A/N: I'm doubting this will be top-notch stuff but I'm working on a different story right now so that's my excuse. This will be fun to write, I love reading the interaction between Spidey and the X-Men. Just note I'm not sure how this story will go, I'm leaning towards Peter/Kitty for a pairing but I've never done any romance before so I don't know. Leave any suggestions for pairings or situations you think would fit with this story. Not Rogue though, I never saw Pete and her...

A 16-year-old Peter Parker sits on a roof top, alone. Peter had lost his Uncle Ben not too long ago to a thief he could've stopped and he sure is beating him self up over it. Having his Uncle Ben die in his arms because of a gun shot wound was the worst moment of his life. He had been bitten by a genetically altered spider while on a field trip to Oscorp, since that day he had gotten spider related abilities, like sticking to walls, a sixth sense he had nicknamed his "Spider-Sense" and agility that is inhuman. He was about to start his first night as a "super hero" but he needed to give himself a pep talk first. He was repeating his Uncle Ben's infamous speech to himself over and over, "with great power, comes great responsibility." He had originally used his power to gain money through show biz but when he got less money than promised, well he wasn't very happy. Hearing someone attempt to steal from the same man who scammed him put a smirk on his face and letting the thief go gave him a grin. Unfortunately that same thief shot his Uncle Ben to get a quick ride away from the crime scene.

Peter, in his newly made and, when compared to his show biz costume, improved Spider-Man costume decided tonight wasn't the right night to begin his hero career. He returned to his room through an open window, stripped off his costume and stored it in a briefcase in his closet. It took Peter a while to sleep, he got to thinking though and concluded that he should wait until he has fully grieved his Uncle's death before taking his anger to the scum of New York City.

Theres a faint knock on Peter's bedroom door and Peter wonders why his Aunt May would wake him up when she normally lets him sleep in, on a saturday that is. He checks the clock and it reads 10:30am. "Come in" Peter says with a low voice, he's only half awake. The door opens and his Aunt May comes in. "Peter dear, there's a few people here to see you. They say they're interested in your joining a school for the gifted! Isn't it wonderful how lucky you are in such a dark time?"

"School? I already goto school." Peter gets up though, throws on some clothes and starts to make his way down stairs. He see's three people of varying ages sitting on the couch. One is a bald man, the second is a gruff biker-looking dude and the third is a shades-indoors kid.

"Peter? My name is Charles Xavier. I am the professor at a school for the gifted in Bayville and I would love to talk to you about taking a place there." Charles says with a welcoming smile on his face. "This here is Logan, he is one of the staff..." Logan just grunts a hello. "..and this is Scott Summers, a student." Scott gives a quick nod.

"Hi, thank you for coming to see me Professor Xavier but I'm very comfortable at my school. Moving to Bayville would lower my chance of getting into ESU once I graduate." Peter carefully explains. Professor Xavier seems to just look at May before turning back to Peter.

"May, would you mind making me a cup of tea?" She rushes out words like 'Oh yes' and 'Just a second' "Thank you." More smiles. "Peter, we don't mean your intellect, we're talking about ability. You've recently changed haven't you? Gained new power you didn't previously have? My school is where we help kids to control their abilities. You see Peter, you're a mutant. Someone who was born with the X-Gene." Peter listens carefully to every word.

"Listen, Prof, I'm just Peter Parker! No mutant here." Peter spews out quickly, he's worried that they know he has this strange abilities but does he really have to ask? Peter is just trying to buy himself some time. These guys obviously know.

"Peter relax, we're not here to hurt you. We're only trying to help you. My school is full of young mutants like yourself."

"Look, I wasn't even born with my powers. They were an accident." The three look at Peter with shocked faces

"Care to explain?"

"Not particularly."

"So, whats your answer? We want to help you understand your gift, accident or not. Please Peter."

"Give me a day to think?"

"Alright. Heres my number, give me a call when you reach your decision." With that they thank May for her hospitality, even if Charles didn't get to have his tea and then left. Peter flipped the card with the number in his hands, wondering if he should go.

When Peter went to school on monday he talked to his only friend Harry Osborn about it. Harry didn't want Pete to go because if Harry was honest with himself, Peter was his only true friend. The one that saw past the riches he has from being the son of wealthy business man and CEO of Oscorp, Norman Osborn. This was the best thing though, Peter was incredibly smart and most of what he says goes over Harry's head. Harry does his best to encourage the idea of Peter moving to this school to escape the crap filled hallways of Midtown High.

Peter finally decided after three more days of thinking to bite the bullet and go. He went to go find his Aunt to tell her his decision.

"Peter, I really am glad you've decided to go. You're a very bright young man and deserve the best school." Peter could tell she was upset that her nephew, her son was finally leaving and at such a young age too. She, like Harry, knew it was for the best. After a couple of rings Peter got Professor Xavier on the phone.

"Charles Xavier" answered the professor.

"Hi... This is Peter Parker. I've come to a decision."

"How wonderful, what have you decided?"

"I've decided to go to your school."

"Thats excellent, you'll love it here! When should we expect you?"

"What date would you like?"

"How about tomorrow? It will be friday after all."

"Pretty soon but sure, Fridays fine." They discussed times and where this school actually was before each said their goodbyes.

"Goodbye Peter." Great, Peter thought, one day to pack all my junk...

"Finally!" After a good 2 hours of packing everything he needed was packed away into two duffel bags. His Aunt May was going to drive him there tomorrow Xavier was taking care of the school switch. Apparently he was also going to Bayville high.

The drive to the school was exhausting but Pete and his Aunt did it. They pressed a button on an intercom outside the gate which lead to a HUGE mansion. Peter didn't expect this!

"Wow, look at this place." Peter exclaimed.

"Its wonderful. I'm so happy for you Peter." Aunt may gave Peter a hug as he retrieved his bags from the trunk. They were at the doors now. Aunt May gave one last wave before leaving. Peter rang the doorbell and it was opened by- NINE PEOPLE! "Whoa. I expected one person, not an entire army to answer the door.

"Haha, welcome Peter. Let me introduce you to everyone before you take your bags to your room. This here is Scott, as you know, Jean Grey, Kitty Pryde, Kurt Wagner, Ororo Munroe, Hank McCoy, Rogue and Logan. Everyone, this is Peter Parker. Jean here will show you to your room." After some quick nods and hellos Peter went with Jean to his room.

"So, what do you think of the mansion? Like it?" Jean asks with interest.

"Yeah. Its huge! I could fit a million of my house in this place..."

"I know how overwhelming it can be. If you ever get lost, just think my name as loud as you can. I'm a telepath. I also have telekinesis."

"Wow, thats pretty awesome."

"Whats your power?"

"I think I'll tell everyone when we're all together. It will save having to repeat myself."

"Thats fine. Heres your room. Dinners at 6, you might want to come early though. Everyones quick to grab the good bits."

"Heh, okay."