A/N: Hey guys, i just woke up, i went out w/ my mother, and I am exhausted. Hope you enjoy this chapter...


The next morning, Gwen quickly jumped out of bed and went to her vanity and did her makeup and her hair. She opens her closet door and picked out a dress with the top half being white with blue flowers on them and the bottom part being dark navy blue with 5 buttons

Then she picked out a pair of black leathered mid-high heeled boots. Gwen grabbed her bag and ran downstairs. She ate cereal until the bus came up to her home, she enters the bus and sits near the back.

Gwen walked up to her locker and puts in the combination. She grabs her Language Arts textbook as someone behind her suddenly appeared.

"Hi Gwen" Peter greeted, as she turned around in shock.

She gasps and playfully hits his arm, "Don't scare me like that" she said laughing.

They were both laughing, then Gwen finally said something, "Hey, I heard about this new lab where a new biocable is being created at Oscorp, you wanna check it out with me?" she asked

"Sure, that sounds cool" Peter replied smiling at her as if he liked her the way she liked him

Gwen's POV:

I went to my Language Arts class while Peter had Math class. "He is extremely cute", I thought. "His smile is so contagious, and his eyes were attractive even though i couldn't tell from the color, and don't get me started on those kissable lips, woah, snap out of it Gwen, he might not like you but he was just so cute". Our class had a subsitute, Mrs. Rodriguez, who seemed pretty nice and looked like she was in her mid 30's. All we did in class today was to read the books we have picked out in the library.

After school, Gwen was waiting for him at Oscorp. Peter finally arrived, Gwen had the urge to ask why he was late but didn't want to be too pushy.

"Look at this, these species are being made from genetically modified spiders" Gwen said sounding scientific.

"Cool" Peter said, "That is the most non creepyish spider I've seen in my life".

Gwen laughed, she liked the feeling of Peter beside her.

"I'll check out the other exhibits" Gwen said, then she walked away.

Peter was really fascinated about the spiders that he just stayed there and read the description of the spiders. Suddenly, Peter felt something bite him.

"Ow!" Peter said

He looked at the floor to see the spider who had just bit him. It only took Peter a few seconds to know that the one of the spiders had bit him.


The next morning, Peter groaned and picked up his glasses. His vision was completely clear. He also noticed that his muscles are slightly bigger. Peter ran downstairs and ate breakfast still being confused about the thought of him having perfectly clear vision and being more muscular. While he's eating, he shoots a web from his wrist.

"Woah" Peter said, he tries once more and he was fascinated, "Couldn't it have been that spider who bit me?" Peter thought.

Minutes later, he arrived at school. He saw Gwen, she smiled at him with a gentle "Hello"

Gwen's POV:

I saw Peter walking towards me, he looked completely different. Why wasn't he wearing his glasses? Not that i don't mind that he is way more hot then he used to be. I said "Hello" to him and he greeted me back while smiling.

"Hi Gwen" Peter replied

"What happened to you?" I asked

"What do you mean what happened?" Peter said

I was annoyed, he wasn't getting my question, "What happened to your glasses?"

"Oh" Peter said while scratching the back of his neck, "I seemed to have perfect vision without them" he said, not knowing how to explain it

"Oh well, I'm really happy for you" I said, smiling as I saw her him, completely transformed. We both walked off to class together

Peter's POV:

I walked home and as I saw my wrists I saw that my fingers had something on it. Maybe I could climb walls like a spider I thought. I ran to an alley and I climbed one of the walls and before I knew it I was on top of the rooftops. I was in my room and I thought maybe I could make a costume to go with my new abilities. I took out a notebook and a pencil and started sketching ideas. It took me maybe 30 to 40 sketches. I found the perfect colors, blue and red.

Over the next few days, he started saving people's lives and fighting crime. People in the city gave their new savior a name, "Spider-Man". Spider-Man came across a bank where two burglers ran outside with guns and money in their hands.

"Hey!" Spider-Man shouted, "Let go of the money or else"

"Or else what?" one of the burglers said

"This" Spider-Man said as he fought the burglars with punches and kicks that no ordinary human could do

He was truly a hero, "Spider-man"


Gwen had to confess her biggest secret to Peter. She had to tell Peter she has a crush on him. So Gwen calls up her friend Mary Jane

"Hey Gwen!" Mary Jane was always hyper and excited for absolutely no reason at all

"Hi Mary!", she said in a very excited tone

"Why didn't you call me during the summer?", Mary questioned

Gwen shrugged to herself, "I guess I was busy or I just forgotten"

MJ laughed, "Yeah I guess I have too"

"I wanted to call you to ask you something" Gwen asked while shaking nervously

"Shoot" Mary Jane responded

"I met this guy today, his name is Peter P-" Gwen was cut off

"Wait you mean Peter Benjamin Parker?" Mary Jane asked feeling shocked

Gwen was confused, "Yeah, but I'm not sure about his middle name, how did you know?"

"I knew him in second grade, Oh my gosh, he had like, the hugest crush on me and he'd always follow me telling me how much he liked me"

Gwen giggled, "Oh my gosh, really?"

"I'm dead serious, doesn't he have glasses and brown hair?", she asked waiting for an answer

Gwen nodded, "Yeah I'm pretty sure that's him"

"Oh, OK, so he just had a crush on me until I went to a different middle school, that's where I met you!"

"Oh yeah, Hoover right?"

"Yeah that's the one, I was playing basketball when you first talked to me", MJ said smiling to herself

"Yeah, but I really like Peter", Gwen told her friend

"Really?", she said in shock, "You guys would make the cutest couple!"

"That's nice of you Mary, really but I want to tell him I like him"

"Ok maybe I could tell him for y-"

"No! I want to tell him" Gwen interrupted feeling a little embarrassed, she really didn't want to ruin things between her and Peter

"Let me finish Gwen" MJ responded, a little annoyed by Gwen

"Or maybe I could go hang out with you and Peter so you two could talk and stuff like that, I'll also be a great support to you"

"That's a perfect idea Mary! You're the best!"

"Yeah I know" MJ bragged

"Bye" Gwen said

Then the line went dead...


Gwen and MJ decided to walk to school. They met up with Peter, he smiled at MJ.

"Mary Jane?, is that you?" Peter asked. MJ stood there looking at Peter, then Gwen, then at Peter again

"Hi, Peter" she said hugging Peter. It's been 6 years since they saw each other

"You still don't have a crush on me do you?" MJ asked jokingly

"Yeah that wore off a long time ago" Peter replied, he smiled at Gwen

"Well you guys wanna have Lunch with me after class?" MJ asked sounding serious now. Peter and Gwen nodded while the three of them walked off.

At Lunch, MJ and Peter told Gwen how they met in school.

"So we met in th 3rd Grade?"

"No, it was like 2nd Grade" Mary Jane said

"I walked into the classroom, then Peter started staring dreamily at me" MJ said, Peter blushed

"No I wasn't" Peter defensively said

"Oh admit it you were totally checking me out" she said laughing

"Only because you were pretty" Peter said smiling, Gwen laughed

"Oh that's so cute" Gwen said

"It doesn't stop there" MJ said holding her index finger to me

"In 3rd Grade, he got me dead roses" MJ laughed, Gwen was holding in her laughter

Peter grinned, "I was only eight MJ give me a break"

"Anyways, he never saw me again since 5th Grade ended" MJ said, "That was when I first met Gwen" she said now looking at Peter. Gwen smiled and flipped the left side oh her hair as if she was the person-of-honor in her story now

"We went to Hoover Middle School" MJ pointed out, "We met during Mr. Primrose's P.E. class"

"He always had a cap on to hide his shaved head" she said

"So I was playing basketball and Gwen walked up to me and started hanging out, eventually we became friends" she said, Gwen smiled at her best friend

"So have you guys heard of this new Spider-Man?" MJ asked looking at her two friends

"Yeah" Gwen nodded, "He could save me anyday", Gwen blushed

"Ooh looks like someone has a crush on a super hero" said MJ

"Yeah I've heard of him" Peter said

"I've been seeing him every single day on the Daily Bugle" MJ said

"Well we better get to class" Gwen said as both of her friends threw away their lunch

Later That Night

It was raining and Peter saw Gwen walking by herself. He smiled at the sight of her, but suddenly, four guys that seemed to like Gwen started chasing her into an alley. She was surrounded by all of them, one of them took her sweater off. She had a revealing top underneath

"Nice cleavage" one of them teased her, Gwen slapped him

"You're going to regret you ever did that to me" he said pulling out a knife, the three other men holding her down. Just as he was about to stab her the knife was soon caught by a web.

Spider-Man slinged onto the ground when he threw both of the men into two windows in the alley. He webbed the third one, trapping him and fighting him off. As for the last one, was too weak to fight so Spider-Man threw him on the floor

Gwen walked up to him but he took off, "Wait" Gwen said as she looked around for him. He suddenly appeared behind her, hanging upside down.

"You need to be more careful next time" he said as she turned around laughing

"Well it's not like I had a choice" she said smiling at him, "Should I show you how thankful I am for saving my life?" she asked

Gwen started to undo his mask but only up until his lips, she started kissing him

Gwen's POV:

I just had to kiss him, I know I've had crush on Peter but he saved my life why wouldn't I? And he was Spider-Man! As I took his mask halfway down, he had really kissable lips like what Peter had. I started kissing him very passionately, smiling in between kisses. I was making out with him. Soon, after a minute, I stopped kissing him, I rolled his mask back up as he swung back up. I smiled as he left