during a seemingly normal night in new york city hundreds of feet above the street when a youthful voice is screaming: wwwwhhhhhhhhhhaaaaaaaaaaahhhhhhhhhhhooooooooooo! hey how's it going i'm peter parker and tomorrow i start my senior year at midtown high and man is this year gonna be different, you see i have always been quite the school nerd but for the past 5 months things have been different, i have been different ever since my class went to oscorp which is owned by my friend harrys father norman, yes you heard me right even though i'm always picked on i do actually have friends like harry and gwen stacy who i met 4 years ago when the head jock flash thompson was in the middle of his ritualistic torment when gwen intervened but anyway while at oscorp a test subject escaped and bit me which means, in case you haven't figured it out yet i am spiderman! the next morning as peter is getting up for school "peter dear get up you're gonna be late" called his aunt may "alright aunt may i'm coming" he yelled as he ran down the stairs. later at midtown high as peter walks through the gate is greeted by a red haired guy who was actually nice to him meaning "hey harry wow how are you man i barely saw you all summer" harry looking a bit confused "who's fault is that?" peter egnaloging responds "oh yeah sorry har that was a lot going on. so where's gwen?" harry looking disappointed answers "still in england with her aunt but she should be back wednesday and get this she says that so much has changed you wouldn't even believe it's her" peter looking very interested but trying to hide it asks "oh did she say how…?" harry responds with almost no expression "nah man just that you'll be surprised" peter shocked hesitantly asks " i'd be surprised…..?""yeah pete she probably has the confidence now to finally tell you how she feels about you" harry always felt like peter really liked gwen and often teased him about it now harry wasn't ever as close to gwen as peter and it was clear that gwen really really liked peter but peter wasn't really sure how he felt about gwen he knew he liked her but he just wasn't sure how course almost on cue flash thompson and his cronies: liz, rand, sally ,kong, glory and hobie come over to once again make peter's life a living hell "well if it isn't the nerd herd well most of it anyway… where's the she geek?" harry not wanting trouble starts to answer " eng…." but peter interrupts abruptly "whoa wait what's it to you eugene? want to know where she is so you can shove her in a locker too? well good luck with that because you'll never get passed me!" flash both stunned at peters assertiveness and angry at the mention of his real name yells " whoa parker you're asking for it and besides if i'm gonna shove your little girlfriend in a locker you'd already be in it with her! haha!" flash always thinks he's so funny but this just made peter mad "enough i'm so sick of you!" he yelled as he took his feet out from under him and dodged 2 punches from kong and hobie but of course secret identities suck "oh great looking to good" he said to himself as he was attacked by flash,rand,kong and hobie all at once. meanwhile a large man cloaked in shadow is talking on skype to a thin old man who appears to be a gangster, a mobster in blue with a big flat plated head, a guy in a trenchcoat and wooden face mask, and a pale blue crime boss in a suit about their next moved and bringing in a scientist to help "norman has agreed to get mr. smieth to help us with our problem, after all who could say no to the kingpin"

later at crime central "now smieth i want you to create an army of super mercenaries for me" smieth both shocked and horrified simply responds with "are you mad? first off i can't just create a super army before breakfast and another thing where are you going to find enough people to volunteer?" kingpin looking pissed blatantly states " do not insult me smieth i'm well aware of how lengthy the process will be, as for volunteers there are plenty of resources available to the kingpin" over back at midtown now that it was tuesday peter, not exactly sure why, couldn't wait till tomorrow, was he really that excited to see gwen? he hadn't really thought about it, and of course just then he runs into the worst enemy spider man could ever face flash thompson peter so wanted to kick his ass but after how aunt may reacted to yesterday he had to just ignore him and keep going. now at this point the kingpin has acquired the first test subject who will be outfited with a nanotech battle suit with all sorts of features to create mysterio. after school peter starts swinging around the city only to be sent hurdling out of the air by a guy in what looked like a green body suit and a fishbowl on his head "whoa easy there bubble brain you could hurt yourself with those blades" spider man joked the man shouted " i am mysterio master of technology and illusion!" "the master huh?" spidey questions as he goes to web him until the building they were standing on appears to disappear "wwwhhhoooooaaaa!" spider man yells until "no spider sense? i'm not failing? oh master of illusion duh! oh great he's gone!" then at midtown the next morning the day had come gwen was back only problem was peter couldn't find her anywhere as he frantically looked around he asked harry as he was running by " hey harry is gwen still coming in today?" harry as he was rushing away " yeah she should already be here pete" just then someone tapped him from behind for a second he didn't know who it was it was a beautiful blonde girl with a purple skirt, an orange v neck shirt and a pink and white jacket she also had a headband on, now he knew gwen always seemed to wear a headband and did have a jacket in the same shade of orange but where were her glasses and since when does she wear a skirt? after staring at her for a few seconds he realized that it was indeed gwen "gw….gwen?" he stuttered she immediately responded almost flirtingly "hi pete how was your summer?" peter just blurts out " busy very busy, you?" she starts to talk about how she always enjoys spending time with her relatives in england but then out of nowhere she says "but i would have had a lot more fun if you were there…" whoa peter thought harry was right! harry was actually right about something! now before he ends up leading gwen on he needed to figure out what gwen meant to him but as she starts to leave looking upset he grabs her and kisses her, gwen simultaneously surprised and thrilled asks "whoa!... what took you so long ….?" peter not sure of the answer just shrugs and then kisses her again as they walk into class. as they are walking through the halls flash shows up with perfect timing " hey parker who's your new friend? hey i'm flash thompson star quarterback and living legend how would you like to find out how much of a legend i am?" peter and gwen both disgusted gwen says " save the speech for the exchange students flash" flash completely surprised by who he was just talking to "huh!? geekette!? eeehhhhhh! just for that you two can spend the rest of the day stuffed in a locker!" peter just outraged that he's threatening not only him but gwen again "back off flash!" as his spider sense tells him kong is about to throw a football right at their heads he simultaneously catches the football with one hand and pushes gwen behind him with the other. needless to say gwen was shocked " peter…. how'd…... ?" as flash and kong leave peter says "what…..? i'm tired of them always pushing us around." "right but peter i seem to remember having to defend a certain 13 year old boy genius from them…" "i did a lot of training over the summer…." gwen although clearly not convince didn't fight him she didn't really care as she kissed him "ok pete let's get to class" most of the day went pretty smoothly until chemistry which was usually both gwen and his favorite subject if it wasn't for a certain green suited, purple caped guy with a fishbowl on his head coming towards the school peter says to himself "mysterio but what's here doing here oh man the illusion was projected on some kind of mist i got covered in it and probably giving off a homing becon in bright neon colors "hey mr. warren can i go to the bathroom?" "alright but hurry back" as he ran out and changed into his suit he comes face to face with mysterio "hey fish head what are you doing here finally going for that GED?" " very clever wall crawler but jokes won't save you" just then spider man is blown right back into chem lab landing right in front of gwen "wow you're that spider man!" " that's me but it's not exactly safe to be here right now." gwen feeling like she knew him " you sound familiar do i know you?" "oh great" he thought to himself just then mysterio comes charging in " now if everyone doesn't mind rrrrruuuunnnnnnnnnn! run away from the walking fish tank!" as everyone evacuates peter sees that the control center for mysterios suit is his gloves and easally webbs them into a wall smashing them to pieces with mysterio unable to attack kicks the crap out of him and rendezvous back with gwen and his other classmates "oh peter where have you been!?" " i was on my way back from the bathroom when i saw the explosion so i ran to get help" "so you missed everything….? and left me all alone with a fish bowl helmet wearing nut and spider man!?" "gwen i'm sorry i didn't mean…. you know i love you" as he kisses her and they head to aunt mays.