Disclaimer: I don't own Spider-Man, X-Men: Evolution or anything else Marvel. Spyder is an OC I have permission to use by Red Witch.

Sorry this took me so long to do people things kept getting in the way so here is it the long awaited sequel to one of my best and apparently loved fics ever Spider-X. If you haven't read the first one do so now, trust me it will be worth it.



Rogue was standing in the center of the front entrance to the outside of the mansion; it was dark with little light. She tried walking through the darkness but something sticky got in her way, she grabbed at it and tried to pull it off of her. "God what is this?" She muttered to herself peeling the sticky substance off of her. She suddenly thought she heard a noise and quickly turned around, Rogue really wished she could see what was going on in the dark. She heard the rain outside and tried the light switch but nothing happened.

She grumbled under her breath and was starting to wonder where everyone was? Usually the mansion had its own generator anyway for when the power goes out too. As she tried to adjust to the darkness she thought again she heard something, "Damn it…This is the last tahme ah read one of mah horror book when it storms."

She turned to the stairs and then with a flash of lighting she nearly screamed out in what she saw when the room was lit up. It happened again followed by the boom of thunder and there in the foyer were mostly everyone wrapped up in webbing all of them unmoving and still. They had looked dead, Rogue's heart was racing looking around to see if there was anyone that could help but then there was a thump behind her. Rogue turned around to see a dark shape in the shadows.

As it came closer she saw it was Peter in the organic black and white costume that had taken him over, "Peter? Wh-what's goin' on? What happened?"

"We decided to 'improve' things, they were in the way and needed to be taken care of," He said in a low tone and cupped her face roughly in one hand, "We saved you for last…Such…A pretty thing."

"We?" She asked pulling away and taking a few steps back.

"We've bonded Rogue and now you're all alone…And all OURS!" Peter then lunched at her gripping her throat as they fell to the floor. He looked into her eyes as he looked down at her as the life was being crushed out of her. She tried to fight him but he was too strong, soon her arms started to weaken and her body's thrashing lessened until she was very still.

"NOOOO!" Peter shouted out sitting up in his bed sweat coming down from his face his eyes widened in terror as he looked around. "Oh god not again," He groaned into his hands. It had been nearly three weeks since he got ride of the costume but he still had nightmares of what would happen if he hadn't gotten rid of it. He had been different since that experience, he still felt a lot of guilt about all the stuff that had happened. They all told him that he hadn't been himself and that it was messing with his mind.

But he should have been stronger and tried to fight it more. The worse yet were the things he did, he didn't know what had been the suit…And what had been the suit bringing out from deep inside of him. The ideas that those dark thoughts and emotions were in him was pretty scary. Ever since then he had been a little more reserved and quiet. He had been isolating himself from the others a bit and especially from Rogue. He had hurt her, the girl that meant so mush to him. He felt that he didn't deserve her after what he did.

He laid back down on his bed trying to get back to sleep, normally a little web swinging could cure it but he had only been doing that in the Danger Room. He hadn't even tried to put on his Spider-Man suit since then. He just stared up at the ceiling thinking on all the choices in life that he could have made or didn't make. He wondered if coming here was for the best, sure he helped out Ollie, Jamie, Scott and Rogue with their powers, there was Amanda's dad he saved and a few other things.

But deep down he wondered if what he did made any real difference for the best? Who said that Beast and Forge wouldn't have come up with the power nullifiers? Whose to say that Jean would have eventually dumped that Duncan jerk? Or that Amanda's father would have been okay? Could the girls have handled that Bullseye character on their own? He was starting to doubt his worth here and to be honest he couldn't tell if he was just being stupid or realizing that he wasn't needed here.

As the morning broke Tabitha woke up to the sound of her alarm clock, she moaned and turned over in her sleep. "Will you turn that damn thing off?" Came the annoyed tone of her roommate Wanda. Xavier thought it best that Tabitha and her share a room since the little 'defection' of her, Wanda and Lance. Tabby reached from under her sheets and slapped it, hitting the off button.

Tabby yawed and stretched out, she was contemplating sleeping in but in all honestly last time she had done that Logan had walked in and pulled off her bed sheets and threw her over his shoulder and carried her out. Tabby was tempted to sleep naked from that point on so he wouldn't try that but Wanda said that if she did she'd be sorry. Seeing her naked ass in the morning all the time was not what Wanda wanted to wake up to.

After about five minutes of thinking about it her stomach told her to get up for some food. At least back here they had decent food. She threw off her covers and started to get dressed, she saw Wanda still in bed and threw a pillow at her, "Wake up Wanda, or you'll be late for school." She teased.

"I don't go to school…I'm home schooled…So let me sleep…" She muttered under her covers.

"Fine but you'll miss out on breakfast," Boom-Boom spoke up and all she got was a grunt for an answer. After dressing she walked into the wall with a yawn and nearly run over by a grey blur.

"Watch out! I'm going to be late for breakfast!" Came the replay as Olivia "Ollie" Osnick AKA Spyder ran by her. The young grey skinned, haired and eyed girl was in a hurry, since breakfast was always hectic. She ran on down the hall and then down the stairs, her shouts and the a few of the people she nearly ran down could be heard.

"Must be nice to have all that energy in the morning," Tabby muttered and walked on, wondering if she was too young to start drinking coffee in the morning.

The kitchen and dinning room of course was a mess with many teenagers and adults going about. Ororo was thankful that May was here to help things out in the mornings, it took less time to get the meals done and was a true help around the mansion. Her kind spirit was always a source for comfort to the others and at least now Ororo could take it a bit easier in the mornings. It was also nice to have another female adult around, sure she was older then Ororo but it was nice.

For someone like Lance however it was a wonder the place was still standing, even though he had been here nearly a month it was still hard to get used to all the things. It didn't help matters that he had those training sessions like everyone else, he also still had to wear that New Mutant uniform. He was also on their 'team' although he felt he was just as good to be on the X-Men team, but there was an upside and downside to that. Upside he would be with Kitty, downside is that he would be with Summers there.

Sure over the weeks they had grown a bit more civil with each other but they weren't friends. Personally he didn't want to be friends with him anyway. Although things with him and Kitty were going okay at least, no one gave them any real problems. Just the normal teasing that went on but every couple got that it seemed, but at least they were a bit better about it then the Brotherhood. That was another sore spot for him, ever since that day they all looked at him at school like a traitor and he guessed he couldn't blame them.

"Hey Lance," Tabby said while sitting next to him with a plate of bacon and eggs. She looked at his plate and wrinkled her nose, "What is that you're eating?"

Lance sighed, "Veggie meal, Kitty says I should at least try it out…For her sake just to see what it's like for her ever since I made that joke that eating nothing but leaves can't be healthy. So she called me out on it."

Tabby snorted, "You are so wiped."

"I am not!"

"Lance, no yelling at the table please," May chided him and he nodded to her. Normally he didn't think much of humans but Peter's aunt just had this way to grow on you.

Elsewhere Rogue was digging through her meal, she had been waiting for Peter to join them but again he was late. She was actually starting to really worry about him, lately he seemed to reclusive it wasn't like him at all. He also didn't smile as much and she was certain that a few times he did were forced. Then there was the more personal things, whenever she kissed him he froze up for a sec or whenever she tried to shows sighs of affection he only returned them half as much. In the past he usually had been the one to be in the position she was in. It was thanks to Peter that she could touch and he helped her to break out a bit form her isolationist shell and try to experience the world and others more. But now it seemed he was doing exactly what she had been doing before he came into their lives and it really worried her.

She looked over and saw Jean and Scott eating together being all happy. Scott without his glasses thanks to that modified watch on his wrist, although Scott skin was still a bit pale where his shades had sat for years on his face. He and Jean had pretty much become the 'prefect' couple at the mansion, always together and smiling and holding hands. There was a time she had wished that had been her instead of Jean but Jean could have Scott. She had someone else in her life at least she hoped she still did. She had tried talking to Peter about what was bothering him but he covered it up with a joke or change subjects.

She had talked to a few of the others about this, and they all admitted that something was wrong with Peter. For the first week when he was recovering they all gave him his space since he was still physically week after being separated but also because he seemed to have wanted it. Only a few of them were able to get close to him that first week, herself included. She knew his mood had something to do with what happened to him but he just wouldn't talk about it, not to her not to anyone. She sighed as she dug through her food not really hungry at the moment.

-Bayville High-

It was nearing lunch and Peter was in one of his classes, it was the one he shared with Kurt and Amanda. He'd seen that the two of them had since sat next to each other since they started dating and even now it kind of brought a smile to his face. But only a little one, looking at them also brought on other emotions like how much he missed being like that with Rogue. Truth was he missed those days but deep down he was afraid. He was afraid if he got too close he might hurt her again not to mention anyone else. Peter knew it was irrational but that fear inside him was still there, there was a darkness in him he hadn't known about and it scared him like nothing before.

Halfway during the class Kurt took his eye off the board (and his girlfriend) long enough to really look at Peter. Ever since Rogue spoke up about how worried she was they all took it to heart, the last time she had been worried they had nearly lost him to that suit thing. So this time they were watching him and Kurt couldn't help that think Peter was burying himself in work lately, he was always doing homework, helping Wanda with her studies or doing something to busy himself.

"Kurt?" Amanda whispered to him not wanting to draw any attention, "What's wrong?"

Kurt looked at her and she could see it in his eyes that something was wrong. He sighed and tilted his head to Peter. She looked at him, he did seem a bit odd to her lately but she couldn't point it down, "Zhere is somezhing bothering him but Peter von't talk to us about it. I've tried a few times myself but he won't open up."

"Is it about that thing that tried to take him over?" She said in a low tone. Kurt had told her all about it and she even visited Peter while he was resting from after that. Hearing it she had to wonder just how horrible it had to be to have something like that happen to you. It was unimaginable for her, Kurt nodded his head and she gave Peter a worried look. She liked Peter, he was a very nice guy who seemed to have an unfair life at times,

"How bad is it?" Amanda figured that if anyone would know he might, since he knew Peter better then her. In fact they were pretty close friends, she figured it was because they both had had this ability to make others feel better by their antics and liked to make others feel better. She knew it was one of the reasons she liked Kurt so much.

Kurt gave a heavy sigh and ran a holographic hand through his long hair, "I'm not sure…But he's not been himself lately. Ve thought zhat all he needed vas a little space but…It's not working."

Amada saw the worried look on his face and placed a hand gently on his for a brief moment, he looked into her large brown eyes and felt a warmth enter his heart. She was the perfect girlfriend, at least in his eyes. She was smart, funny, loved his sense of humor, she had this warmth about her. Plus most of all she saw past his exterior and saw who he was on the inside. She cared about who he was and not what he was, he knew that girls like this wouldn't come around often and he would cherish his time with Amanda for however long they were together.

After the bell ran Peter gathered his stuff and headed for his locker. "Hey Peter what's up?" Peter turned to see Hobie Brown, an African American teen a year younger then him, "Man why the long face? Ever since you got back from being sick you've been nearly a zombie."

Peter just shrugged, he liked Hobie but how do you say 'Well I nearly got completely taken over by a living costume and now I'm scared of myself' is kind of hard to tell someone. The fact that Hobie had no idea of his more 'unique' life style was another thing, "Yeah sorry man I'm just kind of out of it lately. No worried," Then Peter noticed this black eye Hobie had.

"So…how'd you get the shiner?"

"What? Oh that…uh…You know how bullies get right?" He tried to cover, he hoped Peter bought it but he didn't want to say that he got it while wearing a costume and this guy who was trying to steal a car got a lucky shot in.

For Peter he just assumed that Duncan and his buddies were just up to their old ways again, he still remembered how he and Hobie got into it them earlier. He was sure Duncan still had it out for him for his part in Jean dumping him. "Well just remember what I learned about fighting bullies."

"What's that?"

"Learn to duck and run," Hobie made a snort of laughter at that, "Well see ya, it's lunch and I want to feed the beast that is my stomach." He waved to him and walked away.

Hobie however noticed that even though he smiled Peter's eyes said otherwise as did the way his shoulders were slouching and all. He sighed to himself wondering what was going on with him, for awhile he had been acting like a jerk, then he got sick and now he was all depressed it seemed. He just wished he knew what was going on.

Outside the school a few of the students were eating outside. At one table sat Jean, Scott, Kurt, Amanda and of course Rogue. Kitty and Lance were eating together alone, she was trying to get him to try something and he looked like he didn't want any. A few of the others were around too while the Brotherhood was in one corner and a few like Max and Pietro kept giving glares to either Lance or Tabitha.

Rogue however was looking over at a tree where Peter was sitting all alone. It was odd seeing him there since not too long ago she had been the one there. The others were talking about something but she was too busy being worried. Jean however picked up on it, it was hard for her not to. "Rogue if you're worried so much talk to him," She said gently to her.

Rogue looked at Jean for a moment wondering if she had been projecting or Jean was 'snooping' in her head. Even though she claimed otherwise everyone had the suspicion she did look now and then, hell shy may be 'Miss Perfect' but she was still human. Rogue just sighed realizing that no matter how she knew Jean had a point.

"Ah've tried. Ah mean ah've tried to beh understanding and patient but he just won't open up."

"Well then maybe it's time to try your old more reliable way," Jean grinned at her and Rogue looked at her for a bit confused.

"I think what she means is that usually you're usually a bit more straight forward and to the point," Scott offered her, "If this isn't working then try the direct approach."

Rogue gave it some thought, normally that would have been her way of doing things but she didn't want to push Peter away. But he seemed to be doing that just fine all on his own. Well then she figured to hell with that, if Peter wouldn't open up she would make him. This was driving her nuts with worry and she couldn't take it anymore. Without a word she picked up her try and walked straight to Peter.

The others looked on and it was Amanda that spoke, "You think this will work? That she can get him to open up on what's bugging him?"

"If anyone can she could," Kurt told her.