A/N: hiya everyone! :D apologies for the late update again. Thanks for all the reviews/faves/follows! :3 Hope you enjoy this chapter!

Disclaimer: Ultimate Spider-man? Not mine :P just the plot :3

Chapter 3

"Peter Benjamin Parker! You're going to be late!"

Peter barreled down the stairs, pulling his navy blue sweatshirt over his head and shoved his hands into his pockets. "Mornin', Aunt May! No time, I'll get breakfast at school! Bye!" He shouted as he ran out the door, his backpack slung over one shoulder.

Hastily making his way down the street, the teen glanced back at his house. The porch was empty, no sign of a worried relative watching him leave. In fact, in the early hour that it was, there was little activity occurring in the streets on the outskirts of the city.

The sky was a clean slate of gray, yet not a drop of water fell. Sheer sheets of ice frosted the roads and sidewalks. Peter's breath came out in small white puffs of air. He shivered and pulled his hood up when his face and ears began to feel numb.

The brunet glanced around one last time before pulling his hands out of his sweatshirt pockets. He stared down at them. Just as he hoped, his hands looked normal. His skin was fair with calloused finger pads—being a hero didn't mean you had soft, baby hands—and his knuckles had the remains of old and fresh scars. Possibly from punching out glass or metal or enemies in general. The web-shooters rested on his wrists like they should.

There were no traces of the sticky web-like substance coating them earlier. Removing it was like peeling off thin layers of rubber plastered to his skin.

The boy shivered at the small memory. Slipping his hands back into his pockets he pressed forward and shoved the thoughts to the back of his mind to be dealt with later.

Peter was instantly greeted with the masses of passing faces when he stepped through his school's front doors. There were no signs of his friends yet. The teen pulled his hood off and ran a hand through his hair which was matted from bedhead. Hearing the last-minute bell ring, he quickened his pace down the halls. The sight he found near his locker made the him swear colorfully under his breath.

Flash and his buddies were crowded around the whole row of lockers, including Peter's. Flash didn't seem to notice the much shorter teen approaching and continued to talk to the other jocks. When Peter walked over he was facing Flash's back, which was part of the other teens' circle blockade. "Hey, Flash," Peter said. "Flash? ….Flash?"

As much as the teen tried, the blonde didn't seem to hear a word and continued to blab at an obnoxious level of loudness. The brunet rolled his eyes, having had enough of being ignored and rose his voice to a shout over the crowded hall's noise. "HEY, FLASH!"

Flash whipped around with a snarl on his face. His lips curled back, baring his teeth like a rabid dog's as he growled, "What, Parker? Got a problem?"

Peter's ice blue eyes stared up at Flash's green ones. Even with the anger bubbling up in his chest, the hero spoke in an even tone. "Yeah. My problem is your obnoxious bullshit that happens here twenty four-seven."

There was a collection of murmurs from the clusters of students gathering to watch. Peter didn't break his glare while Flash took a step closer to get in his face. Peter knew the guy just loved the spotlight from the scene he was causing.

"What'd you say, Parker?" the blonde snarled out.

Stop it. He's not worth it. Be the bigger person, Peter told himself.

"Nothin'," he said quietly in a less venomous tone. "Just let me get to my locker."

Flash chuckled. "That's what I thought. You're such a load of crap, Parker," he said and his group of followers guffawed.

What are you doing?! Fight BACK! He embarrassed you...hissed a voice in his mind.

No, that won't solve anything. Just ignore him. Ignore them all, another answered.

He deserves it! Make him PAY!

Peter grit his teeth and balled his hands into fists at his sides. As Flash turned, the words came tumbling out of his mouth before he could stop them.

"It could be worse," he said. "I could've been a complete attention whore like you."

Flash's nostrils flared like a bull's. "You little son of a bitch!" he shouted and swung at Peter. The jock's fist connected with the brunet's cheek and caused Peter smack his head on the floor's linoleum when he fell. Flash was there in less than a second, landing punches to Parker's face like it was his job.

Peter's vision blurred. He could feel his face swelling up, his left eye half closed. He smashed his right fist into Flash's face. He watched in satisfaction as the blonde's eyebrow split and gushed blood down the side of his face.

Girls shrieked and backed out of the two teen's ways as they punched and kicked out on the ground while boys cheered on the their fights. Another swing and Flash's nose was swelling up and bent at an odd angle from the break Peter's knuckles caused. The brunet kneed the jock in the ribs, heard bones crack, and shoved him off.

The blue eyed boy sat up with a groan. Everything hurt. He could feel bruises forming all over.

"Peter! Jesus, man," Harry exclaimed, trying to push himself past the crowds of students. Flash's friends were pulling him off the floor. He didn't look to great either.

The young genius climbed to his feet and felt the room sway. Pain roared up in his chest. Before he knew it he was racing down the hallway, hearing Principle Coulson somewhere behind him and seeing the shocked faces of Danny, Sam, Luke and Ava.

Peter burst through the empty boy's bathroom doors and flew to the nearest sink. He spat and spluttered, red liquid splashing into the porcelain sink past his cracked lips. His whole mouth tasted of copper and salt. Peter clawed at the collar of his sweatshirt, feeling choked by it while he gagged on the blood flooding his mouth. The teen heaved again and more crimson fell.

When it seemed to be finally over, the hero stood gasping at the sink, hands supporting him up on both sides of the counter. His breaths were haggard and wet sounding. Chills crawled up his spine and more blossoms of pain welled up in his chest. Peter rubbed the blood off the corners of his lips with his sleeve and took a look in the mirror.

He winced. There was no hiding any of this from Aunt May. His left eye was turning a horrible dark purple, his lips split and a dark forming bruise on his jawline.

At least I won.

"No, I didn't. Nobody won," he grumbled to himself. Turning on the cold tap, he let the pool of blood wash down the now pink tinted sink.

"What the hell was that?" Principle Coulson demanded. The man was seated behind his desk with a scowl on his face. "You're a great kid, Peter. But want to explain why you suddenly lashed out like that?"

The two were seated in the principle's office. Flash had been sent back to the nurse after receiving a separate talk with Coulson. Looking down at his wrists again, the brunet's shoulders slumped seeing the broken web-shooters still wrapped around his arms.

Damn that idiot...

But the web-shooters didn't hog the teen's full attention. Peter had an icepack pressed to his black-eye. His jaw, chest and everywhere else felt sore with fresh bruises. Sitting in his chair, he didn't shuffle his feet uncertainly like he used to. "Thompson started it. It's not like I don't have the right to stand up for myself once in a while," he muttered, glaring down at the ground.

"Don't try to act completely innocent in this. You were antagonizing Flash," the undercover S.H.I.E.L.D. agent accused. Coulson had that godawful reprimanding tone in his voice that he always slipped into when he was in "principle mode." The teen knew the man was right, but did he have to sound like such an ass about it?

Bruises...All that bastard got was BRUISES. He wasn't the one coughing up blood in the bathroom! a snide part of his mind roared internally.

"No, you're..." he strayed from his train of thought mid-sentence.

Coulson's wrong. Thompson deserved it...he thought darkly.

That doesn't mean anything, revenge isn't the answer. It doesn't solve my problems, he tried to convince himself.

How so? Your problem's Flash, isn't it? You stopped him from walking all over you, and where is he now?

Getting his face stitched up because of what I did...

You mean he's out of your way...

Peter bolted upright from where he sat, the icepack slipping from his hand and landing on the ground. "Stop it!"

"Peter?" Coulson said, rising from his chair. "Calm down-"

I'm a hero, damn it! I'm the one risking my life!

"No! No, I won't," the teen snapped. "How could you side with Flash? How could you even stand listening to him at all?!"

Does protecting everyone else mean I have to exclude myself, even just for the ONE time I stand up to Flash? Bullshit!

His fists were clenched so tightly his knuckles turned white. Peter gritted his teeth when he saw Coulson's mask of concern turn to anger. Peter didn't care. He didn't want to hear the man's drivel. Snapping off the web-shooters, Peter tossed them onto the principle's desk before the man could open his mouth. "Save it. I don't want to hear it."

Peter turned on his heel and crossed the office to the door. The teen's hand curled around the doorknob. A scowl was set into his features, though he didn't look over his shoulder as he spoke. "They're broken. You can thank Flash for that if ya like. Don't expect me at training later."

The sound of the office door slamming reverberated through the empty halls as the teen stormed out of the school and into the rumbling, thundercloud covered sky. When his sneaker clad feet touched the sidewalk's pavement, he couldn't quite pin down the small new feeling in his chest as a small smirk played on his lips.

What, no one to stop me?

A/N: sooo...what did you think of the fight scene? I've really wanted to write a fight between Flash and Peter for awhile now, so here it is lol. Questions/reviews would be great :3