A/N: Sorry for not updating my other stories, but it's a combination of laziness and writers block, and inspiration sort of struck me for this story.

Disclaimer: If I owned anything here, why would I even be here at all?

Chapter 1

Peter swore inwardly. Flash and his group of thugs were currently tormenting some poor kid. For what reason, Peter had no clue. Then again, bullies didn't always need much of a reason to push other people around. Why did Flash have to live here, anyway? It's enough of a hassle avoiding him at school, having him literally live around the corner doesn't really help. Peter cleared his throat. He might not be able to use his superpowers, but he wasn't a fan of people bullying those smaller than them…or any bullying of any kind.

"Hey Eugene! Pick on someone your own size for a change!" The bullies retreated from the boy as they all turned to look at him, which was slightly creepy, considering they had maybe one third of a brain between them.

"Like you, Puny Parker?" Peter deliberately ignored the jeer, and bit his tongue. Don't be a wise-guy Parker. That's Spidey's job. The jocks did their best to look menacing, and Peter got a glimpse of the victim. The kid was maybe ten, although it was hard to tell considering how beat up he was.

Peter recoiled. He knew Flash and his cronies weren't the nicest, but making a little kid look like he'd been on the losing side of a match with the Hulk was going much, much, much too far. "What did the kid do to deserve that Thompson!? I knew you were a bad egg, but I thought even you were better than this!" Peter clenches his hands, and Flash and his friends are thrown backward several meters.

The teenagers pick themselves up in a moment, while Peter stands in shock, mind reeling with the possibility that he did that. The kid also picks himself up from his current fetal position and beats a hasty retreat.

Peter shifts, before deciding to bolt out of there as well, not noticing the ominous rattling of objects as he races past them, as he tries to figure out what the heck happened. This isn't anything even remotely similar to any of my abilities. I have no idea what they're like, but I think I can rule out the possibility of this being spider-bite related. But if it's completely separate from whatever abilities the spider gave me, then where did they come from? And what exactly can I do?

Peter skids inside, and runs to his room, slamming the door as he enters, then places his head in his hands as he tries to figure it all out.

Professor Charles Xavier is searching for mutants through Cerebro, when a particularly powerful mutant with seemingly telekinetic abilities catches his attention. Using Cerebro, the professor pulls up an image of the boy. A fifteen year old by the name of Peter Parker, he was a particularly bright boy from Queens. He lived with his aunt and uncle since his parents died in a plane crash, although his uncle had died roughly two years ago. Both his parents, and his aunt and uncle had been active S.H.I.E.L.D. agents, at least until Peter came into the picture. However, if the crash and the 'burglar' that killed his relatives were any indication, the Parkers still had enemies.

Continuing to peruse the S.H.I.E.L.D. document, which was rather extensive, even if he was related to some of its most successful agents, a rather famous-or infamous, depending on your point of view- caught Charles eyes. He leaned forward as he continued to read. The boy had apparently been bitten by a genetically engineered spider, and gained most of the abilities of a spider. After his uncle had been killed by a robber that he, apparently, could have stopped, the teenager had decided to become Spider-Man. He will, undoubtedly, be an interesting addition to the X-Men.

A knock on the door caused Peter to snap out of his funk. "Peter? There are some people here to see you." That simple sentence caused Peter to wince.

"I'm coming Aunt May!" Peter heads to the door, hoping that it won't be Fury, or anybody who's associated with him.

It's not Fury, which relieves Peter, since the one eyed pirate wasn't exactly on the snarky prodigy's favorite people list, although he supposed they were allies…in a weird way…but allies nonetheless. Instead, a bald man in a motorized wheelchair accompanied by a compact man with sideburns are waiting downstairs.

"Uh, hi?"

"Hello Peter. My name is Professor Charles Xavier, and I run a school for gifted children."

"If I'm correct in assuming that you are about to ask me to join, then I have to say that I respectfully decline."

"The gifts my students possess are more along the lines of your spider and recently discovered telekinetic abilities than your intellect. I myself am a telepath." As soon as the words are out of the man's mouth, Peter tenses and goes on the defensive.

Pasting a carefully blank look on his face, Peter prepares for whatever might come next. "I have no idea what you are speaking about professor." His spider sense buzzes rather alarmingly and Peter can just vaguely 'hear' words inside his head. 'I happen to believe that you understand completely Peter.'

"What was that?" Peter shakes his head. His spider sense had been activated the second the old man entered his mind, but it was…different, more like protection than from actual danger.

"Interesting," the professor mused, "You seem to have natural telepathic shields." Peter narrows his eyes, and glances back at his aunt, who seemed to be doing her best to hold in her laughter at his actions. Peter had almost forgotten she used to work for Fury, and her spy skills had probably let her find out about Peter long ago, even though the subject was never mentioned.

Peter decides to not overly ponder that, instead choosing to scan the man accompanying Xavier. "Who's the thug then?"

There's an audible snickt as Adamantium claws pop out of the other guys hands. "Name's Logan bub. I teach students how to defend themselves at the school." The Logan guy doesn't give off the sort of attitude that would invite further discussion, and Peter watches as he sheathes his claws and the remaining wounds heal almost instantly. Interesting. "Are you coming or not? Chuck and I have better things to do than waiting around here all day for some bratty insect's answer."

Peter is about to reply snarkily as he points at the man, irritation boiling, but is rather distracted by the man smashing into the wall. Luckily, the man gets up immediately. Peters inner Boy Scout comes out, since the man might have been rather rude, but didn't seem necessarily bad natured. "Sorry! I don't know what happened. Or that I could do that." The man waves him off.

"That would be why I'm asking you to come attend Xavier's." Peter bites his lip. This is going to come back to bite him, he's sure.

"Fine. At least so I stop throwing people mentally accidentally. But only if you tell me how and why I can do this, and how you knew about it as well as my…other abilities."

"Some people are born with an X-Gene, which grants them special abilities that are normally activated during puberty. Such people are referred to as mutants. As for how I knew you were one, I used Cerebro, which amplifies my telepathic abilities and allows me to sense mutants. As for Spider-Man, you have a S.H.I.E.L.D. file."

"A few more things. Can I keep being Spider-Man, do I have to quit the Avengers, and call I tell the Avengers."

"I suppose so if- and only if- you are careful." Charles senses that if he doesn't agree, the kid would sneak out anyway. Peter relaxes a miniscule amount, before muttering something about getting ready, causing him to give the boys retreating form an amused glance. At least he wasn't going to refuse help, because despite being a part of the Avengers Initiative, he was a bit of a loner at times, and ridiculously stubborn.

A/N: Read and Review please! I let Xavier have access to S.H.I.E.L.D. files, because it doesn't seem that farfetched for some secret government agency to document every last living person on earth.