Disclaimer: I do not own Spider-man, or anything associated with it.

Warning(s):AU. Genderswapping. Possible OOC. Swearing. Adult situations/Themes. Violence/fighting/gore, Superhero business is not for the faint of heart!

I will be going cast-wise with the ASM series, but will try melding in elements from the original Sam Raimi films as well along with some form the comics-mostly because there were some moments int he original three films that I did like quite a bit. I'll also be trying to show some differences for Emma to set her aside from her male counter-part.

Support and feedback is always welcomed and encouraged, as always! Keep story hating and flames to yourself though, nobody wants to get webbed in the

Without further ado, enjoy!


The Morning Of


Albert Einstein once said: "Imagination is everything. It is the preview of life's coming attractions." Emma really wished that were true because if it was maybe she would have something to look forward to when getting out of bed every morning, but she knew better.

Beep! Beep! Beep!

On reflex she reached out from under her covers and smacked the snooze button, turning on her side and facing the wall of her bedroom. She thought that was the end of it… that is, until her aunt May decided to give her a little wake-up call.

"Come on, Emma! Up you get!" She cried through the door with a rapid tap. Aging had been kinder to May than most. For starters, unlike her husband's, not all of May's hair had lost its original color still retaining a deep black hue with a nice wave to it, the small touches of gray that were peeking out near her ears only really being visible when she had it up as she did now. There were a few wrinkles here and there, but all in all Emma would argue she was still pretty good-looking for her age.

"Mmmmmnnnn," came Emma's mumbled response. She burrowed further into her duvet to drown out the noise of aunt May sighing and re-enter the sweet bliss of sleep she had just come out of.

"Honestly, Em" her aunt said in exasperation. Her blue eyes held a tender affection in them only a mother would have-and to Emma, that was exactly what the older woman was to her.

"Mmmmmmnnn," Emma moaned unintelligibly again. She heard her aunt chuckle a bit before feeling a cruel rush of cold air as her cover was snatched up and away from her. Finally she sat up, shielding her eyes when they accidentally burst open being blinded by the sunlight peering in through the blinds.

"What time is it?" She slurred, looking around still half-asleep.

"Time to get up for school, now hurry or you'll miss the bus," aunt May said patiently. The elder woman looked at her niece for a moment, a fond smile flitting across her face while the younger girl yawned and stretched out her arms only to flop back down onto the bed. "Emma Parker, don't make me say it again!" May said donning her stern voice.

"Yes, Ma'am," Emma said cracking an eye open.

"Good, now I want you downstairs in ten minutes. Breakfast is ready, and you know how your uncle Ben gets when he sees a plate of sausages for the taking." Her tone did little to stifle both, her own and Emma's amusement, "lord only knows how that man loves his meat."

"I love you too aunt May!" Emma called once May had left the room.

~/~

"I worry about where that girl's head is sometimes. Twelve years of the same stop and she's still lucky to get there before it's leaving once a month." Aunt May said aloud while setting down the waffles and a bottle of syrup in front of her husband, Ben Parker. The man in his sixties wore his age well, maybe not as well as his wife, but with a full head of gray hair and no notable beer gut hanging over his belt, he figured he had little to complain about. As long as he still had May and Emma, Ben thought he had all he needed.

Still, it didn't stop one of his hands from venturing closer towards the plate of freshly cooked, meaty sausages May had set on the table.

"Benjamin Parker, don't you even think about it!" May scolded with her hands on her hips. "Remember what the doctor said? It's just waffles for you this morning."

"She takes a lot after your sister. A good-hearted girl, just… forgetful sometimes. She'll grow out of it." Ben said in response to his wife's earlier statement, giving up on the sausages for now and looking back down at the morning paper propped up on his lap. "Speaking of...think she remembered what today is?"

~/~

Emma smiled checking herself over in her bathroom mirror. It's not that Emma saw herself as ugly per se, but more so just that she didn't really measure up in terms of today's beauty standards. Emma's hair was a soft brown, like the bark of an oak tree, not dark but simply gentle in any light. Without red or golden hues it reminded her of her favorite childhood teddy bear and was the perfect contrast to her teal sweater – just like dry pebbles before the tide washes in to make them shine. She didn't like wearing contacts too much; always afraid she would poke her own eye out. She threw on a pair of faded, slightly nicked jeans to finish the look before heading for the door.

Bumping her knee in a moment of forgetfulness, prompting a hiss of "damn it!" to escape her lips, she grabbed her thick-framed glasses off the sink. Just as she passed her bedroom window, she paused again chancing a quick glance up and seeing across the yard where a wired fence separated them on ground-level, she saw a boy. Her neighbor, Eddie Brock.

Her heart fluttered a bit, not really able to see him too clearly from such a distance. Still, he was...civil with her, which was more than most at their school. Not to mention he was one of the few to not address her as 'Puny Parker'; which actually made her feel normal for a change.

He talked to her once before, though it was a few years back now. A short and sweet conversation really nothing to brag about, but still she found herself stealing glances whenever she could since then.

At first glance, he was an enigma to her; creating a tingling sensation that reverberated through her entire being like the sound-waves of a two-pronged instrument when hit stirring feelings inside her that truthfully she didn't think she was capable of having. She tilted her head curiously like a bird studying a shiny piece of broken glass; mesmerized by its beauty and rarity watching him eventually move out of her line of sight.

"Emma! Hurry down, Breakfast is getting cold." Uncle Ben called, ripping Emma from her brief moment of silence.

"C-coming!"

Emma hurried down the stairs with a slight bounce in her step before taking her seat at the table, across from her aunt and beside her uncle, sending them both a bright, happy smile. "Thanks for the food aunt May," she said beaming. It was moments like these that Emma secretly liked the best, her and the few people she had left that were precious in her life all sitting around smiling together.

"Emma sweetheart, what were you doing up so late last night?" May asked, a glint of worry shone in her eyes. "I didn't see your light go off until, I think about three in the morning."

Emma looked up with a mouthful of waffles and syrup just starting to drip down her chin; she hastily reached for a napkin not wanting another lecture should any get on her shirt.

"I was brushing up on some of the newest scientific breakthroughs we're gonna be going over on today's field-trip, specifically the ones involving their recombinant DNA and genome mapping departments; they're talking about a possible breakthrough in the denaturation state as well as the annealing phase, and on top of that they've developed some interesting new tech for mapping out the genomes relative to the human body. Did you know they have this cool laser that when used can – "

Emma went on and on, her explanation of all things scientific and great going a little over both her relative's heads, though neither could find the heart to dissuade the young girls enthusiasm.

" – and then I played a little D&D online in one of the chat-rooms, I upgraded my warlock a bit more." Emma finished barely pausing for a breath between bites as she took another forkful of food. Her chewing stalled slightly when she saw the glazed expressions of her aunt and uncle. "Uh, is...something wrong?"

Before either of them could answer a loud honking noise drew Emma's attention towards the front door. "Please tell me that wasn't the bus..." she muttered, hearing the sound of brakes in the distance. She propelled herself up and towards the door, grabbing her backpack off the rack in the process.

"Bye Aunt May, bye Uncle Ben I love you!" The door slammed shut after those words.

Emma ran as fast as her legs would carry her, turning the corner just as the bus started to pull away from the curb. "Crap," she muttered wishing more than anything she had taken that cardio tip from the coach a little more seriously.

"Hey wait! Stop the bus!"

~/~

The bus tires screeched like a dying owl. Eddie almost winced, rubbing his ears in discomfort but keeping his gaze down, scribbling away at a slightly crumpled piece of paper. He didn't even notice when another body slid into the seat beside him, occupying it with a triumphant grin.

"Hey, whatcha workin' on there?" Eddie didn't even bother to look up. Instead heaving a sigh because 1) Math was never his strong suit, and 2) His uncle would probably kick his ass-well, maybe just give another long-winded lecture-if he didn't keep up his grades.

"Homework," he said speaking in clipped tones. "I didn't get a chance to finish it last night."

The boy – Eddie could tell by the familiar sounding voice-let out a groan with his head hitting against the back of the vinyl seat.

"Ah shit, I knew I forgot something..." Eddie's eyes flitted to meet his for a moment before shifting back onto his paper. "Hey Eddie, don't suppose you could-"

"No." Eddie said, blunt as ever.

And just like that, the conversation ended between them, Eddie flashing the other boy a pointed look just for good measure.

"Aw hey dude, check it out!" Flash hollered from the seat behind him, snickering some while he peered out the window. He hit his hand against Eddie's shoulder, his next words barely registering in Eddie's ears "isn't that Parker?"

"No way, she missed the bus again?" Another student groaned.

"Ugh, what a loser!" The girl who had taken the seat beside Flash – Liz Allen, if Eddie remembered her correctly – spoke with a roll of her eyes, following Flash's example along with several others and peering out the windows.

"Look at Puny Parker run!" One of the boys that followed Flash around added, snorting in laughter.

Eddie didn't budge, his eyes flicking up for a split second while pursing his lips. He didn't really care about Parker, but an uncomfortable pang of pity wormed its way into his gut nevertheless. He ignored it, the feeling steadily growing stronger as Flash and the others continued laughing.

Thankfully it was put to rest when a familiar voice carried through the crowd, coming from near the front of the bus, "excuse me I think they said there's a student trying to get on?" The voice was polite yet firm, belonging to one Gwen Stacy; the girl was like a walking personification of Barbie, if Barbie had more personality and better choice in clothing; her hair was so blonde that it was almost white. It fell in a straight line midway down her back, absolutely flat and shining in the bright morning light. Her eyes which she had taken off of the book she was currently reading brought to mind the forget-me-not paint of a cottage door, yet bright, shining as it did under a soft morning light.

"Can you stop the bus please?" Gwen added a moment later when the driver didn't hit the brakes immediately. Even with her father as the chief of police, Gwen herself wasn't someone anyone wanted to mess with, being the captain of the debate team as well as the head of several other major academic and even a few female sports teams.

In the few sparse seconds in which Gwen first mentioned the situation to the driver, Eddie had already left his seat not wanting to deal with such cumbersome events so early in the morning. "Hey," he said giving the driver a tap on the shoulder, "just stop the bus."

Finally the driver relented, and Eddie turned on his heel to go back to his seat. He didn't really respond to Gwen's momentary look of gratitude, nor did he stick around long enough for the panting Emma to stagger on, poking her head up and just missing him.

"S-sorry," Emma rasped sounding truly repentant. "I-I didn't mean to-"

Then the spitballs came, cutting off her words of apology and earning a few quiet snickers from her peers.

From her seat up front Gwen turned, obviously looking for whoever shot them but having no luck.

"Yeah, yeah it's fine Parker. Just take your seat," The driver said. Emma managed a small smile of gratitude despite the others waspish tone, she wasn't going to let it bother her too much today.

Hefting her backpack onto her shoulder, Emma started to make her way towards the back of the bus looking for a seat. Her gaze lingered for a moment longer when Gwen Stacy smiled at her – Chocolate brown meeting cottage blue-offering Emma a tentative, friendly smile. Emma returned it with a shyer one, shuffling along feeling a bit saddened the seat beside Gwen wasn't free.

"Uh excuse me, is that seat-"

The girl whom Emma was speaking to didn't even spare her a glance. She shoved her books down onto the empty seat beside her covering them protectively before poor Emma could even finish and making something inside of Emma wither just a little bit.

"Yeah, didn't think so," Emma said in a voice too quiet to be a whisper. She moved further down, not liking how she was getting closer to where Flash was.

"Um, is this –"

The rather robust boy who had been snacking on something – maybe a doughnut? – in secret reacted quickly, just as Emma noticed the empty seat beside him. He threw his backpack up onto the seat effectively diminishing Emma's hope a little more.

"Okay then, thanks anyway." Emma whispered, her smile turning a bit more strained.

Another refusal to give up the free spot beside them and Emma felt her chest tighten a bit, the fluttering sensation from earlier in the morning coming back only a tad stronger when she looked forward and saw Eddie sitting in the next row of seats. His face no longer obscured by curtains or too much distance, unkempt strands of buttermilk blonde glinting from the light of the sun being complimented by his warm golden-tan skin tone and athletic physique, thankful he wasn't looking directly at her for the moment lest she be paralyzed to the spot.

It was only a few seconds, barely even that really. Still, in the next moment Emma saw his head snap up feeling someone's eyes on him – her eyes -meeting her stare for a fleeting moment; His eyes were as blue as the azure sky, flecked with traces of forest-green. Adjusting her thick-framed glasses she immediately looked away, trying and failing to hide the rising blush on her cheeks as she did so.

Only she missed the foot jutting out suddenly, right up until it collided with her own and sent her crashing face-first on the floor.

Everyone burst out laughing, save for a few – Gwen, Eddie and a certain redhead sitting close to Flash – while poor Emma's glasses went skittering off a good distance away towards the very back of the bus. She suddenly missed her bed, missed her room and most of all – Emma missed her aunt and uncle.

Still, Emma wouldn't give them the satisfaction. So she steeled herself a little, ignoring the slight stinging sensation lingering in her eyes and reaching for her glasses, carefully putting them back on her face just as Flash decided to call out to her.

"Need a little help there, Puny Parker?"The nickname had a few kids snickering quietly again. And Emma couldn't help the flash of anger she felt, why did Flash have to make her life so hard all the time? What did she ever do to him?

"Nope, not at all." she said quickly, mentally patting herself for putting on a brave face and keeping the quiver out of her voice. She stood slowly, seeing a certain blonde from the corner of her eyes and feeling a small little spark of courage from somewhere deep inside. "I could do this all day long."

The smile melted off Flash's face in an instant, Emma's lack of frustration jarring him slightly.

In the end Emma was able to find a seat, one next to the very red-haired girl that was amongst the minority not amused by Flash's antics. She looked familiar to Emma, though she couldn't quite place why.

"Hi," The girl said exuding an air of confidence and spunk Emma had only ever dreamed of possessing. "I'm Mary Jane Watson – MJ for short – and you're...Emma, yeah? Emma Parker?"

Emma stilled for a moment, a bit caught off guard by the sudden introduction. Meanwhile Mary Jane, rather MJ, sat with an expectant look on her face. She was smiling prettily, like one of the supermodels on the commercials during Emma's morning cartoons.

"Uh...y-yeah," she finally said awkwardly grabbing MJ's hand, albeit a little quickly and forceful, almost yanking the other girl some.

MJ's smile faltered, but it was only for a moment. Seeing the other girls brightened face – like someone who had just scored the winning ticket of the lottery – telling her she had made the right call by inviting her to sit; cementing the fact when she introduced herself and started a conversation. She may not have been as smart as know-it-all Gwen Stacy, but...the smaller girl looked like she could use a friend.

'High school's a bitch, after all.' MJ thought, taking a great amount of pleasure in the warning look Flash threw her, asking the silent question, 'what-the-hell-are-you-doing?' Well frankly, after their break-up he was a bit of an arse to her anyway.

"Oh hey," MJ said pointing at something over Emma's shoulder, poking out of Emma's bag from when she fell. Emma followed the other girls line of sight, blushing some when she realized it was her copy of The Lord of the Rings, the hardback edition of course. "I didn't think you'd be into that, a friend of mine told me about it-said it was a good book too-although I'm not too sure I remember..."

MJ took a moment, thinking and trying to recall something. Meanwhile Emma took the lapse in conversation to look over the other girl and couldn't help the small budding of inferiority that stemmed just from looking at her with her scorching and fiery red hair that looked burning to the touch. Orange sunset locks, capturing the light in vibrant ruby hues, flowing in gentle, warm curls of lava to her mid-back. Her eyes were a soft washed out green, like a favorite sweater of Emma's that's been washed too many times.

The girl was beautiful. And though she was a bit ashamed by it, it made Emma wonder why she was risking possible social acceptance by talking to her of all people.

"– Or you know what? Maybe it was that other series-yeah I think it was; the one about angels and warlocks and a bunch of other stuff," MJ droned on oblivious that Emma wasn't even fully listening. It was fine though, as Emma wasn't even aware she had begun talking again. They both were a little... forgetful... not that Emma minded anyway.

"Oh my gosh!" MJ suddenly exclaimed, her hand touching Emma's arm in a moment of excitement. "That reminds me of this one time when my friends and I were heading up to this camp..."

Emma listened, idly wondering if this was how it was for aunt May and uncle Ben when she talked about science; if so, it certainly explained the vacant stares from earlier in the morning.

When Emma suddenly cut in, still smiling with an innocent, "by the way what did you think of the homework assignment?" All conversation from MJ stopped abruptly, her green eyes slowly turning wide with a look of undisguised horror.

"We had homework?"

Emma was glad to have made a new friend somehow but how could MJ possibly think clothes were more important than biology? Or science for that matter? She also didn't understand when MJ muttered something about hating math most of all, math was easy.

~/~

The bus screeched to a halt outside the large, slightly intimidating – in Emma's opinion – brick stoned building that was Midtown High. From her spot beside Emma, MJ let out a soft 'yes!' of triumph having scribbled in the last bit of homework just as they pulled up front, thanks for Emma's assistance that was one less thing she had to worry about! MJ didn't understand all of Emma's explanation on things, only enough to know that she was definitely getting higher than her C average, which was great news to her.

"Emma, I think I love you," MJ joked as they started filing out of their seats to head inside.

Before Emma could respond properly though, Flash made his presence known by slamming into her with an unnecessary amount of force might she add. Emma hit the ground hard, for the second time in a row that day.

"Hey, what's the big idea?" MJ's shout of fury came, all of it directed at a smirking Flash.

"What, not my fault I didn't see her there. She's just so puny," Flash added earning a few snickers from the students behind him. MJ however, was not about to let the issue be dropped so easily, a few of the onlookers whispering how she looked ready to slap someone.

And she probably would have too, were it not for a certain 'puny' girl getting back up and grabbing onto the other girls wrist not wanting someone to get in trouble for her sake.

"It's fine MJ, just leave it for now," she kept her voice low, frowning some because she hadn't seen where her glasses skittered off to this time and now she was without them. Sure, she couldn't see all that well with them, but not having them at all was worse…

"Pinhead!" MJ spat before turning away, not the least bit intimidated by Flash or his status as the star player of their basketball team.

Both girls left, Emma more reluctantly just because of her glasses. Maybe if she asked, they would let her back on to look? Only she wouldn't have to, missing the hand that plucked a pair of thick-framed glasses off the ground before his shoe could smash them in a moment of carelessness.

"Yo Eddie, you comin' or what bro?" Flash yelled hopping off the bus with a smug look of triumph.

"Yeah, I'm coming." Eddie responded, though not nearly as loud as Flash. Taking a moment to look at the pair of thick-framed glasses he almost stepped on remembering the girl they belonged to was that Parker chick.

He recalled the way she stared at him while trying to find a seat. It wasn't for long thankfully, but... she looked so intriguing, reminding him of when he first moved in and overheard what he later learned was the girl living next door shouting something about having seen an angel; she was kind of a dork, but that isn't always a bad thing.

"I'll just put them in the lost and found," he reasoned to himself walking off the bus. "She's bound to find them there."

He walked off towards the office with a sigh.

Unfortunately for Emma, things weren't all that better inside the school for her either. Heading towards the office to see if maybe someone turned in her glasses, she was blocked by a familiar head of beach blonde hair and sneering, glossy pink lips; Liz Allen. Another bane of her existence, albeit a far more vocal one.

"Well, well, if it isn't puny Parker," behind her the two other girls laughed. Emma wasn't in the mood, but she knew better than to try and ignore Liz; that usually ended with Flash doing something earlier in the day to avenge his 'lady friend'.

"Hi Liz," Emma said going for the nice approach again. It never worked.

"Whatever," the other girl said brushing off the greeting. "What was up with you looking at Eddie today?"

"W-what?" 'S-she saw that?'

At that moment Emma wanted to crawl into a dark place and hide, settling for averting her eyes to the floor. She shifted her feet awkwardly, not understanding why Liz sounded so angry when they didn't even talk. "Um, uh th-that was..."

"Um, uh it was a mistake!" Liz snapped, losing the sneer and donning a hateful glare. "What you think just because he has the bad luck of being your neighbor he wants to somehow be your friend?"

The way she said it brought tears to poor Emma's eyes, hiding them by refusing to look up.

"Get a clue, Parker." Liz lowered her voice now seeing that there was a teacher nearby, "You're a freak and you always will be; Eddie's better off without scum like you."

That hit home. More than it should have, leaving Emma rooted to the spot even as the bell rang to signal the start of first period.

"...I'm not a freak." Emma finally said, all alone in the halls. Her voice barely reaching over a whisper, "I'm not."

She continued walking. The day had just started, and Emma was already left feeling like shit, she could only hope things got better once they left for Oscorp.

She had to hurry so she didn't miss the bus.


Even though I did try and describe everyone in terms of looks, I figured just in case here's a roster of who I think would play each character if it were an actual movie:

Emma Parker-Lilly Collins

Eddie Brock-Alex Pettyfer

Gwen Stacy-Emma Stone(I love her!)

Mary Jane(MJ)-Holland Roden

Eugene 'Flash' Thompson-Chris Zylka

Review. Share your thoughts!