I do not own spiderman or anything related to marvel. This fanfiction is purely for the entertainment of readers and I do not aquire any monetary gain from this fanfiction.

Blaring, the ringing alarm clock had forced open the boys of the young teenager. Emerging from the covers, a skinny arm grasped the air wildy. A button was pressed on the clock causing the noise to subside, earning a sigh from the boy still hidden under the covers. Knowing that hiding did nothing to stave off time, the fatigued boy threw off the covers and sat up. A yawn escaped the teens lips, making him aware that he was still tired. He began to regret staying up late to read his book on quantam physics. 'Who on Earth created mondays' thought the boy, who was beginning to push himself out of the bed's addicting warmth.

Shimmering streams of sunlight slithered through the dusty curtains, illuminating the mess which was also know as his room. The small single bed, which the boy had finally gotten out of, was occupying the corner of the room. It had been pushed into the wall, almost as if it was not important. The oak wardrobe was found opposite the bed, its doors open to reveal a mess of shoes, books, and a meagre amount of clothing. The rest of said clothes were haphazardly littered on the beige carpet. A desk sat near the dirty window, accompanied by a swivel chair. Both of them were cluttered with notebooks and stationary. There also was an old computer, its wires coiling along the wall like an angry snake. It was quite pitiful compared to the modern Stark computers that most people had these day. On the floor, there lay a small chemistry set. It was a gift from Uncle Ben. Adjacent to the bed, a nightstand carried the boys glasses.

He promptly put them on. As the boy was stumbling towards the door, he heard the voice of his aunt call out to him.

"Peter, are you awake yet? Breakfast is ready."

"I'm awake, Aunt May. I'll be down in a few minutes" replied Peter.

Navigating to the bathroom, he locked the door behind him. Staring at himself in the mirror, he grimaced when he saw his Captain America pyjamas. His Aunt May insisted he keep it, despite it being slightly embarrassing.

Peter Parker was in no way a good looking guy, nor was he muscular. He stood at 5'8 and only weighed 98lbs. He wss often told that his feeble body was as skinny as a stick. It was true. His muscles were non-existant and you could see his ribs. His face wasn't much better. A mop of messy brown hair adorned his head. It often fell into his eyes and was generally an annoyance, but he liked it. His boring brown eyes were covered by a pair of square-rimmed black glasses. He was heavily reliant on the lenses, his eyesight had always been bad.

Grabbing his toothbrush, he squirted some toothpaste onto it. Leaning over the sink to brush his teeth, he noticed a glimpse of black scutter in the basin. Setting down his toothbrush, he gave a sympathetic smile.

"You're almost as pathetic as me, huh?" he said to the fingernail sized spider.

Turning the tap on, the spider was instantly forced down the drain.

"Down came the rain and washed the spider out" Peter whispered to himself.

After brushing his teeth, Peter exited the bathroom and returned to his bedroom.

Stripping off his pyjamas, he scoured his room for some clean clothes. After throwing his pyjamas onto the bed, he picked up his usual pair of blue jeans. Slipping them on, he also picked a pair of black socks from the wardrobe. He chose a plaid shirt off the ground, but after smelling it he recoiled in disgust.

"I really need to start doing my own laundry." he said as he picked another shirt.

This one was a black shirt with a picture of Iron Man's arc reactor. It seemed clean enough and didn't reek of teen sweat so Peter put it on. Soon his usual trainers were on his feet, and after grabbing his backpack and jacket, he left the room.

Hurrying down the stairs, he threw both items onto the black leather couch.

The living room was quite small, yet cozy. The couch leaned against a wall, with the small television set opposite it. A coffee table in the middle of the room held various magazines, newspapers, and leaflets. The walls were coated in a yellow floral wallpaper. Aunt May insisted they keep it, despite it peeling off in several areas. On another smaller table, there was a landline phone and a portrait of the three residents of the house. It displayed a young Peter Parker, smiling with his Aunt and Uncle.

The living room was connected to the kitchen, which was small and standard. White tiles paved the floor and walls. The usual appliances surrounded the dining table in the middle of the room.

As Peter walked in, the aroma of toast instantly filled his nostrils.

Ben Parker, who was currently sat at the table, looked up from his newspaper.

"Ha-hey, there he is! The man of the hour!" chuckled Uncle Ben.

"Good morning Uncle Ben, Aunt May. Still cracking jokes, Uncle Ben?" replied Peter.

"You know it, kiddo" Uncle Ben said with a wink.

Peter sat down at the table, and noticed that Uncle Ben had already finished his breakfast. A plate of crumbs sat next to his empty cup of coffee.

Uncle Ben was practically his father. He was the same height as Peter, but a lot heavier. His weight was made evident by the slight potbelly he had. Reaching his sixties, Uncle Ben had receding grey hair and warm brown eyes. He also required glasses, like Peter. Wrinkles covered his face, but age didn't cease his humour. Uncle Ben was kind, understanding and a great guy overall. He was known for his morals, always doing the right thing.

In his head, Peter recalled what Uncle Ben had taught him repeatedly. 'With great power, comes great responsibility'.

Aunt May turned to Peter with a bowl and cup in her hands. Setting them down in front of him, she smiled at Peter.

"Good morning, dear. Now, hurry up and eat. You don't want to be late for the bus again.'

Aunt May was like a mother to him. She worried for him, took care of him and tried to make everything in his life perfect. She was a short woman, shorter than both Peter and Uncle Ben. However, she was still the most dominant one in the house. It was obvious how much May loved both Peter and Ben. Despite not being the most financially stable, they were happy.

Aunt May and Uncle Ben had taken care of Peter ever since his parents left him in their care. No one knows why Ben's brother, Richard Parker had left his son so abruptly. He and his wife Mary had never been seen again. Of course, Peter was shattered. He had learnt to deal with the pain, and didn't give his parents much thought. Now they were almost forgotten. Peter had accepted that he would never see them again.

Picking up his spoon, Peter began to shovel cereal into his mouth.

"So, what's the plan for today kiddo" started Uncle Ben.

"Erm, it'll just be a usual day at school" replied Peter.

He carried on eating his cereal as Uncle Ben nodded at his answer.

"Isn't it your field trip today, Peter?" called out Aunt May.

Peter stopped chewing, she was right.

"Uh oh, you're right" said Peter, but with his mouth full of cereal, it probabaly sounded unintelligible.

"What was that?" enquired Uncle Ben, leaning forward.

Swallowing his food, Peter repeated his answer.

"You're right." he stated, "I completely forgot about that"

"Well maybe you'll remember next time, if you actually get some sleep" scolded Aunt May.

"Is it really that obvious?"

"Sure kiddo, were you up all night reading your maths books? said Uncle Ben.

"It's a quantam physics book, and no, I was only up for a few hours" Peter replied.

Peter finished his cereal, along with his glass of orange juice. Dropping them in the sink, he put on his jacket and backpack.

Opening the door, he stepped partially through before calling out.

"Goodbye Aunt May. Goodbye Uncle Ben."

"Goodbye Peter, have fun on your trip"

"See you later, kiddo!"

Closing the door, Peter made his way down the path.

He heard a vehicle approaching and saw the yellow school bus. Standing on the side of the road, he expected the bus to stop. However, It sailed right past him with the students inside jeering at him.

"Not again" he groaned.

Ever since Peter had vomited that one time in the bus, the driver had a personal vendetta against him. Most mornings he had to sprint a few blocks before he was allowed on.

Sighing, Peter took off after the bus. He wasn't a fast runner, so he was thankful the bus usually was quite slow. Reaching the side, he hammered on the doors.

"HEY! HEY! Open the doors! he shouted to no avail.

Eventually, the bus stopped. The doors opened and a sweaty Peter trudged on. Glaring at the driver, he decided it was better to keep his mouth shut. No need to escalate the situation.

Walking down the aisle, he had to endure the laughs and insults from other students.

"Hey Panzy Parker!"

"What a dork"

"Wow, that dude's a loser"

Reaching the back, he smiled when he saw a friendly face. Sitting in the vacant seat, he turned to his best and only friend, Harry Osborn.

Harry was an inch taller than Peter and quite skinny. Not as skinny as Peter, he had a little bit of muscle. His silky brown hair was styled perfectly. He was often complimented on his piercing green eyes. He was very handsome, and Peter often wondered how he ended up with such a guy. Harry was the son of Norman Osborn, the owner of Oscorp. He was extremely wealthy and this led to many people adoring him. Harry was very popular, but didn't hang out the popular kids at school. He insisted on staying with his only friend, Peter. They were complete opposites, but when they met on the first day of high school, they had clicked.

"Hey Pete, that bus driver still giving you trouble?"

"Hey man, It's nothing I can't handle"

"Are you sure? I can tell my dad. There's a good chance he'll ignore me completely, but I can try"

"Nah, it's cool. Wouldn't want to incite the wrath of stormin' Norman."

Harry chuckled. Leaning back in his chair, he looked out the window.

"So, the trip..."

"Yeah, guess we're going to your dad's place"

"Yeah... It'll be boring"

"Come on Harry, Oscorp is bringing us the future. Their tech could rival Stark"

"I honestly don't care about that, Pete"

"You should pay more attention to this sort of stuff. One day you'll be in charge"

"Argh, Don't remind me. I don't want to be in charge of a company. Dad's already trying to teach me how to be a businessman"

"That doesn't seem so bad. I'd love to have my own company."

"That's you, Pete. You love this sciency stuff."

"So what do you love? What do you wanna be?"

"Not a clue, man. I mean, I don't really need a job, do I? I'm sure I can live off my dad's money for the rest of my life."

Peter smiled at his friend's antics.

"That isn't the point, Harry. That isn't the point"

Suddenly, students began to stand up and exit the bus. Peter and Harry and joined them as they filed out. They had arrived, at Midtown high.

Midtown high was a public school with all the usual stereotypes. Jocks, nerds, hipsters, loners, preps and musicians. Peter, unfortunatly, was a nerd. This made him the target of a lot of bullying. In fact, his main tormentor, Eugene 'Flash' Thompson was storming towards him right now with his lackeys in tow.

Flash was a hulking guy of 6'2 and looked as if he was made of pure muscle. However, he was severely lacking intelligence. He devoted his life to football, uncaring of his actual education. Ever since they were young, Flash had made it his duty to make Peter's life hell. He was used to being shoved in lockers and beaten up in the bathroom. Flash was one of the popular guys at school, he flirted, he bullied and he did whatever he wanted.

Seeing them approach, Harry stood protectively in front of Peter. Due to Harry's status, they didn't dare pick on him.

"Yo Parker, Osborn."

"Flash" said Harry, in a cold tone.

"Hey, lighten up man. Why ya' still hanging with Nerdy McNerdson anyway? You should totally hang out with us"

The rest of the Flash's entourage nodded and agreed.

"No thanks. I'd rather be with my best friend than a bunch of buffoons."

Flash seemed to rage at being called a buffoon. He grabbed Harry by the front of his expensive shirt and growled.

"What'd you just call me, huh? You little bi-"

Flash was stopped abruptly as Randy Robertson pulled him back.

Randy was also one of Flash's friends, however he wasn't a mindless bully like the rest of them. He was tall, dark-skinned and unusually quiet. He didn't really join in on the bullying, but he didn't do much to stop it either.

Flash calmed down after Randy pulled him back. Not saying another word, he left with the rest of the football team following him. Randy was the last to leave, he gave Peter and Harry a look before catching up with his friends.

"What a bunch of clowns" said Harry, once they were out of sight.

"You didn't have to do that, Harry"

Harry turned to him and gave him his signature smile.

"Nonsense. I always got your back, man"

"Yeah, but-"

Peter was interrupted by Harry putting a finger to his lips.

"Don't be so stubborn, man. Just accept it"

Peter could nothing but smile, yeah, Harry was awesome.

They both made their way into the school, pushing past the lingering crowd. There was no need to stop at their lockers; there were no lessons today. Instead they headed for their homeroom, where they would be briefed before going on the trip.

Traversing the brightly lit corridors, Peter noticed Flash talking animatedly to someone. As they walked past, the beautiful face of Liz Allen stopped talking to Flash and turned to look at them. After recoiling in disgust, she returned to her conversation.

Liz Allen was the head cheerleader and another popular. She was of hispanic descent, which her caramel skin showed. Her wavy brown hair cascaded down her back. Peter wished he could say she had nice brown eyes, but then he would by lying. Being the girlfriends of Flash, she was another one of his bullies. Her eyes held nothing but malice and hate for him. She had potential to be a smart girl, yet was weighed down by her ditzy attitude. Like Flash, she cared little for education and instead focused on her cheerleading.

Entering his homeroom, both boys went straight to their usual seat at the back. The class was already half full, but without the everyone here they couldn't start. As such, they were given a little time to do what they want.

"Oh, Pete. What do you think about-" Harry started, but Peter was focused on something else, or rather, someone else.

Entering the class, the two female friends took a seat at the front of the class. One of which being the girl he desired.

Peter realised that he was staring and forced his eyes away. He didn't want to appear as a weirdo to the girl of his dreams.

"And that is why, I think white bread is better than brown bread" finished Harry.

Harry looked at Peter expecting a reply, instead he found his best friend gazing at the front of the class with his mouth slightly open. Harry followed Peter's eyes and saw who he was staring at. Clicking his fingers in front of Peter's face, he gained his attention before asking.

"Which one?"

"Huh?" a confused Peter mumbled, looking at Harry with a questioning look.

"Which one?" Harry repeated.

"I...don't know what you're on about, man"

"Well, you obviously weren't listening to my speech about bread preferences. You were staring at them" said Harry, pointing to the front.

Peter's face instantly turned red from embarrassment. He now resembled a tomato.

"I wasn't staring, I was...thinking" sputtered out Peter.

"Thinking about them?" teased Harry.

"No! I was thinking about, um"

Harry waited for whatever excuse Peter could think of with a knowing smirk on his face.

"Yeah, I was thinking about...you?" Peter said, more as a question than a statement.

"Well, I'm honoured that the great Peter Parker thinks of a lowly peasant like me, but it's kinda obvious you were staring at Mary Jane Watson and Gwen Stacy"

A panicked expression formed on Peter's face, but he quickly quelled it and tried to appear casual.

"No, I was...um-"

"It's cool. I understand, man. Damn, Mary Jane is like a model!" Harry interupted.

It was true, Mary Jane was a beautiful girl. She was 5'6 and had a body that people would kill for. Soft pink lips, an elegantly pointed nose, sharp green eyes that screamed dominance. The most notable thing about Mary Jane's appearance though was her vivid crimson hair. It hung in waves down her back, recieving a lot of wanting stares. It completed her look, and portrayed Mary Jane as a strong, independant women.

Harry began to stare longingly at her, but Peter didn't feel the same attraction to her.

He agreed that she was extremely gorgeous, but he saw her more as a family friend. You see, Mary Jane was his neighbour. She lived with her Aunt Anna, who was very close friends with Aunt May. This meant that he would often see her when she visited his house, and likewise, when he was at her house. He wouldn't go as far as to call her his friend, but they were definetely quite friendly in the few conversations they shared.

"She's so hot, man. What do you think, Pete?" Harry said in almost trance like state.

"Well yeah, she's hot. Though I wouldn't really-" Peter started, only to be interupted by Harry yet again.

"You wouldn't?" He said in a confused tone. "Oh, I see. It's Gwen, isn't it?"

It was Peter's turn to start staring now. Sure, Mary Jane was beautiful, but Gwen was perfect in every way, shape, and form.

Gwen was 5'5 and had a lean body, as a result of her going to the gym. She was slimmer than Mary Jane, but more toned. Her face resembled that of an angel, sent from heaven. She had high cheekbones, framing her small lips and cute button nose. Her eyes were cerulean, they held copious amounts of mirth and mischief. Her straight blonde hair was held in place with a black headband.

Yeah, her physical qualities were outstanding. However, Peter truly fell for her when he discovered her love for science. Despite being popular, she was incredibly intelligent. Peter and Gwen had often competed for top marks in class. It was a close competition, it could go either way. He enjoyed competing with her, she would often send mischievous smirks when she beat him and it would melt his heart.

Unfortunately, Peter knew he didn't have a chance with her. He didn't need to be a genius to know that.

Groaning, Peter set his head against the desk. Harry seemed to know exactly what he was thinking, and let out a laugh.

"Don't worry, Peter. We could be each others wingmen"

Peter gave Harry an incredulous look.

"Seriously?" Peter exclaimed, a look of uneasiness crossing his.

"Don't worry, man. I got you covered, I'll get you any lady. No one could resist the Osborn charm." Harry stated in a proud tone.

"Except for that girl that threw water on you for hitting on her at the cafe" Peter replied smugly.

"She was cooling me off... because i'm hot!" Harry fired back.

"What about when she slapped you for getting too close?"

Harry recalled the events of his and Peter's latest expedition. He shivered.

"I'm not proud of that" he mumbled.

It was only then, Peter realised that the class was full. He had been so caught up in his girl troubles, he didn't notice the other students come in.

Seeing everyone in attendance, Mr Jensen rose from his desk. He went over certain rules, such as no littering; no wandering off; no touching. The class, who had already heard the rules several timed, waited impatiently for the teacher to finish.

Finally, after a few boring minutes, he ordered them to file out of the class and into the bus. The students chattered in excitement and rushed the for the bus to get seats with their friends.

Luckily, Peter managed to find a seat with Harry. Dropping himself on the seat, he heard a familiar voice. Turning to his right, he saw Gwen Stacy sitting with Mary Jane across the aisle. Immediately, he was overwhelmed with anxiety. Looking down at his outfit, he scowled when he saw the shirt he chose to wear.

'Oh great, she'll think i'm a dork when she sees me wearing this Iron Man shirt. Damn you Stark!' he thought.

Another thing crossed his mind, he frowned.

'Then again, everyone already thinks i'm a loser'

He would of put on his jacket to cover the embarrassing shirt, but he had left it in his bag which was in the luggage area of the bus. It would of been awkward to try and retrieve it now, as the bus was already on its way.

'Oh well, not like I had a chance anyway'

It was then, he heard a feminine voice call out his name.

'Surely not. Why would she wanna talk to-'

"Hey, Peter" Gwen repeated.

He turned his head to look at her way too quickly, his expression depicting shock.

Quelling his raging nerves, he replied.

"Oh, uh, Gwen. Um, hi"

She studied him for a few seconds, before she frowned.

"You're not excited?" she enquired.

"I, uh, of course. Yeah, no. I mean, yeah. Yeah, i'm excited" he stammered.

"So, why the long face?"

"It's, um, nothing"

"Nothing?" she said with a raised eyebrow.

"Yeah"

"Are you sure?" she pressed on.

"Yeah, i'm sure"

"You don't look su-"

"Oh, get off his case, Gwen." Mary Jane interupted.

Gwen gave him one last smirk before turning back to her exasperated friend.

Peter had always wanted to talk with Gwen, but that was... worrying.

He let out a small sigh of relief and turned to his own friend. Harry's huge smile threatened to split his face.

"Get in there Peter" he whispered enthusiastically.

Peter took a deep breath, it was going to be along ride.

Underground lab, Oscorp

An annoyed voice broke the silence.

"Is it ready, Dr Stevens?"

"Almost Sir, we only have to synthesize it and then it's done"

"Excellent... Alert me when it's finished"

"Yes Sir"

The man checked his watch, he frowned.

"My disgrace of a son should be arriving soon, along with the rest of the half-wits. I shall greet them briefly"

The man strode towards the elevator and pressed the button to take him to his office.

'The Oz is almost ready. Soon, the military will be lining up to buy it. Soon, Oscorp will become bigger than Stark enterprises. Soon, I will be the greatest!"

A cold smile adorned the man's face.

'Soon'

This is my first story. If you liked it please favourite. Leave a review on any mistakes I have made or ideas that you have for the story.