Hey guys, I just decided to write another fanfiction this time it's on the new Spectacular Spiderman cartoon, which I think is really good!!! So I hope you like my little story... Please please please, review and tell me what you think!!!

Enjoy!!

I don't own Spiderman and sure as hell don't own Marvel...But Stan Lee does!!!


He was late for school, as usual. The late nights swinging around New York were really getting to him. This was the third time this week he was late for class. Peter had to sneak out of his bedroom window so that Aunt May wouldn't see him. He didn't even have time to put on his suit, all he had on was his mask, he would have to change in school. A thought occurred to him when he swung through 45th street; he was going to see Gwen today, after she kissed him a week ago. He hadn't made any effort to call her; he didn't know what to say. He still didn't know what he was going say to her.

Peter landed gracefully at the back of school; he quickly slipped on his spidey suit and put his normal clothes back on. He looked around carefully before walking down the little alley created by the library and the labs being so close together. Peter looked around the corner before proceeding further. He had only taken two steps when he heard someone clear there throat behind him. He only wished it wasn't Gwen.

He turned around slowly, prolonging the inevitable. He sighed with relief when he realised who it was. It wasn't Gwen, far from it, with burning red hair and pale skin, no way was it Gwen. Peter couldn't hold in the smile forming on his lips, but it soon disappeared when he noticed she wasn't smiling back. She punched him in the arm, what he guessed would have hurt a normal guy.

"Hey! What was that for?" Peter held his arm, making it look like it hurt. She just looked at him with piercing eyes and walked past him. She looked back over her shoulder.

"You know what that was for Pete, don't act like you don't" Ok she's not that mad at me, when she calls me Pete, she's only half mad. Peter ran to catch up to her. He reached out to grasp her shoulder when she spun around.

"I had to cover for you again this morning; you can't keep missing class, Pete. And you didn't call Gwen!" Peter flinched at the last part, but she missed it because she turned to walk again.

"So she told you" Mary-Jane turned to face him, her face softer now.

"Of course she told me Pete. Do you know how stupid she feels?" Peter rubbed his face in his hand slowly. He had to get himself out of this.

"MJ can we talk about this later, I'm late as it is and Dr. Phillip's will be wondering where I am, so..." He left the sentence hang, as he edged his way around Mary-Jane before she could answer. He was halfway up the steps when he heard her shout at him.

"You're not getting off that easy, Peter Parker!" Once he got in the door, there was no one in sight so he leaped up the staircase with ease. He fixed his clothes quickly and rushed into Dr. Phillips lab.

"Sorry I'm late Dr. Phillips, I got kept..." Peter glanced around the room. Dr. Phillips wasn't in the lab, at least that's what Peter thought until his spider sense kicked in. Dr. Phillips jumped out from under a lab table, trying to give Peter a fright. Of course Peter saw it coming, so he didn't scare easily. Dr. Phillips just laughed and muttered to himself, as he walked over to the window, where he had all his work spread out on the table. Peter shook his head in bewilderment and walked over to Dr. Phillips side. He looked at the papers, and recognised some of the formulas; it was some of Dr. Connors work.

"Dr. Phillips, did Dr. Connor's give you all of this?" Dr Phillips looked up from under his large rimmed glasses to look at Peter.

"Oh yes, very kind of him, very kind of him indeed. He thinks I might be able to help him with a project he's working on. All very hush-hush, not even you can know" Peter looked at the formulas a little longer.

"Maybe I could help, Dr. Connor's thinks very highly of me, I'm sure he wouldn't mind me taking a little peek" Dr. Phillips started gathering up some of the papers.

"Sorry, I can't do that Peter. As much as I'd love your opinion, it's his word against mine..." Peter blocked out the rest of the Professors rambling and looked out the window. He spotted MJ instantly amongst the crowd, hanging out with the usual jocks, Flash Thomson in particular. What did he have that Peter didn't have? How about huge muscles Pete, oh and he's the schools top football player! Don't forget he's the most popular guy in school. Yeh, Pete, no sweat. Then Peter noticed something else, something that wasn't in the midst of the student body. That something was headed in the direction of the school gates at a gaining speed, nothing but a grey blur. Peter turned to Dr. Phillips and interrupted his still on-going discussion with himself.

"Thanks for the offer Doc, but I have to run, very busy...I have... work! See'ya tomorrow" With his last words barely hanging in the air, Peter was already out the door. He took one glance down the staircase, no-one was there, and so he leaped over the railings and landed smoothly on the ground floor. That's when he heard the screaming and the sounds of rushing feat heading towards him. Peter made a quick dash into the men's bathroom and changed as swiftly as possible. When he came out of the cubicle there were already a few people in the bathroom.

"Hey, it's Spidey, what are you doing here?" Peter crawled along the ceiling and reached the door before answering.

"Every superhero needs to take a tinkle now and then. Have a nice day" Peter was out the door and in the main hallway, listening to the confused questions behind him. He didn't waste his time with all the ooh's and ahh's, he just swung lightly through the main door, only to see the large grey blur had created a mess in the front yard and was now roaring Peter's name at any unfortunate person that got in his way. Rhino stood there huffing and puffing from his lengthy run. Peter ignored him for a moment and looked around at the situation. A lot of the students had already vacated the area, but a select few, Flashes posse to be exact, were trying to be the heroes again. Can't the jocks just accept that they can't do everything? Peter stopped pondering over the jocks stupidity and, instead, began to wonder what they were shouting at. Peter made a leap for the closest building near the action. The most annoying thing about school, there aren't enough tall buildings.

Peter brought his attention back to the scene at hand and caught a glimpse of red and saw that Mary-Jane was trying to distract Rhino from everyone else. Why does she always have to get into the middle of things? Oh well, who said Spidey never liked a damsel in distress. Peter saw Rhino prepare to charge at MJ, he scraped his enormous feet in the pavement, creating jagged marks in the tarmac. She was guiding him into a wall. Clever, if you want to get yourself killed that is. Fortunately, Rhino being Rhino, Peter knew he was short a few wires, so he didn't notice him yet. Peter still didn't use that as a liable excuse, he was still one of his strongest foes, so he webbed the nearest light pole and jumped daringly off the wall and glided through the air with ease. He caught Mary-Jane in the waist just as she was about to make a run for it. Both of them heard a loud crash behind them, but Peter didn't look back, he just kept going. Surprisingly, MJ started mouthing her disgust.

"Put me down Spiderman! Where are you going? Go back now; everyone else is back in the courtyard!" Peter couldn't hold here for much longer with all her struggling, so he landed on the nearest building. He didn't even get her out of the school grounds she was so protestant.

"Whoa, calm down Red, a simple thank you would be enough" MJ righted herself and turned to give Peter a look, well not Peter, Spidey. It made chills run down his spine.

"I'm not thanking you" She crossed her arms for emphasis. "You're not going to leave me up here, are you?" Peter cocked his head to the side a little.

"Hmm, I'm considering the answer 'yes', but that's not my style. Usually when I save someone's life, they're nearly falling over with gratitude, you're not even twitching. Did I do something wrong by moving you from the path of giant sized killer in a Halloween costume?" MJ uncrossed her arms and heaved a sigh, showing her infuriation. Peter just shrugged his shoulders and jumped from the building. He heard her yell from behind him.

"You better not leave me up her!" Peter webbed the nearest light pole and kept swinging, laughing to himself along the way.

He landed a few feet from the crash site and Rhino was only getting up now from his fight with the wall. Of course the jocks were still where Peter left them a few minutes ago, except now their eyes were bulging out of their sockets and there was a slight trace of drool falling from the edge of their mouths. Peter didn't see Rhino as a threat for the moment, so he brought his attention to crowd control.

"Thanks for minding the great ball of rubble, but I think I can handle it from here. You guys can head inside now" Flash was the first to speak, shaking his head to remove himself from his trance. Why oh why does Flash have to be Spiderman's number one fan. If only he knew it was me!

"No way Spidey, we're tough, we can handle. Just tell us where to stand?" Peter sighed.

"Inside would be good" Wait...Spider sense. Peter felt all his warning signals go off. He crouched down quickly and pushed himself into the air, flipping backwards over Rhino. Peter quickly noticed, in midair, the loose rubble from the wall and hastily webbed up two large boulders and flung them at Rhino, using his momentum for power. He landed with extra force, making him slide along the ground for a few metres. Thankfully the boulders were on target, but unfortunately the fearless heroes were still in plain sight. All Peter could do was hope they didn't do anything stupid, but with his luck, that was highly unlikely.

"Really guys, the view is much better from inside and it's safer!" Peter shouted across the square, he noticed they flinched, but only a little. He breathed a sigh. Well it's there life, I guess. "Hey Hippo, Halloween was last month, it's a little late for dress-up don't you think?" Rhino swung around, his face red with anger.

"Looks who talking, spider-freak!" Peter smiled behind the mask. He had to admit, that was a good one, for Rhino.

"Touché, I'll give you that chunky. Let's get this over with, you know, the usual. We fight, I beat you, you go to jail, you break out, we fight again, etc, etc...It's a vicious circle, don't you think?" Peter sat on the ground legs crossed, and played with something on the ground, showing the extent of his boredom. He looked up when he heard Rhino snarl slightly.

"Did anyone ever tell you, you talk too much?" Peter laughed at the obvious observation.

"Yes they have, funnily enough. There all the people that are locked in a jail cell right this second" Peter propelled himself into the air in one swift move and landed perfectly behind Rhino. Not wasting any time, he kicked hard into Rhino's back, feeling the resistance of his armour. It didn't stop him from flying into the hole in the wall already created from his thick skull. Peter waited patiently, but Rhino didn't seem to be getting back up. That first blow to the head must have really knocked him. Peter rubbed his hands together, as if wiping dirt from his hands.

"Well, I'm sure you guys can handle it from here. I have some business to take care of" He saluted them and flung out his free hand to web-up the nearest building. He went to grab it with his other hand when he felt someone grab his shoulder. Flash was standing behind him, with a smug look on his face.

"What about–" Peter didn't let him finish his question; he knew what he was going to ask before he asked it. Flash wasn't that insensitive, not all the time at least.

"The girl is fine, I'm just going to get her now" Peter nodded his head to gesture the direction in which he was headed. Amazingly enough, Flash looked more confused than usual.

"What girl? I was going to ask about the police?" Peter's jaw dropped slightly. Ok maybe I was wrong, Flash is insensitive all the time.

"The police, right, they should be on their way, but give them a call, just in case" Peter didn't wait for anymore questions, he slipped from under Flash's hand and bounded high above the school roof tops, immediately noticing the red haired girl stood on top of one of them. She wasn't facing towards him so he landed softly on the small wall surrounding the top of the roof. She was only inches away and yet she didn't seem to notice him.

"You know, you really should keep better company" She turned around the second she heard his voice, taking a small step back once she noticed the close proximity. She looked puzzled by his statement, but recovered quickly. Her features became irritated.

"I don't know what you're talking about, but it's about time. Are you going to take me down from here?" Peter was the one confused now, since when did MJ have a grudge against Spiderman, what has he ever done to upset her, to make her act this way? He ignored her question and obvious irritation.

"That big blonde bone-head and his posse, they weren't exactly worrying their toes off, as if they could forget someone like you!" Peter laughed once to himself, which seemed to make the situation worse. She looked even more angered, if that was possible.

"What's that suppose to mean?" Peter wasn't expecting this particular question. He knew in his own head what he meant, but he wasn't going to go mouthing it off. Not to MJ, and especially not as Spiderman. I could at least make it subtle; maybe it will make her mood a bit better.

"Only that you're easy on the eyes" She seemed taken aback by the small compliment. She composed herself quickly, returning to her stern look. Peter sighed with exasperation; he'd never seen her like this before. Maybe a little mention of me might change her mood.

"You know, Peter told me about you. Red haired girl, with a fiery attitude to match" Her face seemed to soften slightly when Peter mentioned his name. She seemed intrigued by the direction the conversation was going.

"Peter said that? That doesn't seem like him. Nothing seems like Peter lately, usually he's so kind and understanding, but lately he just seems distracted. Have you noticed anything, you always seem to be around each other these days, not that you'd care, about him I mean" Huh, I 'used to be kind and understanding', I know where that's coming from. Why is she so ticked about Gwen anyway, I know there friends and everything. Are all girls like this?

"Well no, actually he didn't, I kind of added the last bit from my own personal assessment. Which, I'm sure you'll agree, is entirely accurate" She crossed her arms again and let out a 'humph' for emphasis. "I presume you care about him, Peter I mean?" What are you doing Peter! She looked at him for a moment, wide eyed with shock or fury, he didn't know. It didn't take her long to organize her thoughts.

"Are you going to take me down from here or not? If you haven't noticed, I have school to go to" He hopped down from the wall and held out his hand for hers. Right now he couldn't be Peter, he had to be Spiderman.


So guys what did you think?? I hope you liked it, I have more in my head, so if you want me to keep writing... TELL ME!!!

Thanks for reading!! xx