"And just through that door, you can see a very important press conference is taking place," the tour guide said. One could tell that she's much too excited to actually be interested. "If you're quiet enough, you can take a peek through the windows and see what's happening!"

Of course, being quiet had nothing to do with actually seeing the press conference, at least in young Peter Parker's case. He tried to shove his way towards the front, pushing at the bigger kids' arms and backs, trying to catch a glimpse of the famous Tony Stark.

Mr. Stryker's seventh grade photography class was unforgiving towards the small kid, and try as he might, he's unable to see anything that's going on. Sighing in defeat, he looked around the room, nearly smacking himself in the forehead as he realized the obvious alternative to looking through the windows—finding a TV. He pressed his face against the glass pane on the other side of the hall, glasses pushing into his cheeks as he tried to catch a focus on the television screen in the office next to him.

"The truth?" He heard Tony Stark say, seeming uncharacteristically fidgety and unsure of himself, "The truth is..."

Peter's breath fogged the glass as he waited for the end of the sentence. He didn't even take notice of the people in black suits that surrounded the area, watching over the entire scene.

Tony paused, taking a short breath, while Peter pressed closer to the glass, practically trying to squeeze through it in anticipation, waiting for the billionaire to continue.

"I am Iron Man."

Peter's eyes widened, but just before he could really express the surprise that had just donned on him, a big, meaty hand pulled him back.

"Look, guys, Parker's finally got a girlfriend!" Flash Thompson. The biggest, dumbest bully that was probably supposed to be in at least ninth grade by now, but wasn't. All the luck in the world, and none had fallen on poor Peter Parker. "How good of a kisser's that window, huh, Parker?" The big guy taunted, a smug and stupid smirk on his face.

Peter gulped, attempting to think of a witty comeback, but none coming to mind. Instead, he was left with his eyes flicking from Flash to each of his lackies, who promptly made overly dramatic kissing faces at him. "I, er...uh," he stuttered out, trying to think of anything to say, anything at all.

"You, er, uh—what?" Flash repeated, crossing his arms triumphantly as he looked down on the kid, "Afraid of slipping up in front of the whole class? You—"

"No, idiot, he's afraid his IQ will get lowered by talking to you and your stooges," a voice called out from behind Flash.

Peter peeked from beyond the large figure of Flash and his buddies, and had to adjust his glasses to make sure he was seeing this correctly. Someone had stood up for him? What had he done so right to get this?

He couldn't believe it. Standing firm, hands on hips, was Mary Jane Watson. Probably the only girl who would even dare stand up to Flash. And she had stood up for him. He grinned just a little, mainly out of surprise, and took the chance to slip out from behind the bullies, who were too dumbfounded to actually react to this change of events. Giving a last glance towards the fiery red head, he could've sworn she had given him a wink.

But he was probably just imagining things.

Shrugging his backpack from off his shoulder, he pulled out his old camera—a Canon EOS-3 he'd been given by his uncle—and took the chance to not-so-sneakily take a picture of Mary Jane, as well as the man who was finally visible, thanks to the departure of most of his class, Tony Stark—Iron Man. Stuffing the camera and photos back into his pack, he ran to catch up with the quickly departing class, a slight grin still stuck on his face.

"Peter Parker, what are we going to do with you?" A smug voice says from his side, not at all surprising the boy. "I swear, next time you get stood up for by a girl, I'll lose my position as your best friend!" He joked, elbowing Peter in the side.

"Watch out, Harry," Peter responded, certainly feeling better with his friend, Harry Osborn, nearby, "Think I might have a chance with her, and I know you've had your eye on her for years," he said with a teasing grin.

Harry rolled his eyes, "The day I lose a girl to you is the day the world explodes," he responded, laughing a bit, "So let's not be the cause for world destruction, alright?"

"I'll only promise if you swear you'll give the Hulk a chance," Peter said, quirking his brow a little as he brought up the hard bargain, "Come on, Harry, don't be influenced by your dad on this one," he pushed.

Harry shook his head with a slight grin, as if this was a topic that tired him—which it did, given how much they argued over this, "Peter, you know as well as any other how much damage that thing did—"

"—the Hulk—" Peter interjected.

"—whatever. I'll start supporting the Hulk the day he starts smashing for our side, not his own."

Peter huffed just a bit, knowing he wouldn't win this round—like all others. "Fine, fine, but don't complain to me when you have to start sticking up for the big guy, I know he'll fight for us," he said confidently, crossing his arms.

"Sure, sure, and you'll marry MJ, too," Harry said dryly, rolling his eyes again.

"You're always so confident in me," Peter said, returning the eye roll. "Where were you when I was being so terribly treated, anyways?" He asked, adding the dramatic wording just to bother him.

He chuckled, shaking his head, "Excuse me for being a little wrapped up in the whole 'My dad's biggest competition is also a superhero' thing."

"Oh, come on," Peter said, dismissing that with a wave of his hand, "You're not really worried about that, are you?"

Harry shrugged, "Hey, Stark Industries clashes big time with OSCORP. It's a good thing Dad's got some of the greatest minds at his place, Dr. Connors and Dr. Octavius sure get him far."

"I think you'll be fine, don't worry," Peter said, nudging him in the arm.

-.-.-

"Oh my God, that thing's gonna kill us!" A student on the bus shrieked, pointing out the window to the giant ship-like Chitauri creature that was barreling its way towards the eighth graders.

Peter scrambled to shove his homework back into his backpack, his glasses tumbling off the bridge of his nose as his head tipped downwards. "Crap," he muttered, searching around for them.

Craaaaack.

Oh no.

Why now? Of all times, why now?

Peter found the broken frames of his once-lovely metal-rimmed glasses and huffed slightly, hearing the continuing rush of feet that had also trampled his glasses continue to exit the bus. "Crap, crap, crap," he muttered again and again, searching for some tangible thing in the blurry haze that was his line of sight.

"Last one?" A strong voice called from the doors, and Peter nearly dropped his books then and there. Was that...? It couldn't be!

"Peter's still in there, Captain!" Harry called from afar, the rising terror in his voice evident as Peter heard the large alien creature advance towards the bus.

A few seconds of footsteps and shuffling later, Peter found himself with an eyeful of red, white, and blue. "You alright there, son?" The blurry figure asked, and Peter nodded shakily, then looking down at his glasses again. "Right," the American hero said, "Don't worry, it's a straight line walking to the door. Ready?" Was he ready? Of course, it was just walking down that same path again. Just with Captain America. No biggie. Sure. Why not.

Seconds after he'd exited the bus, Peter heard a rather large crash, and the bus was gone.

"That was close," Harry breathed, clasping Peter on the shoulder for a moment, "Oh, man, that sucks, glasses broke?" Peter nodded, "I'd lend you mine, if I had any."

Peter shrugged, "It's fine, really, I'll just be half-blind getting home," he joked, giving a half-hearted smile to his friend. The other half was still focusing on the star-spangled man who gave the class one more salute before running off to continue protecting the city from the aliens, still amazed. "I met Captain America," he said.

"Captain America saved you," Harry corrected, "Big difference there, Parker," he said with a short chuckle. "Come on, you can crash at my house until all this is over. I'll call your aunt and uncle, alright?" He said. Peter responds with a short nod. "This'll be fun: Flatscreen coverage of the end of the world. And we'll have popcorn!"

Peter couldn't help but chuckle a bit as he let his friend lead him to his house—if you could call the giant building that. For the next day, Peter spent his time reassuring his aunt and promising his uncle again and again that Harry was trustworthy enough (eight years of friendship and still no trust? That's Uncle Ben for you) to host him for more than twelve hours. Besides eating himself sick on Twizzlers and caramel corn, it wasn't that bad a day. Even with the old backup glasses Aunt May had insisted he give to Harry for "that day that will come." Who knew it would actually come?

-.-.-

Rrrring! The bell sang, signifying the end of the day. Kids bustled in the hallways, not exactly looking where they went as they pushed their way towards the lockers. Shoulders bumped, books shuffled, and doors slammed as the chatter of students drowned out any small talk that could be attempted. But still, Peter was determined to try.

"Mary Jane?" He said as he approached the group of laughing girls, one redhead in particular standing out. All eyes turned on him—why did girls always travel in packs?—and he suddenly felt much less of himself.

A collective giggle and cacophony of elbow nudgings later, he was finally left alone with the girl in question. "Hey, Peter," the girl said, seeming slightly amused and slightly curious.

"Hey," Peter greeted with a sheepish chuckle. "So, uh, the Winter Ball is this Friday, and, uh, I was wondering if—"

The girl laughed just a bit, "Um, Peter, you do know the Winter Ball is a girls-ask dance, right?" She checked, her smile both bright and embarrassed at the same time.

"Well, yeah, but I was just wondering if you'd asked anyone yet, and, uh," Peter grinned sheepishly, rubbing the back of his neck, "You know, I was just curious, and—"

"Sorry, Peter," she said, giving him an apologetic look, "I've, uh, already asked someone, and, well, he said he'd go," Peter's face fell just slightly, "I really am sorry," she said again.

He shook his head slightly, "No, no, it's cool. Really, seriously, that's fine. You have fun, really," he rambled on, trying to hide the disappointment and embarrassment. "It's fine, it's... it's fine."

"Well, alright, Peter," Mary Jane said with still a look of apology. She turned back towards her locker, which was swarmed by her awaiting friends, but before taking a step, glanced back at Peter, "By the way," she said, "You know you can just call me MJ."

"O-okay," Peter said with a nod, glancing back towards his own locker, "Okay...MJ."

"Peter!" A familiar voice called over the ruckus, "Peter," Harry said, catching up to his friend as Peter headed towards his locker, looking a little down.

"Hey, Harry," Peter greeted half-heartedly, shoving his books in the now-opened locker.

"Guess who's got a hot date to the Winter Ball?" He grinned, elbowing Peter.

"Oh, I'm not sure, Flash Thompson?" Peter said sarcastically, slamming the locker shut with little gusto.

"Idiot," Harry chuckled, shaking his head, "No, he's probably going with half the cheer squad at his rate," he said dismissively, a look of distaste coming up with the name. "Me and MJ, we're going," he said with a slight eyebrow wiggle.

Peter couldn't hide the bit of disappointment he gained at this bit of information, "Oh, that's...that's, well," he sighed slightly, "That's awesome, man, you guys'll have fun," he said, clapping his friend on the shoulder.

"Hey, yeah," Harry said, a look of slight suspicion on his face. "Everything okay, man?"

"Huh? Of course," Peter said, feigning a look of disbelief at the question, "Why wouldn't it be?"

Harry gave a lingering glance at his friend for a moment longer, "Yeah, okay," he said hesitantly, "Well, hey, I gotta go, but seriously, you alright?"

Peter shrugged, "Seriously, I'm good, I'm good," he said, trying to get off the subject.

Harry nodded a little, heading over towards the other side of the hallway, on the way there putting his arm around a certain redhead, unknowingly making it worse.

-.-.-

Here at OSCORP, the past is history, the present is past, the future is today! We make it our priority to reach beyond the boundaries of modern science, get ahead of our competitors, and leave that competition in the dust. OSCORP, building a better tomorrow for the people of today.

Peter secretly rolled his eyes at the automated voice loop that echoed through the large halls of the testing facility, running a hand through his hair as he tried to pay attention to the tour guide. She was saying something about a new synthesized, completely free-thinking parasite that was infused with the DNA of a black widow spider, that could be used as a government defense system, and even accelerated cellular growth. It was interesting, but the freshman doubted it could be anywhere even near testing, given everything that could go wrong.

"And here, we have the very first genetically altered human spider," she said, adjusting her half-moon-shaped glasses on the bridge of her nose, "With the DNA of Homo sapiens infused into the powerhouse body of a spider, the things that can be done with it are amazing," she said, obviously enthralled with her work.

Peter was interested as well, and got closer to the display, frowning at something he noticed.

"Spiders have the amazing ability to self-heal, the agility to leap much farther than its height, and sense the slightest of movements with just a nudge against sensory hairs. Here at OSCORP, we are simply working towards the self-healing, but this prototype would sure be fun to test out, wouldn't it?" The tour guide said, chuckling just a bit on the end.

Peter was about to say something to her when someone made the point before him. "Miss Moon?" One of the other students called out.

The young woman looked up at the voice, "Yes, do you have a question?" She asked patiently.

"Well, isn't there supposed to be a spider in there?"

"Of course there is, there's one right there, like it should—" the tour guide froze, eyes widened in surprise and slight fear, "Oh." She cleared her throat, adjusting her glasses and giving a fairly fake assuring smile. "Don't worry, I'm sure they're just giving him another dose of the radiation. This does happen from time to time," she said hurriedly, proving exactly the opposite point.

Peter pulled out a camera, taking the chance to snap a few pictures of the research facility, when something bit his hand, making him let go of the camera. Luckily, it had been looped around his neck. Wincing, he looked at his hand, which now sported a growing red, swollen spot, and a spider just next to it. He tried to shake the spider off, the activity taking a few seconds to even work; and with a sigh, Peter watched the little projectile fly off in another direction, landing back near its case.

"Let's take a look at some of the other innovations we have here at OSCORP, shall we?" The tour guide pressed, herding the class towards some displays of new bio-armor, Peter jogging to catch up to them, still glancing at the bite every few seconds.

-.-.-

This chapter is a whole lot of set up, but I swear it'll get better. Well, obviously :P

Reviews are super helpful, and they can often give good ideas! But please, no flames!

I'd love to see what you guys have in terms of ideas for how this goes along, I have an outline for the beginning and middle of the fanfiction, but more ideas would be greatly appreciated :)

Did you find any references to characters or other movies in here? Let me know, I wanna see how much you recognize!

-CC