Chapter Text

The pain felt in my hand was immense, like a hot iron pressed up against my skin. Whatever it was borrowed through my skin and into the veins in my hand. I grunted in pain holding it, trying to hold it it, but a roar of pain came out loud.

"Argh!"

And then suddenly, I realized I was somewhere else.

The floor was pristine marble reflecting my face, my skin was pale, my hair brown and I was wearing the biggest pair of circular glasses I have ever seen in my life.

"Mr. Parker, ae you okay?!" someone called out.

I looked down, the face looking back mirrored my looks. 'Was that me?' I asked myself unbelievingly. My hand stung, and looked down and saw it sewing to twice it's size with two bright red bite marks near my knuckles.

"Mr. Parker? Mr. Parker?!" someone shook me.

I blinked as I looked up and found a crowd of students looking at me. They were all looking at me like a caged exotic animal, and right before me was a woman that looked to be around fifty with black hair greying at the sides.

A name popped into my head, 'Mrs. Sonada', that was her name, she was a biology teacher, my biology teacher. I blinked, 'that's not right. I've never meet her before in my life!'

"Mr. Parker!" Mrs. Sonada called out once more, "are you okay?"

I blinked, "I-I yeah, I am," I responded on reflex, suddenly a sharp pain ran through my hand and I flinched, my hand was hurting, badly.

"That looks bad, we should get that checked out," she whispered, turning to the rest of the class and announced, "aright class we're cutting the class short! Everyone get your buddy and walk out to the parking lot!"

"Alright! Guess puny Parker was good for something after all!" a tall blond teenager yelled out to his friends.

I looked around, I was in a lad of some kind, people in lab coats were walking around, monitors showed the DNA of a human being manipulated, numbers ran through them, I didn't know how, but I understood every single one of them.

"Come Peter, I'll get you checked up," Mrs. Sonada whispered as she guided me out. Outside a large yellow school bus was waiting for us, we got on and she put me in the front with her. I could feel a fever coming on, sweat pouring down my brow. And slowly, darkness.

I remembered seeing flashes in my head. Getting off the bus and into a hospital gurdy. A doctor looking me over before informing that I was suffering from an allergic reaction. He informed me to have a week's bed rest and somehow I managed to grunt in understanding.

I remember someone picking me up, his face was aged, his hair white and cut short. But the moment I saw him I knew he loved me and cared for me. He drove to outside the city to a suburban area where he took me into a humble looking house that filled me with warmth.

I was put on a bed that was made, the moment my head hit the pillow my eyes shut for good and I began to sleep.

Memories upon memories came into my head. I could recall so many events in my head that weren't a part of my life. Names, people, mathematical formulas so advanced I knew I shouldn't be able to even think up of them, but somehow I did.

There was a school, a kid being bullied. A house and two relatives taking care of him with nothing but love and kindness. A kid growing up to be a genius without equal, but shunning his own genius out of fear for being unaccepted. And then finally I was hit with a name.

Peter Benjamin Parker.

And with a gasp I woke up.

I jumped in shock and found myself ascending towards the ceiling. Acting on instinct my body swerved, arms and feet smacking against the ceiling. There was a jerking motion, instead of falling back down I was stuck there, looking at the world upside down.

I was panting, I could feel my body cool down. I looked at my arms and feet stuck on the ceiling of my room. I pulled one hand back, pieces of the roof came peeling off, still stuck to my fingertips. I was horrified, I wanted to let go, and suddenly I was falling down.

My body twisted again and I stuck the landing on the mattress. I looked down at my hands, I could feel something there. I focused on the swirls on my fingertips, and there between the lines were small razor sharp protrusions that were curved inwards.

"Holy shit," I gasped and looked around. I found a book with the name, 'Peter B. Parker', plastered on the front. I looked at the mirror and sure enough a frail skinny teenage boy with brown hair and pale skin looked back at me.

"I'm Spider-Man," I gasped in realization.

'What the fuck?!'

A few days later:

It took me a day to fully come to terms with what has happened to me. I pretend to still be sick every time aunty May or….uncle Ben….woah those names were strange to say. Anyway, I pretend to be still in need of bed rest and they left me alone.

I spent a day trying to remember just what the hell had happened. I was alive and well in another body, another life. And now I was here, in the body of Peter Parker, somehow with all his memories and his genius mind.

It was almost like I was Doc Ock and I took over Peter's mind in an effort to become the 'Superior Spider-Man' or something. Though last I checked I wasn't a fucking super villain!

I checked my memories, or rather Peter's. The spider bite had just happened, that was the pain I felt when I...arrived? into his body.

I tried to figure out what kind of world I was living in. You know, classical Spider-Man, Ultimate Spider-Man, maybe one of the movie verse Spider-men? But so far I had nothing. I did however find out that in this world Tony Stark had outed himself publicly as Iron man, so there was a big chance I was currently living in some version of the Marvel movie universe.

Peter also didn't have many friends, even Harry Osborn was more of a study partner than an actual friend. No Gwen Stacy, no Mary Jane, no one. He was frankly a very lonely kid.

I learnt that in this world Peter was smart, extremely smart. Scary smart. Like if he was pushed far enough he could become the next Doctor Doom, given enough time of course. He hide most of his intelligence because he was afraid of being an outcast, more than he already was that is.

The feeling of have so much more processing power was startling to say the least. My brain was functioning at a pace I'm not used to, but at the same time I had no problem keeping up. It was after all my brain.

I did wonder how the hell this happened. How did I end up in this body? If the Marvel universe was real, and my world was one where they just existed as comic book character, did that mean all those celestial beings were real?

Did one of them do this to me? Put me in Peter's body just to see what would happen? A test?

I sighed as I opened the window to my room and stepped outside, sitting on the window sill as I watched the sun rise on my second day in 'bed rest'.

I took a deep breath and looked around at the beauty around me, I was right now at an impasse. Should Spider-Man live? That was the question.

Being Spider-Man was something Peter did out of guilt for getting his uncle killed. But with me, I don't really think that's going to happen. I wasn't going to let the old man die, it would be too much of a chip on my shoulder. So that option was out of the question.

I also didn't particularly like the fact that being a hero basically ruined Peter's life in so many aspects. Romantically, socially, heck even his superhero lifestyle was stressed with JJ always harassing him with the Bugle and the people calling him a menace.

Plus to be fair, I wasn't a fucking hero. Why the hell should I risk my life for others? I was a genius, maybe I should just invent gizmos to help people, I could be the next Reed Richards and save more lives as Peter Parker the inventor than I ever could as Spider-Man!

With my mind made up I go out of Peter's room...I suppose it's my room now, since I was Peter Parker. Just who the hell did this to me?

I went downstairs and found Aunt May cooking breakfast and Uncle Ben already awake and getting ready for work. I blinked, "good morning?"

Aunt May looked up and smiled, "ah! Peter! So good to see you awake and moving about? How do you feel dear?"

"Better," I shrugged as I sat down at the dining table. May placed a stack of pancakes before me, I eagerly grabbed one when I found it looking a bit dry, "ah...I don't mean to complain, but this pancake is dead."

"That's because it's a rye pancake," May exclaimed with a grin, "I found recipe on the internet! It's supposed to help with any unhealthy foreign substance in your body. So eat up!"

I grumbled, "didn't anyone ever tell you not everything you read on the internet is true?"

Ben chuckled, "he has you there May."

"Oh hush you two, eat up Peter, I want you at full strength today!"

I shrugged as I dug into my pancake, "so what's so special about today?"

"Well you see, Anna Watson's niece is coming over today, the poor dear had to move due to family trouble. She's going to be staying with Anna, and we were wondering if you would talk to her, helped her settle in."

My mouth froze as it opened to swallow the disgusting pancakes. I turned to May with wide open eyes, "you're kidding."

"Peter she's a perfectly fine girl, just a little shy. But if you're not feeling up for it then-"

"-No!" I yelled quickly surprising them both, I quickly added, "I mean, I would love too! I feel great! Better than great in fact! When is she coming?"

"A-around noon I think," May replied unused to my enthusiasm, "are you sure Peter? I don't want you to stress yourself."

"No stress Aunt May, it would be my pleasure," I bit into the pancake and immediately stopped chewing, "this tastes like cardboard."

Ben laughed heartily as May glared at me, though I really didn't mind. Uncle Ben left for work soon after breakfast, so I decided to take a shower and get ready.

I put on Peter's best clothes, which was a t-shirt under an open buttoned plaid shirt and jeans. It wasn't fancy, but it was sadly the least nerdy thing Peter had. I was so going to have to change his entire wardrobe. I also discovered I didn't need glasses, no surprise there. At least now I wouldn't look like a total nerd.

I was ready by ten, and honestly I was excited as hell. This was Mary Jane Watson for God's sake! The girl of Peter's dreams! The woman who he'll one day marry! Sure there was that whole bullshit redcon thing, but fuck that!

I honestly didn't know why I was so excited. Maybe it was because I was going to meet a pretty girl, maybe it was because I wanted to see Mary Jane in real life. I honestly didn't know what I should expect, I wasn't going to be Spider-Man, would she still like me?...Did I even want her to like me?

What am I saying, of course I did.

But the fact remains, it was ten, I still had two hours to kill. So with nothing else to do I sat down before the couch and turned on the TV, surfing channeled until I reached the NEWS.

The anchor spoke, "billionaire Tony Stark, also known as the superhero Iron Man, was see in Flushing Meadows in Queens today working on what many assumes to be a new expo. Not much in know about this expo, on scene reporters and bystanders have however snapped several photos and posted it online, these include pictures of Mr. Stark in his signature Iron Man suit, helping construct various attractions. Though we don't know what this expo will bring, many assume it will announcing the launch of his suits for public commercialization."

My eyes went wide, the Stark expo, the beginning of Iron Man 2, guess I was in the Marvel cinematic universe.

I kept listening to the anchor as she went on and on about Stark's tech and how the government was growing worried about them. I knew there was nothing to worry about, Tony was an okay enough guy, but I did understand why they were scared. They didn't realize aliens were real and they would need a hero like him helping them out.

This also meant something for me, I was in the Marvel cinematic universe, and I wasn't a kid. If Sony didn't hoard the rights to Spider-Man then Spidey would have been introduced to the MCU much sooner, I guessI now live in a world like that.

I whiled away two hours like that, learning more about this world I now found myself in, and soon the clock struck 12. May arrived just in time, dressed in her Sunday best and nodded at me, "I'm glad you decided to dress up Peter, I just know you'll make such a nice impression."

I blushed at the comment and followed her out. We crossed the road and knocked on the door of the house directly across from us. A few moments later, Anna Watson, a kind older lady with grey hair and a warm smile welcomed us.

"Ah Peter! So nice to see you! I heard about your little accident are you sure you're alright to be up and about?"

I smirked, "I'll be fine. I was just a spider bite."

"Oh that's my Peter," May smiled, "when I told him about Mary Jane he was so excited! Practically jumped at the chance!"

A blush grew across my face as I glared at May, "aunt May! Stop!" In response the old lady just giggled, crazy old woman.

"Well come on in then," Anna invited us in, showing us her home. It was homely, pretty pictures hanging up, a TV and fully furnished with antique looking furniture.

Just then a girl with wet hair came rushing down the stairs, two at a time, wearing green shorts and a purple tank top, holding a hair dryer. "Aunt Anna, the damn thing's broken again-"

She stopped as she realized she wasn't alone. I looked at her, and her eyes landed on me, widening in alarm. They were so green, her wet red hair clung to her scalp making her look that much more desirable.

I couldn't help it, it was the perfect timing, I whistled and smiled, "damn, looks like I just hit the jackpot."

Her face turned red as she blushed. May and Anna looked surprised, guess they never thought Peter had it in him. I chuckled at the silence, "so, you're Mary Jane?"

The girl nodded, "y-yeah. Hi.

I nodded and looked down at the hair dryer, "not working?"

"Ahm, yeah, it just kind of stopped," she nodded slowly.

I held out my hand and she passed it over, I took a look at it and using Peter's remarkable knowledge of mechanics realized the problem, "the motor's fried, I can probably fix it for you Ms. Watson, shouldn't be too hard."

"That would be lovely, thank you Peter," Anna nodded before turning to MJ, "Mary Jane, maybe it's time for you to put on something more decent."

"Ah, right," the redhead nodded quickly before turning around and walking upstairs. She looked back at me one last time, and I met her gaze. She was looking for something, I knew it, I just smiled back.

When she finally closed her room door I turned to Anna and May, "I'll go to the hardware store and get the parts to fix it Ms. Watson, I'll be back soon."

"Why don't you wait for Mary Jane to get ready Peter? Maybe you two could go together," May oh so subtly suggested.

I shrugged, "sure. No problem."

"Oh look at you, acting so innocent," Anna giggled, "didn't I tell you they would hit it off May?" I tuned the two old women out as they proceed to gossip about me and MJ.

It took a while but soon the redhead returned, this time she wore a pair of jeans, a hoodie and sneakers. I looked her over and smiled, "I liked the other outfit better."

"Peter!" May gasped scandalously, "that is no way to treat a lady! I taught you better than that!"

I looked into his memories, she was right, she did. I turned to MJ and bowed, "I am so sorry my lady, my actions have been so uncouth! I beg thee for a thousand pardons for my rash behaviour!"

Mary Jane chuckled, "you're Shakespear needs a little work there Tiger."

"Shakespeare? I was doing my best fancy pants impression."

"That's Shakespeare."

"Ah, so the voice has a name." She laughed, yay, she likes me!

Anna gave us some cash and quickly sent us out, she told us to buy lunch outside after getting the dryer fixed and just like that MJ and I were talking side by side.

"So what do I call you?" I asked her as soon as we stepped out.

"Hmm?"

"Mary Jane, seems like a mouthful," I shrugged, "do you have a nickname?" Which I knew she did, but I needed to make small talk.

Mary Jane shrugged, "most people call me MJ."

"Hmm, cool, but not creative. How about Red?"

"Red? Really? And you complied MJ wasn't creative enough."

I shrugged, "I'm sure we'll figure something out. I'm Peter by the way, Peter Parker."

"Oh I know, my aunt won't stop going on and on about you. I figured she must have some sort of crush on you" she teased.

"Hm...tempting, she is a MILF, totally my type," I teased back.

MJ's eyes went wide, "what?"

"Kidding," I chuckled, "I actually like redheads." Mary Jane blushed. "So, where are you from MJ?" We talked all the way to the hardware store a few streets away. She told me how she was joining my school on Monday, I gave her a few tips but generally avoided topics like friends, since Peter didn't really have any.

We had to talk a little further away to reach a restaurant to get lunch, though I didn't mind, and neither did MJ. We sat and ate, I threw about a few jokes, she laughed, she teased me, I blushed, it was a great first date. Well...maybe not a date….

We came back to her home and found our aunts still chattering in the sofa. I sat down in the dining room table with the broken hair dryer and began to open it up with a screwdriver Anna had lying around.

As I fixed the machine MJ watched, whistling as my hands glided over it, "you're pretty good at this huh?"

I smiled, "very good. I'm sort of a nerd, in case you don't know."

"Believe me, I know," I looked confused, she clarified, "no one can talk about Star Wars that much and not be a nerd." I blushed, she was right, I did talk about that movie quite a bit.

"So is this what you want to be when you grow up?" MJ asked as I replaced the motor.

"A handy man? No, my ambitions are a little higher," I smiled.

"Like what?"

"Like...well….I honestly don't know. I know I'm smart, and I can probably do a lot of good...but I don't know what."

MJ smiled, "maybe you should build yourself a suit of armor and fly around saving the world."

"Neah, the suits are more Tony Stark's thing," I chuckled, "besides, being a hero is dangerous, and the job has a horrible pay off."

"Well heroes don't be a hero to get thanks you know, they do it because they're heroes."

I sighed as I leaned back, "is it a bad thing that I'm not that selfless."

MJ looked concerned, "what? No, I just meant-"

"-I know what you meant, I get it. It's just...why do they have to be heroes? Can't they just be normal?"

MJ looked at me, hoping I wasn't angry at her, and seeing as I wasn't actually and just curious, she thought "well...maybe because if they don't...who will?"

"The po-" I stopped, I knew how ridiculous that sounded, the police? Yeah right, they could barely handle street crimes let alone fucking aliens from outer space and metas! Heroes needed to be born...but maybe not Spider-Man.

I sighed, "yeah...you're right."

I did manage to fix the damn blow dryer, much to Anna's gratitude. MJ and I spoke a lot, mostly about school and her life before moving here. We also talked about superheroes, though she quickly learnt it was a touchy subject for me, though she didn't know why.

We exchanged numbers to keep in touch and I left her with a promise to see her again the next day. And judging by her smile she seemed to like that.

That night though I found myself in the basement in the small lab Peter had set up for himself. It was filled with chemicals and other gadgets he had toyed around with. I sat down and opened the junk drawer, pulling out two broken watches with metallic straps.

I looked them over and sighed, I got to work.

The formula for what I wanted to make was difficult to make. It took all my brainpower to even think off creating the chemical chain needed to produce webs. The chemical would react when exposed to air and solidify into a sticky elastic and nearly unbreakable structure. The problem was creating them as I would be working from scratch.

It wasn't finished in one night, though I did make progress. The next day I spent with MJ, I helped her catch up on some homework and taught her some basic chemistry. We did get distracted a lot, talking about books and t.v. shows, but that gave me a reason to come again tomorrow to complete our lessons.

The nights I spent in my basement lab, working on the web formula. It was a pain in the ass to be honest, I nearly caused a small explosion when I accidentally mixed the wrong chemicals. Luckily I managed to catch it before there was a chain reaction, or else Peter go bye bye.

I was on doctor's orders to stay home all week, so I took total advantage of that. Everyday I switched between MJ and the web formula, making progress with both. MJ and I even began to chat during the night, though she always complained that I kept her up.

On Friday night though, I cracked the code. I could synthesize the formula and when I tested it out, I found it to be perfect.

The webs created lasted for twenty minutes or so and they weren't very strong, which was too be expected since this was my first try. They could carry 300 pounds of weight, but any more and they would snap.

And now my next problem, creating a pressurized cell. For this I had to buy a small soda machine with my allowance and modify it a little. Now instead of pushing gas into liquid, it would push the web formula into a small lithium battery sized disk that was good for 50 yards of web.

I used the two broken watches as the body of the web shooters. I emptied the dial out and took out the small screw in the side. I used the screw hole as the shooter for the webline, and for the trigger I used a metal pressure pad that could be pulled out like a measuring tape.

And on Saturday night they were done. Two brand new web shooters made out of Uncle Ben's old watches. I looked down at my creations with pride and a little confusion.

After all this time I honestly didn't know what I made these things. I hadn't decided to be Spider-Man, I knew I wasn't hero material. But...but what MJ said really struck a chord with me. So maybe I made this as a way of keeping the door half open, to keep that option half open.

I grumbled, snatching the shooters and stuffing them into my back pockets. Whatever the reason, they were here now, whether I liked it or not.

The next day MJ came over to hang out, and she didn't tell me, deciding instead to just stop by.

I was snoring into my pillow when she threw the door wide open and zippered, "morning sunshine!"

"Wha?!" I yelled in surprise jumping out of my bed ready to fight. I had a bad dream about the green goblin coming to kill me, singing 'Itsy Bitsy Spider' as he did. It was not a nice dream. I blinked my sleepiness away as I realised MJ was staring at me.

"Oh, it's you MJ, sorry about that, nasty dream," I grumbled rubbing my hair, she however didn't say anything. She was staring at me, "MJ? You okay?"

"Ah hum," she nodded dumbly as she leered at my body. I looked down and noticed that I wasn't wearing a shirt, it was too hot for a shirt.

I blushed, "ah...maybe you should wait outside."

"No, I'm good right here," she shook her head, her eyes not leaving my abs, she whistled, "damn, looks like I just hit the jackpot!"

"Dude! Seriously!"

"What? You saw me in my PJ's!"

"Hey I didn't stare!"

"Oh please! You were totally checking me out!"

"No I...well, okay but….ah! Out MJ!" I turned her around and pushed her to the door.

"I don't know why you're so upset," she chuckled I closed the door behind her, "you should be happy a girl's checking you out!"

"Out!" I grumbled slamming the door shut. I quickly got ready and put on a fresh shirt and jeans before going downstairs to see Aunt May and Uncle Ben hosting MJ.

"So are you excited for your first day?" Ben asked MJ.

"Yes Mr. Parker, Peter's been helping me prepare, so I think I won't have any problems with the subjects," MJ smiled.

"Well that's lovely dear, I'm glad Peter and you are getting along so well," Aunt May smiled, she noticed me coming down, "ah, speak of the devil!"

I glared at MJ, "peeping Tom."

"Suck it up Tiger," she smirked.

"Morning uncle Ben, aunt May," I greeted them as I sat down eating the breakfast Aunt May prepared. I turned to MJ as I munched on some bacon, "what's up peepers?"

"Are you still on that?" MJ asked rolling her eyes.

"Peepers," I repeated with a glare.

"Whatever. Anyway I just came over because I have exciting news!" she pulled out two tickets and practically shoved them into my face, "Hamlet, Apollo theater, tonight. You in?"

I took the tickets and whistled, "damn, these are some great seats. How did you get them?"

"My mom got them for me," MJ smiled, "she wants me to get used to the town and have some fun. So…. you in?"

"Most definitely!" I called out before I felt to glares hit me. I gulped and turned to my aunt and uncle, "you know...if that's okay with you two."

Ben stopped the glare nearly instantly, "of course it is kiddo! Have fun!"

May groaned, "I don't know Ben, it's awfully late. They'll have to come back by train and you know the stories we hear about those late night trips."

"Oh it's all right, our Peter here will just beat anyone who even tries won't he?" Ben asked with a grin.

I smirked, "damn straight."

May protested some more, but after MJ, Ben and I kept pleading with her she eventually agreed. But not without making sure MJ carried some pepper spray for her own protection.

After breakfast I took MJ back into my room where I booted up Peter's old Nintendo 64 and loaded Smash bros. I taught MJ how to play and needless to say she was a master at it. Something about hitting me with a giant hammer just seemed to appeal to her.

We had lunch at home and then got ready to leave. Before I left though Uncle Ben stopped me and slipped me a hundred, he winked, "make it a good night champ."

I smiled, "thanks Uncle Ben."

We took a cab to the train station and caught the first one into Manhattan. MJ kept going on and on about how the play troops were one of the best in the city and how I was going to be amazed. And I belied her, in my old life I was an admirer of the theater, though now my interests were...elsewhere.

We reached the city with time to spare, so I insisted we explore the place. Peter had done so before, not in detail, so I did have some idea on where to go and what to see.

We went to the Central Park and enjoyed a nice long walk. MJ liked the greenery, and I liked her smile, honestly I think I might be falling for this girl. It's it's been what? A week? Damn you Peter Parker, I just know this is all somehow your fault!

We reached the theater just in time for the play to start. MJ was excited and I shared her enthusiasm, a good Shakespearean play was something to be excited about.

The play lasted for three hours, but it felt like it much shorter. The actors were amazing, each leagues above anything I have seen before. They were energetic, ecstatic and hypnotic in the way they delivered their lines. But while MJ enjoyed the play, I was focused on something else.

The story itself was one of revenge. Hamlet finds out his father had been killed by his uncle, and he now wishes for revenge. The premise was similar to Peter's own life, his uncle dies and he looks for the killer.

But there is a major difference in their stories. Hamlet kept postponing his vengeance, and in the end that costed him. He had a duty to his people, his subjects, to remove a man who would kill his own brother for the crown. He had failed his duty and his family resulting in the death of all he cared for.

Peter on the other had taken upon that duty, that responsibility and he grew the better for it. Was what I was doing right? Was Spider-Man really what I needed to be?

This question plagued me, but I pushed it aside and focused on the drama, though the question never truly left.

And then it was over.

"That was so freaking cool!" MJ yelled out pumping her fists. A few of the other patrons looked at her and chuckled at her enthusiasm.

"Yes it was Peepers," I nodded, "it was something else."

"Did you see how they acted? God, it was like they were actually going to kill each other on stage! And Hamlet, oh, that guy, I felt like yelling, 'do something you ass! That's your mother!'."

I smiled, "oh no, you've caught the bug."

MJ blinked, "bug? What bug?"

"The theater bug," I replied, "symptoms include a love of the theater, love for drama and an insurmountable desire to be under the spotlight."

"Hey, that's mean," MJ pouted, "I just like it okay."

"I know, I know, but I stand by what I said. Besides, I think you would be a great actress," we walked down the streets, the city still active even though it was the middle of the night.

"R-really?" MJ asked.

"Of course, why, you don't think so?"

"No, I do, but...no one ever thought I could do it..."

"Well I'm glad I'm the first," I smiled as he reached out and grabbed her hand in mine. She didn't hesitate, as she squeezed my hand back, "I'm serious though, you would be an amazing actress."

MJ smiled, "thanks Peter, that….that means a-"

KABOOM!

Time seemed to slow down, I felt something inside me vibrate as my body started to move on instinct. I pulled MJ closer and wrapped one arm around her chest, jumping to the side.

A large slab of concrete flew past where we were just moment ago. I landed to the side with MJ holding on tightly. We saw the slab of concrete embed itself into a building side, breaking apart into spices of iron and concrete.

"What was that?!" MJ cried out.

"I-I don't-"

"GRRRR!"

It was an Earth shattering scream. My grip around her tightened as we turned to roar and saw Harlem burning. There were people running away in fear, fires burning, cars broken down into pieces, roads destroyed. It all happened so fast, I couldn't believe what I saw next.

A monster, 20 feet tall with big bulging muscles and skin shredding along the side and bones protruding outwards. It stood naked except for a pair of torn shorts. I took one look at it, and I already knew it's name.

"Abomination," I whispered in horror as I realized too late that MJ and I were right in the middle of the final fight between Hulk and the Abomination. This was the final fight scene, and Harlem was going to be destroyed.

I looked down the road, people were screaming and running and out of a crater formed in the middle of the street and green hand came out.

"No," I whispered, the hand pulled itself out of the ground revealing a green figure growing in size slowly, "no," he grabbed the tattered remains of his shirt and ripped it off, "no."

"Hulk!" Abomination cheered in joy, "come face me!" The two titans of power charged each other, and that was when I knew we had to run.

"We have to move!" I yelled as I held onto MJ and took off down the road. Hulk and Abomination charged each other each step they took was like a thunder clap, until they meet in the center and threw them eat each other, causing a sonic boom from the impact that shattered glass.

I was swept off my feet from the impact, I went flying into the air, but landed on my feet with MJ held safely in my arms.

I looked up, Abomination had the upper hand, he threw Hulk through a firetruck. I sighed in relief, they were taking their fight elsewhere.

I looked down at MJ, she looked at the fight in horror, "are you okay?"

"Y-yeah," she nodded, "w-what is that thing?!"

I searched Peter's memories, and yes, he did follow Bruce Banner's research and knew about becoming the Hulk, I could share this information without anyone finding out.

"That's the Hulk," I pointed at the green monster currently breaking a cop car in two to use as brass knuckles, "I...I think's one of the good guys."

"We need to get of here!" MJ called out.

"R-right," I nodded, the Hulk could handle himself, she was right, we needed to be safe. I put her down and we ran away, following the crowd of people before us. But as we did I saw a man stuck under a light post, people ignored him and ran, his legs were bleeding as he yelled for help but no one came.

I stopped, I couldn't help it, I didn't like seeing people suffering. I ran to the lamp post and grabbed it, "hey man, don't worry, I'll pull you crawl out, okay?"

"Peter?" MJ asked in surprise as she saw me with the man.

The man panted, trying to not think of the pain he nodded at me. I pulled with all my strength and felt the post slowly rising up, thank you spider strength!

He shimmed out under the pole, but it was too slow, I couldn't hold the pole up for long, I wasn't use to this kind of stress. I was just about to drop the pole again on him when MJ ran to the man's back and pulled him out completely as I dropped the pole down with a pant.

"Thank you," the man gasped.

"It's okay," MJ nodded to him as she pulled him to the side away from all the fighting.

I turned around, there were more people screaming, more people getting hurt from the random debris flying about from the battle between Hulk and Abomination.

The monster were fighting like no tomorrow. Abomination kicked Hulk through several building before jumping up to follow him. I saw a military helicopter lower down from the sky and rain down bullets into the Abomination as he jumped onto the building's rooftop and run away in search of the Hulk.

More people were going to get hurt, a lot more people. They were going to get hurt and it was all because of those two things.

"Peter? We need to go Peter," MJ called out. But I could barely hear her.

What would the real Peter Parker do? Would he fight? Or would he run away? No, no he wouldn't run away, not when so many people are getting hurt, no….he would stay and he would help them and if the need came, he would fight the Hulk himself to make sure people didn't get hurt. He was a freaking hero and….and so was I.

I turned to MJ, "get him to safety MJ, find a safe place and stay there. People still need help and I'm going to help them"

"What?! Peter are you crazy?!" MJ cried out, "there are monsters fighting out there!"

"And there are people getting hurt MJ! I promise I'll be fine, I'll call you soon as I can," and without another word I took off.

"Peter!" she cried out but ignored her. She looked afraid, for me and herself, she must have thought I was a glory seeking fool, I know I would have. But the truth is this….I want to be a hero too, my life...it's not that great, but if I can use to to help others than….oh my god, I just realized, I'm going to be Spider-Man.

I ran down the street and spotted a second hand cloth store with a busted street window. I ran in and looked around, I needed a costume. I grabbed a red hoodie my size, a pair of blue yoga pants from the women's section, a ski mask and a pair of gloves.

I ran into the trial room and quickly changed. I reached into my back pockets and sure enough my web shooters were there. I slipped them on over my gloves and tested them by firing a web line. It was strong and quick, good.

I grabbed a school bag and put all my clothes in there, zipping it up. I slapped down a twenty on the counter and ran to the door, but I stopped, there were cameras out there, if someone got curious about me they could use them to find me and my secret identity. I needed to be careful, paranoid even.

So I looked around and spotted an open window up near the ceiling leading out into the alley outside. I climbed on the walls, thanking god that my wall crawling abilities worked even while still wearing gloves and sneakers.

I crawled outside into the alley and took the bag with my clothes inside. I pressed it up against the wall and covered it in webs, holding it up there until I could come back and get it.

An explosion drew my attention. I looked up to see the military helicopter come crashing down a few blocks away. It was now or never. I stretched out one hand and fired a webline into the corner of a building. My stomach was filled with butterflies, nervousness and dread filling my soul.

I slowly pushed off the wall and held on tight to the web line, swinging like a pendulum across the alley into the open street.

My stomach lurched as I flew over the destroyed street and landed on the roof of the building on the other side. I stuck the landed and blinked in wonder, looking at my hands and then at the way there I swung.

'Yeah….this is freaking awesome!' I grinned and ran forward. I jumped off the edge of the roof and shoot out a webline. I swung from street to street towards the sounds of destruction, and landed on a rooftop, looking down at the monsters fighting.

The helicopter was still in one piece, thankfully, the battle field was a broken down block of land, barren except for a few barrel fires. And standing on top of the helicopter was Abomination, grinning at the Hulk who looked like he was annoyed more than angry.

The Abomination charged, throwing Hulk into a broken wall. He punched him repeatedly, I looked at the chopper as so soldiers pouring out, a female civilian among them, 'Betty Ross,' I realized.

There was fuel pouring out of the engines, sparks flying everywhere. It was only a matter of time before it went kaboom, even the hulk seemed to realize this as he tried to stop it, but Abomination didn't let him, keeping him pinned up against the wall.

'Look's like it's my turn now,' I gulped as I jumped off the roof and landed with a roll. "Hey all! Fancy seeing you here," I called out, 'why did I do that?! That's so stupid?'

The soldiers looked at me like I was crazy.

"Get out of here, it's going to blow!" Betty warned me, I smiled, nice lady.

"Not if I have anything to say about it," I turned to the leaking fuel tank and fired out web line after web line. I threw the strands around the tank and covered it completely with my web stopping the fuel from leaking out.

The tank was now insulated, the fuel that was already leaked out was dripping into the ground, being absorbed, crisis averted.

I turned around to the Hulk, "hey big guy!" the monster turned to me, "I got this! Kick his ass!"

Hulk grinned, turned to Abomination and gave him a headbutt, the resulting crack was so loud I could hear it from here as Abomination held his nose in pain. They began to fight once more, this time Hulk wasn't distracted from saving lives.

I turned to the soldiers still stuck inside the copter, I jumped in and slowly one by one pulled each of them out, handing the unconscious and injured ones to those who could still walk.

There were even a few civilians that came rushing to help, dragging soldiers away from the wreckage.

Betty ran up to me as I pulled out the last injured man, "you have to help him!"

I looked at them and saw the Hulk being hit over and over again with a wrecking ball that the Abomination used as a whip. He knocked Hulk the side and then turned to us, narrowing his eye at the retreating soldiers.

"General," he growled, raising his chains to throw at us, and I moved. I used my improved agility to rush at him.

"No! Don't!" I heard general Thunderbolt yell out.

My head started to buzz, warning me of danger, I jumped just as Abomination threw it's large chains at me. I landed in a roll and continued to charge straight at him. I didn't know how strong Peter was, but it should be enough.

I ducked under his swings, slipped into his defense, drew one arm back and with all the force I could muster, threw a punch right into his gut.

Abomination's eyes went wide as his body was lifted into the air for a few seconds. I felt my web shooter cracking from the force. It exploded into a heap of webs covering my arm and his torso.

'Shit!' I realized as I found myself stuck to him. Abomination landed on his feet and ed down to see me still attached to him. I gulped as he sneered at me.

My spider sense were roaring in pain as it warned me to get away. But I couldn't. He tried to grab me and I jumped over his gigantic arm. The webs stretched, good, I had some leverage. I then ducked under his other arm, wrapping them both up with my web. I circled them and again before grabbing my hoodie sleeve and tearing it off, releasing me from the webline.

I jumped away as Abomination tried struggle free. His arms were wrapped up tight together and attached to his chest. He pulled and I could see the lines started break, but it was taking all his time and effort, I needed to put him down.

I knew I couldn't punch him unconscious, that was the Hulk's job. No, I needed to be smart about this, he must have a weak point, after all he was only...human.

He needed to breath….right?

I ran at him and leaped onto his chest and aimed my remaining web shooter at his nostrils. They were huge, and if I wanted to make sure he didn't pull them off I had to stick them somewhere he couldn't reach.

I quickly shoot two web lines into his nostrils, blocking his nasal passage. Abomination's eye's went wide in horror as he realise what I was trying to do. He tried to free his arms even arder now, I could hear the web restraint snapping. I quickly fired one last web line into his mouth, covering it as well.

I leaped away just as Abomination broke free. I landed far away and watched as he struggled to rip my webs away covering his air passages. But his fingers were too large, they couldn't fit. He even tried to ripe into the ones in his mouth but I had lodged them so deep inside he could barely even touch them, let alone have enough leverage to rip them out.

I panted and watched as he scratched his neck, trying to breath. He swayed and suddenly fainted, crashing into the ground with a large thud.

I was panting, I didn't even realize I was doing it. I looked around, by now police had gathered around with their guns pointed at the monster. Hulk stood aside and looked at me and the now unconscious Abomination.

He growled before letting out an Earth shattering roar that scared everyone there. Betty however wasn't scared. She walked right up to him. Thunderbolt had his men stand down, even the police looked like they were going to be trigger happy.

"Bruce," she whispered as she cried.

Hulk looked down at her, he tried to wipe away her tears but found that he couldn't. "Betty," he grumbled. Suddenly a spotlight was shined on him, a camera helicopter circled around him.

Hulk growled, he took off into the night, the helicopter following him. I lost sight of him in a few short moments leaving everyone there with nothing to do, except look at me.

"What's your name son?" Thunderbolt asked as he approached me.

"Me? I'm," I hesitated for a moment before speaking, "I'm Spider-man."

"Spider-man? What kind of name is that?"

"The kind I chose," I answered.

"Are you planning on playing dress up?" he asked with a raised eyebrow.

"Yup."

"..." he didn't expect me to admit to that now did he? He looked to his men, who were all asking for orders. He nodded towards Abomination, "secure him," he then turned to me, "well whatever you're name is, thank you. I owe you a debt, if you hadn't come when you had those monsters would have destroyed the city."

I shrugged, "I don't know, the green guy looked like he had it all handled."

"Trust me son, he didn't," Ross snorted, "it's humans like you and me who keep people safe, you did your country a great service today son. Thank you. If there's anything I can do for you, just ask."

I blinked, this was unexpected. "Ah, thanks...I guess," I looked around, people were snapping photos of me, I needed to disappear, now! "Anyway, bye!" I turned and ran towards a light post. I jumped and landed on the top before launching a web line and swinging away back to my stash of regular clothes and MJ.

"Sir should we follow him?" a soldier asked Ross.

"No, let him be, he isn't our enemy," Thunderbolt ordered as he turned to his daughter and sighed. Tonight was going to be a long one.

I landed in the alley way with my bag attached to the wall. I opened it and quickly changed into my regular clothes, which was quite a challenge when you're standing perpendicular to gravity.

Once I was back in my normal clothes I stuffed my…'uniform' into the bag and threw it into burning car. I couldn't bring it with me, MJ would ask where I found a bag, and I certainly couldn't leave it behind in case SHIELD or even Ross started to get curious.

With all evidence destroyed I took out my phone and found three missed calls from home and one form MJ.

I called MJ first, "hey, it's me, where are you?"

"Peter? Oh thank God! You're aunt has been worried sick! I'm at the Starbucks down the street near the Ambulance."

I looked around and spotted her, "I see you," I quickly ran to her and grabbed her into a hug, "I'm glad you're safe."

"Me?! What about you?! When I told your aunt what you were doing she nearly got a heart attack!" MJ yelled as she broke the hug.

"Shit," I cursed, I really didn't want to get yelled at, "I'm sorry. Are you okay? Did anything happen?"

"No, no, I'm fine. What about you?"

"Helped out a few soldiers stuck in a helicopter, the fight is over, some guy in a red hoodie and mask came in and stopped that raging monster."

MJ blinked, "some guy?"

I nodded, "yeah. I couldn't catch him name though, he spoke to the general there and then just left. I think he was a superhero."

"I see..." she narrowed he eyes at me, I gulped, "fine. We're going home, now. And you're going to call your aunt and tell her you're alright. I swear, the last thing I need is her death on my concious."

"Right," I agreed as we tried to hail a cab, but since the city was in complete disarray we couldn't get one. We were forced to use the bus instead, and on the way I had to sit and listen to aunt May ye at me through the phone.

By the time we got onto the train May got tried at yelling at me. She hung up with the promise of more yelling the moment I get home. I sighed as I disengaged the call and leaned back my seat.

"That bad?" MJ asked.

"Yeah."

"Well you deserved it," she huffed.

"I was just trying to help," I shrugged.

"You nearly gave me a heart attack Peter!"

"That seems to be going around theses days," I smirked.

MJ groaned, "I'm serious. I literally just meet you and news flash if you got yourself killed that would be a shitty way for me to start school."

I smirked, "awe, I love you too," growing bold I pressed a little peck on her cheeks causing MJ to blush.

"Gr, you're lucky you're so cute," she huffed, "still, what were you thinking going off on your own like that? What is you had gotten hurt?"

"I couldn't just stay there and do nothing," I argued, "I'm not that kind of guy."

"I thought you didn't want to be a hero. Isn't it stupid or something?"

I was silent for the longest time, "maybe," I replied, "but to be honest….I don't think I was ever going just stand by and let people get hurt. Not when I can prevent it, or at least stop it from hurting any more."

"And why is that you're job?"

I smirked, "with great power comes great responsibility."

"How zen, where did you hear that one?"

"Uncle Ben," I told her, "it's his favorite line. I...I think I'm just starting to understand what he meant."

"Hm, he's a wise man."

"Yup."

"But you do know he's still going to whoop your ass the moment you get home right?"

I sighed, "yup."

"Good," she chuckled, leaning her head on my shoulder. My body was sore, especially my arms. The amount of muscle strength I needed to swing from building to building was intense, I would need to start working out. Maybe somewhere privately? Some place no one can see me. After all if they saw someone like me benching half a ton or something they would freak out.

"For what it's worth though Peter, you're my hero," she pressed her lips on my cheek and gave it a smack, "good job Tiger."

I blushed as silence reigned between us. The train's constant shaking filled our ear. MJ looked exhausted, and so was I. I just fought the Abomination, and won! I knew I would be big news this time tomorrow, maybe it's time I take this whole thing seriously.

I have super powers now, how long have I always wanted super powers? And now I have them! I could help people...no, I had to help people. Guess in the end nothing I never really had any choice in this life, I have to become Spider-Man, I had to become hero.

Looks like life just got a whole lot more complicated.

This is a self insert in the Marvel universe as Spider-Man. It will loosely follow the Marvel cinematic universe, it will have mutants and the Fantastic Four in it.

Chapter Text

"What were you thinking?!" Aunt May yelled.

"I was just trying to help," I argued.

"By leaving Mary Jane alone to go into a war zone?!"

"She was safe-"

"-I don't care Peter! What you did was whole irresponsible and dangerous! You were lucky to be alive! I don't understand why you did that!"

"I...I wanted to help-"

"-Are you the police?! Are you the army? You are just a child Peter and-"

"-And because of me one man is going home tonight to his family!" I snapped, "I saved his life, and many more. I don't regret what I did."

May looked horrified, I don't' think Peter ever snapped back at her like this, but then again I'm not Peter Parker.

"May, maybe we should call it a night," Uncle Ben spoke softly, "gone on, go to bed. I'll handle this."

"But Ben I-"

"-it's alright May, just go," Ben gently assured her. She nodded sadly as she turned and left, leaving Ben and I alone at the dining table.

"I didn't mean to snap," I apologized.

"It's alright Peter, I understand," he said softly.

"I was just trying to help I didn't mean-"

"-I understand Peter," he repeated, softer this time, "you have too realize, you're all May and I have, if we lost you..."

"I saved someone Uncle Ben, isn't that what you always taught me to do? If I can help someone, isn't it my duty to do so?"

"Yes, I suppose it is," he smiled, "go to bed Peter, we'll talk about this in the morning. Don't' forget you have school tomorrow."

I nodded, "right...night uncle Ben."

"Good night Peter," he replied as I walked upstairs into my bed and locked the door behind me. I sat down on my bed and sighed, talking out my busted web shooter. I had one working and the other one is a complete mess.

I worked on it for a while before giving up, it was broken, I needed to make a new one. Actually, if I was serious about the whole hero business I need to upgrade these things. I needed them to be more durable and hold more webbing. Maybe even try and make different types of webbing. That would have been so useful against Abomination.

Suddenly there was a knock on my window, I swiped by desk clear pushing the web shooters on the floor before I looked up to find MJ waving at me.

I blinked in confusion as I opened the door, "Peepers? How did you-"

"-Climb up you tree," she pointed to a large tree next to my window, "can I come in?"

"Yeah, sure," I stepped aside letting her in, shutting the window behind her, "so what's up?"

"Nothing. Did your aunt and uncle yell at you a lot?"

I sighed, "yeah, but I deserve it. You?"

"No, aunt Anna understood it wasn't anyone's fault. If anything she thinks I should have gone with you. Honestly though, she wouldn't stop talking about how amazing you are," she said rolling her eyes.

"Hm, not amazing, maybe spectacular," I snickered.

"Don't go growing an ego on me Parker," MJ hissed, "but yeah, you're pretty cool tonight. Especially the way you saved that man's life. That pole must have weighed a ton!"

I shrugged, "maybe. But I didn't really notice, too busy trying to save him."

"Hm, you're really skinny for a strong guy," MJ noted, "you barely have a muscle on you," he noted my skinny frame.

I gulped, "well you know how it is. Adrenaline and all that," she was being suspicious, not good, not good at all!

"Maybe," she said trailing off, "anyway I too make sure you were alright."

"Thanks, I'm fine. If anything I'm a little tired."

"Really? Because I can't sleep," MJ grumbled, "too nervous."

"Why? The Hulk ran anyway and I'm pretty sure the army has the other dude locked in ice."

"No, not that," she grumbled, "school. I'm starting my first day tomorrow!"

I chuckled, "oh, that. Relax MJ, there's no reason to panic. It's just classes, you'll do fine."

"Yeah but I mean...what if they don't like me?"

I shrugged, "who cares? Beside I doubt they won't like you're hot and smart. The guys will be falling head over heels for you and the girls will want to be your bestie."

She smiled "you think so?"

I nodded, "I know so. So relax, high school it's the end of the world." MJ smiled, we talked into the night, just me and her. When she left I was glad to have made such a nice friend, Peter needed more of them. Maybe one day she could be more, but for now, a friend was enough.

The next day:

I was in the Daily Bugle the very next day. Well, not me, but they did have the Hulk's fight in the front covers and a grainy picture of me off in the side. It looks like they had no clue who I was, people just calling me 'Webs'.

The article itself was fair and balanced, which was surprising considering it was the Bugle we were talking about. But to be fair I did save the lives of soldiers, even they couldn't label me a criminal for doing that.

The report actually called me a hero once, saying how impressive it was for someone like me to stand up to a monster. From various statements from the scene it seems the people there mention the fight was like seeing David and Goliath.

I smiled, maybe this time Spider-Man won't end up being labeled a bad guy. With that done and a health breakfast, it was time to go to school.

MJ and I took the bus to school, we talked about what subjects she was talking and the people she would meet, needless to say she was nervous. We arrived with ten minutes to spare, students were crawling all around the campus, talking to each, gossiping or just halving fun.

I lead her into the crowded hallways, "welcome to Midtown high," I announced gesturing to the large crowded halls where people yelled, cheered, fought and generally just did teenage things.

"I think I'll fight right in," MJ said with a smile.

"That you will Peepers."

"Please stop calling me that."

"No."

"I didn't even mean to pep."

"No."

"I hate you."

I smirked, "no." I lead her down the hall introducing her to the various cliques and factions one could find in the school. There were the jocks, the cheerleaders, the techies, the nerds, the dancers, the theatre maniacs, the weirdos, the normals and of course me. The kid too smart to be a normal geek and too desperate for acceptance to be a hipster.

We had first period together, so after a visit to the councilors office I guided her to our first class. The moment we entered the room Flash Thompson seemed to notice me.

"Hey everybody check it out! Punk Parker's back!"

"Ha! What's the matter Parker? Did you finally recover from the itsy spider bite?" mocked Kong, Flash's right hand man and a heavy fellow.

I rolled my eyes, "wonderful, bullies. Like this place wasn't stereotypical enough."

Flash grew enraged, "what the hell'd you say-" he stopped as he noticed MJ standing next to me, he gulped and wished, "woah."

MJ turned to me, "are they always like this?"

I shrugged, "not, just with me. Though I think it's because Flash has a crush on me and is too scared to admit he's gay."

That snapped him out of it, "what?! Listen here Parker I ain't gay!"

"And what's wrong with" being gay?" Asked Zack, an openly gay kid in our class.

"N-nothing! It's just I ain't gay is all!"

I shrugged, "whatever," I put down my bag and stretched my neck, really hate that thing.

"So ah, you new here?" Flash asked MJ in the most subtle way possible, note the sarcasm.

"Yeah, I'm Mary Jane, nice to meet you," she smiled.

"Hey Mary Jane, I'm Flash, this Kong, if you need anything babe, anything, just ask us," he ended wiggling his eyebrows.

I gagged "truly Flash you mastered the art of seduction."

"What's it to you Parker?" Flash growled.

I shrugged, "nothing, please, continue, I believe you were flirting with the new girl."

"Shut it Parker!" Flash yelled, his face red in embarrassment.

"Stop it Tiger, you're embarrassing him," MJ teased.

"Fine," I rolled my eyes.

"So where are you from?" Liz Allen, blonde, blue eyes and head cheerleader asked.

"I'm from upstate, but I recently moved in with my aunt," MJ explained.

"So what are you into?" asked Crystal, another cheerleader asked.

"Well, I like fashion, singing, theater, that sort of thing."

"Oh! Did you see the new Channel line? It's so good!"

MJ nodded, "yeah, but I don't like their perfumes, too strong for my taste."

"I know right!" Liz's eyes twinkled, looks like she just found a new BFF. I watched as MJ mingled in perfectly with the popular crowd. Flash, Liz, Kong, a couple of side characters I didn't really care about but apparently were considered Gods of popularity according to Peter's memories.

"So wait how do know Parker?" Liz asked looking at me in disdain.

"What? Oh, he's my neighbor," MJ explained.

"Oh, okay. Hey sit with us MJ, we'll show you around after class."

"Thanks but Peter already promised me-"

"Parker? Please, that wimp wouldn't know where the toilet is!" Flash snorted.

"No Flash I do, after all you tried to give me swirlies in there plenty of times," I snapped back.

MJ's eyes went wide, "he what?"

He turned to me and glared, whisper in a quiet voice, "don't blow this for me Parker or I'll make sure next time I won't flush before I dunk you."

I raised a single eyebrow, "did you just threaten me?"

"And what if I did?" he growled.

I looked down at him and snorted, "I would like to see you try."

Flash growled, "today, after school, in the park."

I remember this, in Ultimate Spider-Man Universe Flash challenged Peter to a fight, Peter kicked his ass, broke his arm and in return Flash's parents sued aunt May and uncle Ben for all their money. It made things difficult for them, and I don't plan on repeating that mistake.

"Sorry big guy, but I have no intention of having a dick measuring contest with you. I don't need too."

"Why you little-"

"Settle down class!" the teacher walked in stopping Flash in his tracks, "that means you Mr. Thompson."

Flash growled at me, "next time."

I snorted, yeah, no.

"Come on MJ, sit with us!" Liz dragged MJ to the back, away from me. MJ looked like she wanted to protest but couldn't say a thing as Liz dragged her away, leaving me once more alone.

I sighed, sat down in my seat and listened with half a mind to whatever the teacher said. It was English class, not my favorite.

At the end of the class I got up to try and talk to MJ, but before I could even try she was swept away by Liz and the others into their next class. Witches actually fine, I had AP chemistry and MJ had basic math with the rest of them.

As I walked to my next class I realized I was alone, Peter didn't have anyone. Even the one friend I some how managed to get was swept away in a matter of moments. Maybe it was best just to accept I was going to be alone.

During chemistry I had problem following whatever they said. It was honestly a little boring after a while, didn't even bother taking notes.

But near the very end the teacher mentioned how graphite chains were strong and changing the structure determine their tensile strength. I got an idea on how to improve the webbing formula.

The rest of the day turned out to be the same as the first couple of classes. I was ignored or shunned by everyone there and the teachers didn't bother me even if I was clearly day dreaming, since they knew I knew everything.

Honestly by lunch I was wondering why Peter even bothered with school. He was smart enough to start college any time he wanted, so why in God's blue Earth did he?

And when I sat down alone in the table furthest away in the lunch hall and right next to the trash cans I knew. Peter didn't want to leave because he was lonely, so damn lonely and stupid that he thought college would be no different from high school and that people would shun him wherever he went. So it was better to stick with the devil he knew rather than the one he didn't.

I suppose I understood after high school is supposed to be an important formative year for a child's social skills, Peter was hoping his would kick in, but sadly no luck.

As I bite into Aunt May's homemade tuna sandwich I realised MJ and her new friends had just entered the lunch hall. They all laughed and chatted like there's no tomorrow. MJ didn't even look at me.

I didn't understand it, was she really that shallow? Did she really not care a bit about me? Was the week we spent making googly eyes at each other all just a time pass for her? What the hell man, did I just get played?

Just then I noticed another kid walk up to them. He wore expensive clothes and a stylized haircut, one look and I knew who he was, I didn't even need Peter's memories.

"Harry!" Liz smiled, "come sit here! Meet the new girl!"

Harry grinned, "gladly, hey, I'm Harry Osborn," he winked as he sat next to Mary Jane, very closely.

MJ blushed at the forwardness, "h-hey. I'm MJ."

Liz grinned, "careful Osborn, I think she's in love!"

"Liz!" MJ shrieked, her face as red as her hair.

Harry laughed, "I don't mind, I've never had someone so cute falling for me before, so it's a real boost to my ego."

I couldn't stand the sight of them, all the positive feelings I had with MJ turned bitter quick, guess I was stupid that way, but it just wasn't fair. I stuffed the rest of the sandwich into my mouth and left, not looking back even if my ears picked up her melodious laughter.

I walked down the corridor, pissed, alone, I hate being alone. And idiots, I'm surrounded by idiots. I wasn't a genius or something in my past like, nothing like that, but fuck even then I had trouble with people. And now? With Peter's IQ? Fuck finding a friend who I can treat as an equal, I would need to hang out with Tony Stark for that to happen!

No wonder Peter had been holding back so much, if he didn't he would have gone made being surrounded by these shallow people eons ago!

I walked to the Chemistry lab and found it open and empty, like I knew it would be. Peter used to retreat her to escape Flash, and now it would seem it would become my haven as well.

I began to work on a couple of chemicals, trying to work in the new graphite chain into the webbing formula like I theorized. I spent all of break there and soon classes began again.

The school day ended with history last period, which MJ and I shared. She laughed and joked with her new friends, and when school got over she walked up to me like nothing ever happened.

"Hey Peter!" MJ cheered as we walked towards the school bus.

I felt anger pour through my veins, but I kept it in check, she's just a little girl, she didn't understand what she did was wrong, it was pointless getting angry at her.

So I put on a cheerful fake smile, "hey MJ."

"I swear this was like the best first day ever!" MJ cheered, "I didn't think I would meet so many people who liked me! Liz was amazing Pete! You should see the way we just got along!"

I shrugged, "I'm glad you made friends, told you there nothing to worry about."

"Yeah, you're right. Anyway I talked to her about the theater program you guys have and wow was I impressed! Did you know they put on three plays year?! I should totally try and score a part in the one on December, what do you think? Do you think I should?"

I nodded, "try it out, you might not get something important, but everyone does have to start somewhere right?"

And like that I had to sit and listen to her brag about how great her life was. Was I being petty and silly? Maybe, but fuck it man where was the loyalty? I didn't like the fact she didn't even realize she did something wrong, it's like she couldn't understand!

We were dropped off at the same stop and walked home. We reached out neighboring houses and I turned to go to mine.

"Hey Pete, do you want to come over?" MJ asked, "aunt Anna probably made some cookies if you want."

"No, I'm fine," I waved her offer off, "I'm honestly just tired, guess the stress of yesterday is finally getting to me. I'm going to bed, see you tomorrow MJ!"

MJ blinked, "what? Are you okay Peter? You sound kind of dull."

"I told you just tired," I shrugged, "don't worry about it, I'll be fine tomorrow."

"Well...if you're sure, bye," she replied weakly. I waved her goodbye and walked into my house slamming the door behind me.

"Peter? How was school?" aunt May asked from the kitchen.

"Fine, just fine. I'm going to my lab aunt May, call me if you need something," I yelled out as I walked down to the basement throwing my bag at my work station.

I took out my notes for the new formula and began work on the new web serum. It took me all day but I finally managed synthesis a proper batch. I then began to experiment.

This formula reacted to pressure. The more pressure it feels the harder it became. So I began test it out. I found I could create weak webbing that was basically like glue, strong one that was hard as concrete and somewhere down the middle which had a balance of elasticity and tensile strength.

I didn't know what got into me, but the time just seemed to slip away. Aunt May came down to ask me what I wanted for dinner and, after I made sure to hide all my webbing formula, I told her I wasn't hungry.

Maybe it was the fact that I didn't like being forgotten, maybe as just my anger at be ignored, but whatever it was it gave focus. I knew what I had to do and knew how to do it.

It was 2 in the morning when I completed all tests on the new formula including drawing up plans to make the mark two web shooters. These ones would be more powerful than the last, but they would take time to make.

I tried to go to bed, but I wasn't sleepy, no, I was restless. I looked outside the window and saw the quiet sub-urban area I lived in, but just near the horizon New York shined at me, calling me forth for adventure.

I couldn't go all the way into the city, but I sure as hell can't stay here. I put on a set of dark clothes and opened the window, jumping out and did a perfect landing, thanks spider powers!

I began jog, slowly at first, just to keep my heart rate up, but soon I got curious, just what co this body really do?

So with a grin I kicked off with full speed. The houses went by quickly, I found I was fasting I had ever been, maybe 20 miles an hours? Maybe more? It was honestly impressive, considering I never ran professionally before in my life! Or Peter's life for that matter.

I ended up running all the way out of the suburbs and into town. I ran past deli's still open and a few super markets. People didn't bother looking at me, guess they were used to seeing people jog at all hours of the day.

But soon I found myself at the abandoned train yard a few blocks away from home. Peter used to come here for when his experiments had a more...explosive intention. He always found climbing the 30 feet tall fence the hard part, but now I could clear it with a single leap.

The place had one giant hangar rusted over and overgrown with weeds. People didn't come here often, even kids who were looking for a place to crash avoided it thanks to the fence and lack of comfort.

I however came here for another reason.

I went up to the hangar and grabbed the doors. I pulled with all my might and they groaned as slowly the doors were pushed to the side.

Inside I found several types of machineries. There was a stack of railway lines off in the side, some were ten feet long, others thirty feet and beyond. There was even an abandoned train car in one corner as well some chains hanging from the ceiling and what looked like a generator off in the side.

This place honestly made me feel like it could be my secret hide out, my home away from home. It just needed….well it needed a lot of work.

But first, maybe it was time to see what I could really do? I walked up to one of those ten feet railway lines and grabbed hold of it's sides. I gripped it as hard as I could and in one swift motion tried to lift it up.

To my immense surprise, I found myself holding up the beam of metal over my head, a victorious grin on my face.

I threw to the ground and panted, this was amazing, it must have weight what? 500 pounds? Maybe more? I could military lift that over my head straight off the bat! One could only imagine what can do with some actually training.

I couldn't be a muscle builder though, Spider-man was always more of a gymnast than a brawler, like Nightwing, he was….exactly like….woah.

Just then I had an epiphany. Who were the two most popular comic book characters in Marvel and DC?

Spider-Man and Batman. They didn't have comic power or some kind of deus-ex machina to give them what they need. Well, Batman did have his utility belt, but that's besides the point.

Spider-Man and Batman were very much alike. They both suffered great loss which gave onto them a duty, for Bruce it was vengeance, for Peter it was responsibility for the powers he now possessed.

They were also focused on small time crime, while other heroes faced aliens and other shit, Batman and Spider-Man always seemed to stick to their cities. Sure they would often venture out, but always came back.

There were a lot of things different about them, true, their attitude, the fact that Peter was piss poor and Bruce was rich as balls.

But there were a lot similar as well. They both mainly fought with their fists and minds. They were both highly valued despite being a slightly advanced human, Spider-Man did have his powers, but they paled when compared to those like Thor.

Heck even some of their villains were the same! Joker and the Green Goblin. Black Cat and Catwoman. Sandman, Clay Face. The list went on. But I was starting to see a pattern here.

Peter and Bruce were reflections of each other. One had powers to help him out while the other had his training and his mind. If I wanted to be Spider-Man I couldn't just repeat what Peter did, no, I had to be better, I had to be superior to him!

….God that makes me sound so much like Otto.

But getting back to the point, if I was to improve Batman, I would give him spider powers to make him even more combat savvy than he already was. I would also give him Peter's amazing engineering mind to help think of solutions he wouldn't even begin to question where possible.

But if I was to improve upon Spider-Man? That would be a taller order.

I would need to learn to fight like Batman, master so many types of combat people would lose count. Be smart about fighting crime, not just swinging into battle all crazy, hoping for trouble. I would need to know everything I possibly can to fight crime, learn things I previously thought pointless.

I couldn't have the gadgets, to expensive. But I could build my own, make them from scratch. It would be difficult, maybe even pointless, but….but if I could, it would be so cool!

I felt a great big smile coming on my face, I imagined myself as a mixture of Spider-Man and Batman, a hero unlike any other. A hero who could surpass the call of justice and fight the good fight, protect people.

But….but it was just too much.

I leaned against the hanger wall and looked around. Why should I go through all this trouble? For people who I don't even know?

Why...no, I can't think like that. I remember what the battle between the Hulk and Abomination did. I need to be a hero, I have to be. I always wanted to help people and now that I can why should I be a mediocre hero? Why just be a wall-crawler when I can be so much more?

I stood up with a confidence I didn't know I had. I had a goal, to be the greatest hero of both worlds, not because of some fucking death in the family bullshit, but because if I didn't, I knew what would happen. I knew that people would die. They need me, and I need to be my best.

I got back home and turned on my computer. I began to search online for the skills I would need. Kind of stupid I know, but I needed to start somewhere.

I made a list, things that I would need to learn to do to become the best. To become the Spider-Bat!...yeah, no, maybe I should just stick with Spider-Man.

I found a dojo that taught mixed styles of martial arts. Karate, Judo and Taekwondo, each for a period of two hours, from 3 to 9 in the night. Usually people would register for one class, but I wasn't ordinary people.

I wouldn't be able to start going out and saving people immediately, I didn't have a suit ready or my web shooters. I didn't even have a plan of attack. So I needed to be patient, to bide my time and learn, grow. Spider-Man wouldn't be born anytime soon sadly, no, this will require patients.

I would also need to learn everything could, mechanics, chemistry and physics would be my core subject to focus on. Maybe...maybe I should also focus on other things as well, like languages?

With mind made up I began feel sleepy. With a smile I went to bed, strangely enough that night I had a dream of bats and spiders, needless to say I woke up screaming for my mommy.

The next day at school I tackled classes a bit differently. I had gone to the library before class and took out a guide to learning French. While the teacher taught us history, I snuck in bits of French.

It was difficult at first, but after I began to actually think upon what I learnt...well, things got a lot easier. Thank you God for giving me the mind of a genius.

With Peter's advanced neural network I was able to learn a few phrases in French in a day. I won't be impressing any French super model passing by, but it was a start.

I also began to pay more attention in class, I even bombarded the teachers with questions asking detailed questions. They smiled in appreciation at first, but I think they came to loath me by the end of the class.

I ended up filling up several pages with notes, good, no reason to remember all this in my head now and waste storage space.

I didn't go home with MJ on the bus instead I took the train to Manhattan to visit that dojo I found last night. I told Aunt May and Uncle Ben what I was going to go before I left for school that day. Needless to say they were surprised.

"Peter, why do you want to take such classes?" May asked worried.

"I want to be able to protect myself Aunt May," I replied, "if I get into a tough situation I want to able to handle it."

"But Peter-"

"-May let the boy do what wants," Ben spoke out with a reassuring smile, "he wants to protect himself, and that's fine. Besides, it's a good thing that he's finally got himself a hobby."

'Not really a hobby, more like an agenda,' I told myself but nodded externally, "yeah. Besides, life's getting kind of dull, I need something interesting to do."

"Surely you and MJ can figure out something," May suggested.

"No, MJ's...she's busy with other stuff," I shrugged, "no biggie. But I do want to do this Aunt May, please."

The woman meet my gaze for the longest time before sighed relented. She warned me not push myself, I kind of lied and told her I wouldn't. I also told her classes were from 5 to 9, and it consisted of only one class not three separate one. No need to worry hen more.

I arrived at the dojo in Chinatown, people were already going in, I saw so many kids being dropped off by parents, it was honestly worrisome. Would this place even teach me anything? Or was this just a giant dump for money?

I sighed, I was about leave in frustration when I noticed a sign down the road hidden behind a neon sign for a Chinese restaurant. I paused blinking at it, it sounded so familiar.

'Chikara Dojo'

And I realized why. Colleen Wing, she owned that dojo. She was Iron Fist love interest and she...she was currently a member of the Hand that brainwashed kids into becoming killing machines.

And like that I was at an impasse. One, I could try my luck in another dojo and pray it wasn't a money dump as well. Or two, go to the Chikara dojo, learn what I could from Colleen, and make sure the Hand doesn't become aware of me mooching off their techniques.

It was a dangerous gamble for sure, the Hand were a league of assassin in this universe, ninjas that had no equal. It was crazy to think I could learn from them, but at the same time...Bruce Wayne in one universe learnt from Ra's-al Ghul himself.

Fuck it, I want to be a ninja. But if they even think I'm joining their little clan then they have another thing coming.

I walked into the building and found a staircase leading to the first floor with a sign for the dojo. The place looked exactly like it did in the Netflix series, yellow hallways and all. I found the dojo easily and stopped, peeping in to see students already in a uniform standing before Colleen, who I have to admit, looks so fucking amazing!

She looked up and noticed me, nodding to enter and with a gulp I did. I took off my shoes and walked into the dojo.

The students turned to look at me, I meet their gaze, I turned to Colleen, "I wish to learn. Please."

The female ninja smiled, "you came to the right place. Though ah, you don't really have to sound like you're in a kung-fu movie you know."

I chuckled rubbing my hair, "sorry, nervous."

"It's fine, my name is Colleen Wing, and you are?"

"Peter, Peter Parker," I put down my bag and took off my shirt revealing the exercise clothes I had on underneath, "can I start now?"

Colleen looked impressed, "no, not today. For today I want you to stand to the side and watch. Think you can do that Peter?"

I nodded, "sure," I sat down to the side, watched them closely.

"Right, now then let's begin," Colleen turned to her students. They went into basic movements of the blade, it seems she taught them kendo for now.

Maybe more advanced classes learnt ninjutsus and stuff like that? Maybe only the really advanced recruits were even considered for such a training? I needed to learn that as well, I need them to want me, and maybe I can leave them blinking how it all went so wrong.

But for now I sat down and watched. I used Peter's amazing mind to break down the swings and the foot positions, understanding how it moves and why. I learnt the various strikes by watching them move, and I even noticed their mistakes.

By the end of the first session everyone there was sweating, kendo was hard, it wasn't just swinging a sword. It also involved a lot of hand to hand movement that required stamina, though I don't think I'll suffer for it.

"Alright class good work for today, I'll see you all around tomorrow, same time. Joey! Don't be late!"

"I'll try sensei Wing!"

She smiled as the rest of her students left leaving her and I alone. She sat down before me and smiled, "so what do you think? Think you can keep up?"

"If I do will you advance me ahead of the class?" I asked her. She looked surprised, confused even, so I explained, "they're way to new at this to be you're best class, I'm assuming there are different levels, probably at different times. I was wondering if I learnt them well enough you wouldn't hold me back."

Colleen looked surprised, "I would never hold back a promising student. If I believe you are worthy then yes, I would advance you. But don't get you're hopes up just yet Peter, it isn't as easy as looks."

I smirked, "I think I got it."

Colleen chuckled, "really?"

"Yup," I got up and walked over to the sword stands, picking up a wooden bonto, "can to try me?"

Colleen looked unsure before shrugged, "why not. Show me what you got."

I nodded as I proceed to show her the three katas she had taught the students today. One that was a basic attack and block combo, the next one added leg movement and turning the body and the last one added more complex swings that were difficult for some to do, but thanks to my agility I managed my own.

Colleen started, "w-what?! How did you do that? Have you been trained before?"

I shook my head, "no, I just saw how they moves and copied it. Well, I also noticed a few mistakes, so I corrected that a well."

Colleen's eyes went wide before she smiled, "I would be honored to teach you Peter."

I bowed, "thanks you Wing sensei, I won't disappoint. Will your next class be coming soon?"

Colleen nodded, "yes I have three more classes after this. Why? Do you wish to stay?"

"Yes."

"Alright, but you mustn't practice the techniques I show them today, understood? They are extremely dangerous and only a master can perform them without issues. So no getting greedy, understood Peter?"

I smiled, "wouldn't dream of it."

I spent the next three hours watching students come and go. Colleen had pretty good system to be honest, kendo taught to the beginners first then more advanced techniques and combat for the second batch.

The third was taught several hand to hand combats and the fourth group, which had only seven people for Colleen to teach, was trained into the ground to be fighters. I knew this wasn't the full Hand ninja training program, the fourth class kids were still too full of opening for one to exploit.

No, these guys would be taken to the facility where they would further trained and brainwashed, I remember the Iron Fist mentioning the compound was in New York, but I don't remember where. Damn me and my stupid brain!.

I payed Colleen for the month and reached home earlier than I thought that night. May was pleased I found a dojo with much more sensible timings, though she didn't realise how I basically just made a deal with an army of fucking assassins. If she did I don't think she would be standing.

The next day I got up bright and early and went for a jog. The very mention of physical exercise seemed to have brought my aunt, she looked at me like I was a foreigner to her before smiling, "MJ is a wonderful influence on you Peter."

And I got pissed, "I'm not doing this for her or anyone else aunt May," I hissed with hostility she wasn't expecting, "I'm doing this for me."

I had two hours to work in some kind of exercise before school started. I ran for half the time and spent the rest in the hangar where I swung from chain to chain. It helped me with my balance and control, giving me some experience swinging large distances.

Unfortunately it seems I spent way too much time there. I had to run back to my home at full speed and got ready. I must have taken a bath and changed in record time. I came downstairs and saw breakfast ready for me.

"Morning Peter," Ben greeted as he looked through that morning's paper.

"Morning uncle Ben," I wished him before stuffing my face with breakfast.

Ben blinked, "slow down Peter! You're going to-"

I coughed.

He sighed, "chock. Here, have water, don't rush."

I drank it, "can't late. Need to catch bus."

"Well then I'll drop you," Ben told him, "now finish your food."

I nodded as I quickly did just that. I walked out of the house in a few seconds with uncle Ben following slowly.

As I stood outside though I noticed MJ waiting outside her own house. I smiled, 'did she wait for me?' But before I could say anything though I found a convertible driving down the road stopping before MJ's house.

My eye widened as I saw Harry in the driver's seat honking, "MJ! Come on!" he yelled.

"Coming!" MJ called out as she got out and ran to Harry slipping into the front seat. She smiled at Harry who took off like a bullet.

I couldn't help it, I growled. I fucking growled.

"Peter," Ben sighed, "she's not abandoning you."

"Really? Because it sure feels like it," I spat back, getting into the car, "come on uncle Ben, I'll be late."

He sighed as he got the car and ignited it, "Peter, she's just happy she has friends. Can't you understand that?"

"No uncle Ben I do understand that. I also understand that the moment she did, I was completely ignored and forgotten."

Ben took the car out of parking and drove out to the street, driving slowly to the school, "Peter, just because she doesn't talk as much doesn't me she see's you as less of a friend."

"Maybe she doesn't, but I do," I sighed, "honestly I don't understand why I'm complaining, I don't even have friends. But damn it uncle Ben it hurts being ignored."

Ben smiled, "I know son, I know. But it will get better, I promise you." I didn't reply, I just looked out at the passing scenery and wondered, 'should I even bother being her friend anymore?'

That day I got to school and didn't bother with talking to people in general. I wasn't looking forward to any of the classes, I barely survived them. I did take notes and the like, studied french the best I could, I didn't break from schedule.

After school I went to the Chikara dojo where Colleen allowed me to participate with the rest of the beginners, though it became obvious I was far more skilled and graceful than them. Spider powers for the win!

I arrived at Queens via train and as I walked out of the train station I heard some scream.

My eye went wide, 'a mugging'! I realized as I shot out the door like a bullet and looked around. I saw someone being pushed into an alley by three guys across the street. Wasting no time I put on my hoodie and charged.

"You're jewels and money rich guy, or I'll fucking stab! You where you stand!"

"Okay please don't hurt us!" a man said standing protectively before his girlfriend as three thugs stood around them with knives.

"Hey ass face!" I yelled out.

The one closest to the street looked away, "what-" and connected his face to my boot, breaking his nose and sending him flying backward.

"Get him!" the other thug yelled out as the last one tried to take me on. He thrust his blade forward, trying to rip my stomach open, but I managed to dodge them all, my spidey senses helping me to predict what was going to happen.

Suddenly he roared and charged forward, trying to grab me, but I jumped over his head, landed on the other side and sent a kick into his back than landed him on the ground.

Before anyone could react I charged the last thug still standing and grabbed his knife, I got it to stick to my hands, pulling it out of his grip before throwing it away.

"What the fuc-" my punch connected to his face so hard I felt his nose crack under the impact. He went flying back.

I turned to the last thing getting up, kicked him in the stomach, hard. The air in his lungs got knocked out, he rolled around holding his solar plexus in pain.

"T-thank you," the man replied.

I didn't turn around, my face being obscured by hoodie. I looked at them both before running away as quickly as I can. I may not be a superhero, but a single skinny kid beating up and thrashing three thugs? Yeah right, like I can explain that!

I got him that night with a smile.

"Oh, had a good day at the gym?" May asked.

"It's a dojo aunt May, and yeah, I did," I smiled remembering the mugging I stopped, the people I saved. I was right, if I actually knew how to fight I could be so much cooler!

"Well that's good. Wash up Peter, we're having your favorite tonight! Pizza!"

Oh this day just gets getting better and better! 

Chapter Text

It was over a week of my new training schedule when something happened that was even remotely interesting.

It was Sunday morning when I woke up to uncle Ben watching the news, which was reporting on how there was an accident in the Baxter building, resulting in a small explosion.

To uncle Ben that may not seem like much, but to me? It was fucking world shattering.

For a while now I assumed this was the Marvel cinematic world, meaning only the movies would be included. But now? The Baxter building was home to a special group of people, Marvel's first family!

The Fantastic Four!

Holy shit! They're real!

I moment I realized this I booted up my computer and searched for them. Reed Richards was young in this universe, just 25. Sue was even younger at 22, Johnny was a teenager at 16, Ben Grimm was 25 and Victor Von Doom was 30.

It sounded like they were the Ultimate version of the Fantastic Four, but it didn't feel like so. Reed was smart and very collected and Doom was in fact ruler of his own nation at this moment. They were college batch mates, and by the looks of things on Doom's scientific accomplishments, he didn't value Reed at all, often mocking the man in his papers.

I honestly didn't know what I should do at this point, I mean, they were the FF, was I supposed to help them? No, no they can handle themselves. Maybe after I get a suit made I can introduce myself, but until they I'll stay put.

So with that done I found myself enjoying a relaxing Sunday. I had no training, no homework of note and best of all, aunt May and uncle Ben were going out in the afternoon to visit friends and would only come back late at night!

I needed to take advantage of this, and I will. But first things first, a costume. I felt silly trying to be Spider-man without a costume, so I started to browse through Ebay to find one.

I honey wasn't surprised to be completely horrified at the choices I had. They were all so disgusting! Fucking hate these things! Can't I just get armour? Oh wait...I'm poor. Forgot about that.

But that didn't mean I had to be fucking stuck with shitty looking spandex. I bought two, one red and one black. I wasn't a big fan of the whole red and blue classic costume, and if you didn't figure it out, I'm going for the whole, 'Superior Spider-Man' thing. So black and red it was!.

The costume would arrive in few days, good thing too, gave me time to learn how to stitch. It took me most of the morning watching videos upon videos on how to stich on YouTube, but I did it. It was a very brain numbing job, didn't really involve heavy thinking, so it was an easy concept to grasp.

When May and Ben left for the day I went to my room and changed into a nicer set of clothes and went out. I didn't want to be stuck in one house all day, plus I was near New York! The greatest city on Earth! I had to explore!

I took the train into the city and sighed as I enjoyed the sights. I know I may be giddy like a tourist, but I didn't care! This place was so amazing! I walked down to Harlem, curious to see what it was like now.

Needless to say was a wreck, people were still cleaning things up, apparently the military did what they could, but the party de was still huge. Debris was still being cleaned away, people were volunteering, a new organization called, 'Rebuild Harlem' was on the scene.

My curiosity now satisfied I left the place, knowing it was in good hands. But as I passed through the Apollo theater I looked around and noticed the road was still cracked. This was where they first clashed, and when I looked down the road I could see the crater whether Bruce landed and transformed into the Hulk.

I grew curious and walked over there, people were told to keep back, but obviously no one listened. People were taking pictures and such, but now all the attention the hole drew was gone. I found myself staring at it in silence.

I was about to leave, when I saw some something under a rock. I walked into the hole and carefully lifted the heavy stone, and there it was, a brownish stain. Blood. Hulk's blood.

I immediately knew this was dangerous. Not only was it extremely volatile but it did some funky ass shit. I remember people were mutated when exposed to it, some guy grew super smart when it seeped into his head...so what would it do to me?

I was curious, I wasn't going to inject myself with it, but….I wanted to know what it was.

I took the rock up and put it in my pants, it was around the size of my hand, not too big. I left Harlem quickly and stuck around the city for another hour for lunch. Soon I was back home in my basement lab holding the blood soaked stone.

I scraped off a little bit of the dried blood into a test tube and be the process of making it useful. It took some time but soon I had a vile of Hulk's diluted blood ready to go. I put the stone under my desk, away from sight. I would need to find a better place to hide it and soon.

But back to the blood. I analyzed it under a microscope, not much I could see, but I did find the blood cells were still active. Usually dried blood would mean dead cells, hence why they lose the colour, but now….the Hulk's cells have some amazing properties.

I studied the blood a bit longer, noting a few more properties it had, like how any form of food I introduced, like glucose or carbohydrate, was consumed within seconds. It was almost like the damn thing was alive.

After my little experiments with Hulk's blood I went out once more, this time to the hangar in the abandoned train yard. I jumped over the fence and walked towards the hangar. But when I got there I noticed the doors had already been opened.

I groaned, whenever I left this place I made sure to close the doors, who else was here? I pushed the hangar doors wide open and walked inside. "Hello? Is anyone here?" I asked.

"What the heck?" a voice came from inside the hangar. Stepping out from behind the stack of iron beams was Flash and Liz, followed by Harry and MJ, all looking surprised to see Peter there.

"Parker?!" Flash growled, "what the hell are you doing here?"

I raised an eyebrow, "painting the ceiling, and you guys?"

"Hey Pete!" Harry called out with a smile, acting like we were old buddies, which sadly we were, but not anymore. Guess he brought them here, I remember him and Peter finding this place together back in the day, "I was just showing these guys this amazing place! I didn't know you still come here!"

I shuddered, "from time to time," I looked to the side and saw MJ blushing red, I narrowed my eyes. I looked at Liz and spotted her looking frustrated at me. I could see her hair was a mess and Flash looked pissed as well.

Suddenly realisation dawned on me, "ah, so you guys came here to make out, I see."

Liz's face turned red, "what?! No! Get your head out of the gutter Parker!"

I shrugged, "says the girl who looks like she just got thrown into a washing machine," I then made eye contact with MJ and she blushed even harder, "well, I suppose congratulations are in order, I'll leave you guys alone. Lock up when you're done."

I turned to leave when suddenly MJ spoke up, "ah wait Peter," she looked nervously at Harry, "I think I better go as well. My aunt would be getting worried."

Harry looked hurt, "what? Are you serious? But we just got here."

"Yeah I'm sorry, I'll see you in school Harry, bye Liz, bye Flash," and with that she practically ran out of the hangar.

I groaned as I followed her outside. We walked to the fence where I helped her climb over it. When were walking away I finally asked, "so...you and Harry huh?"

MJ's eyes widened, "what? No!"

I rolled my eyes, "you don't need to lie Mary Jane, I don't personally care who you are with, it's your business, not mine."

MJ looked away as we walked back to our home. I honestly didn't want to go, but MJ looked kind of shaken up, I couldn't help wonder if something happened between her and Harry.

"He...he thought I wanted to make out," MJ spoke up finally.

I raised an eyebrow, "oh? And why did he think that?"

MJ shook her head, "I don't know."

"Mary Jane...did he try and force something?" I asked.

"What no! He didn't do anything! It's just," she looked ashamed, "I guess I must have seem interested. I...it's my fault really, I'll apologize to him tomorrow."

I looked at her, so beaten and hurt. Nothing like the amazing girl I meet the first week I was Peter Parker, none of the life or joy. I was honestly horrible to watch.

"Don't apologize," I spoke up gaining her attention. She looked up curiously and I explained, "he hurt you, tried to push the boundaries, don't apologize to him. Make him say he's sorry. Harry is...he was a friend, or something like that. Now he's just a jerk, he likes getting his way, don't let him push you around."

MJ looked surprised but nodded silently all the same. We walked back to her house, she looked deep in thought. When it was time to go our own ways she finally spoke, "Peter...thanks, for coming when you did, I...I know I haven't really been the best friend but-"

"-Enough," I snapped, getting pissed at the pathetic apology she felt she had to give, "it's fine, just get home safe. Remember, don't let him walk over you."

"Peter I'm trying apologize. I know I haven't really been spending much time with you in school and I feel bad. I'm sorry."

I shrugged, "it's fine, I don't mind," I walked away.

MJ blinked, "Peter?"

"Night Mary Jane," I wished her well before going inside my room and slamming the door behind me. I wonder if I was being hostile, heck I didn't even call her MJ. But it hurt, it fucking hurt and...fucking teenage hormones.

The two weeks went by quickly for me, too quickly. I had training, the few times I snuck into the train yard for an impromptu workout, learning as much as I could and then making the Spider-man costume.

Colleen really began to push me the second week onwards. She realized I could probably become one of her most gifted students. She had me moved to the second hour classes and always pushed me to learn more and fight harder. I never used my full strength, but I was beginning to see why the Hand trusted her to teach possible future recruits.

School was dull, whenever I had a lesson I found pointless or if it was something I already knew I took out a book to learn something else. I was passable in French now, I could probably hold up a conversation, so now I decided to pick up Spanish.

I did read up on a lot of Reed's theories though, they were simply fascinating. They spoke of different dimensions and the ways to access them. I already knew this, you know considering I came from another world, but it was still amazing to see such scientific evidence for it.

I knew I was never going to be as smart as Reed Richards, I can't build a teleporter in my garage with a few spare parts lying around. No, but what I can do is be a practical and sane mind. Scientific inventions wasn't the only form of genius.

My personal training session in the training yard become more of a challenge than anything else. I wanted to push my body to the limits, see how far I could jump, how much I could carry, how flexible I was, how good my balance was.

I was slowly improving myself, slowly, but surely. And thanks to my advanced regenerative powers I could recover from strenuous exercise the very next day, talk about a cheat code.

And then finally came my costume. I was similar to the classic costume, expect instead of blue I used black. I had to stitch on the webs for the costume, I cut up parts of the black spandex suit to sew into the red portion and create the patterns needed. I used parts of the bottom half of the red suit, not in use, to make gloves and leg coverings with a sole pad sowed into the bottom.

The suit was a two piece, the top half mainly red with black bits sworn into the sides and back. The bottom half was black with red shin high red feet coverings. I had to work on the mak a bit, make it less face hugging, cutting out eye holes and putting in lens of an old pair of glasses.

When I put the suit on and looked at myself in the mirror I gasped. In complete honesty….it was shit. It looked pathetic. Like a child drew it on a piece of napkin. The stitches were wrong, the measurements were horrible.

I wasn't a master tailor, over all it has been a waste of time.

I threw the costume under a loose floor board, a secret compartment where I stored sensitive items, like the rock containing the Hulk's blood.

I honestly didn't know what I should have expected. I don't know how the original Peter would have made his costume, but I'm shit with a thread and needle. I can't make my own costume, so for now, I'll just keep working on my web shooters.

Speaking of which they were coming along great. I managed to fix up a bracelet like bands to use as my new shooters. The shooters themselves were the important part, I made a knob on the top that could be used to adjust the web pressure, thereby giving me different types of webbing. The process of making them itself was difficult, no doubt about that, but it was worth it.

It was the weekend again and I found myself traveling to the Chikara dojo by train. Usually I had the weekends off, but it seems Colleen had other ideas. She told me to be ready for a more practical training exercise, whatever that means.

As I walked towards the now familiar building I noticed a few of my fellow students standing there waiting for something. I noticed one in particular, Marcus, a black kid that I remembered seeing in the Iron Fist TV show, one day he is going to join the Hand, but for now, he's just a kid.

"Peter, over here," Marcus called out.

"Hey Marcus," I nodded, "hey all," the others simply nodded to acknowledge process, "does anyone know what this is all about?"

"Sensei didn't tell you?" asked girl named Agatha, who we call called Agie.

I shrugged, "she just said it's going to be an interactive training session."

"Okay, so basically here's the deal, we're going to basically mug her," Marcus explained.

I blinked, "crazy person say what now?"

The kids laughed as Marcus explained. Colleen was teaching them real life skills, and apparently that included training kids to gang up and attack someone. They all thought it was just some basic stealth and teamwork building exercise, but I knew the truth, it was training for when became members of the Hand. They were being trained to assassinate people.

"So where is sensei?" I asked.

"Sensei Wing is hiding, she's somewhere in the city. It's our job to find her and get the jump on her. Basically our job is to grab her blade and run away before she can catch us and get it back. We are supposed to find out way back here and if we do that, we win!"

I could see it now, in the future the mission won't be hide and go seek, it would be locate and terminate. And the running back to base would be running to an extraction point. Truly the Hand were a sick group of people, smart, but sick.

We waited for another hour for more people to show up before we split into groups. Usually it was up to you to find a group to travel with, but since I was still fairly new at this and inexperienced, I got to tag along with Marcus, a kid named Brandon and Agie.

We four decided to check the surrounding areas for clues. Most of the other groups went in random directions but Marcus decided to check her favorite hang out spots first. We ended up wasting an hour of our time, by then Colleen could have been in Harlem, Downtown or even Queens for all we know.

But then I got an idea. I ask myself, how would Batman do it? How would he track the Joker? And I got an answer.

I would think like him, so I did. I thought like Collen. What was her objective? To train her students. So that means she'll be close, maybe somewhere open and where a woman carrying a katana can be easily spotted. This would also remove chance for her students to hide and getting the jump on her.

So a park, mostly likely Central Park. Not that far far away from Chinatown and she must have had so much free time she would have made it easily. But where in Central? Where can she hide and yet fight given enough time? Where can she fight without having people try and stop them because they didn't realise this was training?

I opened my phone pulled up a map. I searched and searched until I landed on the perfect spot.

"Guys," I got their attention, "I think I know where she is."

"What, how?" Agie asked surprised.

I smiled, "just a guess."

It took some time, but I convinced them to follow me. I brought them to the Park and we began looking around the South West gate, the place with the least amount of people and wide open space.

And in a few short minutes we found her standing by a fountain, eating ice cream. We held back, hiding behind the trees, watching her, she didn't look at us she didn't know we were here.

"Alright here's the plan, Agie, you and Brandon distract her, Peter and I will sneak up and grab the blade. I'll run back to the dojo while the three you hold her off. Got that?" Marcus ordered.

"No offence man, but that's a stupid ass plan," I snorted.

"What?" he asked raising an eyebrow. Was he trying to intimidate me? Really? Who the hell does he think he is? I'm Peter fucking Parker!

"It's too open, she chose this place for a reason Marc," I pointed, "a few people, not enough for us to hide behind. She'll spot them a mile away and us just as quick."

"What's your idea then?"

"We wait, wait for her to move, or make her move. Do something to distract her and the people around her to draw the attention away. And then we strike."

"Peter, no, that will never work, the moment we do that she'll be on us," Brando shook his head, "we go with Marc's plan."

"Yeah, I'm with Marc on this," Agei agreed.

I glared, "then good luck doing it without me."

"Peter, this supposed to be a team exercise!" Marcus hissed, "we need you with us!"

"No, it's a stupid plan Marc and it will not work, listen to me. We have to distract her first before anything else!"

"No Peter, we've been over this," the boy sighed, "fine, you want to come you don't have too. Come on guys, we can do this ourselves." The other two nodded as they got into position.

They looked so confident, so determined….I give them five minutes

Six minutes later:

Colleen chuckled as she walked away from the fountain with three of her students limping behind her, "did you really think you could have rushed me like that? Come on guys think!"

"We almost had you," Brandon grumbled.

"Almost isn't the same," Colleen smirked, "you needed to be smart about this. You should have distracted me first, then tried to grab the sword. Teamwork is important guys but so is forethought."

"Heh, funny, that's Peter said, guess we should have listened," Marcus grumbled as he rubbed ore shoulder.

"Wait, Peter was with you?" Colleen asked surprised, "where is he? Why didn't he fight?"

"He called us ideas stupid and refused to join in," Agie sighed, "guess he was right."

"Wait, he said it was stupid?" Colleen blinked as she walked under a bridge, following the road that lead to the nearest exit, "hm, maybe I should have a talk with him."

"Maybe," Marcus nodded.

As they walked to the other side of the bridge though Colleen saw the shadow of a person leap down. She stopped in surprise as I landed before her, stepping back in shock. I didn't let her recover.

I grabbed the strap of the katana around Colleen's body with one hand and kicked her in the stomach, sending her flying back as I pulled the sword over her head.

I looked at the other kids and winked, "in this case, you three were the distraction," I turned, and ran.

Marcus' face dropped, "so cool."

Colleen got up, her stomach hurt as she held in pain, but at the sight of me running away with her sword must have ticked her off. She got back on her feed chased me, yelling, "get back here!"

Marcus and the others began to run now as well, trying best to slow Colleen down, but our teacher wasn't to be underestimated. She threw off their attacks and continued chasing me, I turned around and grinned, 'now this is training!'

I ran out of the park and across traffic, not stopping for the signal. People yelled at me but I payed them no mind. I ran down an alley way and saw a fire escape leading to the roof top. Time to take this chase skyward.

I jumped onto the first floor sky escape, just as Colleen and the others managed to catch running into the alley as well. They watched in awe as I ran up to the roof and began jumping from building to building.

"Peter get back here!" I heard her yell.

"Make me!" I cried back.

I took me an hour to get to Chinatown, a freaking hour. I landed on the roof of the building that owned the Chikara dojo and climbed down the side. I was panting now, guess even I had my limits. But one hour of constant running? Not half bad.

I sat on the curb and waited, ten minutes later Colleen reached with the others following right behind her. They were all drenched in sweat, I stood up and grinned holding up the sword, "guess that means I win."

Colleen smiled, "okay, yeah, you win….just, let me catch my breath," she and the others collapsed on the building steps.

"Peter," Marcus spoke between pants, "next time, we'll do it your way."

I grinned, "sweet."

"You kick like a mule," Colleen groaned holding her stomach, "I swear it's like you kicked the lunch out of me."

"Sorry," I winced, "I may have gone a bit overboard."

"Yeah, just a bit."

Eventually all the other students arrived as well, Collen told them my group and I had won and we then went into detail about how we found her.

"Honestly, it was Peter's idea," Brandon admitted, "we just followed him."

"He was also the one who jumped sensei," Agei shrugged, "plus he did warn us that our first plan would fail."

"So Peter, care to explain?" Colleen asked as the entire class looked at me.

I shrugged, "I just wondered what you were trying do," I then went into detail how I came to the conclusions I did. Needless to say the kids were all impressed.

As a reward for winning Colleen bought coke for all of us, we sat on that curb and drank our cold drinks, chatting.

I quickly found friends in Marcus, Agie and Brandon. Guess that's one good thing this day gave. Seems making friends isn't that hard, it's just Peter's image at school was so fucking damaged there's no hope for people to not start making assumptions about me.

Marcus and I began to talk about Chemistry, the kid was horrible at it, I offered to teach him and he couldn't thank me enough. It seems we both lived in Queens, only Mus lived in the poorer part of town. We took the train together back home and Marcus lead me to his house.

As we walked through his neighborhood I noticed it was in bad shape, really bad shape. The place was dying, but I didn't say anything. Instead I listened as to Marcus explain just what he was struggling with. But just then-

"Get that boy homie!" and then a gunshot.

"Get back!" Marcus ordered as he grabbed by the hand and pulled me into an alleyway

"What's going on?!" I asked. Marcus just shushed me and pointed at the meet. And then I saw them.

Five thugs dressed in green, guns waving about as they chased another man down the street. They laughed and cheered as they shoot at the man, none of the bullets meaning to kill, rather just to scare.

"What the hell is goin on?" I asked seeing the thugs run across alleyway, Marcus and I crouching behind trash cans like rats.

"That's the GST, the Grass Stained Thugs," Marcus explained, "they run the streets around here, they terrorize everyone. The cops can't do anything them, hell half the kids in my school are addicted to dope because of these guys."

"And the police can't do anything about them?" I asked.

"Hell no," Marcus shock his head, "they basically run this place."

I narrowed my eyes, guess I just found my first case. All I need now is my costume and gear. Soon the coast was clear and Marcus quickly took me to his home. It was a small apartment in a large complex, dirty and old, but I honestly didn't care.

We spent the rest of the day over a Chemistry book as I did my best to teach him what knew. And during the short study breaks w took I pumped him for questions about the GST. They operated out of a stripclub, because of course they did, dealt with cocaine, money lending, racketeering and even gang on gang violence.

Needless to say I have my work cut out for me.

I went back home that day and began research into the club. Peter didn't really have a mind of hacker but he did know his way around computer. That reminds me, I should probably try and learn how to hack, seems like an important thing to know about.

The leader of the GST was a guy named Razor, a tall, mean looking mother fucker. He was the main suspect for four murders the past year alone and is known to be ruthless. He does have one weakness I can see through, women. Lots and lots of women. Man was a whore.

I needed to bring down this gang, too many people are getting hurt because of them. To destroy a gang I need to destroy their credit, meaning public embarrassment. Just beating the shit of people wouldn't be enough, I would need to make sure they can never reform again.

I spent the rest of the weekend working on my web shooters and ideas for a new costume. I honestly did not want to wear spandex, it was a horrible idea. I may look good in it, but it was so uncomfortable. I didn't like the way it clung to my skin, nasty.

On Monday, after my class with Colleen, I came back home at around 7. I finished whatever work I had and pretended to go to bed. At around 11 in the night though, after making sure May and Ben were asleep, I snuck out wearing dark clothes and a ski mask.

I had my new web shooters strapped on and ready for a test drive, tonight I begin my research. I went to the bad part of Queens, Marcus' place was just a few blocks away. I found myself on the roof of the GST strip club. I found an air duct and crawled in, shimming my way thru the small space.

It wasn't anything like the movies made it out to be. It was dirty and smelly, I was really glad I wasn't wearing white.

The loud music from the club downstairs were painful to hear, and so were the stripper's names. Honestly, 'Diamond in the rough?' Who came up with these names? 8 year old boys?

However I did manage to find my way into the more quiet part of the club, the rooms without windows in the heart of the building. I peered through the vents, I could see people stripped bare to their underwear packing in what looked like small bags of cocaine. Guards surrounded them with sub machine guns. Looks like they did their drug distribution here as well.

I kept crawling and sure enough I came upon a room where a couple of thugs in green sat around smoking weed with a tall man sitting on the couch with a gun on his lap.

'Razor,' I realized and I listened.

"Man day by day Cotton Mouth's getting pushy," Razor snorted, "I mean what the fuck does he and his cousin think their doing? Fucking rebuilding Harlem? Fuck that man!"

"Yeah, you said it Razor, those two are fucking crazy man!" said lakey #1.

"Hey, did you guys know I was there when that big green guy showed up and wrecked the place?" lakey #2 asked.

"The Hulk? You serious man? You were there?" Razor looked surprised.

"Yeah man, him and this other dude, grey looking guy. They like brought down a military chopper man! And then they began tearing up each other!"

"Don't' forget that rope kid man!" lakey #3 yelled out.

"Oh yeah, sorry man, I almost forgot! Suddenly this little dude like shows up and saved everyone man! He took out the big guy in like five seconds! He choked him!"

"Woah," Razor whistled, "damn, wish we had guys like that."

"Yeah, he used this rope, like sticky string to choke him man. And then he like stood over his body and laughed! It was fucking psycho man!"

I rolled my eyes, I so don't do a psycho laugh...well, I don't usually do it out loud. Maybe in the privacy of own head.

"Alright enough of this shit," Razor grumbled getting up, "that fucking Mexican expects the drugs tonight. We need to pack up the shit and move. You guys ready yet?"

"Almost boss, maybe just a few more minutes," lakey #1 replied.

"Great, show me," Razor spoke as he and the others left the room, switching off the light. I quickly shimmied in reverse and followed him into the drug packaging room.

Razor yelled a lot and got his people moving. The moment the last box was packed they all moved downstairs and I needed to get out well.

I climbed out onto the roof, sighing into the cool night air. I ran to the roof edge and found a large van parked in the back. Razor and his crew put the drugs in there and got on. They even took off into the night and I knew I had to follow.

I took a running start and leaped off into the air. I clicked the shelters and shoot a web across the street, swinging across the road. The wind howled at my ears, it suddenly became too cold for me. I didn't understand how Peter managed to swing in the cold night wearing nothing but spandex. Maybe thermal underwear?

I followed the van via roof tops to the harbor. They stopped before a warehouse, number 153, and waited for the doors to open. The moment it did they drove in, and I snuck in by opening the sky light and crawling along the wall, sticking to shadows.

I saw a Mexican man in a nice suit waiting for them. A suitcase by his side and guards around him.

Razor got out of the van men loading out the drugs. "It's here."

"I'm sure," the Mexican spoke with a hint of an accent. He handed Razor the case, "your payment."

Razor opened it and examined the money, "all right, we good."

"The Kingpin would like to extend his gratitude, it was very hard to get the...medicine we needed into the city, what with the army crawling all over Manhattan." I gasped softly the Kingpin? Already? The first crime group I follow and land up in the middle of one of Kingpin's deals?! Fuck me!

I took out the camera and began to film the scene before me. If I ever fight the Kingpin, this will be great evidence to put him away. And if a certain blind lawyer is willing to help me, then all the better.

"Keep giving me cash and I'm a happy fish amigo," Razor grinned, "anything else?"

"The next shipment?"

"Same time," Razor shrugged, "oh, and I want double."

The man sighed, "Mr. Razor, we are already paying you three times what this stuff is worth."

"Take it, or leave it," Razor spat.

"Or else?"

"Or else I'll sell to someone else," Razor smirked, "I heard Cottonmouth got his hand on some dough, maybe he could help me out."

The man in the suit sighed, "I really wished you hadn't said that...very well," the snapped his fingers suddenly his men aimed their guns at Razor and in seconds tore him into pieces.

I had sure to keep my fingers steady to not shake the video, though I was shocked to my system. They killed him? Just like that?

The GST gang member couldn't do a thing. Before even one of them could drop the drugs they carrying and draw their weapon Razor was dead and the steaming nuzzles were pointed at them.

"Next time, don't be so greedy," the man spat on Razor's corpse. He turned to the people staring at him, "how's in charge now?"

Lakey #3 stepped up, he gulped, "I am."

"I expect the shipment to be delivered at the time next week. Any mistakes and...well, you already know," he walked away with the drugs leaving behind the money and the corpse.

GST and I got out of that warehouse as quickly as we could. And while they ran away I sat on warehouse rooftop stunned in school. I watched the video I captured as it played over over again. They killed a man, in cold blood they killed a man.

I pulled up my mask and puked. I couldn't handle the sight of blood, and a dead body? That was a first for me.

But now the question was this, what to do with the video? Keep it? Destroy it? Would it even do any good? Could even be useful? I don't know, but I knew one thing, this world I was trying to challenge was a ruthless one and one miss step, one mistake and everyone I love could be dead.

I went back home as fast as I could. Not really sure what to do. But as I snuck around in the trees trying to get home I noticed Harry talking to Mary Jane in the side of her home. Her window was open, guess she snuck down to meet him.

"I don't understand," Harry growled, "why won't you be with me?!"

Mary Jane looked hurt, "I-I told you Harry, I just don't like you that way."

"What do you mean?! I am not rich enough? Or fucking handsome enough for you?!"

"It's that Harry I just-"

"-Is it Peter?" he snapped. Mary Jane paused, hell, I paused, my brain stopped working. 'Does not compute!'

"Oh my God, it is isn't it, you like him," Harry spoke in a quiet voice, "you actually like him more than me."

"Harry now, Peter and I just friends and...and I realise how poorly I've been treating him. I feel bad. But I'm not in love with him."

"So you feel sad for him?"

MJ nodded, "yeah."

'Okay, and you're back to being a bitch,' I rolled my eyes, sad for me, who the hell is she to feel sad for me?

"So then you just don't love me? Is that what you saying?"

"Yes...I'm sorry Harry."

"Whatever, you fucking bitch," he cursed as he walked away, got in his car and took off. I hoped he didn't crash it somewhere, it would almost be a tragedy...almost.

I looked at MJ, she sniffled, she was crying. She leaned back on her fence and cried. I knew I should probably leave, leave and never look back. But...but it wouldn't be fair.

I sneaked around the corner and dropped down. I removed the sky mask, gloves and web shooters, putting them all in my pocket. I took a deep breath and walked towards her.

"Hey Peepers, why the tears?" I asked in a quiet voice.

MJ's head shot up, "Peter?" she wiped her tears and got up, "h-how much of that did you hear?"

I shrugged, "I don't know what you're talking about."

"Peter-"

"-I'm serious. I saw Harry's car driving away like there was no tomorrow. I'm guessing everything isn't alright in paradise?"

"For God's sake I don't like Harry Osborn! He and I aren't together!"

I smiled, "you know if you told him that the same way you told me he might actually stop pestering you about it."

MJ was quite, she sighed, "I-I'm sorry I got mad at you."

"It's fine, a temper is to be expected, after all you are a redhead," I chuckled at her glare, "oh lighten up Peepers, it's not the end of the world. So one guy called you a bitch, big deal. If I was worried about all the things people called me I won't be able to get of bed the morning."

"It's not that, it's just that I...I don't know if it's my fault," she sighed, "Harry's a great guy, smart, funny-"

"-Rich," I added.

MJ glared, "I'm not shallow Peter," I shrugged, "but...I don't think I like him that way. I don't think I like anyone that way. I just wanna live my life you know, it's not like I need a boyfriend to survive."

"So? Tell him that, and the next guy after that and next guy after that. Until you're ready to start something new," I shrugged.

"Yeah...you're right," MJ nodded, "thanks Pete."

"Don't mention it," I walked away waving at her, "sweet dreams Mary Jane."

"Wait Peter I...I'm sorry."

I turned around, "for what?"

"You were my first friend here and I...I'm sorry I haven't been better to you."

"Like I said Mary Jane, it's fine. I'm used to it," with a shrug I turned and left.

"Good night then," she whispered. I turned the corner and quickly climbed into the trees again. I watched her climb back into her widow and tuck herself into bed. Guess my work here was done.

I took a shower and washed my clothes, don't want Aunt May asking questions on how I got my stuff so dirty. As I went to bed that night I stayed up wondering just what I'm supposed to go now.

The Kingpin wanted GST running so that they could get him his drugs. The GST hated his guts and wanted free. A gang war will cost people's lives. How do I defuse such a situation?

Oh, and another thing, just what the hell is going on with my love life?! Fuck it man, I fucking hate being a teenager again! I suppose it makes sense, just because we got along, held hands and went on one date didn't mean she liked me. It just meant she could bare me, nothing else. Fuck it, I'm tired being angry with that girl, I'm going to bed!

The next day was school as usual, though I did notice a few things had changed.

As I walked into the school corridor I began to notice more people looking at me. Staring at me. I meet their gaze until they looked away, something was different.

I went to my locker to grab first periods books, when suddenly my spider senses flared up. I could feel a ball coming towards me, I ducked immediately causing the ball to bounce off my locker door harmlessly.

I turned around and saw Flash and Harry staring at me in surprise. It looked like Flash had been the one to throw the ball, I looked surprised as slowly the hall began to quieten, looking at me and Flash.

"What the hell was that?" I growled.

"It slipped Parker," Flash shrugged in an unconcern way.

"Slipped? Slipped? If you're that bad at holding the ball maybe you should just quit the team Flash," I spat walking away.

"What did you say to me?! Get back here Parker!" Flash roared as he tried to follow.

"Don't bother Flash, it's not worth it," Harry stopped him with one hand, "you now he won't actually do anything. All bite, no bark."

As I sat through first period English I noticed people giving me weird looks. Even Mary Jane looked like she was trying to gain my attention but stopped herself before she could. I just didn't understand what going on.

If I was already swinging around in red and blue tights I would be paranoid into thinking somehow they all found out I was Spider-Man, but since that wasn't the case I just couldn't figure it out!

Guess that's the problem with not having a social life.

By lunchtime the stares were really getting to me. I ended up sneaking into my little haven, the chemistry lab, but there once again I found I wasn't alone. A heavy kid named Reggie was there too.

He and I shared a lot of similarities, apart from our body size, he was smart and quite. He did have friends though, his fellow nerds, but he did like his own quiet space from time to time.

"Hey Peter," Reggie wished me.

"Hey Reggie," I greeted him back. We sat on opposite ends of the classroom each doing our own things. But soon the mystery of what was going on was starting to bug me. So I had no choice but to disturb the quiet kids solitude.

"Hey Reggie...do you think you can help me out here?"

He blinked, "sure Peter, what's the problem?"

"Well...have you noticed people have been staring at me lately? I mean...it's noticeable right? I'm not just going crazy?"

Reggie nodded, "oh that. Yeah, they're staring you for sure. It's because they think you and that new girl, Mary Jane? They think you're an item now."

I blinked, "fat boy say what?"

"Harry was telling everyone how MJ turned him down for you, and how you turned her down because…." Reggie paused, "because you don't date stupid people."

"What?! Why would they even think that?"

Reggie shrugged, "well, that's the impression you give off. You don't talk to anyone, you answer every question on the board and then some. You give the teachers a run for their money and you're probably the smartest person they will ever meet. So yeah, they don't like you."

"What?! Are you fucking serious?! Holy shit man, all this time I thought it was because..." I blinked, it made sense. If I went to school with a kid as smart as Peter Parker I would be careful around him too. And if it was a child like Bruce Wayne? I wouldn't even walk in the same corridor as him.

I thanked Reggie for his input, and I walked out of the chemistry lab, my head spinning. Honestly it was weird, people kept staring and now that I knew why I found it strange. I did my best to ignore it but, hell, this is weird man.

And just then who would happen to walk up to me by the cause of all this, the Peeper herself.

"Peter, we need to talk," she spoke, Liz Allen following behind her, glaring a hole into my head.

"Ah, sure, what about?" I asked.

"It's Harry, he's told everyone that we are going out," she admitted looking sorry.

I pretended to be shock, "what? Really? Oh I'm so sorry Mary Jane, I didn't expect he would do something like that!"

"Yeah, so look I...wait...are you making fun of me?"

I grinned, "yup."

"This isn't the time for jokes Parker," Liz snapped, "Harry's actually trying to get people to make you miserable."

I shrugged, "yeah, and? What's the worst he can do?"

"Have the entire football team beat the shit out of you."

"I have amazing stamina, I'll just run away" I shrugged, I turned to the nervous looking MJ and sighed, "honestly it's fine MJ, I'll be fine."

"I'm sorry Pete, I swear I'll try and get him to back down, but I...I'm sorry."

"Yeah, yeah, it's fine," I shrugged and walked away. Liz looked a little pissed at the casual dismissal but didn't say anything, simply grabbing MJ and walked away.

I honestly didn't know what the big deal is. So the rich boy got anger issues, big fucking deal. Unless he's got a glider, a goblin mask and jacked up on goblin formula he isn't even on my radar. What I was interested in though was bringing down the GST, and the wear more important than some stupid school drama.

As I opened my locker to put my books away my spider sense went off. I jumped to side as foam exploded from my locker. I looked inside and found my locker covered with foam.

"Damn Parker, guess you lucked out on that one huh?" I turned to see Harry scowling at me.

"Yeah….I guess….I don't suppose you saw who did this?"

"No, sorry man. Can't say that I did."

"Of course you didn't..." I glared at him, slamming my locker shut. I walked away growing, okay, so maybe I should take this a little more seriously.

Chapter Text

"Open those fucking crates and unload them! We need these ready by tomorrow!"

I snapped picture after pictures, more than enough to serve as evidence, I hope. I couldn't personally get involved with the Kingpin's business, but if these guys lost their shit because the cops were tipped off about them from an anonymous source. Then that was good enough for me.

I looked down from the rafters safely hidden in the shadows. I took pictures with my camera of the people down there and the crates. It was Sunday night, tomorrow was when the new leader of the GST, Bubbles, was too meet Kingpin's men to deliver the drugs.

I had been following them all week. Finding any all and weakness they had snooping inside that strip club for so long I knew all the songs by heart. And then, I found it. This warehouse.

It was the place where they brought in their drugs and how they transported it into their buildings to then be further cut down and sold on the streets. I have been casing this place for three days, and finally I had them.

I wasn't a glory hog, I worked better in the shadows were people didn't expect me. I wasn't fully prepared to take on the world just yet, I needed time. So until then the only way I'm going to be helping people is by being a spy and a nosey teenager.

It took them an hour before everything was complete. Most of them left after that posting guards outside the building to keep it safe, with the inside practically empty etc one guy with a flashlight. Arrogant sons of bitches.

I crawled along the wall towards the main office that overlooked the entire warehouse. I dropped down before the door and reached into my pant pocket, grabbing the locking picking kit I put together. Yeah, that's right, I know how to pick locks, jealous?

I opened the door easily with a quickly twist and walked into, closing the door behind me and locking it. I looked around the office, it was bare, nothing but files upon files of paper. I looked through the folders, all of them, I was looking for something specific.

Last time I was here I saw Bubbles writing down records of the money GST was making off of Kingpin, meaning the idiot had a paper trail. All I needed to do was find it.

I looked around the place but couldn't find the book...wait, what am I thinking? It's probably hidden somewhere. Alright, if I was a super important book where'd I be?

I looked everywhere, behind paintings, inside locked cabinets and even underneath the table. I was just about to give up when I heard a groan. The floor board felt like it was going to snap under my weight. Bingo.

I pried open the floor board and found a safe underneath. It was a dial knob lock, the kind I had in school. And luckily for me Peter had to find ways to unlock his locker whenever Flash or someone else broke in and changed the combination to make life difficult.

I put my ear on the safe and listened. With gentle prodding I slowly unlocked it piece by piece until;

Clink!

I grinned, bingo. I opened it and lo and behold there was the book. I checked the safe for booby traps just to be safe and wouldn't you know it there was tripwire attached to it's back. I managed to prod it out without engaging the alarms, locked the safe and put the board back.

I took out the book and looked it over, pages upon pages of information regarding shipments and tracking money payments.

I had them, I had them by the balls. I couldn't take photos of the pages, no, sadly people would notice. I needed to take the book and scram, I had to make my move, now.

Luckily, I had planned for that.

I managed to sneak out of the warehouse and into the open air. I swung away with the book tucked into the trim of my pants. Once I was safely away I took out a burner phone I bought today morning and dialed in a number I had memorized.

It took me a long time to find this number, I had to break into a police precinct to do so. When I first began my search into GST I had nothing. I figured if anyone would know anything about these guys it would be the police.

I looked into their files and surprising they had a very detailed case. There were so many arrests made, so many injunctions carried out, but in the end it was all for nothing. Either the judge let them off, the DA handling the case sucked or the evidence was lucky.

I took note of this, and vowed when I took them down, they would stay down. But then I also noticed another thing, a name kept popping up, detective Gregory Barnes, 40, married with two kids, and a straight ace cop.

He had been on GST's case since day one, when one of their shoot outs almost killed detective Barnes' son. I got his number from the file and knew he was the man who I needed to deal with.

The phone rang twice. The third ring he picked up, "hello?"

"Detective Barnes?" I asked in a scared voice.

"Yes, who this?"

"I-I'm part of GST, I-I want to talk to you."

"And why does a gang member want to talk to me?"

"Because these people are crazy man!" trying my best to sound scared, "They are killing people left and right! I didn't sign up for this!"

"Okay, okay, calm down, where are you right now? What's your name?"

"I-I, my name is...no, I ain't telling you that man! I have a kid to feed! If they even know I said anything they'll kill me!"

"Kid I'm on your side, you want to stop them? You want to get away from them? I can make that happen. Just tell me where you are and you're name and I'll come personally to pick you up."

The man was good I'll give him that. He would make an excellent negotiator. I sighed, "no man, it's too late for me. But I ain't going without bringing these motherfuckers down too! They have a warehouse by the Manhattan pier, number 827, blue with a yellow top. They store their entire stash in there and right now we have a month's supply of drugs just waiting there. There are like four guys in there the guns, you can take them all out tonight!"

"I need more kid, names, clients, anything that will help in court."

Man this guy's greedy, maybe I should cut this short, "Bubbles running things now, he's the boss. He's going to meet some hot shot client and," I paused for dramatic effect, "shit they found me! I have to go, remember, Manhattan pier, 827, bring the whole fucking unit on these fuckers man! And for god's sake, don't use a fucking siren!"

I hung up on him and jumped off the roof, swinging away into the city. The detective will first have to get a judge to sign a warrant to search the premises. It would take some time, especially this late into the night. But I know for a fact that Barnes was determined, the chance to put his child's assaulters was too good to pass up. He would be here in an hour with SWAT.

Now, to find a lawyer. And I just happen to know one that was the most honest and upstanding man in the entire Marvel universe. I swung my way to Hell's kitchen, looks like the Devil is going to get a visit from the Spider.

I found Matt's law firm address on the net. One night I followed him home and memorized the building. I snuck down the fire escape and opened the window with my lock picks. I stepped in and shut the window behind me.

"Hello? Is someone there?" I heard is voice coming from the bedroom, it sounded so innocent. But I knew that right this second he was thinking up ways to beat the living shit out of me.

"Matt," I wished, doing my best to muffle my voice, "we need to talk."

Matt walked into the living room, his cane guiding the way, his eyes starting at the spot over my head. He was blind, but I could see the way his ears twitched he was ready for a fight.

"Please, if this a mugging please don't hurt me. I can't even protect myself, see I blind," he said with a disarming smile, "please, just take what you want and leave."

I smirked, "you're not blind Matt Murdock."

Matt paused, "what? Of course I am see, I-"

"-No, you're not. You can see...it's just too you it seems like the whole world's on fire."

His facade of the helpless innocent blond man dropped. He threw his cane forward and charged me.

"I'm not here to fight!" I knocked the cane away and jumped over his tackle and landed on the other side of the room, "I just want to talk!"

"You break into my house and just want to talk?!" Matt swung his fists at me with such precious and grace I could barely avoid them. It was only my superior reflexes and minor training that let me survivor as far as I did.

"I need a lawyer Matt, and you're the man I need," I ducked under a kick, grabbed his leg and threw him into his couch, "so sit down and listen!"

Matt jumped back up, knocked me on my back and grabbed my neck. "Give me one reason why," he growled raising a fist into air.

"I can help you get rid of the GST for good," I coughed.

"And why should I care about a street gang?"

"They-" I coughed, "they supply drugs to the Kingpin, he can't get it from anyone else," I felt his grip loosening the moment I mention the Kingpin's name, "if you can bring them all down to court you'll cut off the Kingpin's entire supply for half a year!"

Matt looked up, he got off me and stepped back, "how did you know about my sight?"

"I read your medical records," I lied, "I know you're other senses became more advanced when you lost your sight. I theorized that you used sonar to visualise the world, some scientist tried to map out the human body using the day to day sound people here and the results made it look like the man's body was on fire...I just put two and two together."

Matt was quiet, I sat down on his couch and took off his glasses, "you're smart kid."

"Thanks," I nodded getting back up.

"And also a very good liar."

"I didn't lie," I lied.

"Maybe," he hummed, "I can hear your heartbeat you know. It's racing right now, I don't know if it's adrenaline or because you're lying. But I don't believe you."

"I don't care," I took out the ledger and presented it to Matt, "this is a ledger containing every single transaction the GST has done. Every crate, every dollar. Soon you'll hear that detective Barnes just busted a warehouse filled with drugs that belongs to GST. Use this evidence I gave you and get yourself on the trial. You can strike a blow for the Kingpin's wallet while at the same time make a name for your law firm."

Matt took the book and looked at it, "what? No braille version?"

I smirked, "Foggy's not blind is he?"

Matt put the ledger to the side and looked up at me. "How did you get this?"

"I stole it."

"Where?"

"From the warehouse."

"How did you find out about the warehouse?"

"I spent nearly a week stuck in vents and side alley's spying on Bubbles. Razor died last week, so Bubbles had to show the crew he's boss, meaning he had to visit all their houses. I wasn't lucky, he didn't go to the warehouse until he toured half of Queens."

"Do you know those safe houses?"

"Yeah, I even took pictures of the buildings and all the illegal activities inside the place. I emailed it to your law firm's account, my handle is 'GSThelper '."

Matt was quite, he was listening to my heart beat, trying to memorize it so that when he saw me face to face he would know it was me. If he saw me again that is.

"Why are you doing this?" Matt finally asked.

"Because GST is running the streets. They need to be taken out."

"But why you?"

"Why not me?"

"I'm serious."

"So am I."

"You would risk your life, the safety of your family and loved ones, because you wanted to play hero?"

"It may not matter to a blind man, but I am wearing a mask you know," I smirked.

"I'm serious kid. Why?"

"And I'm serious too, why not? People are dying out on the streets, and if I can make a difference, why can't I? Why shouldn't I try to help them? Are only heroes and cops allowed to help?"

"There are adults you are trained too-"

"-Sorry Matt, but from where I'm standing, adults haven't done shit. Every time GST is brought to court either the DA dismissed it, the judge is laks or the evidence is not enough."

I paused before continuing, "I called detective Barnes tonight, posed as a gangbanger caving in. I told him where to find the warehouse. I suggest you call Foggy up and the two of you go down to the 42nd precinct with the evidence I gave you. Tell them I sent you, well...I mean an anonymous source did."

"And in return?"

"Put them into the ground and make sure they stay there. I gave you enough and more evidence. The police on case is determined and on your side. The only that's against you in the judge, but I doubt any judge in New York would risk their careers to throw down such a solid case."

Matt looked at me, and I don't know what he's thinking but I knew he was at least considering my offer. He sighed, "fine...are you ever going to tell me your name?"

I walked out the window and pulled it open, "I'm Spider-Man. I'll see you around Matt," I leapt into the air.

"No!" Matt yelled running to the window just as I shoot my web line and swung away. He heard my cheers of joy as I swung through the air and gasped, "this city get's weirder and weirder everyday."

The next day I turned on TV and waited. May called me to eat breakfast but I put it off. I waited, and waited, and then;

"Breaking news," the anchor lady spoke, "last night police were able to bust a major drug operation in New York. The Grass Stained Thugs, or GST, were a local gang the Eastern parts of Queens, they were known to cause public disturbances, riots and even gang on gang violence. However it had now come to light that the GST were also long suspected to drug peddling, though police couldn't prove it until now.

"Detective Baren, the officer in charge for the raid on GST's drug operation claims he got the information from a tip he received last night from an ex-gang member. He Issued a request for a warrant immediately and soon brought the criminal into justice. In total over a thousand pounds of drugs were found along with weaponry of various kinds.

"The case however doesn't stop there, last night Matt Murdock from Nelson and Murdock, brought evidence concerning the case to light. He claims to have gotten this information from the same ex-gang member who tipped of Detective Baren. Murdock and his associate Nelson have been selected by the state to head up prosecution. Stay tuned for an hour to hour update on this case."

I switched off the TV and smiled. Take that bitches! Score one for Spider-Man! I brought down a drug ring, made Matt Murdock my buddy and I don't even have a costume! Who's the man? I'm the man!

My good cheer got me through the day. Not even Flash and Harry's constant glares and taunts could get me down. I was king of the world damnit! Heck even MJ noticed something was strange.

It was English period when she tapped me on my shoulder. I turned around and saw MJ and Liz looking at me in concern.

"Peter, ah, are you alright?" MJ asked.

I blinked, "yeah, never better! Why? What's up?"

"Nothing, you just..." she paused, unsure what to say.

"You're acting weirder than usual," Liz stated.

I grinned, "my buddy Marcus lives in the bad part of town, he get into trouble with a local gang there. I heard today that they all got busted last night! So I'm like so glad and stuff," I finished with a grin.

"Ha, I see," the two girls looked at each other and shrugged.

"Alright class settle down," the teacher walked in, "now then, where were we? Oh yes, Oedipus Rex! Can anyone tell me what we have learnt so far? Anyone?" No one meet his gaze, "fine….how about….Harry!"

Harry blinked, "me?"

"Yes, you, can you tell us what happened last to Oedipus Rex?"

"Well I...well, he's like a king. And, ah, he's married to his mom?"

"Yes, very good. Anything else? What about the prophecy made when he was born?"

"Oh, yeah, it said he would like kill his dad and marry his mom."

"Good, and what did his parents do when they heard this?"

"They ah...I don't know ma'am."

I rolled my eyes, "of course you only remembered the part when he fucked his mom."

"What was that Mr. Parker?" the English teacher asked.

"Nothing," I replied. Harry however didn't think saw. I could feel his glares aimed at me, but I really couldn't care less.

After school ended that day I decided to take the bus home. But I didn't make it past the parking lot. Suddenly someone grabbed me by the neck and pulled me. Obviously the only reason they could even touch me was because I let them, I was honestly curious what Harry was going to do.

Flash threw me up against a the school wall as he and his little gang surrounded me with Harry in the center. There Are two other goons, both football players, each looked ready to tear me apart, but Harry held them back.

"Think you're smart don't you Parker?" Harry hissed.

I shrugged, "you have seen my IQ scores right?"

Harry growled, "bet you thought it was fun to embarrass me in front of that slut."

Now that's pushing it, "don't call her that."

Harry smirked, "what's wrong Parker? Finally understand what kind of bitch she is? The fucking tease."

"Osborn I'm warning you, stop it or I'll make you," I growled.

"You know she's a fucking tease," he spat, "did you know I had my tongue down her throat in a week? Fucking bitch is practically giving it away like cookies. But guess that's the only way you're ever going to get laid."

I meet his eyes, that arrogant smirk, I wanted to wipe it off his fucking face. But I knew that if I made one move against him he would go crying to daddy, and the last thing I need is Norman Osborn after me.

So I did the only thing I could do, I walked away. "You ain't going no where pu-" I pushed Flash out of the way, knocking him on his ass.

"Fucking losers," I hissed as I left them blinking.

Harry growled, "get him!"

I sighed, guess it was time to run! I took off like a lightning bolt. They chased me out of the school and into the streets. Luckily though they weren't smart, I managed to lose them in five minutes.

I made my way to Chikara dojo, I entered the place and got ready for the class. I spotted Marcus with a few other people in one corner chatting about something.

"Hey Marcus!" I called out, "I heard about the GST getting busted man!"

The boy smiled, "yeah Peter, it's great!"

We all talked about whether or not this time they would actually face any jail time. I was obviously optimistic, but the other kids were less thrilled.

After class that day I went home with Marcus, he was having trouble with his chemistry assignment and I decided to help. But as we walked to him home I felt my spider sense go off.

"Get down!" I grabbed Marcus and tackled him into the ground.

Just then a car drove by with it's riders spraying bullets into the sidewalk, missing up by inches.

"You got lucky brats! Spread the word! GST forever bitches!" they yelled as the car speed off into down the road.

"What the fuck was that?!" I cursed as I pulled Marcus up, "how are they still….not in jail?!"

"We need to get out of here Pete, come on!" Marcus rushed me into his house and locked the door behind us. We still for ten minutes, praying they didn't follow us. Scared out of our minds before finally I asked Marcus what was happening.

"The cops didn't get everyone," Marcus admitted, "they got the big timers true, but the little guys? The ones that didn't have their names as part of the drug ring? Well they got off scot free. I didn't think they would start so soon though, I figured they would keep quiet and just….oh my god, I need to warn my friends to stay off the streets!"

I groaned, this wasn't right, they shouldn't be out, they should be scared! I didn't account for this, I didn't account for people to act like morons, doing stupid things! Which is stupid of me, humans have always acted irrationally.

I needed to stop them, they were doing this because of my actions. They were my responsibility.

I told Marcus I needed to go home, I sounded scared and afraid to convince him. He offered to let me stay in his place for the night, the streets were too dangerous, but I insisted, I needed to do this.

I went home and snuck into the basement without May and Ben knowing. I grabbed my web shooters and changed into a black pair of tights, thin sneakers, a black muscle shirt and red gloves. I grabbed the mask from the first costume I designed, the stitches weren't half bad, the spider web design was alright. This would need to become a symbol, even though I wasn't fully prepared, I needed to out myself to the public.

I snuck out of my home and swung my way back to Marcus's neighborhood. I swung around the neighborhood for a while, looking at the people there. The stores were empty the people could feel danger in the air. I needed to find them, I needed to stop them.

Suddenly I heard it, the screech of music blaring on speakers. A party? Now? No...GST.

I swung towards the noise, the streets were trashed in these parts, complete destroyed and covered in garbage. Even the stores looked destroyed. I landed on a rooftop and looked down at the park across the street. They were having a block party.

I saw drums burning, lighting up the party with flames. I saw gang members with a gun in one hand and drinks in another. I saw couples dry humping each other to the corners and in the middle of it all was a man sitting on a bench surrounded by people and women, drinking from a keg.

I narrowed my eyes, I couldn't surprise them by swinging into battle. No, I can't do that. The tree would provide cover for me inside the park, but not when approaching it. I would have to go in by foot. And the guns were also a problem, too many guns, too much liquor. I wasn't looking to kill people, just detain them, I would need to be quiet about this, like a ninja, like Batman.

I got onto street level and looked for a way to sneak into the park. There were guards at the entrance, maybe I should- I paused, I looked at the wrecked store I was standing next too. A grocery store and my the looks of it it was just recently destroyed.

I went inside and found nearly all the food and drinks gone. Guess they must have sacked this place for their party supplies. I went into the hardware aisle, small thing, but they did have the basics, spray paint, different tools, glue and even a nail gun.

I knew what I had to do. I needed to distract them and these would be perfect. I grabbed a school bag from two aisles down and threw in everything I knew I could use. I even grabbed a couple of knives from the kitchen section.

When I was done I slapped a hundred on the counter and left, I'm not a thief. I made my way to the park but I stopped once more. This it was a destroyed leather goods store. Small thing, it looked like it could barely afford to stay open.

They ransacked the cash register and all the leather jacket racks, but on the ground hidden behind glass shards and wooden chips was a bright red jacket.

I picked it up and dusted it off. It was around my size, I tried it on, the jacket didn't restrict my movements, it was actually comfortable to use. Maybe...yeah, this could work.

I put the jacket on the ground and grabbed a black paint spray can from my bag. I then sprayed in a very crude spider logo. It was big, the legs on top reached the shoulder while the ones on the bottom were stretched to the bottom of the jacket. It actually reminded me of the Spider-Man logo Andrew Garfield used, I smirked, it was perfect.

I sized the jacket up, it felt perfect, like it was meant to be. I turned to the park and smirked, 'show time.'

I snuck in from the side, the guards didn't even notice me. I jumped into a tree and slowly made my way towards the party. I looked around, made my plan, tried to think of everything that could go wrong, and thought of way to prevent it.

And then, I moved.

They didn't see it coming. It was dark, late into the night. Their only source of light was the burning barrels. I took out four spray cans and aimed, throwing each one into the various barrels of fire.

Here's a lesson for you, spraycan+fire= BOOM!

They heard it hiss, they wondered it if it was a gas leak or something. And suddenly, the barrels of fire exploded outwards, knocking back those near it. I made sure no one was hurt, only two ever even thrown back, one of who was knocked unconscious.

"What the hell was that?!" the new leader yelled. The park was now dark, no light, perfect. "Everyone! Get some light! Matches! Lighter! Anything!"

Slowly small flames light up into the night, displaying my targets. Perfect. I snuck over to the closest one. I stood on the tree nearest to them, shot out a web line and pulled.

"Argh!" he screamed. I grab him by the neck, slammed him onto the branch and tied him up with webbing, keeping him in place. I jumped away just as the others gathered to his screams.

"What the fuck was that?! Where's Tyrone?!" someone yelled. I didn't bother noticing how. I moved to my next target.

One by one each source of light was taken out. I grabbed them, tied them to the tree and jumped away.

People were getting scared. The leader was smart, he ordered them all to form a circle in the center and look out for anything moving in the dark and waste it. I didn't bother with them, not yet.

A few really smart ones tried to get away, I grabbed them before they could leave and tied them up against the trunks of the trees. They didn't see me move.

And now, I dealt with the remaining rats huddled together. They were scared, I could see it, practically smell it. They had guns pointing outwards, time to get of that.

I pulled out a hammer and threw it with all my might, it hit a guy in the head and knocked him out.

"There!" someone yelled and be firing at a tree ten feet away from me. I smiled, 'not bad for a bunch of idiots.'

"Keep looking!" the leader warned. I chuckled, damn these people are scared.

I grabbed the remaining spray can I held, stabbed it with a knife and threw it at the group. It landed in the center and began to spray a cloud of black paint over them They didn't notice it until the smell and smoke covered them all.

The choked and coughed as they moved away, turning inwards. I moved. I got down and charged two guys, grabbing them and leaping into the middle of the black smoke.

"What was that?!"

"I saw something move!"

"They got someone!"

And suddenly a web line shot out and grabbed a man by the chest and pulled him in. They yelled in panic as more and more people were pulled into the black smoke never to return.

The few who tried to fire their guns got hurt, that sticky white stuff came in and closed their gun's nuzzle, causing their bullets to backfire and their guns to explode in their hands, knocking them out as well.

"What the fuck is going on?!" the leader yelled, only he and two other men remained.

"I'll be honest, I expected better," a voice from the black smoke called out. Slowly the smoke disappeared revealing a figure dressed in black with a red mask and jacket. I looked at them and smirked, "boo."

"Ah!" the leader got an itchy finger and fired at me. My spider sense warned me before it even happened and I jumped away, landing on a tree branch. He aimed at the tree line and fired over and over, I jumped from tree to tree, avoiding the ones where I held people hostages, I didn't want him to kill his own people after all.

I grabbed wrench from my bag, aimed at shooter and threw it. He tried to block the flying tool with his bare hands but yelled in pain from the impact dropping the gun. I jumped on him then, fist driven into his sternum.

I got up and turned to his remaining underlings. One dropped his gun and ran away, the other was too shocked to do anything. I grabbed him and threw him at a tree, sticking him there my webs.

I then took off chasing the man who got away. He almost made it to the exit, I could see his smile grow, but just then I launched a web line, grabbed him by the shirt and pulled him up into the air.

I grabbed him by the collar and held him. He was looking afraid, so very afraid. Hoked at me and asked, "what are you?"

"I'm Spider-man," I replied, and then knocked him out with a head butt. I dropped him down and walked towards the park entrance where the two guards looked confused. They took one look at me and aimed their guns.

"Who the fuck are you?!" one asked.

I stopped, and in an instant fired two web lines, grabbed their guns and pulled it out of their grips. The looked at their empty hands, but when they looked up they saw my legs coming for their heads as I did a full split kicking them unconscious.

I searched their pockets and found their wallets and I took a little cash. Stealing isn't stealing if you steal from a thief after all. I then grabbed one of their phones and called 911.

"Hello 911, what's your emergency?"

"I'm at Highland park, come fast someone just fired a gun!" I grabbed one of the things guns from before and fired it at the sky, "come fast!"

"Stay calm sir I'm sending a squad car as soon as I can, hide somewhere and-" I ended the call and broke the phone in half. I turned around, the park was quite, hopefully it'll stay this way. I went back in and made sure everyone I caught was still alive, luckily, other than that one guy suffering from a concussion, they were all fine.

I quickly walked out of the park and climbed onto the roof of nearby building. I watched at several police cruisers arrived and began walking into the park guns drawn. I watched as ambulances were called and journalists arrived.

I knew I would hear about the rest in the morning, so I went home. I snuck into the basement and changed clothes, hiding my uniform under the loose floor board. I then snuck back outside and pretended I was just getting home.

May and Ben were worried why I came home so late, I told them that the GST were tearing up the streets and it wasn't safe. I lied and told them Marcus offered to let stay in his place until it all blew over.

May and Ben were now afraid, they were worried. I told them all was fine and that I was fine. They did let me go eventually, and just like that I found myself in my room looking up at the ceiling, a feeling of giddiness building up in my chest.

It was amazing, the way I fought them, they couldn't even do a thing! It felt powerful, it felt amazing! I needed to do more, I needed to be out there!

I waited until Ben and May were asleep before going to the basement and taking out my costume. I tried it on and looked at myself in the mirror, the red jacket honestly reminded me of 'The Last Stand' Spider-Man, or an older version of Peter Parker.

I'll admit the jacket was a bit bulky, but that was fine. I needed it, it was cold in the night and swing at high speeds chilled me to my bones. So yeah, I needed a jacket...god I sound like my mother.

Maybe I could put in plates of armor or something for protection, maybe a few hidden weapons like a shuriken or something. This jacket had a lot of potential, I would be lying if I didn't think it made me look bad ass.

I snuck out of the house and climbed a tree. I was just about to swing away when I heard a car drive by. Curious, I searched for it, and wouldn't you know it deja vu. Harry pulled up to MJ crib and got out. I looked at the back seat and saw Flash and Liz there as well. I narrowed my eyes, what the hell is going on?

I sighed, I'm not going to be Spider-Man tonight am I? Chances are I'm going to have to keep an eye on these idiots...again. I snuck over to MJ's house, by now she had crawled down her window meeting up with the others.

"What are you doing here?" MJ hissed.

"I told you MJ, we're going to celebrate Flash passing his mid-terms!" Liz cheered. I rolled my eyes, oh yeah, Flash finally managed to pass an exam, guess that is something to celebrate.

"And?" MJ asked eyeing Harry.

"And...and it would be really cool if you came too," Harry spoke rubbing his neck nervously, "look MJ I know I've been acting like a jerk lately and I...I want to make it right. Please, I promise I won't do anything to upset you."

MJ narrowed her eyes, "and Peter?"

"What about Parker?" Flash grumbled.

"Will you stop bullying him?"

"We didn't really bully him, more like played a few light hearted pranks," Harry argued. MJ glared and he gulped, "yeah, we'll stop."

MJ sighed, "fine. Where are we going?" Wait...seriously? Just like that?! He called you a whore and you forgive me just like that?! What the actual fuck?! Fucking teenagers man, can't keep them straight!

"Yes!" Liz cheered, "we're going to the Sweet Spot!"

MJ raised an eyebrow, "isn't that a bar?"

"Yeah, Harry got us fake ID's, this is going to be so cool!" Flash cheered.

"Not so loud!" MJ hissed.

"Sorry," Flash gulped.

The redhead sighed, "fine, but I'm not drinking, got that? And neither are you Harry, you're our ride."

"What? But I-" he stopped at her glare, "-yeah, okay."

I couldn't believe how stupid they were acting. Wasn't it a school night? I now had two choices, stop them, or follow them….oh what am I saying, of course I'm going to follow them.

I kept my distance, often times waiting for Harry to catch up, he really was a slow driver. They parked a block away from the club and walked in. I spotted Harry handing the bouncer a twenty and slipping with the others.

I sighed, stupid kids. I knew I should probably follow them, keep an eye on them. I didn't want Harry to take advantage of MJ...no, no that's not true. I'll be honest, I didn't want Harry and MJ together, period.

But this isn't my job. I heard a police siren, that, that was my job.

I took another look at the club and sighed, guess I should just forget about the red head. I turned and ran, running from rooftop to rooftop. I reached the police sirens, they were standing in front of a jewelry store. Guess someone robbed them.

I couldn't really do much, so I decided to leave and return to the club. But just then I saw a shadow on the roof of the store running across buildings. I narrowed my eyes, gotcha.

I swung across the street towards a building a block away. If I was right the thief would be heading right towards me. I slipped into the shadows and waited. I saw movement, heard their feet landing on the ground, and I pounced.

"Heya!" I yelled, startling them. I shoot a webline and grabbed the small bag clutched in their hand and pulled it free. I grabbed the jewels and looked it over, "nice catch man, though next time, maybe don't use something so cliché as a brown bag?"

The thief didn't respond, instead leaping at me, aiming a kick at my head. I ducked under it and moved back, they tried to grab the jewels but I pulled it away the last second. So instead they grabbed my hand, spun me over their shoulder and slammed me into the ground.

The air was knocked out of me, guess I wasn't the greatest thing since sliced bread huh? The thief straddled me, pinning me on the ground, I looked up at their face, getting an unobstructed view and gasped.

She was most beautiful thing I have ever seen. She had green eyes, they were like emeralds. The moon looked down at me from behind her head, making her silver hair look like it was glowing. She wore a domino mask, and wore a simple track suit that hugged her curves with a tool belt around her waist. She looked young, around my age.

I couldn't help it, I spoke before thinking, "I think I'm in love with you."

She paused, "what?"

I blinked, "I...I have no idea why I said that."

She looked me over, "who the hell are you supposed to be?"

I shrugged, "I'm Spider-Man."

"Spider-Man? That's a stupid name."

"Oh like you can do one better," I felt her hand reaching out towards the bag of jewels still in my hand. Trying to distract me huh? Clever girl.

"I can, I'm the Black Cat," she announced with a smirk.

"Am I supposed to know who you are?"

"No, just like I don't know who you are."

"Why do you call yourself a cat? You don't even have the fake cute little ears on your head."

"Why are you a spider? I don't see you shooting web out of you're ass."

"Hm, not out of my ass," I shot a webline at her face covering her. I kicked her off and jumped backwards landing in a crouch.

"What is this?!" Cat screamed as she ripped off my webbing, I made sure to keep the formula week, don't want to damage that pretty face now do I?

"Well you see when I boy reaches a certain age certain white sticky stuff starts coming out."

"Ew!" Cat spat before she lunged at me. I jumped back as once again we began to fight. I wasn't really taking it seriously, I wanted to see what she was capable off. She was skilled, that's for sure, probably knew judo based on how she slammed me onto the ground. Most probably a few more skills as well.

Suddenly she drew a set of balos and threw it at me. I jumped to the side, but unfortunately it tied my hand and my neck together. Cat then swiped my legs throwing me on my back, jumping on top of me once more.

I broke out of the balos and grabbed her by the arms, rolling to the side and pinning her to the ground with me on top.

I panted, "damn Cat, we just meet and you're already tried to straddled me twice. At least buy a guy dinner first."

"Sure Spider, just let me get my wallet!" she kicked me off. I landed on my feet and shoot out two web lines. Cat jumped out the side and then glared at me as we stood at a stand still, "next time Spider."

I blinked as she turned around and ran away. I could have caught her, but I didn't, she would be far more interesting out of a jail cell than in one. I sighed, so that was Felicia Hardy huh? I chuckled, she's cuter than I thought.

I decided to return the jewels, but when I looked down I saw my hand empty, the bag was fuckign gone! 'What?! How?! How did she...' I thought back, it was when I pinned her down, she grabbed it then and ran.

I should be pissed for being tricked, but I couldn't, she was good, I had to give her that.

Deciding to just go back and keep an eye on MJ and her friends I swung back to the club. And as I arrived MJ and Harry came running out, her yelling at him about something and him yelling back. I saw Flash and Liz come out as well looking worried.

I sighed, guess this was a job for Peter Parker, not Spider-man. I took off my jacket and pulled it inside out. Luckily for me the inside looked good enough to pass for another model completely. I took off my mask and web shooters and stuffed them in my jacket pockets, hopefully this would be enough.

They were walking back to the car, well MJ was and the rest following behind her. I jumped down into an alley they passed by and listened to them.

"Look MJ I'm sorry okay? I didn't mean-"

"-What? What didn't you mean to do? Stick your hand up my skirt?!"

I rolled my eyes, of course he did. I walked out and kept my distance, the four didn't even notice me.

"MJ I'm sorry, I thought you wanted me….wanted us."

"Harry I don't like you, you're my friend and that's all we'll ever be. I'm not something for you to use like everyone else."

"I don't-"

"-Guys maybe we should just go home," Liz suggested, "this isn't really the best place for this."

"She's right you guys, come on, let's just go home," Flash agreed.

"Is it Peter?" Harry asked and everyone stopped, "is it because of Parker? Do you like him?"

MJ stopped, "no, it's not Peter. He's my friend, just like you and….and I haven't been the best friend to him. I realise that now. But he's not the reason why I don't want to be with you Harry."

"Then why?!"

"Because you don't care who the hell I am!" MJ roared, "you don't care about what I like, what I do, what I want to be! Every time I talk you just nod along but you're never listening are you? You never listened Harry! You don't like me, you just like how I look."

Harry was speechless, "that's not true."

"Yes it is."

"No it's...it's not," Harry looked angry, "I care about you MJ! I really do!"

"No you don't!"

"I do!" Harry grabbed her arm and pulled her, "please let me show you-"

"No get off me!" MJ tried to pull away but she couldn't.

"MJ-"

"Harry maybe you should-"

"Shut up Flash!" Harry yelled, "please MJ just give me a chance and I'll-"

"That's enough!" I yelled out loud enough to make them all pause. They ll turned and looked and finally they realised I was standing there.

"Peter?" MJ asked with surprise

"Parker? What are you doing here?" Flash asked in equal shock.

"Apparently I'm stopping Osborn from committing sexual assault," I shrugged walking past Liz and Flash. I grabbed Harry's arm and and pulled it off of MJ, I turned to her, "you okay?"

"Y-yeah," she nodded.

"What are you doing here?" Liz asked in surprise.

I looked her dead in the eyes and smiled, "I had a date."

"A date?" MJ asked in surprise.

"A date? You?" Flash blinked.

I shrugged, "yeah, she was really cute. Had this whole cat thing going on. But she bailed out on the check, so it wasn't that great a date."

"Get lost Parker" Harry called out.

"Yeah, no, not going to do that," I turned to MJ, "you ready to go home?"

She rubbed her hand, "y-yeah, please."

"Butt out Parker," Harry growled.

"And what? Let you assault her? Yeah right, I thought you were better than that Harry," I sneered, "guess I was wrong."

"Move Parker, or I'll move you!" Harry grabbed my jacket collar.

"I would like to see you try," I glared back at him.

"Harry don't, it's not worth it man," Flash spoke up.

"Shut it Flash!" Harry yelled he tried to pull me up by my jacket collar but couldn't, it was actually a very comical scene if I was being honest. I was holding back my laughter as best as I could, did he really think he could beat me?

"Harry let him go," MJ cried.

"No," Harry growled, "you have been a pain in my side Parker. I don't even know how we were ever friends."

"We weren't ever friends Harry," I told him, "being friends would mean you being my equal. The only thing you're better than me at is buying friends."

Harry's eyes widened in surprise before narrowing in rage.

"Harry no!" MJ cried as Harry punched me across the face. I fell to the ground holding my eye in pain. I hate the fact that I couldn't dodge that.

Flash was in a panic, he grabbed Harry and dragged him to the car, Osborn looking horrified at me on the ground, he went quietly. Harry, Liz and flash drove away leaving me and MJ alone.

I sighed as I got up, MJ already at my side, "oh my God Peter are you alright?! I can't believe he did that!"

"Yeah, well, I wanted him too so it wasn't all bad," I shrugged. I winced as MJ checked my bruised face, "is it bad?"

"It'll bruise," she sighed, "why did you want him to hit you?"

"Because Harry isn't a bad guy," I shrugged, MJ looked confused, "he's human. He has bad qualities, true, but he isn't like a super villain or something. He's just...difficult. I figured if he hit me he would leave out of shock."

MJ blinked, "you know him well huh?"

"Well, he was my best friend," I shrugged, "come on, it's a long way back home, we can catch a bus there," I pointed at a bus stop further away.

We walked to the bus stand and sat, waiting for bus to come. MJ however didn't like the silence.

"What happened?" she asked suddenly.

I looked at her, "what do you mean?"

"You and Harry? How did...how did it go wrong?"

I sighed, I recalled the memories Peter had growing up, it was honestly a sad story. I didn't really like thinking about it, I pretended it never happened, but...I suppose it did.

"I'm a pretty smart guy, you know that right?"

MJ chuckled, "yeah, maybe."

I smiled, "anyway, so I got Midtown Junior High on a scholarship and Harry got in because of his dad's money. He wasn't the most confident guy back then so we were both outcasts. We just kind of clicked I supposed. We were friends for a long time and then...well high school happened.

"People quickly realized Harry was a pushover and very open with cash. Freshman year they started to talk to him, asking him for money and in return they hanged out with him. I didn't like that, I could see what was happening to him but he didn't. I tried to warn him but...guess he never listened. So we just kind of drifted apart.

"Harry did eventually stop bleeding out cash to anyone who asked and grew a spine, I think his dad yelled at him or something. But by then he was already a really popular guy and I was til...well I guess I was still me. He forgot me and I suppose now he hates me."

The bus came and we got in. We sat near the back, there wasn't anyone else there. It was a quiet ride, MJ looked sad, guess the story really drew parallels between Harry and her when it came to abandoning Peter Parker.

"I'm sorry," she suddenly said.

I knew what she was sorry for, so I didn't bother asking what, "it's fine."

"No, it's not. I didn't….I didn't really realise I was abandoning you. I was just so happy making new friends that-"

"-I said it's fine Mary Jane," I snapped.

"No it's not, you hate me."

"What makes you think that?"

"You don't even call me MJ, it's always just Mary Jane," she looked sad. Crap, I didn't think she noticed.

I shrugged, "it's fine. I work better alone anyway. I'm not used to working with other people."

MJ didn't say a thing. We rode the bus in silence. We got home late that night. I was exhausted when I slept in my bed. My head filled with thought.

I had just told the world that Spider-man was real and in a big way. I had just meet the Black Cat and I'm pretty sure she's new to the whole robbery thing, just like me. I also wondered about Harry, should I be worried? No, I don't think I need to be, in the end, he's an asshole, but he's an asshole with a conscious.

Chapter Text

I should have been worried. I should have been so worried.

I woke up the next day expecting everything to be the same. Well, not entirely. When I went down for breakfast I saw the front page of the Daily Bugle that Ben was reading.

'Mysterious criminal destroys block party' was written in bold across the front page. And right below it was a sketched picture of what they thought I looked at.

They got the eyes right, somewhat. But everything else looked like a demon from hell. My jacket looked like it made out of skips, and the last I checked I didn't have freaking claws man!

But I'll be honest, I was pretty damn happy with myself. People knew off me, but they didn't know me. The only thing they knew for sure was the symbol on jacket, people started calling me 'The Spider', pretty appropriate I would say,

at school Harry walked in with his head hung low and walking behind him was his father, Norman Osborn.

I was standing by my locker when I saw him spot me and smile. It was so fucking creepy. I knew how he looked, Peter had met him once before at harry's home back when they were still friends. The man was huge and one can only guess that underneath his suit he was covered with muscles.

I needed a plan to avoid him, or at the very least run away. But I couldn't, because he walking right up at me with Harry by his side. So I instead steeled my nerves and got ready for a confrontation. God help me.

He smiled at me, "Mr. Parker," he extended a hand to shake.

"Dr. Osborn," I replied shaking his hand, "I'm surprised to see you here."

The man raised an eyebrow at his title, "yes well, I came for a more personal matter, may we speak somewhere more private?"

I looked at Harry, he had his head down in embarrassment. I didn't know what was going on, best not to tick him off. I nodded and followed Norman out of the school. We began to walk around the block with Harry trailing behind us a good ten feet.

"I'll admit Peter, you surprised me, how did you know I had obtained a doctorate?"

"I was one of Harry's close friends a year back, I don't think you remember, I was curious so I looked you up. I was really impressed by your paper on mechanical muscle replacement surgery, really cutting edge stuff."

He raised an eyebrow, "you understood it?"

"Using a semi-liquid metal to replace injured or dysfunctioning muscles. The process will involve injecting the affected part with nanobots which will rework the system on a cellular level. But unfortunately you could never get the AI to work, the nanobots weren't smart enough."

Norman smiled, "very good Peter. I'm impressed."

Harry blinked, "what?" he asked in a defeated tone.

"Not now Harry," he dismissed him with a frown before turning back to me and smiling, "you are a bright young man aren't you? I heard from Harry that you are at the top of your class, is that true?"

I narrowed my eyes, he's not an idiot, he probably knew that. So why? Why butter me up? I'm already...oh...so that's why.

I chuckled, "tell me Dr. Osborn, why are you here?"

Norman chuckled, "straight to the point I see. Very well Peter, let's test that brain of yours. Why do you think I am here?"

"You're afraid I'll sue Harry for assaulting me last night," I said bluntly, Harry winced but I ignored him, "you are here to make sure I don't do that."

Norman nodded, "very good Peter. Harry doesn't give you enough credit."

"Thanks, I'll admit Dr. Osborn I was tempted, but it's not worth the hassle," I shrugged.

"Are you sure? From what I hear you're aunt and uncle could use the money," he said in a provoking tone.

He was trying to piss me off, I knew that and I wasn't going to let him. I shrugged, "maybe, but they have morals. It wouldn't be right to do that."

"You would give up making your life easier, just because it wasn't right?" Normal asked.

"How you do it matter just as much as what you do Dr. Osborn," I told him.

"Semantics Peter, if you can save the world and all the people in it, wouldn't you? Even if you had to do something wrong?"

I looked at the man, I could see the twisted sense of righteousness he carried on his shoulder. I can only imagine how much ti would grow once he became the Green Goblin.

"Dr. Osborn, we now are at a population of 7 billion. However it is calculated that the Earth can only provide for 4 billion people. If I killed 3 billion people then I would be saving mankind's future. Does that seem like an acceptable method?"

Normal smiled, "I'm beginning to like you more and more Peter," he took out a checkbook and wrote down something in it. He tore it out and passed it to me, "there isn't much I care for in this world. My son however is one of them. He made a mistake, I hope you forgive his foolishness Peter and put this past us."

I looked at the check. Twenty thousand dollars. I gulped, I could do so much with this money. Create an actual Spider-man costume, get a better computer, so many things! But...but I couldn't, I won't be pitied, not by anyone and especially not by Norman Osborn.

"Thanks Dr. Osborn, but no thanks," I pushed the cheque to him.

"This can help your family a lot Peter, is your pride really worth their suffering?"

"It's like you didn't even listen to me," I rolled my eyes, "I told you, the methods matter as well as the result. Tell me, if the situations were reversed would you do it? Would you throw your pride and listen to some man who thinks you're worth a piece of paper and some ink? What about the Osborn pride? Would you do this?"

Norman looked stunned. He looked at me and then the cheque with an open mouth before he smiled. He threw his head back and laughed. I looked at Harry questioningly, he shrugged, guess he didn't know what was going on either.

"You are a remarkable young man Peter," Norman took the cheque and tore it into pieces, "I'm sorry to have insulted you with this gesture. If you truly don't wish to make repression for Harry's actions then I will believe you. If you ever need anything from me Peter, just ask. Have a good day," he turned and walked away, glaring at Harry, "we'll talk more at home."

"Y-yes father," Harry nodded, refusing to meet the man's eyes. A limo down the street pulled up and Norman got it, driving away.

I looked at Harry, "you're dad's kind of intense huh?"

"You have no idea," he replied. Believe me Harry, I think I do.

I went home that day exhausted. Colleen was really pushing me in the dojo, by now I was very efficient with the katana, I was fast and precise, and while I couldn't take on Colleen herself, I was quickly becoming one of the best in the dojo.

As I sat in my basement lab though that night I was burdened by money. I just let twenty thousand dollars slip out of my hands. And because what? The guy who will one day become my arch enemy offered to pay me off?...Actually no, that's a very good reason.

But money still bugged me. May and Ben were barely making ends meet. Ben was working two shifts and me spending almost all my money on Spider-man stuff didn't leave much for me to spend outside.

I needed to make money, but how? My first thought was to make something freaking amazing and patent it. Peter was a genius, and I wasn't an idiot either, surely we could think of something right?

But no, every idea I came up with was either too expensive to research, too complex to be marketable or too stupid. Don't even get me started on the business side of things, patenting alone will cost 300$ and I needed money now!

There was no way I was ever going to resort to taking pictures of myself and selling them to JJ. Honestly journalism was dying and secrecy has no place in the modern world. Everyone has a cell phone, if I was to venture out into the light with the suit on I would be an internet meme in seconds.

There were other jobs though, such as online marketing and white hat hacking, where one is hired by a company to try and hack into their serves, if you do and if you can help them patch their server up they would be more than willing to pay you generously. Only problem, I wasn't sure Peter's skills were good enough.

So I was basically fucked. I had no skills I could market and no way to make money. I was tempted to just steal the cash, just break into one of the many GST warehouses I knew for a fact had stores of cash and steal it all. But, once more, stupid morals got in the way.

I could make investments in companies I knew for a fact would be huge in the future...but once again, I need capital for that to happen.

I sighed, I walked upstairs to ask aunt May what I should do when I found her glued to the TV.

"Aunt May, what's going on?" I asked.

"It's terrible Peter, some kind of fight broke out!" she cried pointing to the TV. I turned and gasped.

It was a news coverage of a battle happening in the middle of Madison Avenue. I saw a man dressed in metallic armor with a green cape around his shoulders raising his hands into the air throwing lightning out in arcs.

Suddenly a fire bolt came flying down and crashed into the man. However the armored man grabbed the fire bolt and threw him into a big giant orange rock thing and-wait, that's The Thing!

My eyes widened, "aunt May I have to go back to school, I forgot something. I'll be back in an hour or so!" I yelled out as I ran to my basement ignoring her cries for me to stop.

I grabbed my costume and put it on, in a minute I was dressed in my costume, web shooters ready and fully loaded. I snuck out of my home and jumped from tree to tree, hiding in the shadows until I was far away to swing away.

That was Doom, the man with the green cape. And fire ball wasn't a ball of fire, it was The Human torch, Johnny Storm. The Fantastic Four got their powers a few weeks ago, guess Victor Von Doom did as well. And now they were tearing up the city, I needed to help them, to stop Doom.

I swung out of Queen within ten minutes, my heart was pounding, excited and dreading the coming fight. I don't know why I'm doing this, the FF can handle Doom, right? They are the good guys, they don't need my help.

Then….no, I have to do this. I need to get my name out there in the public eye, Spider-man needs to step into the light and be seen as a good guy. The FF have been many things, but the one thing they are always known for is being a hero, and if I make my debut with them? There would be no question of what I wanted to do.

I swung into New York for the first time, the tall buildings were perfect for my kind of fighting. I swung around to Madison avenue just as a car came flying at me triggering my spider senses.

'Seriously?!' yelled out as I let go of the web line and landing on the hood of the car flying backwards. I looked down and saw Doom right before me and I got an idea.

I launched two web lines onto the building on my sides and slowly the car began to slow down in moment, before it started to drop down I pulled the strained web lines, launching myself and car like a rail gun right at Doom.

"Incoming!" I yelled. The Fantastic Four all turned and gasped at the car flying at Doom. Johnny flew out of the way as I came flying at Doom. I jumped off the car onto a building side as the car collided head first with Doom exploding into a ball of fire.

I sighed and slowly crawled down to road level and signed, "damn, didn't think it would be that effective."

"Holy shit man! That was fucking awesome!" Johnny Storm, the Human Torch, called out as he landed next to me switching off his flames, "who are you man?!"

"Yes, I think we would like to know as well," Red Richards, Mr. Fantastic, and Sue Storm, the Invisible Woman, walked up to me with curious faces.

"Ah...I'm a friend?" I shrugged.

"We mean do you have a name?" Ben Grimm, the Thing, asked.

"Ah, well," I pointed at the giant Spider on my jacket, "I'm Spider-man."

"Lame!" Johnny snorted, "who wants to be called a spider?"

"Oh really? And what's you're name flame breath?"

"I'm the Human Torch!" Johnny grinned.

"Really? You do know you're basically calling yourself a walking flashlight right?"

Susan snorted in laughter, Reed smiled as well. Ben however gave a full blown laughter, "ha! He's got you there punk!"

CRASH!

We turned to see the burnt wreckage of the car flying away to one side and out of the fire came Doom. I gulped, I looked around, people were in the corners, they were afraid, I could see the cameras pointing at me, guess it's official, I'm Spider-man.

"We need to get him away from the people," I told them, "he's causing too much damage."

"Anyone got a bright idea?" Johnny asked as he flamed on and floated in the air.

"His powers are plasma based right?" I guessed looking at the lighting around his body.

"Yes, he also has a very advanced suit of armor in hand, probably one that rivals Stark's," Reed informed.

"The river," I told them, "we can short circuit him in the river."

"Right, Ben, do you think can drag him into the East River?" Reed asked as he stretched his body and arms closing them into fists.

"No problem stretch," Ben grinned cracking his fingers.

"Sue, we'll provide back up, Johnny can you keep him distracted with fire balls?"

"You betcha!" Johnny cried out flying off.

"I didn't mean now!" Reed growled before he turned to me, "Spider-man, think you can help out?"

"I would be happy too," I nodded as I jumped up on a light pole and swung into action.

"Hey Doomey!" Ben roared as he charged him like a tank, "it's clobbering time!" He brought his fist down, over Doom. The man stood still and took the hit as the road below him cracked.

I heard his scoff, "pathetic as always Ben Grimm," He then sent out a bolt of lightning that knocked Ben on his ass.

"Hey Victor!" Johnny called out, "eat this!" Fireball after fire ball came at the man. But Doom didn't even bother moving. He stayed where he was and let the fire bounce off his armour.

He chuckled, "Johnny, Johnny, Johnny, always the weakest one," he snapped his fingers sending out a bolt of electricity that hit Johnny in the stomach and sent him flying back.

"Johnny!" I cried out as I swung towards him, grabbing him by the arm and landing on a nearby rooftop. Johnny had luckily flamed off by that point, I slapped him hard across the face, "wake up man! Wake up!"

But it was no use, Johnny was out cold, Doom had overcharged his nervous system and knocked him out.

I turned back to the battle and saw Sue stopping Doom's lighting by erecting a barrier around herself and Reed. But stray streams of power were getting dangerously close to the civilians, I needed help them, just one opening and they can take him out.

I looked around the roof, I needed to insult him but how can- I paused looking at the air vents. This building was huge, it gave off an obscene amount of heat through the vents, in order to keep the vents intact it would have to be insulated to some degree. It wasn't perfect, but it was what I had on hand.

I ran to the air vent and punched the bottom half, tearing it off at the bottom. I pulled it loose and carried it under my arm as I stepped onto the roof edge. I took a deep breath and sighed, 'here goes nothing!'

I jumped down and swung up high like a pendulum. I let got of the web at the cruxes of my swing, right over Doom's position.

"Yo Doom!" I cried out as I began falling down right at him holding the air vent before me, "bit me!"

"What is-" he looked up surprised as I slammed into him, pinning him down with the vent. I was thrown to the side from the impact, my bones hurt like hell. I think I broke...everything, through sheer will I got back on my feet and looked up at Doom getting up, the air vent now covering his body.

"What kind of stupidity is this?" I asked as he began to flex his arms. I saw the vent being ripped apart at the seems so quickly I set my web shooters to hard webbing and spun it around the event keeping it intact.

Doom tried his best but found he couldn't break the webbing, "what madness is this?! How does a web hold back Doom?!"

"You're about to find out pal!" I yelled as I jumped up as punched him across the face, only to hear something snap.

"Argh!" I yelled, of course he's basically indestructible, he took a hit from the Thing! What did I think was going to happen?

"Clever child, but none shall escape Doom!" he yelled as I saw plasma sparks run off his body, but suddenly they disappeared. He looked down at the vent and chuckled, "of course, it's insulated."

"Which means I can do this!" Reed yelled as he grabbed Doom with his giant hand and threw him into the air.

"I got him!" Sue yelled out as she captured Doom in an invisible ball and flew him over to the East River. I blinked as I watched her go, why was everything suddenly all red? Why...oh, I'm bleeding from my skull...what fun.

I closed my eyes and fell back on the broken debris as I heard Ben's voice yell something out. The FF could do the rest, I need to sleep.

Some time later:

I blinked awake and looked around. I was in a room with wires attached to me and a monitor attached to my chest. I moved around for a bit and felt pain shoot through my body. I looked down, I was wearing my pants, but my shirt and jacket were neatly folded and kept on the side.

I reached up and touched my face, no mask, shit! I looked to the side out the window and saw I was on a really high up floor, maybe the 200th? So it wasn't a hospital, thank god for small miracles. If I was in a hospital I would be so fucked! Goodbye Spider-Man hello SHIELD detention facility.

The sky was darkening, it was late, maybe 8 pm? Was I asleep for an hour? I got off the bed and winced in pain at the feeling of my body move. I was bruised all over my body, but luckily it didn't feel like anything was broken.

"All I'm saying is we should at least hear the guy's story first before we throw him out on the curb!" Johnny Storm entered the room followed by Reed and Sue.

"We aren't going to throw him out Johnny it's just-" Sue stopped as she turned to me and smiled, "ah, you're awake then."

I nodded, "yeah, guess I am."

"Dude! I didn't think you would be awake so soon!" Johnny cheered, "but ah, I don't think you should be walking just yet."

"No, it's fine, my body can heal itself pretty quickly," I told him as I removed all the wires attached to me, switching off the heart monitor, "so...I'm assuming you already did a facial search?"

Reed nodded, "we did, hello Peter."

I winced, "damnit, there goes my secret identity."

"Hey don't worry, we won't tell anyone, right guys?" Johnny asked his sister and Reed.

"Of course, you helped us out with Doom it wouldn't be fair if we didn't at least returned the favour," Sue smiled.

"I still believed we should have called his aunt and uncle, they would be worried sick about him," Reed argued.

"Please don't," I told him, "I can manage them, they don't need to know about this part of my life," I grabbed my shirt and put it on. As I did I noticed Susan Storm's eyes pinned to my abs, I couldn't help but smile, guess I was hot huh?

"So wait why did you just jump in like that?" Johnny asked, "I mean don't get me wrong, I appreciate it and all that, but why risk your life?"

I shrugged, "people were getting hurt, I had to do something. I really doubt this is in Tony Stark's radar. He's probably off saving the middle-east or something." Plus I need the good press, but better keep that part to myself.

"So you just swing in? All the way from Queens?" Reed asked surprised.

"My uncle has a saying, with great power comes great responsibility," I put on my jacket and zipped it up. Tucked into its pockets I found my web shooters, phone and mask, "I have the power to help people, to save lives. Why shouldn't I?"

"Because-" Reed began only to stop, he thought for a moment before shrugging, "I honestly can't think of an answer for that."

"Would you look at that, I managed to stump the great Reed Richards," I chuckled as I turned on my phone to find two miss calls from my uncle.

I immediately called him and spoke, "hey Uncle Ben."

"Peter? Oh thank God, where are you Mr.? Do you know how worried your aunt was?"

"I-I sorry uncle Ben, Marcus called me over, he wanted me to help him out with a chemistry test tomorrow and I...I'm sorry."

"It's fine Peter, though when you get back we need to have a serious talk about this new attitude of yours," Ben's voice was soft but I could hear the edge to it, "I'm assuming you've already had dinner?"

I blinked, I looked at the clock on my phone and cursed, it was nine already. I sighed, "ah, yeah, Marcus' mom made us some pasta. Tell Aunt May I'm sorry, I didn't mean to worry her." I spent a few more moments promising to be home early before hanging up.

"You're a very good liar," Reed narrowed his eyes.

I nodded, "not something I'm proud off."

"How long have you been...well, been Spider-Man?"

"A month or so," I shrugged.

"Wait, seriously?" Johnny asked blinking, "but I've literally never heard of you until today."

"Did you hear about the Hulk in Harlem?" I asked.

"Yeah, but what does that have to do with you?" Johnny asked.

"You were there," Susan suddenly spoke out, "you helped the Hulk take out Abomination. I saw you on TV, a red hoodie and blue pants right?"

I nodded, "yeah. I've also been working a lot behind the scenes as well. Nothing big, just busting a block party here, being a pain in general to the drug rings of New York. You know, the usual."

Reed looked suspicious, Johnny looked impressed and Susan gave me a smile which made me wish I still had my adult male body. Stupid teenage hormones!

"Hey Peter," Johnny grinned as he swung his arm around me, "you hungry? Cause I'm hungry."

Reed's stomach growled just then causing the man to chuckle, "yes, maybe it's best we eat something. I'm sure Ben has reached her by now anyway."

"Great! Let's go!"

Johnny lead my out of the room and down a hallway. I found myself in a clean white hall, we walked past several rooms filled with tech, I could identify some of them on sight and I swear the Peter Parker inside of my was scream from a giant nerdgasm.

"Damn, this place is amazing," I commented looking at the rooms, "a quantum slicers, gene identifier, a cyclotron and….why do you have a car battery?"

"Oh, that's mine," Johnny shrugged, "that's my lab," he pointed at the one with the battery, I noticed it also had a 3-D printer and a couple of sketches drawn up and posted on the walls, "it was the first battery I ever fixed, kind of like my inspiration."

"The Baxter building is our father's building," Sue explained, "he believed gathering the brightest minds under one roof will lead to discoveries beyond our wildest dreams. Each scientist was give a workstation to use and in return any invention they make is co-owned by them and the Baxter foundation."

I whistled, "damn, that's pretty amazing. But ah, I can't help but notice you guys are kind of running low on lab techs. Or did they go home after the lighting guy came knocking?" I asked, not mentioning Doom's real name because for all intents and purposes the public didn't know who Doom was, hence neither did I.

"His name is Victor Von Doom," Reed explained, "and he is...was, my friend."

"He used to work with us, in this place, over the years the Baxter building has started to loose its members," Susan admitted, "we have enough funding, but people these days are more interested in making money working for place in Oscorp or Stark industries than work here."

"So ah...why exactly is he pissed at you?" I asked as the hall lead out into a giant living space with a living room, kitchen, dining room, gaming area with bean bags and a library with shelves across the far wall.

"He's just pissed because Reed's better than him," I heard a rough voice call out from the couch. I saw Ben Grimm reading an extra large newspaper on an industrial sized metal chair. It didn't have any cushions, though I doubt he would need it.

"Peter, this is Ben Grimm, you don't have to be afraid," Reed told in a gentle calming voice.

"Yeah I figured," I shrugged, "since you know, he tried to save the city instead of electrocuting it."

"Ha, I like this kid," Ben chuckled as he folded the paper and got up, "so, I hear you're some kind of superhero?"

I nodded, "yeah, well, trying to be."

"I'd say you are judging by the way the news is talking about you," Johnny called out as he turned on the TV displaying the news. It was about the attack, and more specifically, about me.

"Police have yet to identify the red jacket wearing hero, though some claim it is the same one who helped stop the Hulk's rampage in Harlem a month ago," a crude picture of my in my first costume showed up near the anchor's head, "many people have coined the name 'Spider-Man', alluding to the logo spray painted on his jacket. No one knows who he is or what he does. We went to the streets to find out people's opinions of New York's newest hero's."

The NEWS showed variety of people, interviewing them and asking them what they thought about me.

"I don't know, but I think he's here to help. He got knocked out pretty fast, so I'm kind of worried for him. I don't think the hero business is his thing," a black man commented.

"I think heroes are over rated, we don't need them here! Ever since they came here villain's have followed, and I can promise you this boy will only lead to more problems!" an old lady claimed.

"He's a hero," an older man wearing a camo jacket commented, "I respect the fact that he just leap into action without a second thought. He's a bit reckless, but I think his heart's in the right place."

"He looks cool," a young boy admitted.

People kept commenting, I honestly felt like blushing. They were praising me, calling me a hero for crying out loud! Some didn't approve, they called me an unwanted vigilante, but most didn't seem to care. Guess I was right about getting good press by being seen together with the FF.

"They're right you know, you are inexperienced," Reed groaned, "you are reckless and you just jumped into the battle without thinking."

"He was just trying to help Reed, cut him some slack," Susan snapped.

Immediately Reed backed down, "s-sorry."

Sue huffed, she turned to me and grinned, "don't worry about it Peter, things like this take time. Heck, we aren't even super heroes but people are still calling us that. Johnny, what's that ridiculous name they have for us again?"

"The Fantastic Four sis, and for the record, I don't think it's stupid," Johnny grinned, "I kind of like it."

"Ha! Of course you do," Ben chuckled, "hate to break it to you kid, but we ain't heroes."

"Actually Ben, you kind of are," I spoke up, "this was all of your first appearance in the spotlight. From now on people are going to expect you to fight to save lives, you're just going to have to deal with it."

"Is that why you chose to remain behind the scenes for so long?" Reed asked.

"Yup," I half-lied, "it's easier to work in the shadows than to be outed and have expectations dropped on you like that."

"Understandable," Susan replied looking nervous, "well look at it this way, at least now the Baxter building is getting free advertisement. Maybe we can finally get some people in here and working."

I smiled, "yeah, I don't think you'll have a problem in that front anymore."

"Well...I suppose people might be calling us the Fantastic Five now," Reed chuckled, "I don't really think they know we aren't together."

"Damn, maybe you should issue a press release or something," I chuckled. I looked at the TV screen and suddenly a question came up, "why aren't they surrounding the building? Don't they know I'm in here?"

"No," Reid replied, "after you fainted Sue turns you invisible and brought you here. Don't worry Peter, you're perfectly safe here."

I sighed in relief, "thanks Sue, I owe you."

Susan smiled, "forget about it."

"Can we get something to eat? I'm hungry and it's been a long day," Ben grumbled.

"Yes, of course," Reed agreed as he walked to the kitchen.

"Well I guess that's my cue to leave," I spoke up.

"No wait, didn't you tell your uncle you already ate? Are you just going home without dinner?" Susan asked.

I blinked, "you are scary observant."

"Yeah she is," Johnny grumbled, "but seriously man, stay!"

I shrugged, "well, okay, only if I'm not bother you or anything."

"Trust me kid, it's no bother at all. You're probably be the most normal person in the room," Ben grunted out.

I chuckled nervously, "don't beat on that Ben. So ah, what happened to Doom anyway?"

Ben sighed, "we managed to get him into the East River as planned and he electrocuted himself. He was unconscious, but instead of going to jail he was sent home."

I blinked, "what? Why?"

"He's technically the prince of Latveria, as such he has diplomatic immunity," Reed growled, "he got off scoot free."

"Damn," I grumbled, "that sucks."

"So what's for dinner?" Johnny asked rubbing his hands greedily.

"We have," Susan opened the fridge door and bent down to the bottom rack. I couldn't help it, my eyes were drawn to her ass as it stretched her blue uniform to it's limits. Damn I love spandex.

Johnny slapped me up the head, "dude, eyes up front."

I grumbled, "yeah, fine."

"We got pizza!" Sue cheered holding up fives boxes of frozen pizza, "Johnny, will you do the honors?"

"My pleasure sis!" Johnny took each pizza one by one out of the box and set it on fire. It hissed for a moment burn out all the coldness before leaving behind a steaming, if slightly blacked large meat lovers pizza.

We grabbed plates and sat around the dining table. Ben sat down on his industrial chair, and we ate, and ask we did I told them my life story. Well...some of it anyway.

"So wait, a spider bite gave you your powers? That's stupid man!" Johnny cried out.

"It wasn't an ordinary spider Johnny," I shrugged, "it was genetically altered and radioactive. I was able to overwrite my genes and change me on a cellular level."

"How do you know that?" Reed asked.

"Oh come on Reed, you must have seen my report card when you did a search on me right? What did it say?"

"Above average student, exceptional in studies and subjects that interest you," Read narrated.

"So you're smart?" Ben asked.

"I'm no Susan Storm or reed Richards, but I can hold my own," I shrugged.

"So wait, the spider bite gave you advanced agility and the ability to shoot webs out of your hands?" Susan asked.

"Oh no, not at all. Actually the web thing was my own invention, I created a formula that solidifies when exposed to air, creating a web like substance. And I use these," I lifted my sleeves displaying my web shooters, "to launch the web lines."

"Amazing, you invented those? All by yourself?" Reed asked.

I shrugged, "well it was either this all a grapple hook. And believe me I can't do half as amazing things with a grapple than I can with my webs."

"Damn Peter, that's impressive," Johnny whistled, "I mean I'm kind of an inventor myself, so I can understand the difficulties in creating something so amazing. Good job kid, good job."

"Hey, don't call me kid, we're the same age firebutt," I growled.

"And what do you mean you're an inventor?" Susan scoffed, "the only thing you invented is a hair gel to didn't burn when you went all flames."

"Hey! Don't diss my invention! Next thing you know thousands of firemen all over the country will be lining up to buy my stuff! You'll see!"

"Yeah, or we can use it to grease up engines."

"Hey! My beautiful hair gel is not a replacement for engine grease!"

"Then why does it look the same?"

"Why you little!" Johnny growled punching Ben's arm only to cry out in pain, "I hate you!"

I chuckled at their antics, guess I know why they were such a good team. They were more family than friends.

Slowly they all calmed down. I helped clear up the plates, washing them in the sink with Sue. I kept trying to sneak in a quick peek at her amazing behind but Johnny also caught me, stupid fire breather.

When we were done the FF and I were gathered around in the living room and Susan spoke, "Peter, how would you like a job here with us?"

I blinked, "super hot lady saw what now?"

Susan chuckled as Reed and Johnny glared at me, "I'm serious Peter. I saw your test scores, impressive. And from what you've told us about your invention, well there is certainly promise to say the least. I told you, the Baxter Building is a place for geniuses to learn and grow together, I think you'll do great here, don't you?"

"I-I don't, I don't know if I can live up to your expectations," I gulped replying honestly, "like I'm already busy, I have school training and Spider-man stuff I don't' know how-"

"You don't have office hours in a place like this Peter," Reed spoke up, "we make our own times. Sue and I practically live here, but Johnny roams around a lot. We only expect one thing out of you, improvements in science."

"You get final say on anything you invent," Sue continued, "we'll decide together if we will release what we discovered or not. You'll have a lab and funding for your projects, along with some cash as a monthly salary. Heck maybe you can even make some gizmos to help you out when you're out as Spider-Man."

"And if you're really desperate for an alibi while out fighting crime, you can always just tell your folks at home you were here working on a project," Ben suggested.

"Yeah! That's brilliant rock brains!" Johnny cheered, "and we can like totally team up all the time! Fantastic Four and Spider-Man saves the day!"

I blinked as I looked at them all. Johnny was the one who looked most hopeful, Sue looked confident while Reed just smiled. I couldn't really tell with Ben's face, you know, because of all the rocks, but it looks like he was smirking.

"I would be honored to work with you guys," I said finally, "believe it or not, I really needed a job. Both for the cash and as an excuse to be Spider-Man. This would be perfect."

"Great! Welcome to the Baxter Foundation Peter," Sue stood up, I did as well and we shook hands, "I'll get the paperwork started. Maybe it's time to go home, it's getting late and you're aunt and uncle are bound to be worried."

My eyes went wide I looked at the clock, it was ten, "oh shit!" I jumped over the couch and put on my mask, "it was amazing meeting you guys! I'll see you tomorrow!" I pushed opened the balcony door and jumped out, swinging across the New York skyline.

"I like him," Susan smiled.

"Yeah you do," Johnny teased, "judging by the way his eyes were attached to your spandex covered behind I would say he likes you a lot."

"Johnny!" Susan yelled.

"I'm going to bed, night," Ben grumbled.

"Same," Reed got up and left, "I'll see you all tomorrow."

After Reed left Johnny turned to Sue, "think he's jealous?"

Sue blinked, "what? Who? Reed? Why would he be jealous?"

Johnny blinked, "you know sis for a pretty smart girl you sure are dumb."

I got back home changed into my normal clothes and meet my aunt and uncle. And surprise surprise, it was yell o'clock. They must have been on my case for over an hour. I swear I must have gone deaf for five minutes somewhere in between.

"So what do you have to say now Peter's" Aunt May asked as she finally winded up the lecture.

I looked her straight in the eyes and without blinking replied, "I got a job."

They blinked, they looked at each other and then at me. "What?" Uncle Ben asked.

"Okay I'll be honest, thing about Marcus? It was a lie. I really went to Madison avenue to see the Fantastic four fight Doom. Dont' worry I stayed as far away from the battle as was possible," I told them sensing another round of yelling coming my way, "I helped clean up after it was done, Johnny Storm saw me, we talked. Then his sister showed up and she invited me over. The reason I'm so late is because I spent the evening at the Baxter building trying to impressive them enough to get a job."

Ben was the first one to speak, "that's amazing Peter! I'm so proud of you!"

I grinned as he grabbed me into a tight hug. I winced from the pain but kept my mouth shut. Can't let them know I'm bruised like an apple.

"Peter you didn't have to do this," May said, "we have more than enough money, you should be more focused on living your life, not getting a job."

"That's just it aunt May, I am living my life. The job is going to be inventing for a living! I'll co-own all the patents I make, I'll have my own lab, and what's more I'll be getting payed! It's perfect aunt May!"

She sighed, she looked like she was going to object once more but Ben stopped her, "May, it's fine. The boy is old enough for a job, and it's lucky he found one that suits his talents. Peter, I'll be honest, lying to us wasn't right, it was elfish and disrespectful, but I understand why you did. You're good kid Peter, and I know you'll make us proud."

I smiled, "thanks uncle Ben." I knew I wasn't done, there would be more yelling, more arguing. I'm sure one day they'll ask me to stop going just because it'll be too dangerous. But for now, right this moment I was happy.

Spider-Man was born, I had a job, a family and a life. I was finally getting used to being called Peter Parker. Who knows, I just might end up being an amazing Spider-Man. Ha ha, puns!

The next day at school I had a kick in my step. I couldn't help grinning like an idiot. I woke up early today morning and went full on Peter genius mood. I had a portfolio with a list of ideas I could make with the FF's help. I really, really wanted to impress them.

Though sadly school did come first. Damn Aunt May, I already had a job, why must I persist on this infernal hell?!

Okay, moving away from the melodramatic for a second, I'll admit, school was important I can't just skip it.

So now I find myself reluctantly sitting down for first period English. Harry kept looking at me from the corner of his eye, I didn't know why, hope Normal didn't ask him to spy or me or anything, that would be a pain in the ass.

MJ and Liz were gossiping with the rest of the popular kids, same as usual, and Flash was napping off in one corner.

"Alright class settle down," the English teacher walked in, "now before we begin I would like to introduce a new student joining us. I understand it's late and she will have a lot to catch up on so I hope you'll all be supportive. You can come on in Ms. Hardy."

My brain hit pause and then reset as all my scientific ideas went out the window. The door opened a girl walked in with grace and poise. Her hair was silvery blonde, let loose as it framed her face and reached to her lower back. She wore blue jeans that were tightly framing her legs, a loose white shirt and a black leather jacket.

She looked bored, like she would rather be anywhere else but here. She grumbled, "yo."

I blinked, huh….I actually forgot about her.

Chapter Text

Chapter Text

Monday was the 31st, also known as Halloween. But to me it was just a normal day. I walked down for breakfast but was surprised to see Ben and May dressed up. May wore giant Minnie Mouse ears Peter had bought for her on their day in Disney world and Ben had a fake giant beard and a fake set of glasses with a giant nose on.

I blinked looking at them, "so...I'm guessing we're in the holiday spirit?"

"Peter? Why haven't you dressed up?!" May smiled, "it's Halloween young man!"

"Aunt May aren't I getting a little old for dressing up?" I asked as I sat down for breakfast.

"One is never too young to act their age my son," Ben said in a mystical voice.

I raised an eyebrow, "Gandalf?"

"No, just a smart ass," Ben grinned.

"But seriously Peter you loved dressing up for Halloween!" May exclaimed.

I nodded, "yeah, but...I mean...I don't even have a costume."

"Like that has ever stopped you from dressing up," Ben laughed, "I'm sure you can throw something together Peter, just use your imagination."

I shrugged, sure, I could do that….or….

I walked into school and head turned. I walked with a swagger in my step grinning under my mask as I saw people gasping in surprise. I wore a costume alright, my costume.

"Spider-man?!" Flash, dressed up in his own homemade Spiderman costume, gasped as I walked past him.

"Not quite," I chuckled as I pulled the mask off realing my smiling face to a very disappointed Flash, "like it? I made it myself."

"You don't deserve to wear that costume," Flash growled.

"Like I care what you think," I rolled my eyes walking past him.

"Spider-man is a hero Parker! He's brave and amazing, something you aren't and never will be!"

I raised an eyebrow, "damn Flash, since when did you start liking Spider-man?"

"Since ever," he growled as slowly people started to surround us, "he saved a friend of mine from getting mugged. There was a gang in my neighborhood that hurt people, he stopped them. He's a freaking hero Parker, you aren't."

I raised an eyebrow, Flash lived in the bad part of town? I never would have guessed. I shrugged, "you know Flash, for someone who admires a hero who doesn't like bullying, you sure do a great job in being one. Tell me, do you think Spider-man would like to have someone like you be his buddy?"

Flash paused as he started blush, "s-shut up Parker! You don't know shit!"

"Maybe, but atleast I'm honest with myself," I walked away leaving an embarrassed Flash behind.

School today was a little more interesting seeing people dressed up. I passed by a chemistry teacher dressed up as a water molecule, it was funny and creative. There was a guy who dressed up as a banana and another guy who dressed up as a monkey. They took one look at each other and smiled before the monkey started to chase the banana through school.

First period was history, one I shared with everyone else. I walked in and saw Liz was dressed as an angel with a little pair of wings and a fake halo on her head. MJ seemed to have planned out her costume with Liz as she wore a devil costume with a fake tail and red horns while Harry was dressed as a 80's bike gang member.

They all noticed me and blinked.

Harry looked me over, "woah, that's one cool costume, who is it?"

"Parker," Flash growled from the side. Guess he was still pissed at me calling him out.

I took off my mask and wave, "hey everyone. Nice costume Liz, I see it's opposite day as well."

"Shut it wimp," Liz shot back.

"You look good Peter," MJ spoke softly, blushing, why is she blushing? Oh well.

"Thanks MJ, you're one hot devil," I winked as I sat down in my seat. MJ blush was so red it matched her hair, but she quickly squashed it down, listening to her friend's bitch about me.

Felicia soon entered the room, took one look at me and stopped in her tracks. She blinked once, twice and then walked in sitting down next to me.

"No costume?" I asked.

"I'm too old to place dress up and pretend to be someone else," she replied back.

"I didn't expect the girl who went on and on about choosing to be a different person in life complain about wearing a costume."

She smirked, "Muscles, Felicia Hardy is my costume," she looked me over, "nice one. Did you make it yourself?"

"Yup. Like it? I tried to match the original as best I could."

"And you couldn't do anyone else but Spider-man?"

"Why don't like him?"

"He has… a special space in my heart," Felicia shrugged.

"You really should have dressed up Felicia," Harry said from behind, "you know, you would be perfect as the Black Cat!"

That grabbed both our attention. Felicia looked surprised, so I asked for her, "Black Cat? Who's that?"

"She's like this big time thief man!" Harry explained, "she like steals from the rich and stuff!"

"Yeah, and she like wears this sexy little outfit showing off her goods so that the people chasing her get's distracted!" Flash said with a pervy grin that Liz noticed and smacked him up the head for it.

"Yeah, and what's more she like had silver hair! You would be perfect for it Felicia!" Harry grinned at her.

"Sound's stupid," Felicia grumbled putting an end to the conversation. She then looked me over once more, "why don't you take off your jacket? It's warm enough right?"

I blinked, she was right, I was starting to feel a little warm, the school did have internal heating after all. I shrugged as I unzipped my jacket and pulled it off folding it over my arm rest.

Slowly, silence. I blinked looking around and realised everyone had stopped chatting and was now looking at me. I blinked and looked down, was there something on my shirt?

"That's why I call you Muscles," Felicia spoke out loud gaining everyone's attention. I looked at her, she was smirking as she stripped me with her eyes. Yup, she's definitely not gay.

I blinked, oh shit. I was wearing a muscle shirt underneath the jacket, like I usually do. So right now my spider powers enhanced body is being displayed to everyone in the class. My muscles had grown a little in size, but they were shredded and tight from constant use while I'm out fighting.

"You really shouldn't wear bulky clothes Muscles," Felicia said, her perverse smile still there, "it's a crime against humanity to keep that body hidden."

"Damn, I'll say," Zack, the few gay guys in school, whistled.

I blushed, I couldn't help but feel embarrassed. I glared at Felicia but the girl just laughed it off. She didn't even look sorry, bitch.

For the rest of the day I was constantly stared at by people. Mostly girls, though a few guys did look as well. I noticed MJ didn't really seem phased by this, she did after all see my topless before, but Liz looked like I had just broken her world.

Needless to say I couldn't wait for class to be over that day.

Felicia, MJ and I went into our regular coffee shop for out after school studies. We sat down and began to work, I was once again wearing my jacket and Felicia sighed heavily until I asked her what the matter was.

"Well, it's just so sad. My only piece of eye candy is gone," Felicia sighed, "that jacket deserves to be burnt."

I growled, "I hate you."

"No you don't."

"She's right though Peter, you really should wear less bulky clothes," MJ shrugged, "you have a great body, you should show it off."

"Hm, Red's right. Although I am curious, why weren't you shocked when the frog turned into a handsome price?"

MJ stammered, "n-no reason."

I chuckled, "that's because she already got a free show before."

"Hey! That was over a month ago!" MJ protested.

"Oh? Does that mean you want to take another peep Peepers?" I asked laughing hard.

Instead of looking embarrassed MJ gave a very saucy smile, "I wouldn't say no to that Tiger."

"Tiger?" Felicia whistled, "nice nick name, you know what, I like that, Tiger" she purred the 'R' seductively.

I raised an eyebrow, "you want a peek too?"

She shrugged, "I wouldn't mind."

"Well I'm not that kind of man young ladies," I huffed, "if you want some of this you best wine and dine me or no deal!"

"So all I need to do to make you put out is to take you out for dinner?" Felicia raised an eyebrow.

"Ah….I plead the fifth?"

MJ smirked, "alright, you're on."

I blinked, "say what now?"

"A date, let's go on a date, right now," she closed her books and packed them, "I'm not in the mood to study. So, what do you say? Lunch and then a movie?"

I didn't even have time to respond when Felicia spoke up, "so what, you're just going to leave me behind and go off on your own?"

"Do you plan on coming with?" MJ asked.

"You know what, yeah, I'm coming with you," Felicia smiled, "you're not getting rid of me that easily."

"I-I," I gaped like a fish, "do I get a say in this?!"

"No," Felicia smirked, "now pack up Tiger. I'm hungry for some Italian."

"Oh I know a place down the road, best pasta I have ever had," MJ said as she grabbed my bag and Felicia dragged me outside the coffee shop.

"Hm, sounds good, lead the way."

I blinked as I was dragged along. I'm either the luckiest guy in the world or the unluckiest.

We walked to the restaurant and got a table for three by the street window. I blinked looking at the menu, it wasn't expensive, but it would end up putting a dent in my wallet. I hadn't gotten my first month's salary from the FF yet, so I had to keep everything limited, but I suppose a date with two beautiful women counted as a reasonable expense.

We quickly placed our orders, I sighed as I leaned back on my chair, "so, why did you want to go out for lunch?"

"I just felt like it," MJ shrugged, "besides, you said you wouldn't give me a look unless I took you out on a date, so here we are."

"You know you act differently when you're not with your entourage Red," Felicia commented.

MJ shrugged, "what do you mean?"

"You're not a stuck up bitch."

"W-well, I suppose," MJ didn't really know what to say.

"She's actually always like this," I told the platinum blonde, "it's only with those idiots does she act different."

"Peter that's rude," MJ huffed.

"What? They are idiots," I shrugged, "Liz is a drama queen, Flash is a hypocrite and Harry...well, you already know how he reacts when people don't do what he asks."

MJ sighed sadly, "yeah, you're right about Harry, but Liz and Flash are better than they seem Peter, trust me."

I shrugged, "we'll see."

"My my, all this teenage drama, I'm so happy I get to be a part of this," Felicia said rolling her eyes.

"Why don't you tell us a little bit about yourself Felicia?" I asked, "I mean, I don't actually know anything about you."

She raised a single eyebrow, "like what?"

"Do you like milk chocolate or dark chocolate?"

"Milk."

"Pepsi or Coke?"

"Coke."

"Scooby or Shaggy?"

"...who?"

"You know? From Scooby-doo? The kids show?"

"Oh, sorry no, I don't do kids shows."

"So what did you do when you were a kid?" MJ asked.

"Stuff."

"Like?" the red head seemed curious.

"Well...gymnastics for one."

"You're a gymnast?" MJ asked surprised.

"She does have the legs for it," I snorted. MJ glared at me while Felicia just smiled.

"Why Tiger, I never knew you were so bold," Felicia smirked, "didn't I tell you to stop perving on me?"

"I will when you stop stripping me with your eyes," I shrugged.

"You both are incorrigible," MJ sighed.

"Oh, is the little red head feeling left out?" Felicia chuckled, "don't worry, I'm sure we'll have more than enough time for you later."

"I hate you," MJ growled.

"No you don't," Felicia sang like a melody as she quietly checked out MJ's ass. MJ didn't notice it, but I did, Felicia definitely liked girls.

The date was weirdest one I have ever been on and the first one Peter Parker has ever been on. Well I suppose it wasn't really a date, more like an excuse to hang out. Felicia kept teasing MJ and I while we did our best to get her back, unfortunately the cat was too quick to catch off gaurd.

We finished lunch, I payed for half the meal while Felicia and MJ covered the rest. We then decided to go watch a movie, but one look at my watch and I realised I was late.

"Have somewhere you have to be Tiger?" Felicia asked as we walked down the road.

"Yeah, my self defense class is going to start soon," I replied with a shrug.

"You're taking self defense classes?" MJ asked in surprise.

"Yup," I nodded.

"Well well well, looks like the best friend next door doesn't know everything after all," Felicia smirked as MJ blushed.

"S-sorry," MJ apologized.

"Don't be, you were busy, I understand, it's fine," I shrugged.

MJ looked released but Felicia just chuckled, "oh no, 'it's fine', you're really in trouble now."

"What do you mean?" MJ asked.

"When a guy says it's fine or don't worry about it, it actually means he's going to fucking lose his patients and wants you to shut up or get lost. It's basically their version of...well I suppose women says 'it's fine' as well with the same meaning behind it."

I blinked, "huh, I never thought of it that way."

"Wait it's true?!" MJ shirked, "so all those times you said 'it's fine' or 'don't worry about it', you were actually pissed?!"

"Well...not all the time," I shrugged, "sometimes I really just didn't care."

"Oh my God," MJ bleached, "I've been a horrible friend."

"Hey don't worry about it, it's fine-I mean...you can always do better later," I shrugged.

"You mean that?"

"I don't see why not," I shrugged, "anyway Felicia, tell me, why exactly are you so determined to make-"

A police siren cut me off. I turned as saw a large 16 wheeler truck off in the distance take a turn into the 278 Highway with four police cruisers going after it in full speed. I felt something off, it was like there was going to be dangerous...I needed to help.

I turned to the two beautiful girls I was with and sighed. I understand why Peter sometimes wished he could stop being a fucking hero all the time.

"Sorry ladies, but I need to cut this date short," I said, "I really do need to go to my classes, I'll see you both tomorrow?"

"Wait, you're seriously just going to leave?" Felicia asked surprised.

"Yeah, my sensei is kind of a hard ass when it comes to discipline, don't want to piss her off," I lied.

"Well, okay I suppose," MJ didn't really feel like objecting.

"You do realise you're standing up two beautiful women right?" Felicia raised an eyebrow.

"Yeah, and trust me, I feel horrible," I sighed walking away, "I'll make it up to you both, I promise!"

"Bite me Parker!"

"Sure! Anything you want!" I smiled back before running off. I ran a block away, after making sure they weren't in sight I ran into an alley way and took out my mask. One great thing about Halloween? I was already in costume.

I put on my mask and web shooters, sticking my school backpack onto the wall with webbing. I jumped up and landed on the side of the building, crawling to the top. I jumped off the side and swung away towards the highway.

I quickly spotted the truck on the highway, it was going towards a tunnel. I swung towards the other side and waited for it to arrive. The moment it did I jumped on and clung to the sides with vigor, holding on for dear life as the truck's horn deafened my hearing.

'What is in this thing?!' I asked myself as I crawled slowly to the side, doing my best to not slip off. I could hear the police sirens in the back, and suddenly there was a loud horn, I snapped my head forward and saw the truck ram into a car throwing off to the side.

My eyes widened in horror, the man in the car was definitely dead, I swear I saw blood. I need to stop this guy, now!

I crawled to the driver's seat and looked inside seeing the driver holding his side as it bleed out into his hands.

I knocked on the door, the man turned and a threw a punch, shattering the glass and clocking him cross the jaw.

His hands feel of the wheel and I grabbed it, holding it steady with one hand as I pushed the driver off the seat with my other. I crawled in through the broken window and put my foot on the brake, slowly bringing the truck to a halt on the middle of the Highway.

I put the handbrake, took out the keys and snapped them in half to make sure they could never be used again. I turned to the unconscious driver and sighed, throwing him over my shoulder I jumped out of the trunk and walked out.

The police cars were stopped behind the car, the officers spotted me and quickly drew their weapons, "stop! Don't move or we will shoot!"

"Relax, I'm one of the good guys," I called out, "this guy's the driver, he's bleeding, will probably need medical attention and fast."

The officers blinked in surprise as they noticed the man I was carrying. A man with blonde hair and a greying jacket stepped forward, "everyone lower your guns, there's no reason to get an itchy trigger finger."

The policemen looked conflicted but slowly did so. I sighed, "thanks. I'm assuming you're in charge?"

The blonde man nodded, "yes, I'm captain Stacy and you're Spider-man yes?"

I paused, Stacy? As in Gwen Stacy's dad? Honestly I'm no longer surprised. But if he's here then where is...later, I'll deal with that later.

"Spider-man?" Stacy asked once more, raising an eyebrow at my silence.

"R-right, sorry, you remind me of someone I used to know," I told him, "this guy need help, fast."

"The ambulance will take too long, Rogers, St. Matthews is right around the corner, drop him off and get back her," Stacy ordered one of his men.

I gave the injured driver to an officer who struggled to lift the large man's weight, but eventually managed to put him in the back of his cruiser before speeding off.

"What happened here?" I asked turning to the captain, "where did they steal this thing?"

"I don't have to tell you that," Stacy shot back, "I appreciate what you're trying to do kid, but this is police business, you have no place in it."

"Right…." I blinked, I looked at them, they didn't look happy. I sighed, "fine, if you ever need me, shine a Spider in the sky or something."

I moved to leave when suddenly the truck started to shake. I stopped and every cop there drew their weapon. The truck's trailer began to shake from side to side and suddenly;

DUN!

I saw a giant hole imprinted onto the trailer's door from the inside.

DUN!

I gasped, something was coming, and fast. I spun my webs, creating several concrete hard lines from the light posts on either sides of of the highway. I really hoped that can be use some time.

"Everybody get down!" I yelled as suddenly;

DUN!

The doors were thrown off their hinges and flew over our head. My eyes widened in horror as a giant walking tank jumped down from the trailer, cracking the road. It was huge and grey, layered with tank armour, twin machine guns attached to it's side, a missile launcher on it's back and a horn the size of a man on it's semi-humanoid body.

I realised who this was, 'The Rhino,' one of Peter's most popular foes. It looked the version seen in Amazing Spider-man and on it' side I saw 'HammerTech' spray painted in bold white letters.

"Fuck me," I gasped seeing the size of it.

I heard it's mechanics whir into life as it turned towards me. The cockpit of the machine opened up revealing a butch looking man with a flat face, grinning like a madman. "I am the Rhino! Don't get in my way!"

He got on all fours, the machine calibrating itself. He then kicked off, charging forward. I saw Stacy freeze in shock as Rhino charged right at him.

"Look out!" I yelled webbing Stacy and pulling him out of the way just in time as the Rhino tore through the police cruisers. I turned to Stacy, on his back, "are you okay?"

"Y-yes, thank you," he muttered.

"No problem," I looked around, no one else seemed injured. I saw the Rhino jump lanes, landing on the other side of the highway with a crash so loud I was afraid the highway was going to break down. It looks like he was trying to escape, damn him.

I ran forward and jumped up onto a lamp post, I threw two web line and snagged them around the Rhino's torso, suddenly I went flying forward as the Rhino jumped off the highway and into the streets below.

'I need to stop him!' I pulled myself forward on the web line as he charged into the busy traffic filled street. People yelled in fear as they jumped out of their cars and ran as the Rhino tossed them aside with his horn.

"Hey grey boy!" I yelled, but he didn't respond, couldn't he hear me? I landed on his back and crawled towards the cockpit knocking on the glass, "hello? Anyone there?"

"Get off!" Rhino roared.

"Sorry, can't do that," I covered the glass with webbing in hopes of blinding him.

"Foolish boy, I can still see!" He laughed, shaking his head, luckily I held on tight.

'He must have cameras,' I realised, looking around for a camera and spotted three. One below the horn and two on his shoulders'. I quickly fried off three globs of webbing and covered them up.

"What did you do?!" Rhio roared

"Just a little something I whipped up," I adjusted my webbing to its hardest setting and crawled to it's under belly, launching them at his legs, pinning the armour to the road. It tried to move, but the surprising resistance and the forward movement caused him to trip and fall down.

I jumped away, quickly covering his arms and wrists with webbing and just to be safe I also covered his gun nozzle and missiles as well. Time to finish this. I grabbed a sewer lid with my webbing and pulled it forward. I held it over my head and brought it down hard like a guillotine over the glass.

"Stop it!" he roared, "you're destroying everything!"

"Not everything, just the suit," I growled as I brought it down again and again. The sewer lid was slowly bent inwards, but I could see cracks growing on the glass, it was tough, but soon it shattered.

"AH!" the man cried out, I think he got some glass in his eyes. I reached in and felt for a manual override, for a system like this there would have to be one in case the pilot got stuck inside. Finding a lever I pulled it on the back of the armour hissed opening up to reveal the leather coat wearing criminal inside.

I grabbed him and pulled him out. I was right, the shattered glass had cut his cheek. I looked him over and growled, "who the hell payed you?"

"I-I don't know what you mean!"

"You're not smart enough to steal tech like this, let alone use it. Who. Payed. YOU?!"

"I-I don't know! I swear!" the man cried out.

"You see this?" I pointed at the sewer cover now bent in half and the shattered Rhino armour, "that glass is supposed to handle a missile fire. I broke it and a bent sewer cower in half while doing so. What do you think I can do to you if I tried?"

"I don't know! Please don't hurt me! I didn't' do anything!"

"You didn't do anything?!" I roared turning him around, "look at what you did! Look at the people you hurt!"

A block of the city roads were destroyed. Car flipped over, people hurt, I wanted to help, but this man came first.

"I-I'm sorry! I didn't mean-"

"I'm giving you one chance, tell me everything, or I will make sure that every person here who you hurt will get a pound of your flesh to hang on their wall. And if I run out I'll use your bones."

"H-his name was Gentle, that's all I know! He told me his client wanted to hire me and my guys to steal a few things! He gave me everything! Cash, the truck, everything! He's the guy you want!"

I narrowed my eyes, "who hired him?"

"He didn't say! He just told me the guy was powerful and smart! He got us things we have never even seen before! Tech so advanced it was like we were dealing with alien shit!"

I narrowed my eyes, "where is it now?"

"In out hideout! I swear that's all I know! Please don't hurt me!"

I growled, "give me a location," he blabbered it out. I grabbed him by the collar and threw him into the air. I waited until the last moment to catch him with my webbing and strick him up like a fly caught in a spider's web.

I quickly got of the Rhino armour and ran to the injured people.

"It hurts!" a man pinned under a car cried out as people tried to lift it off him.

"Here let me," I walked up to them and grabbed the car and lifted with my legs, "pull him out! Quick!"

"Grab him!" Someone said as the people pulled the pinned man out.

I dropped the car with a huff, the man said his thanks, but I didn't respond, already on my way to another crisis.

A car had been flipped over and set on fire. It looked like it was about to explode and people couldn't get near it to save the unconscious people trapped inside. I quickly threw my webs onto the flame suffocating it. I then grabbed the car doors and ripped it off it's hinges, grabbing the mother and son and pulling them to safety.

It was longer to clean up the mess Rhino made than to actually stop him. It was so much easier to break than fix, people were hurt, the fight lasted for only a minute or so but so many people were hurt.

I did what I could, used my webbing to stop people from bleeding out, swung the really hurt ones to the nearest hospital, so on and so forth.

I noticed several Ambulances had arrived, but I didn't' stop. There were still people to save. It took nearly an hour for everything to be handles properly. I helped where I could and soon I realised people were staring at me. They were snapping pictures, whispering. I even saw a few news stations pointing their cameras at me.

"Spidey! Can we have a word?!" a news reporter asked.

"Sorry, no time," I told her, swinging away quickly. I quickly grabbed my school bag and swung my way towards Manhattan, their hideout was there. I found it quickly, found it hidden away in one corner, but it was easy to spot if you knew what to look for.

I snuck in through the window and crawled in. It looked like a gang of raccoons lived here, covered with trash and pornos. I moved past all that though and looked inside, finding a room that was cleaner than the rest.

It had a board with details of the heist put up. The truck to be used, what was to be stolen, the time and location of when to best make the heist. Everything. Sadly though didn't tell me why they suit was being stolen or for who.

I took out a mini SA out of my pocket and enlarged it to scan the entire board in one go. Never know when these things might be useful. I then looked around and found a table filled with the most advanced weaponry I have ever seen.

Night vision goggles, stun guns and sub-machine guns. Magnetic shoes, laser cutters, there was even a decoder box, something used to open high end safes. I figured the thieves had moe tools on hand and these were just the ones they didn't use.

I grabbed the night vision goggles and the decoder box, I can use the former when I'm going out in the dark and the latter could provide me with a clue.

Sneaking out the way I came in I swung towards the Baxter building and quickly went into my lab. I put the goggles aside and began to experiment on the decoder box, trying to figure out it's programing and what made it tick.

Just then Reed walked up in, he was surprised I was in costume but didn't comment on it. He looked at my table and blinked, "is that a decoder?"

I whistled, "you figured that out with one look?"

"Yes, what are you doing with it?" Reed asked.

"Did you see the NEWS?"

"You mean you taking on that armoured thief? Yes, I saw it. Sue was worried sick to be honest, Johnny however didn't seem to care, said you knew what you were doing. It looks impressive, I would love to get a good look at that thing. It's hydraulics are amazing, to allow something that heavy to jump so high? They're probably suing some sort of superposition liquid to…." I stared at him blankly, he blushed and rubbed his neck, "sorry for nerding out there."

"Relax, I'm a nerd too in case you didn't notice," I smiled back, "but yeah, the operator told me he was hired by someone. I found his hide out and took this," I tapped the decoder, "apparently his employer gave it to them to use. I'm trying to see if I can find a clue about it's production, something like this, bound to be expensive and noticeable."

Reed hummed as he looked it over. I had taken it apart, he quickly put it back together and connected it to my desktop computer. He quickly accessed the root system and sorted out through tens of gigabytes, finally arriving at the factory production details.

We skimmed through the basic details when Reed spotted it, "there," he pointed on the screen stopping the flow of data.

My eyes went wide, "holy shit." Staring at m in green letters were words I hoped I wouldn't see.

Oscorp Industries

"Fucking hell," I hissed, "not him."

"Oscorp huh, I didn't peg Norman Osborn for corporate espionage," Reed humned.

"What do you mean?"

"That suit they stole? It was Hammer's response to Stark's Ironman suit. Needless to say it wasn't anything great, but nobody knew that. Now since it's been exposed and stopped by some kid that shoots webs, the value for it to be a weapon of war just went down the drains. Hammer's stock is falling as we speak. If Osborn did do this then...well, I suppose it's because he wanted to shame Hammer."

I blinked, "that makes sense, but without proof I can't do anything," I hummed, "but why? What does he gain? Are Oscorp and Hammer Industries completing over some kind of military contract?"

"I don't know," Reed shrugged, "if they are they it's not public knowledge. But ever since Tony Stark became Iron Man there has been a race in arms, people want the suit, heck the congressional meeting in Washington scheduled for a few days from now addresses directly that. Companies want the latest toys and if they think someone is going to get it first you can be sure as hell they'll do anything to stop them."

I groaned, it made sense. Only question is, if Hammer was making the Rhino armour, what was Oscorp making? Flashes of a green suit and a glider flashed in my head, I really, really hope this doesn't mean Norman's going to go green any time soon.

I worked in the lab a little while longer before going home for the night. The next day at school Spider-man was once again the talk of the school.

I sat down in my history class and noticed a few kids looking over Flash's shoulder at a video showing me fighting the Rhino. Flash cheered as I broke the cockpit open pulling the man out.

"That's how it's done! You see that! That's a hero right there! He took him out in under a minute!" Flash cheered.

"Yeah, he's pretty cool," Harry admitted with a grin.

"He like broke into that guy's cage and threw him out! Did you see the way he like pinned that thing to the ground?!" Flash sound ecstatic, I smiled, nice to know I have such a loyal fan. I took my seat and Flash quickly spotted me.

"Hey Parker! You see this? This is what a real hero looks like!" Flash called out.

I rolled my eyes, "yeah Flash, I know."

"Do you think he can take on Iron Man?" Harry asked, "he probably could right?"

"I don't think so," Kong shrugged.

"Are you stupid! Of course he can!" Flash yelled out, "he's the coolest guy ever!"

"No, he can't, he won't a second against Stark," Felicia spoke out, I looked at her and gave her a smile, one she returned with a grin.

"You're crazy Felicia, of course he can!" Flash yelled out, "Iron Man's cool and all, but take that off and what is he?"

"Genius, billionaire, playboy, philanthropist," I spoke the iconic Avenger line without thinking. It just felt so natural.

"Shut up Parker," Flash growled, "he's a goddamn hero. Look at this! Tell me this doesn't make him a hero!" Flash shoved the video into my face, "he took that guy down in seconds!"

I shrugged, "impressive, but that doesn't make him a hero Flash."

"What?!"

"Peter you literally dressed up like him yesterday," Harry looked confused, "and now you're saying he isn't a hero?"

"I never said he wasn't a hero, I just said stopping that thing doesn't make him one," I grabbed the phone and played the video past me fighting Rhino, to when I began helping the injured people, "he fought that thing for what? A minute? That's great and all, but look at this, really look."

The class watched the video of me helping people out, lighting the car and then moving on to pull people out of a burning car.

"You see this? He did this for over an hour. He saved so many lives. This is why he's a hero, not the bing flashy stunts, any glory loving idiot can do that. But this? This is Spider-man and this is why he's a hero."

I tossed flash his phone and turned away. The others quickly went back into their own corners while Flash just stared at his phone in deep thought.

"That's pretty mature of you Tiger," Felicia purred.

I rolled my eyes, "I think I prefer Muscles."

"No, Tiger is a much better nickname. I really need to thank Red for it," she turned around to spot MJ gossiping with Liz, "when she stops acting like we don't exist."

I shrugged, "visa vi, that is life. Sorry about yesterday, I didn't mean to cut our date short."

"It wasn't really a date, you do know that right?" Felicia smile.

"Maybe one day it can be a real one then," I smiled as we got settled for class.

The week was a slow one, I mostly spent my time dealing with homework and bad guys on the street. A couple of times I help swing injured people to the hospital if the ambulance couldn't get there on time. I took extra care with people like that, often times not even swinging on my webs.

And on Friday I sat down with Ben and May and watched the Stark Expo Live. The camera faced the stage and I saw the roof open up and Tony land in the center in full gear. He smiled, gave his speech, made his jokes.

And just like that, Iron Man 2 had begun.

Hey guys, I need ideas for story points, I have around 20 chapters planned out in advanced, ending near the Avengers story, but after that I'm drawing up a blank, so please suggest some ideas.

Chapter Text

Monaco happened on Sunday. I saw Whiplash take on Tony and get knocked out. And I heard about the killer birthday party he threw for himself, even though it wasn't actually his birthday. He acted like a man who had a few days to live, since he didn't know otherwise.

On Monday my homeroom told us the entire class would be going to the Stark expo on Friday for a field trip. Everyone was happy, me? I knew I was fucked.

That entire school week I was a wreck. I spent most of my time in the Baxter building creating weapons I could use to subdue the drone army that I knew was going to be unleashed upon the people.

I created a EMP gun so powerful it could fire their systems, a new batch of concrete webbing twice as strong as my last batch and just in case I also had Johnny on Speed dial. He didn't know why, but promised to come if I really needed him.

On Friday I came to school wearing my black muscle shirt and tights under my normal high school attire. I had my Spider-man jacket and web shooters inside a hidden compartment in my bag, just in case.

Class went by as usual, and after school ended we all gathered into a school bus with Mr. Dunkan, our English teacher, to set off for the expo.

I sat next to Felicia, she looked at me and huffed, "nervous?"

"Yes," I didn't bother denying it, she was much to observant for that.

"Why?"

"Because It's a Stark expo. Have you seen what's happened to him lately? The guys out of hand. I wouldn't be surprised if by the end of the day the suits of armor became sentient and started attacking everyone."

"Damn Parker that's dark," Flash laughed, "and you said you weren't funny. There's no way that can happen!"

I rolled my eyes, "better safe than sorry Flash." I felt my back pack, the weapons I made were there. Sue was really concerned I was using Baxter time to make weapons, but after explained to her what I was afraid off she was more understanding, though a little concerned about my paranoia.

We reached the expo and got off. We got a guide to take up through the expo, each room at a time. And then we got to the main attraction. An exclusive press release by Hammer Tech in the Stark Expo main auditorium.

We were seated near the back with the VIP's taking up the front few rows. I could almost feel the trap being laid out. I can imagine the drones coming out of the stage and killing so many people. I needed to do something.

I got up from my seat and tried to sneak away.

"Yo Parker! Where do you think you're going?" Flash asked drawing everyone's attention to me.

"Bathroom," I replied.

"What? Hell no man, sit down!"

"Do you want me to pee myself Flash?" I asked not bothering about the embarrassing notions the line carried.

"I-ah," Flash stammered.

"Peter I really must insist you sit down, this is a very exclusive event I don't think they'll even allow you to leave," the teacher told me as slowly I was forced to sit down.

"You aren't' actually going to piss yourself are you?" Felecia asked.

"No," I grumbled.

MJ sat down besides me, "hey, are you okay? You really don't sound too good."

"I'm fine, just nerves I guess," I shrugged.

"Alright...if you're sure."

Soon the event began with Justice Hammer taking center stage. He gave a long winded speech about how his dick was bigger than Tony's or something like that. And then, he introduced them, the Hammer Drones.

Army, Navy, Airforce and Marines, each unit had eight drones. And then he brought out the War Machine unit. Everyone cheered at the patriotic activities, everyone, except me.

And then suddenly, Iron man came flying in and people lost their shit. They cheered for him, Tony was whispering something to Rhodes and suddenly all hell broke lose.

Tony took to the skies and the air force drones along with the War Machine unit followed him. The glass ceiling shattered raining glass on everyone.

"Get down!" I yelled as I grabbed Felecia and MJ and pushed them down, covering them with my back. The glass rained down hard, I could hear people yelling pain. Luckily for me, my bag took the sharp edges into it's stuffing.

I got up and saw the rest of the drones slowly make their way down the platform and into the crowd. They didn't seem to be focused on killing people, that was good. But in their fight with Tony people are bound to get hurt.

I looked around, "is everyone alright?!"

"I-I think so," Harry whispered.

"Mr. Dunkan is hurt!" someone cried out.

I cursed, out teacher had gotten a shard of glass stuck into his back, he was on the ground withering in pain. Liz was by his side holding him, tears running down her face.

"What happened?" MJ was horrified.

"He tried to shield me!" Liz was crying, "he saved me!"

They looked scared, horrified even. But now wasn't the time for this, I knew that. I turned to Flash, "Flash, carry him."

"What?" he asked shocked.

"We need to get out of here, the drones are coming right at us!" I pointed to the marching army of drones. People were already running away screaming, "carry him on your back, now!"

"But I-"

"-Flash! Please!" Liz begged.

"Of course!" he nodded as we carefully put him on Flash's back. I looked around, Tony was flying through the air, the drones following him.

"We need to hide, anywhere but outside, the drones are after Iron man, not us," I told them, "we move out and run away from the expo, got it?!"

"Yeah," Harry agreed. As one we all took off, rushing out into the open air.

I grabbed my phone and speed dials Johnny. In two rings he picked up, "hello, what's up?"

"I need you, now!"

"Dude, I appreciate that, but I'm not-"

"-Not the time Johnny! People are dying out here! I need you to flame up and get down to the Stark expo now! Bring the others if you can but don't let the slow you down! Quickly Johnny!"

"Right!" Johnny hung up, I prayed my friend would get here on time.

"Who was that?" Felicia asked as we ran down a flight of stairs.

"Back up," I whispered. I searched for a place to change, this was the perfect time to slip away and try and stop these things. But drone weren't my specialty, I couldn't break them before they riddled me with bullets. Sadly Spider-man can't help now.

Suddenly a drone came flying out of the sky and landed in a ball of metal before us. The girls screamed as everyone jumped away. I stared at it, the arms were ripped apart, the wiring came undo and the internal working were seen clear as day. I quickly got an idea.

I ran to the drone and grabbed its arm, ripping it free from the rest of it.

"Peter! What are you doing?!" MJ cried out.

"Trying to save us," I told her as I analyzed the firing system and found the ones that dealt with firing the machine gun attached to it's arm. I grinned, "perfect."

"Parker! Get back!" Harry cried out as a drone landed next to me. I moved, lifting the broken arm I had on hand and pointed its gun at the drone, I hotwired the system causing the machine gun to automatically fire, ripping the drone to shreds in seconds.

Finally there was nothing left, the drone fell back, it's head ripped clean off. I panted, throwing the now useless arm aside before walking back to the the teenager staring at me, "let's go."

They nodded as began to run away. More drones came out of the auditorium. They launched missiles at Tony, most however failed to reach him, instead falling down into the crowded people covered street.

"We have to stay away from them! Move to the sides!" I yelled out. They listened and ran. But suddenly another squad of drones came out and intercepted us, standing before us like guards.

My eyes widened as they looked down and the whirling of guns being loaded as heard. I opened my bag ready to pull out my web shooters, damn the consequences, when suddenly the drones were bathed in orange flames.

"Heya Pete! Sorry I'm late!" Johnny called out as he flew over the drones lighting them all up.

I looked up and grinned, "not a problem Johnny, light these tin cans up!"

"You got it!" Johnny grinned maniacally as he melted the metal on the drones body, reducing them into liquid goo.

I turned to Johnny, "Sue and the others?"

"Are coming, but I won't hold my breath. I'm the only one who can fly and Ben doesn't fit in a car."

"Fine, these guys are trying to get Stark but keep missing, their missiles hit the civilians instead. Think you can blow them up before the hit the ground?"

"No idea, it'll be fun finding out!" Johnny called out before flying off.

I turned to my school mates and found them once again gaping at me. "What?" I lifted an eyebrow.

"Dude! That was Johnny Storm!" Flash exclaimed.

"Yes, and?"

"You know Johnny Storm?!"

I shrugged, "he's a friend from work, now do you want to keep talking, or do you want to save Mr. Dunkan life?"

Flash gulped and quickly nodded. We ran around the melted drones towards the parking lot. People were rushing out of the expo, we were lucky to find out bus quickly.

"So, you work with the Fantastic Four?" Felicia asked as we ran.

"Not with, for," I replied, "and yeah, I do."

"So that's the mysterious job you keep telling us about," Felecia realized.

"Yup, so you get why I don't advertise it."

We got into the bus and quickly put Mr. Dunkan down near the back with Liz to watch over him. We got the driver to start the bus, but before we could start a drone came flying down from the sky, landing right in front of us.

People were yelling in fear as the drone stood up and looked at us.

"Move!" I yelled at the driver, going up to him and pressing down on the gas. The bus roared alive and charged at the drone, pinning him down to the ground as it began firing bullets out of it's machine gun.

"Don't stop!" I yelled at the driver. I opened the door and reached into my grab taking out the EMP gun I built.

The drone eventually managed to grab the bus by the bumper and shove it to the side. The bus skidded and I quickly jumped out and rolled away.

The drone stood up and leveled it's guns once again at the bus, I ran up to it just as it took aim. I leveled the gun at it's head, "hey tin man," it stopped and turned at me, "die."

I squeezed the trigger causing a pulse of electrical energy to it's system short circuiting it from the inside out. It started to jerk it's limbs before suddenly dropping like a sack of potatoes. I was panting hard, I put the gun away and spat on the ground, "fucking robotic piece of shit."

I got back on the bus and looked around, "is everyone okay?"

They were staring, again, I really didn't like this staring thing, didn't they have anything better to do?

"Y-yeah, we're fine," Harry squeaked out.

"Alright," I nodded turning to the driver, "please get us out of this fucked up place."

"Sure thing boss," he nodded driving off into the road. As we left I saw the drone I left behind explode into a giant fireball. Everyone gasped as we watched the Stark Expo turn into a visual representation of hell.

I prayed that everyone in there was alright. I was really regretting not being able to be there as Spider-man, but I knew Johnny and the others could handle it just fine on their own.

"I don't know about you guys, but I'm never going on another field trip again," I chuckled. They all looked at me like I was mad, "what? Bad time?"

Felecia got up, "you noble bastard," she jumped on me, acting on instinct I caught her by hips as her lips suddenly locked themselves over mine. Her fingers ran down my hair and her legs locked around me.

I was beyond surprised but shrugged it off, wrapping my arms around her, pushing into her lips. She moaned, licking my lips to gain entry, attacking every corner of my mouth she could.

"Damn," I heard Flash whisper.

Finally she broke the kiss and pulled back, a line of saliva bridging the distance between our lips. She was panting, emerald eyes looking deeply into my own, "damn."

I agreed, "damn."

"You're a good kisser."

"Thanks."

"Want to do it again?"

I nodded, "oh God yes," I initiated it this time, holding her up with one hand while the other ran through her hair. I think everyone there was looking at us, but I honestly couldn't care less. She tasted like vanilla, I like vanilla.

We drove to the hospital and got Mr. Dunkan into the ER immediately. We were then all brought back to the school where we were surprised to find out families waiting for us.

Everyone got down and quickly ran to them. I was the last and immediately I spotted May and Ben.

"Oh Peter!" May cried out grabbing me into a tight hug, "are you okay? Did you get hurt? Did anything happen?"

"I'm fine aunt May, I promise, everything's fine," I assured her with a smile.

"You sure Pete?" Ben asked.

I nodded, "yeah. We all got out safe. Only Mr. Dunkan got hurt trying to save Liz's life. Guess field trips and I don't get along huh?"

"Peter! How can you make jokes about this?" May gasped.

Ben smiled, "let him be May, you know that's how some people process things." May sighed but nodded.

"Let's go home," May sighed pleadingly.

I nodded, I looked up at the sky and saw a fireball heading right for me. "Actually, could you wait for a second? I need to talk to someone."

"What? Who?" Ben asked.

Slowly everyone turned and watched Johnny fly down and before me. He grinned, "hey, glad you're okay."

"Thanks, how's the expo? How many people got hurt?" I asked ignoring the people staring at me.

"Not many, I think maybe one or two got hit really bad by the drones self destructing, but Ben managed to save them from the worst of it by shielding them."

"The others reached on time?" I was surprised.

"Yup. Sue and Reed managed to stop the whole place from blowing up, I think they got like 50% of the drones offline before they exploded."

"Good, that's good," I nodded, I looked behind me, Ben and May were staring, I smiled, "Johnny, this is my Uncle Ben and my Aunt May. Guys, this is Johnny Storm, part of the Fantastic Four, he's a friend."

Johnny waved, "heya Aunt May, Uncle Ben! Nice to see you! Peter's told me a lot about you! You guys should really stop by sometime! We would love to have you over!"

"Y-yes, thank you," Ben responded while May couldn't bring herself to say anything.

Johnny nodded before turning to me, "anyway I just came to see if you made it alright. I have to go back and help with the clean up."

"Can I do anything?" I asked automatically.

"Yeah sure, we could always-"

"-No, I don't think it's a good thing Peter," May said in a quiet voice, "that's enough for today, let the police handle it."

"But-" I wanted to argue, but one look at Ben and I decided against it, "right sorry."

Johnny chuckled, "well then I'll see you on Monday Pete, take care!" He then flamed on and took off into the air.

I sighed and turned to my uncle and aunt. We moved to leave when Anna and MJ came up to us.

"Anna dear," May smiled, "I'm glad to see Mary Jane's alright."

"Yes she is, thank you for taking me with you, it would have taken much longer if I had to come by the bus. But apparently we have Peter here to thank for MJ's safe return!" Anna exclaimed.

May and Ben looked surprised, "what?"

"He saved us May," MJ whispered, "he saved all of us."

Ben and May turned to me. I shrugged, "great power, great responsibility."

Ben gapped, "Peter, that isn't exactly what I meant."

"No, that's is exactly what you meant, and you know it," I told him, "I just scaled up the model a bit."

"But how?" May asked.

"He used a gun or something!" Flash yelled out. I turned to him and glared, stupid blonde idiot.

"A gun?!" Ben yelled out.

"It's not a gun," I said, sending Flash another hate filled glare, I took out the EMP gu-machine and presented it to them, "it's something I made at work. Sends an EMP strong enough to knock out the drones."

"Peter, why did you even make such a thing?" Ben asked.

"Simple, the last time Tony Stark did anything he was attacked by a madman with lighting whips. The time before that it was a guy in a suit of armor. I figured I shouldn't risk it, after all Hammer tech was the one who designed the Rhino suit, I figured someone might try and pull something in the expo tonight. So….EMP machine."

They all looked at me like a grew a third head.

"How could you possibly know this?" Liz asked.

"I got a job working with Reed Richards, did you really think I'm an idiot?" I scoffed.

"Well I for one am impressed," I heard a familiar voice that sent a shiver down my spine. Norman walked up to me and smiled, "Peter, once again you've impressed me. May I?"

Hes gestured to my EMP machine. I nodded and slowly gave it to him. He looked it over and raised an eyebrow, "I have the smartest minds on the planet working under me, though I'm not sure anyone could have built something so….efficient. Truly impressive Peter."

"T-thanks," I gulped.

"Excuse me, but who are you?" Ben asked standing between me and Norman, guess he noticed how scared I suddenly became.

"Oh, I apologize, I'm Norman Osborn, Harry's father," he gestured to Harry to stood a good distance away looking at the ground like he was being punished, "normally I wouldn't involve myself in my son's life but….well, let's just say I'm glad I did. You are Ben Parker correct?"

Ben blinked, "yes."

"Well you have raised your nephew to be a fine man Mr. Parker. I would offer him an internship at my company, but I don't think he would be interested, yes?" he looked at me and smiled.

I nodded, "yeah, sorry."

"Oh please, it's no fault of yours. It's mine for not recognizing the talent you hold. This is twice I owe you for protecting my son Peter, I don't forget my debts I owe. If you need anything, call," he gave me his card and walked away, "come Harry, it's time for dinner."

"Yes father," Harry bowed, he actually bowed, and followed Norman into a long black limo.

"Well that was...something," Ben cleared his throat and turned to Anna, "are you two ready?"

"Oh yes," Anna nodded, "come MJ, Peter, let's go home."

I nodded, as we walked away though I noticed Felicia talking to a woman dressed in a fine dress gown with a diamond necklace and long silver hair that matched hers. Felicia looked up and gave me a small smile, she waved goodbye before leaving with the woman, who I guess is her mother.

We drove back home quickly, guess Ben was anxious to put this day behind him. Ben pulled up onto the driveway and quickly we got out. MJ gave me a confused look I couldn't quite understand, but she didn't say a thing as she went home.

I sighed, it was a long day, but it was done. I survived it and am now all the better for it. I doubt I'll still be called that skinny weird kid in school anymore, which is both a good thing and a bad. People will notice me now, I can't just sneak out or act weird, I need to be alert, hopefully I can still be Spiderman and Peter Parker.

The next day was Saturday, after begging Ant Man and Uncle Ben, I finally got their permission to go and try and help out in the Stark expo recovery efforts.

I did go, but as Spider-man. I swung into the scene and immediately people noticed me. I walked up to a fire man trying to lift up some ruble out of the way, "need some help with that?"

The fireman smiled, "sure. Think you can handle it?"

"Let's see," I grabbed the concrete and lifted it over my head, "yeah, I think I can."

The man smiled, quickly I became involved with the clean up crew. I helped carry around the heavy stuff, if we managed to find something to hot to touch of dangerous to hold, I would use my webbing to insulate it.

Soon though I wasn't alone, the FF arrived, Johnny flew in, Sue and Reed took Sue's car, a Land Rover, and Ben just kind of walked, which took him a lot longer to reach.

The also began to help clear things out, Sue, Johnny and Ben helped carrying stuff around while Reed and I leant a hand whenever we could.

Around mid-afternoon we had managed to clear everything up, and I was hungry as hell. My stomach growled loudly and the workers there laughed.

We quickly got to eating, Johnny went out and got us take out from a Chinese place down the road. We sat in around with the workers and ate, they didn't treat anyone of us any differently, which was a great thing considering they were literally sitting next to a guy made out of rocks.

"So ah, what's with the name?" John, the manager of the clean up crew asked.

I blinked, "are you asking me?"

"Yeah. Why Spider-man?"

I shrugged, "I got my powers from a genetically engineered spider. Hence, Spider-man. Plus it goes with the whole theme I'm working on, shooting webs, climbing on walls, stuff like that."

"Can you like communicate with spiders and stuff?" one guy asked.

"No."

"So what about you?" they asked Ben, "what do you call yourself?"

"Ben," he muttered.

"No, I mean like you're superhero name."

"Oh...I suppose you can call me 'The Thing', Johnny does that sometimes," Ben shrugged uncaringly.

We talked some more, the FF really made an impression on these guys and in the end I think Spider-man got a few brownie points from the public.

But there was another reason for me to do all this. Every time I found something interesting, like a part of a drone, a still intact arc reactor or anything I think I could use, I hide it away in the sewers. I tid them up in a sack made from my hardest webbing fluid, should last for 24 hours.

I went home at day and waited until nightfall to come back to the Expo. It was empty, the people had all packed it in for the night. I was about to go in and get the items I stashed away when I saw a figure standing on a rooftop overlooking the destroyed expo.

I recognized her immediately, I could know that silver hair anywhere. I landed on the roof behind her startling her to my precise, "hey Cat, fancy seeing you here."

"Spider," the Black Cat nodded, "what are you doing here?"

"I was helping them clear out the wreckage in the morning, I left a few supplies behind. And you?"

"I...I was here last night," Felicia admitted sounding more scare than I have ever seen her before, "my friend and I...we almost died."

"I'm sorry that happened," I apologized.

"Where were you? Aren't you supposed to be a freaking hero or something? Isn't that what you always say? I'm a lowly thief and you're the gallant hero?" she spat out.

She was angry, I knew that, so I let her have that one, "I was on the other side of the city helping where I could. By the time I heard what happened...I really regret not getting here on time."

"So is that why you helped clean out the place? Because you felt guilty?" the Black Cat all but demanded and answer.

"No, not really. I can take the guilt, I did it because I knew it was the right thing to do. People needed help so I helped them. There isn't a deeper meaning for why I do the things I do, I just do."

"Then you're a bigger fool than I thought," Felicia told me.

"Sorry to disappoint you," I shrugged.

Silenced came down on us for a long time. I knew she had more to say so I just waited, keeping silent.

She finally did speak, "there's a guy who was with me. I...I didn't think much of him, he was interesting enough but that day….he saved me. He saved all of us."

I raised an eyebrow, was she talking about me? Oh yeah, she was! I coughed, "so ah, that's nice."

"He's the real hero, not you."

I winced at her tone of voice but shrugged it off, "maybe, he is. What's he like?"

"Kind, he tries to act aloof but I see right through him," she smiled. Right, you can totally see right through me, that's why you have no idea I'm standing right next to you. "He's smart, like scary smart, I almost feel like sometimes I can't even hope to keep up with him. He's brave and loyal and….a great kisser."

I smiled under the mask, "hey, if you like him so much why don't you ask him out?"

Cat looked me and smiled, "maybe I will. Bye Spider, try not to be late next time the world needs saving." She left, jumping from roof to roof. I'll admit, for a girl with no super powers she sure can run.

I went down into the expo to grab the stuff I hide away and swung back home, sneaking into the basement. Everyone was asleep, time to have some fun.

I took a look at what I had. Two forearms from a Navy drone and an Army drone, two arc reactors that have been shut off and one leg from a drone until I couldn't identify. It wasn't much, but it would be enough.

I began first with the arc reactors. I needed to find out how they worked. I knew two things, one, it was radioactive, I knew as much since Tony was dying from having it inside his body for so long. And the other, it can produce high amounts of energy.

It took me all night, I think it was around 4 in the morning when I finally began to understand what Tony had built. The radioactive material would first break down and be spun around to collide into themselves.

It means there are charged particles moving in a circle, contained by a magnetic field. High-energy particles usually have high energy because they're moving very fast, and magnetic fields can curve the motion of charged particles. Curving the particles' motion into a circle keeps them in one place long enough to get them to collide.

This also produced gamma rays as a result of the molecules colliding and releasing a loose neutron. There was a complex radioactive decay going on inside the arc reactor itself, one that I was just starting to understand.

This in the end increase the motion of the magnetic field, alternating it as the lose neutrons began to move around. This in turn cause the magnetic superconductive wire to generate high amount of alternating current.

I finally put down the arc reactor and sighed, rubbing my head. I'm so glad it's Sunday because I'm exhausted. I hide the 'acquired' items away. I could fit the arc reactors in the loose floor board I used to hide stuff, but the others were too big. So I just shoved them into storage. Ben and May rarely come down here so it was relatively safe.

I slept until noon and got up exhausted. I wanted to go back down to get back to work but when I did I found Anna and MJ sitting in the living room, chatting with May and Ben.

"Morning guys, how've you been?" I asked yawning.

"Ah, so he finally stirs," Ben chuckled, "morning champ, up late?"

"Yeah, working on a new project," I admitted freely, "hopefully I can get it to work."

"Peter, why don't you take MJ and talk to her for a while. Anna, Ben and I have something to discuss," May oh so subtly pushed MJ my way.

"Ah, right, come on MJ, I need to get something to eat," I grumbled walking to make myself some cereal.

MJ sat next to me watching me munch down on my brunch. "So ah, you and Felecia huh?"

I shrugged, "I don't know."

"You don't know? What do you mean you don't know?"

"She just kissed me," I shrugged, "didn't plan on it or anything."

"But you kissed her back!" MJ yelled out. Our relatives looked at us, we lowered our heads and whispered.

"Yeah well, why wouldn't I? It's not like I have girls lining up to kiss me. I take what I can and besides, she's pretty cool, you think so too right?"

"I-I….you still kissed her."

"Yes, yes I did. Why? Did you want me to kiss you instead?"

MJ looked away pissed, she didn't say a thing. I sighed, "sorry MJ, just teasing."

"It's fine," she shrugged.

Just then my phone began to ring. I picked it up, "hello?"

"Peter, it's me Marcus! Colleen sensei is having another training session, you coming or what?"

I blinked, "wait, today? I didn't know! How much time do I have?"

"Can you be here by 2?"

"Yeah I can but," I looked at MJ and sighed, "sorry I'm actually with a family friend. Rain check?"

"Damn, sensei won't like this man."

"I know, tell her I'm sorry." I sighed, "bye Marcus."

"Bye man," he hung up.

"Who was that?" MJ asked.

"A friend from my dojo, he wanted me to come over for a training experiences, I told him I couldn't," I took the used bowl and washed it.

"You didn't have to do that for me," MJ whispered.

I shrugged, "don't worry about it. Anyway, want to go up to my room?" MJ nodded, I guided her upstairs and closed the door behind me. She plopped down on my bed while I sat on my desk chair.

"So how's life?" I asked her.

"It's….weird to be honest. Friday was so freaking weird. I mean one moment we were on a perfectly ordinary school trip and the next..."

"Do you want to talk about it?"

"What's there to talk about?" she asked with a shrug, "robots attacked us, Iron Man flew in and saved the day and you basically made sure everyone I knew didn't die and saved our lives."

"I didn't do much."

"Peter you single handedly took out a drone, and if you hadn't called in Johnny Storm, who you're buddies with by the way, then who knows how many people would have died? Face it Tiger, you're a hero."

I chuckled, "thanks MJ, I'm glad you think so."

"What do you mean I think so? I'm not the only one! I was on the phone with Liz all day yesterday, the whole school knows about you Peter! They all think you're a hero! Hell I heard Liz mention half the cheerleaders like you now!"

I blinked, "huh….well that's interesting."

"Yeah," she looked unsure of herself and I honestly felt bad. She wasn't a bad person per say, just a little childish.

"So MJ, are you going to audition for the school play? I heard they begin on Monday right?"

MJ looked surprised, "y-you remember that?"

"Of course I do silly, I'm still you're friend right?"

"Y-yeah, right."

"So? Are you?"

"I don't know Peter. Liz keeps telling me it's a bad idea and I'm not going to like it. It's supposed to be long and gruesome and-"

"-Of course it's a long and tiresome task MJ, it's not worth doing if it was easy! But that's no reason to give up!"

"But Liz said-"

"-Liz doesn't know you, I don't think she bothered to even try, because if she did she would know how much you want this. So shut up about what Liz thinks and tell me what you think."

MJ was silent, she looked hard pressed for an answer before sighing, "you're right."

"I know I am," I grinned.

"Careful Tiger, girls don't find an ego impressive," she snorted.

"I'll keep that in mind."

"It's just," MJ sighed, "she wanted to focus on Homecoming instead, said we barely have any time left to prepare. She and Flash are going together but I'm not sure I'm even going at all."

I raised an eyebrow, "holy shit, that's right, Homecoming's this week. Damn, I actually forgot about that."

"Really? You did? Oh what am I saying, of course you did," MJ rolled her eyes.

"I'm surprised someone hasn't asked you out yet."

"Actually Harry did ask me out but...I'm not sure if I should go."

"Really? Osborn? Again? You do know they are all creepy little shits right? Harry might be decent enough, but his dad's totally up the walls fucked up."

"Really? How do you know so much about him?"

"I used to be his BFF remember?" I scoffed, "his dad always gave me the creeps, now ever more so."

"Because he showed interest in you?"

"Exactly. He saw me as a toy to add to his collection, nothing more. He treats people like toys to be added and I...I don't want Harry to think of you the same way."

"Peter he won't, he's not that bad."

I shrugged, "so you say...anyway, are you going to accept or what?"

MJ shrugged, "I don't really know."

"Alright tell you what, if you want I'll take you to Homecoming, only if Harry's too much of a pain to deal with. What do you say?"

"What about Felicia?"

"I don't know. That girl's complicated, I doubt she actually likes me let alone wants to got to Homecoming with me," or rather I know she has a thing for me, but I can't act on it unless she admits it. Stubborn Cat!

"Of course she likes you Peter, why else would she make out with you?"

I chuckled, "because she was turned on by what I did? Honestly I really doubt she's into the whole serious romance angle, and I highly doubt she wants to go to some dance. So? What do you say? Want to go to Homecoming with me?"

MJ blinked, "I-I, ah….tell you what, you talk to Felicia and I'll talk to Harry, if neither of our dates are like we want them, then we'll go together. Deal?"

I grinned, "deal. Now, what exactly are you going to do about the play? Do you like have lines to do?"

"Well they are doing Midsummer Night's Dream this year and I really want to play Helena," MJ smiled.

'The girl who love a man that has no interest in her? Damn Mary Jane, subtle you are not,' I shrugged, "okay, do you want to practice?"

"Really?"

"Sure, I'll just download a PDF onto my phone and we can get started."

MJ was happy at my offer. She began slowly, she took a while to get into the role, but I encouraged her to keep going. Soon it became dark outside but Anna didn't seem to mind MJ staying over. We worked on her script until dinner, where MJ joined me, Ben and May.

It was honestly a nice Sunday, I got to kick back and relax for a while, something I haven't done in a long time. MJ and I were a lot closer now, it was nice to have my friend back. And I wasn't lying about Felecia, I really didn't know the first thing that was on her mind.

Later in the night I returned back to my basement and worked on the arc reactor some more until I was sure I could reproduce it or at the very least understand it. I soon got bored though so instead I took out the drone leg I had in storage.

I began dissecting the thrusters, finding out how they worked. I began to understand the design, which I'll admit was ingenious. It used concentrated Muon particles, an elementary particle similar to electrons but with a much denser mass. They could be adjusted to increase it's density or decrease it allowing for flight or as a physical weapon.

The repulsor technology was amazing to study, I swear, this was a copy of Tony's tech and I was already learning so much about it, imagine what I could do with the real thing!

It got late pretty quickly for me and I decided to call it a night. Putting the drone leg away I went back to bed exhausted. I walked in a yawned, removing my shirt and got ready for bed, but just then I heard a low whistle.

"Impressive Mr. Parker. For a skinny guy you sure are packing."

I moved on reflex, jumping towards the voice with a kick aimed at his chest. He grabbed my leg but wasn't able to stop the force behind the kick to push him up against the wall. I grabbed a stapler and charged the man, pinning him against the wall by the throat with the stapler pressed against his bald head.

I looked at the man properly for the first time and realised he was back and was wearing an eye patch. I blinked, I recognized the man immediately, Nick fucking Fury, head of SHIELD. Oh I have done fucked up.

"Very impressive," he chuckled, "mind losing up? I can't breath."

I lost my grip slowly, I needed to play dumb, he's the greatest spy on the planet, no high school kid had no business knowing he existed let alone know his name.

"Who are you, how did you get in here?" I growled.

"My name is Nick Fury, I'm the head of SHIELD."

I raised an eyebrow, "you're supposed to be a spy?"

"Exactly."

"Then why are you in my bedroom?" I growled pressing the stapler against her cheek.

"Are you seriously going to threaten me with a stapler?"

"I can pin a staple into your eyeball how about that?"

"No, I don't think you will," I heard the click of a gun and I felt something cold and metallic stuck between my ribs. I looked down, I didn't notice him draw his gun, fuck, rooky mistake. "Now, can we talk like civilized people?"

"You don't get to trespass into my house and then preach about civility pal," I growled, but slowly backed away, my eyes never leaving the gun. My spider senses weren't tingling so I knew he wouldn't hurt me, but better safe than sorry.

"Now then, I'm here to talk to you about the Avengers initiative," Fury smiled.

I kept my facial expression under control though on the inside was I shocked and surprised all at the same time. Avenger? Me?! Holy shit?!

"What's an Avenger?" I asked doing my best to seem dumb.

"It's task force I'm assembling together that will take on the threats that are beyond the limits of ordinary men and women."

"And why would you want a teenager like me to join your secret club?" I asked, fearing the answer I knew he was going to give.

"Come now Peter are we seriously going to pretend like you're still just an ordinary kid?" Fury raised an eyebrow, wow he is really good that doing that.

"I have no idea what you're talking about."

"Sure you don't Peter...or should I say, Spider-man," Nick smirked as I looked horrified.

"You are crazy man, get out of here before I call the cops," I hissed, I knew resistance was futile, but I had to try right?

"You do that, and I'll tell them about how you constantly break the law trespassing and acting as a vigilante."

"With what proof?"

"We have video of you changing into your costume and have several images of you dead lifting steel beam in that abandoned train yard you like to visit."

I raised an eyebrow, "wow, I didn't know SHIELD had that many cameras in Queens...unless you hacked the cameras and obtained the so called evidence illegally which would be inadmissible in court."

Fury smiled, "you're smart kid, I like that. And you're right, we can't actually throw you in jail, but taking you into trial will reveal your secret to the world, do you really want that?"

I growled, "so that's how it is huh? Join you or you'll tell everyone I'm some kind of superhero? Blackmail thy name is Fury."

"You're honestly not giving me a lot of choice here kid," Fury admitted, "if you join us though I promise you won't regret it. We can give you the state of the art training and tech. We can train you to be better, smarter, the ultimate Spider-man."

I knew the offer, I had already expected Fury to pull this card on me sooner or later. He was applying to the poor kid inside of me that had no friends that was desperate for recognition. Sadly for him I wasn't that kind of Peter Parker any more.

"Tempting offer, but I'll pass. I already have everything I need."

"Learning hand to hand combat from a dojo in China town won't do you any favors kid. We can train you with the best, people who are the best at what they do."

"And in return?" I raised an eyebrow.

"In return? In return you work for us, we'll give you mission, assignments you'll have to carry out."

"People I'll have to kill?" I raised an eyebrow.

"We don't do that."

"Then? What do you do?"

"Infiltrate drug rings, terrorist organizations, find and contain threats to national security," Fury explained.

"Sorry Fury, but I don't really have time time to be an international spy. I have a job and family to take care off. Most importantly I have a city to protect."

"You think you're the only superhero in tights crawling around? Everyday I hear about someone new out in the night trying to fight the good fight. The kid survived before you came kid, it can survive without you."

I raised an eyebrow, "and school? And my job?"

"We both know you're hours at the Baxter building are flimsy at best. And well..I'm sure we can find ways for you to switch between work and school. You won't miss prom or anything like that."

I was silent for a long time, I need to push him, I wanted to see what he did when he got mad in order to understand what type of man I was dealing with. "Tell me Fury, do you have any other child soldiers working for you? Or am I the only one?"

A dark scowl came over his face, "you think I do this because I want to kid? If I had my way you wouldn't even be near the field. But you got too big too fast. People are starting to take note of you, and if you continue the way you are...people will come after you and hard. I'm giving you the option of less evil, I suggest you take it."

I was silent for a long time I finally spoke it, "can I have some time to decide?"

"Yes, you have a week," Fury took out a folder and placed it on my desk, "here, everything you need to know about what I'm offering you. Good night Peter." He walked out my door and I didn't see him return. I have no idea how he did that, but I couldn't even hear his footsteps.

I let out a gasp I didn't know I was holding. I looked around, my entire room could be bugged, no, fuck that, my entire house!

I grabbed the EMP gun I mad and switched up the settings and connected it to my phone. I began to scan the room for bugs using the micro transmitter in the EMP and quickly found five. I switched the EMP pulse into a short range curst and quickly took them all out.

I then went up and down the house three times over, finding a total of 25 bugs put in place. I took great pleasure in destroying each one and gathering them into a paper bag. I dumped the bag on my front porch with a note that read;

'Bug my house again and I'll fucking shove them up your ass Fury.'

I walked back inside my house and to my room. I looked down at the porch and found the bag gone. Good, I hope they learn their lesson.

I picked up the file and gave it a once mover, pretty basic stuff. I couldn't get into the detail though, I was too damn tired. Things have been moving so fast I couldn't even begin to understand everything that was happening to me.

I laid down in my bed and prayed for a quick sleep, I so was not looking to deal with this bull shit in the morning.

Chapter Text

Monday morning was pain in the ass for me. First it was difficult to get up, and then I realised I had school and third I was currently being recruited by SHIELD. Yeah, not a great day to be me. Fucking hell man all this and it wasn't even morning yet.

I scanned the folder Fury gave me into my personal SA and read the document page by page on my way to school.

Basically his offer was this, we train you, you serve us. They would allow me to specify what I wanted to be trained in, technology, fighting styles, tactics and other types of skills. I would be personally trained by an agent of SHIELD and when I was deemed ready they would send me out on missions.

I honestly didn't see a single reason to refuse his offer. To be honest patrolling the streets every night is started to get tiring and repetitive. I can be doing so much more good with my time. I could have my own side projects sure, but otherwise I would be helping SHIELD keep the world safe.

I did know there were some disadvantages, like the fact that SHIELD was actually HYDRA, patiently waiting for it's time to strike. I knew that...but still, for now being an agent of SHIELD had only advantages to offer me.

I would have to stop going to the Chikara dojo, my time with the FF might be stretched thin but that was never a problem. I wouldn't be able to continue to be a friendly neighborhood Spider-man, instead going international. But...maybe I can talk to Fury about that.

I walked into school, SA going through terms I should be aware off, like 'death', 'danger' or 'circumstances'. Need to know what I'm in for before signing with the devil.

I walked into first period English and noticed people were once again staring at me, like usual. I sat down in my desk and quickly turned off the SA, don't want some kid snooping through classified SHIELD documents now do I?

"Yo Parker, what's that you got there?" Flash asked.

"It's a Scan & Adapt," I told him not bothering to turn around.

"What does it do?" Flash asked.

"It scans and adapts any document into a digital form," I told him.

"Ah...nice, where did you get it?"

"I made it," I told him.

"You made it?" Harry repeated looking at the SA in a new light, "damn, that's pretty cool."

"Thanks Harry," I told him, trying my best to ignore their oh so subtle attempts to start a conversation with me.

"So Parker, going to the Homecoming dance this Friday? Or are you too cool for that?" Flash as I quickly found myself surrounded by the popular kids, something I found extremely infuriating.

"I haven't decided yet," my reply was short, please take the hint Flash.

"Oh, you're probably going to take Felicia right? I mean after that kiss she gave you she has to be interested."

I shrugged, "maybe."

"Damn Parker lighten up! Man if I had a girl like that I wouldn't spend a second away from her!" Flash grinned.

"You do have a girl like that Flash, she's right there and she's glaring at you," I pointed at LIZ who looked like she was going to blow a gasket.

"I-ah, well I-"

"He's got you there Flash," Harry joked causing everyone else to laugh. Great, fucking groupies, just what I need.

"Move it," I heard Felicia spit out like venom as she pushed past the gathered guys and sit down next to me. She glared at all of them and then settled on me, giving me a small nod with I matched.

"Anyway Peter, you should totally come we're all going to be there, Flash is going with Liz...maybe," Harry looked at the large blonde boy getting yelled at by his girlfriend, "and I'm going with MJ! It's going to be so much fun man!"

I raised an eyebrow at the last comment. I turned to MJ and meet her gaze. I motioned to Harry and she rubbed her head and gave a small nod. I raised an eyebrow, it was hard to imagine Harry acting nicely to her, but hey, stranger things have happened.

"I'll think about it," I told him.

"So Hardy, you going to the Homecoming dance?" Harry asked leaning on her desk, wiggling his eyebrows at her.

Felicia glared at him with an unimpressed gaze. "One, get you're ass off my table, and two, what I'm going to do is no business of yours Osborn."

"Okay sheesh, sorry I asked," Harry got up, "anyway, I'll catch you later Pete," he waved and walked away, taking the others with him.

I sighed in relief, "can you believe that guy?"

"What did you expect? You became the school hero practically over night, everyone's talking about what you did," Felicia told him.

"Are they now? Damn," I whistled, "by the way, what are your plans for Homecoming?"

"Why do you ask?" Felicia smiled coyly.

"Well because I was going to ask you out for the dance," I smiled at her.

The platinum haired girl smiled as she curled a stray strand of hair behind her ear, "well, if you're asking then...yeah, why not?"

My smile grew that much larger, "sweet. Do you want to go to dinner first?"

"Sure, you can finally give me that date you promised me," Felicia wicked.

I smiled at her, I was about to speak when a woman walked into class holding a book and wearing a black pencil skirt and blue blouse. Her hair was red and curly and her figure was out of this world. I swear she was a fuckign model, I assured if I didn't immediately recognize her.

Natasha Romanoff, the Black Widow, she was in my class, she was looking at us all, her eyes staying on me a fraction of a second longer. She was sent here to spy on me...fuck.

"Good morning class. My name is Ms. Natasha Randol, I'll be your substitute English teacher until Mr. Dunkar has made a full recovery," she smiled. The other boys grinned perversely, Harry even gave Flash a fist bump. And while I was a little excited to have a hot babe teaching me, I was even more scared due to the fact I knew exactly who I was dealing with.

The class was over quickly and I have to admit Natasha knew what she was talking about. The explanations of English literature were deep and meaningful, almost makes me think she wasn't a secret assassin from Russia that can kill everyone in this room without blinking an eye.

And at the end of the class the boys were grumbling at having to leave. Everyone slowly waked out, but I remained behind. Felicia looked at me and asked if I was leaving, I told her I needed to talk to our new teacher. She gave me a strange look before leaving, thank God the girl knew to respect one's privacy.

Natasha noticed I was standing behind and smiled, "Mr. Parker right? How can I help you?"

"I thought Fury was going to give me some time to think about it," I cut straight to the point.

Natasha blinked, "I'm sorry, who? I'm afraid I don't understand. Who is this Fury?"

I rolled my eyes, "really? I'm not stupid you know. A new teacher arriving this quickly to fill in a job position two days after the last one got sent to the hospital? This school isn't that effective," I knew this for a fact, this had happened before once, the teacher got sick and Peter had the entire week free before they could find a substitute.

"Well you see I was already applying for a job when Mr. Dunkar had his accident. It really was luck-"

I threw a punch at her face, Natasha's eyes went wide as she reacted on instinct and dodged it, grabbing my arm and throwing me over her shoulder into the ground. I really hate that move.

I looked up at her and smiled, "you're pretty fast for a teacher."

Natasha hissed, the mask of a high school teacher dropped revealing a cold hard stare underneath, "Fury said you were quick. I didn't expect you to be this quick."

"Thanks, it's a fucking gift. Now I suggest you get off me before someone arrives and thinks you're trying to sleep with a student on the first day," I smirked.

I saw the corner of her mouth twitch, guess she found me funny. We got to our feet and I patted my coat, "I looked over the deal. It's...okay. I do have some requests."

"And?"

"I want to be able to protect this city. I understand I'll be needed elsewhere on mission, but every time this place is in danger I want the chance to protect it. I won't endanger a mission and go running off like a mad man if that's what you're thinking, but I won't leave it unprotected."

Natasha nodded, "reasonable. Anything else?"

"Yes, I like inventing stuff. Can Fury give me the funding to make my own toys? And if I do will they be mine of property of SHIELD's?"

"You'll have to talk to Fury on that one, but I'll relay your requests to him," Natasha nodded before suddenly smiling, "now then Mr. Parker if that's all you better get to your next class!"

Just then the door opened and her next batch of students walked in. Damn, how did she know? I wished her a good day and quickly walked out.

I felt like I was being watched all day, and mostly likely I was. I didn't notice any cameras though, so maybe it was all my imagination. At lunch I found Felicia sitting alone in one corner so I decided to drop by.

"Hey Felicia," I smiled as I sat down next to her.

"Hey Tiger," she purred at my nickname, "you know I think you've earned the right to give me a nickname by now."

"Really? Well any requests?"

"You decided," she shrugged going back to her salad.

"How about…," I looked at her fork and saw a picture of a black cat on it's handle, typical. "Kitten?"

Felicia stopped and turned to me in surprise, "w-why did you call me that?"

"The cat on your fork," I pointed at the fork she was using, "I figured you kind of like a cat. Aloof, smart and like totally graceful. So I figured why not right? Kitten?" I said her nickname in a husky voice.

"D-damn you Parker," she hissed.

"What's the matter Kitten? Don't like it?"

"No...it's fine," she grumbled going back to her meal. I laughed, I must have nearly given her a heart attack when I called her that.

After school Felicia, MJ and I sat down for our hourly study session. We did get some work done before the girls began talking about Homecoming, about what to wear and what colours matched. Felicia and MJ shared a love for fashion, though Felicia wasn't too bothered about the brand names but rather how they felt and looked.

After that I went to the Chikara dojo for what I felt would be the last time. I told Colleen at the end of the cass that I might be forced to stop coming and she looked sad.

"Peter you are one of my best students, you learnt more in the short time here then I did. Are you sure you can't continue?"

"No sensei, I'm sorry but I can't."

"Why?"

"I told you sensei, I got a job and right now my family needs the cash. I'm sorry it's come to this but I have to put them first," I only half lied, I really was doing this for the betterment of others, "I promise sensei, I won't ever forget what you have taught me. If I can I'll stop by whenever I can, but I'm sorry to say this is goodbye for now."

"Well that certain is unfortunate," came a male voice from the door. We both turned and found a middle aged man standing by the door with a smile on his face. He wore a suit and had a trimmed beard with curly combed hair. Immediately I recognized him.

"Master Bakuto!" Colleen smiled as she bowed, "this is a surprise master!"

"Yes, I was in the neighborhood and I thought I should drop by," he turned to me, "and this is?"

"Peter, Peter Parker, he's one of my best students, but unfortunately he has to leave," Colleen said giving me a very sad look.

"Really? What is that Mr. Parker?" Bakuto asked me with a gentle smile.

I paused, oh my god it's him! It's one of the top members of the fucking Hand! And he's right in front of me! Fuck!

I remained calm, gulping, "I-I just need to focus on my family right now. They need the cash. You know, for college and stuff."

"Well if that's the case I'm sure my organization would be happy to grant you a scholarship for further education, granted you perform well here."

I blinked, "what?"

"Sensei Bakuto here runs a very wealthy non-profit organization," Colleen explained with an excited smile, "he usually takes my best students and offers them a scholarship, the full ride."

"And if you are as impressive as Colleen says you are, then I'm sure you'll be able to get it," the man smiled. Yeah smile all you want buddy but I know for a fucking fact that you just want to turn me into a mindless drone.

"T-thanks, but I don't think that would be fair," I meet his glare and gulped, "it's just people like Marcus and all need the scholarship, I just need some cash on hand that's all. Please, don't worry about it, I'll be fine."

"You are doing a disservice to your talent Mr. Parker," Bakuto told me, "it would be a shame for your talent to go to waste."

"I would rather that then have my family sacrifice everything to make me happy," I shot back with a glare of my own, "I'm sorry, goodbye."

I walked out, Colleen called out for me to wait but I didn't listen, I ran out of there as soon as I could.

This was for the best, the last thing I needed was the Hand gaining an interest in me. They would be ruthless in killing me if they even suspected I knew anything. I need to get away.

I walked into the Baxter building and sighed, "hey guys! I'm back. Is anyone here?"

"In here Pete!" I heard Johnny call out.

I was surprised to hear laughter coming from inside the den. I quickly walked in and was shocked to find May and Ben sitting in the living room with the FF.

"Oh hey Peter! How was school?" Sue asked with a smirk.

"Ah...fine?" I blinked looking at May and Ben, "what are you guys doing here?"

"Well we figured it was time we looked into this place you spend so much of your time at," Ben replied, "and I have to say Peter you couldn't have picked a better place!"

"Oh, thanks Uncle Ben," Johnny smirked.

"Hey! Don't call him that! He's not your uncle!" I grumbled.

"Now Peter that's no way to talk to you're colleges, I expect you to treat them with respect," May scolded.

I blinked, "ah...okay….but you don't mean Johnny right?"

"Of course! Him too!"

"Ha! You best respect me Peter! Or else I'll tell your aunt!" Johnny laughed.'

"I'm going to douse you in kerosene Storm," I growled as his simply shrugged it off.

"Would you like some more tea?" Ben asked as he gently poured himself a cup.

"Oh thank you Ben that would be lovely," May smiled.

"Well May I think it's time to leave don't you?" Uncle Ben asked, "I'm sure Peter will feel embraced the longer we stay."

"Oh don't be silly dear I'm sure he doesn't mind," May shrugged.

Reed smiled, "no, he doesn't mind at all, don't you Pete."

"Et Tu Reed?" I gasped. Reed and the others chuckled as I say down with my aunt and uncle and we all spoke in general. Soon the packed up and left, leaving me alone with the FF, I let my smile drop and grew serious.

"I need to talk to you guys about something," I told them.

"It sounds serious, are you okay?" Sue asked, "is about...your other job?"

I nodded, "kind of. I….I was approached by a secret organization who knew who I was. They offered me a job."

Reed grew curious, "who?"

"SHIELD," I sighed.

Reed sighed, "crap."

Sue matched him, "this isn't good, not one bit."

"Who are they? I just know the basics, big spy agency, has a lot of toys and cash to throw around," I asked.

"SHIELD, or the Strategic Homeland Intervention Enforcement and Logistics Division," Sue explained, "you're right when you said they were spies, but they are much more than that. They have their fingers in every pie. They are the gatekeepers between the world and those that seek to do it harm. Or at least that's how our father always used to describe them."

"They aren't the sort you want on your tail, they have the resources and the people to take don small armies and topple governments," Reed continued, "what exactly did they say to you?"

I sighed and told them Fury's offer. I showed Sue Fury's proposal stored on my SA and she began to look it over carefully.

"So are you going to accept?" Johnny asked.

"Honestly? I don't think I have much of a choice. It was stupid to think I wouldn't be noticed, I'm just glad I'm getting a say in my fate," I sighed and admitted.

"I say take it," Ben's gravelly voice spoke up, "it's the best deal you're going to get Web-head, the training will keep you alive and I'm sure if this Fury guy thinks you're a valuable asset he won't try and get on your bad side."

"And from what I'm seeing this deals pretty ironclad," Sue murmured, "you probably won't be cheated out of your training or anything."

"So it's basically a win-win situation?" I asked.

Reed nodded, "basically, yes."

"If I join...I'm not going to have much time for you guys, or friends," I sighed.

"We always were flexible with timing Peter, you don't have to worry on that front," Reed assured him.

"And what friends? Weren't you supposed to be like a cool loner dude?" Johnny asked

"I was, but...well after the expo people are kidding of amazed I know you guys. I'm basically a celebrity in their eyes," I shrugged.

"Oh that's great Peter! You can never have too many friends!" Sue smiled.

"Yeah, but they don't act like friends, more like groupies," I shivered, "but there is this girl and….well she's nice."

"A girl huh? Yeah, that'll do it," Ben chuckled.

"Girl?" Johnny's interest was peaked, "tell me about her!"

I rolled my eyes, "no."

"What? Why not?!" he whined.

"Because the moment I do you'll look for her profile on FaceBook and perv on her," I snorted.

"No I won't...by the way are you on Facebook?" Johnny asked, his phone already on hand.

"No, waste of time," I shrugged.

"Same here," Reed sighed.

We quickly talked a little while longer on what I should do before we went to our own labs for our side projects.

Later in the evening Sue did call me over and talked to me about getting the SA patent. She told me her lawyers were already working on and we were in talks with Amazon to build them for public consumption.

I would get a 50% ownership of the patent, the other going to the Baxter foundation. I would also get 5% of every SA ever sold, earning me a steady stream of revenue in some time. Yup, things were looking up for little old me.

The next day I arrived in class to find everyone glued to Flash's phone once more. This time they were looking at the NEWS live. I peered over his shoulder and was surprised to find the man on trial was the operator of the Rhino, one Aleksei Sytsevich, or AL for short.

We watched as the man was sentenced to 5 years in prison for theft and public endangerment. He was just luck no one had died or else it would have been 20 years. I honestly didn't care though, I knew some way or another he was going to come back and haunt me again and I would have to be ready.

I spent the rest of the week either in school, at the Baxter building working on something new or swinging through New York as Spider-man. The streets were quiet for a while, only a couple of muggings in the worst part of town and one stab victim that I had to rush into the hospital.

But one thing was looming in the distance, Homecoming. I don't understand how a silly high school dance could effect me so badly, but boy was I nervous. Felicia seemed to have noticed, she took every chance she had to tease me for it. Always going on and on about how it should be a perfect night, or else.

So I actually started to try and make it a good night. I got a suit from Uncle ben. I didn't bother with his firmly under shirt, too eighties. But I did use his blue suit and wore my black shirt under it. It gave off the very hip and cool feel to the suit, which was nice.

I also managed to get reservations to a restaurant in the fancy part of town, I knew I would end up spending half my allowance on that dinner but it seemed to be worth it, after all why go out if you don't do it with a bang?

Harry and Flash kept bothering me all week, asking if I wanted to join up with their dates and go together, I politely told them no, and when they insisted I told them to fuck off.

And so it was all set. On Friday evening and hour before we were meant to meet up I called up Felicia as I was getting ready, "hey kitty."

"Hey Tiger," was her reply.

"You all set for tonight?" I asked her.

"You bet I am, we're meeting up at Julio's right?"

"Yup, I'll see you soon, alright?"

"See you soon Tiger," she said huskily as I cut the call.

I got ready, put on the suit, and went down. "There he his!" Ben smiled, "don't you look handsome!"

I grinned, "thanks Uncle Ben. Hey, could you help me with the tie? It's really bugging me," I asked him.

"Sure, no problem kiddo," Ben smiled as he helped me out.

"Oh I wish you and your lovely date decided to meet up here instead," May sighed, "what was her name again? Felicity?"

"Felicia aunt May," I rolled my eyes, "and besides, she isn't the photo type."

"Oh nonsense, what type of girl isn't the photo type? I swear Peter you pick the oddest girls. You should have just stuck with Mary Jane."

I shrugged, "she's going out with Harry, besides I don't think she and I would work out, she's in a very different place, I can't handle all that."

"Well doesn't that just sound like a trumped up excuse," May huffed just as the door was opened and May exclaimed, "why MJ dear, you look lovely!"

I blinked in surprise, I turned around and gasped when I saw MJ standing there all dressed up. She wore a black dress that came down till her mid thighs that hugged her curves. The top half near the shoulders and arms were transparent and with her makeup done I had no doubt that this woman is the same one who would one day become a supermodel.

I smiled, "damn MJ, I think this is the first time I'm ever going to feel jealous of Harry."

MJ smiled, "thanks Tiger, you don't look half bad yourself."

"Thank you very much," I grinned.

"Oh this is perfect, come you two, let's take a picture!" May smiled already grabbing her camera.

"May she isn't my date," I looked confused.

"Oh what does that matter? Come one you two! Up close!" May said excitedly as Ben just stood to her side and shook his head in disbelief and a small smile.

I turned to MJ who shrugged. We stood together, my arm around her hip and her's immediately going for my shoulder. It just felt so natural, May took a few photos, to many for my liking, before she let us go.

"So what's up? I figured you would be wating for Harry and the others," I asked her.

"I am, they aren't coming till another half an hour though, so I thought I should see how you were doing," MJ replied with a shrug.

I shrugged, "I'm okay, I'm meeting up with Felicia for dinner soon."

"Oh...well, good luck I guess. Where are you going?"

"Julio's," I smiled.

MJ whistled, "damn Tiger, you're pulling out all the stops tonight aren't you?"

"Yup," I shrugged, "anyway I think I should get going, don't want to keep her waiting."

"You're going to met up at the restaraunt?" MJ asked in surprise.

"Yeah, I think she's embarrassed of her mom or something, didn't even want me to pick her up in a cab or anything," I shrugged.

"Well...alright I guess," MJ smiled, "good luck Peter, I hope you have a great time."

I smiled and pressed a chaste kiss on her cheek. MJ seemed to go into a state of shock at the kiss, I winked at her and quickly walked out the door.

I hailed a cab and quickly got in. I texted Felicia I would be seeing her soon and sighed as the cab slowly drove through traffic. I was carrying with me a corsage, I didn't know the breed of the flower but it was white, similar to Felicia's hair.

I also checked the hidden pockets of my jacket feeling my web shooters inside. I wasn't an idiot, it was times like this when nothing could go wrong that everything can go wrong.

There was a 50% chance I would have to swing away as Spider-man today, and so just in case I brought my web shooters and my mask. I didn't have my my leather jacket, but I was wearing my black muscle shirt under my suit along with the black leggings.

I really, really hope I won't have a need for them, but again, I was no fool.

I arrived in the restaurant ten minutes early and quickly went up to the top floor of the fancy hotel and took my seat. It was a two person table near the window overlooking the city below. The restaurant was fancy, I could see a few other kids from my school in there with their own dates, they waved at me and I politely waved back.

I waited and waited, drinking three glasses of water and used the bathroom twice. She was twenty minutes late and starting to test my patience. I grew fed up and took up the phone and called her.

"Peter, I'm sorry but something's come up," she said with batted breath.

"Really? Something came up? What?" I was skeptical, did she just not want to go out with me? Why can't she just say that?

"Yes, I'm really really sorry but-"

BOOM!

An explosion rocked out from the other side of the phone and from outside the window. I looked out and saw an thunderbolt launched into the air, tendrils of electricity sparking around all over the place.

"Felicia? Felicia are you okay?!" I roared, please tell me she's not stuck in the middle of that!

It took a while before she answered, "I I'm fine! Something's here! It's attacking everyone!"

"Stay right there! Stay hidden! I'll get help!" I threw a twenty onto the table and ran out of the restaurant. I quickly dialed Johnny up, but got no answer. Was I out of range? Or...the electricity, it was jamming all radio waves!

I ran to the roof and took out my web shooters. I stripped down to my uniform hidden underneath and webbed up suit and shoes into a bag before throwing them against the side of the building to stick.

I put on the mask and jumped off the side of the restaurant, swinging towards the electrical storm. I knew it could only be two things, one, Thor or two, Electro.

I arrived in the busy crowded street and saw a man made of blue electricity floating in the middle of the streets laughing as he sent blast after blast of electricity into the street. Sometimes he hit cars, other times he hit the road, exploding pieces of concrete up into the air.

"Some one help us!" a woman cried out.

"Shut up you ficking whore!" Electro yelled out, "no one gives a damn about you!"

"Someone please!" she screamed even louder.

"I said shut the fuck up!" he yelled, I could see he was going to electrocute her. But before he could I sent out a web line and pulled her out of the way of his oncoming bolt of electricity.

"What the hell?!" Electro roared as he turned to see me on the roof, "S-spider-man?!"

"I'll give you one chance," I told him as my eyes searched the wreckage for Felicia, "leave and never come back."

"You think you can order me around?! No one can order me around! Not any more!" Electro roared as he sent out bolts of electricity at me.

Acting on pure instinct I jumped out of the way as the bolts of powers destroyed the roof I was standing on.

"Come on Sparky! Is that the best you can do?!" I asked as I swung across the street.

"Hold still!" he roared trying to hit me, but everytime he got close I would just swing away in a different direction.

I landed on a building wall and looked down to see Felicia pulling someone out of a wrecked car. Her clothes were torn apart, her hair a mess, but seeing her help people to safety I couldn't help but feel she looked so goddamn beautiful.

"I'm going to crush you Spider! And when I do, I'll be the hero!" Electro roared as he threw a bolt of power at me.

I dodged with no issue as I slowly lead him away from the destruction he had caused. I kept taunting him, keeping his attention on me. I kept telling him how much of a wimp he was and he grew more and more enraged.

This was good, the more focused he was on me, the less damage he caused everyone else. He was floating through the streets of Queens as I lead him towards an iland of water from the East River.

I could see the bridge now, I need to drown him, that was the only way. But just then he threw a bolt of electricity at my web line, cutting it in half, causing me to come flying down into the ground.

I landed on my feet, but the pain was too much. I rolled around on the ground, I'm pretty sure one of my legs were broken if not bruised. I looked up and saw Electro fly above me, smirking as he did.

"I'm better than you, I'll always be better than you! You're nothing Spider! Less than nothing!"

I rolled my eyes, ego much? "Before you kill me can I know one thing?"

"What?!"

"Do you like water?" I asked. Electro looked confused and I took my shoot. I shot a web line at a nearby fire hydrant and ripped it off. Using my good leg I jumped up to the side of the building to avoid the water.

"What do you think you're doing? You think I won't just-" but as he talked a stray strand of electricity rolling off his body connected with the water sending a feedback strong enough to shock him still.

"What the hell was that?!" he cried out.

I shot two web lines at him and pulled him forward, "that was basic physics!" I then launched myself right at him. I clocked him across the jaw as hard as I could and he went flying back.

I landed on top a lamp post and turned around, covering him with webbing over and over again. I jumped all around him, covering him from head to two with webbing. At first he was too much in a daze from the pain to do anything, and then when he did get his full mental faculties back he lacked the strength to escape.

Soon I ran out of webbing and Electro was covered head to toe with it. He was somehow still floating above and I could see smoke rising from his body. He was burning through the webs.

I jumped down to the street level and broke four more fire hydrants out of the ground soaking the street in water. I quickly changed web cartridges, putting in new ones to replace the empty ones.

"You can't hold me! This pathetic webbing can't hold me forever Spider!" Electro roared as more and more of my webbing was burnt off.

"Maybe, but I can still hurt you!" I webbed up my right hand in a thick glove, time to do something stupid.

I climbed up the side of the building, slowly as my leg still throbbed in pain. I turned around to face him, he was twenty feet off the ground, time to make that zero.

I jumped just as he tore through the last of the webbing, he didn't see my fist coming at his face at full force. I felt my fist break a tooth as it met with his face at high velocity. He lost control, flying into a building before landing down on the water covered street.

I landed on wall of another building and watched as he started to electrocute himself, the water conducting the water back into himself at an alarming rate. I knew if I left him like that he would die, so I reluctantly pulled him up with a web line and hung him upside down from a lamp post.

I made sure to insulate him thoroughly with webbing, he wouldn't be awake for some time now. But looking at Electro I was honestly curious, how did he conduct so much power without dying? I was curious, so I looked around and found a broken car on the ground.

I went to it and found the headlights smashed in. I unscrewed the headlight and used it as a test tube to collect blood samples from Electro. I didn't use an injunction, there was plenty amount of his blood coming out of his broken jaw and bleeding gums.

I covered the open end of the light bulb with webbing and put it away. With my curiosity sated I swung away to find Felicia.

I swung back to ground zero of this whole incident and found people slowly getting back on their feet. I spotted Felicia with an elderly man helping him catch his breath. I smiled and immediately swung back to grab my clothes.

In five minutes I came back, but not as Spider-man but as Peter Parker. I spotted Felicia and ran to her, "Felicia!"

She looked up and her eyes went wide, "Peter!"

I grabbed her into a big hug, holding her close as I rubbed her hair, "oh kitten, I was so worried."

"I'm fine," Felicia smiled, "I'm sorry I couldn't make it to our date."

"Oh shut up," I growled grabbing her into a kiss. She moaned in surprise before slowly melting into my arms. Her arms around my neck, mine around her hips.

We finally broke the kiss as we heard people cheering and clapping for us. We turned around and people smiling and cheering, I didn't understand why, maybe they were just so glad they were all alive, but in the end I didn't care.

We helped where we could before the authorities should up. Felicia was given a clean bill of health and from what I heard no one had actually gotten too badly hurt, expect one man who was stuck by elector's lighting and had to be rushed to the ER.

I also saw three black trucks travel down the road to where I strung up Electro, the SHIELD logo proudly displayed on the side of the truck. Guess Fury was keeping an eye on me.

I helped Felicia get into a cab as we went to the school for the dance. But when we reached she stopped and didn't want to move.

"What's wrong?" I asked her.

"I...my dress is ruined," she said, lifting up my coat I had wrapped around her to stay warm, to reveal her torn dress. It was stunning really, tight enough to hug her impressive curves. Her ass was tight and curvy, like a perfect peach. Her breast, though still developing, were a firm C cup. Her dress was midnight black with silver lining along the sides and though it was torn in places I still couldn't take my eyes off of it.

"I think you look perfect," I whispered, giving her lips a light kiss.

"Peter, I'm not going in there," Felicia grumbled.

"Seriously?" I asked.

She nodded, "yup."

"That's too bad….I really wanted to show off how amazing you look," I whispered as I pulled her close, our foreheads touching, her arms on my shoulder and mine of her hips.

"Oh so I'm something to show off now?" she asked in a teasing tone.

"No, not something, someone. Someone who helped save lives," I whispered back, "I wanted people to see the real you."

"Peter, that isn't the real me," she didn't sound so sure.

"Keep telling yourself that Kitten," I smiled, "you know, I wanted at least one dance with you tonight."

"I'm not going in there," she replied.

"No...you don't have too," I took out my phone and looked through the songs, finding one that I thought would be perfect for this moment.

The song started to play, the melody loud enough for only the two of us to her. The song began as the lyrics flew out.

Felicia and I swayed to the music. Slowly, at out own pace we danced, I could smell her, a scent so unique and unusual I doubt I could ever forget it. I could hear her breathing quicken, I smiled as I felt our bodies slowly heat up.

"You know for a guy who is supposed to be horrible at social interactions you sure have a way with romance," Felicia smiled.

"I guess I was just waiting for the right girl," I replied back.

She was silent, like she was thinking about something important. And finally she spoke, "Peter...you want to go out sometime?"

"Like on a date?" I asked.

"Yeah...like a date. A real date," she looked into my eyes.

"I would love that Kitten," I smiled, "I'll be honest though, I didn't think you were the settling type."

"I wasn't," she admitted, "but you're different Peter Parker...you're like a puzzle piece I can't figure out and longer that it the more I find myself thinking about you."

"Does that mean you'll stop being interested after you figure me out?" I asked, a little worry slipping into my voice.

"No...I don't think so."

"Well I'm glad to know that," I chuckled as we danced in our own little world. The stars twinkling under us as we didn't say another word to each other, afraid to break this spell of romance we had over us.

Chapter Text

Chapter Text

"So what's this play about?" Felicia asked for like the hundredth time.

"Love and how complicated it can be," I told her as we waited outside our school auditorium doors, waiting for them to open so that we could finally get out of the cold. It was late December now and snow was falling freely. Felicia was shivering, guess he didn't expect to wait out here for so long.

"Here, you seem cold," I told her as I handed her my jacket.

"Well aren't you a romantic," she grinned pulling my coat closer, "hm, smells like cinnamon. You sure you don't want it?"

I smiled, "no, it's fine. I'm warm enough."

"Well you are hot blooded," she grumbled pulling down her shirt collar to reveal hickies, "you couldn't have shown some restraint?"

I blushed, "sorry, you make the cutest moans, I couldn't help it."

"Perv," she hissed but I couldn't hear any malice in her tone. She snuggled closer to me and sighed, "I'm sorry about the Oscorp party thing."

"No, it's cool, I understand," I whispered rubbing her shoulder, Felicia evidently didn't want to spend time in a stuck up party with high society douchebags and nerds. Her words, not mine. But I understood her frustrations so I didn't really pressure her.

"So what role is Red playing?" Felicia asked.

"Helena," I replied, in the end MJ had gotten the part she wanted and had gone on to spend two months practising the play. Harry didn't like the fact she didn't have time for him, but he didn't really seem to complain.

But speaking off Harry he didn't seem to be around, I kept looking around but couldn't find him, strange.

Just then the doors opened and we all quickly rushed inside into the warmth inside. "Finally," Felicia grumbled as we took our seats near the front.

We waited patiently for the show to begin, I told her what the play was about since English wa never her favorite subject.

When the play began I was surprised to find the kids actually had some talent in acting. And when MJ came out I was swept off my feet, she didn't miss a single word of dialog, her pronunciation was perfect. I knew she would be great one day, but now she did the rest of the world.

When the play was over Felicia and I went on stage to meet the cast. The other actors had many people come up to them and praise them, but MJ didn't have anyone, which again was strange. Where the fuck was Harry Osborn?!

"Hey Red, you were amazing," Felicia said with a smile as she handed MJ a bouquet of roses.

"Thanks Felicia," MJ smiled happily, "it means so much to me you guys came!"

"Yeah, where's Flash and his goon patrol? I expected to see him," Felicia asked bluntly, I had to facepalm, really subtle there Kitten.

"They ah, they couldn't make it, did-did you guys see Harry there in the seats? He said he would be here," MJ asked, looking sad.

"Ah, no," I smiled, "don't worry, I'm sur he would be here if he could. You were amazing MJ, really."

"Thanks Tiger," she smiled, "and it's all thanks to you."

"What? What did I do?"

"If you hadn't convinced me to take part in it I never would," she smiled, "and you helped me practise for the lines, otherwise I would never never gotten this role," she stepped forward and pulled me into a hug, "thanks Tiger."

"Oh stop it, you're making me blush," I laughed as I hugged her back, "plus it's not all me. You put in the work MJ, if you didn't you wouldn't have done shit. If you did well today it's because of you, not me."

"T-thanks," MJ said blushing.

"Alright stop with the sappy stuff," Felicia said with a guarded smile, "he's my boyfriend Red, not yours."

"Oh, are you jealous Kitten?" I asked wrapping one arm around her waist.

"No," she growled, removing my hand, "I'll see you both later, after you've finished making out."

She walked away and I sighed. I turned to MJ and smiled sadly, "sorry about that, I don't think she likes it when I tease her."

MJ smiled back, "oh it's fine Tiger, go get her. I have to call up my boyfriend and listen to whatever excuses he comes up with this time. Honestly that boy," suddenly a few more people came up to congratulate her, "Jean! Robb! You guys came!"

I quietly slipped away and ran out to catch up with Felicia, "Kitten wait!"

"Ah, are you done flirting?" Felicia shot back as she walked through the snow covered parking lot.

"Flirting? What are you talking about?! I was just congratulating her!" I argued.

"Yeah, sure, whatever you want, Tiger," she spat back.

"Felicia wait," I grabbed her hand and pulled her to me. She tried to break free but I didn't let her, she needed to understand. "Listen Kitty MJ's my friend okay, and I'll admit I did like her, but not any more. Not until the moment I meet you."

Felicia looked away, "I don't want to hear it."

"Hey, look at me," I turned her face towards me, "I'm not leaving you and I'm certainly not replacing you with anyone else, least of all with MJ, got that?"

"Yeah," she looked away, embarrassed to meet my gaze.

I sighed and looked up, "tomorrow's Christmas eve right?"

"Yeah," her voice was muffled as she spoke through my chest.

"Hm...well, I was going to wait until tomorrow to give you this, but..." I reached into my pocket and pulled out a small black disk.

Felicia looked at it and blinked, "what is it?"

I clicked the center button and a holographic photo of us was displayed, "I made it in the Baxter Building. I know we just started dating, so expensive gifts were off the table, but...well I figured you would like something more thoughtful."

Felicia looked at the hologram, it was us when we went on our first date in the movie theater. She smiled and turned to me, "I'm sorry, it's just...I never did this before. You're the first serious boyfriend I have and sometimes it feels like I'm slipping away from you. You're always working, we barely get to spend any time together and..."

"Hey, I'm new to this whole relationship thing too, we'll take it one step at a time okay?" I told her planting a kiss on her cheek, "Merry Christmas Kitten."

She took the gift and smiled, "Merry Christmas Tiger," she then kissed me back on the lips. I dropped her off at her house and then went home to get ready. It was time for the Oscorp party, and I was going stag tonight.

I was wore the same suit I wore to Homecoming, it was after all an Oscar party, high class and all that shit. However I wasn't going unarmed. I wore my Spiderman costume underneath my suit, I switched off the arc reactor making the suit seem more like a one piece thermal wear than a superhero costume.

I had my mask hidden inside my suit jacket in its inactive flat board form and the gauntlets were hidden up my sleeve.

I took a cab to Oscorp towers, when I reached I noticed people were already gathered, all dressed in expensive looking clothing, walking into the large tower like they were about to visit the mall. But then again Norman did say he was going to make an announcement today, so it might be kind of like a shopping spree for the wealthy.

I got in with little hassle, I had to show the text Norman sent me as proof of invitation along with a driver's licence. I stepped into the lift with a beautiful blonde woman and her date, they pressed the button for the top floor, guess that's where I'm going as well.

The elevator opened up revealing a high class ball room with people filling it up by the second. I walked in and slowly moved to the corner not trying to draw attention to myself. I looked around, there was food being served near the back, waiters with snacks and drinks, a band playing soft classical music off to one corner and in the center a large circular structure of some kind that was covered by a cloth.

It was obvious the hidden machine was what everyone was here for, but I couldn't sneak in and get a look underneath, too many guards around it keeping a watchful eye. I could cause a distraction, but I doubt something other than Iron Man dropping in could surprise them. I could ask Johnny to show off, but Sue told me the FF had to stay out of the public eye when it came to people like Osborn.

I was fucked and I knew it. I had to sit here and wait. I looked around, I recognized some of these people, the mayor of NY was here, so was the DAY, a few police captains judging by the uniforms, a handful of celebrities that I knew and I'm sure many more I didn't, and even the occasional scientist that were out of place, since they were nerds and had no fashion sense...like me.

I was about to just walk around and get something to eat when I spotted Harry off in the distance with Flash by his side. They were discussing something, I was just about to run and hide when Flash looked up and immediately spotted me.

"Parker!" Flash smiled, he pointed at me and Harry quickly spotted me too, great, just great. They both quickly walked up to me with matching grins. Fuck me.

"Osborn, Flash," I nodded at them, "I suppose I would find you here."

"Yo Peter, how did you here?" Harry asked in surprise.

"Your father gave me an invitation," I told him, "he said I would be interested in some kind of announcement."

"Oh, right, of course he did," Harry grumbled.

"This party's kind of lame though," Flash growled, "we can't get any beer and the adults are so boring!" Just then a supermodel passed by and all three of us watched her pass by, "but ah, it is important."

I rolled my eyes, "sure it is," I turned to Harry, "why did you come to MJ's play?"

Harry blinked, "oh shit, that was today wasn't it?!"

I nodded, "yup."

"Oh man I'm in so much trouble! I couldn't help it, my dad wanted me around her to set this whole thing up!"

I shrugged, "don't care Osborn, but I suggest you call her up and tell her that."

Harry sighed, "yeah, I'll do that Pete, thanks."

"You know Harry, didn't your dad mention something about seeing him in Peter showed up?" Flash asked.

"What? He did?" Harry asked in surprise.

"Yeah, remember he told us to bring Peter to him when he arrived? He told you like ten minutes ago."

"Oh, right, you're right. Come on Peter, let's go," Harry sounded even more defeated now. Was he trying to hide the fact that Norman wanted to see me? Why? Because...because Norman likes me and always compares Harry to me. Of course he wouldn't want me to meet him and give more reasons for Norman to push him down.

We walked into the heart of the crowd with Harry leading the way. Flash and I followed him the people there spared us a single glance before dismissing us, good, not many of them know of me yet, or else this would be troublesome.

We reached Norman who was currently talking to the couple I was in the elevator with. By his side was another couple, a short man of average build and messy brown hair and my his side a woman around his age that looked kind. The man looked familiar, but I couldn't quite put my finger on it.

"Father, Peter's here," Harry spoke softly.

Norman turned to us and glared at his son for interrupting his conversation, but once his eyes landed on me they were full of joy.

"Ah Peter! Glad you could make it, please come," he dragged me forward, dismissing Flash and Harry off. They looked reluctant to leave but one glare from Norman ensure they ran with their tails behind their legs, fucking cowards.

"Connor, Natalie, Otto, Rosey, may I introduce this young man Peter Parker," Norman showed me off like a proud parent, putting his arm on my shoulder, "he's a friend of my son's from school and only recently I learnt of his amazing talents in the field of science."

I froze at the name Otto, Otto Octavius, the man who became Peter Parker's most feared enemy right behind Norman Osborn himself. He was the short man holding hands with Rosary, I saw matching wedding bands, she was his wife, which means….fuck...the events of Spider-man 2!

"So Peter, interested in science are you?" Otto asked with a genuine smile, "tell me, what's your favorite field?"

"I-I," I gulped, "I don't really have one. I just follow what interests me at the moment."

"Oh, and what would that be?"

I thought it over for a moment before answering, "alternate sources of energy."

"Ah, there you have certainly come to the right place," Conner, an older man with grey hair whose date looked young enough to be his daughter, though judging by where his hand was I highly doubt that.

"I'm sorry, what do you mean?" I asked, feigning ignorance. I knew the reason of course, Otto Octavius was trying to create an new source of energy, and he would do it by creating a miniature sun. That giant machine hidden under sheets must have been his experiment, meaning he was going to perform it now!

"Well you see my husband here is the leading scientist on that field," Rosey said patting Otto's shoulder, "and tonight he's going to change the world by creating the first source of clean energy."

I raised an eyebrow, "I think Stark already has you beat on that front."

Otto laughed, "true, Stark's arc reactor can power one of his suits, but my experiment can power an entire city."

I raised an eyebrow, "how?"

"Well now Peter you'll just have to wait and see," Otto said winking.

I snorted, "yeah, I don't think so, not the patient type, let's see," I looked over at the hidden machine and started to recall anything and everything Peter ever read about Otto Octavius. "You did your doctorate on the process of nuclear fusion fusion happening in the heart of stars and how one can create such a reaction without a large amount of capital mass. You did other things of course, gave several different contributions to the fields of mechanics and biotech, but...stars have always been your go to research subject. Five years about Osborn hired you and you have been working for him ever since...clean energy was it? You're...you're making a miniature star."

Their faces were ones of shock. Otto himself looked like he was going to have a heart attack, Norman was the only one who smiled like the cat that caught the canary.

"Told you he was clever," Osborn beamed.

"H-how do you know that?!" Otto asked.

"Educated guess," I shrugged, "you want clean energy, you study nuclear fusion in stars, put two and two together and boom."

"Peter, would you like a job?" Rosey asked.

I shook my head, "thanks ma'am, but I already have one."

"What? Where?!" Conner asked.

"The Baxter Building."

Otto's chuckled, "that actually makes sense. My word, how didn't you notice him before Osborn? He would have made an amazing addition to my team!"

"Alas that will always be my greatest regret," Osborn sighed, "well I'll leave you two and Peter to talk science, Conner, Nataline, would you like to get a drink?"

They left leaving me alone with Otto and his wife. I knew I shouldn't be too worried, the man wasn't evil yet, but at the same time, he was dangerous. I knew what was going to happen, the shields he had installed in his machine would fail and people would die...maybe I could prevent it?

"So Dr. Octavius, tell me, what safety measures have you installed that makes sure the world doesn't burn up in nanoseconds?" I asked.

"Well Peter you see I have four magnetic shield generators that keeps most of the heat and magnetic bursts within control. We'll be safe."

"I see...and when the sun doubles in size? Did you account for the sudden increase in sun that can causes an exponential increase in magnetic disturbance?"

"Excuse me?"

"Well you are going to increase the size of the sun right?" Otto nodded, "then won't the magnetic attacks against the shield, which also increased in size? Would the shields be able to handle the sudden stress?"

"I..." Otto trailed off, I could practically see the math running in his head. He suddenly stopped turning pale, "no...it wouldn't!"

"Otto?" Rosey asked.

"Rosey we need to change the settings, now! The entire system will fail if we don't!" Otto immediately ran off without another word. Rosey looked between me and her husband before giving a short apology and going after Otto.

I smiled, crysis hopefully averted. I saw Otto run up to four people, possibly his assistants, and together they quickly ran to Osborn. They whispered something into his ear and he looked pissed.

Osborn asked Otto why, and Otto pointed at me. Fuck. Osborn's eyes landed on me in surprise before he nodded at Otto. Otto and his team then went under the cover of his machine and I could see lights turning on under the sheets. I sighed, thank god.

I walked away, I so didn't need the Osborn glare right now. I walked to one corner of the party and sighed leaning up against the wall. I wonder what Cat is doing?

I called her up, "hello?"

"Hey Kitten."

"Oh, hey Tiger. How's the party?"

"Lame. The only ones here I can talk to are Flash and Harry."

"Hm, sounds tough. Did you tell him MJ's pissed?"

"Yup."

"Did he care?"

"Not really," I sighed. We talked for a bit before Otto announced the presentation was going to start. I had to hang up, though I promised I would call her later tonight.

Everyone all gathered around the giant machine, I stood in the back near the wash room just in case I needed to make a quick getaway in order to change into Spider-man in case everything still went to shit.

Otto gave his speech, about how he was going to revolutionise the world and how they saw energy. He then brought out the arm, the four mechanical arms I hoped I would never face. He removed his jacket revealing a white muscle shirt underneath as he attached them to his spine.

The arms came alive, moving to his every command as he moved them around for the amusement of the gathered people. He then brought out a glob of tritium which would fuel his miniature star.

He took it gently with one of his arms and placed it in the center of his machine. He then activated it and slowly nuclear fusion began to take place as a glowing ball of fire began to grow inside the machine.

I slowly edged away towards the bathroom, but so far it looked like everything was alright. He must have taken my advice to heart. I looked at the shields, they looked perfect.

The sun rotated on it's axis for minutes on end, people took pictures upon pictures. And at the ten minute mark Otto switched the machine off, turning the sun back into the ball of tritium it came out of.

I sighed in relief, everyone clapped, it all went off without a hitch. And best of all? Otto won't end up a supervillain. Thank God or whoever the fuck was the equivalent of God in this universe.

The party then returned to its festivities, people were talking excitedly. I decided maybe it was best I left, now that I knew Otto would be okay.

But before I could leave Osborn and Otto intercepted me.

"Peter, do you know what done?" Osborn asked.

"Ah...prevented a city wide disaster?" I asked.

"That, and made sure my life's work wasn't destroyed, who knows what could have happened!" Otto exclaimed.

"Yes, we'll be sure to discuss your...mistake in detail Otto," Osborn hissed at him before turning to me, "this is the third time I find myself in your dept Peter. And this time I will not take no for an answer, here."

He handed me his phone and I saw a munch of stock details, it was his company's stock and it was rising in profit. "Congratulations," I told him, "what does this have to do with me?"

"This is one percent stock in my company Peter, as of five minutes ago it has been credited to you."

My eyes went wide, "rich man says what now? Mr. Osborn I can't take this!"

"I suppose you don't really understand how much money you made me," Osborn laughed, "you really are a miracle worker Mr. Parker. Trust me, this is the least I can do."

I didn't know what to say, "thanks?"

"My pleasure, now if you'll excuse me," he quickly left leaving me and Otto alone.

"Now I'm really disappointed in Osborne, if he had only recognized your genius a few days sooner," Otto sighed, "but enough of that. You have done my a great service Peter, I just know one day it'll be me coming to see your latest invention. I look forward to that day, if you need anything from me, please, just ask."

We spoke for a little while longer, I really was curious about his technology and how it worked. He gave me the basic details of it, and when I asked him about the mechanical arms he admitted they were more a side project than anything. Heck, he hadn't even patented them yet. Too much of a hassall.

I bide him farewell and left the party. I got an idea, if Doc Ock was never going to exist, and Otto didn't really care for the mechanical arms, maybe I should take a swing at them?

The idea of having four extra sets of limbs certainly was interesting. Maybe two can shoot out web lines and swing across the city line? Maybe I could use the other two as an extra set of hands? Oh the possibilities were endless!

I went downstairs and was about to hail a cab when my phone buzzed. I looked at the contact, it was Felicia.

"Hello?"

"Tiger...can you come over?" she sounded nervous. Why?

"Yeah, sure. What's up?" I got into a cab and gave Felicia's address.

"I...I need to tell you something."

I blinked, was she finally going to tell me about her other identity? "I'll be there as soon as I can."

I quickly arrived at her place and got into the elevator. I was nervous, I had my costume underneath my suit, if she was going to show herself to me then...maybe it's time I tell her about me.

I knocked on her door and she called out, "it's open! Come on and lock it behind you!"

I did as she said, locking the door behind me. I came into her place once before while picking her up from a date. I never met her mom though, it seems like she was never there to begin with.

"Kitten? Is everything okay?" I asked.

"Yeah, just...come in," she called from her bedroom.

I pushed the door open and found myself in an empty room. I walked in and closed the door behind me. "Kitten? Where are you?" I saw something move behind me, I turned around and gasped seeing her dressed up in her full Black Cat costume.

"I...remember the first time we spoke? About how the names we pick are the truest measure of who we really are?" Felicia removed the domino mask, "this is who I am Peter. My name is the Black Cat and...I'm a thief."

I looked at her for a few seconds, she grew nervous at my silence. And then I smiled, I went up to her and pushed her against the wall kissing her with all my will.

Felicia pressed her hands against my chest in surprise at first but slowly leaned into the kiss. When we finally stopped she looked at me, "what was that?"

"That was for finally telling me," I smiled.

She looked shocked, "you knew?! How?!"

I smiled, "because Cat, you're not the only one with a secret," I took off my jacket and unbuttoned my shirt revealing a red and black uniform underneath. I slammed my hand on my chest, activating the arc reactor, causing the black webs to appear over the red of my costume, and the spider to take center piece.

She gasped as she meet my eyes, I grabbed the mask hidden in my suit pocket and activated it, snapping the helmet around my head, "hey Cat."

"Peter, you're...you're," she looked at me like she was seeing a ghost.

"Told you I had a girlfriend," I smirked deactivating the mask and putting it aside, "like the new costume? The jacket was cool and all, but I felt like I needed an upgrade."

"You're Spider-man?!" she gasped.

"Yup, though ah keep it down, it is supposed to be a secret identity," I chuckled.

"You-you, how could you not tell me?!" she yelled.

"How could you no tell me you were the Black Cat?" I simply asked.

"I-, you knew?! You knew I was the Black Cat?!" she asked.

"Yup."

"Since when?!"

"I had a suspicion the moment you walked into the class for the first time. You ah, you left quite an impression me the first time we meet, in costume that is. You looked so damn beautiful, especially those eyes, I don't think I'll ever forget your eyes. And when I saw you as Felicia Hardy I thought you might be the Black Cat. It wasn't until we talked did I know for sure."

"But I," she gaped, "you ass! You complete and utter ass! Why didn't you tell me?!"

"I already told you Kitten, remember? That night when you complained to Spider-man you were worried about me? I told you I had a girlfriend who's secret I knew and I wanted to wait until she trusted me enough to tell me herself."

"I thought you were talking about her cheating on you or something! Not this!" Felicia gawked, "this makes so much sense. The flirty behaviour when we were both in masks, the jokes, the inappropriate touching-"

"-Hey I didn't touch you inappropriately!"

"Yes you did," she rolled her eyes, "you must have pinned em to the ground at least ten times while in costume."

"Well...that was because I was trying to stop you from stealing," I shrugged, "sue me, I didn't want my girlfriend to go to jail."

"And if I did?"

"I won't let them," I growled as wrapped my arms around her, "you're mine Felicia Hardy, ain't nobody's going to take you away from me."

"You noble bastard," she whispered in a husky voice, jumping on me, wrapping her legs around my body

I moved back on her bed, lying down with her on top of me. Her fingers ran down the back of my costume, trying to find the zip. She broke the kiss and growled, "take it off, now."

I raised an eyebrow, "someone's impatient."

She grabbed my mouth and bit my lips, "you're damn right I am. It's time I did something I should have done a long time ago….Spider."

I took off my pants in a hurry and threw my shoes across the room. I then activated my suit's delocking function causing it expand two sizes bigger allowing Felicia to pull it right off with no restraint.

She ran her fingers down my abs, "these muscles, I should have guessed."

I won't do this again but ahead and throughout this story there will be sex. This isn't a porn fic and won't become one. Don't count on another warning. 

"Yeah, you should have," I grabbed her into a kiss and rolled around pinning her to the bed. I hooked one finger around her suit's zipper and pulled it down revealing a lacey black bra underneath.

I grabbed the track suit and threw it halfway across the room. I kissed her on the lips, slowly going down, tracing kisses down her neck and slowly her shoulder blades.

Felicia moaned at every kiss, her body squirmed under me. I wrapped my hands around her hips and squeezed her ass. Each time my lips met her skin it was like kissing fire, her blood rushing, her skin flushing.

I hand went up and cupped her breasts, massaging them, Felicia moaned out, "don't stop."

And I didn't plan on it. I kissed her breasts harder, sliding one hand under her bra, feeling her mounds properly for the first time. The tips of my fingers felt her nipples' harder, I circled them, flicking it gently.

I pulled the bra up releasing her breasts, they were perky and could fit the palm of my hand, but I knew one day they would be twice as big. I kissed her neck, slowly going down once more to her glorious tits, one finger still teasing her left nipple.

I kissed her right breast, sucking on it long enough to form a hickey. She shuddered under me, I could feel her legs rubbing together. I felt my own dick harden in arousal as I pressed it against her pelvis, slowly grinding up against her.

My mouth slowly circled her left nipple, teasing her, tongue licking around, but never quite touching the areola. She moaned in frustration and I moved, swallowing her nipple in one gulp, likking it, sucking it.

"Don't stop," she growled again as her nails dug into my back. I felt sharp twinges of pain, but that only fueled my lust for this silver haired goddess below me.

I growled as I pulled away from her breasts, my hands grabbing the hem of her pants and pulling them off immediately. Felicia gasped as she crawled into her bed, I jumped in after her.

I leaned down and kissed her, she wrapped her arms around my neck pulling me into bed. She grabbed the covers and threw it over us, wrapping us in warmth.

"Felicia, I want you," I growled into her ear as my fingers played with her nipples and my groin pressed against her pelvis.

"Tiger," she gasped, "oh I need you, now," her hands slipped down and curled into my shorts. Her fingers glided South, I gasped as I felt her touch the head of my dick and try and wrap her fingers around them.

Her eyes went wide, "woah," she looked at me in amazement.

I smiled back, "surprised?"

"Oh God yes," she slowly slid her hand further down to my base, her mouth growing wider and wider the more time it took. When she finally did reach the end of my length she gasped, "you're huge!"

"And just think," I whispered into her ear, "by the end of this night that's going to be inside you." Thank you Peter Parker, it really was a mystery how he managed to hide his hung wang while wearing spandex, but whatever, that's comic book logic for you.

She shivered in anticipation, though I knew there was a little fear in there as well. I pulled our blanket over my head and slowly burned a trail of kisses down her body. I stayed for a hike at her nipples, taking turns to tease and lick each one.

I then kissed her stomach, and then slowly I reached her legs. I wrapped my fingers around the straps of her panties, a black set that matched her bra and slowly pulled them down. She whimpered when I slid them off her legs and threw them to the side, her legs were pressed close, she was nervous.

I took her legs and kissed her toes. She flinched in surprise as slowly I kissed her ankles, her shin, slowly making my way down her muscular legs. Her legs loosened, I put my arm on the other and slowly pushed them apart revealing her perfect pink lips.

"Felicia," I whispered though I knew she could hear me. I lowered down to her core, her scent so strong it was intoxicating. I tuck my tongue out and gave a slow long lick along her lips, "you're perfect."

"Tiger," she gasped, her hands grabbing my hair, "don't."

"No," I pushed her hands away, "mine, I'll have you Felicia Hardy in every way I know how. Now, scream my name," I covered my lips over her clitoris and sucked on it, nibbling it lightly.

"Peter!" she yelled as her hands pushed me deeper between her legs. I licked her entrance before thrusting my tongue into her tunnel. I eat like a man who lived in a desert, lapping up every drop she produced.

Felicia's body squirmed, but I held her leg down, my fingers squeezing onto her fat thighs as I pushed her further and further. Her legs wrapped around my head, "don't stop Tiger! Ke-keep going!"

I obliged, lapping at her core harder than before, my tongue roughly licking her clit over and over. I brought up my fingers and pushed one inside, Felicia yelled in surprise, I didn't stop as I fucked her cunt with one finger, curling it inside her, rubbing her from the inside.

And suddenly she screamed, "Peter!" she yelled as her body froze, her lips began to gush as I smiled. I lifted my head up, the blanket thrown off to one side from her constant squirming.

I looked down at her, her arms covering her flushed face. Her breasts heaving from the orgasms, I felt proud, powerful, as I looked down at the woman I won over. There was a primal part of me that demanded I make her mine, and I wasn't going to deny it any longer.

"Felicia, you are mine," my voice came out like a order, "do you understand?"

She lower her arms and looked at me dead in the eyes, "y-yes."

I slapped my palms against her fat thighs and grinned, "good," I bent down and kissed her on the lips. She gasped at the taste of her juices on my tongue abut slowly lapped it up swallowing my saliva mixed with her own juices.

"Are you ready?" I asked her.

"Yes," she replied.

I grabbed the helm oh my boxers and stripped them off, throwing them across the room. My dick swung up hard as a rock, standing up in salute to the woman before me. Felicia's eyes meet it and her mouth parted in awe.

"Do you have a condom?" I asked.

"No," she whispered as she wrapped one hand around my neck and pulling me down, "I'm on the pill, it's fine."

"Okay," I whispered as I kissed her on the lips, slowly moving my hips backwards before lowering them to press between her legs.

"Peter," she called out.

"Yeah?" I asked.

"I love you," she said in a voice that was barely a whisper.

"I love you too," I whispered back, without hesitation.

I slowly began pushing my rock hard cock into her gushing cunt. She winced as I felt something being pushed around my cock like a vice. "Are you okay?" I stopped and asked.

"Yes, just...slowly," she gasped.

I looked down, I spotted a hint of blood around my cock, I had just taken her virginity. I knew it was painful, so I silenced her whimpers with a kiss, running my fingers down her hair. Her fingers dug into my back, her legs slowly wrapped around me, she pulled back and whispered, "go."

I sucked on her neck giving it a hickey making her focus on the pleasure instead of the pain as I slowly moved my dick further into her lower lips.

I felt her fingers dig into my back drawing blood, I didn't mind though as I moved into her until I felt my head hit her cervix.

Felicia gasped, "oh God!" I wasn't even all the way inside her, I still had an inch or so of my member left. I slowly pulled out of her before sliding back in.

I slowly began to increase my pace as her pants grew louder. They were loud and meaningless as my hands grabbed her tits, squeezing them as I bit her lips. She pulled up and captured my lips, moaning into my mouth as I began to fuck her at a comfortable pace.

I then suddenly jerked my hips forward, smashing my cock head into her cervix. Felicia moaned in pleasure as she broke the kiss, shoving my head into her breasts.

I took this as an invitation and began to kiss her tits, licking her nipples before playfully biting them. I kept fucking her cunt, I could feel it contracting around my cock as she grew tighter and tighter.

"Are you going to cum for me Kitten?" I asked her licking her nipples.

"Y-yes!" she moaned.

"Cum Kitten, come for me, scream my name, let the world know who's fucking you!" I yelled as I grew impatient, slamming my cock into her tunnel. She gasped again and again, and then finally she let loose.

"Oh Peter!" she yelled like a banshee, her nails scratching up my back, her legs wrapped round my hips as she shuddered. I felt my release coming quickly as I kept smashing into her cunt, desperate for release when it finally came, causing Felicia to whimper as my cum filled her up.

Slowly she let go, her arms falling to the side limply, her legs folded apart besides me as I slowly removed my dick from inside her, a trail of sperm leaking out of her cunt.

I slept down besides her, my hands wrapped around her head as I pressed her head into my chest. I could hear her breathing slowing down, I smiled as I rubbed my hand down her naked smooth back.

"That was amazing," she whispered.

"You were amazing," I replied.

"I...I said it didn't I? I told you...I love you," she repeated, it wasn't a question.

"Yes...do you want to take it back?" I asked in fear.

"What?! No! D-do you want me too?"

I kissed her on the lips, gently this time, "never. I love you Felicia Hardy, and more importantly, I trust you."

Her eyes went wide, as she heard my words. I knew I couldn't tell her everything just yet, about me not being the real Peter Parker, but other than that, it was true, I did love her. And I did trust her.

She suddenly jumped on me straddling me as she kissed me with vigor and passion.

I broke the kiss and chuckled, "careful, keep doing that and you might wake up little Peter," I smiled at the pun.

"As I recall little Peter isn't very little," she smiled back, "besides, I know you have limits tiger, I really doubt-" she stopped as I jerked my hips upwards hitting the tip of my once more hard member against her butt. She looked down at me, "you can't be serious."

I grinned, I grabbed her ass and kneeled it like dough, "you bet your sweet ass I am."

"Again?"

I pulled her hips up and then shoved them down, my dick sliding into her entrance again. Felicia lowered her head and whimpered, her cunt twitched around my dick, she was still sore from the first time.

I expected her to stop me, but instead she smiled at me, "if you think you can handle me, Tiger," she growled as she lowered her cunt down my shaft, going deep down it's length.

I growled at the challenge, grabbed her hips to direct her hips to bounce along my length. I slammed my dick up into her. She gasped as slowly I slid in and out of her again and again.

"Merry Christmas Tiger," she gasped out as she rode my dick.

"Merry Christmas Kitten," I growled back as I fucked her into the night, all that came out of her bed room that night was my name screamed out from the top of her lungs and the heavy scent of sex.

Don't tell me I didn't warn you. I understand this was a short chapter, but I needed to put down some important things. Like Otto's experiment not ending up horribly...for now. 

Chapter Text

It was New Year's Eve. I should be out with my girlfriend jumping from building to building, seeing New York in a way only we can. I should be introducing her to May and Ben, since we were finally serious I figured it was time. I should then be introduced to Felicia's mom, if she was even at home. I should be doing many different thing right now, but instead I'm here, at work. Fuck the Fantastic Four.

"Just so you know, I hate you all," I grumbled out as we gathered around in Reed's lab.

"Oh come on Pete, would you rather be here or out there in the cold?" Johnny asked with a sly grin.

"I would rather be with my girlfriend enjoying a wonderful night in together," I growled, "not sitting on my ass in Reed's lab!"

"You aren't just sitting on your ass," Reed argued as he looked over several different calculations, "you are waiting for me to show you something super important."

"Right," I grumbled, "forgot. By the way you still didn't tell us what that something is!"

"Patience is a virtue," Reed grinned.

"You try saying that when instead of doing math you could be sticking your tongue down a hot blonde's throat!" I growled.

"Well if that's all you want I'm sue that can be arranged," Johnny threw his arm around me wiggling his eyebrows.

I rolled my eyes, "sorry Johnny, but your sister's a bit too old for me-"

"-Hey!" Sue yelled out.

"-But thanks for suggesting it, you're a real friend," I grinned.

"Hey! That's not what I meant!" Johnny growled as flames began to form on his surface, "and don't talk about my sister like that!"

"Oh calm down kid," Ben patted him on the back dousing Johnny's flames, "you shouldn't be dishing it out if you can't take it."

I nodded, "yup! What he said!"

"Grr, fine," Johnny turned away folding his arms in anger.

"Oh Peter, you don't think I'm pretty?" Sue asked innocently batting her eyes.

"I never said that, I just said you were too old for me," I smiled, "I'm fifteen, I won't be legal until another three years Sue."

She chuckled, "but really Peter, when are we going to meet this girl you're always talking about? Felicia was it?" Sue smiled, "you really should bring her over sometime."

I shrugged, "yeah, maybe. I just need to make sure she's used to the whole the superhero thing, she seems okay but I know that deep down she's still a little shaken up."

"Wait, what?! You told her you're Spider-Man?!" Johnny yelled out, "dude! What the hell?!"

I shrugged, "what? I like her so I told her. She knows how to keep a secret, plus it will be weird if we continued this relationship with such a huge part of my life being kept away from her."

"That's….very nature of you Peter," Reed admitted from his lab, "very thoughtful."

"Thanks," I smiled.

"Do you have a picture?" Ben asked.

"Oh, yeah," I took out a holographic displays and turned it on, the picture of us at the movie theater on our first date was displayed, "ta-da."

"Woah!" Johnny whistled, "damn dude! How the hell did you score that?!"

I smiled, "simple, I'm awesome."

"She's very beautiful," Reed nodded, he noticed Sue looking at him and quickly spoke again, "congratulations Peter."

"Treat her right kid, a girl like that is rare to have," Ben spoke grimly, from experience or not I don't know.

"No, seriously Peter, how? How did you get someone like this?" Johnny growled, " mean come on! I'm a freaking superhero and you're just a wimpy kid!"

I shrugged, "a wimpy kid with a charming smile."

"Yeah right!"

"Oh I don't know about that, he seems charming to me," Sue winked.

I immediately blushed, "I-I ah, thanks?"

"Yes! Pay up Reed!" Sue grinned.

"What? Oh, god dammit Peter!" Reed yelled as he took out a ten dollar note and slapped it on Sue's outstretched hand, "would it kill you to not be so damn shy?!"

"Did you have a bet to see if She could embrace me?" I asked disbelievingly.

"Ah, no, that's not important, what is important is that I'm ready," Reed announced stepping away from the machine he built in the middle of his lab. It was huge doorway, like three slabs of stones creating an arch. The other side was closed, but judging by the systems and machinery on the machine's frame it wasn't exactly a door.

"Never thought I would be seeing this thing again," Johnny sighed.

"You and me both kid," Ben growled as we all stepped up besides Reed looking at the machine.

"So ah, to the member of the team who has no idea what's going on, can someone fill me in?" I asked.

"This is a version of the dimensional teleporter that gave us our powers," Reed explained, "I adjusted the settings so that we can't actually go through, just observe the world on the other side."

"Okay...and the reason you did this is….why?" I asked curiously.

"Our powers comes from an alternate dimension," Reed explained, "but without studying that dimension I can't tell just how this happened to us."

I whistled, "so, what are we waiting for? Fire it up!"

Reed nodded, "right." He went to the panel and began to work at the keys. Suddenly a purple screen appeared in the doorway and I saw an image take form.

It was a barren and dead landscape that had no reason existing. The sky was dark and filled with exploding super novas and what looked like close by planets. It looked like a universe that was dying, and I suppose in a way it was.

"Damn, you guys went in there?" my voice was shaken, "just...damn."

"I thought the same" Ben grumbled out, "it's not a nice place."

"Wait, is this the same place we landed?" Johnny asked narrowing his eyes.

"Yes, I think it is," Sue said in surprise, her eyes widened, "look Johnny! That's your footprint!"

She pointed at the screen and sure enough there was a human footprint on the soil. A human footprint...in a different dimension. Yeah, this was fucking crazy.

I slowly backed away, I didn't like the fact I was just a few steps away from landing in another world with no way to get back. A stumble and I would be lost, forever.

"Peter, are you okay?" Reed asked.

"Fine, just...don't want to risk it you know," I gulped, "one wrong move and I'm trapped in another world."

"Relax, Reed said it's fine, you can't accidently walk into another dimension Peter," Johnny waved off his worries.

"Technically I said I blocked the way too that dimension, but one can still receive things from the other side, nothing solid off course, just stary forms of energy," Reed clarified.

"R-right," I gulped.

"Now, let's begin, I'm going to calibrate the machine to detect any energy signatures that travels from the portal, Johnny can you hand me that-"

The alarms blared alive. The entire building went into security mode.

"What's going on?!" I asked.

"The scanner's picked up something coming right for us!" Sue yelled as she went to a monitor and began typing away.

"Wait what?! What's coming at us?!" Johnny asked.

"This," Sue pulled up an image of the New York skyline. I narrowed my eyes at a flew glowing figures flying towards us, suddenly the image zoomed in revealing the lights to be robots dressed similar to everyone's favorite crazy dictator.

"Doom, he's coming," I narrowed my eyes, "oh fuck, he's coming for the portal!"

"Maybe," Reed began typing into the counsel attached to the portal, "I'm trying to shut it down from here but it won't take my clearance code! Sue!"

"On it!" she yelled back as she began hacking into her own servers, "something' wrong it's-shit! He's inside and he's not letting us shut the portal off!"

"Can't we just pull the plug?!" I asked.

"No, it required too much energy to run so I put into a separate energy source that was all digital," Reed cursed himself.

"What can we do?" Ben asked.

"It's simple," Johnny stepped up grinning as he turned on his flames, "we kick his ass!"

"Johnny's right," Sue nodded.

"He is?" Ben and I asked in surprise.

"I am?" Johnny blinked.

"Ben, Peter, Johnny, go outside and hold him off for as long as you can," Reed told us, "we'll try and stop this portal, I'll break it apart with my bare hands if I have too! Go!"

"Right," Ben nodded as he ran out of the lab.

I pulled off my shirt and pants revealing my suit underneath. I took out my mask and placed it on my face, the mask exploded outwards, hugging my face before snapping in place to form a helmet. I slipped on my gauntlets and slammed my fist on my chest pieces activating the suit as black webs crawled down it.

I reached the nearest window and jumped out, throwing a web line out to swing across the streets towards the fast approaching squad of robots.

"Spider!" Johnny flew next to me, "you web them up I'll burn them down!"

"Deal!" I yelled back as we charged into the squad of robots.

I swung up into the air I shot out two compressed web shots that exploded into a ball of webs the moment it hit a Doom Bot.

Johnny then sent out twin blasts of fire burning them. Two down, around 40 go to.

"Terminate with extreme prejudice," came the robotic voice of all the Doom Bots as they began firing at us with green lasers. My spider senses with tingling, I maneuvered out of the way quickly to avoid getting killed, landing on the back on one Doom Bot.

"Heya big guy!" I yelled placing one hand on the back of his head and one on his chest, "bye big guy!" I jerked my fingers forward to activate the repulsors in my palms, blasting two holes into the robot's body.

I jumped off and landed on another one, one by one I destroyed them. Just then two Doom Bots came at from from either side, grabbing me into a their arms before they took me up into the air.

'Shit!' I realised, they were trying to drop me from a large height! Seeing no choice I pressed a palm on the chest of each robot and sent out a repulsor beam strong enough to rip them to shreds.

I ended up free falling back down, but I landed on yet another Doom Bot that then tried to strangle me.

"These things are everywhere!" Johnny yelled and he blasted a another bot away before suddenly one snuck up behind him and blasted him in the back. Johnny's flames disappeared as he fell to the ground.

"Johnny!" I roared. I turned to the Doom Bot and punched him in the chest, ripping out whatever power core it had. I then jumped away and swung down, shooting of web lies between the building's below to create a giant web net.

Johnny landed on it and I quickly followed. I crawled to him and checked his heartbeat, stable, if a little cranky. I turned up, the Doom bots were ignoring us, instead heading straight to the Baxter building.

I didn't want to leave Johnny like this but I had to. I jumped off the web and landed on a roof. I shot out a web line at a robot and pulled him down, smashing him onto the building's roof.

I slowly got up, not in the least bit concerned for any damaged parts. It looked at me and turned away ignoring me. Fucking sassy robot!

It tried to fly away but jumped on it before it could, grabbing it by the head before pulling it as hard as I could. I could hear the groan of mechanical parts trying to stay together before suddenly something gave way and the head came flying off.

I tossed the head to the side and looked up at to see the robot's surrounding the Baxter building's top floors. They all spread themselves equidistantly around the building and then spread their arms out. A green pulse of energy came seeping out of their bodies covering the building in an energy field.

"Fuck!" I was too late.

I swung to the Baxter building and tried to crawl past the energy shield, but it was too strong, not even a repulsor blast made a dent in it. I even tried going on from the inside, but the shield apparently traveled through solid stone without cutting it in half somehow.

Just then I heard the screech of a subsonic jet. I looked up and saw a black one man jet flying right at the Baxter building. I narrowed my eyes and focused on the cockpit, the man wore green and a metallic armour.

'Doom!' I growled. But before I could do anything the jet slipped into the green force field and landed on the roof of the building unharmed.

'Fuck!' I cursed, 'Doom was inside, I need to get inside!'

I looked around, okay, brute force didn't work, maybe I need to think my way out of this?

Just then I heard Ben scream loud enough that everyone in the building heard it. I grew panicked, what could hurt him?! I needed to get in there!

I looked around before I was hit by an idea, the building, the shield didn't block the building, why? Did Doom calibrate it to ignore the concrete structure? That...that was ingenious!

I crawled up to one corner of the Baxter building and punched it over and over again until it began to crack open. The broken down piece of concrete was huge, I grabbed it and tore it off, climbing up to the shield generator with the concrete webbed to my back.

I slowly approached the shield, I however the concrete into the shield and grinned as it passed through unharmed. I slowly crawled past the five inches of energy and the moment I reached the other side I tore off the concrete slab and ran into the building through a broken window.

Inside I was met with a graveyard worth of broken Doom bots. Guess Ben really did a work on them.

I ran past all of them and quickly reached Reed's room where Ben was knocked out and smashed into a wall.

"Ben!" I called out leaning next to him. He was giving out shallow breaths, but still breathing. I ran into Reed's room and was shocked to find it completely in ruins with the dimensional portal sending out sparks of electricity everywhere.

"You cannot stop me Richards, Doom will have his prize!" Doom exclaimed at Reed and Sue who stood between him and the dimensional portal.

"Not likely Victor," Reed growled out as he enlarged his fists.

"Fool! You cannot hope to stop Doom!" he yelled snapping his fingers to summon forth Doom bots that came crashing in through the ceiling, "destroy him!"

Reed and were Sue were about to react to the robots when I decided to lend them a hand as I jumped into the fight and exploded out a repulsor blast into it's chest piece.

I landed before Doom and my friends, "I'll take care of the robots! You get the tin man with no brain or heart!"

"You again," Doom cried out, "I'll skin you alive for this boy!"

"Yesh, touchy much?" I jumped away as a Doom bot tried to fry me with it's lasers. I landed on the wall and them jumped of, landing on the robot before beating it into pieces with my punches moving fast and deadly.

"Don't do this Victor, you don't know what's on the other side!" Sue cried out as she created force field between her and Reed.

"No Susan, that is where you are wrong. Doom knows exactly what is on the other side! It is power!" he roared as he threw his hands forward shooting of blast of electricity that slammed against Sue's shield's slowly cracking them.

"Oh shit!" I yelled, I had completely forgotten he could do that!.

I jumped away as a Doom bot tried to smash a fist through my chest and landed on the far wall. Two robots came right at me, I waited until the last minute before jumping away. The tore through the wall and slowly turned to meet me, only to have a repulsors pressed their faces.

"Night," I growled blasting their heads off.

"Ah!" Sue cried out as Doom's attack broke through her shield sending her flying away and knocked unconscious.

"Sue!" Reed cried out before narrowing his eyes at Doom, "you bastard!" He came at him fists flying. Doom simply raised a hand and created a green force field around himself preventing any of Reed's powers to go through.

"Of all five of us who were blessed with these amazing powers, I must say Richard's, yours is the least impressive," Doom laughed as he sent out a blast of lightning shocking Reed back onto his desk.

"I won't give up Victor, not until I stop you," Reed cried as he and Victor began to fight.

I got back to my battle. Two drone came after me, I dodged them, shot a web line and then spun them around like a shot ball before throwing them into another squad of robots.

I covered them in the hardest webbing I could I turned to Reed, he was getting fried! I needed to help him!

"Hey gloom and Doom!" I yelled out.

"Who dares-" his sentence was cut short as my fist came flying at his face knocking him back.

"Reed are you okay?" I ran up to the man.

"I-I am fine," he gasped out.

"Good, can you turn of the machine?" I asked.

"Yes, just give me a moment," he turned to the controls. And I turned to Doom.

"You pathetic insect!" he roared getting back on his feet, "you dare challenge Doom?!"

"Look man, I know having a name like Doom allows you to make puns, but does every one of them have to be a pun?" I scoffed.

"Die you insolent fool!" Doom yelled sending out a blast of electricity. I couldn't move, if I did Reed who was standing right behind me would be hit with the lighting and he's the one who can actually save the day.

So I stood, despite my spider sense yelling at me to run, I didn't. It hit me like a truck, I felt my fingers and toe curl up at the shock. I stood my ground and slowly I felt the electricity being siphoned away.

He stopped his attack and I stood on my feet panting.

"How are you still standing?!' Doom roared.

I smiled under my helmet, "simple, I'm better than you," I stood up straight and crossed my arms over my chest, "now, eat this!" I threw my arms apart activating the unibeam of my arc reactor,

Doom's eyes widened in surprise as he was smashed with the full front of the arc reactor's power. The Parker Blood lining my suit siphoned off his electricity and pushed into the arc reactor. Thank's for the boost Jackass!

Finally I stopped, my hands dropping to the side from exhaustion. "How?!" Doom yelled as he slowly got back on his feet, "how do you possess this technology?!"

"I stole it off a drone," I smiled.

"Insolent fool! No matter, Doom will not be stopped!" he yelled snapping his fingers.

The drones I had webbed up to one side suddenly came alive as I tore through the webbing and charged at me. They grabbed me and pinned me to the wall. I struggled, punching my way out of this trap made from their own bodies, ripping them apart piece by piece.

"Stop Richards," Doom sent out a bolt of energy hitting Reed in the back. Reed yelled in pain and fell down. Doom stepped over his body and worked away at the terminal, and in a few short seconds the purple sheen over the portal disappeared.

"It was hopeless to even try to resist Doom Richards," Victor gloated as he walked towards the portal, "all this power, all this knowledge, and you would seek to hide it away like a bastard son? Truly thou are a fool of the highest caliber Richards."

"No, not the highest caliber," Reed grinned as he stretched out one finger and pressed a button. Suddenly the machine groaned and then started to pull everything into it.

"What did you do?!" Doom yelled as he walked away from the sucking effect of the portal.

"Sending you where you belong!" Reed yelled out as he threw a punch that pushed Doom back. But it wasn't enough to push him through.

"I got this!" I yelled sending out another unibeam that tore through my robot wardens. I broke free and ran at Doom, jumping at him, thrusting both legs into his gut that sent him flying back.

"See you! Wouldn't want to be you!" I yelled as I threw a web line at the wall and held on as Doom yet flying through the portal.

"NOOO!" he yelled. The moment he slipped through Reed stopped the machine with the press of another button stopping the portal from sucking int more items.

I sighed as I let go, panting in relief. I turned to him, "did you plan that?"

He nodded, "Victor's ego would demand someone be there to witness his victory. And his hatred for me all but confirmed that person was going to be me."

"So you turned the portal into a trap," I sighed and lay down on my back, "nice. Never doubted you for a second there big chief. I'm just-ah, I'm just going to rest here for a while, okay? Okay."

Reed chuckled as he lied down next to me, "I think I'll join you."

After I felt my body recover I went out and helped Reed destroy the barrier Doom had put up around the Baxter building. I then swung down to rescue Johnny who was still unconscious. We managed to wake him, Sue and Ben up.

The other were pretty pissed they got knocked out so easily, but were glad that Doom was finally stopped. Though Sue was sad at the lengths we had to go to stop him.

In an hours time though there were men in black suits knocking on our doors and in walked agents of SHIELD. None that I recognized, so I didn't mention I was working for them as well.

They helped clean up, taking the Doom bots for storage. We didn't really try and stop them, though Sue did keep an eye on them to make sure nothing of ours was stolen or mishandled. They left quickly and we all decided to just call it a night.

"Yeah, don't worry aunt May I'm fine, I wasn't even in the top floors at the time," I grumbled into the phone as May once again went into a worried rant about how careful I should be, "don't worry aunt May, I'll be fine. I will be coming home late today though, I need to help clean up the lab. Okay?" She agreed and I hanged up wishing her and Ben and happy new year.

I went back to my lab and finally removed my helmet. I walked up to my table and smiled looking at the nearly fully intact Doom bot I managed to sneak away. Doom was a mad man, but he was also a genius. A crazy genius...okay, more in the crazy department than the genius department.

But unfortunately, I couldn't do that tonight, it was getting late, it was New Year's eve and I had a promise to keep.

I turned to the robot and looked around, finding it's power core and quickly turned it off. I wasn't stupid, there was a chance Doom could send a signal from the dimensional portal machine and remotely activate this robot to free him from his prison.

...what? It could totally happen, this was a comic book after all.

I put on my mask and opened my lab window. I jumped out and swung into the night. It was thirty minutes to midnight, perfect. I swung to a nearby bakery that was still open and bought a cake.

It was odd standing in line at the counter like a regular person while in my costume. Heck people even started taking pictures with me and posting it on their social media pages. I quickly payed for the cake and ran out into the night, making my way to Felicia's apartment.

I landed outside her window and knocked. Felicia looked up from her bed and smiled. She walked over and opened her window smiling, "hello stranger."

"Hello ma'am, I heard reports of a very sexy woman in need of cuddling tonight, may I come in?"

Felicia stepped aside letting me in. She rolled her eyes, "nerd."

"Your nerd," I removed my mask, wrapped an arm around her and kissed her on the lips.

Felicia humned as slwolys she pulled away. Sh looked at the parcel in my hands and smiled, "is that for me?"

"Yup! And you'll never guess what it is!" I teased.

"You bought me a triple chocolate cake with sprinkles," Felicia said with a mischievous smile.

I blinked, "how the hell did you know that?!"

"Twitter's been blowing up," she chuckled tossing me her phone. I saw the pics I took with those people down at the cake shop had become viral. There were comment below it like, 'Who's the lucky girl?' 'Damn, someone gets his fine ass this New Year and I get nothing?!' 'Is he single?' 'Keep eating cake and those pants don't fit anymore Spidey.'

I chuckled, "damn, should have know."

"So..cake?" Felicia asked.

"You do like cake right?" I smiled putting the cake on her desk.

"Oh I love cake, but I think I like you more," she wrapped her hands around me kissing me, and pulling me into her bed. She quickly went on top, her fingers tracing down my suit before she stopped the kiss and grumbled, "I fucking hate your suit. Always hides the good stuff."

I laughed, "I can say the same thing about anything you wear in general," I pressed the release button and quickly shimmied out of it, "so, tell me, any New Year's resolutions?"

"Hm, yeah, I'm planning on making sure my stupid superhero boy friend doesn't get himself killed," she grumbled.

"Oh relax, what's the worse that can happen?" I laugh.

"That is exactly what you shouldn't say Tiger," Felicia grumbled, "you do realize now something terrible is going to happen right?"

"Oh come on Kitten, what could possibly-"

"-Felicia I'm home!"

I looked into Felicia's eyes and she glared back into my. "My mother," she hissed.

I gulped, "totally didn't see that coming."

"Get out, now!" she yelled out throwing open her window.

I grabbed my suit and tried to put it on but there was no time. I could hear her door being opened so I jumped out the window and crawled up the side of the wall and waited out in the cold snowy night.

"Felicia, happy new year dear," I heard her mother call out joyfully.

"H-hey mom, I didn't expect to see you," she sould nervous, I sighed as I quickly put on my costume, fucking universe.

"Well I got home early because I thought it would be best to spend some quality mother daughter time! Now come, I've made us reservations at that Italian place you like, wear something appropriate please."

Felicia sighed at the door closing before she stuck her head out the window looked at me, "I'm sorry, I didn't think she would be coming over today."

"It's fine, it's my fault really, me and my big mouth," I sighed, leaning down planting a soft kiss on her forehead, "go on, have fun, we'll hang out later."

"Sorry Tiger," she apologized again. I waved it off and jumped off the building swinging into the night.

Well I was already in costume, might as well do some heroing. So for the rest of the night I was out on patrol, stopping a mugging and a gang of thieves from stealing an atm machine in Hell's kitchen.

But as I was swinging by the streets I noticed a couple of homeless people wrapped around in spare clothes, huddled together around a flaming barrel. There were people of all kinds and if they stayed out here tonight it wouldn't be a good idea, the chances of Hypothermia was high.

I called the police and waited on the rooftop for them to arrive. They quickly came and escorted the homeless people to the nearest shelter. But after the police left I was surprised to find the homeless being kicked out once more. Something wasn't right.

I landed before the homeless shelter as people were being kicked out. Everyone noticed me immediately, the man in charge looked scared, a thirty something that looked fat enough to eat a family sized meal all for himself.

"What is going on here?" I asked with a growl, "why the hell are you kicking these people out?"

"W-we don't have enough funds, the city hasn't been giving us enough for all of these people," the man gulped.

"Who is incharge of your funds?"

"C-councilman Nick Daves," the man told me, his finger twitching in worry.

"Fine, how much for these people staying for one night?" I asked drawing the attention of everyone there.

"F-five thousand dollars?"

"Take them back in, I'll get you the funds," I growled at the man, swinging away with my web lines.

I swung to an ATM and quickly drew out the money. I had gotten a bank account for myself so that Sue could directly transfer the funds to my account instead of handing me checks or cash. I had enough cash for them all.

I looked around the city some more and found more people out on the streets this cold night. I convinced them all to go to the shetler.

When I went back to the shelter I came with nearly twice the amount of homeless people. The fat man in charge looked horrified.

I walked up to him and slapped down ten thousand dollars, my monthly salary for this month, "if I find that even one dollar of this money isn't being used to feed and shelter these people, I will hang you by your ankles and use your stomach as a punching bag, understand?"

"Y-yes sir," he gulped and nodded furiously. I guided all the people inside and after making sure they were safe I swung off into the night.

If I found more people out on the streets I would guide them to the homeless shelter I was funding. It was a long night, and by the end I was exhausted. I came home at around 3 in the morning. I stripped out of my costume and proceeded to collapse on my bed.

I sighed and took out my phone, I downloaded the Twitter app, curious as to what people were currently paying about me.

To my utter surprise I was trending, again. This time though it seems somehow people found out about my trip to the homeless shelter. There were pictures of me grabbing the fat man by the collar and yelling at him.

There were also memes of me, one where I was dressed as Santaclaus, one where I was making it rain money. People were even commenting about my new costume, so far it seems they loved it, calling it the coolest thing since the Iron Man armor.

There was even a video of me with the fat manager, and somehow they managed to boost the audio up and could hear me threaten him. The comment below that varied from, 'This guy's like a mother Terresa, expect with webs!' to, 'A costumed freak threaten a working man? Is this what society has come to?'. And everything else in between.

It was official, I was forever a part of the internet now. And that gave me an idea.

The next day was New Year and I spent it with May and Ben, helping them clean up the place. That night I went over to Felicia's and finally had that cake we have been saving. I spent a few hours there before my duties called, and I was forced to leave to stop a bank robbery two blocks away.

On the second though it was life as usual. I spent the morning with Natasha in the Shield bunker and she was making sure I hadn't slacked over over winter break. Honestly I didn't know SHIELD even had winter break, but I guess it was more for my sake than anything else.

"So do anything fun over the holidays?" I asked her as I jumped away from a kick aimed at my gut.

"Nothing important," she replied neutrally.

"Oh come on Red, don't be like that," I grabbed her arm and threw her over my shoulder. She landed a few feet away and immediately launched at me with a kick to the head.

"Focus Spider," she order as I moved away rubbing my jaw in pain.

"Yeah, yeah," I grumbled slipping into a judo stance. I lunged forward and grabbed her by the collar and threw her over head. She landed on her feet though and instead tried to counter by throw by grabbing my belt and pushing me over.

I rolled on my back and shot my legs out sending Natasha flying back. Before she could get back up I was on her with my arm pressed against her neck, "I win."

"It's a draw," she whispered pressing a hidden blade up against my junk. I really hate this woman, but then judging form the amazing view I'm getting down her cleavage I can learn to forgive her.

"Fuck you, you said no weapons," I growled.

"I lied," she replied as I moved away, helping her to her feet. "You've taken to judo very quickly, I'm impressed, we'll move onto krav maga next. Have you finished the assignment I gave you?"

I rolled my eyes, "you mean memorizing the Art of War? Yeah, I did."

"Good, then you can write a 20 page write up on the subject, due in a week's time, no excuses," she told me walking to the door.

"This feels more like a school than training," I told her as I followed her out.

"Maybe it should," she replied.

"Hm...hey Natasha, do you think SHIELD can provide me with a secure way of using social media?"

The Black Widow stopped at turned to me, "excuse me?"

"Has SHIELD been tracking my online process? Sightings, people talking about me, all that?" I asked.

"Yes, we have, and?"

"Well there are times when I haven't really had the chance to speak for myself and justify my actions. If I had an online presence I can do that," I argued as we approached the showers.

"I see...I'll talk to Fury about it," she grabbed the helm of her shirt and pulled it off revealing her giant breasts being held back by a tight training bra. My eyes went wide as I looked her smoking hot body and gulped. She looked at me with a teasing smile, "are you going to to join me?"

I gulped, "I ah, I don't think Felicia would like that. See ya Red," I said walking away, taking one last glance at her tits before doing so. And I swear I think I saw her grin in victory. Stupid sexy spy, thinks she's all that. Well...she is, but I'm not going to let her know that!

Next day morning I had a parcel delivered to my front porch. It didn't have anything written on it, expect a letter inside which read;

Untraceable. Don't post anything stupid like nudes or anything that can compromise you or SHIELD. All posts you post online will first be directed to our public relations branch for confirmation before being posted.

Fury

Inside was a state of the art smartphone which the SHIELD logo on it. I smiled, guess Fury will willing to trust me on this. I quickly went into my basement and began fiddling with the phone. I knew there was a tracking chip in there somewhere and after finding not one, but three, I decided to begin.

I needed to find a place to put away the phone when not in use and while in costume. Deciding to use an electro magnetic clip that would be powered by the black PB web lines running around my suit. It was basically a mesh of power I could use simply my attaching a machine to it.

I then quickly set up a profile up on Twitter, Instagram and Snapchat. I had to be creative though as hundreds of fake accounts with the name 'Spider-Man' had already been taken.

So I took up the handle, TheAmazingSpider, which was thankfully still available. I signed on with the phone and quickly put up a post;

Twitter:  Hello all! It's your Friendly Neighborhood Spider-Man coming to you in person! Check out my Insta and Snap by the same handle!

I sent out the post, but instead of an immediate posting, a SHIELD logo popped up with the test, 'Processing' underneath. I seems the techs at SHIELD really was looking at everything I sent out.

In a minute the post was put up online, I smiled, guess it's official, I'm online!

Twitter: Hey I just realized something, now I'm not only swinging on webs, but surfing The web as well!

Soon the first responses came up:

Holy shit is this real?

Fake account is fake.

Doesn't even have a profile pic!

Lame jokes are not a good thing!

I grumbled, of course they wouldn't believe me. Why would they?

So I quickly got suited up and swung out into the city as Spider-man. I swung towards Brooklyn bridge and created a hammock out of my webs between the metal lines holding the bridge up. I jumped down into the hammock and took a selfie with the busy traffic street below.

Twitter:  Ah, nothing like a new year for a new me. You guys like the new costume? This shit was expensive!

I then put up the picture as my profile pic and posted it on Instagram and my Snapchat story. I then leaned back and waited.

Holy shit it is him!

Spider-Man's  on Twitter?! What the fuck?!

Quick! Someone hack into his phone and shit!

Dude, how come a superhero in a mask is online, but Iron Man isn't? This is such B.S.!

Mr. Spider-Man sir, I'm a huge fan! Thank you for protecting our city!

I responded to whoever I could, giving off my thanks, and accepting their gratitude. I even threw in a little humor in there as well.

By the end of that day my account quickly became grew followers, reaching over a million followers on Twitter, Insta and Snap. I even got Twitter to make my account the official Spider-Man account, giving me the little blue tick mark. I grinned, yup, like is good.

Chapter Text

I stared at the screen before me. I grumbled rubbing my forehead, "this doesn't make any sense."

"You're telling me," Reed grumbled, "when you asked me to help you out I didn't think….this doesn't make any sense Peter."

"I know, I just said that," I grumbled.

"Have you tried UV?" Sue asked from the computer, typing away an email.

"Yes, it still doesn't show any difference," Reed grumbled, "this doesn't make any sense. How does this even happen? It should be impossible!"

"And yet I am currently standing here before you completely possible," I told him with a raised eyebrow.

"Your blood is impossible Peter, nothing else I can call it," Reed zoomed in on the microscope we used to examine my blood on a cellular level. The screen showed a single one of my cells and its genetic properties, the DNA helix, rotating on it's axis.

"It looks like it somehow adapted spider like quality into itself, but only took on the good one," Sue hummed, "like it picked and chose what it knew would be beneficial."

"But it can't do that because it's not alive!" Reed exclaimed, "God damn it Peter this doesn't make any sense!" I roared and threw his notes into the air, walking out my lab in a cloud of smoke.

"Don't mind him, he just doesn't like not knowing something," Sue sighed, "it's an ego thing. But it is to be expected, he's a physicist, not an genesist."

I hummed, "I see, do you think you can give this a go?" I asked.

"Let's see," Sue got up and approached the screen scanning my DNA, "did you analyse the genomes?"

"Yup, here, can't make head or tails of it though." I gave her an SA with the data she requested.

Sue looked at it quickly making notes near each one. I took us a while, but after she was done with one entire sequence she put the SA aside and sighed, "Reed's right, this shouldn't be possible. It's almost like...like your DNA adapts itself to foreign objects. It some how assimilated the spider genes into itself, allowing you access to it's abilities."

"So that property existed in my blood before the spider bite me?" I asked.

"It looks like it," Sue pointed at a strand, "see this? That was going to make you agile and strong like a spider. And it has nothing to do with your DNA adapting itself against foreign object."

One eyebrow went up, "so are you saying I'm a mutant?"

Sue shook her head, "no, the mutant gene is clearly marked and visible. If that was the case Reed wouldn't currently be in the kitchen eating an entire tub of ice cream," I blinked, "yeah, he does that when he can't solve something."

I chuckled, "damn."

"Anyway, your blood, your DNA...it's something more. It's...I would say it's similar to our own DNA, it's mutated into something else entirely, not quite mutant, but definitely not human."

"So….a metahuman?" I asked in wonder, coining the term I knew that was popular in the DC comics.

"Yes...I suppose that would be an accurate word for what you are," Sue nodded, "though it really is strange, just how does your blood act this way?" She hummed going into an almost trance like state. I knew better to bother her, best leave her alone.

I went to my workstation, on it was the Doom bot I had 'precured', broken apart into various pieces. I was learning more about Doom's tech, it really was interesting.

As I continued learning from the machine my SHIELD issue smart phone buzzed. I turned it on and found a thousand or so messages from my Twitter, Insta and Snapchat accounts, a thousand each that is.

I couldn't respond to them all, no way in hell. So I did what all celebrities do, switch off notifications. Instagram was easy, most were follower notification, and so was Snapchat. Twitter though was a problem, I needed to read every time someone tweeted at me, just in case they were talking smack and needed to be put down.

As I began to have scan and input the Doom bot's design into my computer, don't know when that'll be useful once more.

After that was done I began to focus on my other little project, Councilman Nick Daves, the guy who somehow lost the funds to feed and shelter the homeless of New York on the coldest night of the year.

The man looked clean, too clean, but after a little digging I found he had not one, but two beach houses in the Hamptons and one Summer home in Greece.

I used Peter's subpar hacking skills to get into Nick's personal laptop, not hard considering he uses a public network to login every time he went to work. I searched through his files, first off let me just say he has a lot of porn, like 400 GBs worth, and second, he doesn't have anything incriminating.

I looked at the screen and sighed, maybe it was time I did this the old fashioned way, follow him until he does something dirty. Maybe I can put a tracking chip on him? Like the kind Peter makes in the future? Yeah, that sounds good, I'll do that.

"Peter, you won't believe what I just found," Sue suddenly said gaining my attention.

"What?" I got up and pushed all thoughts of Nick Daves to the side.

"Your blood, it's evolving," Sue spoke as she worked on her data pad, "well, no, evolving might not be the right word...it's morphing, meta-morphing to be exact."

"What does that mean?" I asked.

"It's like a caterpillar turning itself into a butterfly, but instead of strings to build a canon, it uses stray strands of DNA or foreign object to adapt itself. Here, I tried to inject with the common cold, look what happened."

I watched the monitor. The virus was injected into a small sample of my blood and suddenly the virus began to get absorbed into my blood. I saw it being taken apart by my blood cells, a few strains of it remained while the rest were digested.

"Did...did my blood just vaccinate itself?" I asked in disbelief and in the back of my head I couldn't help but think I had seen blood act like that before. Somewhere...

"It certainly looks like it," Sue nodded, "and if we take that theme of 'vaccination', we can understand how you survived radiation poisoning. You blood must have absorbed the spider bite and vaccinated you to it's effects, and then adapted the properties to serve as an inoculation for you. Peter, have you ever gotten sick before?"

I blinked trying to recall Peter's memories, "well...once, I think."

"And ever since then you never have right?"

I blinked in wonder, "oh my god...yeah, I've never gotten sick after that!"

"Then it would stand to reason you never would," Sue pulled up several other screens, "I have no idea what your blood is Peter, but I want to find out, this could be the key to solving disease and every single thing that plagues man!"

I gulped, "coming in a little hot there chief."

"You're damn right I am! This is amazing Peter! We could literally save the world with the stuff you have inside your body! Will you please let me research this? Please?" she asked in a pleading tone, her eyes sparkling in wonder.

"Well...okay, I guess," I shrugged, "just like, don't clone me or anything okay? I really don't want that to happen."

Sue blinked, "why on Earth would you be worried about something like that?"

I shrugged, "no reason, just saying," it would be so weird to fight a clone of me, so weird! And don't think I haven't thought of a plan for when the clone saga begins, because I have! I hate that storyline, seriously man, what was the point?! Grr, fucking Marvel!

I gave Sue a few more samples of my blood, much to her excitement, and then packed up for the day. It was 2 in the afternoon, usually I would work till the night, but I already had other plans today.

I swung out my lab window as Spider-man and made my way to Felicia's place. I reached there quickly and knocked on her window. She threw it open and smiled, "hey Spider, come on in, I'll almost ready."

"Right," I jumped and and stretched, it really was going to be a long day. "So, you nervous?" I asked her.

"No, why would I be nervous?" she huffed as she tried on a jacket before taking it off and searching through her closet for something else.

"Because you're biting your lips, you do that when you're nervous," I chuckled as I removed my mask and my web shooters, removing my school bag where I kept my civilian clothes.

"Well, maybe I'm a little nervous," she admitted as she tried on a long coat, she turned to me, "what do you think?"

I smiled, "I think they'll love you no matter what you wear," I deactivated my suit and shimmed out of it, standing in nothing but a pair of briefs.

Felicia's eye roamed down my body as she licked her lips, "you know, if you're trying to seduce me, it's working."

"Oh Kitten, you know how to make a guy feel loved," I gaver a small peck on the check, "if you want we can have some fun later, but right now we need to move, my aunt May would kill me if I was late."

Felicia pouted, "fine. I don't get it though, why do they want to meet me so much?"

"Well you are my girlfriend," I told her putting on my shirt, "and so they want to meet you."

"Fine," she grumbed.

"You don't have to be nervous."

"I'm not!"

"Right, good, because I am," I chuckled.

Felicia rolled her eyes but said nothing. We walked out of her apartment and got a cab downstairs. It took some time to reach my place but when we finally stood in front of my door she sighed, "okay, maybe I'm a littler nervous."

I laughed, "don't worry," I knocked on the door, "they'll love you."

Felicia gulped and nodded. Almost immediately May threw open the door and smiled, "Peter! Finally! I was beginning to get worried! And this must be Felicia, hello dear, nice to finally meet you!"

We stepped inside the house as Felicia gulped, "h-hello Mrs. Parker. You have a lovely home."

"Oh none of that, please call me May, I'm don't need to be reminded I'm an old Mrs.," May laughed.

"Ah, are they finally here?" Ben called out as he walked in from the kitchen, "hello, you must be Felicia, it's a pleasure to finally meet you."

"You too," Felicia smiled.

"Why don't we sit down in the kitchen," I suggested, wrapping my hand around hers.

"That's a lovely idea! I just made some cookies!" May smiled as she quickly pushed us into the kitchen where we sat down and she went to pull a freshly made batch of cookies out of the oven.

"So Felicia dear, how did you and Peter meet?" May asked, the excitement in her voice almost made me think she was going to have a heart attack or something, but luckily it seemed she was just excited Peter was finally bringing home a girl.

Felicia smiled, "well actually it's because I wanted a tutor and I was told Peter was the best, we spent a lot of time together and...I guess it just happened. Oh and he did kind of save my life."

"Oh that's right the Stark Expo," Ben grumbled, "terrible thing, I don't understand what the were thinking."

"Hey at least they are alright now," I sighed, "Hammer tech is basically bankrupt, at least we got that out of the whole ordeal."

"True, true, now Felicia dear, when did Peter ask you to be his girlfriend?" May asked quickly changing the topic.

"Well...he didn't really ask me, he just kissed me and looked at me until I gave an answer," Felicia admitted.

"You did?" May and Ben asked with matching looks of shock.

I grumbled, "you know it would be nice if you guys had even the littlest amount of faith in me. Is it so difficult to think I could do something like that?"

"Yes," all three replied.

I banged my head on the table, "I hate you all."

"No you don't," Felicia smiled kissing me on the cheek.

I immediately perked up, "yeah, maybe I don't."

Ben and May laughed as quickly we all began to talk, though most of the time they spent trying to humiliate me.

Felicia had a few good stories about me, about the time I spilled coffee over pants and then stripped out of them on the spot because they were burning hot.

May then told one where Peter as a kid tried to climb a tree but ended up falling down. The only reason Peter didn't crack his head open was because he pants were caught in between a tree branch saving his life, but giving him a monster wedgie.

In the end we had a nice afternoon and I could see Felicia getting along with them like a fish to water. I'm glad that's the case, I would hate it if they didn't get along.

Soon we had to leave, "oh I do wish you stay for a little while longer," May said with a sad tone, "it was so good to finally meet you Felicia."

"And you too aunt May," Felicia smiled back, she had began referring to May as aunt as well, don't why, it just seemed natural.

"Peter, make sure she get's home safe okay?" Ben told me.

I smiled and nodded, "no problem. Oh by the way, I'll be home late tonight, Sue needs me at work."

"That's fine Peter, I'll leave you something to eat," May smiled.

We walked away into the city, we wouldn't be finding a cab here any time soon. I wrapped my hand around hers, pulling her close.

"So, what do you think?" I asked.

"They're amazing," Felicia admitted, "they're so nice, and sweet...like a real family."

"You don't like your mom that much huh?" I asked, knowing the answer.

"No...she's never there for me, always doing her own shit," Felicia grumbled.

"Hey, relax, you have me," I smiled squeezing her hand, "what does your mom do anyway?"

"She's a lawyer," Felicia shrugged, "protects the scum of the Earth while letting the poor face punishment. All those people I robbed? They were her clients."

"The banker?"

"Responsible of scamming 300 families out of money."

"The jewelry store?"

"The owner was on trial for rape….he got off thanks to my mom," Felicia growled.

I groaned, "I see...hey Kitten, what are you doing tonight?"

Felicia looked surprised, "nothing, why?"

"Do you want to do something fun?" I asked with a teasing smile.

"I-I think my mom's home tonight, we can't really...you know," she blushed.

"What if I promise to be quiet?" I teased.

"You can, but I sure as hell won't be," Felicia teased back, "you always have a way of making me scream out your name Mr. Parker."

I grinned, "good. But I wasn't talking about doing that, though if you want we can do it later tonight. I was wondering if you wanted to spy on a corrupt fat cat and expose any dirty secrets he has hidden away."

Felicia smiled, "now you're talking. Who's the lucky ass?"

"Councilman Nick Daves."

"Right, but I thought you had to be at work tonight?" Felicia asked.

"Kitten, this is my job," I smiled.

That night:

Felicia and I stood on a rooftop in costume. I used the night vision goggles installed in my mask to look into Daves house, his wife and kids were asleep and he was in his study looking over documents.

"So what did he do to piss you off Spider?" Cat asked as she leaded against the roof.

"He's in charge of funding homeless shelters all across New York, but last month there was a shortage in funds and people were thrown out on the streets on the coldest day on the year. If I hadn't helped them out I'm sure some would be dead right now," I grumbled as I tried to see what documents Daves was looking at but unfortunately I didn't have a zoom fucking, maybe I should add that next.

"Sounds like a bad man," Black Cat growled, "how did scum like this get power in the first place?"

"Is this your first dirty politician?" I asked.

"No, but it is my first one where I stay out here in the cold waiting for him to do something," she grumbled.

"Sorry," I looked at her, she was shivering in the cold January night. I could see her nipples poking out, I couldn't help but get turned on, "you know, you really should change your costume."

Felicia blinked, "why? What's wrong with my suit?" she looked down. The black track suit was nice to be honest, she had her gadgets attached on a belt around her hips and domino mask on her face, but it wasn't the classic skin tight leather dress that I knew and loved. Honestly, if she was wearing that right now I would spend half the time hiding the enormous erection I would sprout.

"It's not really safe, it's just a normal track suit right?" I looked it over.

"Well excuse me, not everyone has access to the Baxter building and all their fancy tech," Felicia huffed.

I chuckled, "true...do you want me to make you a suit?"

"What?"

"Do you want me to make you a suit? It shouldn't be that hard," I shrugged. I could probably steal a SHIELD combat suit...no, that won't do, Natasha would find out and then they would know about Felicia, if they didn't already. Guess I'll just have to make one from scratch.

"Wait, you would do that for me?" Felicia asked surprised.

"Well, duh, if I didn't you would be running around with no protection on trying to take on criminals in a tracksuit," I scoffed, "I'm your boyfriend, and I fully intend on keeping you around for as long as I can."

Felicia looked shocked, she jumped my wrapped her hands around me, "thanks Tiger."

"You don't have to thank me Kitten, it's my pleasure," I wrapped my arms around her.

"You know...when I found out you were….well, you, I figured you would try and stop me from being...well, you know."

"Felicia, I still remembered the first time we talked, really talked. I know how much this means to you, how the name you chose truly lets you be free and express who you are, do you think I would ever want you to stop being that?"

"Well I just thought...you know, I'm a criminal, and you're a hero, so….you..." she trailed off.

"What? That I wouldn't want to be with you?" I laughed, "Felicia, I'm a criminal too. I'm currently stalking a government worker as we speak! People may look to me like a hero or a saviour, but I'm a criminal too," I removed my mask and kissed her on the lips, "you aren't going anywhere Kitten."

Felicia smiled, she opened her mouth to say something before gasping, "he's moving!"

I blinked, "ah, what?"

"Daves, he's leaving his home!" Cat broke away and went to the rooftop looking down, "he got into his car, we need to follow him."

I grumbled, "we were just having a moment," I put on my mask and wrapped a hand around Felicia, "alright hold on, this is going to be fun."

Cat did so and we swung into the night. She kept an eye on the car as we slowly went to the bad part of town.

But just then he went down into a tunnel, "Shit!" I cursed.

"I know where he's going," Cat hissed, "there," she pointed at a large fancy hotel a few blocks away, "that tunnel leads to two places, the Highway or a service road leading to that hotel. I'm guess he's not skipping town just yet."

"I could kiss you," I chreed.

"Just don't drop me Spider," Cat smiled as I swung towards the hotel, landing on a window on the fifth floor. We looked down and in the distance saw Daves car coming out of the tunnel and into the parking garage.

"We need to follow him," Cat spoke, "can you get us inside?"

"Yup," I nodded as I walked crawled downward with Cat clinging to my back. I quickly found a service entrance near the back, we slipped inside and snuck our way in. We avoided a couple of the hotel workers before I stumbled onto a man coming out of the security room.

"Score," I whispered, calling Cat over, "how good are you at picking open door?"

Cat looked offended, "the best. Now stand back and let a master show you how it's done," she pulled out two pins and in five seconds the door was open.

"I am incredibly turned on right now," I whispered as we snuck inside locking the door behind us.

"So what are we searching for?" Cat asked as we stepped up to the security monitors and controls for every camera in the room.

"We are searching for...him," I pointed at Daves stepping out of the lift on the 10th floor. We followed him closely, I manually changed the feeds to all the cameras on the tenth floor.

We tracked him knocking on room 1010, the door opened revealing a black man in a nicely pressed suit. I held up my SA and scanned his face storing it in my data banks. Daves stepped in and we lost track of him.

"So he's in a suite on the top floor," Cat said as she leaned back on the chair kicking her legs up on the terminal, "what now?"

"Well, let's see if I can get a little help," I transfered the image of the man I captured onto my SHIELD phone and sent it as a message to the tech department with the message, 'Need Identification.'

It was a long shot, but it turned out to work as I quickly got an email back with an attached folder.

I displayed the folder on my SA and whistled, "damn."

"What? What did you find?" Cat asked getting up to look at the file I looked over.

"Do you know Domanic Marcelle?" I asked.

Cat groaned, "yeah...big time mafia boss, last year his entire operation got busted but he managed to escape. Police have been trying to track him, but every time they came close he just like disappeared."

"Yeah, and the guy we just saw? His name was John Travis, Dominic's right hand man," I swiped through his folder, "there were rumours they were partners."

"Business partners?"

I shook my head, "romantic."

"Oh," Cat's eyes went wide.

"Yeah, so if he's here..."

"Then so is Dominic."

"It makes sense," I hummed, "the police have never been able to catch him because they had help from the inside," I looked up, "Nick Daves has been their guy on the inside."

"So...what do we do now?" Cat asked.

I turned to her and smiled, "feel like catching a mafia boss?"

We snuck out of the security room and out into the open air once more. Cat got on my back and I jumped onto the building's wall, climbing up towards the tenth floor.

We quickly reached the penthouse, it had a balcony, a swimming pool and guards armed with machine guns.

I crawled around and reached the roof. Cat and I looked down from our perch, there were five guards outside in the cold with guns. From what I briefly saw inside there were about a dozen more inside, luckily not carrying guns.

"I think you should stay back for this one," I told Cat.

"What? Why?" she hissed.

"I'm bullet proof, you're not," I tapped my costume, "but...how good are you at shooting things?"

Cat grinned, "very."

I pulled out my SHIELD issue phone and switched it to camera mode, "we need evidence of Daves working with Marcelle, you can shoot some video of them sitting and talking," I pointed at a large wall sized window with a small ledge.

Cat took the camera and groaned, "I thought you were going to give me a gun."

I shrugged, "sorry, I don't like guns."

"Whatever," she rolled her eyes and with the grace of a practised acrobat she leaped down to the ledge. I was scared, my heart leaped out, we were ten floor up, if she missed, she would fall. But she didn't miss, she stuck the landing.

I sighed in relief, she quickly moved to the corner of the window and pulled out the phone. She slowly slid the window open just a crack allowing the sound from inside to come leaking out allowing the video to have some audio as well.

Seeing that part being taken care off I turned to the guards with guns. I cracked my neck and checked my web shooters, time to get wild.

"Hey boys!" I cried out, all five armed guards turned at me and leveled their guns, "is this the bathroom? Because I think I'm lost."

"What the fuc-" I launched a web line at his chest and pulled, he came flying at me as I collided my fist to his face, knocking a few of his teeth out.

"Waste him!" another yelled out as they fired bullets at me.

My spider sense went into overdrive, I jumped back into the roof, their bullets couldn't reach me here.

"Someone go up there and get his body!" a gaurd yelled out.

"Hey! What's going on out there?!" I heard a voice from inside ask.

A man climbed up onto the roof, but the moment he looked up he saw my foot coming for his jaw, throwing him off.

"He's alive!" they yelled.

"Eat webbing assholes!" I yelled shooting down two web lines to grab their guns and jerk it from their grips.

"What the fuck is th-" I jumped down landing a kick on his face before spinning around and kicking the last armed idiot in the stomach.

I then grabbed the last man still standing and threw him through the patio doors. He landed in the middle of the suite's living room.

"What the fuck is going on?!" a white man who I recognized as Marcelle asked as he and everyone else in the suite were on their feet.

I stepped in, crushing glass shards under my feet, "hello Marcelle, fancy meeting you here. Are you and councilman Nick Daves friends? Or am I just being paranoid?"

"W-waste him!" Marceels yelled out as he, Nick and John Travis ran for the door.

"Ah-ah you aren't going anywhere, not this time," I said covering the door with my hardest webbing.

"What the fuck is this?!" Marcelle yelled as he grabbed the door and tried to shove it open, but my webbing didn't let him.

"Now, there are two ways we can do this," I counted the men inside, around 10, armed with baseball bats, but one guy had what looked like a sword. Where did he get a fucking sword? "You know who I am right? Spider-man? Fought a guy made out of electricity and came out fresh as a daisy? Took on a tank and beat the shit out of it using a sewer lid? Do you really think I can't take each and every one of you out right now?"

They looked at each other gulping. They slowly dropped their weapons and held their hands up in surrender.

"No! Fight you bastards!" Marcelle yelled, "why do I pay you fuckers?!"

"Good choice," I told them, even the guy with the sword decided not to fight. "Now slowly move towards the wall, I promise this won't hurt," I shoot balls of webbing at them sticking them to the walls, just until the police got here.

"You bastard!" John yelled as he pulled out a gun from his coat pocket.

"Shit," I yelled as I began to jump away, but just then something came flying through the air and hit John right in the hand, startling him enough to drop his gun.

"Gotcha!" I yelled webbing the gun and pulling it to me. I then threw the thing out the window before turning to the three free men. I looked down, the thing that hit John was a TV remote, which was now cracked in half. I blinked and turned to the window where I saw Cat waving at me while still holding the camera steady.

I waved back before turning to the three men, I quickly trapped them with webbing and stick them to the wall. I then turned to Cat and sighed, "thanks Cat, but you do know I had that right?"

"I'm sure you did Spider," she smiled as she walked up to me and wrapped her arms around my shoulder, planting a kiss on my mask, "you really need to do something about this stupid mask."

I laughed, "okay, promise."

We stopped recording the video and quickly called the cops with the whereabout of Marcelle and his gang. We then climbed onto the roof and looked at the widow Cat captured.

"This is the third time Nick," Marcelle spoke, "you can't keep asking for cash without showing results!"

"Please, I need it, you need to pay this man off! If you don't he'll kill us all!" Daves sounded hysterical.

John scoffed, "right, so some guy walks up to you on the middle of your office, tells you to pay him cash and...you just do it?"

"No!" Daves yelled, "he then gave me a package with...with Cassy's hand inside!"

"Cassy? Who the fuck's Cassy?" Marcelle asked sipping a glass of wine.

"She's my mistress and...she's fucking dead! This guy said if we don't pay he'll do the same to my family!"

"Grr, fucking hell man," Marcelle growled.

"Please Marcelle! How many times have I saved you from getting caught?! How many times did the police catch you only because of me?!"

"Fine, fine, I'll give you the money," Marcelle grumbled, "but you owe me Daves!"

"Thank you!" Nick looked relieved.

"Why did he target you?" John asked, I heard myself in the video announcing my arrival to the goons outside.

"He said we were moving in on his turf. The heroine you guys bring in is affecting his business," Nick shuddered.

"Did he tell you who he was?" Marcelle asked.

"Yeah, he called himself a member of the Hand and-"

"Hey! What's going on out there?!" John roared.

And then I came in, threatened me and I saw Cat's POV as she grabbed the remote and threw it at John. The camera focused on me when I thnaked her, and when she wrapped her arms around me to kiss me, the frame was now framing her lips touching my mask, luckily the mic was muffled so you couldn't hear what she whispered.

"Not bad Tiger," Cat smiled, "with this there's no way he can hide!"

But I wasn't listening to her. I wasn't even paying attention. I was in shock. The Hand...already? How? Have I really brushed up so close to them?! Will they come after me now? No, no, I just got one of their biggest rivals arrested, they'll fucking throw me a party!

I knew I should go down there and undo what I did, but it was too late, I could hear the police sirens down stairs, the cops were already here.

"Tiger? Are you okay? Peter?" Cat asked once more snapping me out of my daze.

"I-I, yeah...it's just...that name, Hand….I know it," I wasn't going to tell her everything, just a little.

"Really? Where?"

"An ancient Japanese gang, they are rumored to worship a demon and...I don't know much else, but every time I talk to a gang who knows even the slightest thing about them they would freeze up and shut up….I think they're scared."

"Someone who can scare every single gang in New York? Damn, this I have to see."

"No!" I snapped, "if you even think is somehow involved Felicia you run, do you understand? You run and you don't look back!"

Cat was startled by my use of her real name, something I rarely ever do. "Peter, but why? What's so different about the Hand?"

"They….they are dangerous," I explain slowly, "promise me Felicia, promise me if you even think the Hand is involved you'll call me right away and run as fast as you can."

"Peter I-"

"-Please," I begged, my voice sounding afraid, something she has never heard it do.

She gulped and nodded, "I promise."

I sighed, hugging her tight, "thank you Kitten...if I ever lost you I...I don't know what I would do."

She slowly hugged me back, "don't worry Tiger, you aren't getting rid of me that easily."

We swung back to her place where I used her computer to edit the video down to only the parts where Daves basically confessed to hs crimes. We quickly changed out of our costumes back into civilians clothing just as he video got rendered.

I then transfered the file to my phone where I posted the video on Instagram with links to it on my Snapchat and Twitter. Time to take it viral.

But this time though the post didn't get approved, in two minutes I got a message saying my request was denied. I was surprised, but just then I got a call, the number was blocked.

I sighed, I have a feeling I know who this is, I put the phone up to my ear, "hello?"

"What the hell were you thinking?!" I heard Fury on the other side.

"What do you mean?"

"You went after a crime lord on your own!" Fury yelled back.

"No, I went after a corrupt politician who just happened to be working with a crime boss, totally different."

"Do you realise what you almost did? You nearly caused a scandal that would rock the Eastern seaboard! If this video got out the case the FBI was building on Marcelle over the last four years would be useless!"

I flinched, "sorry."

"Next time you find a fucking crime lord in hiding do the right thing Peter, call the fucking cops! This isn't your job!"

I sighed, "right."

"And next time don't involve your girlfriend!" I paused in shock, "did you really think we wouldn't be able to extract the full video from your phone? Come on kid, I thought you were better than that. I'm serious though, the Black Cat is a known thief, don't get Spider-man involved with her."

"No Fury, this is where I draw the line, you don't get to say shit about who I involve myself with, do you understand?" I growled back at him, Felicia looked startled but wisely kept quiet.

"Actually I do, you're my agent kid, don't forget that."

"I may be your agent, but you aren't my fucking father, don't forget that! Spider-man isn't a fucking hero for you to carry around on shoulders, he's me and I'll damn well associate myself with anyone I damn want, understand?!"

Fury's line was silent, I'm pretty sure I just lost my job. Finally though he spoke, "speak to me like that again and you are done."

"No, I don't think I am, you need me, I'm arrogant as hell I know, but give me my first mission Fury and I swear you won't regret it."

"Fine, you want a mission, I'll give you one," he hanged up, I smiled. Sucker.

"What was that?" Felicia asked. I turned to her, she had her arms crossed, guarded and scared. I sighed, this was going to be difficult to explain.

"I...well, you remember Electro right?" I told her as I took off my mask and web shooters sitting on her bed.

"Yeah, kind of hard to forget when you nearly die and...wait, you saved me that day, oh my God I didn't even realise," Felicia's eyes went wide.

"Yeah, you're welcome," I chuckled, "but anyway, after that day a man broke into my house and introduced himself as Fury, the director of SHIELD."

Felicia blinked, "what?"

"Spies," I explained in one word, "he was a spy, and they knew everything about me, even who I really was. He basically offered me a job at his organization, my skills to be used to protect the world, he would give me training, equipment, anything I needed. He's the one who called. I tried to post the video but SHIELD's monitoring all my Spider-man account and didn't let me. Too dangerous it seems."

"So...what you're telling me is...you're a spy?" Felicia looked amazed.

I shrugged, "okay, yeah, if you want to think it like that."

"You ass!" she yelled, "why didn't you tell me?!"

I shrugged, "honestly? I thought you would hate me. I mean, you don't exactly like I'm a superhero I was kind of cared how you would react when I told you I was a spy."

"Well what did you expect?! You're a spy!"

"In training," I argued, at her glare I quickly backed down, "which really isn't important right now."

"And...oh my God, do they know about me?!" Felicia asked in horror.

I shrugged, "no, I doubt it. And even if they do they don't really care. People like you and I are too small for them, they only see my as a tool, you might eventually get on their radar, but not for a long time."

Felicia looked worried and I couldn't blame her. She sat on her bed with her head in her hands looking confused.

I sat down next to her and put a hand on her thigh, "Felicia," I whispered her name like it was the sweetest thing in the world, "I promise they won't ever hurt you. I won't let them. No body in this world will hurt you as long as I'm there and if they even think about it I'll kill them. I don't care what the consequences are. They won't live."

"Peter you don't-"

"No Felicia, I will," I cupped her cheek, "I'm not going to say something like you're the woman I'm going to marry or something cliche. But I do love you, I do care for you. You're my responsibility and I will never let anyone harm you, because I would rather die then let what I care for get hurt. Do you understand?"

Felicia looked into my eyes and I into hers. Slowly she closed the distance between us and locked her lips on mine. I ran my fingers down her hair and slowly pushed her down on the bed as I pushed down on her.

She moaned as I kissed her deeply. And just then her door swung open and I heard a deadly cold voice.

"What is going on here?" we moved like we were set on fire, jumping upright. I turned to the door and saw Felicia's mother glaring down at us.

Felicia sighed, "hey mom, nice timing." I just gulped having nothing witty to say. All I knew was I did not like the way she looked at me, and that I'm so glad we decided to change out of our costumes before this happened. Because that conversation would be a lot more awkward.

So yes this chapter was a little slower than normal, but I did lay out a very very important plot line for the origins of this worlds Peter Parker's powers. It's not the same as all the others, hopefully I made it a little unique.

I think for the next chapter or so I'll do something more...fun. Like a mission fun. And it mixes in with Peter's powers.

Also yay! Felicia met uncle Ben and aunt May! Whoa! And while I did mention the Hand, I'm not ready to make any story lines with them, yet. That will be save for another day.

Chapter Text

I wasn't nervous.

"Are you nervous?" Felicia asked with a teasing smile.

"No," I wasn't nervous at all.

"Squeeze my hand any tighter and you break it," she rains an eyebrow at my knuckles turning white.

"Sorry," I stopped.

She laughed, "you don't have to be nervous you know, just be yourself."

"Do you remember when you were meeting my aunt and uncle? How I told you not be nervous and how that didn't help at all?"

"Yes."

"Same thing here Felicia," I sighed as we waited in her dining room.

After her mother caught us making out in Felicia's room I had gotten my very first death threat...well one that I felt might actually be delivered on.

She had gone on a rant, how Felicia took advantage of her trust, how she never brought boys into her room as a teen, how Felicia should have told her. Felicia just sat there and took it, in one ear out the other. But me? Well I actually wanted this woman to like me.

So when she told me she couldn't approve because she didn't know anything about me, I suggested we sit down and talk later in the week. She agreed, hence why I'm here right now looking scared.

"Relax Tiger," Felicia kissed my cheek, "it's pointless being nervous, she probably forgot what we were doing today and is probably halfway to D.C. right now."

I rolled my eyes, "come on Felicia she's your mom, I'm sure sometimes she acts aloof, but I'm sure she won't forget something as important as this."

"Peter, I hate to break it to you, but you aren't the center of the universe," she rolled her eyes.

"No, just the center of yours," I smiled.

"Cheesy romantic lines are not helping Tiger."

I chuckled, "sorry. But no, I don't mean because it's me, I mean because it's important to you, that's why she won't' forget."

"Care to make a wager?" she asked.

"What's the bet?" I raised an eyebrow.

"If you win I'll..." she thought for a moment before smiling, "I'll give you the best blowjob of your life."

Immediately I was interested. "And if you win?"

"Then I want you to spend the rest of the night in my bed making me happy with that amazing tongue of yours," she grinned.

"Deal," I grinned.

We waited for a few more minutes, and just as I was beginning to think I was going to lose the bet the door opened and Felicia's mom walked through.

"Yes," I whispered.

Felicia grumbled, "god dammit mom, the one time I don't want you to come home."

The blond haired woman walked into the kitchen looked at us and stopped in surprise, "what are you two doing here?"

I blinked, "you ah, you asked us to be here today. You wanted to know me better?"

"Oh...was that today?" she asked acting really confused.

"Ah...yeah," I nodded.

"Oh I'm so sorry, I completely forgot!" she gave off a nervous laughter as she walked into the kitchen with bags filled with food enough for five people.

Felicia smiled as she leaned in and whispered, "I win."

"No fair, you said she wouldn't even be here, not that she would forget!"

Felicia raised an eyebrow, "fine...call it a draw?"

"What about the prize?"

"We both get it," she smiled.

I smiled and whispered back, "sounds fair."

Just the Felicia's mother walked in and blinked at us, "you're still here?"

"Yeah mom, you did say you wanted to talk to us, and Peter here is a stickler for the rules," Felicia giggled.

"Right, right, I'm sorry but we're going to have to do this another time. I have invited a prospective client over for dinner tonight. I'm sorry Pedro-"

"-Peter," I corrected.

"Yes, right, Peter, I'm sorry but we'll have to do this another time. Felicia I need you to get ready, we'll be having guests over soon."

"What? You're just kicking him out?!" Felicia snapped.

"Kitten it's fine," I sighed. I didn't notice it, but the moment I called Felicia Kitten her mother gasped in surprise.

"No Peter it isn't," she growled, "he's staying for dinner mom, he's my boyfriend, you aren't just going to kick him out!"

"Fine, do whatever you want, but you two won't talk during the meal, I won't have this deal blown, do we understand each other?" she asked with narrowed eyes.

"Yeah, fine," Felicia snarled, but her mother didn't seem to be bothered.

We helped set up the plates for the dinner. The food she had brought over was from a Chinese place a few blocks down which was said to have the best fried rice this side of the East River. I wasn't a fan of Chinese food, but man did it smell inviting!

As I helped put the food into bowls I found myself alone in the kitchen with Felicia's mother, Felicia had gone off into her room to wear something nice, luckily I was already dressed in something acceptable so I was lucky.

"Peter," the older woman finally said.

"Yes Mrs. Hardy?" I asked.

"When the guests arrive I want you to excuse yourself," she ordered without batting her eyes.

"What? But-"

"-But nothing," she snapped, "you are in my house young man, you will listen to me. I will not have my daughter waste her life with some low life who lives on the streets. I understand kids your age make impulsive choices, I know I made them myself. But you are not the kind of person I see my daughter associating herself with. So please, do not make a scene."

I paused, does this bitch even know who the fuck she's talking about? Seriously? Me? Low life? On the streets?! What the fuck?!

I was boiling over on the inside, but on the outside I was clamn. I slowly nodded, "tell me Mrs. Hardy, do you know who I am?"

"What do you mean?"

"You hardly even know my name, let alone my grade level, living conditions, and yet you judge me like you do. Why is that?" she looked at me and then my clothes, "oh, I get it, yeah, I guess I understand. I don't exactly dress the role of a high class socialite, but I promise you, I do have other qualities you will like."

"Like what exactly?"

"Well, for one I'm the reason your daughter is passing physics," I shrugged.

"You're tutoring her?" she asked surprised.

"Yes, I am. I'm actually quite smart you know," I chucked.

She looked skeptical, I suppose it is her right after all. She sighed, "fine, I may have spoken too fast. But the issue remains, this night is too important for it too go wrong. I understand you deserve a fair portion of my time, and I'll give it to you...soon. That is if you and Felicia are still dating by then. But regardless, I want you gone tonight. Do you understand?"

I sighed, "perfectly," bitch.

Felicia came back and I wanted to tell her what her mom told me to do. But I honestly didn't want another fight between the two so I just told her it would be best if I came back another time when we had her full attention.

Felicia didn't like it, but she understood. We talked for some time before the doorbell rang.

"They're here," Felicia's mother, whose name I learned was Valeri, quickly walked to the door. She turned to me and Felicia, "remember you two, be on your best behaviour."

"Yeah mom," Felicia rolled her eyes.

Valeri's eyes landed on me, her unspoken order hanging in the air. I nodded, "understood."

"Good," she turned to the door and put one a big smile as she threw it open, "Norman! So glad you could make it!"

"Thank you Valeri," a tall man in a business suit walked in, "you have a lovely home," he turned around and glared at someone behind him. He pushed the figure forward revealing Harry, "you remember my son Harry?"

"Hello Mrs. Hardy," Harry gave a sheepish smile, "you have a lovely home."

I couldn't believe it, Norman freaking Osborn...fuck! Again?! AH! This guy's like herpes! I can't just seem to get rid of him! And if it's like this now one can only imagine how it would be when he goes all crazy and green!

"Welcome Norman, please, come in," she smiled as she invited them in, "will anyone else be joining us tonight?"

"No, just us three and-" he looked over at me and Felicia standing in the distance. His eyes fell on me and immediately he laughed, "well I didn't think I would see you here!"

I put on a smiled as well, "heya Dr. Osborn, how have you been?"

"Fine Peter, just fine," Norman smiled turning to Felicia, "and that must be your daughter right Valeri?"

Valeri snapped at her confusion at Norman's addressal before nodded, "y-yes, Felicia, come here please." Felicia let out a quiet groan as she stood next to her mother who gave her a one arm hug, "my pride and joy. I understand she and Harry go to the same school yes?"

Norman nodded, "yes, I belive so."

"Oh how wonderful!" Valeri smiled, "Felicia, why don't you show Harry around the house."

Harry gave of a pervish smile, "that would be lovely." I so wanted to punch his fucking teeth out of his fucking skull.

"Peter," Valeri turned to me with a smile, "don't you have somewhere to be?"

I glared at her, "do I?"

"Ah, yes, you did say so didn't you?" Valeri looked angry, but fuck it, no way in fucking hell am I leaving Harry Osborn and his fucking fingers anywhere near my Cat!

"No, I don't think so," I growled.

"Oh, were you leaving Peter?" Norman asked surprised.

"Yeah, I was, work called, but I told them I was busy," I moved next to Felicia glaring a hole into Harry's skull. I wrapped an arm around her, surprising her with my protectiveness, "so I'll be right here."

Valire looked outraged, Harry looked a little nervous, Felicia smiled at me and Norman gave a hearty laugh, "that's wonderful! I've been meaning to talk to you for some time now Peter, I'm so glad we can do so now."

That made Valerie escape out of her stunned look. She blinked, "I'm sorry, but what do you mean? Do you know Peter?"

"Know him? Why Valeri, this boy here single handedly saved my company!" Norman laughed.

"What?!" Harry asked shocked, an expression matched by Valeri.

"What is he talking about?" Felicia leaned in and whispered.

"I prevented one of his science experiments from going supernova and destroying half a block," I whispered back.

"Oh...as Spider-man?"

"Nope."

"You are so telling me that story."

"Yup," I popped out the last syllable.

"Now Peter my boy, what are you doing here? I must admit I was surprised seeing you here," Norman smiled.

"I was just visiting my girlfriend," I squeezed Felicia's shoulder, "I didn't really realize I was interrupting your dinner plans though, sorry about that."

"Oh it's fine, I'm glad you did. And might I say a fine choice," Norman nodded at Felicia, "I'm sure she'll grow up to be a beauty like her mother one day."

Felicia didn't really take to the compliment, she replied icily, "thanks."

"Excuse me Norman, but I still don't understand, how do you know Peter?" Valeri asked once more. Oh so now she knew my name? Figured, the moment she realises I'm worth something I am worth remembering.

"Well to be honest that has a lot to do with the fresh energy contract actually," Norman explained, "it's was during the Christmas party, I had invented Peter here as a thank you for saving Harry's life during the Stark Expo, if I recall correctly he also saved your own daughter's life too?"

Valeri's eyes went wide, "what?!" She turned to Felicia, "what happened?!"

Felicia rolled her eyes, "I told you mom. A couple of those Hammer robots went mad and tried to kill us. Shesh, it's like you don't even listen."

"And if I recall correctly Peter here made sure none of our children got turned into cheddar cheese," Norman chuckled at his joke.

"Really?" Valeri said turning to me.

I shrugged, "was nothing."

"Either way, he had my gratitude," Norman continued, "so I invited him to the party to show him what Oscorp was going to achieve, in a way to….persuade him into leaving his current employer."

"Never going to happen," I grinned.

"Well you can't blame a man for trying," Norman chuckled.

"I'm sorry? Current employer?" Valeri asked, "where does Peter work?"

"The Baxter Building," I supplied with a smug tone of voice. I usually wasn't this petty, but this bitch thought I was basic white trash, fuck you cunt!

"T-the Baxter Building? With the Fantastic Four?" Valeri stammered.

"Yeah mom, he knows them too," Felicia smirked, "heck, he even has Johnny Storm on speed dial. Which honestly kind of pisses me off, I mean I'm not even on your speed dial and I'm your girlfriend!"

"Hey, I don't have him on speed dial, that was a long time…" I pulled out my phone and saw Johnny's number saved on speed dial, "...huh...forgot about that. Sorry Kitten."

Norman chuckled, "well, anyway, I invite him in and like everyone else he was unaware as to why the event was happening. But he takes one look at Otto, and in seconds he figured out my evening plan. I have never seen anything like it. And then he takes it a step further and points out a flaw in Otto's machine so significant it could have potentially derailed the entire branch's launch. Peter here effectively saved me from going bankrupt and having to deal with my hostile board members."

I blinked, I didn't realise it but he was right. I had stopped him from going under pressure by his board members, did I somehow prevent not one, but two of my mortal enemies? Did both the Green Goblin and Doc Ock die that day? God I hope so.

"Real?" Valeri asked in disbelief, she looked at me with questioning eyes and I raised an eyebrow in challenging. Not just some shit from the streets now was I?

"Why yes," Norman nodded, "now Valeri, I believe we have some business to discuss. Harry, why don't you, Peter and Felicia go and occupy yourselves? I'm sure this won't interest you," he ended with a back handed insult.

"Yes father," Harry nodded, I raised an eyebrow, wow, he certainly took that like a little bitch. Push over much?

Felicia took me and Harry to her room where I proceeded to glare at Harry, trying to burn a hole into his back. The boy gulped, we didn't talk much, I wasn't in the mood and neither was Felicia, guess she also thought he was a jerk.

We spent the time just making polite conversation, not talking about sensitive subjects like MJ or how he was a giant tool.

Soon Valeri and Norman were done with their talks and we joined them for dinner. It was decent enough event, I'll admit, Norman Osborn does make for some pretty good conversation. He's the most selfish man I have ever met, true, but I kind of understood why. He did so many great things in his life, and he fought tooth and nail for it, it was his right to be proud of his work.

And I also understood why he disliked Harry, if I had a son who was such a pain I would be pissed at him too.

"So Peter, what's the next big thing the Baxter Building is working on?" Norman asked.

"Right now? Nothing too revolutionary," I shrugged, "we just got the patent for a machine which would serve as a digital file folder, kind of like an advanced version of Kindle. We sold the production right's to Amazon, we're expecting them to start production in what...five months? Maybe more?"

"Ah, I see, that's good, set up a steady stream of money, very smart," Norman nodded.

"Yes, Sue's the one who handles all the cash," I shrugged, "she's pretty amazing actually, if we didn't have her with us the Baxter Foundation would be gone in a week."

"Ah yes, I know of Sue Storm, she's very...impressive," was that lust I hear in your voice Norman? Wow, Norman Osborn had a thing for a woman who could be his daughter, how utterly surprising. Not.

Norman continued, "but Peter, I was looking over a few of the patent's the Baxter Building owns, and I came across something really revolutionary," he locked eyes with me, "tell me, do you know about Parker Blood?"

I shouldn't be surprised, so I wasn't. I knew I can't act sheepish and shy, he would hate weakness and looking weak in front of Norman Osborn was a big mistake. So I smile and nodded, "know it? I invented it."

"You did?" Harry blinked.

"Yeah, why? Did you think someone else named their invention 'Parker'?" I scoffed. Valeri looked taken back and Harry looked pissed off. Felicia looked curious, which was to be expected, I don't talk to her about things like this.

"I expected as much," Norman smiled, "I looked over the patent, ingenious really. Tell me, have you decided how you're going to go about marketing it?"

"Honestly no, making the plans is Sue's department, the rest of us just give her the toys and give her our opinion," I shrugged.

"Ah, so she's who I must talk too," Norman nodded, "it's honestly very interesting, the way you can transfer so much of power with nearly no loose, truey a mark on your record to be proud off. Honestly Peter, I don't understand why you're still in school, your skills can be put to use at work."

I shrugged, "I know, but I'm also not looking forward to that. I'm a kid Mr. Osborn, I know that. Some people would want to rush through life but...well, I can't do that. I want to live life before I have to work. There have been so many genius who went down that path and came out not knowing how to be human, valuing their own intelligence than actual people. So...I guess I just don't want to be an emotionless machine."

Norman nodded, "that is very well thought out and mature of you Peter," he glared at Harry, "if only other children your age act the same."

I won't' lie, there's a part of me loves the fact Harry was being compared to me and looked down at, it is a part of me I hate, but it is a part of me. So I just nodded and said nothing.

"Well, this has certainly been an….informative dinner," Valeri said looking at me in a new light.

"Yes, it has," Norman looked at his watch, "oh dear, it's gotten very late. We have to leave," he stood up, "Valeri, it was a pleasure, you were an excellent host."

"Thank you Norman," we all stood up and walked to the door. Valeri opened the door, "I hope you keep in mind what we discussed."

"Thank you, I will," Norman nodded and turned to me, "it was an unexpected surprise to see you Peter. I'll be in touch with the Baxter Foundation in regards to your invention, I'm sure Otto will find it interesting to look over."

I nodded, "I'll look forward to that."

The Osborn's left, Valeri closed the door and turned to me. She narrowed her eyes and me and then Felicia. She didn't say anything before sighing, "it's was nice getting to know you Peter. I hope to see you more, Felicia, say your goodbyes, I'm sure Peter's work is curious where he was."

"Yes mother," Felicia hissed, but Valeri ignored her and went into the kitchen. My girlfriend turned to me and smiled, "the way you stood up to my mom was such a turn on."

I grinned, "you're welcome. I won't lie, that felt good. I get what you say, she is a pain sometimes."

"Now you know," she smiled. She pressed a soft kiss on my lips, I wrapped my arms around her and hugged her deeply. She whispered, "knock on my window in one hour's time. You still owe me a steamy foreplay session."

I bit down on her neck and whispered, "I know. And you owe me too, Kitten," I purred into her ear before breaking the hug and left. I came back soon later and needless to say, we had a very enjoyable evening.

The next Day:

School had began again after winter break, I honestly didn't remember what happened in school I did remember Harry glaring at me, but Felicia and I didn't care. We spent the entire time making googly eyes at each other, and the people were honestly surprised, they didn't know we were dating after all. Well, they did now.

There was one interesting thing that came out of all of this, I finally got to take my driver's test. I was only 15, and this was just practice, but I felt glad I was finally getting my hands behind a wheel, it didn't matter how.

After school was over I went to the SHIELD bunker where I found Natasha waiting for me in the conference hall with two folders in front of her. She looked at me and narrowed her eyes. Great, what did I do now?

"You captured a drug lord and recorded it?" she asked. Oh, that's what.

I shrugged throwing my bag on the table, "in my defence, I had no idea Daves was going to meet Marcelle, I just happened upon him and I decided to drop in."

"And you didn't think to call the cops?"

"Didn't want to risk Daves running away," I replied.

"And the video?"

"Proof, in case Nick tried to play it off."

"And getting your girlfriend involved?" she raised an eyebrow.

"...I'll admit, I did that for fun," I chuckled.

Nat grumbled, "at least you're honest. Fury was angry at the stung you pulled. He demoted the techie that helped you identify John Travis."

"So Fury was...furious?" I chuckled.

Nat growled rubbing her temples, "God help me," she took one folder and slammed it on the table, "here, you wanted a mission, you got one. Against my advice Fury believes you're ready, so here, enjoy."

"Thanks, your enthusiasm is infectious Master Romanoff," I rolled my eyes. I took the file and quickly read it over. There were reports of children going missing in West Bronx area, some homeless kids or poor ones, so no one really noticed. But SHIELD did, and so did the FBI, but the latter didn't have the resources to go after them, or the time. It wasn't important enough, but now SHIELD has me.

I memorized the details, the children targeted were off the ages 12 to 16, some were younger, but most were around puberty. They all were of different races, black, asian, white, nothing specific. But there were a lot more girls than boys, might be something, can't say for sure.

I looked at Nat, "are you coming with me?"

She shook her head, "no, this is your mission and your mission alone."

"So that means you'll be trailing me and making sure I don't fuck up, nice," I ignored her sly smile, turning back to the paper, "okay, just so that I know for sure I'm not going to get this wrong, what's my mission objective?"

"Can't you read?"

"I want to hear it from you."

"Find the children, save them, detain everyone involved and call SHIELD. Understood?"

"Can I use any method I want?" I asked.

"Yes, within reason, so that means no posting it on Instagram," Natasha glared, and I ignored her.

"Alright then," I put the folder away and took of my coat. I threw my shirt off revealing my deactivated costume underneath. I put on my mask and activated it, slipped on my web gauntlets and slammed my palm in the middle of my chest, activating the arc reactor, black webs began growing outwards covering my costume.

"I didn't realise you figured out Stark's tech," Nat said with a raised eyebrow at my costume. That's right, this is the first time she's actually seen it huh?

"Yeah," I nodded, "I figured it out some time last December."

"He is not going to happy about that," she smiled.

"Why? Do you think he'll sue me?" I asked a little afraid.

"No, he's probably going to be more upset a 15 year old kid figured out his tech in what? A month?"

I shrugged, "about that long yeah. But I did have help, I stole the arc reactor off one of those Hammer drones, helped me out a lot in figuring it out."

Natasha blinked, "when did you...never mind, call me if things go south, I need to report to Fury," she got up and walked away.

I quickly left the bunker and swung my way to the Bronx. The city was slowly being covered by darkness, I could feel the criminals getting ready to start their night. I stopped a mugging on my way to West Bronx but that was it, I couldn't let anything distract me.

I reached the area with the most number of kidnappings, eight blocks of shadowy streets and wrecked buildings. The people here were poor or homeless, I saw several families living in one apartment, I saw people looking suspiciously at everything that moved. This place was affected by the kidnappings, I could feel it. They were afraid for their kids.

I stalked the streets, my night vision goggles activated at all times allowed me to see everything clearly. Nothing would escape my sight.

As I snuck around I heard the people living under the roofs yell out.

"This isn't safe anymore! We need to leave!"

"Daddy I'm scared."

"I'm in love man! She's totally the one!"

"Maybe the world can do with one more police man."

I heard their private conversation and I did my best to ignore them, though a few did make me pause. Like the one where a man abused his son. That really pissed me off. But I was on a mission, I couldn't do a thing without giving myself away.

But as the night went on I became more and more focused to the boy being abused. I felt anger at the way his father beat him, how the mother cried out. How the boy cried.

I wanted to stop it, but just as I made up my mind to help the door to their house was thrown open and the boy ran out.

"Get back here!" the father ran out belt in hand.

"Leave him George! Please!" the mother held him back with one arm.

"Let go of my bitch!" he slapped her across the face sending her flying back.

I narrowed my eyes, fucking creep. I jumped down, "hey you!" he turned to me and eyes widened in surprise, "pick on someone your own size," I threw a light jab into his stomach, knocking the wind out of him easily.

He fell to the ground holding his stomach in pain, his eyes widening in shock as he dry heaved. I turned to the woman, "I'll bring him back, I promise."

She blinked, "t-thank you."

I nodded and immediately ran into the alleyway the kid ran into. I looked around the alley, inside trash cans, street inlets, everywhere. He had ran, and didn't stop.

I eventually made it onto the main road and looked around, a small park was on the other side, if I was a kid trying to run away that was where I would go.

I ran inside and began looking for hte boy. And just as I reached the heart of the park I heard someone yell out, "help! Someone help me!"

It was the boy! I turned and ran towards the voice. I reached the other side just as a white van speed off into the distance. The kidnappers, they had gotten him. I needed to follow.

I jumped onto the nearest telephone pole and leaped across them following the van off in the distance. They were driving away quickly, but I managed to keep up, hiding off in the shadows so they couldn't see me.

They drove for what must have been an hour, all the way around the city, doubling back. They almost spoted me a few times, but I managed to stay hidden by climbing up the side of buildings, hiding where they would never think to look.

Finally they stopped in front of a building in Hunts point. The building was shoved between a Farmer's market and a warehouse, so boring looking I doubt anyone would have looked twice at it.

The garage doors opened and the van drove in. I managed to spy men inside armed with guns and heavy duty gear, they looked like military, expect they wore all black. Something was wrong, this didn't feel like a child kidnapping ring at all. I needed to be cautious.

The building was three stories tall and the windows were tinted, something didn't feel right. I jumped onto the roof and looked around for an air vent I could sneak in through. But the one I found was too small for me to fit inside.

So with no other choice I began crawling down the walls, reaching a small window from where I could smell urine and cleaning chemicals. The bathroom. I quickly covered the glass window with a thin coating of my webbing and pressed my palm against it, pushing it slowly, steadily building up the pressure before I heard the glass crack.

The webbing held all the pieces together and muffled the broken glass. I pulled the webbing out and the glass pieces came along with it. I stuck it to the wall and crawled inside.

The toilet was empty, good. I hide inside a toilet stall and waited for around ten minutes when finally someone walked in. I woman by the sound of her high heels. Great, just great, I snuck into a woman's bathroom. No time for modesty, time to interrogate.

I heard her lean against the wash basin and pant, looks like she wasn't having a nice day. She had blonde hair, blue eyes, a few inches shorter than me and she looked exhausted. I snuck out of the stall and cleared my throat, "hello there."

"What the-" she turned around and I webbed her mouth closed. She looked horrified as she grabbed the webbing and tried to break free.

I quickly covered the toilet door with my webbing and grabbed her by the neck, lifting her into the air with one hand, "you're going to tell me what I want, and if you lie to me, I will know. Do you understand?"

The woman looked panicked, she struggled to break free. I growled, I grabbed the wash basin and slowly crushed it with my grip, turning it into rubble. She stopped and looked at me in horror as I slowly tightened the hand I had around her throat.

"I can kill you without a second thought. So tell me what I want to know!"

This time she nodded. I threw her into a stall and closed the door behind me. I grabbed he webbing and sprayed it with a solution that slowly dissolved it. It was something I came up under the advice of Sue, good thing I listened to her huh?

"What is this place?" I growled, doing my best Batman voice.

"I-I don't know! No one knows! We got hired by some big company and asked...we were just told to do some tests!"

"On children?" I growled making a leap, but something told me by the way she paled I was right on the money.

"I didn't know! For the longest time we just perfected the formula! We didn't know what we would be testing them on! When I found out I didn't want to do it! But they threatened my family!"

I understood her feelings, regret, I could use this.

"Tell me everything and I'll stop them. Tonight, I'll make sure all the children escape and even the scientist like you who had no choice in this."

"You can't," she said looking guilty and sad.

"I can, and I will," I told her firmly.

"You don't get it! You can't save them because they are all dead!" she was crying in tears.

My eyes went wide in horror. All those children, all of them….were dead? I...I couldn't believe that. I….I was going to save them, I was going to take them to safety and now….dead?

"Monsters," I growled.

"We are," she didn't try to deny it.

I felt guilty for not noticing this sooner, if maybe just one day earlier and one other child would have been spared, one more family that weren't broke apart. And just then I remembered the mother whose child I promised to return. There was still time, I could save at least one child tonight.

"Tell me everything," I asked her softly.

"We were all fresh out of college," she admitted, "geneticists from the top universities in the world. We were recruited and asked to replicate a formula, some kind of genetic enhancer. We didn't know what it did, but the challenge was exciting. We were well paid and well funded. And around two months ago we cracked it."

I nodded, two months ago the children started to disappear. "What happened next?"

"They-they brought in the children," she looked sick, "so many of them. They made us inject the children with the formula, trying to...I don't know what. The gene was supposed to make them powerful, beyond human. But...something went wrong. They died, they all died."

Experimentation on kids? Why did I feel like killing someone? "Did anyone participate willingly?"

She shook her head, "no, nobody did."

"Then why?" I couldn't keep the hate out of my voice.

"Because they threatened us, everyone one of us," she explained. She told me that before, but after what I just heard….I needed to know they had no choice in this as well.

I looked at her, she was scared. But I knew she was also feeling guilty, maybe she could help me.

"How many guards in the building?"

She looked surprised at the question, "ah, well, 10 on each floor and 30 in the basement."

"What's in the basement?"

"T-that's where the gas chamber is," she gulped, "we have to supply the formula through the air. No other choice. So the children are….are…."

"It's okay, you don't have to say it," I stop her, "tell me..."

"Betty, Betty Cooper," the woman supplied.

I blinked, "like the Archie Andrews comic books?"

She chuckled, "yup. I'm surprised, I didn't realize superhero's well, read comics."

I scoffed, "woman, I am a comic." She laughed, and for a moment everything seemed better. I sighed and spoke, "Betty, I need your help."

She looked afraid, "w-what? Me? But what can I do?"

"You can get me proof," I told her, "you have files of your experiments, yes?"

"Yes, we all do."

"Well I need them."

"Why? What can you do with them?"

"I've been sent by the government, originally I thought it was just a kidnapping ring, but now it is so much more than that. I need proof, I need information so that my employers can track them down. The people that forced you to kill children, they don't deserve to hide in the shadows and play around with human lives. Help me, help you."

I moved back and waited. She looked conflicted for the longest time. And then she looked up at me with determined eyes, "I-I'll do it!"

I nodded, "good. Now," I kicked open the stall door, "let's go save that kid."

We snuck out and I followed Betty's lead as we snuck into her lab. There I hacked into the system and downloaded the building's plans into my SA. She and I then split ways, she went to the main data storage of this entire building, while I made my way downstairs.

I quickly found three guards down the corridor. I smiled, I leaped up and kicked the one in the middle right in the back sending him flying forward.

"What the-," the one on the right said just as my fist meet his face and my left leg kicked the last guy in the groin before I kneed him in the face.

I grabbed all three and stuck them to the wall with my super hard webbing just as my phone rang.

I picked it up and put it on speaker, "hello, you're on speaker."

"Why? Isn't this supposed to be a stealth mission?" came Nat's drowning voice.

"It was, now it's more like a get to the basement as fast as you can kind of thing," I webbed two more guards before they even noticed me and quickly ran into the elevator at the end of the corridor.

"Spider, is there anything you wish to tell me?" she asked slowly.

"Yeah, tell the Director he should have had someone on this the moment the kids started to vanish," the elevator dropped to the first floor. "Someone's been experimenting on them, trying to mutate them with some mutagen. Even the scientists working here are doing so under protest. Every child so far has been killed, only one's alive, and I'm not planning on letting him die."

"Spider you should wait for backup," Natasha hissed.

"No," I growled back "it's now or never. Sorry Widow, but I'm not the kind of guy who sits back and lets a kid get killed," the elevator slowed down, "bring people to my position, don't hurt the scientists, the guards on the other hand are fair play."

"Fine Spider," she sighed, "just...just don't die, okay?"

I chuckled, "okay Widow, I promise," I hanged up just as the doors opened and two guards looked at me in surprise.

"What the fuck-" I grabbed them both and pulled them inside. I threw them into the lift and started to beat on them. The doors slowly closed and when they opened I was the only one who walked out with the other two unconscious bodies behind me.

I snuck along the shadows of long and dark corridor. According to the schematics of the building there should be a large room further ahead. I found it quickly, but soon realised it was locked, not with a key too, it was the digital kind. Luckily I had just the thing for something like that.

I took out the Oscorp decoder box I stole from Rhino's crew and set it against the digital lock, the machine activated and whirled, running quickly through numbers before I heard the door unlock.

I took the decoder box and quietly walked into the room, closing the door behind me. Inside looked like a villain's lair if I ever saw on.

The walls were lined with machines and screens, scientist walking around looking at calculations, and for each scientist there were two guards with machine guns. And in the middle of the room was a glass box chamber with an unconscious boy inside it, pipes connected to the inside.

The boy looked safe, if just asleep. I quickly hide behind a large work station, jumping onto the wall and crawling my way near the rafters.

"When will it be ready?!" I heard a man yelling. He was standing on a stage before the glass box, decked out in full armour and a robotic right arm. He looked old, like Vietnam old, and judging my the muscles and the scars he probably was in Vietnam.

"W-we are just finishing the formula sir, just a few more seconds and it could improve the chance of success by 12%" a skinny man stood next to the old soldier looking horrified.

"12%? That doesn't seem like much," the man growled.

The skinny scientist gulped, "y-yes, but it is something. The child might even survive this time and-"

"-Your job isn't to save worthless rats!" the man yelled, slamming his metal fist into the stage railing denting it. "Your job is to provide results!"

"Y-yes sir! I know, but-"

"-But nothing!" the man yelled, "start the experiment now! Or do you want a reminder of what I did to your predecessor?" he ended with a growl.

"N-no sir! We'll start right away! Charles! Get everything set! Experiment 32 begins now!"

"Yes Dr. Lang!" a younger man nodded as he moved to press a big red button. I couldn't hide any longer, I needed to stop him!

"Wait!" I yelled out stopping everyone in the room, drawing all eyes on me. They looked shocked at seeing me, I gulped, "so….lovely weather today right?"

"What the hell is Spider-Man doing here?!" the old soldier yelled out.

"Stopping you!" I yelled out, pulling out a web cartridge and throwing it at the main control panels. The moment it struck, it exploded into a web grenade, seeping into every crack of the machinery.

"No! He's ruining everything!" the old man yelled, he turned to a couple of stunned guards, "what are you waiting for?! Shoot him!"

The guards broke out of their stunned surprise and quickly opened fire at me. Luckily my spider senses kicked in and I dodged the bullets with ease, leaping away, towards the glass box with the kid inside.

"Bet you can't shoot me!" I taunted. The guards fell for it, shooting at me, I dodged quickly, the bullets breaking the glass box with the kid inside.

"No! Stop him you idiots!" the soldier yelled as everyone else in the room ran away in a panic.

"Thanks you guys! I don't know how I would have broken him out of that box otherwise!" I chuckled as I leaped onto the wall and jumped away, hoping to empty their clips quickly.

But I didn't pay attention to what it was they fired at. A bullet pierced a pipe line next to my mask releasing a green gas that clouded my vision. Immediately everything went blurry and I lost all sense of balance dropping to the ground like a fly.

"You fools! You've killed us all!" Dr. Lang yelled out as he and his assistants ran out of the room.

I felt my head spin, was I poisoned? Oh God, the gas. I could see it leaking out, it would kill the kid, so many dead, I can't let any more die.

I stood up slowly, I saw the guards running away in the corner of my eye. Fucking cowards. I looked at the pipe and held up a shaky hand. I blinked away my heavy eyelids and fired a stream of webbing covering up the pipe, sealing the gas leak.

"Impressive," came the voice of the soldier. I looked up, he was looking down at me from his stage.

"You didn't run like a coward," I chuckled as I felt my feet slowly get it's strength back, I stopped seeing three and slowly focused on him.

"You really are amazing, you know that?" he asked with a smile, "people who have subjected to that gas died in seconds, but you? You survived...you are an asset to my employers."

"Sorry pal, I ain't nobody's asset, least of all a cult of child killers," I spat.

"Sacrifices have to be made," he shrugged as he grabbed his armour and threw it off revealing a muscular body underneath that could have put Thor to shame on the basis of pure muscle mass.

"I'll give you one chance Spider, join me, together we can save the world," the man grinned.

"Sorry, not going to happen," I was panting, don't know how long I can keep standing.

"Fine, be that way, I'll extract your secret's from your corpse!" he charged at me with his right hand raise up. It's palm suddenly changed into a giant metal blade coming straight for me.

I would have usually jumped away and drawn out the fight, learning who he was and who he was working for, but I don't have time for that.

I held up my hand and fired a repulsor blast at his metal arm ripping it into pieces. He swung a stump at me and blinked when it failed to hurt me.

"How did you-"

I fired a web line at his mouth and grabbed him by the collar throwing him up into the air before sticking him to the wall with webbing. "Simple, I'm Spider-man," I turned to the kid, he was slowly coming too. I really wasn't looking forward to this.

I grabbed the kid and put him on my back as I walked into the elevator. It opened up into the ground floor and I slowly walked to the exit. But as I neared the exit I noticed flashes of red and blue outside, please let that be SHIELD, please let that be SHIELD.

I walked out and found the scientist and armed guards being restrained by men and women in black suits. They had the SHIELD logo on their arms -yes!- and standing in front of me with a raised eyebrow was none other than Fury himself.

"And here I thought we wouldn't be seeing each other again," I chuckled weakly, that gas was coming back, I think... I might faint this time.

"Well, I didn't expect this now did I?" he asked, "32 children kidnapped and experimented on, and we had no idea."

"31," I told him.

"What?" he asked raising an eyebrow.

"31," I moved the kid off my back and called an agent over, putting him into her waiting arms, "he's had a rough home life, so when you return him, make sure you rough up his dad for me, okay?"

The agent looked skeptical, she turned to Fury who just sighed and nodded. The woman then left with the kid in hand and I turned my attention to Fury.

"Are you here to fire me?" I asked.

He raised an eyebrow, "why would I?"

"Because I didn't wait for backup," I sighed leaning against a phone pole, yeah, the gas was affecting me. Please don't tell me this is how I fucking die!

"You did what you were told," Fury sighed rubbing his one eye, "I suppose it's not your fault the intelligence was so wrong..."

I sighed, "so I'm not fired, yay!"

"No, you aren't, in fact I'm here to congratulate you on your first mission," Fury nodded, "and to clean up this mess."

I smiled, "talk to Betty Cooper, blonde, and no, I'm not making this up. She has all the files you'll need regarding the experiments they were doing. It should be a good place to start."

Fury nodded, "I bet it is," I felt my eyes grow heavy, he noticed me leaning on the pole, "are you okay? You look exhausted."

"I am," I told him, "I was exposed to some kind of gas in there. It was what they used to experiment on the kids. I don't think I'll die or something, my blood's...it's special. But, I do feel exhausted, maybe...maybe just a nap."

Fury looked worried, "what you need is a doctor."

"So you can experiment on me while I'm sleeping? No thanks," I chuckled.

"This isn't a joke Spider," he growled.

"Fine," I sighed, "call Susan Storm, she knows a lot more about my blood work than anyone else on the planet. If anyone can help me, she can. Call her, now."

Fury nodded, "fine. Anything else you need?"

I chuckled, "oh I don't know, since you're asking, could I maybe have another one of these combat suits you guy have? And make it a woman's size," Fury raised an eyebrow, "please don't ask me why."

"I have a feeling I'm going to regret this," he sighed.

I chuckled, "y-yeah, you just-" and suddenly my legs gave out and I fell to the side. My head hit the pavement but I felt nothing. I heard Fury's muffled yells through my helmet but I didn't care to listen. I just needed some sleep...yeah, that's what I need.

Okay, I'll admit that did go a little dark near the end, but it was needed, this is the start of this Spider's story in the MCEU. Very important, trust me.

Also yay! Felicia's mom's a bitch! That should explain a little more as to why she does what she does.

Also...Norman gave Peter credit...what a surprise. Huh. Also remember to leave kudos because it means the stories get updated faster. This fic used to get updated more but now PJO and the WoM gets updated more. because they have 40 more kudos. Also YAY we hit 100k words! now lets get to 100k hits!

Chapter Text

I woke up feeling comfortable. I looked around, I know this place, it was the first room I ever saw in the Baxter building, the med bay. Damn it, I must have gotten knocked out.

I was still wearing my Spiderman costume, my helmet was removed and placed on the side table along with my web gauntlets. I got off the bed and my feet wobbled slightly, they felt heavy, like really heavy.

I put on my gauntlets and helmet and walked out of the room, I needed to find Sue, she would have some idea what was going on.

I walked down the corridor and came upon her lab, I opened the door and stepped in, "Sue, we need to talk."

"Peter?! Oh my God you're awake!" Sue cried out as she ran up to me and hugged me, "we were all so worried! When Fury brought you in we thought you were going to die! Johnny looked like he was going to go super nova! When they told you what you did though-"

"-Sue, breath," I chuckled.

Sue took a deep breath and let it out. She hugged me once again, "I'm glad you're alive."

I hugged her, "so am I Sue."

"And don't you ever do something like that again?!" she yelled out hitting me in the shoulder as hard as she could, "we all thought you were dead! What were you thinking?!"

"Ah, in my defence there was a child's life on the line," I sighed as I removed my helmet showing off my real face.

"And sometimes you forget that you're also a child," Sue shoot back.

I grinned, "that didn't seem to stop you from checking out my ass whenever I'm in costume."

"I-I do not!" she blushed.

"It's fine Sue, I do the same when I see you in costume," I winked.

She sighed rubbing her temples, "you're impossible."

"Indeed," I smiled.

Sue sighed and pointed at a chair, "sit, and take off your costume, I need a blood sample from you and I couldn't figure out how to remove it."

"Johnny didn't tell you?" I asked as I expanded my costume and shimmed out of it sitting on the stool in nothing but my briefs.

"No, Johnny, Reid and Ben all left with Fury," Sue explained with her back towards me, she was preparing a few needles to extract my blood, "Johnny wanted to help get those guys in jail and Ben was willing to lend a hand. Reed is in Finland though, he was called to consult in some kind of secret project last week. I don't know when exactly he'll be back, but-"

She stopped mid sentence as she turned to me. I blinked, "Sue? You okay?"

She looked down at my body, her eyes lingering on my abdomen before slowly going lower. I was about to tease her again when I felt something in the air. I could almost smell it, like a different kind of scent I never smelt before. I smelt it and blinked as I realised it was coming from Sue herself, and it smelt amazing, like warm maple syrup.

"Sue?" I asked again.

She snapped out of her daze, "w-what? Oh, yeah, I'm fine," she blushed and quickly met my eyes, "h-here, shouldn't need too much of your blood," she said as she carefully pressed the needle into my arm practicing a syringe full of my blood.

Why she did that I was focused on that smell, it was stronger now, it was coming from here. But I never smelt it before in my life, at least nothing like this. So how? Or rather, what is it? Did it have something to do with the gas I was exposed to? Did it change me? Mutate my powers?

Sue coughed, "so ah Peter, tell me what happened."

I sighed, "well where to begin," I quickly told her about the mission and what had happened. The gas and why I think it might had gotten to me.

"Well we'll just see about that," Sue said as she took my blood to her work station, she looked over her shoulder, her eyes going down my body again and I immediately smelt that warm husky maple syrup scent, "you ah, you can put your clothes back on Peter."

I nodded, usually I would I just teased about perving on my body, but now? Now things are too weird, I need be serious, this was an unknown factor, I needed to deal with it properly.

I went back to my lab and grabbed my civilian clothes that I have stashed away just in case I needed it. I pack up my costume and put the away, coming back to Sue's lab. Her monitors were filled with images of my blood and Sue looked at them like she didn't understand what was going on.

"What's wrong?" I asked her.

"Nothing," Sue hissed, "which is exactly the problem. You blood is different now, it's genetic structure is….it's like i mutated," she pulled up two monitors displaying my genetic helix, "the one on the right is your blood a week ago, the one on the left is your blood now."

I looked at the two samples, the one I had a week ago looked to be relatively normal, and so did the one I had now. But upon further looking I realised certain strands were different, mutated into something else entirely.

"How?" I asked.

"I have a theory," she said, "it's relating to your meta powers." I nodded allowing her to continue, "you see, I think your blood is the key to your survival. Like we figured out the first time around, your blood adapts itself to foreign invaders, so maybe this time it did the same thing."

I hummed, "do you have the files from the lab? Do we know what this thing was?"

Sue nodded, "yeah, just a sec," she quickly pulled up various documents up on the screen, "from what I understand these geneticists were task to recreate some kind of way to duplicate a mutagene. From what I understand this gas was based upon a 'Subject- D', someone who apparently has some sort of special powers."

"Do we know what kind of powers he had?" I asked.

"No, her file wasn't included in the folders SHIELD gathered," Sue told me.

"Subject- D is a woman," I stated, "okay...how about her genetic sequence? Can we figure out what's so special about her through it?"

"No, because they didn't know either."

"What? How's that possible? They were trying to recreate her powers but had no idea how they worked or even what they were?!"

"Why do you think 31 children died as a result?" Sue spat out, "fucking monsters. They weren't given enough time or material to research, it's like giving a toddler a few water colours and asking him to paint the Mona Lisa. Impossible, unless you have a genius working for them."

I sighed, "so what do we know about the gas itself? What can we tell?"

"Well, the gas was made up of certain properties that I'm not really sure about," Sue grumbled, "it seems the scientist were given a sample of Subject- D's blood, but were not allowed to examine it. So instead they had to somehow push the blood to take over the….children's bodies," she stopped, "children Peter...fucking children!"

I hanged my head, "I know Sue, belive me, I know."

"How did SHIELD not know about this?" she asked.

"They did...they just didn't have anyone to take the mission, until me that is," I sighed.

"I swear, next time I see Fury I'm going to strangle him!" she yelled sending out a flash of power that pushed everything around her as she created an invisible force field around herself.

"Sue, calm down," I quickly told.

"Yeah….sorry about that," she growled before turning to her monitor.

I was about to reply when I smelt something in the air again, rusted copper. It smelt burnt, a fire? "Sue, do you smell that?"

Sue looked confused, "smell what?"

"That," I sniffed, "like burnt copper. Like something's burning?"

"I'm not sure," Sue groaned, she opened up the security cameras in the Baxter building, "I'm not getting any fire alarms anywhere on the top five floors Peter."

I narrowed my eyes, I moved towards her to look at the screen and immediately the scent got stronger. It was coming from her? Again?

I blinked, "I-ah….forget about it."

Sue looked worried, "Peter, if you're smelling something that isn't there maybe you have a concussion or something. Maybe you should rest."

I shock my head, "not until I figure out what's wrong with me."

"Peter-"

"-Sue, please, I need to know," I pleaded.

Sue sighed, "fine." She opened my blood work again, "they used radiation to try and fuse Subject- D's blood into...their test subjects," she growled and once more I smelt the copper blood. Was it her anger I smelt? Can I do that now?

"So radiation, again," I sighed, "first it was a radiated spider, now radiated gas…..Wait a minute, can we reverse engineer my two blood samples and see the difference that have occurred so far?"

Sue's eyes went wide before she smiled, "that's brilliant!" She quickly began to move around her lab, I watched as she got to work doing something I didn't even have the first clue what. What? There were limits to what Peter could be amazing at, genetics isn't one of them.

"God dammit!" she cried out suddenly.

I immediately walked up to her, "what's wrong?"

"Your blood! That's what's wrong!" Sue yelled out, "it's fucking locked!"

I blinked, "what do you mean?"

"When I tried to analyze your DNA the genomes were unreadable," she hissed, the smell of burnt copper taking the air, "it was like….like an encrypted computer. I couldn't access the changes made, it's like your DNA has a passcode for it, so I can't decode it!"

I blinked, "how is that even possible?"

Sue sighed, "your genes have a sort of protective layer of enzymes covering them, preventing people from understanding what they are. It's the same thing that allows you to adapt from your spider bite, assimilating your spider power, only now it prevents me from looking into it's genetic structure. We use enzymes for genetic surgery, but the moment I introduce any enzyme your...layer of protection kind of blocks it, preventing me from even looking inside."

I thought about it for a long time and I guess it sort of made sense, "so when you say you need a pass code to access the DNA..."

"I mean I need a specific enzyme that can cut into your genetic material without getting absorbed or destroyed."

I rubbed my head, "fuck me."

"You're telling me," Sue sighed as she leaned against her table in defeat.

"Well look at it this way, at least now people won't be using my blood to clone an army," I chuckled.

Sue looked at me with a raised eyebrow, "you think of weirdest things Peter."

I shrugged, "oh please, you think some mad man out there isn't planning the very same thing? Heck, SHIELD probably has some of my DNA already, but hopefully they can't study it too."

"Let's hope so," Sue sighed, "I'm sorry Peter, I guess I haven't been much help today huh?"

"Are you kidding? You've helped me more than enough," I smiled, "I know I'm not dying, so that's like, super important stuff."

Sue rolled her eyes, "yeah, I guess. I just wish I knew what changed in you."

I shrugged, "whatever it is, I'm sure I'll find out pretty soon," I wished Sue well and quickly left for home. Luckily Sue had covered for me with my Aunt and Uncle, telling them I was just working late.

The next day I was in school like nothing ever happened. Natasha kept giving me cautiously looks during English class but I quickly assured her everything was fine, and if I needed help I would tell her.

After school Felicia, MJ and I went to our favorite coffee shop for their tutoring lessons. I sat down and sighed, my body was feeling a little heavy, did I eat too much? Maybe….something's not right.

"You okay Tiger?" MJ asked as she took out her physics book, "you look a little under the weather."

"I'm fine," I sighed, "just came home late last night, I had a lot of work to do."

"For the FF?" Felicia raised an eyebrow as she sat down next to me.

"No, for a client," I told her, which was our way of saying it was Spider-man related.

"Hm, are you okay?" she asked checking my temperature, "you don't have a fever."

"No, just a little..sluggish I suppose?" I sighed.

"Oh honey, do you want me to kiss it and make it better?" Felicia asked.

I smiled, "hm, could help," she leaned in and kissed me on the lips, I suddenly was assaulted by the scent of warm maple syrup once again, lust. Thank God, because if she was feeling anything else that would be weird.

"Do you feel up for teaching?" MJ asked, ignoring the fact Felicia's tongue was still in my mouth.

I broke the kiss and turned to her, "yeah, I'm fine, just….I'll be right back," I stood up, my stomach was spinning.

"Peter-" Felicia called out in worry.

"I'm fine, I promise," I told her quickly rushing to the wash room.

"Do you think it's some sort of virus?" MJ asked.

Felicia shock her head, "no, if it was I would have it too."

MJ's cheeks turned red, "because you two are….physical."

Felicia grinned, "you could just say making out Red."

"R-right," she stammered out, "I didn't realise you guys were...there yet."

"We are," Felicia nodded, "you and Harry?"

"No," MJ growled, "he's very pushy, but the way he's treating me….I don't really see this ending well for us."

"Hm, tell me how is Osborn?" Felicia asked sipping her drink, "good kisser?"

"Well," MJ blushed, "he's okay, makes me happy when he does it, but he's always so...pushy. He ruins the moment you know, tries to get too much too soon."

Felicia nodded, "yeah, I get that. Before Peter I dated a few guys like that, but it gets better I promise. You just need to get yourself a Peter is all."

MJ sighed, "yeah, maybe you're right…..so, how's Peter?"

"Perfect," Felicia grinned, "I swear it's like he's a different person. He's so demanding sometimes, but he isn't really like, physical?"

"What do you mean? How is it no physical?" MJ asked.

"Well...it's like he demands your mind, body and soul to pay attention to him," Felicia chuckled, "it's honestly kind of cute. But when you're in the moment, it's like you don't even think of saying no."

MJ blinked, "huh, congrats I guess."

"Thanks, I really lucked out. Most guys like him would be so arrogant about it, they think just because they have a huge dick they can like demand whatever they want and not give anything in return. So I'm glad-"

"-Wait what?!" MJ yelled out in shock. Everyone turned to look at her and the redhead blushed. She quickly went around the table and sat next to Felicia and whispered, "what do you mean?!"

"What?" Felicia asked confused.

"What do you mean….dick," MJ blushed, "have you guys d-done it already?!"

Felicia looked surprised, "well...yeah. Wait, did you think I was talking about just making out all this while?"

"Yes!"

"Ha! Your priceless Red," Felicia laughed as she sipped her drink.

"H-how?! When?!"

"The night of your play," Felicia replied with a shrug.

"W-what?!" MJ squeaked, "so soon?!"

Felicia shrugged, "it felt right. I wanted to and so did he and...well, we felt really close that night," Felicia smiled remembering her finding out his secret and him loving her while knowing hers. It really was an amazing night.

"B-but," MJ looked shocked, "woah."

"Yeah, I had the same reaction," Felicia teased.

"So when you said he was demanding..."

"Oh yeah, rough, but not so much it hurt," Felicia then remembered the pain of losing her virginity, "well..maybe there was a little pain."

MJ blinked, "Felicia, details, now." Felicia looked surprised but shrugged, she then proceeded to tell MJ of her first time, going into details whenever necessary.

I walked into the bathroom and reached the sink, dry heaving into it. I looked up, my face looked shaken, slowly loosing colour. I quickly washed my face, maybe it was time to call SHIELD?

But then suddenly my body stopped shaking, the upset stomach went away, I felt normal again. I sighed, what the hell is going on?

Suddenly I felt something, my hands started to twitch. I could feel some sort of energy inside my hands, I could feel it growing. My muscles twitched, I was curious, I held onto this feeling and slowly tried to pull out more of this energy, when slowly my arms started to glow blue.

My eyes went wide, the hair on my arms stood up straight from static, the energy building up in my arms grew and grew and then suddenly;

Boom!

The blue energy was discharged from my hand, the surprising force of the attack made me lose my balance sending me on my ass, the blue bolt of energy struck the bathroom window and evaporated into thin air, sparks of electricity flew through the mirror's surface.

I started at my hands, the glowing energy slowly died down, I could feel more inside of me, but without me guiding it out there it will remain. My logical mind quickly took over, I needed to process this, quickly.

The energy I drew out was from my own body, it glowed blue and acted like a plasma bolt. It didn't have mass...it's acted like arc's of electricity when hitting the mirror, glass was a great insulator of electricity, hence why it didn't shatter.

"What the hell is this?" this wasn't a power Spider-man had….at least not this version of him.

Miles Morals, he had an attack similar to this, harnessing his bio electricity to stun people. Meaning...no, that didn't make sence, Miles, if he was alive, would be too young to have powers of his own. Meaning it was someone else.

The powers, they came from the gas, which had the DNA of 'Subject- D'...D….Drew? Jessica Drew? Oh my God, it fits, Jessica Drew has her own form of venom blasts and….she could control and detect pheromones! One of which I could now do!

She also had abilities similar to Peter's but since I already have them I doubt there will be much of a difference in that. I know she has a few things unique only to here, but now I have them as well.

I reached back into my memory, Jessica Drew, Spider-woman, no relation with Peter Parker. Smart, loyal, sexy as fuck if I remember correctly and….she was an Agent of Hydra.

If 'Subject- D' was Drew, then the people we caught last night were...Hydra. And if this universe is similar to the Marvel cinematic universe, the SHIELD is HYDRA! Which is why people dismissed the child kidnapping case for so long! HYDRA was buying it's people time!

Fury was angry at me, he acted out of anger and assigned me a case he was never supposed to. In doing so he messed up Hydra's plan, and I...holy shit, the soldier, he was a high ranking member in the operation, a member of HYDRA!

I didn't want to tell Fury about HYDRA, I didn't know how to explain a 15 year old kid knowing about an agency hidden inside another agency that is the most highly protected and mysterious one in the world.

But now I could! I just needed to get that old man to talk!

I took out the SHIELD issue phone and called Nat, it rang twice before she picked up, "what is it Spider?"

"The old soldier from last night, did he say anything?"

"Why? Is something wrong?"

I hesitated, should I tell her about my powers? No...SHIELD already had a file on me, meaning HYDRA had a file on me. In case they ever plan on taking me out, I would need an ace up my sleeve, and my new powers need to be kept hidden.

"No," I lied, "I'm fine. But I was just curious about the man who ordered the deaths of 32 children. Did you get him talking yet?"

"Spider….he's dead," she spoke out.

My heart skipped a beat, I growled, "how?"

"Cyanide capsule," she replied.

"You didn't think to check for one of those?!" I yelled.

"We did, he had another one, we don't know how he got it."

"Did someone on the inside give it to him?"

"You think we have a spy in SHIELD?"

"I would be surprised if we didn't," I hissed, "someone delayed the case being picked up, if I didn't get Fury to give me a case, it probably would have never been picked up. Something's not right Widow."

She was silent for a long time before speaking, "agreed...but until we know what we can't move, do you understand?"

I sighed, "yeah."

"Do everything you normally do, don't draw attention to yourself, they could be watching."

"Yeah...I know," I became slightly paranoid, but I calmed myself down, panicking won't help anyone.

"Good...I won't be in for your training today, Fury has me investigating the genetics lab. Enjoy."

"When will you be back?"

"Unknown, if it lasts more than I week I'll have someone take over."

"Fine, take care Widow."

"You too Spider."

She hung up, I sighed, hopefully HYDRA won't start taking an interest in me, hopefully they'll just think I survived because of my powers, and not because I was able adapt gaining me new ones.

I walked out of the bathroom and too the girls. Felicia was whispering something to MJ making the girl blush harder and harder by the second.

"Hey," I called out.

MJ jerked up and looked at me. And immediately her eyes went to my crotch before she looked back at me, "h-hey," she croaked out.

I blinked, suddenly I smelt maple syrup, arousal. And it was coming from MJ. I raised an eyebrow, "is everything okay?"

"Yes Tiger," Felicia whispered, "just perfect."

"Y-yeah!" MJ replied.

"Okay then," I said cautiously sitting down across from them.

"You feeling better?" MJ asked.

"Yeah, just an upset stomach, I'm fine now," I told them, I would need to test out my powers, see what I could really do. But later, not right now. "By the way Kitten, my boss just called, I don't have to get to work today, so if you we can spend some time together."

Immediately Felicia smiled, "really?! That's great! What do you want to do?"

I shrugged, "anything babe, I'm all yours today."

"Well," she looked me up and down, "maybe...shopping!"

"Shopping?" I asked.

"Yup! It's about time I buy you something decent Peter!" she hissed, "you have such an amazing body, but you keep wearing those big clunky clothes!"

I looked down, she was right. I have been meaning to spice up Peter's wardrobe for some time now, but I either never had the time or money for that. Huh, guess I do now.

"Okay Kitten, let's go shopping," I smiled.

"Yes!" Felicia smiled.

"After we finish studying," I told her.

"Oh come on, we already know this stuff!" Felicia whined, ", you taught us this weeks ago! We are basically just revising everything right?!"

"Well...I suppose," I hummed.

"That settles it, we're going shopping! Now!" Felicia slammed her books shut and packed them away.

I sighed and turned to MJ, "sorry MJ, but I think we have to call it early today."

MJ nodded, "it's fine Tiger, I get it. Anyway, enjoy your date you two," MJ moved to leave when Felicia stopped her.

"Where do you think you're going Red?" Felicia spoke, "you're coming with us!"

"I am?"

"She is?" I asked surprised.

"Isn't this like, a boyfriend girlfriend date thing?" MJ asked in surprise.

"Yeah, but I need your help, you think he'll just sit there let me try on clothes all day?" Felicia huffed, "Peter is a two woman job, so you're going to help me pick his clothes and then you can leave."

I honestly didn't mind, MJ and I haven't spoken much lately, so I just shrugged my shoulders. MJ looked at Felicia and then at me before nodded, "okay, sounds fun."

We left the cafe almost immediately and got into a cab that dropped us off at a mall a few blocks down. Felicia practically dragged MJ and I inside. Her first stop, buying me underwear.

"Here," she tossed several packages of briefs into our shopping bag, "very important."

I raised an eyebrow looking at them, red, blue, black...pink? "Ah, Kitten, I have plenty of underwear."

"And I am tired of seeing only white!" Felicia glared as MJ blushed.

I looked at MJ and grumbled, "Felicia!"

"What? She'll get used to it," she said waving off MJ's embarrassment, "now, let's see what we can do with you."

It was two hours of what felt like Purgatory. I was dragged from store to store made to try on clothes like an app that let you dress up a barbie doll with a swipe of a button. I felt humiliated, and I almost faked a heart attack to get out of it. Almost.

In the end I did manage to get a few clothes I liked, a leather jacket, a nice pair of pants and even a cool shirt with Tony Stark's arc reactor in the middle, it even glowed!

But MJ and Felicia also got me a lot of other clothes I wouldn't even think of wearing. They made me look like a snobbish douche, like Harry. I managed to curb the girls attention and throw away the really ugly ones, but I still got an entirely new wardrobe filled with pompous looking clothes.

After shopping we decided to go to a restaurant for an early dinner, a restaurant down two blocks down.

"This way," MJ said pointing down an alleyway, "it's a short cut."

Felicia and I shrugged and followed her. I was stuck carrying the bag, though thanks to my spider strength I barely even felt it.

"So Tiger what's your plan for the evening?" Felicia asked.

"Well, I have to be in the Baxter building after dinner, Sue needs to runs some more tests on...on a project she's working on. I'm assisting her," Felicia raised an eyebrow and I waved it off, mouthing, 'later'.

"It's so cool that you work with the FF Tiger," MJ sighed, "it's so cool. Hey, does Johnny Storm really sleep naked?"

I blinked, "no, why would you think that? And more importantly why do you think I would know if he did?"

"Well, wouldn't he like burn his clothes while sleeping?" MJ asked, "so I don't know...it would make sense if he just slept naked."

"Yeah, it would," Felicia nodded, "and what about the Thing? Does he have a junk? Or is it like covered up those rocks?"

"And can like Mr. Fantastic increase the size of any part of his body?" MJ asked.

I blinked, "you know….I don't know...huh, I should ask them."

"Ha, yeah you should," Felicia snorted.

Just then a figure jumped out from behind a dumpster and stood in front of us. He had his hood up and flashed a knife, "cash, now!"

MJ screamed in terror as she jumped back, Felicia went to move but I stopped her, pushing her and MJ behind me. She was good, but she didn't have super powers. I looked at her shock my head, she hesitated before standing down.

"I said cash, now!" the man yelled out.

I looked at him, I could kick his ass without using my powers, I could...but something was wrong. His hands were shaking, nervousness? No...I smelt something else, a lemony scent, I instantly connected with a feeling of dread...fear. He was afraid.

"You don't want to do this," I told him softly.

"Give me all your money kid! Now! And no one gets hurt!"

"Do as he says Peter!" MJ whispered out.

Felicia snarled but I held her back, I looked at the man, "this is the first time you're doing this isn't that right?"

The man stopped, "w-what?"

"People don't mug people in this part of town, to many cops...you're new at this. And you're desperate," I slowly moved towards him, "you don't want to hurt me."

"I-I can't, I don't have a choice!" he yelled, but I see the knife slowly moving down.

"You always have a choice," I told him, "why? Why do you need the cash."

"M-my family," he stammered, "they'll stare."

"Okay….then here," I took out my wallet, it had a hundred dollar note in it. I also took out an old bill and wrote down a number. I gave the man the cash and number, "take the cash, feed your family. The number I wrote down is to a homeless shelter that'll take in anyone. If you can't feed them, take them there. If you do this again, you might get caught next time, and then you'll never be able to help them."

The man snatched the money and note and ran. He looked back at me, hesitation in his eyes, before he continued running.

I sighed, "poor guy."

"You should have just kicked his ass," Felicia argued.

"He was just trying to feed his family Kitten," I told her picking up the shopping bags, "don't pretend you won't do the same."

Felicia paused, "maybe….but still. Next time we'll do it my way."

"Peter, that...that was amazing," MJ said in slight awe.

I looked at her and chuckled, "oh it was nothing."

"Nothing? You just-I can't even-ARGH! You are impossible Peter Parker!" MJ threw her hands up in frustration walking out of the alley as quickly as she could.

I turned to Felica, "what's her problem?"

Felicia chuckled, "oh Tiger, you have so much to learn."

We did end up having a nice early dinner despite the mugging incident. Felicia had to pay, considering I didn't have any cash, I really should get a debit card, go cashless and all that.

I sent Felicia back home in a cab, promising to see her tomorrow at school. MJ and I then took another one back home, the whole ride MJ gave me the silent treatment.

"So...are we just going to pretend you aren't ignoring me?" I asked her.

"I'm not ignoring you," she replied.

"Well it kind of feels like you are," I reply back.

"Well maybe I'm just upset that you try to reason with the guy who tried to mug us!"

I sighed, "sorry. Just seemed like the path of least violence," the cab pulled up, MJ payed the man and we got out.

"Peter, what you did was reckless and dangerous! We should have just ran!"

"MJ, he was just trying to feed his family."

"And? A stranger's family is more important than your own life?"

I sighed, "I was never really in any danger."

"How can you say that?"

"Because," I stopped and thought off an excuse, "I have training. I do go for self defense classes you know."

"Yeah but-"

"-Enough," I cut her off closing the distance between us to just inches, "there are two things in life I know for sure. One, life isn't fair, and two, unless you take the time to give a damn, you'll leave this world worse than you found it.

"I don't plan on doing that, to be a footnote in history. I promise, I'll never put you in danger MJ, I will protect you," we were so close, I could smell the lemon scent rolling off her turn into maple syrup, arousal.

Her pupils dilated, increasing in size, I could feel her emotions raging inside. She leaned forward by a few inches, before suddenly the Maple syrup turned sour, and she immediately moved back, guilt I think.

"A-alright Peter," she replied turning away, "I'll see you tomorrow."

"Yeah, see you," I replied as I watched her leave. Hmm….these powers are weird man. I went home and quickly replaced most of my old clothes with my new ones. Ben and May were horrified I spent so much on one day, but I managed to convince them it was for the best.

I spent the rest of the night patrolling the streets as Spider-Man before dropping in on Sue in the Baxter building. She and the others were working late, Sue was trying to figure out how my blood worked while Johnny and Ben seemed to just be content watching a movie.

I felt bad she was up so late because of me, so I swung over to the nearest pizzeria to buy them all several pies for dinner and then swung over to Felicia's.

I knocked on her window twice before she opened it dressed in one of my shirts I kept here just in case I needed to go a quick change.

"Hey lover, didn't think I'd see you here tonight," she smiled as I stepped inside, kissing her gently on the lips.

"I actually wanted to show you something," I smiled, as I took off my gauntlets and mask, putting it on her table, "I got new powers."

Felicia's eyes went wide, "I'm sorry?"

I smiled as I held my hands apart and slowly gathered bio-electricity into the palm of my hands, allowing the currents to travel between my palms, creating a light blue chain of power.

Felicia gasped, "when did you rip off Electro's power?!"

I chuckled, "no, not him," I explained what had happened, how I stopped a group of scientist forced to experiment on children and how I ended up with these powers.

"So that's why you looked sick," Felicia hummed.

I nodded, "yeah, powers needed a little getting used too."

"Are you alright now?" she asked in concern, I could smell the lemon scent of fear slowly rolling off her.

"I'm perfect, in fact," I pulled her close and kissed her. She moaned into my mouth like she did, pressing the disengage button on my suit, pulling it down, running her hands over my naked chest.

"You know, I got a another power," I whispered as I pushed her onto bed, the scent of maple syrup heavy on her breath.

"Yeah?" she asked, her mind not really paying attention.

"Yeah," I leaned in and whispered into her ear, "I can now smell when you're horny. You smell like maple syrup."

Felicia chuckled, "well then, it's a good thing you're not diabetic."

I stopped and blinked, "wow...really?"

"What? That bad?"

"Yes."

"Oh shut it, you make worse jokes than that."

"Hey!" I protested as she laughed, pulling me into bed and throwing the covers over us.

We were tossing and turning for over an hour before we were done. I wanted to go again, but Felicia hit me over the head and reminded me it was a school night, I would need to go home before May and Ben realise I wasn't in my room.

I sighed as I reluctantly put on my costume and slipped into the night, planting a goodnight kiss on her forehead.

I reached home quickly and was about to go to bed when I remembered something odd, I was actually thinking about it all night, but only now I think I have an idea.

Blood….radiation...adapting...where have I heard that before?

Where have I seen that before? Where….oh fuck.

I ran downstairs into my basement lab that I rarely ever use anymore. I opened the hidden compartment under the floorboard and pulled out the stone I got from Harlem with Hulk's blood on it. Irradiated blood that adapts and could absorb anything, we had the same blood.

I quickly donned my costume and was out the door once more. I swung to the Baxter building, and walked in, "Sue? Johnny? Ben? Anyone?"

"Peter?" Sue's voice came from inside her lab, "in here."

I quickly walked in and looked around, the place was a mess since last I saw it, so many post it notes on the wall, the screens were filled with calculations and practically every monitor in the

building was in here mapping out genome sequences.

"Where's Ben and Johnny?" I asked walking in.

"In bed, they had a long day," she replied looking at the monitors.

"And you? No sleep?"

"Oh you know how it is, find a mystery you can't solve and suddenly you have all the energy in the world. Why are you back so soon Peter?" Sue asked.

"I think I found something that can help," I told her placing the rock on the only empty surface in the lab.

Sue looked at rock and the blood, "whose is it?"

"The Hulk's," I told her.

Sue blinked, "how did you get it?"

"I told you, the Hulk's battle with Abomination was the first time I ever suited up. I went back and got this as a sort of soil engineer, I was curious to see how it worked. I found out that this blood, even though it's been out of its host's body for so long, can still absorbed glucose and carbs into itself. Sound familiar?"

Sue's eyes went wide, "it's similar to your blood?"

"I don't know, didn't have a powerful enough microscope to see into the genetic material," I told her, "but maybe we should try?"

Sue nodded, "help me?"

"With pleasure," I took off my mask and kept it aside. We quickly began to work with the blood, scraping it off the rock, revitalising it with a number of chemicals to make it alive again. On my recommendation we also added sugar water into ti, allowing the cells to absorb them and become active.

Sue then put the new sample of blood under a microscope and put the blood work on display. We started it and Sue's jaw was dropped, "woah."

"You can say that again," I replied.

"It's a 70% match," she whispered.

"But how?" I asked, "I'm basically a Spider and he's...well, the fucking Hulk!"

"Your genes themselves are completely different, true, but the way they behave, it's nearly identical," Sue began to study them closely.

"The Hulk's blood and mine work the same way?"

"Not really, but yeah," Sue pulled up the Hulk's DNA, "his genome is much more open for study, unlike yours," she mumbled that last part out, "you can see how his blood has mutated. He's….he's more powerful than one would think. He cells absorbed radiation, allowing him to adapt and super charge his cells to peak performance."

"So what? He's like souped up battery?"

"In a sense yes," Sue nodded, "and your blood did the same, absorbing the radiation, but using it to cut and paste genetic changes. It's like they were brothers, but..different."

I groaned, "Bruce Banner...what was he trying to do in that experiment?"

Sue blinked, "he was...ah, I believe he was trying to recreate the super solider serum they used on Captain Steve Rogers."

I blinked, "so could the same be said about me?"

Sue blinked, "what do you mean?"

I stepped up to her monitor and quickly typed in Peter's father's name. Several case files opened up. Sue looked at them quickly, "master and doctorate in genetic engineering from Harvard. Graduated at 17, employed by….unknown? Married Mary Fitzpatrick and had a son named….Peter, this is your father?"

I nodded, "yeah, he died a year after I was born, I think. I never really got a straight answer from my aunt and uncle. But he was a researcher, and a damn good one. I think."

"From what I'm seeing I think you're right," Sue said looking through the files, "he did his doctorate on...the super solider serum and its potential radioactive origins?! Oh my God!"

"So he did do it," I hissed out.

"Peter, do you know what this means?!" Sue asked.

I nodded, "yeah, my dad is the reason I have my powers, his experimentations...they allowed me to adapt and evolve."

"Oh Peter, I'm so sorry," Sue wrapped her arms around me in a hug, I smelt watermelon coming from her, sadness..

I hugged her back, I honestly didn't feel to bad about it, but I suppose any normal kid would be sad or angry their father did something like this too them. But me? I didn't really care, he wasn't my dad was he?

"It's fine Sue," I told her breaking the hug and turning to the minister, "I just….where did he work?"

"What do you mean?" Sue asked me.

"He worked for someone, someone with money and funding for his research, so where? Where did my dad come up with this thing he injected me with?"

Sue quickly went to terminal and began working at it. But every time we thought we were getting somewhere it was just another dead end. Dead end after dead end.

Sue stepped away and sighed, "sorry Pete, but this is way above anything we have dealt with before."

I hummed, someone obsessed with getting their hands on the Super Solider serum? Sound's like HYDRA, maybe Richard Parker was tricked into working with them? Like the scientist I found last night? Maybe, there was a very high chance that was possible, and when Richard found out and refused to continue his work HYDRA had him and his wife killed.

I sighed, "this is fucked up man," I rubbed my temples.

"I'm sorry Peter," Sue sighed.

"It's fine, it's not your fault," I replied sitting down, "but….now what the hell do I do?"

Sue sighed as she sat down next to me, "I suppose you keep doing what you do. Save lives, being the hero."

I sighed, "yeah...Sue, please don't...please don't tell anyone what we found today. Not SHIELD not Reed, no one. I'm not anyone. I….I don't want people to know."

"I promise Pete, I won't tell people," she nodded.

"Thanks...keep everything about my blood off the servers, SHIELD can hack into those. And if they can find a way to clone me and use my blood to recreate the super solider serum-"

"-It could mean a war," Sue nodded, "yeah, I know."

I turned to the screen. My blood...it could start an arm's race. I was lucky, Richard Parker had encrypted it, no one could figure out just how it worked, but cloning was still an option.

I needed to keep an eye out….maybe it's time I find out what I can do with these new powers, work on my tech a little more. The Chitauri will be here soon, I need to be ready for the invasion. Hm, maybe it's time I finally work on recreating Otto's arms?

And that concludes the small two chapter introduction arc. For those of you who didn't get it, I'm using the Amazing Spider-Man's idea of Peter's parents being scientists to explain away his powers. It's like a mix of that and my own ideas.

Also yes, this is a possible way to introduce new powers but...

SPIDER WILL NEVER GET HULK'S POWERS!

Why? Simple, one: It's too violent, Bruce himself losses control once in a while, one can only imagine Peter.

Two: He can't have sex. Yup. I'm not joking. In the Incredible Hulk Bruce can't afford to raise his heart rate, so when Betty's throwing herself at him, he says no because of the HULK. This means what? Yes, Hulk can't have sex. No wonder he get's so mad.

And that is why Peter will never, ever get the Hulk's powers. End of story.

Chapter Text

Natasha didn't show up for my training, she got permanently reassigned to another mission, and in return I got...David. the creepiest son of a bitch I have ever meet.

I still remember the day I meet him.

I was waiting in the Board room of the bunker when the elevator doors opened up and a buff black man stepped out. He looked mean, tough and serious. He looked at me and glared at my feet resting on the desk.

"If you're going to be an agent of SHIELD you will come to represent us in everything you do. Meaning this," he knocked me feet off the table, "is not appropriate."

I raised an eyebrow, "hi, I'm Peter. And you are?"

He grunted, "David."

"Just David?"

"Yes," he nodded sitting down next to me, "agent Widow has informed me off you training, frankly it's appalling. You take everything as a joke and you lack focus."

"I'm a 15 year old genius, give me a break," I huffed.

"Your intelligence is the only reason I even have hoped to turn you into a proper agent," David grunted, he opened my file, "you have disobeyed orders, went rouge, tried to post a video of a corrupt senator on your Twitter account and have insulted the Director several times."

I shrugged, "and?"

"And the only reason I'm even here is because I obey orders," he snarled, "I don't like you Parker, not one bit. But I'll train you, because that's my job. And when we're done, hopefully I can make an agent out of you yet."

I raised an eyebrow, "I'm going to enjoy making your life hell."

He just glared back, "I'll like to see you try."

I smiled back, oh did he come to regret those words.

The months quickly went by and I continued my life as a crime fighting badass. I was super active online, my Twitter was always blowing up, and I kept posting the most amazing pictures of the city on my Instagram that no one else could get.

People were backing me up online. Every time I stopped a criminal I would report it to the NYPD twitter account. My pictures brought out the artistic side of me, people were really surprised a superhero had such a normal hobby. Guess that humanised me a bit.

Eventually though I got my first encounter with JJJ and the Daily Bugle. All this time they were silent on the Spider-man front, but one day I woke up to find #Fake Hero trending, and people linking me to it.

JJJ had gone on a rant the night before saying I wasn't a hero, but just a glory seeking kid. He wrote:

BugleJJJ: The day we glorify a teenager with a camera and ropes coming out of his wrists is the day we fail as a nation.

And I of course replied;

TheAmazingSpider: Yeah, I'm not listening to advice about being a hero from a guy with a Hitler mustache. BugleJJJ

And people went nuts.

BURN!

Dude, you just pissed off a guy who tries to be nice to everyone, how big of a douche are you?

This just in, for the first time ever, the Spider crushes the newspaper.

That last one really made me laugh, I even re-tweeted it. Yup, the 21st century really was a place of wonders. Someone was nasty to you? You could talk to them directly and in public, it really was amazing. JJ did reply something back, but I never really bothered reading that.

I did spend some time getting used to my new powers. The bio-electrical blasts I could now shoot out were amazing to say the least. It's like my body was a walking conductor. I even modified my suit so that I could transfer energy from the Parker Blood directly into me from the suit or vice versa!

I found different levels of shocking people. I could stun them, shock them or supercharge it so much it blasts people away. And if I really wanted to harm them, I could fry them from the inside out, just like Electro.

I even found that I could absorb certain amount of electricity into my body without it doing much damage, it even filled my energy levels up a little.

I also worked on my pheromones, I found I could so far only detect and identify them, not secret them like Jessica Drew can. Maybe I need to keep working on that for it to happen, but who knows, I'm treading new boundaries here.

Apart from my powers and training I also worked on my tech. The Chitauri were coming, I didn't know when, but they were coming and I needed an upgrade.

I first worked on my suit in general, the first thing I did was make the entire system voice activated. I set it to just my voice and linked it with all the systems in the suit. I could have gone all the way and make an AI for my suit, but I wasn't that good with software and I so did not want a snarky asshole yelling in my head when I'm fighting crime.

I also worked on my helmet a bit, adding in a zoom feature to the eyes, I would so need that later on.

I also decided to pull a few pages from Batman's book, creating gadgets that I could use. The first thing I did was make a utility belt that wouldn't get in my way when I'm swinging around or fighting. It was tough, but I managed to make one by sewing it into the lines of my suit.

I made a few shurikens that were shaped like an eight legged spider and were red. Johnny really didn't understand why I would need that, but I ignored him. They just made me feel so cool!

I made a few more things I knew I would need, like a gun that shot out little pellets of liquid nitrogen, a spray gun with exploding foam, several bugs that I could use to spy on people or track them, a couple of smoke bombs and just in case, an EMP emitter which was a scaled down size of my previous one.

Unfortunately I couldn't fit any more into my suit, otherwise my entire balance would go all wonky.

So then I went on to my final project, Doc Ock's arms. By this time Otto had patented his arms, so I couldn't just steal them, it would make me look bad and I didn't like copying someone else's work. So I decided to build my own.

Using the bases of Otto's tech I began to work on my own version of his arms. They would fit like a backpack on the back of my suit. I had Reed help out with the basic designs, but the rest I did myself, thank God Parker was a genius.

The suit would contain two sets of arms, one set on top and the other down below. They were triple jointed and capable of rotating a full 360 degrees. I made them for two purposes, attack and defence.

The arms were made of reinforced titanium, allowing me to use it to block attacks as well as peirce through ten feet of concrete if I wished to do so. I also hollowed out the inside just a bit so that I could launch web lines out of them, allowing me to swing using them instead of my real arms.

Getting the arms to collapse into the backpack was the hard part, but thankfully geometry had my back. I was able to make the arms four feet long before I wouldn't be able to fit them into the pack, but hopefully that would be enough.

I made the backpack a part of my main suit. Now instead of just lying around like cloth, when not in use my suit would collapse into the arm pack creating a bundle of cloth and machine. So now all I had to do was activate my costume pack, causing my costume to explode outwards, ready to be worn.

I worked on the outside of the pack a little, allowing it to change colours, it became black when inactive and red when active. It looked like a pretty much ordinary backpack, so I decided to make it one as well.

I added a zip to the back and a collapsable strap to wrap it around my neck like a messenger bag. An usually large messenger bag. But I never really use my school bag to carry more than a few books, so it should be fine.

But of course funding all this new improvement to my tech did cost money. Which I luckily got from the sale of the SA and PB in the open market.

While the SA wasn't flying off the shelf like hotcakes, mostly because of the price and lack of interest, I did make some money off of it. But the really kicked was PB. When it was introduced into the market, Stark tech, Oscorp and a large number of tech giants sent their managers to the Baxter building door step to negotiate a price for it.

Sue was really tempted to give the deal to Oscorp, 20 million a year for exclusive rights was a big offer. But I warned her about Norman and how I didn't trust him, and how Reed and I found he was involved in some shady shit involving Hammer tech.

So sadly Sue rejected the offer, instead allowing it to be used by several companies at the same time. The money offer was significantly lesser now, everyone always wanted to have an advantage over other people, but it was more than enough to fund the Baxter building and my suit upgrades.

And mine wasn't the only suit I was working on.

A week after the child kidnapping and experimentation mission fury sent me a care package. In it was a woman's SHIELD issue tactical suit with a note:

Don't make me regret this.

Sadly, I'm one hundred percent sure he would.

I teched up the suit, adding another layer of protection by isolating it and putting in suction gloves and soles which stimulated my wall crawling powers. I also made a grapple gun for it and a couple of smoke bombs.

For the domino mask I went a little crazy and added in the night vision goggles, a zooming in feature and UV detection. It was a thick set of cat eye shaped goggles now, opaque from the outside, but perfectly visible from the inside.

I then changed the costume up a little bit, I couldn't help it, I really, really liked the classic Black Cat look. When it was ready I swung by Felicia's place for the surprise, knocking on her window.

Felicia looked up from her computer and blinked seeing me wave at her from outside. She quickly opened the door and let me, "Tiger? What are you doing here?"

"I came to give you this," I handed her the black briefs case.

Felicia looked surprised, she looked down and carefully opened the case, gasping at what she saw, "Peter, did you make this?"

I took off my mask and shrugged, "just a little. The base suit came from Fury, but I tricked it up and gave you a few extra toys."

"Oh my God, you shouldn't have!" Felicia cried out as she picked the costume up and looked it over, "it's amazing Peter! It's...it has white fuzz around the neck."

I blushed, "yeah I ah, kind of got carried away. Figured you should follow the whole cat thing you have going on. Go on, try it out."

Felicia nodded as she put the case down and began to strip. I smiled at the sight of my girlfriend's bare firm ass displayed in front of me. Lately she had been hitting the gym pretty hard, something about not letting me have the best ass in this relationship.

She slipped into costume and slowly zipped herself up. "Woah," she gasped looking herself over, "this is amazing!"

And it was. It hugged her impressive curves, sexualising them. But at the same time if one focused they could see the tactical armour just underneath. She had a little bit of white fur around her neck and her forearms, but that was it.

"Peter, this is amazing," Felicia said looking at herself in the mirror, she turned around and stared at her ass streching out the costume, "Peter...did you make it tight around my ass on purpose?"

I grinned, "I was going to deny it and make up some lie about how the suit came like that….but yeah, I totally did. Sue me."

Felicia rolled her eyes, "horny bastard."

"Indeed I am," I smiled, "here, try these on," I then handed her the goggles.

She slipped them on and blinked in surprise, "cool."

"Yup, and I'm not done," I took out the last piece of tech I made for her, a black bandana clip that fitted snugly on her head.

"What does it do..." she stopped as suddenly her silver blonde hair became pitch black. She gasped, "what?"

"It's something I got Sue to make for me, it basically makes people think your hair looks black," I told her.

"B-but why?"

I smiled running my hands through her now dark locks, "Kitten, I love you, and I love your hair. But it's iconic, like really iconic. I figured out who you were because of your hair, because of how unique it was. And if you're going after your mother's clients, then it's only a matter of time before they figure it out too."

Felicia's eyes went wide, "you're right. Oh how could I be so stupid!" She threw her hands up, "I knew I should have worn a wig, but it was too damn difficult to make it stick on my head!"

I laughed, "relax Kitten, no one got a good picture of you yet, everything's not lost. You'll just have to 'accidentally' let someone photograph you with black hair, thereby planting the idea that the Black Cat has black hair. Hell, if you want I can post a picture of me chasing you on Twitter or something."

Felicia blinked as she slowly realised I was right. "Yeah...yeah that could work!" she jumped at me, I caught her as she wrapped her legs around my and threw her arms around my head kissing me deeply.

She broke apart and whispered, "this is amazing Tiger, thank you."

"You're welcome Kitten, Happy Valentine's day," I smiled.

Felicia's eyes went wide, "what?!" she snapped her neck to her calender and found it was still a week before Valentine's day, "but there's week left!"

I shrugged, "I know, just wanted to give you your gift a little early lover," I smirked kissing her on the lips throwing her on her bed before climbing on top.

"Oh you are so going to get some tonight," Felicia purred out in my ear.

I bite her neck, "you're goddamn right." My hands roamed around her breasts cupping them before slowly moving south. I bite down on her neck and dug my fingers into her fleshy thighs. I reached up to her suit zip and slowly pulled it down, stopping half way and memorising the sight before me.

Her breasts were popping out from the deep neck line. I took off my gauntlets and threw them aside, slipping my hands into her suit and pinching her nipples. I could feel her heart race under my touch.

"Tiger," she moaned as I pushed her costume aside revealing her breasts in all their glory. Since we started dating they had been slowing growing in size, I don't know if it was because of my constant fondling or her genetics, but I knew they wouldn't stop any time soon.

I bent down and caught her nipples between my lips, licking them gently before giving a playful bite. She moaned and I felt my trousers tighten in arousal. I quickly took off my suit and helped Felica out of hers.

We jumped into bed and tussled, I heard her moan into my ears as for the rest of the night we spent every waking moment together.

February came and went, on Valentine's day Felicia surprised me with a trip to Disneyland, a place she knew I have never been. I was so excited and she knew it. She ended the day with a evening alone in her house, we cuddled and talked, and later in the night we decided to have some fun of our own.

The month of March also passed by without incident. I kept being Spider-man, kept stopping crime and all that. My popularity was slowly rising to Ironman levels, people loved me on Twitter, my snappy comebacks were like the talk of the week, kids in school would copy it whenever they could!

There was one thing though, reports from New Mexico about something destroying an entire town in one afternoon. I saw it on the NEWS, lighting and fire. Thor had arrived.

I asked, ergh, Agent David about it and he refused to talk about it, stating, "it's Classified kid, mind your own business. Get back to work! I want-" I just tuned him out after that.

But yeah, Thor was here, meaning the Avengers would soon be assembling, and I just knew it would be soon.

And now it was April, and even though I'm a fucking super hero with over a million followers on Twitter, Instagram and Snapchat, I'm still forced to attend school. I fucking this place sometimes.

I walk into school on Monday morning, sighing in irritation. I saw Harry and Flash talking to a couple of cheerleaders while Liz and MJ glared at them from across the hall.

Did I mention Liz and MJ had finally broken up with those morons? No? Well they had, and the day they did I actually yelled out in joy in the middle of the cafeteria. People gave me weird looks, but I didn't care.

"Looks at those two monkey brains," Liz hissed glaring the Flash, "going after the first piece of meat that winks at them."

"Forget it Liz," MJ sighed as she closed her locker, "they aren't worth it."

"That they aren't," Felicia suddenly arrived standing with the girls. Over the last month after Liz and MJ dumped those idiots Felicia decided to give making friends a try. It was actually easy to get Liz as a buddy, all she had to do was talk about fashion and burn Flash in public a few times.

"Hey girls," I waved at them.

"Hey Pete," MJ smiled.

"What do you want Parker?" Liz snorted. Yup, she still didn't like me. Go figure.

"Just saying hello to my amazing girlfriend," I said turning to Felicia and planting a very loving kiss on her cheeks, "everything good Kitten?"

"Just perfect Tiger," Felicia smiled, "Liz and MJ were just planning on getting back at their ex's later by pouring itching powder down their pants."

"Hey! We told you that in confidence!" Liz yelled.

"Relax Liz, any plan to ruin Osborn's and Flash's day is one I'm fully behind. Need help?"

Liz raised an eyebrow, "you want to help?"

I nodded, "yeah. I could whip up some extra strong itching powder if you want. Hm, maybe I could make it air solvent, like a spray, could work, seep into the skin, couldn't be washed off," I slowly let my brain work a way out to make that a reality.

"Peter? Peter? Are you okay?" MJ asked worried.

"He's fine, relax Red. It's just when he's geeking out over a new project he tends to...doze off," Felicia shrugged.

"Does he do that often?" Liz asked.

"You have no idea," Felicia groaned, "one night we were having a really nice moment on top of the Empire State building and he just dozed off! Like right there!"

"Wait, on top of the Empire State building?" MJ asked suspiciously.

"Ah, my mom got us passes, like really exclusive kind," Felicia quickly made up the lie, "so...yeah."

"Huh, cool!" Liz cheered up, "think your mom can get us some passes?"

"It's ah, kind of a one time deal...I'll ask her later," Felicia promised.

"I got it!" I suddenly yelled out startling the girls. I immediately took out my notepad and wrote down the formula, "Liz, you serious about making them itch?"

"You bet I am," she said curiously looking into my pad seeing formulas running across the page.

"Then Osbron and Flash better prepare for a world of itchiness!" I grinned, "I'll have this done by lunch! See you girls then!" I quickly run off for first period Chemistry.

"Felicia, sometime I totally envy you have such a loyal guy, but other times...he's just a nerd," Liz stated as a matter of fact.

"Yeah, tell me about it. But he's my nerd," Felicia grinned as the three went to their own classes.

At lunch I quickly made the itching spray and sat down with the girls. Felicia planted a kiss on my cheek, "hey Tiger, whatcha got there?"

I grinned holding up a small spray bottle, "behold and tremble, the itching spray! Twice as itchy and three times harder to wash off! Perfect to ruin an ex's day! Or pissing off bullies!"

Liz raised an eyebrow impressed, "wow, that was fast."

"Yup!" I grinned, "I'm awesome like that."

"So when are you two going after them?" Felicia asked.

"We don't know," MJ shrugged, "honestly it just isn't worth the hassle."

"Yes it is!" Liz snapped as she glared at Flash flirting with a blonde cheerleader who looked very similar to Liz, "it's totally worth it."

"Sigh, fine, but we can't do that today, we have the Spanish assignment to do with Jean," MJ sighed.

"Oh...right, forgot about that," Liz sighed, "fine, we'll make their life a living hell tomorrow."

"You might want to do something more, itching powder isn't really...vengeful," Felicia shrugged.

"What would you do?" Liz asked.

"You mean what would I do if Peter ever cheated on me?" Felicia asked. Liz nodded, Felicia smiled, "he wouldn't."

"Why do you say that?" MJ asked curiously.

"Simple," I reply looking up arrogantly, "I'm just that awesome."

Felicia rolled her eyes, "no, it's because if you do, I'll tell the whole world your secret," she smiled.

My eyes went wide, "are you...holy shit you're serious. Everything?"

Felicia nodded, "everything."

I gulped, "damn Kitten, you're vengeful huh?"

"Yup, so don't even think about it Mr.," she kissed my cheek, "you're all mine."

"Wait, wait, wait, what secret? What could Parker be hiding that he doesn't want anyone to know?" Liz asked.

"That's the point of a secret Liz," I told her rolling my eyes.

"He's right you know," Felicia smiled, "so until he does something so stupid I can't forgive him, my lips are sealed."

Liz sighed, "agh, I hate you both sometimes. So bloody perfect."

"Thank you," Felicia and I said at the same time. MJ laughed as Liz just grumbled some more.

After school Liz, MJ, Felicia and I all went home in Liz's car. The girl got it on her birthday and it has been showing it off every chance she got.

We arrived at her place and we got out. "So you guys coming in?" MJ asked pointing to her place.

"No, Aunt May and Uncle Ben are waiting for me," I told her, "I figure Felicia could spend some quality time with them."

"Bring a girl home so quickly Parker?" Liz raised an eyebrow, "sure you aren't moving too fast?"

"What are you talking about? I met them months ago," Felicia chuckled.

"What?!" MJ and Liz yelled out.

"Yeah, I think it was around January right Kitten?" I asked.

"Yeah, I think so," Felicia nodded.

"Oh my God," Liz's eyes went wide before she smirked, "when's the wedding?"

Felicia and I blushed. "Ah, don't you guys have to be somewhere?" I stammered out.

"Come on Liz, let them be," MJ said with a teasing smile.

"But MJ! I want to tease them some more!"

"I never said we weren't going to do that," MJ said, "let's give them a little break first. Besides, we really do have to get this project done, Jean will be here soon."

Liz rolled her eyes, "fine, stupid Spanish report. See you later you two! Parker, try not to knock her up!"

Felicia sighed, "God she's difficult."

I chuckled, "yeah, maybe, come on, let's go," we walked to my home. I unlocked it with my spare key and invited Felicia in.

Felicia looked around and found the room empty and no sign of anyone there. "Tiger, did your aunt and uncle go somewhere?"

"Yeah, upstate for a friend's wedding," I said throwing my bag to the side before pushing Felicia down on the couch before climbing on top of her, "which means you and I are all alone."

Felicia's surprise quickly turned to lust, I smelt the maple syrup rushing through the air, "well then Mr. Parker, do you have any plans for today?"

"Well Ms. Hardy, I just have one plan," I leaned in and whispered, "making sure you go back home covered with hickeys."

"Sounds fun," Felicia grinned, "let me get us started," she grabebd me by my jacket collar and pulled me down, biting my neck..

"Oh no you don't!" I hissed, cupping her ass fiercely, biting her tit exactly where I knew her nipple was. And judging from her gasp of surprise I was right. I smiled as I kept going, we tore off the other's clothes as fast as we could. Soon I was topless and Felicia was wearing nothing but a bra and her jeans.

"You want to take this upstairs?" I asked.

"Yeah, the couch really isn't the place for this," Felicia agreed as her fingers went to my jeans, "you know, the girls don't really believe me when I tell them about you."

"Hm? What do you tell them?"

"I tell them how big you are," Felicia smirked, her fingers curling around the hem of my pants, pulling it down slowly, finger tips tracing my briefs, "how you act like a horny little animal rather than the cool collected person you always are."

"I'm not that forceful am I?" I asked with a smirk.

"Oh Peter, you have no idea the monster you become in bed," Felicia purred out as I leaned forward to give her a kiss. And just then the door to the house came flying opened and people charged in.

"Peter! We need your help!" I heard MJ's voice cry out.

Felicia and I looked up at them, MJ and Liz came rushing in with another teenager with short red hair hanging limply by their sides holding her head in pain.

"What's going-Peter!" MJ shrieked as the girls noticed me and Felicia, "what are you doing?!"

I grumbled, "I'm trying to make out my girlfriend," glaring at her.

"Trying be the key word," Felicia sighed as she grabbed her blouse and put it on buttoning it up, "why are you here?"

"We need you help," Liz said holding the new red head in her arms, "Jean just suddenly started to get a headache and it's not stopping! We don't know what to do!"

I raised an eyebrow, "have you called an ambulance?"

"No, something's wrong Peter," MJ pleaded, "she says she's hearing voices in her head and….things started to move."

"Move? Move how?" I asked curiously.

"They started freaking levitating!" Liz said hysterically, "like on their own! I think she's possessed or something!"

"We came to you because you're the smartest person we know Peter," MJ explained, "we figured you would have more experience with this stuff because you hang out with the Fantastic Four."

I nodded and looked at the girl, she was whimpering in pain clutching her head. Just then I saw a set of candlesticks in the table across the room slowly float upwards. A telekinetic? Was she a mutant? Was she….holy shit!

"MJ, what's her full name?" I asked in patted horror.

"Jean Grey I think," MJ replied.

"Oh shit," my eyes went wide, I looked at the girl once again, red hair, sexy, green eyes. This was Jean freaking Grey! She was in my house! And it looks like she's manifesting her powers! Now?!

I can't let her read my mind, that would be a disaster! She would know everything! I need to stop her, how? I can knock her unconscious, but that would raise more questions which I can't answer. I need to stop her powers from taking over!

I began to think, physics had to be reading people's minds by some sort of telepathic waves right? Like maybe microwaves? I need to block her brain waves from going out of her head, but how?

"Peter! Are you going to help her?!" Liz asked.

"Of course I am, put her on the chair," I pointed at the lounger. The girls helped Jean on and stepped back.

Magneto had some kind of special helmet to stop Charles Xavier from reading his mind….Aluminum! There must be a reason crackpots on the internet wear them to keep people from reading their minds right?!

I quickly ran into the kitchen and looked through the cupboards. I found a roll of foil wrap quickly and tore off a huge chunk, crushing it into a metal surface.

I then rushed back into the living room.

"What are you going to do with that?" MJ asked.

"This," I told her, pressing the foil on Jean's head, covering her entire head.

Jean's eyes slowly let up, she started to blink, her breathing slowed down. She looked up, "t-thank you."

I sighed, "no problem." Jean's eyes then went down and suddenly she blushed. I blinked in surprised, "Jean? Are you okay? You're looking red."

"That's because a hot shirtless boy is currently standing over her with his pants unbuttoned," Felicia supplied snarky.

I looked down, I guess I forgot to wear a shirt in all the commotion. I chuckled, "oops," I quickly buttoned up my pants and put on my shirt.

"Oh damn, and I was just getting a good look too," Liz grumbled.

"Hands off Allen, he's mine," Felicia smriekd.

I turned back to Jean, "you okay? Can you still read our minds?"

Jean and the others looked startled.

"W-what do you mean?"Jean asked, "read our minds?"

"Yeah, you know those voices you heard?" she nodded, "those were our thoughts. You're a psychic Jean."

"What?!" Jean cried.

"What?!" Liz, MJ and Felicia replied.

"Yup," I nodded and groaned, "but...where are you from anyway? How did you end up here?"

"What do you mean Peter? She goes with us to school!" MJ cried out.

"She does?" I was surprised, "I've never seen her before."

"Y-yeah, I get that a lot," Jean nodded hanging her head, "people tend to look over me."

This wasn't right. I quickly went through Peter's memories and sure enough Jean was in a few of his classes Freshman Year, but she eventually went to different classes and he never really bothered talking to her, thanks Peter, for being such a fuckign loner.

This was strange though, the Jean Grey I knew was always so...open about everything, confident, proud, maybe it was her youth that made her act so strange. She was tiny, like only 5 feet tall, her shoulders were hunched down making her seem smaller, she reminded me of a little baby bird rather than a soaring phoenix.

I sighed, "damn, sorry about that Jean, I'm kind of a klutz when it comes to social interactions."

"Can we please get back to the psychic thing?! Because I'm really freaking out here!" Liz yelled.

"Yeah Tiger, what do you mean psychic?" Felicia asked.

"Well, I mean she can read minds and move this things with her head," I replied with a shrug, "it was either that or she had cosmic powers, which means nothing I or anyone else on this dimension could do to help her."

"Wait so….she's a mutant?" Liz asked as fear seeped into her voice, the scent of lemon, the scent people gave when afraid, quickly filled the room.

"I'm a mutant?" Jean asked in fear.

"Yeah, you are," I nodded, "and so am I."

"What?!" MJ and Liz asked in surprise while Jean's eye's just went wide.

"Peter, what are you doing?" Felicia hissed.

"It's okay Kitten, I got this," I told Felicia, "I am a mutant, I have a mutated brain, makes me smarter than the average man. Felicia is also a mutant, her hair is almost silver. MJ is also a mutant, heck all redheads are mutants."

"Peter, what are you saying?" MJ asked a little confused.

"I'm saying we all are mutants some way or another, Jean's mutation just happens to be a bit more extreme," I hated mutants being hated by the general public, I won't let Jean face that, "Jean, you're a mutant, but that doesn't mean you still aren't a human. Got that?"

Jean looked at me with wide eyes as she slowly nodded, "y-yeah."

I nodded, "good. Now….lets see what you can do," I grin.

"What?" Jean asked.

"Your powers, I want to see what you can do!" I grinned before stopping, "no, wait, maybe I should make you a proper damper for your powers, you can't just walk around with tin foil on your head, hmm….come with me."

I motioned them to follow and the four girls did. We went down to the basement where I set up my old lab. It got a little bit of an upgrade, a better PC, science tech and a few Spider tech that I hide away under the floorboard, but unfortunately I rarely ever use this place anymore.

I sat down at my work station and quickly began working on something that could help Jean to control her powers.

"Is this your lab?" Jean asked looking around in surprise.

"Yup," I told her.

"I didn't know you had a lab down here Tiger," Felicia sounded sad.

"I don't ever use it any more Kitten, not since I got the Baxter building."

"You really work for the Fantastic Four?! So cool!" Jean said with wide eyes.

"Thanks," I chuckled.

"Wow, even at home you're a nerd," Liz huffed as she sat down on the spare bed we keep down here.

"Well what did you expect? Peter is a nerd," MJ giggled.

"P-Peter, do you think you figure out what's happening to me?" Jean asked.

"Well I'm not really sure Jean," I reply as I took out a hair band and began lining the surface with insulated wires, "you can move things with your mind, your brain can somehow interact with the material world, how I don't know. But I do know it has something to do with waves of energy as that's the only way something like your powers even begin to make sense."

"So what are you going to make?" Felicia asked.

I smiled, "wait and watch."

They did so and in fifteen minutes it was ready. I stood up and sighed, presenting the now wie covered headband that had a small batter attached to it, "here, this should help keep your powers in check."

Jean gulped as she took the headband and looked at me, "w-will this work?"

I shrugged, "no clue, but let's see if it does," I grabbed her tin hat and pulled it off.

Jean's eyes squeezed shut in pain before she immediately put the headband on and slowly the tension in her head let up.

"I-I think it's working," she said finally.

We all let loose a sigh of relief.

"I don't believe it, how can she be a mutant? She seems so...normal?" Liz asked.

I shrugged, "anyone can be a mutant Liz, even you."

Liz blinked, "what? Seriously?!"

"Yeah, inside some people's body is something called the X-Gene, it grants them their mutant powers. Usually people get mutated around puberty, activation these powers," I groaned, "it really is a fascinating study. The human race is evolving in such an amazing way."

"Damn," Felicia whistled turning at Jean and narrowing her eyes, "don't even think about reading my mind."

Jean gulped, "I-I won't! I don't even know how."

"Yeah, we probably need to do something about that," I said with a sigh.

"What? What do you mean?" MJ asked.

"Jean needs to learn how to control her powers," I told them "if not she could end up in big trouble. We know next to nothing about her powers, they could eventually grow so powerful the device I made won't be able to stop them anymore."

Jean gulped, her hands touching the band on her head, "you think that can happen?"

"It's possible," I nodded, "you need to learn control...hm, grab your things, I know just the place."

The girls looked uncertain, it took me a long time to convince Jean this had to happen before she finally agreed. Liz was scared, but she refused to look afraid, MJ agreed to come immediately and Felicia didn't want to leave me alone with three beautiful girls. It's so cute the way she gets so jealous.

We made our way to the abandoned Train Yard. I pushed the doors opened as we all walked in.

"Eh, I hate this place, by far the worse place I have ever made out in," Liz grumbled.

"Agreed," MJ glared as she remembered the time Harry took her here and try to force a kiss out of her. I don't know what would have happened if I didn't show up when I did, I'm just glad I did.

"Alright, let's see," I looked around spotting an empty tin can in the corner, "perfect." I grabbed the can and put it in the center of the room, "Jean, stand in front, guys, you might want to step away."

The girls did so as Jean and I stood before the can. "You want me to move it? W-with my mind?" Jean gulped.

"Yeah, I do."

"I-I don't know, I don't think I can-"

"-Yes, you can," I told her with a reassuring smile, "I know you can."

"But the voices-"

"-Won't bother you if you don't let it. Your brain is like a muscles you control it, not the other way around...I think. Meh, you should be good, just ah...if you read my mind, just let me explain a few things before you go crazy okay?"

Jean blinked, "what?"

"We all have secrets Jean," I shrugged.

Jean gulped, "o-okay, I'll try," she touched the head band and slowly took it off, wincing from the suddenly influx of voices.

I couldn't help it, I immediately began to think about what Jean would become, the Phoenix. Jean looked at me with a confused look, "what was that?"

"I-I can explain….what did you read?"

"I...nothing," she replied, "it was too jumbled for me to understand."

I blinked, "what?" I thought to myself, 'Jean you're so freaking hot!'

Immediately Jean began to blush, "y-you said I'm hot."

I nodded, "yeah," I now narrowed my eyes, 'Jean, you will become the Phoenix when you grow.'

"I didn't understand that," she blinked, "it felt like static."

She can't read my brain when it comes to facts or the future?! Holy shit! I need to experiment! "Alright Jean, focus on my thoughts once more okay? Tell me what you can read," I closed my eyes, 'SHIELD is HYDRA, Tony and Steve will cause a civil war, I'm pretty sure I'm going to become an Avenger at some point'.

"Ah, you said something about being an Avenger?" she replied, "I couldn't make out the rest."

So she could only read my thoughts and guesses but not any knowledge of my future? This...this was the act of the person who brought me here, whoever or whatever they were. "Okay...we can deal with that later Jean, for now let's focus on controlling your powers."

She nodded, "right."

I immediately focused on the task at hand and nothing else, not letting myself think about anything else. "Focus on me Jean, focus on the sound of my voice, drown everything else out."

She squinted, "I-I can't!"

"Yes, you can!" I raised my voice a little, "listen to my voice. Imagine your powers like a giant speaker, all those voices being amplified into you head. Imagine a giant volume dial set of full. Imagine all the voices coming out of it, and now, I want you to turn the volume down."

Jean's eyes flickered open as she focused, I remembered seeing a TV show called Legion, where the son of Charles Xavier had trouble with voices in his head, just like Jean. I remembered how he learnt to control his powers, hopeful Jean can do that same.

She looked like she was struggling some more, she squeezed her eyes shut, "it's going down."

"Good Jean, keep it up, tune it all out, slowly, until you can't hear them anymore."

A minute later she opened her eyes and looked at me, "t-they're gone!"

I grinned, "good job, now keep that mental image in your head, if they ever come back you can deal with them on your own."

"Holy shit, did you see that?" MJ whispered.

"How did he know how to do that?" Liz asked suspiciously.

"I have no idea," Felicia glared.

"Alright Jean, I want you to focus, focus on the tin can before you. You think that you can't move it, but you can. Your mind is an amazing thing, and you can do it if you try."

Jean looked at me in wonder filled eyes and quickly nodded, "right!" She turned to the tin can and focused, trying to lift it with her mind. She was so focused, she determined, I could feel determination role off of her, by which I mean I could smell it, it smelt like mint.

And suddenly the tin can began to wobble.

"Oh my God! Did you see that?!" Jean turned to me with wide eyes.

"Oh my God Jean that was epic!" Liz ran up with the other girls walking besides her, "can you do it again?"

Jean nodded as Liz and MJ surrounded her and watched as she made the tin can wobble once more. The girls cheered once again, Liz challenged Jean to actually lift the tin can into the air now and the redhead was more than willing to try.

While this was going on Felicia poked me I turned to meet her worried gaze. "What is it?" I asked.

"Nothing," she replied slipping her arms around me, hugging me tightly.

"Kitten, if something's bothering you tell me," I kissed her head of hair hugging her back.

"It's just...you seem so comfortable around her," Felicia mumbled, "you just met this girl and already you're acting like her best friend."

I smiled, "you're so cute when you're jealous."

"Hey! I'm not jealous!" Felicia hissed.

"Okay, okay," I chuckled, "you're not jealous…..she reminds me of me."

"What?"

"She reminds me of when I first got my powers. I had no one to help me...so I guess I just felt like I had to help," I told her honestly. Plus I knew how dangerous she could grow to be if someone didn't help her control her powers now. Jean Grey was a threat to the world in large, I need to make sure she never loses herself to her dark side and let the Phoenix rise.

"Damn, I forgot you were such a boy scout," Felicia said sarcastically, but I saw her smile as she buried her head into my chest.

We then walked back to Jean and the other's, Felicia's hands wrapped around mine protectively. I smiled, "alright Jean, you're doing great."

"This is amazing Peter!" Jean cried out, staring at the now hovering tin can, "thank you so much!"

"Neah Jean, it's all you," I shrugged, "but I think from now on you need some professional help, and I think I know just the man to help you."

Jean and the others looked curious. "Who?" Jean asked.

I smiled, I took out my phone and googled his name and displayed a Wikipedia page dedicated to him. I showed them the phone screen, "his name is Charles Xavier. He's the world's foremost expert on mutants. I think maybe we ought to call him."

Now I know what you're thinking, Jean Grey? that came out of knowhere, but you see, it didn't. Example A, chapter 11, MJ mentions a 'Jean' that came to her play. That's right the clues have been there this whole time. WAHAHAHA!

Also yes, the SI's future thought's are locked behind a wall no psychic can penetrate, even Jean Grey.

Chapter Text

Chapter Text

We sat in Jean's living room. The girls were on the couch, fidgeting nervously with tin foil hats on their heads. It wasn't the best solution against Xavier's powers but it was all I could do in the short time.

Logan and Storm were standing on either side of Xavier with Erik unconscious besides him, tied up with my strongest webbing, and me, sitting on a lounger looking at my phone.

"What are you doing?" Logan asked.

"I'm calling SHIELD," I replied motioning to Erik, "they'll prepare a cage for him."

"I don't think that would be wise," Charles spoke up.

I looked at him, "one, I don't give a damn what you like and two, this isn't up for debate," I connected the phone to my helmet which I still had on. I waited for it to ring before David picked up.

"What?"

"Magneto, do you know about him?" I asked.

"What?! Why?! Peter, don't do something stupid! What's going on?"

"Earlier tonight Magneto attacked me and my friends. He's currently unconscious in Jean Grey's living room. Tell Fury to prepare a cell for him, no ferrous metals, you could use Titanium, but you need to treat it. Come quickly I don't know how long he'll be out."

"What?! What the hell are you-" I hanged up, annoying little shit.

"There's nothing to worry Peter, right now I have him in an artificial coma, he won't wake up any time soon," the bald man told me.

I narrowed my eyes at him, "don't call me that."

Charles looked surprised, "w-what?"

"I'm wearing this costume for a fucking reason you blad tool," I spat out, "why don't you just advertise my secret identity to the rest of the world why don't you?"

"I'm sorry Pet-Spider-man," he quickly corrected, "it will not happen again."

"I don't believe you," I shot back.

"I don't' make it a habit into reading the minds of others," Charles sighed looking at Felicia, "I am truley sorry Ms. Hardy, I had no choice." Felicia flinched in slight fear.

"Don't you dare look at her!" I growled, "a man who compromised his morals once can and will do so again. If you want to act like the Martin Luther King Jr of mutants you better start acting the role."

"Show some respect kid," Logan growled.

"You show up in my city and reveal my secrets, why the fuck are you people here?" I asked.

"Because of Ms. Grey," Charles smiled at Jean, "I discovered your powers quite recently, I wasn't aware though that Erik had done so as well."

"Discovered? How?" Jean asked, her curiosity getting the better of her.

"A machine that lets me discover mutants such as yourself," Charles explained, "it detected your presence the moment your powers awakened."

"Great, a giant mutant detection machine, I'm sure there's no way that'll ever be misused," I rolled my eyes.

"Huh, kid's got a mouth on him," Logan chuckled.

Charles sighed, "yes, he does."

"Why did you come in search of me?" Jean asked, "are you trying to recruit me like Magneto?"

"Oh heavens no," Charles shook his head, "I'm trying to teach you. I have a school upstate where I help teach gifted mutants to control their abilities. There I teach you to live in harmony with humans and learn to control your powers. And I would very much like it if you joined us Jean."

"M-me?" Jean asked shocked.

Charles nodded, "yes, you. You see, like you," he went silent, closing his eyes.

Jean suddenly gasped, "h-how are you doing that?" Charles remained silent and slowly Jean closed her eyes too.

Logan growled, "I hate it when they do that."

"W-what's going on?" MJ asked.

"They are communicating telepathically," I replied with a sigh, "which is really fucking rude."

"You'll get used to it," Storm finally spoke. She looked at me and the girls and smiled, "hello, I am Ororo Munroe, this man here is Logan, we are teachers at school."

"S-so you're mutants too?" Liz asked slowly, her courage coming back.

"Yes, we are," Ororo nodded, "I can control the weather. Make it rain, snow, whatever I wish."

Logan growled, he held up one hand and clenched it bringing out his claws, "I'm nothing special."

I looked at him properly for the first time. This Logan was shorter, his frame wider. And judging from the costume he wore this world's X-men were from the X-men evolution tv show. But judging from my actions I've probably already changed the events of said show. Damn it.

"So furry, what's the deal with you and growling?" I asked. He raised an eyebrow and growled. "See what I mean?!"

Ororo chuckled while Logan gave a short smile. And then Liz exploded, "Peter! You're fucking Spider-man!"

I sighed and leaned back, "so you finally got it huh?"

Liz gapped, "b-but how?! When?! Why?!"

"Peter, how long have you….been...you know," MJ looked at me, examining my costume head to toe.

I sighed, "since the day the Hulk destroyed Harlem." MJ gasped and I nodded, "yeah, when I told you I went to help people I really went to stop those two things from destroying the city."

"Wait, you're that kid in the red and blue hoodie that stopped that grey abomination?" Logan asked.

I nodded, "yeah."

"Impressive," Ororo's eyes were wide in surprise.

"Not really," I shrugged, "I just closed its air passaged and made him suffocate."

"So you're Spider-man?!" Liz asked.

"Yes Liz, I am," I rolled my eyes, "I promise, I'll explain everything to you guys later. But right now, we need to focus on Jean."

"Oh my God," Liz whispered as she began thinking to herself, I could almost see the wheels spinning.

"And you knew?" MJ asked Felicia in what I figured a jealous tone.

Felicia gave a small smile and nodded, "of course, why wouldn't I?"

MJ's looked pissed, she turned to me and glared, "why did you tell her and not me?! I'm your oldest friend!"

I shrugged, "I trust her more."

MJ looked hurt, "y-you don't trust me?"

"I do MJ I really do, but this was something too big, plus you were dating Harry at the time, I didn't think you would keep my secret."

"Peter, I would never do something like that!" MJ cried out, "I'm your friend first Tiger, you can always talk to me!"

I sighed, "yeah, I'm sorry. We'll talk about this later MJ," I looked at Jean and Charles slowly wrapping up, "first we deal with this."

Jean opened her eyes and let out a sigh, "this is so strange."

Charles smiled, "yes, I find talking with our minds to be much quicker and more...liberating than using our mouths."

"Yeah," Jean nodded, "I get what you mean."

"So? Have you given it any thought Jean?" Charles asked.

"I...I accept," Jean spoke slowly.

"What?!" Liz cried out, "Jean you can't go with them! You heard Peter! He like read Felicia's mind! And ours!"

Jean nodded, "I know, but...I need to learn Liz, I need to know what my limits are and...I can't do that here."

I sighed, "you know the problem with your choice?" everyone turned to me and I glared at Charles, "you can't be sure who's making them. You, or the man who can control people's mind."

"I assure you Spider-man I would never manipulate a student like that," Charles defended himself.

"A student? What about everyone else? Do we not count?"

"I merely meant I wouldn't force anyone to join my school," Charles calmly explained. I'll admit, I was being unfair, but screw him, he mind raped my girlfriend.

"Jean, you can't go," MJ slowly said, "with all that's happening...we need you."

Jean lowered her head, "no MJ, you don't. Peter can protect you but me...I'm useless to everyone until I can figure out how my powers work."

"Don't talk like that Jean," Felicia butted in, "Pete didn't become who he was on day one. It took him time and training, lots of it. He grew into his powers, and so can you."

"Yeah, but come on, we'll all know Peter's special," Jean smiled at me, "I still can't believe you're Spider-man."

I smiled and shrugged, "you would have figured it out Birdie, you don't give yourself enough credit."

"Jean, do you really want to do this?" Liz asked slowly.

"I have too Liz, I want to protect you all, but I can't do that without...without help," she sighed, her pride wounded in that admittance.

I stood up and look down at at her. Jean meet my eyes and slowly got up as well. We stood facing each other, "if you go with them you're going to get into a lot of trouble."

"I can handle it."

I grinned, "I bet. But, when you're off, growing into a powerful mutant and all that I want you to remember what you learnt from us. That humans won't always be cruel, that sometimes they can be kind as well. Don't ever forget that Jean."

Jean slowly nodded, "I won't, I promise."

"This so isn't fair!" Liz cried out as she hugged Jean, "we literally just started hanging out and you're already leaving?!"

"I'm sorry Liz, I wish I had more time," Jean sighed as she held her friend, slowly crying out small tears.

Slowly the others got up and hugged Jean as well, whispering how much they would miss her. Soon SHIELD came and took Magneto away. Charles, Logan and Ororo left after that, Charles promising to come and talk to Jean's parents about the change first thing in the morning.

The next day was a Sunday, Charles had convinced Jean's parents to send her to his school, I had Jean make sure her parents weren't being mind controlled, just in case. So now she had to pack all her stuff, and the girls and I volunteered to help.

I walked up to her home in normal civilian clothing and whistled at the sight of her wrecked home. I didn't realize it last night but Magneto really did a number on it. Her roof was now exposed out into the air, I could see MJ, Liz and Felicia inside, helping Jean pack up.

"Hello girls," I walked up to them with a smile, "working hard I see."

"Hey Tiger," Felicia smiled as she gave me a quick peck on the check. She held up my hands and sighed at the cast around them, "what did the doctor say?"

"It will take a few weeks to recover," I smiled, "meaning I'll be okay this time tomorrow."

"So, is that like one of your powers?" Liz asked in a quiet whisper.

I nodded, "yeah, my body recovers fast. But ah, maybe we should hold off on that discussion until we get somewhere a little more..." I looked at the missing fourth wall, "private?"

"Yeah, maybe," MJ agreed.

With my help we had the packing done by lunch time, when Jean suggested we go out for lunch. She told her parents it was a last meal with friends sort of deal and they quickly agreed.

We went to an Italian place a few blocks over and found ourselves a quiet booth in the back, someplace I knew we wouldn't be overheard.

"How did you explain the missing wall to your parents?" MJ asked.

"Professor Xavier told them their foundation was broken," Jean shrugged, "they didn't really believe him, but they don't really know what else to think. I think my dad's going to hire someone to figure it out though."

MJ nodded, "cool, by the way what happened to the crazy magnet guy?"

"SHIELD has him in lock up," I told them, "as of last night he was taken into a black site and locked in with the keys thrown away. We won't be hearing from him any time soon."

"Okay, can we finally talk about this now?" Liz asked, her paitences finally running out, "you're Spider-man!"

"Quietly!" I hissed, looking around, thank God no one over heard that, "yes Liz, I'm Spider-man, happy?"

"How?!" she asked.

I sighed, "remember that field trip we took? The time I got bit by that spider?"

"Yeah," she drawled out her answer.

"It altered my genetic code, gave me spider powers. I became faster, stronger and could cling on walls. Hence, Spider-man. There, happy?"

"But how? It was just a spider right?" MJ asked in surprise.

"No, it was a genetically altered spider that was radiated," I didn't mention the fact my blood could also adapt in different ways, too much information and all that.

"What about the webs?" Jean asked.

"Artificial," I shrugged, "I designed them myself at home."

"You did that?" MJ asked before rolling her eyes, "of course you did, why do I even bother asking?"

And so I spent the rest of the afternoon and better part of the evening explaining what I did and why I did it. I didn't tell them everything, things like my research into my own blood or SHIELD training me.

"So wait, you found a way to reverse engineer the Iron Man suit?!" Liz asked in shock as we walked through a local park.

I chuckled, "not all of it, no, just the arc reactor and the repulsor beams. It's fascinating really, really top notch stuff."

"Wow," Jean said, "so like, do you know other heros?"

I shrugged, "not really. The ones I know are the Fantastic Four."

"Wait, do they know about your...other job?" MJ phrased the wording very carefully.

"Yeah, the first fight with Doom I got knocked out, they took care of me and they found out. But they were totally cool about it, Johnny especially, he was so excited he got a buddy to play superhero with."

"Oh my God this is so freaking weird!" Liz yelled out, Felicia chuckled and Liz narrowed her eyes on her, "and don't you dare laugh! How long have you known?!"

Felicia rolled her eyes, "since December."

"December," MJ repeated slowly, "almost half a year? And you...how did you keep it a secret for so long?"

Felicia smiled, wrapped her arms around mine, "he's my Tiger, how could I ever betray him?"

I smirked, "oh Kitten, just for that, you are so getting some tonight."

"Oh no, no no, you two aren't doing anything tonight!" Liz quickly announced, "tonight is Jean's last day in New York so we are spending the time together!"

I looked at Felicia who shrugged. I nodded, "alright, fair enough. Any idea?"

Liz grinned, "yeah….party time!"

That night:

"This is not what I meant!" Liz cried out as we all sat in MJ's room. Anna was visiting MJ's parents for the weekend, so we had the place all to ourselves. So we did what people would normal do to have fun, play Monopoly, I was the race car, obviously, and right now MJ was winning.

"I don't like clubs," MJ replied.

"And I don't want to spend the entire night trying to scare bitches from stealing my man," Felicia shrugged.

"Same," I replied.

"Yeah well sorry, but I'm not used to large crowds just yet" Jean winced, "too loud."

"Thought's still giving you trouble?" I asked.

"Yeah, it's...difficult. I try to keep them out like you taught me, but sometimes a few come through."

I shrugged, "well relax, I'm sure Baldy will be more than happy to help you."

"You still don't care for him huh?" Jean asked.

I nodded, "obviously. He violated their personal privacy Jean, how would you like it if someone read your thoughts and took out a secret you have been holding on? Like, what if you were gay, didn't realize it, but then Baldy just announced it to everyone?"

"Well she's definitely not gay," Liz mumbled as she sipped from her bottle of beer. It was the only alcohol we got for the night, I figured a few bottles couldn't be that bad right?

"Peter's right though," MJ nodded, "be careful Jean, I don't trust him."

Jean nodded, "yeah, I will."

"Oh, and don't go all philosophical on us," Felicia snorted, "that's something we don't need."

"I'll drink to that," I raised my bottle, "to Jean Grey, mutant extraordinaire and awesome friend."

"To Jean!" the others raised a glass.

Jean blushed, "thanks you guys, you're the best."

We chuckled drinking the warm liquid. I'll admit, this isn't the first drink I ever had, but it is the first drink Peter's body ever consumed, and I didn't realise that. So when I chugged it down, expecting it to go do smoothly, I was mistaken.

I coughed. Felicia patted my back, "you okay Tiger?"

I nodded, "yeah, stronger than I thought."

"It's just beer," Felicia told with a raised eyebrow.

"Yeah," I trailed off awkwardly

"Wait a minute, Parker, is this the first time your drinking?" Liz asked in barely hidden joy.

I rolled my eyes, "no...I just haven't had it in a long time."

"Really? What's your favorite drink?"

"Vodka with vanilla and mint," I replied, yes, my taste in drinks were odd, sue me.

"Huh, I've never seen you drink that," Felicia said with a raised eyebrow.

"Yeah, I told you, I don't really drink that often, especially since I started, you know," I made the devil horn with my hand pretending to shoot webs, "swinging around the city in break neck speeds is much more enjoyable, trust me."

"How does it feel?" MJ asked curiously.

"Like the world's problems don't matter," I smiled, "the first jump is scary, true, but the swing down, that's stomach turning. But when I swing upwards and let go, flying through the air for a split second….that's when it feels like I'm not even human anymore."

The girls were in silent awe, before Felicia spoke up, "well Tiger, that's because you really aren't."

I grinned, "well, you do always keep calling me 'God! God!' whenever we're alone, so I'm inclined to agree."

Felicia blushed red as the others laughed hard. We talked into the night, MJ talked about this new play she was trying for, Liz talked about how Flash would so freak out if he learnt Peter was actually his favorite hero and Jean just took it all in.

Soon though I realized the bottles of alcohol had been slowly piling up in one corner, my metabolism however wasn't letting me get drunk, I had finished ten bottles single handedly. And the girls noticed.

"How come you're drunk passed out drunk?" Liz asked, her words a little slurred.

"My body process the alcohol better," I shrugged, "I'm a little tipsy, but nothing much."

"Well that's not fair at all!" MJ cried out with a giggle, "y-you need to drink some more Mr. Spider! We're all getting drunk tonight!"

"She's right Tiger," Felicia huffed, her cheeks now red, "you need to get drunk too!"

"I don't think I can Kitten," I chuckled finishing off bottle number 11, "it's very difficult."

"I know!" Liz suddenly called out. She took her bag and searched inside, pulling out a metal flask the size of my hand, "whiskey! The strongest shit my dad has!"

"I don't know-"

"Oh come on Peter! Where's your sense of adventure!" Jean cried out, "I'm leaving tomorrow dammit, I demand the chance to watch you make a fool of yourself!"

"Come on Tiger," Felicia kissed my cheek, "live a little."

I looked at them and sighed, "fine, fine, I'll do it. Shesh, you girls are impossible."

"Says the guy who can crawl up the side of a building," MJ huffed.

I took the flask and sniffed it, the scent of liquor rolling off of it. I shrugged and took a sip, the smooth burning sensation rushing down my throat.

I sighed, "not bad."

"Great, now, who's turn was it again?" Liz asked picking up the dice.

"Mine," Felicia said rolling the dice and getting a three, "Trafalgar Square, I'm buying it."

"What? No! I need it! I already have the other two!" MJ cried out.

"Sorry Red, that's life," Felicia shrugged.

"Come on Felicia! Please! You don't even like it! Plus it's red! Shouldn't the red head have red?!"

"Why, then what about me?!" Jean cried out.

"Ah….you already have the pink set right?"

"Yeah? And?"

"Well then you can't have both!" MJ cried out.

The game carried on, and I began to drink more and more. I was losing, badly. MJ was a shrewd business woman, cutting shady deals with people behind our backs, feigning a lack of interest to make us desperate. Only Jean was immune, and I think that's because she could read MJ's mind.

Eventually I ran out of money, but instead of kicking me off the board like they were supposed to do, they instead just had me drink from the flask instead of paying rent. It was humiliating real, back in my real body I was the king of this game, but now I was getting schooled. Fucking teenage girls, I just know they're cheating somehow!

And eventually the game drew to a close when Liz cried out, "that's it! I quit! MJ's totally cheating!"

"Am not!" MJ laughed.

"Are too!" Felicia cried out, she's really competitive when she got drunk, and right now she was really drunk. "You keep making these shitty backdoor deals! You told me you wouldn't charge me rent four five turns if I gave you Mayfair, but offered Liz the same deal!"

"Yeah! And you then tried to make me give you my cards in exchange for the Utilities!" Jean yelled.

"Plus I saw you stealing money from the bank when no one was looking," I add with a smirk.

"What?!" the girls yelled as they all turned to Jean with a glare.

The red head gave a nervous laughter, "I-ah….I still win bitches!"

"I hate this game!" Liz threw her cash down in anger, "I'm going to bed!"

"Here, I'll show you to aunt Anna's room, just don't puke in it okay? Or you're going to help me clean it up," MJ got up and walked Liz out.

I sighed and leaned back, the flask was finally empty, I was finally starting to feel drunk, well, maybe a little buzzed, but not full on drunk.

I turned to Felicia, "so you staying here tonight?"

Felicia leaned into my shoulder, "yeah, I'll sleep on the couch down stairs. Jean, MJ said there's a guest room you can use."

Jean nodded, "yeah, I know."

"You don't have to sleep on the couch you know," I told her kissing her forehead pulling her close, "I do live right across the street."

"I really doubt aunt May and uncle Ben would like seeing your girlfriend in bed with you," Felicia teased.

"Oh, don't worry about it, if they find out the worst they could do is yell a little before May starts planning out the wedding."

"What?!" Felicia's eyes went wide.

"Kidding," I chuckled, "fine, you sleep in the basement, nice soft bed."

"Hmm, and would you happen to be working late tonight?"

I smirked, "if you really want me too, then yes."

"That's so not fair," Jean called out suddenly.

I blinked I actually forgot she was there, damn I hate being drunk. "What's that Birdie?" I asked.

"I said it's not freaking fair," she huffed, "tonight's supposed to be about me, now you two are going to fuck and I'm just going to alone."

"Well, you still have MJ," I told her gently, not wanting to put her down.

"If you want you can join us," Felicia offered with a chuckled. I rolled my eyes, of course she just said that.

"Okay," Jean repy was nearly immediate.

"W-What?" I stammered out.

"I said okay," Jean looked at us, both of us. She got up and walked over, Felicia and I staring at her in surprise as she put her legs on either side of me and slowly sat down on my lap, straddling it, putting her arms around my neck.

"Jean what are you doing?" I asked leaning away. I looked at Felica, she looked just as surprised.

"You wanted me to join didn't you?" she leaned forward, her hands pressed against my chest as she leaned forward, "I said yes."

"Jean this isn't-"

She shut me down, grabbing my head and slamming her lips against mine. My eyes went wide in surprise as she leaned her entire body in. Her groin resting over my slowly hardening dick, her arms wrapped around my neck as she moaned into the kiss.

She finally stopped, I was stunned. Her lip were covered with my saliva, she stuck her tongue out and licked it up, slowly, seductively.

"What the hell do you think you're doing Jean!" Felicia cried out, finally breaking out of her state of shock, "get off him-"

Jean leaned to the side and grabbed Felicia by the head and kissed her as well. Felicia's eyes went wide in surprise as I dropped my jaw in shock. Jean moaned into the kiss, she slowly pulled back, biting Felicia's bottom lip as she did.

"I want you both," Jean whispered in a husky lust filled voice. I don't know why I didn't notice it before, but the hot maple syrup scent rolled off her in droves, "and I know you want me," she gyrated her hips on my crotch and I felt myself come alive, "both of you," she looked to Felicia, "I know you don't just like boys Felicia."

"Y-you read my mind?" Felicia asked.

"No, I didn't have to," Jean smiled, "you and Peter keep staring at the same girls."

I blinked, "damn, that was fast. You're pretty observant."

"You knew?!" Felicia asked in horror.

I smiled and held her hand gently, "of course I did Kitten. What, you think I wouldn't notice the woman I love checking out other girls? Come on, I'm not that stupid. I know you Cat."

Felicia's eyes widened, I don't know if it was the alcohol or what, but she looked like she was about to faint from a rush of emotions. I smell maple syrup coming off her, but it was lighter, not lust, love. She felt love for me, and it made her leap at me, pushing Jean off as she pushed me to the ground, her hands cupping my neck while mine automatically went to her ass.

She moaned into my mouth as she slowly pulled back, "Peter, I love you."

"I love you too," I replied as I felt my heart beat faster.

Jean then slowly cupped Felicia's face and brought it up, kissing it. I saw Felicia slowly deepen the kiss as Jean's hand slowly cupped her breasts. I didn't like feeling left out, I slapped my hand across Felicia's behind making her squeak in surprise.

She broke the kiss and looked down, I growled, "don't you dare ignore me."

"Never," Jean replied, as she bent down and closed my lips with hers. This time I kissed her back, grabbing her neck as I pushed in harder, dominating her tongue under mine. As I did this my other hand went up Felicia's shirt, cupping her breasts as I pinched her nipples.

"N-not here," Felicia managed to moan out, "MJ will see."

Jean finally broke the kiss, "the guest room. She won't bother us there. She'll think we all just went to bed."

I nodded and got up. We walked across the hallway and entered the guest room first. Jean went to see MJ, I could hear her telling her fellow red head we had already left.

I turned to Felicia and I could feel lust and love come at me in equal measures. The bed was large, queen sized. I pushed her on it and went on top, kissing her neck slowly, my hands running across her sides.

Suddenly I stopped and moved back. Felicia opened her eyes, her state of bliss broken as she looked at me, "what's wrong Peter."

I was afraid, I was afraid if we do this she might leave me for Jean. It was stupid, I know, she wouldn't do that, but I didn't want her to leave, I don't think I could handle it if she did.

"Don't ever leave me," I begged.

Felicia got up and kissed me, "never," she whispered.

Jean stepped in and closed the door, I heard her close the door shut. We looked to her, she looked at us. I felt excitement take over, pure unfiltered lust.

No words were spoken as she came to us. Felicia and I got up and surrounded her, my silver haired beauty leaned forward and grabbed her neck, pushing Jean's head up with a thumb as she began to suck on her neck, biting the skin with playful bites.

"Oh God," Jean hissed as I walked up behind her and put my hand on her hips. My hands moving up before slowly moving to her front, my fingers unbuttoning her jeans with a single flick.

Felicia kissed her, the sound of their lips rubbing against each other fueled my hunger. I bent down and bite her neck, causing her to flinch before shuddering as moved slowly down to her collar bone.

My hands came up and grabbed her tits, they were firm to the touch. I squeezed them making Jean moan louder into Felicia's mouth.

Felicia broke the kissed and smiled, "stop teasing her Tiger. She's barely holding it together."

"Patience," I whispered as I bit into her neck, causing her to gasp. Felicia's hands cupped her breasts before she grabbed Jean's blouse and threw it over her head and onto the bed.

Felicia's hands cupped Jean's ass, while mine went to her pants, pulling them down in one swift motion. Jean kicked her pants aside, she gasped, "oh fuck," Felicia had bitten her nipple.

"Let's get rid of this," Felicia growled as she unlatched Jean's bra and threw it aside. She took a step back and grinned, "perfect."

The night went on, Felicia's moans were the loudest, Jean's the softest. The room quickly filled with the sounds of sexy and the aroma of lust. Their inhibitions lowered from the alcohol, their desires fully taking over.

The three spent each moment exploring the other's body. They were so distracted, they didn't notice their door open and a red haired teen look inside with startled green eyes.

She gasped as she watched Peter make love to another red head while his girlfriend watched. Her thighs began to rub against each other to create friction, to tease her own core. She watched as Felicia rode her boyfriend while Jean lowered herself on his face.

She watched, and slowly, her fingers slipped into her pants as she began to enjoy. She played with herself, watching them as they had each other like the monsters of lust they were. She watched as Jean kissed Peter on the lips while Felicia's own were wrapped around his member. She watched, and for a moment, she wished she could join.

An hour passed for her, Felicia was the first to collapse, exhausted. By now it was just Jean and Peter, and their perverted watcher. MJ lost count of how many times she pleased herself, and she didn't care.

She watched Peter plow into Jean, the red head's hair flying over her head from the force of his thrusts. She listened to Jean's screams of joy as Peter kissed her lower lips, enjoying her taste. She listened to Peter's grunts and he carried Jean in his arm, her legs wrapped around his body as he thrusted into her.

She wanted, and she came. Over and over again. The scent got to her, her fingers slipped out as she went to her knees, exhausted.

And finally, Jean too was famished. She laid on the bed, panting with a smile on her face as her lover leaned next to her. He was still hard, she kissed him, using her hands to please him one last time before they pulled the covers over them.

MJ closed the door and slowly made her way back to her room. It was four in the morning now, but she couldn't sleep. She touched between her legs once more and found it still damp. She only had one regret, she should have joined in.

I don't remember what happened next, I just don't. I vaguely recall clothes flying off and bodies heaving. The next thing I know for sure was me waking up in an unfamiliar bed with Jean's head on my left while Felicia was snuggled close to my right pec.

My spun, hangover, definite hangover. The curtains were drawn, thank God. I looked down, Felicia was smiling, her neck covered with hickeys, and I'm sure most of them weren't from me.

"Morning," Jean moaned as she put her arm around me and Felicia, pulling closer before she opened her eyes revealing those amazing green emerald eyes, "do you….do you remember last night?"

"Some parts," I noticed Felicia's bra hanging over the bedpost, "I think."

"Same," she moaned as she looked around, "it's six in the morning."

"What time did Xavier say he would pick you up?" I asked.

"Eight," she grumbled as she tucked in closer, "we have time."

I nodded, "yeah. He can wait," I pulled her closer and planted a kiss on her forehead.

"You don't have to worry Pete," Jean suddenly spoke.

"About what?" I asked.

She looked up, "about Felicia ever leaving you. Last night I...I couldn't maintain control over my powers. I kept trying to scan your brains and….do you know the one thing she kept thinking?"

"What?" I asked.

'She was thinking about how much she loved you,' Jean said in my head, 'and how much she had to go through before finding you. You're her anchor Peter, so don't worry, she'll never leave you...especially for someone like me.'

I felt my heart skip a beat, "that's not what I….I just wasn't sure Jean."

"I know," she leaned up and kissed my cheek, "and I understand. Relax Spider, she's all yours."

Eventually we did get dressed. The sight of a naked Jean Grey will always be seared into my mind. She looked so amazing, she may not have any curves yet, but that didn't stop my from getting hot and bothered.

We got ready, I tried to wake up Felicia, but she didn't even budge. I then went into MJ's room to wake her up and walked into her changing.

"EP!" she cried out as she covered her bare top with a shirt.

"Sorry!" I cursed as I closed the door, "I just wanted to tell you we're about to leave. Xavier's going to pick up Jean soon."

"R-right, I'll be there," MJ replied back. I blinked, a naked Jean Grey and a topless MJ? Damn, my day is just getting better and better.

I went to my home and took a bath, quietly as to not awaken Ben and May. When I came back to MJ's house Jean and Liz were in the kitchen, both having a strong cup of black coffee.

"Morning Peter," Jean smiled, "did you sleep well last night?" 'Liz thinks you went home,' she told me telepathically.

I smiled, "yup. You guys?"

"Please, not so loud," Liz groaned as she held her head in pain, "so noisy, so loud. My hurt head."

I chuckled at her jumbled words, "that's why you shouldn't drink so much."

"Morning Peter, morning Jean," MJ said as she came downstairs, now showered and in a new set of clothes. She looked at the kitchen and sighed, "you guys want something to eat? I can make waffles."

"I'll help," I offered as I took out the waffle iron and turned it on.

"Could you make some blueberry waffles?" Jean asked, "I like those."

"Do you have some MJ?" I asked the redhead.

"What?" MJ asked, distracted from the curious glance Jean gave her, "oh, yeah, the fridge."

I nodded as I moved, picking them out from the bottom shelf. "I always wondered how you got such a cute butt Parker, guess now I know," Liz snorted.

"Keep starting Allen, because that's all you're going to get," Felicia said as she came down. She looked like she had taken a shower, though she wore the same clothes as yesterday.

"Morning," I told her giving her a kiss, "sleep well?"

"Oh, you bet," she purred as she sat down.

"Oh my God!" Jean gasped suddenly.

"What?" I asked.

"Nothing! It's nothing!" MJ cried out as she grabbed Jean and dragged her upstairs, "I need to give her something! I'll be back in a moment!"

I blinked, "what's wrong with her?" I asked Felicia.

"I think she's finally gone mad," Liz said as she groaned, "are you going to make those waffles or not Parker?! I need food man! Food to soak up the booze!"

"You should have done that before you get the hangover," Felicia chuckled.

I smiled as I began to make them food, the warm aroma making Liz finally lift her head up and smile. Her hair was a mess and her makeup was gone, but she looked alert enough.

I made a stack of waffles three feet tall when Jean and MJ finally came down, Jean looking happy while MJ looked embarrassed.

"What happened?" Felicia asked.

"Nothing!" MJ cried out, "it was nothing!"

Jean smirked, "just getting MJ to promise me something very important."

I raised an eyebrow, "right...anyway, eat up ladies!"

"Is that all for us?" Liz blinked, "Peter, I don't think we can eat all that."

"Please," Felicia snorted into her coffee, "you have no idea how much this guy eats. It's like a black hole where his stomach is."

I smirked as we sat down in the dining table, munching on our food. We were all silent as we ate, though Jean did keep sending me and Felicia winks. Felicia didn't really respond too well, as she tended to blush and look away, I think she still can't believe what happened last night.

After breakfast we got ready and left. We arrived in Jean's house and went in to meet her parents. They were...aloof to say the least. Having their only daughter be a mutant was a life changing event for them, they didn't know what to say or do.

We had helped Jean pack the day before, we took her bags and walked out onto the curb, just as a limo pulled out.

Logan walked out from the driver's seat while Ororo helped the professor out. Xavier smiled at us, "are you ready to leave?"

Jean nodded, "yeah, just...give me a moment professor."

"Of course," he smiled as he went back inside. Logan and I helped put the bags in the trunk while Jean hugged everyone goodbye.

"Stay safe okay?" Liz said as she huggd Jean tightly, "and remember, no sprouting complicated philosophy at us. If you can't explain it to a five year old it's too boring to remember."

Jean chuckled, "right, I promise." She then went to MJ and hugged her, "don't forget. Do it, I'm sure they'll agree."

"I'll try," MJ smiled, "be safe Jean."

"I will," she then hugged Felicia and said nothing, though I would guess that they were having a telepathic conversation.

And then finally, she hugged me and spoke in my head, 'don't worry bout a thing. I'll be fine Peter. Oh, and MJ has this little crush on you FYI.'

I chuckled, 'I know. But I'm sure it'll fade away in time.'

Jean rolled her eyes, "for the smartest teenager on the planet you sure are dumb Peter."

"Hey!"

Jean smiled as she moved back, "I promise I'll never forget you, any of you."

Felicia and I looked at each other, a sly smile on our lips. MJ looked conflicted while Liz looked heartbroken. We stood there and waved at the limo as it drove away. The moment it took a turn we knew we had to leave as well.

Felicia and Liz took a cab home while MJ and I just walked. It wasn't that far, and I didn't feel like going home just yet.

"So what did you and Jean talk about?" I asked MJ.

"She...she wanted me to try and do something stupid," she shrugged, "it's not important."

I blinked, "right….I'm going to miss her."

"Yeah, me too."

"I really hope she doesn't become an evil cosmic entity that kills people for fun."

"What?"

"Inside joke," I smirked as we continued walking back home, MJ sending me the occasional side glance.

Chapter Text

The month of May went by without issue. The girls and I missed Jean, a lot, but she texted when she could and according to her she was happy enough. She mentioned a guy named Scott was already there in the school and they quickly became friends. I of course knew they would eventually be much more than that, but I kept that to myself.

Felicia and I did talk about that night with Jean. We agreed there was a lot of alcohol involved and we shouldn't ever do it again. I admit I was a little disappointed to hear that last bit, but I understood, if she even suggested a threesome with some other guy I would be pissed, so I won't act like a hypocrite.

We did also talk about her bi-sexuality, for some reason she thought I would freak out, but I didn't. I think we grew much closer because I so readily accepted her, and that was good, because I really didn't want her to leave me for some bitch, like….huh….there really isn't many female gay villains in Marvel are there?

Anyway, I continued my life as usual. I first had to repair my broken web gauntlets, fucking Magneto and his fucking broken powers. This time though I made sure to make them out of titanium and a few other metals that I knew wouldn't be magnetic. If he even thinks of escaping whatever hole Fury threw him in he wouldn't live to regret it.

I had to also rebuild my EMP gun, couldn't live without that, so many villains used technology these days, it would be really useful in the long run.

I then moved on to maintaining my tech, I needed to check up on all the systems and make sure they were running perfectly. But as I did so I found my spider arms and bronze knuckle busters stained with the blood of Magneto.

Fresh, mutant blood...and I got an idea. I opened a new folder that I hide in a subsystem named 'Mutant-Spider', cool name I know. And inside the file and put forth a new theory, 'is it possible to give myself new powers?'

From my exposure to Jessica Drew's blood I have found I gained few of her abilities that is encoded on a genetic level. So is it possible to do that again? With someone else's blood?

The concept was simple, irradiate the blood of a meta and inject myself with it. According to Sue my blood with react with any foreign invaders and adapt whatever it finds useful into my genetic structure. Meaning I could theoretically gain any mutant's power.

I scraped Magneto's blood off my tech and put it in a vial marked, 'M'. I then spent the rest of the month learning more about what those geneticists did in order to inject kids with Jessica's blood. How did the radiate and turn the blood gaseous? I needed to find it out.

Luckily for me Sue had the files on hand in her laptop. But unfortunately I couldn't access them without telling her why I was looking into this again. It was a dead end, for now.

So other than that life was going pretty well for me. School had finally gotten over with. Needless to say I aced all my exams without an issue. And thanks to my endless tutoring, so did Felicia and MJ.

So now I had so much of free time on my hands, I told Ben and May was going to be working much longer hours now, and I did. I spent a lot of time in the Baxter building with the FF, working with them to create new toys to play with.

But when I wasn't helping around in the lab I was out patrolling the streets. Spider-man was now a full time job for me, I was basically everywhere. My Twitter was constantly blowing up with people tweeting my location at all times of the day.

Hell there were even websites that did nothing but track me and my movements, so because of that I had to be extra careful when going to place where Peter Parker might be seen, like the Baxter building or in Queens.

I also began to work a couple of more criminal cases, breaking up drug deals and on occasion entire gangs. It was long hard work, but I knew it would be worth it.

But there was another thing that also increased taking up a portion of my free time. Usually I wouldn't mind, but the person I was spending all that time with was such a douche. I was of course talking about….David.

Fucking asshole.

He kept training me into the ground. Sometimes he didn't even know why, just that it was in the manual. But I kept quite, for all my complaining he did do his job well, I learnt quite a lot from him, especially when it came to knowing what rules to follow.

And right now I was in the training mat doing my best not to lose my temper that this moron.

"What's the matter Parker?! Can't cut it out in the big leagues?!" David swung a kick at my head that I lazily dodged.

"Oh yeah, you're the big leagues David," I rolled my eyes.

"You know if you spent as much time on training as you do yapping away then you might just make a half decent super-hero!"

"And if you took your head out of your ass you might just make a decent man," I smiled as I threw punch that connected with his shoulder, sending him back a few steps.

"Not bad, kid," he spat out.

"Thanks, douche."

"That mouth on you, do you kiss your girlfriend with that mouth?"

"Yeah, and your mother."

"Why you little-" he charged forward, I simply grabbed one arm and threw him over my head into the mat.

I put a foot down on his torso and smiled, "I win."

"You won the moment agent David made this a fight of words rather than fists," a familiar voice called out. Standing on the frame of the door was a very tired looking Nick Fury. He looked at me and nodded, "I find this one has a mouth on him that rivals Wilson."

"You can tell me that again," David groaned as I stepped back and helped him up. David saluted Fury, "sir."

Fury saluted back, "at ease," he turned to me and noticed my casual stance, "don't you know you're supposed to salute a senior?"

"Oh come on Fury, you ain't that old, maybe 40, or 50, but definitely not a senior," I smirked.

"You are so annoying," David growled.

"Thanks."

Fury smirked for a moment before it fell from his face. He turned to David, "I need the room for a moment."

"Yes sir," the man nodded and quickly walked out leaving me and Fury alone.

Fury brought out a file and handed it me, "do you remember why I brought you on in the first place?"

I nodded, "the Avenger's initiative. I'm assuming I'm being called in?" I opened the folder and found detailed information about all my future teammates. Iron Man, Captain America and Hulk. There were a few missing, but I suppose SHIELD never did actually account for Thor or even their own agents joining did they?

I whistled, "damn, these are some heavy hitter. You sure Stark's ego can handle working in a team?"

"Are you really one to question anyone's team skills?"

"True, but still. If push comes to shove Cap and I will get along great, Stark on the other hand...he's a wild card."

"Agreed, but time is running out."

"What about the FF?" I asked curiously, "I know Reed and Sue aren't a fan, but Johnny should be up for this."

"We...assessed him, his sister was insistent he wasn't going to be used as a SHIELD asset," Fury looked nervous, guess he finally figured out just how dangerous Sue Storm was.

"And Ben?"

Nick sighed, "he flat out refused. He said he already had a team, didn't want to be used by the government," he motioned for me to turn to the last few pages and I did. It showed the Tesseract and Fury continued, "it's called the Tesseract, a source of unlimited power SHIELD was hoping would end our energy crisis once and for all. And last night it was stolen."

And so it begins.

Two hours later:

After Fury briefed me I quickly got ready. I told Ben and May I was going to be in the lab for a few days, an experiment Reed was conducting really took a lot out of me. And to the FF I just told them the truth, SHIELD had another mission for Spider-man.

David was the one who had picked me up on a private SHIELD jet, which he landed on a skyscraper in Queens. I got in and sat in the back as the plane took off flying into international waters.

I sat there fully armoured up, I couldn't make any major changes to the costume, so I just stuck with the basics. I looked at my helmet and a question popped into my head.

"David, does everyone know my secret identity?" I asked.

"What?" the agent asked.

"Does everyone in SHIELD know who I really am?"

"No, only a few select members are privy to that information. Agent Romanoff, Director Fury and me."

"What about the other Avengers?"

"No, your identity has not been revealed in any of their briefing, as far as they know, you're just an extremely valuable asset."

"Good," I put on my helmet and snapped it in place, I then activated the voice modifier in the helmet distorting my voice several octaves deeper, "because I'm really not looking forward to hearing them make an issue out of my age."

"Voice modulator?" he asked.

"Don't want people taking guesses now do we?"

"Yeah, that's the idea," he replied.

I got up and walked to the cockpit, I looked outside and saw the helicarrier approaching off in the distance I whistled, "damn, that's big. David….do you think I'm ready?"

"No," I rolled my eyes, "but I don't think anyone's ready for this."

I nodded, "then let's hope we end up getting Fury giant battery back."

We landed on the carrier and I quickly stepped out. I looked around, it was exactly like the movies showed it, people working hard like any other military base. I looked around and spotted one man looking out of place, grey suit, purple undershirt.

"Hello Dr. Banner," I called out as I waked out to meet him.

He looked up and blinked, "ah, do I know?"

"Spider-man, big fan," I held out my hand.

Bruce looked at it before slowly shaking it, "really? A fan?"

I nodded, "I followed your research into creating the super soldier formula using gamma waves. It really caught my eye."

"And why is that?"

"My powers are derived the same way as yours, radioactive spider bite, gave my increased agility and strength proportional to a spider. Also allows me to climb on walls. Plus...you know, we have meet before."

"We have? I'm sorry but I don't think so."

"Well, not you, the other you, the big one. In Harlem."

"Oh, I-I'm sorry-"

"-What for? You were just trying to stop the other guy, Abomination. Heck, it's because of you I decided to become a super-hero in the first place."

"You did?" Bruce looked surprised.

"Yeah, I figured if I didn't help you stop that thing, more people would get hurt. And well, things just kind of went uphill from there."

"Is this the Spider-man?" a heard a man ask.

"Yes, he is," a familiar voice replied.

I turned around and saw Nat and Cap walking up to Bruce and me. I grinned, "Nat!" I cried out and jumped, wrapping her up in a big hug, "I missed you!"

"Spider, I see you're still….active," she suppressed a groan but I could see her smile peeking around the corner.

"Hey yeah I am! And what were you thinking leaving me alone with Agent Douche?! He's so boring!"

"I'm sorry?" Cap asked looking very confused.

"I used to be his handler," Widow explained, "I had to leave though, I gave him suitable replace."

"No you didn't! You gave me a hack! I boring all stick in the mud!" I turned to Cap, "oh heya Captain, nice to see you!"

"You too Spider-man," he said stiffly giving me a firm handshake. Damn, even his arms are covered in muscles. Steve then noticed Bruce, "Dr. Banner."

They shaked hands, "they told me you would be coming here. Didn't believe them."

Steve smiled, "they told me you can find the cube."

"Is that only word on me?"

"Only one I care about."

"Oh look at you two, getting along like fire and wood," I sniffed, "this is the start of a beautiful friendship!"

"Gentlemen, you might want to step inside, it's going to get a little hard to breath," Nat told us.

We looked around and saw the carrier start to rumble, people coming out with air masks on and pinning the plants to the tarmac.

"Is this a submarine?" Cap asked.

"Really? They want me in a pressurized metal container?" Bruce smirked.

"Wrong direction guys," I grinned as the two men walked towards the egd ad witnessed the helicarrier engines come alive as slowly the turbines started to churn the ocean, lifting it upwards, sending gales of wind at them.

"Oh no this is much worse," Bruce commented.

We walked inside, Nat guiding the way. I looked around so many people walked by, it was hard to imagine each was a trained killing machine. We slowly entered the main chamber and saw the people working tirelessly at terminals with Fury standing on the deck behind the command terminal.

"We're ready sir," a woman called out from down in the terminals trenches.

"Good, let's vanish," Fury nodded. I saw a computer showing the ship's system, slowly it began to reflect the sky above it, camouflaging the whole ship.

Steve walked up to Fury and took out ten dollars handing it to him. Fury grinned, he walked to Bruce, "Dr. Banner, thank you for coming."

"Thank you for asking nicely," Bruce replied, "so ah, how long am I staying?"

"Once we get the Tesseract back, you're in the clear."

"And where are you with that?"

Fury pointed at an agent, I immediately recognized him as Phil Colson. "We're seeping every wirelessly accessible camera on the planet. If it's connected to a satellite, it's eyes and ears for us."

"We still won't find them in time," Nat spoke looking at a screen with Clint's face on it.

"You need to narrow your field, how many spectrometers do you have?" Bruce asked as he and Fury quickly began to seep into the details of what needed to be done.

I must have watched the Avenger movie a hundred times now, I knew every dialog and every plot line in it. And I also knew how I could change it. This was too big of an event though, I couldn't afford to change too much, the world needs the Avengers, meaning the Chitauri have to invade and we have to stop it. Sigh, I fucking hate not doing anything.

Nat walked out with Bruce to show him his lab leaving me and Steve with Fury. Fury turned to me, "you ready for this?"

I nodded, "yup. Anything you can tell me about Loki?"

"Wasn't it in the file?" Fury asked.

"It was, yes, but I want to know what you think. You meet him, briefly. What type of man was he?"

Fury thought for a moment before replying, "arrogant as hell."

I chuckled, "aren't they always?"

SHIELD managed to eventually track him down to somewhere in Germany, I knew what was coming. Capt, Nat and I got into a sonic jet and took at full speed, we would be there in ten minutes.

I looked at captain, he wore that stupid looking plain blue suit, the only thing in the Avengers movie I hated.

"Hey Captain, I don't want to be a buzz kill but….are you seriously going to wear that?"

Steve blinked and looked down, "yes, I told Colson it was a bit old fashioned but...he insisted."

"Seriously Nat? You let them get away with making him look like an American flag?" I scoffed.

"I think he looks good," Nat gave a small smirk.

"You really don't like it?" Steve asked surprised.

I shrugged, "it's just...a little plain to me? Like if we added in some details, may ever make it more streamlined...have you thought about using electromagnets to use your shield? Would be really easy to bring your shield back when you throw it."

Steve blinked, I sighed, "sorry, I forgot you weren't that tech savy. P.S. when you get the time, you should totally watch this movie call Star Wars, it will blow your freaking mind man."

Steve looked both amused and lost, while Nat just smiled. We reached German air space quickly and drew up on the museum Loki was last seen entering. We looked down and saw him standing like a ruler over a crowd of people.

"Let's go!" Captain America yelled out as he opened the shits hangar door and jumped out.

"Bring up the rear Natasha!" I yelled as I jumped out, following the Captain.

Steve landed in front of Loki's energy blast, reflecting the blast back into Loki. I landed on a lamp post and watched as Steve stood up protectively, Loki slowly getting back on his feet. I took out my phone and began recording this, this shit was going to be fucking history!

"You know, the last time I was in Germany and saw a man standing above everybody else, we ended up disagreeing," Steve smiled.

"The soldier, the man out of time," Loki chuckled.

"I'm not the man out of time," Steve motioned over his shoulder.

Nat brought the plane back around and leveled it's machine guns at Loki, "Loki, drop the weapon and stand down."

Loki rolled his eyes and trusted the spear forward, sending a blast of energy that Natasha quickly dodged. Cap then charged forward, throwing his shield at Loki. I stuck my phone to the lamp post and kept recording, time to earn my living!

Loki struck Cap, who blocked the strike easily. Just then the Asgardian swiped his spear upwards sending Steve flying back.

"Yo ho!" I cried out. Loki turned to me and his eyes went wide as I went feet first into his gut, bouncing off his body and land away.

Loki tried to get back on his feet but a few quickly shots of my strongest webbing kept him pinned down to the floor.

He growled, "what are you?!"

I shrugged, "haven't you heard? I'm Spider-man," and just then my spidey senses went off like an alarm. I ducked to the side just as Loki's spear somehow was thrust right where I was standing.

I turned around to find Loki behind me, looking surprised. I leaped into combat, dodging his spear, landing a punch across his face.

Loki was pushed back, slowly rubbing his bruised face, "I'll admit, you are one of the most agile warriors I have ever faced."

Steve walked up next to me, "here that Spider? I think he likes you."

"Awe shucks, sorry horns, but I'm more into women," I shoot out two web grenade cartridges at him.

"Enough of this!" Loki cried out blasting my webbing into bust. He sent a blast at me and Cap, we leaped to the side, easily avoiding it. Steve got up and charged forward, knocking Loki's staff back with his shield before kicking Loki in the gut.

The Asgardian growled and charged forward, thrusting with his spear, only for Cap to block it. I jumped over Cap and leveled my palms at Loki's face, the repulsors glowing with energy.

"Bite me bitch!" I cried out sending out twin bursts of energy that sent Loki flying back, his staff falling out of his hand.

Steve and I walked up to him and watched as he slowly got back on his feet, his helmet broken apart, his clothes torn. He growled at me, "Spider-man."

"That's my name, don't wear it out," I leveled my repulsors at him again. And suddenly my spider sense went off again.

"Look out Cap!" I yelled tackling him to the ground just as two daggers flew out of Loki's hand to where our heads were a moment ago.

"Tch!" Loki cursed as he quickly grabbed his staff and pointed it at us.

"Get back," Cap cried out putting his shield before us bother just as Loki fired off a beam of energy.

We got sent flying back. Loki looked like he was going to get away, Cap and I got on our feet and were about to chase him when suddenly AC/DC's 'Shoot to Thrill' began playing. I smiled, about damn time.

Iron Man came flying out of the sky, he sent out two repulsor blasts that sent Loki on his ass before he landed before him and every single weapon he had activated and took aim at Loki, "your move reindeer games."

Loki looked at him and then to us. I sighed, slowly putting his hands up, dropping his staff. His golden armour and cloak disappeared.

"Mr. Stark," Captain nodded.

Iron Man looked over his shoulder and nodded, "captain."

I quickly applied concert webbing on his hands and grabbed the staff, "damn, this thing is epic! It's like a magic wand. You're a wizard Loki!"

Iron Man and Cap looked at each other. "This is the guy who took down Magneto?" Tony asked sarcastically.

Captain America shrugged, "that's what his file said."

"Okay, first of all, I'm right here, and second off all, you both are mean," I huffed.

We put Loki on board the jet and quickly took off back to HQ. Nat told Fury we were coming in, the director was seemingly impressed we took him down easily, but also very, very cautious.

While inside the jet Tony took off his helmet and turned to me. He turned to me and then narrowed his eyes, seemingly scanning me all the way from my helmet to my arc reactor. And then his eyes went wide.

"Is that my tech?" Tony asked in mild horror.

I looked down, "a version of it."

"You have my tech? Agent Romanoff when did SHIELD begin stealing the most advanced pieces of technology?" Tony turned to Natasha.

"We didn't steal a thing Stark," Nat smiled as she made eye contact with Tony, "he made it."

Tony's eyes blinked in utter confusion, "I'm sorry?"

"He made it," she replied, "Spider, how long did it take for you to figure out his tech?"

I shrugged, "two months or so. Repulsors around half the time," I opened my palms showing off the tech.

Stark looked down and then gasped, "two months? People have been trying to figure out my tech for years, the brightest minds on the planet, and you did it in two months?"

I shrugged, "I had a working model to dismantle and learn from. Wasn't that hard."

"Oh really? And where exactly did you get it?"

"The Stark expo," I replied sitting down on the jet's seats, "when the Hammer drones were busy attacking my friends I took a few of them down and stripped them of anything useful."

"You built that off of Hammer tech? How hasn't it exploded yet?"

I rolled my eyes, though Tony couldn't see it. "I made some improvements. It won't explode if that's what you think will happen. The Palladium should last three times longer, won't need a replacement for some time now."

"How did you-" Tony stopped as suddenly thunder rumbled outside.

Cap noticed Loki covering in fear, "what's the matter? Afraid of a little lightning?"

"No, but I'm not fond of what comes next," Loki replied as suddenly there was a thud on the jet roof.

"Tony, helmet," I told him as I powered up my repulsors, I knew what was coming, but I had to be seen doing something.

Tony opened the jet door. "What are you doing?!" Steve cried out.

But just then a tall blond man with grey and silver armor stepped in with a giant hammer in one hand and a blood red cloak tied around his neck.

"Hey blondie, love the cape," I sent out two repulsor beams sending him flying right back outside. I blinked, hun, I totally expected him to dodge that. I turned to Tony and Steve, "that was easy."

"ARGH!" Thor came flying back in. My spider sense went' full on crazy but I couldn't dodge it. He punched me in the gut so hard I went flying into the cockpit cracking the windshield. I think a rib was broke, maybe bruised.

"Spider!" Nat cried out as she quickly pulled me down from the window.

"Spider!" Iron man cried out. I saw through narrowed eyes filled with pain Thor releasing Loki and flying out.

"Are you okay son?" Steve asked as he quickly came up and helped me get off the jet's control panel.

"I-I'm fine," I coughed out, "it's just a scratch."

"That bastard!" Iron man roared a he took off.

"Stark! Wait!" Steve growled before turning to Natasha, "can you take care of him?"

Nat nodded, "yes, but you don't want to take these guys on Cap. They come from legends Cap. They're basically Gods."

"There's only one God ma'am," Steve put on a parachute, "and I'm pretty sure he doesn't dress like that." He jumped out of the plane.

"Damn, they get to have all the fun," I groaned out, slowly getting back on my feet. Before suddenly feeling woozy. My head started spin, "Nat, I think Thor hit a little harder than I thought."

"Spider? Spider?!"

I fell forwards and fell unconscious, Nat crying out my name was the last thing I heard.

Some time later:

I woke up in a hospital bed with my helmet removed and my costume opened up to reveal a bandaged chest.

I groaned and got up, how long was I out.

"Careful Peter," I heard someone call out. I looked and saw a beaten and bruised Natasha sitting between my bed and another's this one with an unconscious Hawkeye. I blinked, oh no, I slept through so much!

"What happened," I asked immediately.

Nat sighed and explained.

The plot went by the same way, with a few minor differences. Tony was pissed Thor had knocked me out cold, while the asgardian did apologize, Tony really wasn't hearing it. Then everything basically went by the same way. Loki escaped, SHIELD was dead in the air, and the Avengers were broken.

I sighed, I hoped I could have prevented some of this from happening, I wished...I wished I could have changed it. But now...the Avengers were needed, they had to be born.

I got off the bed and pulled off all the wires and cords on me. Nat looked up, "you need to rest."

"Loki's out there ready to unleash an army," I put on my suit, my glowing black spider webs coming alive, "I don't intend to sit around doing nothing."

"You were attacked by a God, you can rest Peter, let-"

"-Don't you dare fucking finish that sentence," I growled, "I'm not some child to be swaddled Natasha, I may not be a trained killer like you, but I ain't a coward." I put on my mask and walked out.

"Where are you going?" she asked.

I looked over my shoulder, "right now there are two very broken men that could potentially save the world. I'm going to kick their asses. Make sure your buddy's alright."

I walked away towards the place where I knew Tony and Steve would be. The Hulk's giant prison, that Loki had tricked Thor into. It was empty now. I walked in and saw Tony and Steve looking somber.

"Well isn't this just the saddest gathering of old men," I quipped.

They both immediately turned to me and stared in surprise.

"Spider! You're awake!" Steve smiled, "how are you feeling?"

I patted myself, "a bit bruised. Thor really packs a punch."

"He's sorry about that," Steve tried to apologize.

"Sorry's not going to cut it," Tony growled.

I turned, there was blood on the walls. I looked at, "is that where he died?"

Tony couldn't bring himself to look, he just nodded. Steve sighed, "was he married?"

"No….there was ah, a... cialist I think," Tony spoke.

"I'm sorry….he seemed like a good man," Steve replied.

"He was an idiot."

"Why? For believing?"

"For taking on Loki alone."

"He was doing his job."

"He was out of his league," Tony looked down at the cell hanger and glared, "he should have waited."

"Sometimes there isn't a way out Tony."

"Right, forgot that point."

"Is this the first time you lost a soldier?"

"We are not soldiers!"

"Yes, we are," I called out. They turned to look at me. I looked at them, "but we aren't Fury's soldiers. No, we fall under a different banner," I knew what had to be done. Tony was too angry, not like in the movie. He needed to be talked to, to let him understand.

I clicked my helmet open and took it off, revealing my face for the first time to them.

"Y-you're just a kid," Tony looked horrified.

"You shouldn't be here," Steve argued.

"You were told the same thing before you got the serum," I looked at Steve, "but what did you? You kept trying, again and again."

"That was different, it was war and-"

"-And you're telling me that's not what Loki's bringing into our world right now?" I shot him off.

"You shouldn't be fighting," Tony argued, "you shouldn't even be here."

I was silent, I looked at them both, they were worried I was going to die once again. I sighed, "the first time I got my powers I didn't want to fight crime. Hell I wanted nothing to do with them. But….then a friend told me something, that if hero's don't rise, the bad guys won't stop coming. That week I was in Harlem when the Hulk tore through it hurting so many people. So many just...crying out...the pain….I couldn't let them get hurt. Not when I could stop it.

"Right then and there I made a choice, regardless of what happens to me, if I could help people, I would. My dad had a saying, my uncle loves repeating it to me, with great power, comes great responsibility. They each have a different interpretation to those words, but I have my own. For me, it means that if I have the power to stop something from happening, but I don't, then the bad things happen because of me."

I glared at Tony and Steve, "Loki has to be stopped. No matter the cost, my life is nothing when compared to the hundreds that would die if we don't stop him. It doesn't matter how old am I, all that matters is that I do everything I can to stop him."

Tony and Steve met my eyes before finally Tony broke the silence, "that was by far the best rallying speech I have ever heard. Like not Independence day level, but definitely better than Braveheart."

Steve smirked, "I didn't understand that reference, but I assume it's good."

Tony nodded, "oh yes."

"So...you two old men in or out?"

Steve nodded, "in."

Tony looked down at Coulson's blood, "he's made it personal."

"That's not the point," Steve argued.

"No, I think it is," I spoke up, "he wanted to get captured to break us all up from the inside."

"So divide and concur?" Steve asked.

"Yes, but...he knows he has to take us out in order to win right?" Tony's eyes widened in realization, "that's what he wants. He wants to beat us, he want's to be seen doing it."

"He loves a good show," I told them, "Fury described him as arrogant and a self absorbed drama queen."

"He want's an audience," Tony concluded.

"We caught his act in Germany," Cap nodded.

"No, no, that's just the preview. This is opening night, and Loki's a full tale drama queen, he wants flowers, he wants parades, he wants monuments built to the sky with his name plastered-"

Steve's eyes went wide, "son of a bitch."

"We need to move," I put on my mask activating the voice changer.

"I'll take the suit and be the faster," Tony ran quickly.

"Don't take him on by yourself," Steve argued.

"No, if Loki hasn't set the teleporter yet there might still be time for us to stop him," I said in failing hope, "think your suit can take you all the way home Tony?"

"You bet it can," Tony split off leaving Cap and me alone.

"We need to get Nat and Hawkeye," I told Steve.

"Can he be trusted?"

"Let's find out," I brought him to the infirmary.

In minutes we were out the helicarrier in a jet piloted by Nat with Clint as her second. As we raced to Manhattan I realized something, the people, they were going to get hurt, so many of them. Maybe I could do something to stop that.

I took out my SHIELD issue phone and opened my Spider-man Twitter account;

Twitter: Not a drill, Manhattan going to be hit by crazy super villain at Stark Tower. Everyone get out now!

I sent the message again and again until finally people began to take notice.

"What are you doing?" Nat asked.

"I just told all my followers to get out of the city. It Loki's army is coming they'll be the ones getting hurt."

"Smart move," Steve nodded.

"Yeah, unfortunately people think I'm joking," I grumbled.

Damn, TheAmazingSpider is such a troll!

Leave Manhattan? In the middle of the day? Man do you even live here?

What the hell is so bad that you think we should all leave?

Damn morons! I growled, I slowly turned to Cap….wait a minute.

"Hey Cap, think you can do me a favor?" I smiled bringing the camera up putting it on video mode, "tell them all to get out of the city immediately, that people could actually die if they don't."

Steve looked confused but slowly nodded. I made a video of him warning the people to run away and to get out of the city immediately that this was not a joke. I posted it online, and people went nuts.

Dude! That's Captain America!

WE ALL NEED TO GET GONE!

Why? What's happening?

I replied to as many messages as I could. Steve looked over my shoulder nodding in approval at the way I told them just enough so that they wouldn't panic, but getting the urgency through.

But we wouldn't be enough, I knew that. I dialed Johnny's number, he picked up after two rings, "hey Peter, what's up?"

"Johnny, where are you and the others?"

"Don't you remember? We're in Germany, that big science fest Reed's getting. Why? Whats wrong?"

"Manhattan is getting hit by an alien attack. Big large army, you guys need to be here, now! It's like a level 1 emergency!"

"What?! Aliens?!" I heard chatter on the other side. Suddenly Sue's voice came on, "Peter? What's going on? What's this about aliens?"

"There's this guy, Loki, he has this device that can open a scape bridge and bring forth an army of alien monsters! I'm doing what I can to stop them, but I need your help! How soon can you all get here?"

"We're in Germany right now Peter!" Sue panicked, "it would take us 11 hours to reach here!"

"Can Johnny fly here?" I cursed.

"No, he's not that fast, don't even think about it Johnny!" she yelled out, I heard Johnny argue back but Sue yelled once again shutting him up. She spoke, "I'm sorry Peter. We'll try to be there as soon as we can."

"Fine, just get here Sue, I have a bad feeling about this," I sighed, hanging up.

When I did all I could I walked into the corner of the jet and dialed in Felicia's number.

"What's he doing?" Clint asked.

Nat smiled, "probably calling his girlfriend."

I glared at Nat just as the phone picked up, "hello? Tiger?"

"Kitten, listen, you need to stay out of Manhattan, do you understand?"

"I saw your post online, what's going on Tiger?"

"It's crazy Felicia, fucking crazy. I promise I'll tell you everything when I get back, but for now, please just make sure everyone is safe."

"Peter...Liz! She's in Manhattan right now!"

"What?! Why?!"

"H-her summer job!"

"Felicia call her right now and tell her to get out. Don't even think about going in to get her, do you understand?"

"Yes, I'll see you soon," she hanged up. I cursed, I knew she wouldn't listen to me, choosing instead to put on her suit and probably try something stupid. I fucking love that woman to bits, but sometimes she really gets on my nerves.

We reached Manhattan quickly, my tweets had gone viral, people were passing it around like hot cakes. Lots of people living or working around Stark tower were leaving, a lot stayed behind thinking it was a joke, but I suppose I'll take what I can get.

As we flew into the city airspace though a giant blue beam of light shot up into the sky opening up a portal. Out of the portal came thousands of flying crafts, shooting lasers at one small flying red dot, I'm assuming that was Stark.

I sighed, this was war.

Chapter Text

Chapter Text

Life was fucking awesome. Spider-man was finally getting the good press he deserved. Since I was seen in public as an Avenger, people didn't even listen to what JJ said anymore.

BugleJJJ:  Spider-man's actions in the city are nothing short of vigilantism!

I was going to respond, but then another man responded;

JKE_Ford:  Tonight at 9 in the night I was held at gunpoint. Spider-man saved me. This 'vigilant' made sure I came back to my family tonight. Fuck you BugleJJJ.

And the best part? It was true, I had saved the man's life, it wasn't just a troll. The man had attached a picture of the arrest sheet the police issued on the mugger they arrested with the time and date!

And he wasn't the only. Every time someone came to call me out, people came out in the droves. They were like a tsunami, and the best part is they weren't trolls, they were real people, real honest to God people whose lives I touched in someway or another.

I had become a beacon for the people. 1.2 billion followers of Twitter wasn't something to scoff at, I literally had the ears of a billion people, the kind of power politicians killed for. But, I knew that with great power comes great responsibility.

I was on cloud nine, my life was perfect. I was a superhero who was actually appreciated, people actually had fan clubs of me! At work Sue and Reed were always asking my opinion on stuff, half the time I couldn't help, but I did what I could.

At home my aunt and uncle were happy I was finally coming out of my shell and into the real world. And unknown to them I was secretly paying off any new bill they got that was overdue. I had the bank simply state there was a filing error while I payed out my own salary.

The the summer break allowed me to become a hero full time. I swooped in and saved the day more times that I could count. Heck, I even had a favorite hot dog stand while in costume, and my constant patronship made the guy pretty famous for being, 'Spidey's favorite dog place'.

I interacted a lot more with people, stopping by and cracking jokes with old men in the park, sharing coffee with morning workers, challenging joggers for a race through Central Park, that kind of stuff.

I always took photos too, putting them on Insta, featuring my daily hero life for the whole world to see. I was kind of world famous now, each photo I post gaining nearly half a billion likes.

I was basically the hero of NY, after all Tony isn't here half the time and Cap is more like a national wide thing. Thor was...well, a God, Nat and Clint were spies, meaning I was the only one who gave the Avengers any public exposure. No pressure.

But it wasn't all just web swinging and games, I did spend a lot of time at the Baxter building as well. Reed and Sue has been pretty busy, him with inventing new toys and her with getting the patents and the keeping the cash flowing.

Johnny and I did what we could, but honestly, no one had a thing on Reed, that guy was a genius worthy of the name. Honestly though it was a little awkward, Sue and him weren't really...well, ever in a relationship.

Reed was trying, in his own way, but Sue just kept ignoring him. After some time the poor guy just gave up. I honestly didn't know when they were going to get married, but at this rate I don't see little Franklin coming around any time soon.

Good thing too, I have no interest in letting a little kid have the power to warp reality itself. Next thing I know I'll be stuck as a teenager forever! I mean seriously, I had just gotten my driving licence a few weeks ago, I don't need this shit!

But I did also have time for my own personal projects. More specifically my personal tech. I worked on the alien junk I stole from the alien invasion and began to research into it.

From the weapons I found a way to telepathically operate machinery. It really was ingenious, There was a metal plate with an unknown alloy that feed on the electricity in brain waves like a symbiote. It channeled people's brain waves and with a sensor on the other side any machine could track what was being eaten.

I used this tech in my arms, making them much more safe to use, no chance of them exploding, driving me crazy and fusing with my spine now. I really should have thought of that before I began using these things.

Sue was really excited when I brought her the telepathic metal. She knew immediately where I got it, but was impressed I managed to figure it out as quickly as I did. She already began the process of patenting it, when asked for a number I went with the obvious choice: Teletech Plate.

I also managed to analyse the metal they used for armour. It was a very unique alloy, the materials not found anywhere on Earth. But I did manage to decompose the metals a little, finding out just what made them tick.

I couldn't synthesis my own metal, not even close. But I did have the basis for a metallurgy formula which should create an element that rivals Wolverine's claws. If I could figure out what the missing ingredient was that is.

I then turned my attention to the alien's power source, a type of glowing stone that seemed to push out radiation like candy on Halloween. It was the most radioactive element I knew, radioactive and still not too damaging to humans. Somehow the shell it was inside kept it from killing everything in sight. Only an external source of radiation could startle it, making it go boom!

I did manage to reverse engineer the tech, figuring out how it ticked. I was able to synthesis, with Reed's help of course, a way to make these battery cells. But unfortunately the result was disappointing. The rocks we produced gave out a quarter of the amount of energy an aline cell did.

Reed wasn't disappointed though, he was thrilled, he said he would keep working on this technology, it could mean the difference between humanity's extension or ascendance, or something in that light.

I also took a crack a what allowed them to levitate, though it seemed to somehow involve their glowing purple rocks which served as a power source and a levitation assistant. I couldn't really do much, it was after all alien tech I was dealing with, so for now I pushed them to the side.

Nat was relentless with my training, it seems Fury had made improving my fighting skills a number one priority. Training lasted for hours, one time it lasted a day as Nat wanted to see how long I could go without food or sleep, needless to say I impressed her with my stamina.

I did begin learning more of what it meant to be a spy. Nat finally decided it was time to teach me the delicate art of espionage. How to track someone without them knowing, how to spy on people and find out exactly what they didn't want you to know.

It was difficult work to be honest, I honestly didn't like it, but it had to be done. I needed to be ready, for anything and everything.

A few weeks after the alien invasion the city was finally starting to recover. I found myself having to go out as Spider-man less and less now, people finally started to get their shit together. And so I decided it was time I took on a new personal project.

I had decided if I had a freaking DeLorean in my garage it was best that I actually used it. But it would need some upgrades, luckily I knew just the man who could help me with it.

I called Johnny and told him I needed his help bringing my new ride up to date. He was more than happy to help. I drove the car to the Baxter building parking lot where he was waiting for me. The moment he saw the DeLorean his jaw dropped.

"What?!" he gawked. I stepped out and smiled, he turned to me, "what?!"

"Yeah, I know."

"How?!"

"It was my dad's," I shrugged, "my uncle gave it to me on my birthday. Figured it needed to be in the family. But it's honestly a piece of junk, think you can help me out?"

"Are you fucking kidding me?! You want me to help trick out a DeLorean?!" Johnny screamed.

"So...is that a no?"

"Yes! It's a freaking yes! A hundred times yes!" his eyes practically sparkled. We loaded the car up into an industry sized elevator they had installed for Ben. But when the lift opened up into the top floor we realised it was going to be difficult getting it into Johnny's lab.

"Hey rock head!" Johnny called out, "we need your help!"

"Don't call me that matchstick! Or next time-" Ben stopped as he stared at the car, "Johnny, why do you have a time machine in the lift?"

I grinned, "it's mine. I asked Johnny to help pimp it up for me. Think you can give us a lift?"

Ben nodded as he gently picked up the car and walked into Johnny's lab, tilting the car so that it could fit through the door.

Johnny had already cleared out the middle of his lab, arranging various tools and other pieces of tech around the car. Ben stepped aside and Johnny quickly pulled up the car's blueprints on his computer screen.

"The DeLorean, a sports car manufactured by John DeLorean's DeLorean Motor Company for the American market from 1981–83," Jonny began, "The car features gullwing doors and an fiberglass body structure with a steel chassis, external stainless steel body panels. It became widely known and iconic for its appearance, and it was modified to represent the concept of a time machine in the Back to the Future media franchise."

"But it was a piece of junk," Ben recalled, "it kept breaking down all the time. People hated it, the only reason it's so popular is because of the Back to the Future movies."

"Yeah, who doesn't want a time machine," Johnny nodded as he looked at the car, "I'll be honest Pete, I don't really know what I can do. I mean, it's engine is shit, the gearbox even more so. The chassis is basically paper mache, and the design, while iconic, isn't exactly aerodynamic. I can see the places where you dad made some changes, the back seats are a nice touch, but it honestly isn't worth buying new parts."

"I know Johnny," I smiled as I pulled out my personal SA and displayed a diagram, "I was hoping we could maybe strip the insides and build it anew, with this."

Johnny took me SA and looked it over. His eyes slowly widening as he began to recognize what it was, "dude! How?!"

"Just something I thought off," I shrugged, "it's a new type of electrical engine that runs on my version of the arc reactor. We can get rid of the engine and the gear box, basically bringing the old time machine into the 21st century."

"Dude...this is going to take days," Johnny looked over the diagram I sketched out.

I smiled, "I'm not hearing a no."

Johnny grinned, "I'm in."

"So am I," Ben nodded.

"You? What the hell are you going to do Rocky? Sit on it?" Johnny scoffed.

"What it flame brain, or I'll toast you," Ben growled, "and for your information, cars just happen to be something I'm good at. I did help Reed build his first engine you know."

"Wait, then how come you and Johnny never work together?" I asked curiously.

Ben shrugged, "kid's more into the 21st century stuff. I specialise in the old fashioned stuff."

Johnny sighed, "fine, but I swear to God, if you accidentally sit on it or something I will burn your rocks off! Got it!"

Ben nodded, "hey, if you're going to get my rocks off I can't complain," I snorted but held back my laughter.

"Good! Now...wait a minute," Johnny narrowed his eyes as I burst out laughing, "that's not funny!" Ben and I laughed hard.

We got to work on the car. Johnny had a hundred different ideas he wanted to use, but Ben and I held him back. I so did not want my car shooting out fire, this was supposed to be Peter Parker's car, not Spider-man's. And even then I don't that would be a good choice.

I called up SHIELD's resource management team and had them send over all the parts we would need. I signed it off as a business expense, bwahahahahaha!

We first replaced the engine, petrol was a thing of the past and caused way too much pollution. We replaced it with the electricity engine I designed and Johnny helped build. The engine was so small it took up a quarter of what the petrol engine used, giving us the front to use as trunk space.

The engine was powered by an arc reactor in the center of it, making sure the car wouldn't run out of power in the next hundred years or so. Excessive? Sure, but totally awesome.

We redid the interior as well, putting in ergonomic seats, giving up plenty of legroom for those in the back and front. The seats were red and black, sort of sticking with the Spiderman theme here. The flimsy stainless steel body panels were replaced with a steel and titanium alloy. Never know when an supervillain will attack, could be useful.

Ben decided the gearbox was pointless, and since it ket breaking down it wouldn't be much use. So instead we converted the car into a automatic, made it much easier to drive.

Johnny then went a little crazy, we couldn't really stop him at this point. We said no to so many of his other request we kind of felt bad to be honest. Plus he kept giving me a puppy dog look, which was more disturbing than cute.

Johnny went to town on the car, he changed the suspension, put in a set of tires which he designed that would never puncture, made the windshield and windows out of bullet proof glass.

The doors opened upwards and we decided to keep them just the way they were. After a couple of more minor additions and adjustments Johnny's part was finished. He smiled, kept going on and on about how I should let him borrow it to pick up chicks.

I then began to work on the interior. I changed the entire dashboard, replacing it with smooth mahogany wood. I installed a HUD below the AC which was basically a miniature computer that regulated the car's engine and monitor all other functions.

I then decided to splurge a little and put in a kick ass music system as well. When we turned it on for the first time on max volume Sue had heard it all the way from her room. Needless to say she was pissed we woke her up.

"Hey Pete," Johnny asked me as I helped in put in the sound system.

"Yeah?"

"What do you think about this?" Johnny showed me a blueprint. I blinked as I examined it.

"Dude..."

"I know, but listen-"

"-Dude!"

"Come on! It'll be so cool!"

"...Dude?"

"The energy output will be more than enough, come on Pete, don't tell you haven't even thought off using it!"

I sighed before smiling and nodded, "dude."

We then got to work. We put in four repulsors on the bottom of the car near the wheels and one large one near the back that was designed to look like a spare tire holder. Ben kept asking what we were making, but we refused to tell him. Honestly though, I'm surprised he couldn't guess it.

And finally, it was done. We stepped back and admired it. The car had gotten a complete overhaul, but I decided to keep the outwards grey colour, with neon blue timmings running down the side that glowed when I turned on the headlights.

It looked like it could be a real time machine. I smirked, "this is so cool!"

"Damn right," Ben nodded, "want to go for a drive?"

"Hell yeah!" Johnny cried out.

Ben helped us get it into the industrial lift and take it down to the parking lot. I smiled as I took out the keys and put it into the ignition, pressing my thumbprint on the middle of the wheel, allowing the scanner to scan my thumb print.

"Welcome Peter," a robotic voice from the HUD called out.

Johnny grinned, "so it recognizes you."

I nodded, "yup. Alright you two, get in."

Johnny had to sit in the back while Ben sat forward, pushing his seat back all the way. The car began to topple towards his side, when suddenly the online system activated and the suspension began to work overtime to compensate for the weight.

"Warning, weight anomaly detected. Compensating now. Speed limited to 50 miles per hour," the robot voice called out.

"Thanks Doc," I smiled.

"Serious? You named the car's AI Doc?" Johnny rolled his eyes.

"Hey, it fits," Ben shrugged, "now come on! I want to see what this thing can do!"

I nodded as I put it into drive and pulled out of the basement into the open New York road. The traffic was not bad today, though we did end up stopping a few times. People looked at us, I didn't really mind, it was a well known fact Peter Parker worked with the FF, let them gawk.

"Hey Doc, put some rock and roll would you?" Johnny called out as he put on his shades. The music coming roaring out as he stretched and sighed, "yeah, this is the life."

I rolled my eyes as I pulled onto the bridge heading into Queens, the drive was now a lot faster. I could feel the wind going through my hair as I drove carefully across the giant metal bridge. And then on the other side I took a 'U' turn and headed straight back to the Baxter building.

As we drove back Johnny turned to me and grinned, "hey, want to use it?" he tapped the hand brake button gently, flipping it up to reveal a red button inside.

I grinned. Ben looked over in surprise, "what's that?"

"Oh nothing, just a little surprise we made," I grinned pressing the red button and suddenly the car started to hum.

"Flight mode engaged," the AI system stated, suddenly the car started to move upwards into the air.

"What the hell is going on?!" Ben cried out as the repulsors under the car kicked in, sending us flying up.

"Come on Ben! Like a little!" I laughed as I pressed on the accelerator, kicking the giant repulsor behind the car into overdrive, shooting us off the bridge and into the sky. I steer the steering wheel to pilot the car, grinning like a madman.

"Hey Pete, want to race?!" Johnny asked as he unbuckled his seatbelt.

"You're on!" I yelled. He opened the door and jumped out, flailing on in mid air as he took off, me following closely behind. We stayed out of the city, mostly flying above the East River. I grinned, this was amazing!

It was a great first drive.

Sue was pissed though. By the end of the day everyone in the city was claiming the FF had a flying car and Sue was getting calls all over the city from investors. She yelled at Johnny and me for like a hour before making me give her the blueprint for the engine I designed, she hoped this would make people less...jumpy.

Reed on the other hand loved my car design, he even got a new idea to make something similar. He dubbed it his summer side project and I got a feeling I knew what it was.

Johnny and Ben insisted on making a few more adjustments and more importantly getting the car registered with the state, it was after all heavily customized. We did avoid mentioning it being able to fly, leave a little something for ourselves.

By the end of the July I drove my new, improved and road legal DeLorean back home. When May saw it she nearly fainted. Kidding...kind off.

"Peter, how did you pay for all of this?!" Ben asked in horror.

"The FF had a lot of funds left over and a lot of toys that they didn't use. I just got Johnny and Ben to help me throw in some old scrap they had lying around, it's really not that big a deal, it looks way more expensive that it is," I lied easily. I should be worried I'm getting so good at this but...well, I am supposed to be a superhero. Lying comes with the job.

In the end they clamped down, Ben insisted I drive him around for a while. I should him all the new features and needless to say he was impressed. When I finished showing my aunt and uncle the car I figured the next best person would be my girlfriend.

I pulled up to her apartment and called her, telling her to come down. She did, wearing a pair of jeans and a leather jacket. She looked at me and the car and raised an amused eyebrow, "so, you finally went full nerd huh?"

"Hey, I'll have you know I've always been full nerd," I chuckled. I opened the car door and motioned for it, "want to go for a spin?"

Felicia smiled, "sure, why not. It's not going to like, stop half way right?"

I rolled my eyes, "Felicia, you insult me."

I took her around town for a bit, showing off all the cool new features. After a while Liz called her wanting to hang out, it was the perfect opportunity for me to show off the car, so Felicia told her we would be coming right away.

We pulled up to Liz's house and she practically ran out the door, "come on daddy! You have got to see this!"

"Oh what now Liz," an older man came walking out and stopped in his tracks seeing the DeLorean. I walked out and leaned on the hood of the car waving at Liz.

"Hey Liz, how's the summer?" I asked.

"You totally tricked this thing out!" Liz's father cried out before she even had a chance to answer, "what did you do to it?!"

It took me all afternoon to satisfy the man's curiosity. He was so excited, he insisted I let him drive it. I was reluctant, but after Liz begged me to let him, I agreed. He was like a kid of Disney World.

Later that night I showed the car to MJ and she was pissed she was the last one I showed. So in return I took her and the others out for dinner in a street shop in town.

As we ate our chilly dogs MJ gushed, "it's so spicy."

"I keep telling you not to eat it all at once," I rolled my eyes.

"The trick is limitations MJ," Felicia replied, "don't just swallow."

I snorted, "yeah, don't swallow. I don't usually say that though."

Felicia turned red as she smacked me up the head, "watch it!" I laughed as MJ and Liz tried to ignore the obvious perverse meaning.

"So," Liz called out, "you know who would have loved this thing?" she tapped the car's hood, "Jean."

MJ sighed, "yeah. How is she anyway?"

"From what I hear she's doing fine," Felicia shrugged, "kind of lonely though. It's only here, those adults we met and this Scott guy. She says they'll get more students soon, but she doesn't really know when."

I nodded munching on my chilly dog, "maybe we should visit her."

MJ blinked, "what?"

"What? Why not? It's what? A two hour drive from here? We can be there and back within a day if we want."

"Peter that's brilliant!" Liz cried out, "we should totally surprise her! This Saturday, what do you guys think?!"

MJ and Felicia didn't really seem to mind and I was the one who suggested, so we were all in agral. Getting permission from Ben and May was a little difficult, mostly because May didn't like the idea I could be so independent at such a young age, but Ben did convince her otherwise.

I did want to visit Jean, I didn't lie. But I also wanted to keep an eye on Xavier and see what he's doing. I don't trust the man, never did, and no, Patrick Stewart's amazing acting isn't going to convince me otherwise.

On Saturday we all meet up at my place at around 6 in the morning. I had packed up some clothes, in case of a Spider-man emergency, and lots food. MJ was the first to arrives, she came with her own bag of stuff and walked up to the car currently parked out on the driveway.

"Morning Red," I called out as I stretched the kinks out of my body.

"Morning Tiger," MJ put her stuff in the front, which we now used as a boot.

I got into the driver's seat and MJ sat besides me. We drove to pick up Liz and then Felicia. When Kitten arrived she insisted on sitting shotgun, but MJ just flipped her off saying she called shotgun. Felicia didn't like it, but she didn't really mind.

I drove out of the city, the morning traffic barely there to slow us down. Once we hit the highway the DeLorean sailed smoothly down the clear highway with music playing in the back.

"You know, you really should name this thing," Felicia said from behind.

"What do you mean?" I asked.

"Well, don't all the best cars have names?" Felicia asked.

"Well, I mean it's the DeLorean, what other name do you need?" Liz asked.

"How about….Dorothy?" MJ suggested.

"Something from this century please," Felicia rolled her eyes.

"Well it already has a name," I told them, "isn't that right Doc?"

"That is correct Peter," came my car's electronic voice.

"Woah!" MJ looked at the HUD, "you're car can talk!"

"Can you trick out my car Pete?" Liz asked.

I chuckled, "not sure, I used SHIELD assets to build this and wrote it off as a business expense." Liz pouted, but understood.

It was a nice two hour drive, we chatted, listened to the music, just relaxed to the smooth running engine of Doc. Finally we arrived at the gates of the Xavier mansion. I drove up to the gate and pressed the intercom.

"Hello," I called out, "anyone there?"

"Who is-Peter?"

I waved at the camera, "hello Logan. What's up?"

"What are you doing here bub?"

"We," I moved aside showing the other girls, "came to see our friend. Open up claws, please."

I heard him sigh and press a button, opening the gates, "I'll send her down."

"Thanks," I called out as we drove in. The mansion was huge, I could see it even from here. The driveway was long too, you could fit my entire house in here with much more room to spare.

"This is where Jean's studying?" Liz whistled as she looked around at the fancy marble statues and the rose gardens, "no wonder she's getting used to it."

I chuckled as we drove up to the main entrance and I parked the car to the side. We got out of the car just as the doors to the mansion were thrown open and Jean came running out.

"Guys!" she cried out.

"Jean!" Liz cried out as she swooped the redhead into a hug, "oh my god I missed you!"

"And I missed you," Jean cried out, she quickly hugged the rest of the girls before turning to me, blushing just a little bit, "hey Peter."

I nodded, "Jean, you're looking well." She really was. She had grown to around 5 feet 9 inches, her frame became thinner and she had finally started letting her hair grow as it now reached the middle of her back, "Are they treating you right?"

"Oh stop it, it's not so bad once you get to know them," she hugged me, whispering into my ear, "I really did miss you and Felicia a lot."

I blushed as we broke the hug, "y-yeah." I turned to Felicia, she was blushing a little too, damn Jean works fast.

"So Jean, show us around!" Liz said as she grabbed Jean's arm.

"Okay Liz, just give me a moment," Jean chuckled as we all walked into the mansion She opened the door revealing the amazing interior.

"Woah," MJ said looking around, "it's amazing."

"How many rooms are there?" Felicia asked.

Jean shrugged, "I don't know. About a hundred I think."

I looked around, the place was pretty cool, I'll admit. But what I really was interested in was the Danger Room, but I guess I can't just ask her to show me that...wait…could I?...Neah.

"So Jean, what has Baldy been teaching you?" I asked as the girl showed us around.

"I really wish you would stop calling him that. He really is sad about what he did."

"You do remember what I told you right?" I asked raising an eyebrow, "he's a man with the power to brainwash people, around him anything you feel should be taken with a grain of salt."

"Come on Peter, you're being paranoid," Jean rolled her eyes.

"Which is exactly what someone who was brainwashed would think," Felicia said with a chuckle.

I narrowed my eyes, "whatever, either way I've made sure he won't be able to read our minds this time."

Jean blinked, "what? How?"

I pointed at my ear showing a black circle looped around the lobe, "it's a more advanced version of the helmet I made for you to keep your powers at bay. I made one for the girls as well."

Felicia tapped a similar pair of earrings she had while Jean and Liz pointed at the hair bands they wore.

"So that's why I couldn't feel you guys," Jean said in wonder.

"Feel us? Do you mean you tried to read our minds?" Felicia asked cautiously.

"No, not like that. It's like a psychic's version of sight, I couldn't feel your presence, it was like you just weren't there."

I hummed, "sound's interesting, learning a lot from the old man?"

"Oh yes, he' shown me a lot Pete and-"

"-Jean? Who's this?" a new voice called out.

We all looked up to see a young man in a blue sweater vest and khaki slacks walked down the stairs towards us. He had brown hair and wore red coolers that covered his eyes completely. I recognized him immediately, Scott Summers.

"Scott, these are my friends, the ones from Midtown high?" Jean smiled, "guys, this is Scott, he's another student."

"Cool, so you're a mutant too?" Liz asked excitedly.

MJ groaned, "for god's sake Liz you can't just ask someone if they're a mutant!"

Scott blinked, "they know?"

"Of course they do silly," Jean giggled, "you're a student at a mutant school, they aren't stupid."

I smiled and walked forward extending my hand, "Peter Parker, pleasure to meet you."

Scott blinked before shaking my hand, "Scott Summer."

"So Scott, what can you do?" I asked.

"Ah, that's kind of personal?" he looked nervous.

I nodded, "I understand. Anyway, think you can give me and the girls a tour of this place?"

Scott shrugged, he and Jean walked in front of us as they took us all over the hundred plus room sized mansion. I'll admit, Xavier has style. The place was classy yet not in the snobbish sort of sense.

Each room was decorated like it was meant for a VIP, there were several classrooms in the ground floor, though they weren't currently in use. And the library looked like it could rival that of any fancy prep school.

"And this is the garden," Jean took us outside to the back, showing the large garden. There was a pool near the side and a basketball court. There were rose bushes and what looked to be a maze near the back.

"Ah, I see you all have arrived to see Jean," I heard a familiar voice. We turned to see Xavier coming out of the bushes, being pushed by Ororo. He smiled at us and nodded, "it is good to know Jean's friend's haven't forgotten about her."

"We haven't forgotten about you either Xavier," I tapped my mental protection, "don't even think about it."

Xavier sighed, "Peter, I am truly sorry for what I did, but you must understand, I did it to prevent you from being a killer."

"He came to my friend's house and threatened to kill her. As far as I'm concerned he was a corpse the moment he thought he could get away with something so horrible."

"Peter," Jean put a gentle arm on my shoulder, "please."

I sighed, "sorry," I turned to Xavier and took a deep breath and let it out, "you have an amazing place, Makes me want to join."

Xavier smiled, "you are always welcome Peter, from what Jean tells me, you are more than qualified to teach a few subjects."

Felicia rolled her eyes, "I'm sure that's not all she tells you."

"Hey, I don't just talk about Peter! You guys are my friends too!" Jean cried out.

"I'm sure," MJ and Liz giggled, making the other redhead blush red.

"Are you kidding, she won't shut up about you guys," Scott smiled, "she told me how you guys tried playing superhero?"

"Yeah, now that I think about it, it was kind of a dumb move," Liz grumbled.

"Told you," I sang out.

"Yeah, yeah, you don't have to rub it in," Liz huffed.

"Still, the costume you made was really inspiring," Xavier commented, "I've had something similar designed for Jean."

I raised an eyebrow, "costume? For what?"

"You said it yourself Peter, we need to show that mutants aren't a threat, that we can work with humanity," Xavier motioned for me to follow as he, Ororo and I walked into the grass maze.

I sighed, I turned to the girls, "I'll be back." They didn't really say much, though Felicia gave me a warning gaze, I swear sometimes she worries too much.

Scott watched Peter leave and forced folding his arms, "why did the professor call him out?"

"He probably wanted to talk to him in private," MJ shrugged.

Scott huffed, "what's so special about Peter Parker?"

Felicia smiled, "everything."

I didn't like it, me, him, alone...well, not alone, his bodyguard that should shoot lighting out of her butt was with us, which really wasn't looking good for me.

"What did you want to talk about?" I asked him as we walked through the maze.

"I have...I have been thinking about what you said," Xavier explained.

"Oh? Which part?"

"The part where….I abused my powers."

"I see," I didn't push him, though I really wish I did, "and?"

"You said how there was no difference between Erik and I, how he would use his powers to hurt others and...I would use mine to get what I want, regardless of people's free will."

I nodded, "yes, and?" We came to the center of the maze was a water fountain waited for us.

"I wanted to apologize, I understand you don't trust me, I do. But I don't regret doing my actions."

I took a deep breath and let it out. "I get it, I do...you're not human, you're a different breed altogether. What seems natural to you is...different for us. I don't pity the way Jean will have to adapt herself into our lives."

Xavier nodded, "I'm glad you understand."

"Was there anything else?"

Xavier smiled, "yes, I was going to offer you a tutoring position in my school, maybe something during the weekends. But since your recent outing as an...Avenger, I wager your time is very tight at the moment."

I shrugged, "it's honestly not a big thing, we don't' actually have like daily meetings or the like...hey, would you like to join?"

Xavier blinked, "me?"

I shrugged, "I don't see why not. You're a pretty smart guy, and your heart is in the right place," I turned to Ororo, "you too Storm, I mean, we already have a thunder god, but we could always use a thunder goddess."

Ororo smiled, "you are quite the charmer Peter, thank you, but I believe my time will be better suited here."

I nodded, turning to Xavier, "and you?"

Xavier looked thoughtful, "I'll admit...it's an appealing thought. I doubt I could help stop a war like you did."

"I wouldn't need you for that," I told him, "we need more members. I don't think Strak would care to admit this, but we were so close to losing that battle. Next time though, and believe me, there will be a next time, I don't want it let up to chance. Can I count on your team to help if the time comes?"

Xavier nodded, "it would be my pleasure. Seeing mutants working together with Earth's mightiest protectors would do well for our cause."

"I figured."

"Tell me, was this the real reason you came?" Xavier smiled.

I chuckled, "no, just a very nice bonus. I really did miss Jean, plus I just got a car, figured we could do a nice long road trip."

"Well, then let me not keep you," Xavier nodded. I quickly walked out of the maze, waving at them over my shoulder.

Xavier looked up to Ororo, "what is your opinion of him?"

"He's….smart, but also very complex," Ororo looked at Peter's retreating form with curious eyes, "I don't doubt his dedication to his friends, but his anger...it could be his downfall."

Xavier sighed, "yes, I'm afraid it could be."

I walked back to the others and found Scott and Jean playing basketball with the girls. I stood by the side and smiled, watching the two mutants beat the three, Felicia was the only one having any success, scoring a point of every two the others score.

"Hey, you joining?" Scott asked just as his scored a three pointer.

I shrugged, "it wouldn't be fair."

"To who?" Scott chuckled.

"To you," I replied.

"You think you can take us on?" Scott chuckled.

"Oh he can," Jean said bouncing the ball, "he's really agile."

"Really?" Scott raised an eyebrow, "alright then, let's go, you and me, one on one."

I smiled, "you really don't want to do that Scott."

"Confident are you?"

"No, just really, really sure on what I can do."

"Alright, how about a bet?" Scott smiled, "if I win, I get to take your DeLorean for a spin."

I smirked, "fine, and if I win, you have to tell me what you can do. Deal?"

Scott tossed me the ball, "deal."

I took off my jacket and walked into the court. "Great, we get some entertainment," MJ smiled as the girls sat down next to the court.

I stood before Scott checking the ball once, "you sure you want to do this?"

Scott checked it back, "hell yeah."

I grinned, "sucker."

Five minutes later….

"And the king of Xavier's school for mutants basketball court is Peter Parker!" I cried out, dunking my fifth basket in a row. I landed on my feet and grinned at a slack jawed Scott.

"HOW?!" he yelled.

I smiled, "I'm really agile."

"Come on you two, it's time for lunch!" Jean called out as she and the girls made their way inside.

"Coming," I called out, putting my hand on Scott's shoulder, guiding him inside, "so, since I won, what can you do?"

Scott sighed, "it's ah, it's complicated. I can sort off….blow things up."

I grinned, "cool."

We ate lunch with the other in one of the cleanest kitchen I have ever seen. We all sat around one table big enough for twelve, the girls were quickly catching up while Scott and I discussed his powers.

"So, it's like a beam of concussive force? Not heat?" I asked a little surprised.

Scott nodded, "yeah, that's what the professor said. He said my powers came from inside my eyes, but he doesn't really know where."

I hummed, in my Earth there was this theory that Scott's powers came from another dimension, so maybe it was like Johnny's powers, able to absorb them from another dimension and then channel it into our own through a form of energy.

"Close your eyes," I told him.

Scott looked surprised, "what?"

"I want to see how your eyelids look with your eyes closed, close them," I repeated myself. He did so and I took off his glasses. I was glowing red energy just below the surface of his eyelids, they somehow didn't tear his eyelids off.

"Are you done?" Scott asked a little impatiently.

"Yeah," I put his glasses back on and saw his eyes open up from behind the red shades. "So, I think I have a theory on how your powers work."

Scott blinked, "what?"

I nodded, "I know someone who has similar powers. His powers come from another dimension, a plane of existence that his body can somehow at will, call upon. I think your body works the same way. And this energy is somehow a part of your body, that's why your eyelids aren't being ripped apart. I would wager your fingers or any other part of your body would also be immune to your powers. Maybe they are somehow absorbing the energy back into your body and channeling it inside you...but I can't be too sure."

Scott gaped, "how do you know that?!"

I shrugged, "didn't Jean tell you? I'm a genius."

We spent the rest of the day with Scott and Jean, just walking around, looking at the mansion. Scott and I talked about cars, though I wasn't a fanatic like him, I did learn a little from spending so much time with Johnny and Ben working on my car that I could share a few conversations with the man.

By around late afternoon we had to leave. Scott, Jean, Xavier, Ororo and Logan meet us at the front to see us off.

"I can't believe you drive that," Scott said whistling at the sight of my car.

I smiled, "yeah, I call him Doc."

"Creative," Logan smirked.

"I missed you all so much," Jean said as she leaned in giving us all a big hug. When it was my turn she placed a small kiss on my cheek, before removing my psychic dampers. I looked surprised and was about ask why when I heard her voice in my head;

"Next time, have it be Felicia and you, alone. We three can spend some time, together." Jean smiled as she put the earpieces back on my ears, leaving me blushing red.

"Thanks so much for having us professor," MJ said politely, "you really have an amazing place."

"Yeah, glad to see our little Jeany's being taken care off," Liz nodded.

"You are welcome," Xavier nodded, "and please feel free to come and visit any time you wish. Our doors are always open for friends."

"Though next time you better call," Logan growled.

I blinked, "oh wait, that reminds me!" I quickly opened the front and looked through my bag, pulling out my history textbook. I walked up to Logan and opened to the page about world war 2, "here, can you sign this for me?"

Logan and the others looked surprised when I handed him the book. "What are you going on about bub?" Logan asked.

"This," I tapped the photo off Captain America and James Howlett, also know as a Wolverine, I had found the photo a long time ago, it was actually when I realised mutants were a thing in this world, I didn't realise it then but this would be a perfect to tell Logan about his past, without giving away anything, "that is you right? I talked to Cap about it and he told me how cool it was to serve with you. By the way, do you mind me telling him about you? Steve would love to hear about you, between us, the guy's kind of lonely."

Logan's eyes went wide as he stared at the picture, "t-this is me?"

The other mutants looked at the picture, each gasping.

"My God," Xavier gasped.

"Why didn't' I ever notice this!" Jean cried out.

I shrugged, "I'm just more observant."

"Peter, I don't think you understand what you just did. Logan here...I mean, James here has amnesia, he has no idea who he was and now..." Xavier trialed off.

"And now I do," Logan turned the pages trying to find more information about himself but failing too, "dammit! This thing is useless!"

"Calm down Logan, this in itself is a huge step forward, we'll find more, now that we actually know where to start," Xavier assured him.

"I guess," Logan threw the book to me, "tell Rogers I want to talk to him," he growled before slowly looking gloomy, "and kid...thanks."

I blinked, "ah...you're welcome?" I must have been an oscar worthy performance because they totally bought it.

Soon the girls and I were back in my car driving home. This time Felicia was in the front with MJ and Liz asleep in the back. We didn't really talk much, though my head was filled with thoughts and ideas.

There's been something I've been avoiding for sometime now, ever since Ben mentioned my dad had a storage space Downtown where he kept this car along with his other stuff...well, I've been curious. Just what was in there? Could it give me a clue as to what Richard did to Peter's book?

Whatever it is, it's time I take a look into that storage space. But something inside me told me that this would be the start of something, really, really dangerous. Sigh, fucking comic books.

Chapter Text

I looked down into the alley and saw three kids dressed in red and black beat up a small gang of thugs. I should jump in there and put a stop this, I know I should. But….I honestly didn't want to do that.

I leaned back into the shadows and watched as the three vigilantes fought valiantly. They wore a red and black tracksuit with a fabric mask that was stitched to resemble my own. Spray painted onto the middle of their track was a black spider similar to my own. And each were armed with jawbreakers, really putting the hurt onto the thugs.

Copy cats, they were more and more each day and each acted rasher than the ones before. At least these ones looked like they knew what they were doing.

I watched as they fought through the thugs, each wannabe had skill and some level of fighting skill. The thugs had weapons, and though at times it looked like I had to intervene, the copycats handled themselves pretty well.

"We don't need you people here!" the biggest copycat yelled out as he socked a thug across the jaw throwing his unconscious body into his friend's open arms, "spread the word, this place is protected by the Web Warriors!"

The thugs carried their unconscious and ran away, crying out for their lives. I watched as the 'Web Warriors' celebrated their victory, high fiving each other and cheering loudly. I sighed, guess it was time I showed myself.

"What do you think you're doing?" I asked out loud as I crawled down the side of a building.

"S-Spider-man?!" one cried out as they all turned to get a good look at me.

"Oh my God, it really is you," the giant leader came forward looking like he just woke up and it was Christmas, "HI-I'm Chad sir, it's an honor to meet you."

I narrowed my eyes, "did you just tell me your real name?"

"We-well, yeah, I mean-"

"-Shut it," I hissed jumping off the wall and landing before them. They all gasped in awe my landing, but I ignored them, instead I focused on Chad, "never tell anyone you're real name. That is why you wear a mask in the first place."

"Yes sir," he nodded quickly.

"And don't call me sir," I spat looking at them, "I saw what you did...impressive."

"Alright!" they cheered.

"Which is why I'm giving you all one chance, drop the vigilante shit and go home," I warned them, "this isn't the world you want to see yourself in, trust me."

"W-what do you mean?! You said it yourself, we did great tonight!" Chad argued.

"If you're going to fight crime that's fine," I shot a web line onto the roof, "but don't do it in my name or wearing my symbol. I won't have your fucking deaths on my hands."

"What gives you the right?!" Chad asked sounding betrayed.

I looked at him, "simple, I'm not wearing hockey pads. Get a new name, and a new symbol," I leaped into the air and swung away leaving the gang of copy cats looking pissed and confused.

I knew I should have told them to stop fighting crime all together, but if I did that I would be nothing more than a hypocrite. They were adults, well some of them look like they are adults. They can make their own choices, I just didn't want them dying trying to act like me.

I swung around the city for a while, I found a few muggings to stop and one car chase near Harlem. But after a while it began to get late, I was about to go home when I noticed something flying through the sky, coming right at me.

I recognized him right away, I leaped onto the building roof and landed in waiting for Tony to catch up.

He slowly however before me in what looked like a brand new suit. It looked bigger and redder than all the others. I whistled, "damn Tony, nice suit."

He cut the power to his thrusters and landed before me. He stood up straight and popped open the head plate showing his face, "thanks, been working on it for a while."

"So?" I sat down on the roof ledge, "what can I help you with?"

"Nothing much, just saw you doing your thing, thought I should say hello," Tony leaned down next to me as we looked at the city.

"It's quite tonight," I told him.

"I doubt this city is ever quite."

"No, it is," I nodded, "once you see the city at it' loudest, nights like this seem like nothing," I turned to him, I could smell fear rolling off him, but not the kind you feel when being attacked, it was more subtle, like a memory of something, it took me a few moments, but I figured it out, "how have you been holding up?"

"What do you mean?" he asked.

"I know PTSD when I see it Tony, you can lie to Pepper and everyone else all you want, but not to me," I pushed the attitude a little, cocky, I know, but I need him to address his issues.

"I...I'm getting better," Tony admitted, "I'm tinkering with a lot of new ideas, it helps me think."

"Good," I nodded, "if you ever need to talk, I'm here."

"Aren't I supposed the mature adult?"

I laughed, "yeah, sure."

"So, how's your summer been?" Tony asked.

"No bad. Fought an alien army, so that's pretty cool. Oh, I also got my dad's old car. It's a piece of junk, but I managed to make something off it."

Tony nodded, "nice. My dad never used to give me anything, it's rare fatherly love."

"You never used to get gifts?" I raised an eyebrow.

"Birthday or otherwise," Tony shrugged, "he always said I needed to earn them, not just received them."

"Sounds like a complicated man," I whispered.

"He's kind of a dick."

"I think mine was worse," I chuckled.

"How so?"

"He…." I looked at Tony, I knew a lot of things about this man, but one thing I knew for sure was that he was loyal to a fault. He wouldn't betray those he cared about and I would like to think I was one of them. So I sighed and spoke, "my powers came to be because he experimented on me as a baby."

Tony's eyes narrowed dangerously, "what?"

"He was a genius, his work revolves around the super soldier serum Cap was experimented on. I don't know the details, but he experimented on my blood, making it...more. I don't know what he did to me, but I do know I'm this way because of him."

"Fuck," Tony spat out looking enraged, he looked at me and slowly rage gave way to pity, "Peter I'm sorry that...that this happened to you."

I shrugged, "neah, don't worry about it. It's because of him I ended up a superhero. Figured he did something good."

"He experimented on his own child-"

"-I'm assuming," I cut in, "I….I don't know for sure."

Tony looked at me before sighing, "well...then find out."

I looked at him, "I..." I sighed and nodded, "yeah, I think I should." I owe Peter that much. He would want to know the truth. I opened my helmet revealing my face to Tony, "could you help me out?"

Tony raised an eyebrow, "what do you need?"

"I did research a little about him in the Baxter building with Sue Storm, but we haven't managed to figure what he did after college. He graduated, got a doctorate, but other than that, nothing. Absolutely nothing. No record of him anywhere. I was thinking maybe if you had the time-"

"Hack into SHIELD and use their resource to find out about your dad without alerting Fury or anyone else? Sure," Tony grinned.

I thanked Tony and wished him a goodnight. The next day I woke up bright and early and drove downtown with Ben in the DeLorean. We arrived at a field of storage containers, each with a number painted onto the sheds in bright orange.

I parked the car and we walked into the field. I looked around, not many cameras in here, just a few around the corners.

"So which one was it?" I asked Ben.

"342," Ben pointed down the rows of containers, "right there."

We stopped in front of storage number 342, it looked like the average container, big metal lock, rusted shutters. Ben kneeled down and quickly unlocked it, lifting the shutters open revealing what I can only describe as a mess.

It looked like a hoarder's wet dream. So many pieces of junk gathered in one place. There were clothes, male and female, computer parts, vials of experiments, mountains upon mountains of papers, pictures, furniture and what looked like a kid's cot.

"After they died I had their stuff moved into his storage space," Ben told me as he walked up to the small cot, "this was yours, when you were just a kid."

I nodded as I looked around, the books were all extremely advanced, something Reed would read for a bit of light reading. Mostly genetics, but a little of quantum physics was mixed in there as well.

I looked to the computers. They were all broken into pieces, but I found their hard drives intact and I think I could probably still use these.

I put them away and then began looking through the various books and papers lying about. Ben just left me too it, walking outside to take a call. I worked through all the documents until I found the ones that dated around the time Richard's started college.

I gathered them all up, even a few books that I thought would be useful and walked outside. I found Ben looking at a photo album, peering over his shoulder I spotted a tiny Peter Parker being held by his parents.

"They didn't want to go," Ben admitted looking teary eyed, "they hated the idea of leaving. Mary was sure something bad was going to happen. Richard didn't believe her but….I guess she was right."

I looked at the picture, the man didn't look like a mad scientist out to create a monster. He looked like a loving husband and a caring father. He wasn't the man who made monsters. And I had to prove his innocence.

"I'm done uncle Ben, we can go," I told him.

"Right," Ben shut the album and handed it to me, "we can show this to your aunt, she would love to see it."

I nodded in agreement. Ben locked he shutter door behind us and I drove us back home. Once there I locked myself inside my basement lab and began working on hooking up Richard's hard drive into my computer.

After fighting about for a while, the hard drive was an older model, I managed to get the thing to fit, booting it up.

I leaned back and watched as my computer transfer the files over, scanning everything and putting them into my drive.

When it was done I began searching through the files, looking for Richard's research papers. I found a lot of college essays, a few email chains and deep inside the folders I found some porn. Terrible nineties porn. But hey, at least now I can say for sure that Peter's love of redheads came from his dad.

But finally I found something. I locked folder hidden deep within the files. I tried opening it up, but I found that it needed a security code, 10 letters, and not one more. I had one try to get it right.

I put in everything I could, my name, my mother's maiden name, birthday's, even tried the old German scientist that gave Cap his serum. Then when looking through the old books he had I found Richard had a love of Charles Dickens, I tried shortening the name and putting it in, but again, nothing.

I was frustrated, he would need to put the password down, right? This was possibly his life's work, he wouldn't risk not having access to it. I myself had a safety feature on my computer in the Baxter building that allowed Johnny or Sue to use the terminal if I'm not around to grant them access.

So...I turned to the stack of books and notes I took from the storage space. He started his genetic theories in college, meaning he created this file during the time. The passcode could be in here somewhere.

I picked up the books and scrolled through them, trying to find any particular word underlined. Finding nothing more than scribbles from a college student cramming for last minute, I tossed his college books aside and turned to his notes.

I found his handwriting unreadable, guess that's genetic too huh? He did take very detailed notes, formulas upon formulas. I wasn't much of a bio guy, focusing more on machines with a hint of chemistry, but I did understand what he was trying to make.

It was the basic chain of testosterone, and he had altered it in such a way that this new strain will allow the user to bulk up up to three times their muscle mass almost instantly. And it was based on a genetic code he obtained from spiders. Guess even back then the Parker family had a thing for spiders.

I had seen such an application before, Venom, not the evil version of Spider-man, no, I mean the green thing Bane used to beat down Batman.

This was the basic strain that Richard played with, but, it seemed he based his entire paper around this chain. He did eventually give up on it, but….nobody forgot their first theory, I know I still held love for the SA, I even used it as my password, we'll part of it.

He had a nickname for it, 'STR-SPIDER', perfect. I kept the notes besides me as I put in the password. And just like that, it was unlocked.

There were dozens of folders on it, I began the slow process of looking through them all. I found the oldest one dated to just after he left college. I opened it and found various video files. Clicking one I leaned back and watched the video play.

It came on to show a lab with test tubes and other scientific instruments on a table and a chair before them. A young man with brown hair came into frame, it was Richard Parker, my dad.

"Recording of day 1," I spoke with a voice eerily familiar to my own, "I joined a private research la today, I'm not permitted to list its name, the risk of discovery is too high and these people take security very importantly. I was introduced to everyone and was given my own lab to work in. I'm not sure when I can record next, hopefully it will be soon."

The next recording was a month after that. I opened it up;

"It's been a month since I last recorded. I found out what I have to do and...I'm honestly ecstatic," he grinned, "the chance of a lifetime, to recreate what Dr. Abraham Erskine made so many years ago! I started working on what little super soldier serum data that is available, mostly just written down notes though. I found that the spider serum which I devised isn't what Erskine had in mind, sadly I had to scrap that train of thought."

The next video was made the very next day. This time Richard looked red in the face as he wiped his drenched hair with a towel;

"So I meet my partner today," he smiled like a fool, "Mary Fitzpatrick, specializes in genetic splicing, damn that woman's amazing. I swear she's my soulmate, red hair, perfect smile, and that ass! Oh God that ass!" I rolled my eyes, yup, he's Peter's dad alright, "I'm not sure how she feels about me but...oh I'm excited!"

The next video was a year later;

"Mary found something interesting," Richard looked serious, "a manifest down in the archives that many looked over. An author's name wasn't listed, it was about how one could alter the body's cells to accept modifications done to it. Brilliant book, most people here have been using it as a guide for a long time. But Mary had a different theory, that it was more than just a guide. That-"

"Parker? Are you in there?" a woman's voice brought Richard short.

"Here Mary," he immediately shut off the camera.

The next video was made a month after that;

"We have been working on a new formula, one based on the book Mary found," Richard looked exhausted, but he still smiled, "like I was saying, we believe the book was written by none other than Dr. Abraham Erskine himself. We noticed the way he wrote was extremely similar, meaning that this book could have the answers we were looking for," he chuckled, "oh, and on a side note, I finally got Mary to go on a date with me. So that's nice."

The next was nearly a year later, and this time Mary was in the frame with Richard as well;

"Things aren't looking good," Richard looked more tired than I have ever seen him, "we were able to crack half the code of the super soldier formula. We brought it to Herbert and...I should have listened to you Mary," he sighed, Mary wrapped a hand around his and squeezed.

"We made a terrible mistake," Mary continued, "these people weren't who they said they were. People are disappearing, our colleges, anyone who is involved with this project. We are leaving the first thing tomorrow. I have contacted the government and asked for assistance. I don't know what's going to happen now."

And the next recording was three years later. The frame was not inside a well furnished living room that struck a sword in my head. I remembered that place, it was...it was my house. Richard and Mary came into view, looking much older. And in Mary's arms was a little baby boy with brown hair and a red pacifier.

My eyes widened as I touched the screen, that was….Peter...woah. Richard and Mary sat down on the south before the camera, little Peter was jumping up and down in Mary's arms, the woman could barely hold him down as she smiled and waved him gently.

Richard smiled at his family before turning to the sighing, "I prayed I would never have to use this camera again…..they found us. I don't know how, but they did. People have been following Mary and I all week. They want the formula, I just know it. We perfected it half a year ago, but now...it can't ever get into their hands. We have to make sure they can never get their hands on it."

Mary passed the baby into Richard's hands and turned to the camera, "we are putting the videos into Richard's old computer along with enough evidence to target the man we believe is behind all of this. We pray this gets into the right hands, and that we don't cause a war that could possibly end the human race as we know it."

And the video ended. It was the last one. I cursed and quickly began to look through all the files they had kept with these things. There were documents of land ownership, bank statements, photos of a shady looking lab and even a handful of pictures of a guy with black hair and a thick beard.

All of them were pertaining to one man, Herbert Wyndham. A simple Google search told me a lot about him. Geneticist, of course he was, father was German and mother was Italian. He came to America for college and worked for, you guessed it, a mysterious private lab.

He eventually did leave the country, setting up base in Italy. He gave a couple of guest lectures from time to time, and from what I read he charged a lot for that privilege, guess that's how he keeps the water running.

He looked old, older than uncle Ben, he didn't have an address listed, but he did have a scheduled appearance in a week's time in a college for a lecture about genetic enhancements being the future of humankind.

I tapped my chin, this was a mystery, and I loved mysteries. Well, not really, but when it was this juicy, I couldn't resist. I needed to find out what this man knew, I could interrogate him as Spider-Man, but...if Peter Parker was seen traveling to Italy and then some guy interrogates Leister, well you don't need to be a genius to figure that out.

I needed to sneak into Italy, I need...well, I need a private jet. I looked at the clock it was nearing midnight, perfect.

I picked up my phone and dialed in Tony's number. He picked up within seconds, "Heya Spider. What can I do you for?"

"Can I ask you a favor?" I asked him with a smile.

A week later:

Felicia and Ben were with my at Stark's private air strip. Yeah, that guy has his own landing strip. Frankly I'm not even surprised anymore.

"Are you sure you have to do this Peter?" Ben asked looking sad, "I thought you were happy at the Baxter building?" I told him and May I was going with Tony to visit the Stark factory in Italy, get a feel of the tech they make there, which of course was a lie.

"I am uncle Ben, I'm honestly just curious as to what Mr. Stark makes," I shrugged, "relax, I'll be fine. I'm with freaking Ironman aren't I?"

"And that's what I'm worried about," Ben grumbled, "trouble follows that man like a magnet-"

"-And I'm sure Peter will duck and hide when it gets dangerous, won't you honey?" Felicia winked.

"Yes sweetie, I promise," I smiled.

"I still don't understand how you got to meet the Tony Stark," Ben said looking over at Tony who was waiting for me by his private jet stairs.

"I told you, he's a friend of Sue's, I asked her for a favor," I shrugged, "relax uncle Ben, I promise I'll be fine."

Ben sighed, "alright, if you're sure." He gave me a hug, "just stay safe, okay slugger?"

I stepped back and nodded, "promise."

"Good, now, I'll leave you two alone," Ben winked at me and walked away and into his car.

I turned to Felicia, "I think May's convinced him to get a wedding place fixed."

Felicia shrugged, "yeah, I figured," she looked at me with narrowed eyes, "what's this about Tiger? And don't give me that bullshit about it being a factory visit, I ain't that stupid."

I smirked, "I wasn't going to lie to you Kitten," I sighed, "it's...it's personal."

"I'm your fucking girlfriend, I handle personal," she hissed.

"I know," I nodded, "I promise, when I get back I'll tell you everything. But I need to do this first, and I need to do it alone," I meet her stare and eventually she backed down with a sigh.

"Fine, but I swear to God, next time you're taking me with you," she hissed, "and you're buying me shoes from Italy, got that? And not the cheap ones, I mean really expensive black ones."

I smirked, "promise," I wrapped my arms around her hips and pulled her in for a kiss. She hummed into our mouths and slowly pulled away, "I'll be home soon."

"Go get 'em Tiger," Felicia smiled. I chuckled, she has no idea how much she sounds like MJ right now.

I see her get into Ben's car and the two of them drive away. I quickly walk into Tony's jet and sat down next to him.

"Questions?" he asked sipping from a glass of whiskey.

"Nothing I couldn't handle," I shrugged as slowly the plane's doors shut and they began to get ready to take off, "just wanted to know why I was going."

"You know you never did tell me why you wanted this," Tony lifted an eyebrow.

"You're right, I didn't," I shrugged, remaining silent to the unasked question.

"You know, I could turn this plane around," he threatened, "all I would have to do is tell the pilot and we won't budge an inch. You'll just have to find another way there, maybe Thor can give you a lift or maybe-"

"My dad and mom worked on the super soldier serum," I cut in, there was no point in not telling him. He would be so annoying for the rest of the trip if I didn't.

"I'm sorry? Aren't they a little...young?"

"Not the original one, I mean they worked on recreating the serum, and," I sighed, "I think they succeeded."

Tony looked at my arms, "is that what he put into you?"

I nodded, "a version of it, I think. But something was wrong, the people they worked for weren't good people. My parents were afraid of them, so they went into hiding, and they died."

Tony looked at his drink and swirled the amber liquid around, "and this includes our trip to Italy how?"

"The head researcher, Herbert Wyndham, they thought he was after them. He's in Italy."

"Well then, let's go find him," Tony smiled.

"No."

"No?"

"No, this is personal, Tony Stark can't be seen with Wyndham, he's too important to spook away. I'll do it, myself."

"In red and black?"

"No, I think a ski mask will work just as well. No one needs to know I'm there."

"So you needed my jet to make sure there's no record of you entering the country, right?" Tony asked. I nodded, he smiled, "always wanted to be a international human trafficker."

We arrived in Italy in ten hours. Tony managed to sneak me out through airport security and we ended up driving to the university that Windham was scheduled to lecture at.

The streets of Rome were amazing, so beautiful and full of life. There were people everywhere, street artists, musicians and of course, cute girls in short skirts. Sigh, nice.

Tony dropped me off before deciding to actually do something useful and check out his factory in Italy. I told him I would call if I needed help.

I walked into the campus and cautiously looked around, people there were older, much older than me, but thanks to my height I don't think people would think I didn't belong.

I managed to sneak into the lecture hall where Windham was to give his speech, and just as I sat down near the back, away from the students, he walked in.

His speech was in Italian, obviously. I had difficulty following it, but I did, good thing I actually picked up some Italian huh?

His lecture was ingenious to say the least. Honestly, this guy could give Sue a run for her money, but then again he is like sixty years older than her. I would like the guy too, if I didn't think he had something to do with Peter's parent's death.

At the end he excused himself and walked out. I followed him as he spoke to the principal of the college and a couple of students. The man shook hands, gave a few career advices and then collected his pay cheque and left.

I followed him closely as he walked out of the college, I did what I was trained to do by SHIELD, be an agent. Nat thought my stealth skills needed work, she kept picking me out of a crowd, but she was an international spy, Wyndham was just an old man.

He got into a car and took off into the streets, I threw a spider shaped tracker onto the bonnet of his car and watched him drive away.

That night I followed the tracker to his house. I was dressed in a black ski mask and clothes with some of Felicia's burglary tools. I asked her for them, she didn't even ask why. God I love that woman.

He had alarms, silent dangerous ones, the best money can buy. I connected my SA to his phone lines, accessing his wifi, and through that I managed to hack into his security system and shut it all down. Yeah, I'm so getting better at this.

Using one of Felicia's laser glass cutters I managed to sneak inside without a sound. I crawled along the ceiling and towards the living room which still had its lights on. I slowly pushed the door open just a crack to peep inside.

The study was old fashioned, shelves of books lining the walls and two chairs next to an open fire place. Wyndham was sitting in one looking at the flames as he sipped his glass of wine. I looked around, he had a computer on his desk near the back.

I creeped into the study and wall crawled my way onto the other side of the room. I made sure not to make a single sound as I slowly crawled down the wall and approached the computer. I took out a copy drive that could scan and copy all the files in the computer and inserted it into the computer.

"So, are you just going to leave without saying goodbye?" Wyndham suddenly asked.

I immediately tucked underneath his desk and stayed still. How did he know?! I was like fucking on the walls! I sniffed the air, no fear, just curiosity came from the man. And slight confusion. He wasn't sure. I kept quiet, hopefully he thought he was just losing his mind.

The old man didn't say a thing, I heard him get up from his seat and walk towards the door, "I know you are here my dear, you can come out."

I popped my head out and saw him leave, did he think I was someone else? Most likely. I turned to the drive and found it glowing green, it had done its work. I snatched it up and put it away safely. I got ready to leave when I heard something move, something big.

"I can't keep living like this!" a woman's cry came out. I was curious. I sneaked to the door and slowly opened it giving me a clear line of sight to the kitchen.

"You must, you know the dangerous people who are after you, interpole, SHIELD," Wyndham spat out the last name. I moved in closer and suddenly a young woman with black hair and a tall busty figure walked into my frame of sight.

"I don't care, they don't even know I'm alive!"

"And if they do they will kill you!" Wyndham yelled out, "and then what will you be?!"

"I'll be free!" the woman's accent was clearly American, what was she doing in Italy?

"Your father didn't want this for you," Wyndham said gently, "he asked me to keep you safe and that's what I'm going to do."

"Keeping me locked up isn't keeping me safe!"

"I know, I know...just give me some time, soon you'll be safe, and then you can do whatever you wish."

"And until then?"

"Until then, you have studying to do young lady," Wyndham smiled, "have you finished the assignment I set out for you?"

"Yeah, I-" she paused and sniffed the air. She looked around curiously before slowly landing her eyes on me. Fuck. "What the hell?!"

She leaped at me, clearing 20 feet in a single bound as she tackled me through the door and pinned me down on the ground. I kicked her off, tossing her through the air. She landed on the wall and was stuck there.

I paused looking at her, she could stick onto walls?!

"Who the hell are you?" she hissed.

I jumped onto my feet, "I'm Pikachu," I need to get out of here, to many unknown variables. I ran to the door, but she jumped into my way. I ducked under a kick and dodged her follow up.

I jumped back and engaged in hand to hand combat, she was trained, every strike looked like it was going for the kill, but her execution was shit, Nat would be appealed. I grabbed her arm and threw her over my shoulder.

She landed easily but before she could attack my first met her guy, making her buckle over in pain.

"Sorry beautiful, I have a date and I can't miss it," I jumped towards the window and crashed through it, running out into Wyndham's garden, I saw trees up ahead, I could lose them in there.

"Get back here!" the woman cried out as she leaped out and chased after me. I cursed seeing her catching up, I was running around 20 miles an hour, how the hell is she matching my speed?!

"Can't you just let me go? I swear all I wanted to do was ask you out!" I threw a joke in while thinking about her. She had my powers, agility and endurance. Clone? No, to different, no brown hair. Anyone who knew anything about genes knew that if you wanted to get the same results you needed to use the same genetic sequence, meaning she isn't my clone.

I reached the forest and leaped onto the trees, jumping from branch to branch.

"Oh no you don't!" she yelled as she leaped up and followed me. Damn, what is this girl?! I leaped onto a branch when suddenly a flash of green energy cam flying through the dark night, destroying the branch, sending me flying down into the ground without any support.

Lucky I landed in a squat, I was about to take off again when she launched herself at me, shoving me into the ground, pinning my arms down.

"You aren't going anywhere asshole!" she grinned victoriously. I tried pushing her back but was surprised by her strength, she wasn't normal.

I looked up at her, green eyes similar to that energy beam she shoot of. Energy beam...no, electricity, bio-electric energy, exactly like….oh fuck me.

Mature theme ahead. Also last time I am putting this here. So if you don't like mature things like this that you should probably stop reading.

"Jessica?" I asked in utter shock.

She looked at me in surprise, "how did you know my name?"

"I-I," I looked at her and slowly the world began to die away, I felt something pull inside of me. I felt my body heat up, reacting to her. I smelt maple syrup slowly roll off her body, I could smell her lust.

"W-what's happening," she hissed as slowly she let up on her grip around my arm. I could see her eyes clouding in lust.

"I-I don't," I felt myself get hard, it was involuntary. I reached up to her face and cupped it, I growled feeling an overwhelming sense of lust take me over. And from the way she looked at me, I knew she felt the same.

She kissed me, if ever anyone asked me, I would always swear to that. She kissed me. Her hands went under my shirt as her tongue tried to clean my mouth. She humped my groin as my hands automatically went to her ample behind.

I gave it a spank, she moaned. I tried pulling back, but I could feel lust rolling out from me, so much I felt like I was drowning. My breathing got harder, I smelt her scent, it was...intoxicating.

I rolled her around, getting on top of her. Her hands reached for my pants, I could feel myself grow in excitement, it was just like….oh my God, Felicia!

I felt a rush of pure shame and rage come rising up. I pulled myself out of the lust induced craze I found myself in. I broke the kiss, she looked at me surprised ad in a husky lust filled voice like that of a lover she asked, "what's wrong?"

"I have a girlfriend, sorry," I sent a small amount of bioelectricity through my arms and into her rain soaked clothes.

She jerked in shock and I leaned away, quickly running away as fast as I could. I turned around and saw her getting back on her feet, looking confused, guess she was finally snapping out of it as well.

She didn't follow me, I ended up on a highway and called Tony to get someone to pick me up. As I waited for his car I went through what just happened.

She was like a drug, I couldn't even be in her presence without an overwhelming desire to rip her clothes off and mount her like a dog. It was...primal. And the only thing I could think off that could do something like that were pheromones.

Jessica Drew, I was sure it was her. She had the powers and the skills to match. But why did I react to her like that? The original Peter Parker never had a problem with Jessica and….oh shit. I'm not the same Peter Parker am I?

I have Jessica's powers too, or at least a portion of it. I can't manipulate pheromones like she could, but I can detect them. So that means….it's like Cindy Moon all over again.

Cindy Moon was bitten by the same spider that bit Peter. Whenever she and Peter meet they couldn't keep their hands off each other. It was a serious problem. Could the same thing be happening with me and Jessica? Since I have similar powers to hers and they both involve pheromone?

It was possible. But why was she there with Wyndham? Wyndham….how do I know that name? I'm now wondering if this man had a bigger role to play in all off this. Jessica was controlled by Hydra before she became a hero, meaning Wyndham is HYDRA, meaning Peter's parents….used to work for HYDRA….FUCK!

Chapter Text

Chapter Text

"So not only did you find out your father rediscovered the super soldier serum, you yourself found out the formula by combining the files of an Italy geneticist, who is supposedly working for HYDRA, and your dad's old folder, and then proceed to give that sensitive information to said HYDRA agent?"

I looked at him and nodded, "pretty much, yeah." We were in Fury's jet flying through the air.

Fury rubbed his eye, "You're going to give me a heart attack kid."

I shrugged, "maybe, but all's not lost," I opened my SA and displayed a map with a red blip on it, "I'm tracking Wyndham now, we just have to follow him back to wherever he's hiding, I can find my aunt and uncle, you can get that drive back."

Fury looked at the man, "he's going upstate. Somewhere...oh fuck."

"What? What's wrong?"

"That's an ex-CIA blacksite named Treadstone," Fury cursed, "how does he have access to that?"

"A CIA blacksite?" Cap asked, "that's illegal Fury, the CIA-"

"-Isn't our problem, not right now," Fury looked at me, "you are."

I nodded, "yeah, and if you want you can spank me later. But right now, we have a blacksite to break into."

"You can't, at least not this one," Fury glared at it with hate, "it's designed to be unbreakable. Only one man has even gotten in and he's…."

"Dead?" Cap asked.

"No, not by any stretch," Fury's eye landed on me and then on Felicia, lingering on her for a while before he sighed, "damn it, no choice," he pressed his communicator, "Hill, we need him….yes, the personal we discussed….I know, I just hope you're wrong. Pilot, turn this ship around, we have unfinished work to do."

"Who are you bringing in?" I asked, the plane did a sharp turn, we were now going North.

Fury looked at me, "the greatest thief in the world. The only one who has ever successfully sneaked into Treadstone underground base and come out with a list of CIA special agents. We put him in prison for life for that, too dangerous but….I guess this is a special circumstances."

I shrugged, "cool...mind if I call in some help as well?"

Fury raised an eyebrow, "who did you have in mind?"

"Oh you'll like him, he's bald too!" I chuckled as I dialed Jean's personal number, she picked up quickly, "hey Marvel Girl, I need a favour from the X-Men."

An hour later:

We watched as the X-men's plane landed next to the SHIELD jet, we were a few good miles away from the entrance to Treadstone, this way Wyndham wouldn't detect us even if he knew we were following him.

The blackbird's cargo hold opened up and the X-men walked out. Logan and Storm were in the same uniform I saw from before, with Jean and Storm walking right next to them.

Jean's costume had gotten an upgrade. She wore a black armoured one piece with a red 'X' in the middle of her chest and a green jacket. The jacket's sides were yellow with the name Marvel written over her right chest. He face wasn't hidden, displayed proudly for all to see.

Cyclops now wore his signature yellow visor and skin tight blue armour suit. His uniform covered his arms and legs, he had yellow boots and gauntlets with a large yellow 'X' on his chest like a vest.

"Spider!" Jean cried out as she jumped into my arms, hugging me tightly, "I so missed you!"

Scott growled, "you know this guy?"

"What? Oh, right," she looked nervous, "he ah-he-"

"He saved her from Magneto," Storm supplied giggling at Jean's attempt to lie, "they are old friends."

I chuckled, "yeah, by the way, cool costumes you guys, totally digging the skin tight spandex."

"It's not spandex, it's a polymer blend ten times stronger than kevlar, able to stop bullets among...other things," Xavier rolled down the ramp stopping before me and smiling, "it's good to see you again Spider-man."

"You too professor," I shook his hand before stepping aside, "Professor, this is Nick fury, director of SHIELD. Fury, this is-"

"-I know who he is," the man cut in as he glared at Xavier, "when you said you were bringing in backup I didn't think you meant him."

"Is it because I'm a mutant, director Fury?" Xavier asked with a tilt of his head.

"No, it's because you're a man with the ability to brainwash people," Fury shot back.

Xavier smiled, "I see Spider-man's paranoia has rubbed off." Fury gave me a look, I said nothing but shrugged.

"Jimmy?" Cap called out suddenly as all eyes turned to him and Logan.

Logan sniffed Steve, "you ah...you know me bub?"

Steve chuckled, "ah, yes, you could say that. Are you...are you related to James Howlett? Is he your grandfather or-"

"-No," Wolverine cut in, "I'm James Howlett...I think."

"You think?"

"I ah, I lost my memories, didn't even know my own name until the kid here helped me out," he pointed a thumb at me.

"B-but how? How are you even alive?"

I shrugged, "he's a mutant."

Steve nodded to me and then turned to Logan, "it's been so long James I...you really don't remember me? Any of it?"

"Sorry, can't say I do," Logan growled out, "but...if you have time..."

Cap nodded, "just say when, I don't really have anyone to talk to about this, guess people like us aren't very common."

Logan nodded, "you can say that again."

Fury and Xavier went off into one corner to talk while Logan, Storm and Steve were talking to each other. Steve mainly spoke about what he knew about Logan's past, which admittedly wasn't much, even back then he was a private man. But Logan and Storm listened aptly.

"So, what's all this then?" Johnny asked as he walked out of the SHIELD jet, his eyes immediately were drawn to the red head, his jaw dropped, "woah. Who are you?"

"Who are you?" Scott growled getting between Johnny and Jean.

"Have you been living under a rock? I'm Johnny Storm!"

Scott crossed his arms, "and?"

"Hello? Fantastic Four? The Human torch? Ringing any bells here?" Johnny asked.

"No," was Scott's short reply.

Jean giggled, I sighed, "so predictable."

"Maybe," Jean shrugged, "where's Felicia?"

"When we're in costume call her by title, Black Cat," I told her, "she's in the jet, looking over the plans for the place we are trying to break into, it's always been her goal to break into a place like that, guess she's just trying her own thing."

Jean nodded as she I walked into the jet. We passed by an unconscious and tied up Jessica Drew, I felt my arousal increase as we pass by her.

Jean looked at her, "who's she?"

"It's ah...it's complicated," I sighed. We reached the main deck where Cat looked over a detailed holo map of the entire structure.

"Cat!" Jean cried out.

Felicia took her eyes away from the map and widened them in surprise, "Jean? When you did you get here?"

"Just now!" she hugged Felicia before suddenly kissing her on the lips, "I missed you both."

Felicia coughed into her hands, "I see you're still...active."

"Oh give it a rest, as if you wouldn't have done the same," I rolled my eyes.

"Speaking off," Jean turned to me and touched my mask groaning, "how do I take this off?"

I chuckled, "sorry Birdie, but I don't really think me kissing another girl while-"

"-Oh shut up you noble bastard," Felicia flicked the button on the side of my helmet raising the mouthpiece.

"Hey-"my protest was muffled my Jean's lips around my own as she kissed me deeply. Her tongue pushed into my mouth as I slowly gave in and fought back, easily winning as I pushed her tongue back into her mouth.

We broke the kiss, she smiled, "what do you two say to a night out after this?"

Felicia rolled her eyes, "never change Jean."

"Don't plan to," Jean smiled, "now seriously, a night out, you in?"

I shrugged putting my face plate down, "I'll have to take my car from where I left it last, but shouldn't be too much of a hassle."

"Alright! That settles it, tonight we're going out!" Jean grinned.

"Shut up, so loud..." a groan from the hangar doors came out.

"Drew's awake," I sighed as I stepped next to Felicia, "can you handle her?"

Felicia nodded, "yeah, I got this." She and Jean walked up to Jessica's stirring body, with me following behind a good twenty feet back.

"Morning sleeping beauty," Felicia spoke up as Jessica sat down on the seat, her arms and legs tied up in chains.

"Where are I?" Jessica asked.

"SHIELD jet," Felicia supplied.

"No," Jessica looked horrified, "you have to get me out of here, please! You don't know what they're like! They'll kill me! Please you have to-"

"-Hey, it's okay, everything's going to be just fine," Jean cut in, her voice soothing as she placed her fingertips on Jessica's temples, her eyes flashing a shade of orange before she closed them going limp.

"What's going on?" Felicia asked.

"She's in Jessica's mind trying to calm her down," I informed her.

Suddenly Jean woke up again and with her Jessica. Jean smiled, "so, you okay now?"

Jessica nodded, "y-yeah, I guess."

"What was she freaking out about?" I asked.

"She's been lead to believe SHIELD would experiment on her and kill her to access her powers," Jean informed us.

"Woah, that's...woah," I looked at Jessica, "no wonder you thought I was the bad guy."

"Still not sure that you aren't," she hissed.

"Listen spider ling, I ain't the bad guy here, have you seen the news? I stopped an alien invasion, if we were the bad guys, would we have done that?" I asked.

Jessica stayed silent, looking at me. She spoke slowly, "I...I asked about Hunts point, about what they were doing….I can't...I can't believe that-"

"What did he say?" I cut her off.

She looked into my eyes, "that he did what needed to be done. But he said no one got hurt, no one."

"That's a lie," Fury called out as he and Xavier walked in. We all turned to him as he grabbed a SA from his jacket pocket and increased the size.

I whistled, "damn, you a fan Fury?"

"It has its uses," Fury smiled before displaying a file and showing it to Jessica, "31 children, dead. And in their DNA, I understand, is trace amounts of your blood mixed in with deadly amounts of radiation. He killed children, whether you like it to be true or not is up to you."

"He-he promised to cure me," Drew looked like her world just crashed around her, I could sympathies.

"He lied, he was using you to create an army, and now, he just might have one," I walked up to her, resisting the urges I could feel swell up inside of me. I unlocked the cuffs that kept her restrained and quickly stepped away.

Fury and the others looked at me cautiously, I waved their worries away. I turned to Jessica, "that man in there killed my parents and now has my aunt and uncle. He's a monster, he tried to use your blood to make an army for himself, killing children to do it. I'm not blaming you, no, there is only one man to blame, him. If you want, join us, and together we can stop him. No one else will get hurt because of you."

Jessica rubbed her wrists, "I-I….I'm sorry," she looked down in shame.

I sighed and looked to Felicia, "well, I tried."

"Yes, this is Fury," Fury spoke up touching his ear piece, "good, bring him into the jet, we'll plan out our attack here."

"I'll call everyone else here as well," Xavier touched his forehead and focused. I assumed he sent out a psychic message, but then again I can't really be sure.

Soon though everyone had arrived, the X-men, Johnny, who was still glaring daggers at Scott, Cap, who stood next to Logan with a relaxed demeanor, a handful of SHIELD agents and well, my team.

"So who's the special guest you're bringing along?" Logan asked.

"Him," Fury turned to see Nat walking along with a man dressed in a SHIELD operator's uniform. He had a thick white utility belt around his hip and special gloves wearing a half mask that covered his mouth.

His hair was white, he looked old with lines running down his face. His eyes however were green, and very familiar shade of green...wait a minute-

"Daddy?!" Felicia cried out.

"Say what now?!" I blinked in confusion.

The man looked at Felicia in surprise, he lowered his half face mask revealing a white mustache and a small goatee. He looked at her wonder, "Kitten?"

Felicia threw her goggles off and ran to the man. Nat stepped aside as Felicia jumped into her father's arms. We all watched as she cried, hugging him tightly, the man in question looked at her and slowly tears began to fill his eyes, "Kitten!"

"Daddy!" they held each other, I could feel the loose coming from her, I could smell the sadness and utter joy she felt. I watched, we all watched, silently, letting the father and daughter have their moment.

"K-Kitten, what are you doing here?!" he turned to Fury, "did you put her up to this?!"

"No, he did," Fury pointed at me, Felicia's father snapped at me, I gulped in fear, 'Fury you asshole!'

"I-ah, I...it's nice to meet you sir, I'm Spider-man," I went stiff. I swore I heard Jean giggling behind my back.

"And who are you?" he hissed.

"He's ah...he's my friend" Felicia stammered out in a blush, "and he didn't do anything, I came to stop-wait, what the hell am I doing?!" Felicia drew back a fist and clocked her dad across the face, hitting him square on the nose, "where the hell have you been?!"

The rest of us blinked in surprise. Damn, that was a total 180.

"Kitten I-"

"-Do you know what mom's been through?! What happened to us after you left?! Where were you?!"

"I was...I-"

"-With us, in a SHIELD prison so secure not even he could get out," Fury explained.

"Well I wouldn't say that Fury," the man adjusted his nose, grunting in pain, "we had an agreement, I was your prisoner and in exchange you let my family go."

Fury shrugged, "sure."

"I'm sorry, can someone explain what's going on here?" I asked, I really didn't like knowing shit, "I thought Kitten's-" I stopped as the silver haired man glared at me, "I mean, Cat's dad was dead?"

"He was, for all intents and purposes," Fury nodded, "his name is Walter Hardy also know as the Cat. There wasn't a safe he couldn't get into and a building he couldn't breach. He was a pain in the ass, but we finally caught him."