Chapter 1:

Hello

You've so got to be kidding me. An entire hour over here and not a single game to show for it. I glared at my game card for a moment before sliding it back into the arcade machine. Damn these stupid Mrs. Pac Man machines. How the crap am I supposed to make this thing work? My arms reached for my backpack. I'm so going out of here. Hitching my backpack higher up my shoulder, I scooped up my pile of games and made my way for the check out. Loud chattering went on around me. A low growl escaped me as a man in front of me counted out the last twenty cents of his fee out with pennies. How cheap can you be? Someone behind me seemed to agree. The person let out a loud huff and started tapping her foot. I clenched my jaw and finally left the line, dropping my selected items on a random rack and passed by the Mrs. Pac Man machine to scowl at it. My hands still clutched the game card. The items inside my backpack jiggled. Hm. Maybe if I can just slide in there… In no time I was under the device, armed with a screwdriver I always kept in my toolbox in my backpack. If you ask me, keeping a toolbox with you is much more useful then keeping make up with you. Girls are so stupid.

"I don't think that you're supposed to turn it on like that." A voice accused. I jumped, hitting my head on the metal. Stupid freaking arcade came. Grumbling, I slide out from the machine, wiping gunk off my sweatshirt and jeans. Easier said then done.

"Damn it, you don't just sneak up on people like that you know?" I frowned, still rubbing my head. Who the crap do you think you are, just jutting in on my game fixing like that? I looked up at the source of the voice, only to have my jaw drop. Ho. Ly. CRAP!

"Um. Anybody in there?" Sari SUMDAC waved her hand in front of my face. Wow. How dumb can I be? I shook my head trying to clear my thoughts. Just treat her like anyone else! Why the crap am I being so self-conscious right now? Did I seriously just think that? I shook my head in an attempt to clear my thoughts.

"Oh! Yeah. I was just trying to get this stupid thing to start." I grumbled. Damn it I'm such an idiot. Sari let out a small laugh and offered me a hand. Gratefully I took it.

"So you come here often? I never see you around." Sari asked, idly fingering her bag of purchases. Wonder what she has in there?

"Naw. I don't really like coming here. My Mom had me come here, says I'm being anti social during the summer." Not exactly a lie. I just don't feel like hanging around with some of my school friends. Sari nodded, eyeing the stack of fames that I had put down.

"Is that yours? I could pay for them if you want." Sari offered. I blinked a little. She wants to pay for MY games why again? I flicked my finger towards her bag.

"That's okay, what you got there?" My eyes fixed on her bag. Why am I so fixed on that bag again?

"Nothing much. Just some new video games for Bumble- BUMBLEBEE!" Sari's eyes widened, and motioned for me to follow as she zoomed out the door. Isn't Bumblebee one of those Autobots? OH YEAH! Sari basically lives with them! I forgot! Excitedly, I ran to catch up with her.

Peter Parker landed to the ground with a soft thud. With a quick glance over his shoulder to the tree he had jumped from, he started his way back to his house. Who knew that those bags of meat could move that fast? The teenager rubbed his sore back tenderly. And they're getting stronger. The Tings Tings started to radiate from his phone. Peter let out a loud huff. I'm so not in the mood to talk to her.I just barely managed to foil the Ock, and make it back before Aunt May notices anything, and now she calls me? Could this day get any worse?

"Peter? Is that you? You're late! We were supposed to re-paint the kitchen together!" Aunt May's voice blared from house. The battered teen's shoulders slumped, making him wince. Obviously it can.

"Yeah! It's me! I got ran into someone on the way here! I'm coming!" Not entirely a lie. I did slam into one of those thugs slinging home. How was he even able to get to me that high? Peter couldn't ignore his phone any longer. A soft growl escaped him as he flipped open the phone.

"H- hello?" He winced at the creak in his voice. "Hello?" There was a loud laugh on the other line.

"Voice finally creaked?" The sarcastic remark made Peter roll his eyes.

"No, I already went through that. I just came back from a…" he shifted his eyes to the ground trying to think of a way to put it. "Scientific confrontation." There was silence for a while.

"Was it the eight legged freak?" Came the question. Peter nodded, forgetting that she couldn't see him.

"Yeah. My shoulder's killing me." Peter whined. I really shouldn't be. I came out with my life, I should be grateful.

"Oh. You know, you shouldn't be so brutal. You know, to them. I'm sure you beat the crap out of them." Peter could just HEAR the smirk in Grace's voice.

"SURE Grace. We need to work on your language." Peter finally reached the house to find his Aunt struggling with can of paint. Quickly he set the phone down and placed it on speaker. "Aunt May! Be careful with that!" Peter swiftly scooped up the paint and dipped his own brush in it. Aunt May really needs to take it easy.

"I'm fine! Peter, I can handle myself you know." Aunt May laughed, rolling more paint on the walls. "Is that Grace on the phone?" Aunt May spread her arms out in a long stretch, dripping paint on her nephew. He protested at the gesture. "Sorry Peter, here's a towel."

"Oh! Hey Aunt May! Didn't know I was on speaker. How's it going?" The girl's voice made the elderly woman's face curl into a smile.

"Grace dear! I haven't heard from you in a while. I'm doing fine. Peter here might tell you otherwise, but I'm fine." Aunt May laughed. Peter protested in the background rolling more paint onto the walls. The boy couldn't help but smile at his aunt. I'm just glad that she's doing better.

"That's cool. I was just about to tell Peter about stuff back her in Detroit." Grace paused for a moment. "It's just awesome." There was something in her voice that made Peter wonder.

"What is it? I know something's going on over there." Peter shouted over his shoulder. He could just see his friend's face curl into a smile.

"Nothing, really, I'll tell you about it later." Peter frowned at Grace's response. Aunt May only laughed.

"If you wanted me to leave so badly why don't you just say so?" Aunt May teased, giving Peter a quick wink. Said boy smiled at his aunt as she left the living room, her feet crinkling the plastic on the floor.

"So what is it?" Peter asked, attention still on the wall. His friend laughed into the phone.

"You'd never believe me if I told you. One second." There was a bright flash, Peter blinked against the bright blue and green splotches in his eyes.

"You could warn me you know." Peter wined, glaring at the small hologram projected over his phone. The hologram put her hands on her hip, a scowl on her face.

"I did, now shut up." There was a male voice in the background. "DON'T TOUCH THAT!" Peter had to cover his hands over his ears. I forgot how loud she could be.

"Damn it. Peter. I got to call you back. I have to do some damage control." Grace grumbled. Peter tisked at her. Maybe I should put soap in her mouth. It would be easier then trying to tell her to stop cussing. In the back of Peter's mind, he knew that he wouldn't ever get her to stop.

"Fine. Go clean out your mouth." Peter ordered, glaring at Grace. She stuck her tongue out at him.Still has the maturity of a five year old. A five year old with a dirty mouth.

"Yeah, yeah, yeah. Don't bite my head off." She rolled her eyes, before clicking her phone shut.

"What are we going to do with her?" Peter mumbled to himself.

Crap it, this isn't good. This is so not good! Loud angry curses erupted from my mouth as Bumblebee sneered at me.

"WHAT THE HELL DO YOU THINK YOU WERE DOING? YEAH, SPEEDING'S FUN, BUT YOU NEARLY RAN INTO ME! YOU HIT ONE OF MY CARS! I'M GOING TO KICK YOUR ASS!" I roared, ignoring Sari's stunned look when I started sprouting curses.

"Don't blow a gasket! I said I was sorry." Bumblebee huffed. I'm so gonna kill him. It's not like I won't get the chance, especially since he had hit one of my cars. Of coarse, he didn't get totaled. My Mustang did. My vintage 2010 one. That took me years to find. Plus he managed to give himself a flat tire in the process.

"Grace, come on. He didn't mean to, why don't we go on inside?" Sari suggested, gently taking my arm, gesturing toward my house. I sent her my death glare. She squirmed, but didn't look away. Shoot.

"Fine. Bumblebee, go in the garage, I'll fix you up later. Sari, I should have some extra clothes in my drawers, my room's over there." I lazily gestured toward the door on the porch. Speaking of porch, my eyes floated over to it. I'm glad that Mom isn't smoking or drinking or whatever she does now on it. That's not exactly what I would want Sari SUMDAC and an AUTOBOT to come home to. Well, then again, I glared up at Bumblebee, he did total my Mustang. My sweet, fast, sleek, red mustang. My eyes shifted again towards the towed and totaled sports car. A low moan escaped me. My poor baby.

"I don't think that any of your clothes with fit her." Bumblebee snickered. Oh I hate him. So much.

"Why? Cause I'm short? I don't think that you're the one to talk, you're a freaking compact car." I scoffed. He glared at me, and rolled his optics before giving the house a good look. The small rickety house looked like it was about to topple over.

"You live in that thing? How do you even FIT in it?" He snickered, transforming and rolling into the equally as small garage before I could do anything to him. Sari laughed at her friend before I disappeared into the house, telling her to wait there. I shouted experimentally a few times, earning no response. Good.

"Come on in!" I shouted, trying to pick up a bit so that she has space to even WALK on. Just glad that I didn't leave that holo projector I was working on lying on the floor. Sari walked into the house, head swiveling wildly, taking in the shabby surrounds. Okay, it's not like a live INSIDE a crack house, I've seen them, but I have yet to stay more then three minutes inside one. Yeah, the house is crappy, but it's not like water is dripping from the ceiling or anything.

"Your house is… in need of a makeover." Sari commented, sitting on my bed. I rolled my eyes at her, scrimmaging around in my drawers. Okay, where is that stupid toolbox? I need that tire gauge! The bed behind me creaked, announcing to the world that Sari had moved from it. Looking over my shoulder, I could see her fingering some of my earlier hologram prototypes. I had to suppress a small growl. She's Sari SUMDAC; she knows what she's doing. Why exactly am I freaking out over the fact that she's Sari Sumdac? I know Harry Osborne. Osborne is like their biggest competitor. Speaking of Harry, I haven't talked to him in a while. Wonder how he's doing?

"One sec Sari, I gotta call someone back." I explained, earning a nod from the techno-organic. How cool is that though? She's like a cyborg thing. Huh, now that I say it like that it sounds odd. With a punch of a button, I was dialing Peter's number as I made my way towards the garage.

Peter flopped on his bed, arm over his eyes and phone in hand. I've listened to JJ scream at me, then somehow managed to screw up Ock's plans, then helped Aunt May paint the kitchen, then did my chores and ALL homework, for the first time in a month, and called Gwen to tell her that I'm up for our date tonight. I've got nothing else to do. What is taking her so long? In the back of the teen's mind he realized that he was being impatient and that he should PROBOBLY cut Grace some slack, but he couldn't help. It regular teenager have problems, how was he supposed to be a teenager superhero? Finally, the cell started to buzz, making him jump a bit. Quickly, he flipped the phone open and pressed it against his ear.

"Hello?"

"Hey Peter! DON'T TOUCH THAT!" Grace bellowed into the phone. Peter had to pull his head away from said device. Forgot how loud she could be.

"Bad time?" He asked almost timidly. There was a loud sigh one other line.

"No. This idiot is just giving me a hard time. Why'd I call you again?" There was a bit of comfortable silence. "Oh yeah! I wanted to introduce you to the moron." Grace hissed venomously. Peter face palmed. Still a five year old.

"Sure. Whatever you say Grace." He sighed, trying to understand how they had become friends in the first place.

"You okay? Sounds like you just got your butt kicked." At least she didn't cuss.

"Kinda, you'd think that after all the times I've kicked Doc's butt he'd get the message." He hissed almost venomously. Oh God. Venom. He shook his head. I really need a vacation.

"Okay, okay, no need to bite my head off. At least you didn't have to worry about anyone being your damsel in distress this time." Peter could just HEAR the hatred that probably settling in her eyes. She has a good reason to hate him so much. Peter couldn't help but think back to the time that 'Spider-man' had saved her from said villain. That didn't exactly end well…

Flashback

"Hold on!" I yelled. Doctor Octopus is in the control room, ranting on about how he somehow has got the drop on me. I ignore him, eyes on my friend pinned to the wall. Grace was pinned to the wall by his one of his mechanical arms. Crap. Vulture has me by the shoulders. Oh come on! I'm so not in the mood for this! Annoyed, I fire web balls at his eyes hoping that for once, he wouldn't dodge my attacks. For once luck was on my side. His talon like grips slips as he claws at his face. There was a red and yellow flash beneath me. The back of my skull starts to buzz. Following instinct and letting my reflexes take over, I dodge that volley of electrical blasts from Shocker. One shock came THIS close to my head. Okay, that was WAY too close. The shot goes awry as I grasp onto Vulture's leg and swing him into the shot. Electricity flows through his body, making him cry out in agony. He goes limp in my hands. One down five to go. Shocker glares up at me, shouting obscenities. He and Electro are together and unless I can get them separated I don't have a chance of getting to Grace.Crap. I land on the ground with a slight 'oof'. My body ached as I slowly got up, vision a little blurred. Crap. How I did I manage to fall on my head? Doesn't help that Rhino is charging at me. I flip out of the way only to collide with Sandman's fist. I whimpered a bit. That didn't go as planned.He makes another punch to my chest, sending me flying though the air with a loud yell. My back collided with a pipeline. The cold metal crunched beneath my weight. Ow. That one hurt. My head weakly looked up to the three looming figures. My gloved hands grip the pipe beneath me, small amounts of water leaking from the creaks. Got to remember to thank Sandman. I jump to the top of the pipe and pull with all my might. The pipe gave away, water rushing into the room. Sandman lets out a gargled scream, soon followed by the two electrified super villains and the already unconscious Rhino. All five were swallowed by the tidal wave of water. A triumphant smirk crossed my face, hidden beneath my mask.

"Oh come one guys! You can' be THAT washed up!" I smirk. Electrically charged water starts to fill the room. Maybe that wasn't such a good idea. I flipped out of the way and onto the way. One last guy to get off my back. Rage fueling my strength, I swing up towards the control room and burst through the glass window. Ock growled at me, three of his arms launching themselves at me. My body twisted, flipped and soared through the air to avoid the arms, skull almost constantly buzzing. Just as I was about to make a bold leap towards Grace, one arm encircled me, and another one came dangerously close to my mask. A low growl escaped my friend as she struggled to kick free. My eyes widened. Don't do it! Don't do it! She did it. In Ock's anger, his head spun around to glare at her, only to have a foot connect to his face. Okay, she may not be superhuman, but that has to hurt. There was a loud crunch when her foot collided into his nose, making me wince a bit. But it didn't last long; his mechanical arms started thrashing around wildly, ripping my mask from my face. I cried out, shielding my bleeding and exposed skin from invading eyes. Again, luck seemed to be on my side. The sharp claws of Ock's came up to his face, along with his regular arms to cradle his nose, and in the process released Grace. Good. Got the damsel in distress, let's go.

"I'M NOT A FREAKING DAMSEL IN DISTRESS!" Must've said it out loud. Grace glared at me, still not seeing my face due to my hands. Back facing her, I quickly scooped up the mask, slipped it on, and opened up the battery hold on Ock's moaning form. Turns out, Grace gave him a black eye too. How is it that no matter how hard I try to land a punch on him, I can't but when she comes over here, she is able to bring him down with one blow? Ock suddenly pounced on us, rage fueling his attack. I totally jinxed myself didn't I? I quickly flipped into the air, barely missing a fatal blow to the stomach as the body of Doctor Octopus slammed into the controls. Hard. Electricity crackled around his limp body, error messages blaring on the screens. Crap. The electricity surge brought the arms to life, flailing around aimlessly due to their host's unconsciousness. That's a sight you don't see everyday. But everything has to back fire. One of the arms pressed a certain red button. Which activated a certain program. Which caused a certain secret lair to self-destruct in three minutes. Guess which one. Seriously, why do they always have to make a self-destruct button? That makes absolutely NO sense. Grace was shouting at me, screaming at me to move. With a soft sigh and a roll of the eyes, I quickly scooper her up and gave the mad scientist a glance. With another sigh, I picked him up with a net made of my specially formulated webs. Another glance proved that the five other villains were making a break for it; five villain filled pods were deployed. Dang it! With one last sigh and a large heave, I pulled the mechanically armed villain and one of my best friends out the window and dragged the two through the rumbling and creaking hallways. We cleared the building with ten seconds to spare; I handed off the Ock to the police and was about to disappear into the night sky when I felt a pressure on my arm. I quickly spun around, to see Grace staring up at me.

"Hey." She whispered. Her voice was so freaking small. I've never heard her like this. So, as much as I needed to get home and study for that big chemistry test tomorrow, I stayed.

"What's up?" I asked, trying to sound optimistic. Her small voice kinda scared me.

"I was wondering, could we go somewhere private? I need to tell you something, and I'd rather other people not hear." My eyes widened a bit at her words. Does she know? How could she? My hands were over my face. Plus she wasn't really focused on me. Was she? Nodding, I offered her a hand, which she took gingerly. Smiling a bit at her, I shot a web into the night sky, hoping that she would start screaming. Which of course she did at first. I winced at the high-pitched noise. But it stopped as soon as I landed on a gargoyle atop a skyscraper. Her eyes bugged out as she gasped for breath.

"You do know that you didn't have to scream like that right? I think you made my ears bleed." I smirked, 'tenderly' rubbing my ears. She roller her eyes at me. "Besides, what was it you wanted to talk about?"

"What I wanted to tell you was that-" She paused a bit like the words refused to form on her tongue. "I'm s- sorry." Her face twisted in disgust at the last word. My eyes widened. GRACE just apologized? "About the, you know, the hating you thing." She kicked at the dust at her feet and glaring at her already ripped and now tattered jeans. Her bright neon blue high tops shuffled. We were both silent for a while, neither of us knowing what to say. Well, this isn't- awkward. Suddenly, Grace let out a small laugh before pulling her camera from her equally as tattered backpack. "Peter is going to be so jealous! He didn't even show today!" She smirked evilly. I gave myself a face palm, blocking my view of the short tan girl who I called a friend. Why? I don't know. It wasn't until I heard music playing did I realize my mistake. My phone was blaring, the worst part? The Ting Tings were playing. Oh crap. I moved my hand from my face to see a confused Grace in front of me, a phone pressed to her ear. She stared at me for a moment, my eyes wide. "Huh, that's weird. Peter has the same ring to-" Grace froze up, realization crossing her feature. This is not going to end well. Her dark brown eyes narrowed till they were almost non-existent.

"What's the matter? I was borrowing his phone for today." I explained, but Grace was still glaring at me. Her eyes had intent to kill in them.

"Really? Come to think of it, you DO kinda sound like him." Her arms crossed over her chest. Oh God. A laugh forced itself out my throat.

"So? A lot of people sound like each other." That has to be the worse cover up I've ever used. Grace wasn't buying it.

"Uh-huh." She approached me, still glaring at me. Stupid Death Glare. "And Peter just somehow managed to the only person who has been able to get pictures of Spiderman like the first week you started appearing? The only reason I've been able to get pictures is because I know him." She growled, hands balling in fists. "Plus ever since you came into the picture, his grades have been declining, he's missed classes, dates, and locks himself in his room half the time. Not to mention that we barely get to see him half the time." She put her hands on her hips. "Peter, take off the mask." She concluded, death in her eyes. A low sigh escaped my lips as my fingers came up to the bottom of my mask and slowly peeled it off.