glad to meet you." explained jean as they made their way down the fire escape.

"Okay. um.. it's been a while since I been in school but by my calculations were 1 to many for this car." says peter using his best teacher voice.

"Oh crap he's right. What are we going to do?" asks rouge.

"Don't worry about it , rouge you could just sit in the front with kitty, peter can sit in the back with wanda and x..." jean started to say X-23 only to be interrupted half way by a cough from peter. "Sorry I mean laura." jean says with a small smile on her face at the sound of the once very feral and angry girls new name.

'She's made a lot of progress since she came to the institute , maybe accepting her new name is her way of moving forward.' jean thought as she started the car

"So what can you girls do?"asks a curious peter.

'Well I have telepathic and telekinetic powers' says a voice in peters head.

"Whoa what the hell was that!" yelled a startled peter looking in every direction. Causing jean , kitty and , rouge to start giggling and wanda and laura to smirk since they weren't the type to show to much emotion.

"Sorry that was me I just love the reaction I get from doing that." said the read headed mind reader.

'Crap that scared me more then that time I ran out of web fluid mid swing and fell 20 stories.' peter thought to himself and was also heard by an eavesdropping jean who wondered what he was talking about.

"So heart attack aside , what can the rest of you do?" asks peter.

"Well I can phase through things." replies kitty as she demonstrates.

"I can absorb memories , life force and powers through skin contact." says rouge with a sad look on her face.

Peter seeing the look on her face decided to try to steer the conversation away from her.

"So what can you 2 do?" he turns and asks the girls seated next to him who just stare at him with no intentions of answering his question. "I'm not going to keep asking until you tell me soooooo." says peter with a big grin on his face.

Wanda was the first one to cave as she lets out a sigh and starts to explain "Basically I have hex powers that allow me to mess with objects or other mutants powers and abilities."

Next was laura she tried her hardest to resist peters smile but failed so she explains her healing powers and adamantium covered bones and claws as she hid the small blush threatening to cover her cheeks but not before it was noticed by jean.

"Wow talk about girl power you girls can kick some serious ass you know that."

"Yeah probably so what powers do you have other then climbing on walls?" asked wanda which sorta surprised her but for some reason she liked him he was funny.

Peter thought of what to say he didn't want them to know he was spider-man. No that would only lead to trouble.

"Just that and strength and agility nothing special." he said trying to downplay his powers. But for some reason they kept staring at him. "That's it I swear."

"No it's not that it's just" rouge said not really sure how to ask the question or if she should.

"You want to know how I ended up on the street." peter said knowingly they would ask that question. He lets out a sigh letting them know that he was about to answer the question they all were wanted answered. Even laura seemed interested which surprised peter since she looked annoyed with him the whole time. "My parents died in a plane crash nearly a year ago and I didn't have any other family to stay with. And I didn't want to go to a foster home so I just ran." Peter decided to not tell them about his aunt and uncle it was easier that way.

'He's hiding something.' laura thought to herself as the car fell into an awkward silence

Kitty turned around to ask peter a question only to find him fast asleep.

"Poor guy he must be exhausted." sighed kitty

"Yeah. Listen girls he lost his parents and been living on the streets for a long time , that's gotta mess with his head a little. So we gotta look after him okay." said jean in a voice that left no room for discussion.

And smiled as she saw them all nod their head in agreement. They all liked the guy they thought he was funny , charming and a little cute. To bad for them they didn't know what they were getting themselves into taking on the responsibility of helping peter adjust to his new life. To say past events messed with his head a little was an understatement. His problems ranged from extreme guilt he felt for the lose of his loved ones to the innocent people he couldn't save. Always blaming himself when something bad happens thinking he could've prevented it somehow placing the weight of the world on his shoulders. To having nightmares every night from watching his loved ones die to hearing the sick laugh of the green goblin that he would one day shut up for good. And he happened to be having 1 on the ride to the institute. Luckily it wasn't rough one so it didn't cause to much suspicion but it made the girls look at him with concern seeing him toss and turn lightly.

30 minutes later

" Peter wake up were here."