AN: I own nothing. I did this a while ago and I've had it sitting around since then. this is part of the same universe as the Thor story that I recently published, but they aren't super connected at this point. That being said, I'm going to add more of these on, so the stories will slowly get more connected. This story starts fall of 2017. Enjoy and please review.

Chapter One

It was the time of year when the air began to slowly change into the cold beast that it was in the winter. But there was still enough warmth to keep the cold at bay, although with each passing moment that warmth seemed to ebb from the air, giving into the snarling dense cool of winter. This in-between air was what nipped at Spider-Man through his suit as he swung across Manhattan while he tracked an armored van that navigated its way through the gridlocked labyrinth that laid on the ground. On the very tops of the towering skyscrapers his breath hung in the air for just the briefest of moments before dispersing into the unseen breeze. He knew that as winter neared he would need to adapt his suit to the blustering New York weather. The suit was designed only months before, during the warmer months of late spring. He had never faced a winter as Spider-Man.

But he didn't have time to ponder ways to improve the suit. Not long after he had rested himself on a gargoyle high above the streets, the van began to once again move through traffic. He knew that it was probably unnecessary for him to follow. The NYPD had supplied plenty of officers for assistance, but he wanted to be sure. In the weeks preceding there had been multiple robberies of high tech equipment from the Kronos Corporation, which was exactly what the van was holding. He was hoping to be able to catch whoever it was, although he hardly had a chance. Even the Avengers and the Fantastic Four had had a hard time finding the perpetrator. But even still, he was determined to keep trying. The city still viewed him as a menace. He planned on changing that. After all, he just hadn't had enough time. It had only been seven months since he had started. Naturally, he had to build up trust. He had to show the city that he was not working with the super criminals he hoped to stop. This will do it, he told himself as he swung through the air, This'll show them what I am. Who I am.

Swinging through the city was the most exhilarating feeling he had ever experienced. He clung tightly to the thin web as gravity arched him downward and then back up, like a living pendulum. His stomach caught and tried to crawl its way up his throat, luckily to no avail. His muscles loosened and he let go of the web, sending his body into freefall for just a moment before pressing down on the palm of his hand with his two middle fingers, sending out another strand of webbing. It flew through the air with great ease before finally merging with a nearby building, sticking to it. And then he started to process all over again. There was a freedom to it, and with that freedom came a sense of hope and of joy. For just the brief moment when he was up in the sky, he felt as if he could do anything.

But then, the swinging was over. The truck pulled into a small garage next to the Kronos Corporation headquarters on the northern part of the island. Spider-Man leapt silently onto a thin shaft that hung over the entrance. It was the perfect spot to see everything while also staying hidden. He watched closely, making sure that he took note of everything that happened. Two large men walked out of the building and into the garage. One was bald and stern looking, wearing a crisp black suit and tie that seemed like it had been cleaned almost every day of its existence . He had a heavy brow that was almost completely obscured by the thick black sunglasses that rested on the bridge of his nose. Spider-Man could only speculate why the man needed sunglasses in the middle of the night, but that was hardly the most important thing to catch his attention.

The other man had a very similar build and the same overly neat suit, but it almost seemed like he had stolen all of the first man's hair. He had a shaggy mop of jet black hair that hung down over his eyes, standing in for the sunglasses that the first man wore and he had a thick black beard that covered his mouth and hung down over his neck.

The first man said something, but Spider-Man could hardly make it out. His perch was just too far away. He cursed at himself for making the mistake, but there was nowhere else for him to go. He didn't dare enter the garage, in fear of being seen. If he was seen before it was time, chances were likely he would be blamed with an attempted robbery. So, he decided to stay on his safe perch, even if it was out of earshot.

The driver of the truck got out slowly. Spider-Man couldn't get a good look at his face, but he saw that the man wore a very black Kronos Corporation jumpsuit that had the company's orange flame logo on the back. The driver began talking to the other two men in a hushed voice. If it weren't for the man's movements, Spider-Man never would have been able to tell that he said anything. One of the men then proceeded to walk behind the truck and swing open the back doors, revealing several metal crates in the back. He ushered the other man over for help with unpacking everything, but before the man could even move, a strange cackling filled the air. Spider-Man's head began to ring with his spider sense, but before he could even react something was launched at the back of that garage and out of his sight. A massive explosion followed. Smoke and fire filled the air as all three men were launched out onto the pavement outside. Spider-Man could only hope that they were still alive.

Then the cackling got closer, now accompanied by a constant whirring sound, almost like that of a window air conditioner. A figure zoomed passed Spider-Man, dressed in vibrant greens and purples and standing on a sleek silver glider, arched with bat-like wings and adorned with a monstrous mouth. Before Spider-Man could even think, his legs launched him forward and onto the ground. A fall from that height would have broken a normal person's legs, but Spider-Man was no normal man. His muscles found the perfect equilibrium between tense and loose and he hardly felt the impact.

He squinted at the figure, who was looming ominously over the men's crumpled bodies after stepping off the glider. The figure's head began to turn, and it's horrible soul piercing yellow eyes looked straight at Spider-Man. The figure was tall and sinewy, with sharp demon-like features to his face. His nose was long and arched like a witch's and his ears were long and pointy, giving a decidedly elven look to him. The figure let loose another maddening guffaw, one that could have shaken the very world around him. "Well, well," his voice was shrill and ear splitting, like nails on a chalkboard but played through the speakers of a baseball stadium. "If it isn't the infamous Spider-Man. I think I've heard of you before. If what the Bugle says about you is true, then it looks like I've hit some good luck."

"It isn't," Spider-Man said, approaching carefully. He had come very nervous about the whole situation. "The Bugle lied, just like whoever told you today was Halloween."

"Oh you're making fun of my costume, hmm? Judging by the red and blue leotard you have on, I don't know that you can really say anything about my clothing style."

"Maybe not, but you just nearly killed three men. And that tells me everything I need to know."

The man in green let out yet another laugh. "Heh, so you think you're gonna stop me. That's the funniest thing I've heard all day! You're just some skinny kid in a brightly colored suit. But me, well I'm like one of those super soldiers that you heard of from World War II, except much, much more dangerous. And maybe a little crazier."

"Super soldier?" Spider-Man asked, more as a distraction than out of curiosity. As he spoke, he shot out two strands of webs that stuck to two crates not far behind the green man. "So you're like Captain America then. Well in that case, let me salute you, Cap'n!" He launched himself up into the air and pulled the two crates forward. They crashed into the man in green as Spider-Man flew over him, spinning gracefully in mid-air before landing once more on the pavement below. "So, Cap'n Creepy, you gonna actually introduce yourself or do I have to keep coming up with nicknames for you. Because I can, but they won't be the nicest and probably couldn't be repeated on network television."

"You want to know who I am?" the man shouted as he turned back around, crazed anger painted all over his face. "I am the Green-"

He was interrupted by what seemed to be a phone ringing nearby. Then Spider-Man realized that it was his, buzzing constantly in his pocket. "C'mon!" he exclaimed as he took it out. "Just give me a minute Green Bean. This is important."

"Hello," the voice hung in the air for an awkward moment before Spider-Man thought to turn the speaker off. He did it just in time. "Peter? Are you there? Where are you? It's almost ten o'clock. You're supposed to be home no later than nine-thirty, you know that."

Spider-Man had completely forgotten that his Aunt May had set a curfew for him after school started. "Right, sorry about that. It totally slipped my mind. But I promise I'll be home in a few minutes. I just need to get to a bus and then-"

"Oh this is hilarious!" Green Bean shouted, clutching his gut in to stop the pains from laughing. "Who is that, your mommy? How old are you? Five?"

"What's that sound?" Aunt May asked over the phone. "Are you with a friend."

"Um, yeah," Spider-Man stumbled over his own words, terribly embarrassed by the situation. "I haven't told you about him yet. He's new. We were just playing a game. I should go right now, okay? He's um… he's starting to look a little green."

"Oh," Aunt May sounded genuinely concerned. "I hope he's okay."

"Yeah, I do too. Alright, love you, bye!" He hung up hurriedly and tossed his phone into this pocket. He balled his hands into fists and turned around to continue, but when he looked back over, he saw that Green Bean had already mounted on top of his glider once again.

"I'd love to stay kid," Green Bean said with a malicious chortle, "but I wouldn't want to keep you up past your bedtime." He rose into the sky, and with a kick in his glider, he zoomed off, disappearing into the dark. Spider-Man could only barely hear what came next. "You haven't heard the last of me Spider-Man, I'm sure. One day you will fall prey to the might of the Green Goblin!"

Spidey's head slunk down in disappointment. Good going, Pete, he thought, you really nailed that one. Next I'll accidently ask Doctor Doom to be my babysitter! Or maybe I'll tell Red Skull I need my diaper changed! Next time I need to remember to silence my phone.

He shook the thoughts off his head and swung off. If it hadn't been so late, he would have tried to go after the Goblin, but he had something else on his mind. School had only begun a few weeks before, he couldn't let things get out of hand too quickly. So, he snuck into the subway, changed back into his normal Peter Parker garb, and boarded the first train back to Queens. The ride was bumpy and and crowded, just like always. A strange smell hung in the air, and Peter wasn't sure he wanted to guess what it was. Soon, the train screeched to a halt and the wave of people pushed and shoved Peter through the door.

It wasn't long after that that he got home, but as he looked down at his phone, he realized that it was almost ten thirty now. Crap, he thought, Aunt May is gonna kill me! He pushed the front door open slightly and took a few uneasy steps into the abode. He kicked his sneakers off on the black mat at the foot of the door. In big white letters, the word "Welcome" was written out, but Peter didn't feel very welcome at the moment.

"Peter Benjamin Parker," Aunt May's voice was calm and gentle like always, but the toxic mixture of anger and frustration still cut into Peter like a knife. "You had me worried half to death! I had no idea where you were! I called Mr. Osborne to see if you had gone over to Harry's, then I called Captain Stacy to see if you were with Gwen, I even called Anna to see if you had finally decided to go out with her lovely niece, but no one had seen you."

"I… er," Peter rubbed the back of his head nervously. He hadn't meant to be so late. But he gotten so distracted and so stuck in the moment while being Spider-Man, but he couldn't explain that to Aunt May. She had fought off a severe bout of several illnesses in the months before, not to mention just the pure sadness she had to endure after the recent event. She was only about sixty, but had grown to look much older. Her eyes were heavy and tired and her skin had wrinkled severely. Her hair had become fully white and had thinned to be like paper.

"I'm sure you have your excuses, Peter," Aunt May said before Peter could defend himself. "I understand that you're growing up. You'll be sixteen in less than a month. But that doesn't mean that you have all the freedom in the world. After what happened to your Uncle Ben…"

Peter swallowed hard. He hated that he worried his aunt like that, especially since it was his fault that Uncle Ben had died. His mouth felt dry and his mind went blank. There wasn't anything he could say to make the world a better place for his aunt. The only thing he could do was muster a meek "Sorry."

"I know, I know," Aunt May sniffed, pulling herself back into the moment. "You would never mean to worry me like that, I'm sure. But like your Uncle Ben always said, 'With great power'..."

"'...comes great responsibility," Peter finished the mantra, which always seemed to linger in his mind.

"That's right," Aunt May continued. "And with the new freedoms and you have, you have a responsibility to check in with me, especially now that school has started again. Do you understand Peter?"

"Yeah," Peter said with a voice filled with sadness. "Yeah, I understand Aunt May."

"Good," Aunt May gave a weak smile. "Now why don't you go upstairs and go to bed. It's late and you still have school tomorrow."

"Right," Peter tried to act happier, although the dreadful thought of school did not help in that manner. Even still, he ran up the stairs and quickly got ready for bed, before drifting to sleep quickly. His muscles were tired and achy and his eyelids felt heavy, so practically as soon as his head hit the pillow, he drifted into slumber.

He jolted awake the next morning at the annoying squealing of his phone's alarm. It was only six-thirty, and his eyes still felt heavy and his muscles complained of lack of sleep. He rubbed the tiredness from his eyes and went on with his day. He got dressed, ate breakfast and was quickly on his way to his school, all the way in the heart of Manhattan.

The city bustled with life in the early morning as the sun began to rise high above the buildings, treating them the same as mountains in a mountain range. The sun began to fill the air with a warmth that had been lost in the long, cool hours of night. Peter loved the sight, he loved being in the heart of the city at this time. It took him two bus rides to get to school, and he drank in every moment of it, using it as fuel for the rest of the day. The city did seem to lose some of its charm during his second ride though.

Peter's school, Midtown High, was in the heart of Manhattan, but Peter lived in Queens. Midtown High was a triple magnet high school, attracting students with promising futures in drama, vocational skills and sciences, the latter of which was how Peter got pulled into it. Although it gave Peter a significant advantage in learning, he had to take two busses just to get there, one from public transportation which then took him to the school bus stop.

As he stepped onto the school bus that morning he was met with the normal heckling from his fellow students. He had learned to let it roll off his shoulders most of the time, but it did still get on his nerves from time to time. However, as he rode through the busy streets, his mind was otherwise preoccupied. He began to worry about the Green Goblin. As Spider-Man he had managed to keep the Goblin away from the Kronos Corporation tech, but he still got away, and Peter wasn't sure that he'd be able to thwart his plans again if he showed up.

"Hey," the voice yanked Peter out of his thoughts. "Parker. I've been meaning to talk to ya!"

Flash Thompson had never been one of Peter Parker's friends, but it seemed to be that ever since High School had begun, things had been much worse. Hostilities rose between the two of them and Flash had picked up the tendency of shoving Peter in lockers. Flash was in the same grade as Peter, but he looked much older. He was at least four inches taller than Peter and was ten times more muscular than Peter looked. His eyes were always small and beady, filled with an inexplicable anger. Sleek, blonde hair curled up on the top of his head, looking like a crown, fitting since Flash thought himself the king of the school.

"Yeah," Peter said, trying desperately to extrude confidence. "About what?"

"Well," Flash knelt down, like he was trying to explain something to a toddler, "you're smart. That's no secret. So you should know that all of the grades in school work on something called… what is it now?"

"The bell curve?" Peter was getting very fed up with Flash.

"Yeah," Flash grinned maliciously. "Yeah, that sounds about right. But anyway, I was thinking 'bout that. So, since you get such good grades, that makes mine look worse. And when mine look worse, it means I might get kicked out of football. So-"

"You want me to start getting bad grades so that yours look better," Peter should have been surprised, but the only thing that shocked him about it was the fact that Flash had never done it before. "Yeah, that's not happening. If you want your grades to be better, then you need to do that yourself."

"You've got some guts now, huh Parker," Flash leaned into him as the bus jolted to a stop. "Guess it only took your uncle dying for that to happen, huh?"

Peter gritted his teeth in rageful frustration. His hands clenched into fists and his muscles tensed. I'm Spider-Man, he thought, I could take him out right here and right now. But I can't. With great power comes great responsibility, and getting into school yard fist fights isn't very responsible with these powers. He begrudgingly unclenched his fists and eased his muscles. "Please Flash," he said in a shaky voice, "just leave me alone right now."

"Puny Parker's scared," Flash smirked again. "What else is new."

Peter hadn't even realized that the bus had been emptied. It was just him and Flash. "Alright you two," the bus driver yelled from up front in a gruff voice. "Time to get out."

"Yeah," Flash said as he began to walk away. "You heard him Parker, time to get out."

Peter jolted out of his seat and slung his backpack over his shoulder as he made his way down the narrow aisle. His feet seemed to stick to the floor with each step, and he really did not want to know why. He thanked the bus driver for the ride and stepped into the fresh fall morning air. It rushed over his face and relaxed him. His eyes closed for just a brief moment as he drank in the warmth and comfort. His mind harkened back to a time just a few years before when he was with Uncle Ben. They had taken a vacation up to the Adirondacks just before school started that year with the little money they had. It was in no way a flashy or overly exciting, but Peter always had fond memories of it. They had always said that one day they would go back. Why'd I have to mess everything up, Peter scolded himself. Why'd I have to go and let-

"Peter," he was glad that the sound of his friends pulled him out of his spiral of thoughts.

"Gwen," Peter tried to sound excited, but it was difficult to hide the overflowing amount of sorrow. "How're you doing?"

"Just fine." Peter had known Gwen since second grade and he had practically been in love with her ever since they first met. She had perfect long blonde hair that cascaded down her scalp like a golden waterfall and her eyes were a shimmering shade of green. She wore a light green hoodie with dark colored blue jeans. "Where were you last night. My dad said that your Aunt May called and-"

"Yeah," Harry spoke up now. Peter hadn't known Harry as long as Gwen. He had been transferred between several private schools before being sent to Midtown High. He wasn't dressed like the son of one of the richest people in the world, as he wore a wrinkled old brown shirt and blue jeans. His hair was neatly combed and his bangs and been pulled back to reveal his entire forehead. "My dad said she sounded pretty worried."

"It was nothing," Peter explained. "I was just… out for a walk, that's all."

"Well, whatever you were doing, you're okay now, and that's what really matters," another voice said. Peter's friend Miles stepped out from a crowd of people. "I'm almost a little offended that my mom wasn't called about this, but…"
"I'm sure my Aunt May was just about to call your mom, Miles," Peter said with a new found ease in his voice. He had been friends with Miles longer than anybody. They had met during kindergarten and had stuck close together ever since. Miles was African American and had short black hair that was cropped close to the top of his head. He wore a red t-shirt with a light brown hoodie draped over his shoulders.

"We should probably go inside now," Gwen said with her normal perky smile. And so, everyone began making their way to the front doors.

Before Peter could even make it to the fountain in the middle of the front courtyard, he was pulled to the side by Miles. "You sure you're alright?" he said in a hushed tone. He looked around nervously, as if he were looking for somebody.

"Yeah," I'm fine. Why do you keep asking?"

"Because dude. I know what last night was. I know that you're Spider-Man."