The sun hung overhead on a beautiful cloudless afternoon and the only sound was the whispering of the wind which could only be heard if one truly listened. Several students at a nearby high school sat under the shade of a tall spring tree, basking in the relaxing cool of it comforting shade. Other students leaned against the backside of the building smoking cigarettes and trying to avoid the student resource officer's menacing gaze. Inside the cafeteria, the underclassmen collected their trays of slop the likes of which one might expect in the story of Oliver Twist. Amid the churning belly of the beast, one unassuming freshman boy sat quietly in his hard plastic chair in the corner of the room, his gaze affixed on the yellow-haired goddess two tables down from him. Next to him, another young man looked at him with a raised eyebrow, in between shoveling massive piles of food into his mouth that is.

"She's beautiful, Harry…" the first young man whispered dreamily, pressing his thick black glasses further up the rim of his nose.

"Who?" the other man asked, his mouth full to the brim with half-masticated food.

"Gwen Stacy. Look at her, Harry. She's just-"

"Out of your league, Pete." Having finished his food in near-record time, young Harry Osborne pushed his tray out of the way and pulled the hood of his jacket up over his head; the same jacket he wore every day, no matter the weather. "Face it, Pete, girls like that don't fall for guys like you and me."

"I don't believe you. I'm gonna go talk to her."

"It's your funeral buddy."

Peter Parker, the school laughingstock since kindergarten, gathered up what courage he had and rose from his chair with a purpose. He adjusted his glasses and ran his fingers through his short parted hair, trying to ensure that he look his best for the girl of his dreams. In all honesty he looked quite dapper in his gray suit jacket, unbuttoned white dress shirt and black undershirt. Perhaps the most awkward were his unattractive glasses and the unnatural spring in his step. The closer he got to the woman he adored, the more his heart felt as if it might beat out of his chest. Seconds before he realized his dream, he saw the heavy booted foot slide out into his path, but he could nothing to stop it; his heart broke into pieces as he crashed to the floor and skidded toward her table.

The jocks at the table where Peter had been tripped were roaring with laughter and pointing their grubby muscled fingers at the poor young man. The prima donnas sitting at the table with the object of his affection squealed their annoying nasal laugh that seemed to attract the less intelligent sports enthusiasts. They all sat in their chairs with their heads thrown back, laughing at the misfortune of young Peter Parker; they all laughed, but Gwen Stacey. She simply stared down at Peter in regret, her crystal blue eyes hiding all the sadness in the world. He could tell she wanted to help him up and defend him in front of those goons, but she could never do that.

"Hi Gwen," Peter began with a goofy smile, neglecting to pick himself up off the ground. "I'm Peter Park-."

"As if, dweeb," one girl interrupted, dumping her plate of hot soup onto Peter's face as she stood up. "Let's go, Gwen." The popular girls and boys left in their obvious pack, none of them even stopping to see if Peter was okay; none of them even looking back, except the beautiful Gwen Stacey.

"Pete! You okay?" Harry asked, dashing through the cafeteria to kneel at his friend's side.

"Yah, I'm cool," Peter muttered. "I just need a napkin, please."

"Oh yeah, sorry."

Pete used the numerous thin paper napkins to wipe soup from his face and glasses, although nothing was going to salvage his stained clothing. He looked around the cafeteria at the many wandering eyes, some laughing and some frightened; most were laughing. Peter fought back tears as Harry helped him back onto his feet, his heart growing cold. This was not the first time Peter had embarrassed himself in front of the entire student body, and he feared it would not be the last either. Like the good friend that he was, Harry stood erect and proud, casting a hateful glare in the direction of any who so much as snickered at his defeated friend. Just then, the school principal barreled toward the boys, observing the mess of vegetable soup on the floor and his face became flushed with anger almost immediately.

"Parker, pick up this mess, now," he shouted sternly. "And take off that hood, Osborne." As the principal passed the dejected duo, he slapped the top of Harry's head and ripped down his hood with all the force and vigor of a man with four children of his own. Peter fell to his knees defeated, wiping up the soup with the thin napkins and attempting, unsuccessfully, to shovel the vegetable bits into a nearby trash can. He slammed his fist down on the floor in anger, splashing some of the soup back onto his glasses.

"Fuck him, Pete. Let's just get out of here. We can go hang out at my dad's house."

"Nah, I've got science class next period. And I think we have a test," Peter gave up picking up the soup and went back to his old table to collect his books and knapsack.

"Come on, Pete. We'll play some basketball or something. Something to make you feel better," Harry pleaded with his friend, desperate to avoid going to algebra class at all costs.

"Doctor Connors's class does make me feel better, Harry." The bell signaling the end of lunch period echoed through the school, but was easily drowned out by the disheartened sighs of children dreading more schoolwork. "Come on, Harry, let's get to class."

"You're such a nerd, Peter. You can go to class all you want, I'm going home. I'll see you after school, Pete. At my dad's house," Harry pulled his hood up over his head, ducked down low and weaved in and out a pack of students toward the door. Peter watched him scurry out the door and perform a victory celebration once in the clear, wondering why he can't be like that sometimes.

Shouldering his backpack, Peter Parker mustered up what was left of his dignity and began the long trek across the school to chemistry class. He passed hundreds of students, all who reacted to him in adverse ways. Some cringed in disgust as they caught wind of the putrid stench of vegetable soup emanating from him. Some remembered the incident which had just occurred and chortled once more as he passed. Some who had not even been in the cafeteria looked at him with discontent merely for his social status. Then there was Gwen Stacey, standing in a sea of horrible individuals who laughed at his pain, softly smiling at the young boy. Her supple smile was enough to brighten even the darkest of days and he felt renewed in his spirit and determination.

Inside the classroom of his beloved science teacher Doctor Curt Connors, Peter sat in the front row, directly across from his queen, Miss Stacey. Doc Connors was an older gentleman, thick streaks of gray overshadowing the brown on his temples. He wore horn-rimmed reading glasses which hung down and around his neck by a thick strap. The one feature that perhaps drew the attention of the students more than anything was the fact that Dr. Connors had only one arm, his right. If asked point blank how he lost his arm, the doctor would inform the inquisitive mind that he had lost it while serving in the Vietnam War. Peter Parker had never even noticed the missing arm until almost three months into the school year; the young genius had instead only recognized the overwhelming intellect of his experienced teacher. Through their mutual respect for one another, Peter and Dr. Connors had developed a mature, intelligent, friendship the doctor thought impossible with a freshman student.

"Students, I have an important announcement to make today regarding our field trip tomorrow to the Museum of Natural History," a sad cry filled the room as the students complained that they knew the teacher would cancel the field trip after all. "Please, please, we are still going on the field trip, that is not the announcement. Rather, I regret to inform you all that tomorrow will be my last day as your teacher. I have accepted an offer to head the Advanced Experimental Research Department of Stark, International." Shouts of disapproval bellowed from each student as the doctor tried to quiet his students, eventually slamming a ruler down loudly on the desk. "This topic is not open to discussion, and today we will move on with our studies. Open up your textbooks to page 193 and read section 1.A to yourselves, quietly."

As shocking as this information was to Peter, he found himself drawn instead to the enchantress sitting next to him. He opened his book to the correct page, but rather than read the section on sub-atomic particles, he rested his head on his hand and watched Gwen read. He smiled his awkward toothy grin when he saw her bite down on her lower lip while trying to pronounce some of the larger words in the text. Peter wanted so badly to talk to her, to touch her, but in his heart he knew she would never be more than the girl who got away. That's how it went for guys like Peter Parker; the girls they loved looked at them with such disdain that they knew they were doomed to spend the rest of their lives with the slightly repugnant girl in the back with ratty pigtails and a dirty retainer.

But then she looked up at him and noticed him staring. Peter quickly averted his eyes and began to make as if he had been reading the text the entire time. His blood raced and the incessant thumping of his frightened heart was the only sound he heard. He wondered if she had noticed him looking at her. Digging deep for some shred of fortitude, Peter peeked over at Gwen and saw her scribbling down notes on a scrap of paper. He was home free, or so he thought until a thick folded up piece of paper hit him in the back of the head. Peter took a quick look at Dr. Connors to ensure that he hadn't noticed before picking up the note and unfurling it quietly. He laid it down flat inside his book, so as to make it appear that the paper was simply a part of the book, and began to look it over.

"I'm sorry, Peter," it read, "for the way those guys treated you at lunch. I hope you can forgive me, Gwen."

Without a second thought, Peter yanked a red spiral notebook from his backpack and quickly jerked out a blank white sheet. This was his moment, he thought as he scribbled down fast illegible notes; this was his chance to tell Gwen Stacey how much he loved her. He knew what kind of girl she was now, and she would appreciate his honesty. With feverish intensity, Peter jotted down his eager profession of love for the yellow haired beauty, never noticing the teacher standing over him.

"Do you have something you'd like to share with the rest of the class, Peter."

"What? No!" Peter shouted, frantically snatching up the note and pulling it close to his chest.

"Is that a note, Peter? You know the policy on notes in my classroom, Peter. Hand it over."

"But… But, I-I-I can't…" Doctor Connors reached forward and seized the paper and opened it up.

"Let's see what you have to tell the class here, Peter. 'Gwen, I forgive you. In fact I love you. I love your smile and your hair…'" realizing the seriousness of this note, the teacher cleared his throat and dropped the note in the trash can. The children began to shriek with mirth, pointing at Peter who dropped his head down onto the table sobbing. Unsure of what to say, Doctor Connors went to Peter's table and whispered softly, "I'm sorry, Peter." Peter snarled loudly and threw the table at the teacher who had recently shamed him in front of his entire class. He ran out the door into the hallway, fell to his knees and cried out in pain between the sobs. Doctor Connors decided not to call the student resource officer and report the incident, acknowledging that Peter was a sensitive boy and unlike the consistent troublemakers with whom he usually dealt.

With barely ten minutes left in class, Gwen Stacey gathered her books and ran out to console the defeated boy who had just shouted his love for her from the mountaintops. Doc Connors should have stopped her, but he knew that Peter needed someone at this moment. Gwen knelt down next to the huddled crying mess and ran her well-groomed fingernails up and down his back the way one might comfort a weeping toddler. The bell to end school rang before Peter so much as moved from his position. When he finally looked at her, she saw the face of a man far too soft for the world he was in, his eyes red from all the crying. To her, Peter Parker was like a famous Da Vinci painting hanging in an art gallery at a kindergarten classroom; so out of place, yet so beautiful.

"Did you mean all that?" Gwen wondered aloud, stroking Peter's thick brown hair. "Because it was the sweetest thing I've ever heard." Peter tried to speak, but even when he opened his mouth, no words came out. He dropped his eyes again to the floor in humiliation. "Come on, stand up." Gwen helped Peter to his feet, which were wobbling like boiled spaghetti noodles.

While Gwen helped Peter regain his confidence and balance, her boyfriend Flash Thompson was being informed of the events which had transpired in Doc Connors' chemistry class and he was fuming mad. As the captain of the Junior Varsity football team, Flash was six feet, four inches, tall and two hundred thirty five pounds of solid muscle. He pushed his way through the crowd which had gathered around Gwen and the pathetic Peter Parker. With a loud war cry, Flash Thompson belted Peter Parker across the chin and sent him hurtling to the ground.

"You think you love my girl? Huh? Do you, ass wipe?" Flash kicked Peter hard in the ribs twice. "Answer me!"

"I-I-I…"

"You what, huh?" reaching down and grabbing Parker by his collar, Flash lifted him to his feet and pummeled him once, two, three times more. Parker's flesh began to swell and squirt blood from the violent onslaught of the larger man. Flash pushed Peter back up against the lockers and wound up for another strong punch to the face. Just before he loosed the terrible blow, a mysterious force pushed Flash off balance and caused his fist to ricochet off the steel lockers behind Parker. Peter fell to the ground in desperation and Flash spun to face this new assailant, roaring at the top of his lungs, "I'll kick your ass too punk!"

"I'd like to see you try," replied a well dressed middle-aged male roughly five feet, ten inches, tall. The stranger had well groomed black hair slicked back with gel and a perfect goatee that made even the young schoolgirls swoon. His black pinstripe suit was obviously worth more than Flash Thompson's entire life insurance policy. He smiled the grin that could only be worn by a man with more money and power than God himself.

"Mister Stark, I'm so glad you could make it," Doctor Connors declared, making his way into the hall to shake the hand of the well dressed stranger. "What are you doing out here, anyway?"

"Nothing, Curt. We were done here, right boys?" Stark asked, shooting a cocky wink at Flash Thompson who gathered up his books and headed for the door, pausing only to spit on Peter Parker before he left.

"Come on, Gwen. Let's get out of here," Flash demanded, taking Gwen's hand forcefully and dragging her toward the door.

"No, Flash. I'm not going any where with you, you big jerk." Gwen ripped her hand away from the tyrannical grip of her abusive boyfriend.

"Fine, whatever. Your loss, bitch." Flash shot out the door in a breeze and put his arm around another young woman that he deemed worthy, continuing toward his car with her in tow.

Scoffing at her asshole boyfriend's blatant disrespect, Gwen reached down and helped a very badly beaten Peter Parker to his feet. "Come on, Peter, let's get you home."

"Ma'am, if I may," Tony Stark asked, taking Peter aside and helping him to lean against the wall. He looked him square in the eyes with a somber expression, "Peter, there are going to people like that who will tear you down and beat you senseless all your life because you are so much more than they will ever be. The key to being a man is the ability to fight back, not with your fists, but with your mind and show them who the better man is. Listen, Curt has told me a lot about you and I think you're a bright kid. If you ever need anything, give me a call. Here's my card. Remember, Pete, if knowledge is power, we intellectuals are Gods." He tapped Peter on the shoulder, handed him a business card, and pushed him back into the waiting arms of the beautiful Miss Stacey. "Thank you, Miss?"

"Stacey. Gwen Stacey."

"Is your father police Captain Stacey, by any chance?"

"One and the same, Mister Stark."

"Please call me, Tony."

"Okay… Bye, Mister Stark, er, Tony." Blushing like mad, Gwen positioned herself beneath Peter's outstretched arm and carried him out the door. Curt Connors walked over to the side of multi-billionaire playboy Anthony Stark and put his arm around him.

"You know she's in high school right? Oh who am I kidding, like that's ever stopped you before." With a laugh, the two men made their way into Connors's office. Tony Stark stared out the window at young Peter Parker until he crossed the edge of the school building and out of sight.

"Y'know, Curt," Stark began with solemn discourse, "I think that boy is destined for great things."

"You and me both, Tony. You and me both."