Hey! Second Spideypool fic. You guys like? Fave and Follow! You guys no like? Get the fuck off. I do not own any of these characters mentioned, tell that to Sony, Fox, Marvel, whateva! Enjoy! Btw, this is MY UNIVERSE IF YOU DO NOT KNOW WHAT AU MEANS. MY STORY, MY WAY.

Chapter 1: Gaining Trust

Peter Benjamin Parker was an average 17-year-old boy with messy brown hair, brown eyes, skinny frame, and big nerdy glasses. He was an excellent student all throughout his years, science his main priority. However, when Peter was 6, his parents mysteriously died, leaving him with his Aunt May and Uncle Ben. Peter had been left a strange pod of arachnids his father had been working on, so he treasured them and put them in his makeshift lab, his own bedroom. His father told him they were very special spiders, so Peter made sure that they didn't get out of the pod, mainly to keep his Aunt's heart beating, and that they lived healthy, special-spider lives. Peter made this promise to his father a vow to his uncle when he died shortly after, robbed and murdered by a criminal. He also made a promise to himself to keep his aunt safe and strong, and to do everything in his power to make sure the two had what they needed.

After all, with great power, comes great responsibility.

~.~

Wade Winston Wilson was a not so average 18-year-old boy with bright blonde hair, bright blue eyes, built frame, and a license to kill. He did alright in school, though he excelled in sports more than anything. When Wade was young, his father skipped out on him when his mother was stricken with cancer. Wade, 7 years old, made a promise to keep his mother alive in any way. He went to the doctor with her, helped her through the chemotherapy, waited on her hand and foot, anything to make her feel better. The only thing Wade's father ever left for him was a pair of katana blades with black and red handles, in case his mother ever started to croak. Wade didn't take it that way, he used the swords for good in some sorts. At 15, Wade tracked down his father and got the job done, so he wouldn't ever skip out on anyone else. From that point on, something snapped inside of Wade, and he continued to kill people he thought were bad, or didn't deserve to live. He was offered a few assignments for money and he took them. Chemo wasn't exactly cheap. When Wade's mother died that same year, he was left alone in an empty apartment, and his mind went further into insanity. When he was 17, the same cancer that had taken his mother had gotten to him, and Wade thought his life was over, until he was offered a test subject job for the Weapon X (is it Weapon X, I forget) project that would cure his cancer and give him powers. Wade turned down the offer several times until he realized the cancer was getting worse.

He didn't really have anything to live for, did he?

~.~

"H-hey! Let me go!" Peter screeched out. He was currently being dragged down the crowded hall, to his locker, where it was time for the 2:45 stuffing.

"Oh come on, nerd! It's not like you have anything better to do, unless you sit there and jack off to your dead uncle!" The bully, Flash Thompson retorted. This really got Peter riled up. He placed both of his feet on the floor and shrugged off the hoodie Flash was holding him by, freeing him of Flash's grasp. Peter wasn't very strong, but he always had witty comebacks in the place of violence.

"You should have thought about that before you were caught doing the same in the back of the classroom." Peter huffed. Okay, maybe that wasn't the wittiest comeback, but it was something. Flash stepped up the skinnier male, breathing hard.

"Don't try to save yourself now, you're totally getting screwed over, fucktard." Flash grabbed Peter by the collar, ready to knock him out with one punch. Wade had been watching while the cheerleaders flocked around him, laughing. He hated seeing the kid get the same treatment everyday, it wasn't fair. And boy, did he know about fairness. Faking a laugh, Wade turned towards one of the cheerleaders.

"Watch this, babe." Wade walked over towards the two. He knew Flash personally, they played football together since freshman year. He knew well enough that Flash was stupid enough to believe anything. Anything.

"Thompson! What do we have here?" Wade said darkly, smiling at Peter. 'He's cute. Too cute to get smacked around like this. I guess I have to help him out.' Wade thought, looking Peter up and down.

"Peter Parker. Science geek for life." Flash told Wade as if they were dealing with a rare species. Wade batted Flash on the shoulder lightly.

"I got this one." He said as if he were some major villain plotting which fallen hero would stay fallen.

"..alright." Flash handed over Peter with uncertainty. Peter on the other hand felt like a Grade A punching package. Wade grabbed Peter with incredible speed, twisting around while putting force backwards on Peter, slamming him against the locker, causing the skinny kid obvious pain.

"LISTEN UP!" Wade roared in his face. If Peter didn't have self control, he'd totally shit his pants. "Hey, I'm not really gonna do anything to you, because you deserve better than to GET SCREWED OVER BY HIM!" Wade pointed back at Flash, who grinned smugly. "I'm just gonna scream at you a bit then let you GO GET MY BOOK BAG out of the locker room or somethin'. The real question is, do you trust me enough to go through with this? If not, we're both screwed." Wade explained. It was hard for Peter to even listen with the evil tone he had spoken in. But, it was either get a book bag from a sweaty room or get pummeled. Definitely the book bag.

"I'll do it!" Peter squeaked out. Flash was in obvious confusion, but Wade turned back and grinned. "Just, please don't hurt me!" Peter wailed. He actually meant that part. He had only met Wade once before for some science project and he was a very brutal guy, even by just sitting there he intimidated everyone. Wade released him roughly and sent Peter off, pushing him in the direction of the gym.

"Hurry up, dipshit! I don't have any fuckin' time to waste on little pussies like you!" Wade turned towards Flash.

"I don't get it, why'd you-" Wade cut him off right there.

"Shut up, I've got a weapon and I don't need blockheads like you ruinin' shit for me." Wade sneered. He turned away and stalked off, cursing. "This kid is gonna take way too long."

~.~

Peter took his time alright, wondering why Wade out of all people, would help him. Maybe it was because he stopped dressing like a geek and more like he actually belonged amidst jocks and emo kids. Maybe it was because he proved the Chemistry teacher wronged and saved them from a major test they were going to bomb. Nah, it was definitely the time he hacked the school system and shut off all the cameras so Flash and his buddies could pull the fire alarm and set off the sprinklers, throwing away about a good hour and a half of calculus. He grabbed the book bag quickly and exited the testosterone-filled room and walked smack into Wade.

"You took too long." Wade said darkly, snatching the book bag. Suddenly, footsteps were heard, followed by angry shouting.

"Hey, Wilson! Some kid said you were fakin' it to save that worthless nerd!" Flash shouted, loud enough for anyone to hear. "You're fuckin' dead, bro." Suddenly, the footsteps got faster and harder as Flash broke out into a run.

"D-do you trust me?" Peter asked Wade shakily.

"What?" Wade looked down at him, Peter was visibly shaking.

"W-well, the c-cameras are still down a-and I estimate we only have about 2 minutes to get out of here before Flash shows up. Chances are more than 67% that he brought some buddies along to help." Peter rushed to get the words out.

"You really are a smart kid.." Wade muttered.

"Well? Do you trust my judgement?" Peter asked again.

"Yeah, I could always skip school." Wade smiled. "So, what's your plan?"

"We go out through the exit at the back of the locker room and that should lead us to the hall that no one goes down, which only ends to a window. Dead end, unless you can make a fifteen foot drop." Peter ran back into the locker room, Wade following.

"How do you know all of this?" Wade asked, pulling ahead of Peter.

"Just shut up and run." Peter pushed his glasses back on his face.

"WILSON! PARKER!" Flash burst open the door.

"Oh no...we're running out of time, we're gonna die, I'm only 17!" Peter ran faster.

"No we're not, trust me." Wade said. Before Peter had time to respond, Wade grabbed one of his arms quickly, the force spinning him around and stopping him completely. Wade then wrapped an arm around Peter's waist and lifted him over his shoulder in no time. After turning around a couple of benches, Wade slammed open the door and ran down the hallway, getting to the window with seconds to spare.

"We've only got about ten seconds to jump, that way he won't know where we went. Hurry, open the window!" Peter commanded.

"I don't know kid, this seems pretty insane. We could fight back, well I could." Wade said.

"Trust me, okay?! We've got seven seconds." Peter screamed the first part. Wade slid open the large window and sat on the ledge.

"I'm glad we've gained each other's trust, dude. We're gonna need it." He put Peter down beside him, and slid the window closed again just as Flash burst open the exit they used. He still couldn't see them, so Wade took a deep breath and jumped, grabbing Peter's ankle at the last second. He resisted screaming and watched as Wade's body fell in a pile of leaves, the colors fluttering up as the teen groaned in pain. In no time, he landed on Wade belly-down, rolling off with a groan.

"Yeah, glad we've gained each other's trust."