Hello, Spider-fans. This is my first story so please don't be too hard on me. I know I'm making this my own a bit so I would like to begin my fanfiction writing with this: I DO NOT OWN ANYTHING! THIS IS ALL FROM THE MARVEL UNIVERSE AND I AM MAKING ZERO DOLLARS! I'm simply taking the brilliance of others and adding my own twist. That's all.

Now please enjoy. Review and critique so I know how best to improve.

- Peter Paker

It was finally senior year. The last year of Highschool. I honestly didn't hate Highschool, it actually wasn't all that bad. I always got excellent grades - well, except phys-ed. It really wasn't my cup of tea. It's just that, being five foot-ten inches and only about a hundred and thirty pounds and having no physical talent whatsoever, you tended to be the target of almost every alpha male with a sadistic sense of humor within a ten mile radius. Not only that, it was a waste of time to ask girls out because they would either laugh at you outright or pat you sweetly and say something to the effect of 'we're just friends, Peter. I like you but more like a little brother'.

Truth is, when I was a sophomore, I had zero friends, was the brunt of every prank and joke and was depressed as hell. That was before I met Harry. Harry Osborn was the son of Founder, President and CEO of Oscorp Norman Osborn. He was a rich kid who was in desperate need of help getting his grades up. He was a smart kid, he just didn't always get it the way the teachers explained it. So our friendship started with me tutoring him but we became fast friends pretty quick. I would help him with his grades and he was always willing to shell out money. Not to mention we loved the same things - Star Wars, the local and not-so-local superhero population, terrible horror and sci-fi movies and all that stuff.

Then, in the middle of sophomore year came a new kid to town. Six foot-three inches, black and the coolest guy you could meet - Mile Morales. He was immediately accepted into all sports and was every bit as smart as I was, if not smarter though not in the same ways. I'm more of a math, physics, chemistry smart and he's a literature, history and social studies type smart. I decided I liked him immediately when, on the first day he was there, Flash Thompson and one of his football goons were trying to shove me in a locker. I was putting up a better than usual fight and Miles just walked up and said the lamest thing he possibly could have: "Hey, why don't you guys pick on someone your own sighs?"

Now Brock wasn't as tall or a big as Miles and neither was his buddy. Needless to say, it was nearly a four way fight and I would have wound up with the worst end of it when the coach came by and stopped it. After that, Mile hung out with me and Harry all the time. He and I would help each other with homework, we'd both help Harry and he'd make sure that, if we wanted or needed anything, we had it. We didn't expect him to and sometimes tried to tell him no but he would just laugh and say, "Guys, I lose this much from my jeans taking a nap on the couch on a Saturday afternoon."

"In that case, can I come over and sleep on your couch?" I quipped. Miles lived with his dad, Jefferson Morales. His mom had died in a car accident thanks to a drunk driver when he was really young. His dad was cool too, a veteran in the U.S. Navy with all kinds of cool stories. He repaired all the guns on a cruiser or something like that. My Uncle Ben had been an Air Force airplane mechanic so when Uncle Ben, Aunt May and I had Miles and his pop over for dinner, they shared some interesting stories before watching the game while Miles and I went up stares and talked about Iron Man and Warmachine and all the other superheroes we idolized.

- Miles Morales

I remember during the summer after sophomore year, we all got jobs. Yeah, even Harry. I can't imagine what his dad said but it didn't stop him. Anyhow, Peter and Harry got jobs at Dad's shop. I didn't want to work for Dad on account that I didn't think it would be fair. Instead, I worked delivering pizzas and the other two stocked shelves and ran cash registers. It was a great summer. Junior years was great. Nothing interesting happened - until we learned that the top twenty students in the school would get to visit the Oscorp Corporate Headquarters and Research Facility - which was the coolest thing ever to all of us, even Harry. We all worked extra hard and suddenly, I found that Peter and I were really popular. Even Peter was popular which, and no offense to the guy because he's brilliant and the nicest guy you could meet but, was really not normal. Anyhow, we each had these study groups. I helped with writing, social studies and such while Peter took on the monster subjects - physics, chemistry, math and so on. That was the first time any of the girls in school really looked at Peter for more than a second.

Poor Pete was just this skinny little dude with glasses and the worst fashion sense I've ever seen but it wasn't his fault. Anyhow, the popular girls like Mary Jane Watson, Felecia Hardy, Liz Allan, Debra Whiteman and many others, flocked to him for help in the difficult areas. It was honestly good for his self image because most of them found what Harry and I already knew: Peter Parker is just a great guy, despite his skinniness and his nurdiness. He was raised to be a gentleman by his Uncle and Aunt. Not only that, he wasn't a coward. He had no problem standing up to people, even if it usually got him into trouble with Thompson and his buddies.

Harry did so well on his grades that year that his dad allowed him to have a party. We all went to the Orborn estate and it was incredible. I have never seen so many beautiful women dressed so well in my life. Peter and I were immediately aware that we were so far out of our league. When Mr. Osborn came down from his office, he shook both our hands and personally thanked us. He also gave me and Peter business cards, saying, when it came time for internships, to give him a call. I think Peter was about to swoon.

When Senior year started, there were a lot more people saying hi to him and to me when we walked in. We still hadn't found out who was going to get to go to Oscorp but we weren't bothered. We'd find out soon enough and none of the three of us were all that worried about it. Besides, it was the middle of the school year and we still had to keep up our grades to secure our spot on the roster. Neither Peter or I knew that our lives would change drastically from that visit.