"No Aunt May, I don't need a ride to school." Peter repeated, just as he did everyday when his aunt asked him that question. He grabbed his skateboard on his way out and yelled over his shoulder a quick "Love ya" before heading off to school. He ran down the steps, two at a time, and when he finally reached the cracked sidewalk, he threw his board in front of him and hopped on. Leaning and twisting, he made his way over to the place he had nick-named "Misery High", where he would spend the day being tortured and taught. As always, he was late.

"Ah, hello Mr. Parker. At least you are always consistent."

"I try Mrs. Luis."

"I'm sure you do." She finished with a sigh, then continued the interrupted lecture. "So, who here can tell me about the effect of temperature change on enzyme production?" Peter zoned out after the teacher started picking raised hands. He had learned this already. Of course, he had learned about everything in science class already. What's the point of having a favorite subject if you don't know everything about it? He was still failing the class, however, because most of the time he didn't show up. Sometimes duty calls, and he thought that saving lives was more important than relearning a boring matter such as enzyme production. Instead, he wrote feverishly on a filled notebook page, working on a new design for heavy duty webbing he was dying to test and try out. As the bell rang, Peter swiped all the contents of his desk into his weathered bag and put one of the straps over his shoulder. He walked over to Flash's desk, dropped a packet of finished homework in front of him, then hurriedly continued out the door. Apparently, Flash wanted more than just completed work today.

"Where you goin' Parker? You think you're so smart you can't even grace us with your presence?" His goons snickered. Unluckily, Peter was in a good mood. The night before's patrol was smooth and uneventful, only a couple muggers and a robbery. This was unlucky because when Peter was in a good mood, he became extra sassy and the jokes always flowed out smoothly.

"Sorry, I just like having conversations with actually intelligent people, but I guess I can try and talk with you. Hello Flash. School good?" He said the last few phrases over emphasized and slowly, so the primate could understand.

"You think your so hilarious, Parker."

"Well, I've been told I have quite a funny bone in me."
"Oh, we might just have to break that then, won't we guys?" he called back to his goons. Before they could react, however, Peter was out the door and on his way to his third period class. When he was half way there and sure he wasn't being followed, he slowed his run to a walk. He walked into the class, math, and took a seat in the back. The rest of the day went by fast. Boring, but fast. But then the final bell and rang and Peter tried to sneak out without attracting the bully's attention. It didn't work too well. He could understand why he was always the target. He was younger than everyone else in the grade. The only 15 year old senior, but that did not mean they had to be so aggressive towards him. Sure, he had an attitude problem, and sure, he was annoying, but go pick on someone your own size, which Peter certainly wasn't.

"Hey Pete, we didn't get to finish our conversation from earlier. Where did we leave off. Something about breaking something?" The large boy joked with a grin.

"Oh yeah, we were talking about you breaking the record for ugliest kid in America. I was just reminding you that you beat that awhile ago. You should real-" His statement was cut off by him being shoved in the stomach, resulting in him curled in a ball on the ground. The unruly students then continued to kick him, bruising his ribs and face. When they finally decided they were done with him, they walked away laughing. Peter laid there on the grass for a while before slowly placing his hands under him and pushing himself up. He sluggishly rode his skateboard home, wiping the blood off his face everyone in a while so he wouldn't get as many dirty looks. When he arrived home, he was surprised to see his Aunt in the kitchen cooking.

"Aunt May!" He exclaimed, startled. "I thought you were at the hospital working the day shift."

"Yes well, Darcy said that-" The she saw his bloody face. "Oh Peter, what happened!?"

"It's fine, I promise, I just, uh, during lunch I.. I, uh, ran into a door." He saw the disbelief in his Aunt's eyes and hoped she would just humor him. Unfortunately, this was not his day.

"No Peter, I'm sick of the lies. The broken promises. Your father, your Uncle would not support this behavior. Ben wouldn't want this from you Peter. He would be disappointed."

"Well, he's not here." He replied, before he even thought about what he was saying.

"Peter," she said with clear sadness and resentfulness in her eyes. They then turned to anger. "Peter, you're grounded. No leaving the house, no friends, just stay in your room. Come down for dinner and bring it up… I can't be around you right now. Not until your done being distant with me." Normally, Peter would have, should have, apologized, argued, and begged forgiveness from his aunt, but as previously expressed, this was not his day. Instead, he went silently to his room.

A couple of days passed by and he and his Aunt rarely saw or talked to each other. Then, one day, out of the blue, she told Peter that his clothes were ratty and old and they were going to the mall to get new ones. Peter just nodded, grabbed an apple, and headed out to the car. His aunt climbed in and they were on their way. Peter started the conversation.

"Aunt May-"

"No Peter, I don't want to hear it."

"But, you gotta believe me. I'm sorry, Aunt May. It's just, after Gwen-"

"I know Peter, and I gave you space, I gave you time. Until you can promise me you will stop going out and doing these stupid and dangerous things, I will not be able to forgi-" Then Peter's spidey-sense kicked in. A huge truck was heading right for them. He grabbed the wheel to turn them out of it's way, but he was too late. The truck slammed into them and Peter slipped into darkness. His last thought before unconsciousness won over was "I couldn't save her."

Peter woke up to the smell of a Hospital. Hospital's have this weird smell of latex and hand sanitizer. He jolted into attention and looked around. No one else was in the room. In fact, he wasn't even in a hospital room. He was in a waiting room. Then he remembered. His aunt. He had awoken in the car next to her. She was hurt Blood was on her face. He brought her here. He was too late. Foster home. 15 year old Peter Parker- no- Spider Man, was going to a foster home. A lady in a grey pencil skirt and blouse approached him.

"Ok Peter, It's time to go now." Mrs. Granger. That was her name. He just nodded, wanting sleep and time alone. He didn't even remember getting in the car, or walking into the home, or being shown to his room or the other boys. Next thing he knew he was sitting alone at the edge of an unfamiliar bed. A bed he didn't deserve. In a home he didn't deserve. He couldn't save her. Peter grabbed his backpack, went over to the window, and jumped out, heading god knows where. Probably somewhere he deserved. Not somewhere nice like this. Somewhere cold and alone. He walked for what seemed like forever. Eventually, he found a nice, empty ally. He deserved this. He sat down, sliding his back against the rough wall. This was something he deserved. Then he realized he hadn't eaten since a couple nights ago. A couple nights ago when he had dinner with his aunt. His stomach growled, his throat burned and his eyes threatened tears. All he had was his T-shirt, his Spidey suit, and $4 and some pictures. It was November. He shivered. He derived this. Days went by. He didn't notice. He stashed his bag behind an old pizza box and went out as much as he could as Spiderman. If he couldn't save her, you can be sure as hell he was gonna save everyone else. Even if he hadn't ate, slept, or drank anything for what had been about 6 days. He was hungry, tired and thirsty, sure, but most of all, he was cold. He considered going to a homeless shelter, grabbing a jacket and some gloves. If he did that, though, Child Protective Services would be all over him.

One day, he was walking down the street when he noticed a raggedy little girl with an equally raggedy doll. Just as he was about to hand her his only 4 dollars, a man with a weird looking beard bumped into him, knocking him over.

"Oh, sorry kid." He held out a hand to help him up. Peter noticed another man standing next to him, a blond and very strong looking. He looked surprised at his buddy's clumsiness and offered Peter an apologetic smile.

"It's alright" Peter mumbled, but it turned out more like rasp. He took the man's hand, and immediately felt a small piece of paper in it. He got up, and the man grabbed his friend and hurriedly walked away. "Weird" Peter thought, then opened his hand to find a fresh hundred dollar bill. He looked up to the backs of the men and gaped at them.

Steve watched as the boy Tony had knocked over opened his hand, then smiled to himself as the kid stared at the hundred dollar bill. The teenager stood there for a few seconds, getting hit in the shoulders by people passing by, then turned to the small girl he had been looking at before they met. He walked over to her perch by the small street tree, knelt down, said something to the girl, swiped a loose strand of hair behind her ear, and handed her the bill, plus another small wad of money.

"Go buy yourself a new doll."

He didn't deserve it. He deserved to be broke. He was now $104 lighter than he had been before.

Steve heard the girl yell "Thank you mister, thank you!" Cap smiled and turned back to Tony, who had been watching him.

"What are you smiling at?"

"That homeless boy just gave the cash you snuck him to another little homeless girl." He said, astonished. Tony stopped walking and yelled "What!? Where did that kid go." He turned around, looking frantically for the generous boy.

"I don't know, he's probably long gone by now. Come on, we can walk by here tomorrow, see if he's here." He grabbed the billionaires arm and dragged him along.

Peter walked away from the girl as she thanked him. He went right across the street to his alley. He sat down, shivering, too tired, hungry, and cold to be Spiderman. He just wanted to sleep. So he did, even though he didn't deserve it.

"Oh my Gosh! There he is!"

"Really? Where?" Tony pointed across the street and down an alley, where a small figure was huddled. The two men rushed across the street, eager to meet the kid and reward him for his good deed. They approached his shivering sleeping form. "Maybe we should come ba-" Steve started to suggest when Stark went up to the kid and shook him, trying to get him to wake up. HIs eyes shot open.