Alright, it's time for chapter 3. Thanks for all the reviews guys. They mean a lot. Thanks for your in depth reviews Sonicshadow1. Okay, I've set the stage and now it's time to add some drama for Peter and Gwen. I may not be able to update in a while because have finals coming up that I need to study for. After that I can write all summer long! Disclaimer I do not own the Spectacular Spiderman. That would be pretty awesome if I did but I don't.

Sand… Sand is made up of rock that has been weathered over time by waves or wind. It's mainly made up of quartz because quartz is a very hard mineral and can't be broken down anymore. So in short, sand is very hard and it would hurt if you were hit by it, so if about three tons of it turned into a fist and sent you flying, it would hurt a lot. Peter was thrown backward and landed heavily against a building. Pain shot up his spine and he let out a shout. He wasn't going to let happen again anytime soon. Peter looked down and saw him, the Sandman. Sandman looked up and gave a wave. "Long time no see, Web head, did you miss me?"

"Yeah Marco, I missed you like a dog misses fleas," Peter said as he back flipped from the indentation in the wall, crouching down.

"Aw Spidey, you're hurting my feelings. We have a history together. We go way back."

"All the history I recall is me kicking your butt," Peter shot back.

Sandman took a step back and considered this for a moment. "I guess you're right. But you know what they say about the future, it isn't set in stone. You can change it and mold it. It's almost like…Sand!" With this Sandman gathered himself up into a sandstorm and launched himself at Peter. As Peter felt Sandman slam into him, he would have never thought his day would turn out like this.

Earlier that Day

Peter actually got to school on time for once and saw Gwen and Harry standing in the bustling hall. "Hey Harry!" Peter called cheerfully as he approached. Harry just looked back at Peter with a look of disgust and walked down the hallway without a word. Peter frowned and looked after him, feeling guilty. Peter turned around and saw Gwen staring right at him. She was giving him The Look.

"Ahh! Why are you giving me The Look? I didn't do anything, honest!" Gwen shook her head

"Peter, Harry wouldn't leave in a big huff if you didn't do anything. Now, what did you say that upset him so much?" Gwen leaned against her locker with her books in her arms.

"I- I didn't really say anything to upset him Gwen." Gwen gave him The Look again. "Okay I never meant to upset him. Harry's really hurting right now and I would be a lousy friend if I upset him on purpose." Killing his father would also make me a lousy friend, Peter thought miserably. Peter sighed sadly. "I just said that I thought Spider-man killing his father must have been an accident. I mean I spend a lot of time around him and I'm sure he would never kill anyone on purpose. Besides it's not like his father was completely innocent." Peter began to get more worked up and waved his arms around. "He went around hurting people and setting up a criminal empire. He had to be stopped. I never meant to kill him."

"What!" Gwen said, her eyes widening in shock as she placed a hand on her locker. "What did you just say?"

"Um… What are you talking about?" Peter said nervously. He began to get the feeling that he had messed up big time.

"You just said that you never meant to kill Harry's father, Gwen said incredulously. Shit, Peter thought. Way to go Parker. How are you going to work you way out of this one?

Peter gave a weak chuckle. "Did I do that? It must have been a slip of the tongue. Wow, am I stupid or what? I could never…" Peter looked down at his watch. "Would you look at the time! Sorry Gwen but I have to get to class." Peter ran down the hallway as fast he could.

"But Peter," Gwen called after him, you're next class is the other way!"

"I'm taking the scenic route!" Peter yelled back. It sure was hard to keep track of multiple identities. No wonder schizophrenic patients have so many problems. It's hard to keep track of everything. Peter came to a stop by the janitor's closet. Things seemed bad for Peter Parker. His best friend wouldn't look at him and Gwen… Well Gwen was a smart girl. Peter was actually surprised that he managed to keep his alter ego a secret from her for this long. That was one of the things Peter admired about her. Gwen was very persistent and would never stop until she solved a problem. Unfortunately this trait would work against Peter. It was only a matter of time.

Perry Atherton sat down in comfortable leather chair and sipped fine wine from a glass. If there was one thing Perry knew, it was style. These Yanks were so run down and had no appreciation for sophistication or the fine arts. Perry sat in a library surrounded by fine paintings and had a roaring fire going in the hearth. This lack of appreciation was very manifest in Sandman. He fidgeted in his chair and it was clear that he was a fish out of water in this setting. Perry sighed. Associating with this sort couldn't be helped now. "Mr. Flint…," he began.

"The name's Sandman," Sandman said irritably.

"Very well then, Sandman, I have come to offer you a proposal. I represent an organization that is hoping to set up a… certain kind of business in New York City and Spider-man could be a problem."

Sandman looked up at this. "So it looks like you need my expertise as an exterminator but what's in it for me? I want to be paid well," Sandman said angrily banging his fist down on a table. The table cracked. "I'm sick and tired of getting the short straw for all my hard work and dedication. I want a big score!"

Perry reached beside his chair and pulled out a large silver briefcase. He undid the locks and opened it. Sandman's jaw dropped open. There had to be thousands and thousands of dollars in it. Sandman gave a large smile. "Now that's what I'm talking about. Finally someone is has learned the proper value of my skills. Not like the Big Man," he grumbled.

"Are you up for it?" Perry asked with a smirk on his lips.

"Beat on Spidey and get paid big bucks for it. It's like two birds with one stone. I'm in. When can I start?"

"You can begin immediately, of course."

Lunch was very quiet and somber. Peter sat at the lunch table awkwardly eating his sandwich with Harry and Gwen. How did he mess up this badly with his two best friends? Peter lifted his head a risked a smile at Gwen as she ate her salad. She looked at him and looked back down without saying a word. Peter turned to Harry and saw that he had watched the exchange. He had a dark look in his eye and gave Peter a look that made him very uncomfortable. Great, this is almost as fun as fun as playing basketball with Doc Oct. Okay got to do something to break the mood. "So… How about the math test? Huh? I thought it was pretty hard, you know with the apothem and everything."

"Shut it Pete," Harry said angrily. "We all know that you aced that math test. Don't pretend you had trouble with it." Harry threw down his fork. "Why does everything always work out for you? Huh? My father, he was always comparing the two of us. 'Harry why can you be more like your friend Peter,' Harry said in a deep monotone Norman Osborn voice. 'He really knows how to apply himself and he'll be going places in this world.' "He was always closer to you than me, his own son," Harry whispered sadly.

Peter shook his head violently. "Harry, don't say that. Your father loved you a lot." In his own very convoluted manner but still, Peter thought.

"No he didn't," Harry said resentfully. "He wished that you were his son since you're so perfect and now he's gone…"

"Harry," Gwen spoke up. "I know that you and your father had certain… issues but I think he really did care about you and wouldn't want you to be miserable. Your father would want you to rise above this tragedy and be a man."

Harry turned to look at Gwen. "What kind of man should I be? My father said he didn't want me to be weak and timid. He wanted me to seize life by the horns and screw the consequences and morals." Harry gave a weak chuckle and looked down at his food. "I guess he wasn't the best role model for me."

"You know," Peter said quietly, "Uncle Ben always said 'with great power comes great responsibility.' I think that is the sort of man a guy should be. He should help others instead of hurting them. Raise them up instead of cutting them down, be kind instead of cruel." Peter paused. "Harry I know that the things that happened haven't changed the fact that you loved your father, but I don't think that your father was the sort of man you should be."

Harry glared at Peter and looked as if he were about to protest but he didn't say anything. He shut his eyes and slowly nodded his head. Harry looked at Peter. His gaze softened for the first time in weeks. "Maybe you're right Peter," he said reluctantly. "Thanks." Peter relaxed and smiled. It seemed like he finally had his best friend back. Now if only he could rid of the guilt for putting Harry though all of this.

The rest of the day went by okay and there seemed to be a sense of normality that had been lacking ever since the death of Norman Osborne. It was almost like old times, the three of them just hanging out. Of course there was still some underlying tension. As they walked down the street Harry put his arm around Gwen. Peter wished that it were him that was holding Gwen. A quick look in Gwen's eyes told him that she was wishing the same thing. Peter sighed. There wasn't anything he could about it. Harry had finally started acting a little like his old self and Peter wouldn't want to jeopardize anything. Gwen was really helping Harry through this.

I already took his father from him, Peter thought guiltily, I can't take his girlfriend also. Gwen and I just have to keep this up a little longer until Harry is completely okay again. It's not like they're going to get married or anything.

"Alright Harry, I'll see you tomorrow," Gwen said as she gave him a kiss on the cheek. Harry smiled.

"You know Gwen I could call the limo to drive you home."

"That's okay Peter said he would walk me home."

The smile vanished from Harry's face in an instant. A scowl replaced it. "Oh he did, did he?" Harry glared at Peter. What now? Peter thought despairingly. "That's strange, the last time I checked I was Gwen's boyfriend. Not you Pete," Harry spat out. Now Peter was very confused. It seemed like Harry was trying to make a claim on Gwen. Maybe since he lost his father, he was trying to hold on to everybody else.

"Harry," Gwen said, "Peter is our friend and I should be able to hang out with him without your permission. I'm not some possession of yours, I'm my own person. If you want a girlfriend you can just order around and treat like an object, go find someone else."

Peter took a step forward. "Harry, I'm your best friend. You can trust me." Harry gave a bitter laugh and looked at Peter with a glint in his eyes. "Sure, Peter. I know how much I can trust you. You would never go behind my back, betray me, or try to hurt me. Oh, no you're much too good a person to do that," He said sarcastically. "So fine, I'll see you guys later." Harry walked down the busy street angrily and disappeared from view.

Betrayed, go behind his back, hurt him, it sounds like he knows that I'm…

"He knows," Gwen said quietly turning to Peter.

Peter jumped back a step. "What? No, no, no. I have no idea what you're talking about. It's all a big misunderstanding. A series of coincidences that I can totally explain," Peter said hurriedly. Gwen shook her head.

"Harry knows that I want to break up with him and be with you."

"Oh," Peter said somewhat relieved. "That's exactly what I was just talking about, absolutely nothing else.

Gwen looked down sadly. "What are we going to do?" Peter reached forward and held her hand.

"Hey just relax. Maybe we're just reading too much into what Harry's saying. He shouldn't know anything about it. Besides you've been fateful." Gwen raised an eyebrow at the last comment.

"Jeez, Peter, You make it sound like Harry and I are married or something." Peter rubbed the back of his neck nervously.

"I was just kidding,' he said.

"Peter?"

"Yes?"

"Since I'm such a loyal and fateful partner, could you let go of my hand?" Peter turned bright red and hastily dropped his hand. He had forgotten that he was stilling holding her hand entirely. Gwen laughed at the look on Peter's face. "It's okay Peter."

"Yeah, Yeah, Gwen," Peter said as he looked into her blue eyes. "I know that we can't be anything more than friends right now, but I want you to know that I really care about you and that I'm sorry that I hurt you so much." Gwen smiled and pulled Peter into a hug.

"Thank you Peter, by the way this is strictly a friendly hug, nothing more." Peter laughed.

"I'll take what I can get for right now. C'mon, I promised I walked you home." Things were far from perfect for Peter but with Gwen walking by his side he felt like nothing could go wrong.

Perry Atherton and Sandman stood on top of building, surveying the New York streets below. "Alright Sandman, you go down their and work your magic and get rid of Spider-man. My employer will be pleased and you will be very well compensated." Perry tapped the silver briefcase containing the money. Sandman looked down the streets with one hand over is head to shield his eyes.

"Hey, I don't see Spidey anywhere. How am I supposed to wail on him if he isn't here?" Perry sighed. Honestly the educational system had to be crap if it produced such an incompetent criminal. I suppose when I retire I could always open a criminal school and teach these blokes some style and wit. Sandman isn't the biggest sand castle on the beach if you know what I mean.

"Spider-man is a hero, right?" Sandman nodded. "The obvious way to lure him out would to be put people in danger. He has a hero complex and can't help himself." Sandman nodded again.

"Alright, I can do that. Make sure you still have my money when I get back." Sandman shifted into sand and fell down towards the streets bringing rubble of many buildings crushing down with him.

Gwen had a walked a little ahead of Peter when his spidey sense went off. "Gwen!" he yelled. Peter ran forward and hand sprung over to Gwen and tackled her. I large chunk of steel and sparking wire stood where Gwen had been a second before. Peter lay on top of Gwen protectively. Gwen was shaking and her breath came in short gasps when she saw the debris. "Peter, you saved my life." Peter blushed.

"Yeah, I guess I did." Peter realized that he was on top of Gwen and his face was inches from her face. He sat up quickly. "Are you all right?"

Gwen nodded. "I'm fine. But how did you that?"

"Do what?"

"That debris came out of nowhere and you saved me without even looking up. How did you move fast and was that spring?" Damn, Peter thought, another compromising situation.

"I um… uh… I take gymnastics secretly and was afraid that you and Harry would laugh at me."

"You take gymnastics?" Gwen said questionably.

"Yes."

"Peter I don't' believe you."

"Gwen I swear that's the truth." Their conversation was cut short when sand particles began to move simultaneously across the streets. They formed into the Sandman wearing his signature striped shirt.

Sandman elevated himself several yards with his sand and shouted "Alright Spidey! I know you're out their. If you don't come out right now things are getting a little… sandy." To prove his point Sandman drove his enlarged fist into several cars and sent them flying.

Peter grabbed Gwen and ran down to a dark alley. "Gwen, stay here. I'm going to go get help." Peter went to run but Gwen caught him by the wrist. Worry filled her eyes.

"Peter, please stay safe and don't do anything stupid," and with that she gave him a kiss on the cheek. Warmth spread all though Peter's body and he felt giddy. Peter ran out the alley and looked back at Gwen.

"Don't worry Gwen, I'll be fine." Peter ran down to another alley. He dropped his things and pulled off his clothes revealing his classic red and blue costume. Peter pulled his mask over his head and he swung off. Don't worry Gwen, what I'm doing might be stupid but I'll try my best not to get hurt, he thought.

Wow! I think this might be my best chapter yet. I had a lot of fun writing it and ideas kept popping into my head. Next chapter is the clash of Sandman and Spider-man. As always please review and let me know what you think. All ideas for the story are welcome. If you don't I'll set my trunk monkey on you. That's right, they have a new trunk monkey that makes you review fan fiction. If you don't know what I'm talking about, look up Trunk Monkey on you tube. R/R!