A/N: Blah blah blah, don't own Marvel or The Spectacular Spiderman if I did I would kill everyone at Disney responsible for their terrible Ultimate Spiderman. Btw, I got all the football guy talk and locker room stuff from my brother so let me know if anything is inaccurate. Enjoy, folks.


'Okay, today is the final day of tryouts, got to make sure Harry gets in' thinks Peter as he makes his way to the field fully dressed in football gear where the others are waiting.

"Alright, Parker, you're up first!" Instructs the coach after going over a quick run play. Peter gives Harry a reassuring smile and makes his way to his position.

"Set, hike!" The QB calls out and Peter sprints from his spot upon the snap to behind the QB who slips him the football. Using his spider-sense as a heads up, he easily dodges and fakes out a few defenders.

"No way…" coughs a baffled Randy as he just misses his tackle to Peter's torso and ends up face down on the dirt. He kneels up on one knee looking back to see Peter headed toward the last defender.

'This is too easy' Peter smirks, secretly enjoying making fools out of the jocks. He runs a few yards and spots "King" Kong towering dead ahead.

'Sigh, I guess this is a good opportunity to make myself look bad' Peter winces as he mentally prepares himself to get smashed by the seemingly 300lb defender.

Meanwhile up at the bleachers:

"I can't believe it, Petey…" Liz Allen stares amazed at her tutor, Peter, as he swiftly makes it past the first defenders much to Sally and Gwen's growing displeasure (Gwen not liking Liz's sudden fixation on Peter).

'But Peter has never been this…athletic' Gwen ponders while admiring Peter's graceful maneuvers.

"Pfft, beginner's luck! Kill him, Kong, show that stupid nerd his place!" yells Sally as she wildly waves around her pon-pons.

Gwen Stacy looks on in fear for her childhood friend as he beelines straight for Kong.

'Why doesn't he go around him?!' she frantically thinks.

"You can do it, Petey!" shouts Liz.

On the field:

"You can do it, Petey!" in a split second Peter glances at the source of the voice to see Liz on her feet looking straight at him with hopeful eyes quickly making him redden at the face.

'SPIDER-SENSE!'

Peter instinctively spins out of the way to the left of Kong's flying tackle, not losing any speed from the change of direction.

*CRASH*

"Ooof…Dammit!" Kong punches the ground while spitting out a bit of grass that made it into his mouth.

'Crap…' Peter jogs into the end-zone realizing he was supposed to botch this play for Harry.

"Looking good, Petey!" Liz waves her pon-pon at him with a large smile. Peter's blood once again rushes to his face making his cheeks beet red, awkwardly returning her wave while walking back to the line.

'Okay, c'mon Peter you just got to mess up the rest of the plays. Who cares if you look bad in front of Liz, she's dating Flash anyway...' Peter glumly recalls.

'No! You have to do this for Harry! You can take on Sandman but fall helpless to a cheerleader's smile?' Peter furiously shakes his head to clear his mind.

"Nice one, Pete…" Harry glares at Peter clearly upset at his unexpected prowess. Peter gives Harry a sheepish smile in return.

"I'm sure you'll do waaay better, Harry" Peter offers.

'Since when could Peter move like that? I can't let him show me up again today, I WONT! This is MY plan! I'm going to climb the social ladder not Peter!'

"Osborn! You're next!" shouts the coach.

Peter watches from the sidelines as Harry and the other tryout, 'Hobbie Brown was it?' Go through the same play, though Flash's crew makes it easy for Brown obviously wanting their buddy on the team. What Peter noticed was that Harry was also displaying skill he never knew he was capable of. 'I guess Harry was secretly training for this…' Soon after, his turn comes back around. 'Okay Peter, here we go. Passing plays, you just got to drop the ball or miss the catch entirely. What can go wrong?'

"Set, Hike!" Flash runs back and waits for Peter to run to the end-zone.

"Let's see Puny Parker catch this one, heh heh" Flash then takes him aim and launches the ball as hard and fast as he can at Peter's head.

"PETEY!"

SPIDER-SENSE

*THUCK*

'Crap! It happened again!' Peter stares at the ball in his hand in horror and looks back to the bleachers where once again Liz is on her feet celebrating his touchdown with Gwen and Gloria next to an upset Sally.

"That son of a-! He's making fun of me!" Flash roared, having seen Peter raise one hand and catches the football an inch from his face. 'ONE HAND! I'll definitely get him next time! It's on Parker!' Swears Flash narrowing his eyes at Peter.

'At this rate I'm going to make it on the team! I have no choice now, I'm screwing the next one up Liz or no Liz' Peter makes it back to the sidelines avoiding eye contact with Harry who is mean mugging him along with Hobbie.

The following thirty minutes goes something like this:

"Go Petey!"

SPIDEY-SENSE

*Catch*

'Woops'

"Next time, Parker!" Flash growls.

"You rock, Petey!"

SPIDEY-SENSE

*Dodge*

'Crud!'

"This isn't over!" Flash stomps on the ground. After a while, Peter starts to have fun momentarily forgetting about Harry and enjoying the attention he is getting from Liz and Gwen. Unfortunately, this really gets to Harry's head.

'Damn you, Peter, you're supposed to be my friend here. I'm not going to be your second string!'

"Set, Hike!" Harry automatically starts running forward without looking back.

'I'll show that back stabbe-'

"Ow!" His train of though is interrupted by a sudden pain to his head. Harry watches in terror as the ball bounces off his helmet and lands on the floor followed by the loud ring of whistle.

"Pay attention, Osborn!" Yells the coach.

'Oh no! Harry!' Peter realizes that with his perfect track record and the team making it easy for Brown, this mistake could be fatal.

"Parker, Sit this one out…" whispers the coach.

"Huh? But…" Peter sputters out.

"Don't worry, son, you're in. I want to see who is going to be your second string." The coach says winking at Peter.

'Aw, just great…I've doomed my best friend…way to go Peter.'

Peter sits on the bench and removes his helmet, watching a Hobbie and Harry beginning to run through several plays.

"At least I can cheer him on." The coach blows the whistle signaling the start of Harry's play. "C'mon, Harry! WOOOO!" cheers Peter.

'Grrrr, look at him! How dare he patronize me!-'

*CRASH!* Peter cringes as Harry is double teamed by Kong and Randy.

"Harry!" Peter runs over to his fallen friend. "Harry, are you alright" Peter offers his hand which to his surprise is smacked away.

"I don't need your pity, Peter!" Frustrated Harry gets up throws his helmet on the floor and walks off the field. "I don't know why I even bothered…"

"Harry, wait! You don't want to do this!" Peter grabs Harry's helmet and holds his arm.

"Let go!" Harry shakes off Peter's hand and marches off.

"OSBORN, DON'T YOU DARE WALK OFF FROM MY FIELD YOU BRAT!" bellows the now angered coach which doesn't faze Harry in the slightest as he continues to walk away. "FINE, DON'T YOU EVER BOTHER TRYING OUT FOR FOOTBALL AGAIN, THE MUSTANG'S DON'T CATER TO TANTRUMS!"

"Hahahaha looks like your boy couldn't hack it, Parker!" Flash and his friends all begin to laugh at Harry's expense. Peter glares at Flash and is about to walk off after Harry when Randy suddenly puts his arm around his shoulder.

"You got a steady set of hands there, Parker. Look forward to working with you, genius." Randy smiles at Peter completely baffling him while Flash huffs at Randy's gesture. Out of the corner of his eye he sees Gwen run off after his best friend.

'I hope you can calm him down, Gwen...I'm definitely getting the look later on.' Peter sullenly thinks.

"Alright, settle down ladies. Here are the results…" They all surround the coach. "Parker, you got the spot with Hobbie as your second string. Congratulations. I expect you both to make all practices and games on time or you will be getting a fate worse than death, am I understood?"

"Yes, sir!" Hobbie and Peter unanimously reply.

"Good, welcome to the Mustangs." The coach smiles at them both. The team starts cheering patting them on the back while Hobbie high fives everyone. Even Peter can't fight off a warm sense of accomplishment as he smiles to himself.

"Guess I finally made a man outta of you, Parker. You better not screw this up you hear me!?" Flash leers at Peter making him roll his eyes.

"I can't believe he got in! It had to be a fluke, he'll infect the whole team! You don't impress me Peter! Hmpf" Sally points at him and takes Randy's arm. "C'mon, let's get out of here before we catch his nerd germs." Making Randy face palm.

"Yeah...yeah, later guys." Randy is led away by Sally with a miserable expression on his face.


Peter slips away to the locker room not wanting or ready to mingle with this crowd at all. He neatly places his gear in his locker and strips down to a towel, heading toward the open showers. On his way he spots Harry's gear carelessly laying on the floor, making him feel terrible. Setting the knobs to warm, he lets the water cascade down on him as he leans his forearm and head on the wall.

'Geez, this was a terrible idea. Now I have to be with those jerks AFTER school. Maybe I did Harry a favor.' Peter runs his hand over his now wet hair and sighs. 'Then again, all I have to do is miss one practice and I'll swiftly get the boot.' Peter's mind wanders back to Harry slapping his hand away. 'I don't need your pity…huh? Yeah it will probably make it worse if I quit right after taking his spot.' He continues to mull over the entire practice session while finally managing to relax under the hot stream.

"Whoa! You got an amazing body, bro!" A seemingly random teammate who's face is obscured by the now formed steam suddenly walks in and takes the shower right next to him. Peter looks around and sure enough it's just them two.

'Really?! Out of all the unoccupied showers?' Peter has never felt so self-conscious in his life, and that was saying something considering all the bullying he put with up to this point. "Um, thanks I guess?" Whereupon, the guy suddenly slaps his ass.

"Good game, man." Peter instantly jumps back a few feet, all Harry related thoughts a thing of the past.

"Dude, What the f-"

"Don't worry, new guy. It's not gay if you say good game. You have much to learn." The guy then starts to nonchalantly soap his ass while whistling the Spectacular Spiderman theme much to Peter's displeasure.

'Note to self, always shower before or after everyone else…' Peter resumes his shower at a very accelerated pace hoping to leave as soon as possible but this guy has other plans.

"So last time I checked, you were a major wimpy geek. What happened? Did you invent some miracle potion or something? Cuz if you did…" the player continues as if nothing happened.

"No! I, um, just hit the gym really hard over the summer, you know? Trying to get that beach body, heh heh…chicks dig muscle…right?" Peter quickly sputters out.

"Yeah but you are totally eff-ing it up, bruh. You need to stop wearing so many layers and more muscle shirts. Show off them abs and chest you got-"

"Okay, all showered up. Gotta go!" Peter all but runs.

"Good talk, man!" The guy's voice echoes after him. Peter dries off and changes into his regular clothes in record time.


'That was easily the weirdest thing to happen to me… screw the radioactive spider and Sandman.' Peter shudders and promptly steps out of the locker room.

"Um, hey Petey…" comes Liz's accented voice as soon as the door closes behind him. Peter nearly jumps and looks to his right where Liz is leaning against the wall demurely glancing at him still in her cheerleader outfit. His recent encounter instantly ground to dust.

"L-Liz, um hey…" He manages to stutter out. They both stay silent for a few seconds not knowing what to say while Peter's heart begins to accelerate.

'Okay calm down, play it cool, Peter. She probably is waiting for Flash, remember? Her freaking boyfriend and your personal tormentor! Slow down stupid heart!'

"Um, if you're waiting for Flash you're wasting your time. I think he left right away…" Peter says looking away while scratching his cheek sheepishly. To his surprise she giggles and steps closer to him.

"I know that, Petey, I just wanted to congratulate you…you know for making the team. You were really spectacular." 'He looks kinda cute with his hair damp…' They both blush when she finishes, Liz quickly looking down at her feet when Peter catches her staring.

'God, she's beautiful…' gapes Peter as the now setting sun gives her an almost ethereal orange hue. "T-thanks Liz, honestly I'd screw it up if it wasn't for your support. You really know how to push a guy past his limits." Peter chuckles at his half-truth leaving out the fact that she involuntarily screwed up his plan.

"Oh stop, Petey…" Liz murmurs.

"Seriously Liz, that was the first time I've ever had a cheerleader…well you know, cheer me on. It felt really good." Liz tugs at the hem of her skirt while shifting embarrassed.

'Did I really have that effect on him? N-no he must be joking. He was probably trying to impress Gwen…' Liz chances a look at him and is surprised to see sincerity in his hazel eyes. Liz Allen has been on the receiving end of many complements from the foot-ball players especially after she became a cheerleader but always for her looks never for the actual cheering portion of it.

'Wait did I just make her blush?' Peter double checks and sure enough Liz is glancing up at Peter while twiddling a strand of her hair, cheeks colored. 'Okay, perhaps this whole football thing will have its perks' Peter thinks as Liz begins to giggle out of nowhere and steps even closer to him the distance now less than a foot apart.

"We'll I'm glad to have been your first." She coyly smiles and opens her mouth again when suddenly Peter's phone blares to life. "Gwen…" Peter mutters missing Liz's sudden sharp glare.

"Sorry, Liz, got to take this. I'll catch you later! Thanks again!" Peter says quickly walking off as he answers to her surprise.

"Bye, Petey!" Liz calls after him. "See you around…" she mutters to herself watching him briskly walk off into the sunset.

"What's up, Gwen?" Peter answers.

"You sound unusually cheerful considering Harry, you know your best friend, is a mess right now." Comes Gwen's snippy voice.

'Oh crap, I completely let it slip my mind for a second...or minute.' Making Peter instantly deflate from his temporary high. "What happened? Did he say anything? I would have gone after him but-"

"You were too busy celebrating with your new friends?" Gwen accuses.

"No! It's not like that Gwen, you know I'm not like that…" Peter sighs frustrated scratching his hair. "It's just…" 'Wait why didn't I go after him…I could have easily shaken off Randy.' Peter recalls Liz's smiling face from the bleachers as well as a few pats to back he received. "I guess the sudden approval caught me off guard…except for Sally and Flash of course, geez they would make a perfect couple." Peter shudders remembering how she rejected him on the first day of class.

"Well, it's just what?" Inquires Gwen.

"Look, Gwen, I'm sorry, it must have been the adrenaline pumping or something. Can you please just tell me what happened?" Peter pleas making Gwen let out a tired breath.

"Alright, Peter, we'll talk about that later. Listen…"

Flashback 20 minutes ago…

Gwen quickly gets up and runs after Harry seeing how fast things escalated on the field.

"I told you those nerds just had beginner's luck. Just one more to go and things will be back to normal." Sneers Sally to Liz and Gloria who quickly roll their eyes.

"Harry!" Gwen quickly follows Harry into the locker.

"What the heck, Gwen! This is the men's locker room!" Harry yells and pushes her out slamming the door in her face.

"Ow! Harry! I was just worried about you! Why did you give up like that?" Gwen huffs beating on the door. Harry groans tossing off his football gear and leans back on the door.

"Leave me alone, Gwen!" 'That's right, you don't need her Pity! She is just going to make you apologize to Peter for giving that show off the cold shoulder, Pfft.'

"Harry, you can't just sulk in the locker room all day!" Harry just holds his head trying to drown out her nagging voice. He opens up his locker and snatches his clothes and his vials of green, quickly downing one. "SHUT UP GWEN! I SAID LEAVE ME THE HELL ALONE! DON'T YOU HAVE PETER TO GO CONGRATULATE?!" his harsh voice making Gwen flinch from the other side of the door. Using the sudden silence he runs out of the back door. Meanwhile, Gwen is outside completely wide-eyed as she hears Harry make his exit.

Flash back end

"I've never seen him act so aggressively, Peter!" Gwen's worried voice stabs Peter in the heart.

'Good going, this is completely my fault…' Peter sighs a little shocked and angry over Harry's behavior and choice of words to Gwen.

"Look, he just needs to blow off some steam; I'll talk to him after he calms down a little." Peter reassures. "He just really had his hopes up on this football thing, it's a guy thing. His pride is hurt its best to leave him alone for today."

"I don't know Peter…I think something else is going on…" Gwen says a little unsure.

"You're thinking too deep into it, Gwen. Relax, I'll take care of it. I promise." Peter says in the best soothing tone he can manage, hating himself for every moment Gwen is upset.

"Okay… just make sure you talk to him." Gwen relents.

"Sure thing, Gwen, leave it to me." Peter perks up a little. 'Okay, so first you secure your date for the formal and then talk to Harry…or the other way around! Priorities, Peter!' "Well then, I'm going to head home now take care Gwen." Peter gently says, ending the conversation.

"Yeah…you too, Pete. Buh-bye." She hangs up. Peter sighs and jogs to an alley and changes to his Spider-man outfit.

"Alright, time for patrol that'll clear my head." He swings off into the setting sun.


The next day…

Peter walks through the halls letting out a big yawn 'Stupid purse snatchers… don't they know I got a curfew?'

"Parker!" Peter stiffens up instantly recognizing Flash's voice. He turns around to see Flash in his usual Mustang long sleeve sizing him up. After a brief stare down he grunts "Now that you're…and I say this very lightly, one of us, you gotta make an effort not to make us look bad. Got it?!" With that he throws an identical medium sized Mustang sweater earning a few stares from a few kids in the hall who immediately start whispering to each other. Needless to say Peter is shocked. "Yeah, yeah I know Parker. Greatest moment of your life, but don't let it get to your head! You're still a rookie! Far from my level!"

"Uh right, Flash. Thanks?" Peter says slowly 'What the? Flash taking care of his team?'

"Hey! We're not on first name basis, its Captain to you 33!" Flash spits out while pointing an accusing finger at Peter.

"33?" Peter responds, confusion clearly written on his face to which Flash face palms in frustration.

"Learn your football, Parker! 33 is your number being a half back and all. Didn't your encyclopedias or whatever teach you that!?"

"Right…" 'I can't believe it…Flash teaching me something?! Note to self, learn the rules and regulations of football…' Peter nods at Flash who lets out an exasperated breath.

"Man that was more painful than I thought. Alright next order of business… the formal, I can't have you show up without a date. It's bad enough we let a nerd slip into our ranks the last thing we need is you making us look stupid." Peter instantly scoffs taking offense to what his "Captain" is getting at.

'Don't worry Flash, you guys look stupid enough without me.'

Flash continues with a sly smirk indicating an evil plan is formulating in his head "If you get on your knees and beg hard enough maybe I'll think about lending you a rally girl but-"

"Shows what you know!" Peter interrupts pointing at Flash the same way he did earlier. "I am almost for sure going with Betty Brant!" Peter proudly states remembering the progress he's made with his boss's pretty secretary earlier this morning.

"Who?"

"Oh, you wouldn't know her. She's 20 and hot!"(A/N: This line cracked me up in the show) Peter states with his hand on his hips. Flash is dumbfounded for a second before he doubles over laughing.

"Oh that's rich, 33! You don't have to make up a girl to impress me, not that its possible. AHAHAHAHA!" Flash holds his stomach while slapping his knee in amusement much to Peter's ire.

"Why don't we settle this with a bet then, Capitan?" To which Flash quickly perks up.

"A bet? You can't even find a girl in this city who wants to put up with you for more than five minutes!"

"Why don't we up the stakes then? Loser wears a cheerleader outfit for Halloween!" The words leave Peter's mouth before he realizes what he just said.

"You're on, Parker! This is gonna be great. Your aunt doesn't count by the way." With that Flash leaves laughing to himself. The bell soon rings prompting Peter to stuff his team sweater in his locker and hurry to class.

'Crap, I was totally going to talk to Harry. Stupid Flash.' Peter puts himself on autopilot throughout his classes not really paying any attention until lunchtime. As soon as the bell rings Peter is out in the hall looking for Harry's odd haircut. 'There he is!' he spots him walking at a hurried pace with his hands in his pockets toward the stairs.

"Petey!" Suddenly his arm is snatched by his Captain's girlfriend, the instant contact of her soft hands make him shiver in pleasure before he can call out to Harry.


Meanwhile with Harry…

"Stupid football team, stupid Peter, stupid Gwen, stupid Dad, stupid Peter, stupid Gloria, stupid Peter hogging all the glory… ugh to hell with them all." He makes it to the empty bathroom and looks himself over in the mirror not liking the pathetic weakling staring back at him with bags under his eyes. "I'll show them…I got everything I need right here." He pulls out another vial of Oscorp's experimental performance enhancer and smiles to himself. He takes off the cap making popping sound and eagerly chugs the green liquid. "Uhhhhh, that's the stuff." He grunts in euphoric bliss feeling the foreign liquid empowering his mind and body as it courses through him. He closes his eyes and revels in the moment swearing he sees white.

"Hey if you're to rub one out, at least do in one of the stalls..." A sudden voice comes from a closed stall killing Harry's sudden high. "And be quiet about it, jeez. I'm trying to concentrate in here."

"GRRR, SHUT THE HELL UP!" Harry swiftly kicks the door to the stall making it slam on the floor off its hinges. The unholy sound of a man dropping a deuce quickly fills the air. Harry quickly puts a hand to his nose and stomps out of the bathroom leaving a horrified teenager sitting on the toilet.

Back to Peter and Liz:


"Hey Liz, what's up?" Peter grins down at Liz quickly letting go of the frustration from losing sight of Harry.

"I actually kept up with lecture today! This isn't as hard as I thought." She smiles sweetly back up at him.

'Really? I don't remember actually going over anything important…' Peter recalls his last tutoring sessions being interrupted by Spider-Man business. "I knew you could do it. You just needed a little motivation that's all, I just pushed you in the right direction." Peter responds with a smile of his own trying not to think about Liz's arms wrapped his as they walk.

"Don't sell yourself short Petey…" Liz trails off as she unconsciously squeezes Peter's arm and notices how hard his muscle is. 'It's completely solid, he's not even flexing like Flash does when we cling onto him' Liz is momentarily stunned except for her soft hand that seemingly with a mind of its own begins to trail up his bicep to his shoulder which is as defined and solid as his arm. She is well on her way onto his chest which she suspects is as built as the rest of him until he releases an involuntary shudder with a suppressed groan.

"L-Liz, what are you doing?" Liz automatically snaps her hand back and looks up to see Peter biting his bottom lip watching her with a mixture of confusion and excitement.

'Oh my god, I completely just felt him up in the hallway! He must think I'm a freak!' Blood rushes to her face as she realizes what she just did. Peter for his part stiffens up still acutely aware of her left hand still firmly in its place on his elbow.

"PARKER! WHAT IN THE HELL DO YOU THINK YOUR DOING?!" Echoes Flash's sudden roar making them jump back from each other and look at the enraged Flash Thompson both wearing identical deer in headlight expressions.

"Fla- I uh mean, Captain, we were just talki- UMFH!" Peter is too shocked from the recent events to pay his spider sense any heed and is quickly pushed up against a locker by Flash. Behind him, Kong and Randy have their arms crossed nodding approvingly.

"I have to give it to ya, Parker, I never would have guessed you had to stones to pull this crap off!" Flash hisses into Peter's face, his eyes containing a fire Peter hasn't seen in him before.

'I can't blame him; I would beat me up me too in his shoes…' Peter morbidly thinks slipping into one of his usual guilt trips.

"Let him go, Flash! You're overreacting!" Comes a pleading Liz who attempts to remove Flash's left arm from Peter's collar only to be gently held back by Randy.

"Stay out of this, Liz! This is between me and him!" Flash yells, making her flinch back in surprise. He then snaps his head back to Peter.

"You really thought you could get away with this, didn't you? Making the team gave you a big head, huh?! Peter Benjamin Parker can do anything now, huh?!" He rears his fist back.

'Since when does he know my middle name?' Peter can't help but idly wonder.

"Wrong! How dare you walk around these halls WITHOUT your Mustang coat?!" Flash continues.

"Wait wha- Ooomph!" Peter takes a clean punch to the solar plexus. Peter grimaces and looks around to see Flash, Kong, and Randy all donning their team coat. 'THAT'S what he's mad about?! Is he serious?'

"Is he serious?" Randy face palms before shooting an accusatory glare toward Liz who quickly brings her hands to her mouth in horror once Peter is hit. However, she makes the mistake of looking slightly relieved once Flash's words register.

"Yeah! You tell him Flash!" Supplements Kong who seems completely satisfied with the spectacle. Randy sighs and looks from Flash to Kong like they're both idiots. Flash suddenly lets go of Peter and watches him slide down the locker. Peter quickly brings his hand to his body and lets out a fake cough feigning injury.

"Look I thought that I should wash it and uh you know play a game first before being worthy of it…?" Peter quickly pulls out of thin air and is happy to see Flash rub his chin as if considering his words.

"Let's get one thing straight, you'll never be worthy of sharing the field with me. Don't ever make a call on your own again, Parker, the jacket on at all times as long as you're a part of this team!" Peter could see several inconveniences with that rule but decides to shrug it off and quickly nods his head. Flash turns to leave cradling the hand he hit Peter with unbeknownst to everyone except Liz. Flash's teammates follow their Captain out but not without Randy shooting Peter one last glare.

'Why don't you fight back, Petey?" Liz is about to help the teen up but halts when she sees a familiar blonde rush over to his side much to the cheerleader's dismay.

"C'mon, hurry up Liz." Flash calls over his shoulder but is met with a very angry Liz who puts her hands on her hips.

"That was completely uncalled for, you jerk!" With that she stomps away from him and his friends.


Peter and Gwen find themselves eating quietly at their usual lunch table minus a Harry Osborn which neither has spotted since Peter's earlier sighting. The pair, both having been occupied by their thoughts, ends up releasing a sigh at the same time. This prompts them both to look at each other making Gwen involuntarily giggle.

"You just can't stay out of trouble, huh Peter?" to which Peter just shrugs his shoulders.

"Who would have thought wearing that stupid team sweater was a rule?" Peter rolls his eyes making Gwen frown.

"You should just quit the team, Peter. The whole thing was Harry's crazy idea anyway and it's got way out of hand. Who knows what other dumb rules they'll come up with in order to harass you." She cuts off his rebuttal by taking his hand in both her own and looking up into his eyes seriously. "Let's just go back to the way things were before…where it was just you and me." Gwen quickly looks away embarrassed realizing what she said and quickly amends. "and uh Harry of course! Once we talk to him…" Peter squeezes Gwen's hand making her look back at him to find a serious expression

"Gwen, look, I can't just quit half way. That kind of submission is exactly what they want; I can't just let them win." Peter says thinking that level of maturity would make Uncle Ben proud.

"Oh, Pete…" The chime of the bell signals the end of lunch break and the pair gets up. "Just don't lose focus on what's important, okay?"

"Yeah, I got it." Peter then leaves.

As Peter walks away he receives a text from Betty Brant alarming him instantly.

'Having coffee with your Aunt May?! Crap!' He breaks into a sprint ignoring the curious glances sent his way.

'Aw man, nothing good can come of this! What's my aunt thinking?' quickly finding an alley he opens up his shirt superman style and changes into his Spidey suit. Spiderman soon web slings his way to the Bugle building's top floor. Unfortunately as the teen sneaks into the building via the janitor's closet, he is momentarily stunned by the booming voice of the Rhino.

"WHERE IS PETER PARKER!?" bellows the gray armored Goliath at Jameson who is currently being suspended by his collar.

Jameson makes eye contact with Peter who decides to...

A) Come out the closet (lol)

B) Wait and see what happens (Same route as the cartoon)


A/N: You decide! I plan to leave a fork at the end of every chapter which will be reviewer dependent. The choices may have a big impact on the story as it goes so choose carefully mwahahaha. Anyway hope you enjoyed the opening act, please let me know what you think. All comments, questions, complaints, suggestions welcome! Thank you! Ciao ; )