A/N: So thank you guys so much for the awesome reviews! If we keep getting reviews like this I'll have to do a chapter or two a week! So if you want to see more keep reviewing! Anyway I just thought I'd give you a cast for this story so you guys could see what I'm seeing when I'm writing so here goes and for every new character I introduce I'll add the actor I envision in the author's note.

Peter Parker- Andrew Garfield

Gwen Stacy- Emma Stone

Harry Osborn- Dane Dehaan

Mary Jane Watson- Shailene Woodley

Norman Osborn- Jon Hamm

Curt Connors- Rhys Ifans

Ben Parker- Martin Sheen

May Parker- Sally Field

Flash Thompson- Chris Zylka

Felicia Hardy- Felicity Jones

Chapter 7

When Peter finally walked up the cool concrete steps it was midnight, his head was pounding and the bump on the back of his neck was burning, his senses were overly hightened so much that it was maddening. He could hear his Aunt and Uncle talking from inside, he noticed the small imperfections in the gold paint of the 36 that marked his door. He started to unlock his door when he heard a small movement from his right, Peter immediately whirled around in a panic.

Mary Jane gave him a look of surprise, but it quickly turned into a flirtatious smirk, "Woah tiger, you're a little late," she said pulling the hem of her denim jacket down.

"O-Oh yeah, yeah I-I was-uh out," Peter said running his hand through his hair and pointing his thumb toward the street.

"Were you on a date?" she asked tilting her head slightly and raising her perfectly shaped eye brows cutely at him.

His cheeks flushed with red and his body temperature rose dramatically, he felt tiny beads of sweat forming at his hairline, "I-uh, no, no I wasn't on a date, I wasn't," he said feeling a nervous smile plaster on his face.

She took big confident steps toward him, the heels of her black leather ankle boots clicking and her fiery red pony tail swaying side to side with every step. When she was inches from him she laid a perfect manicured hand on his surprisingly muscular chest, "Loosen up Peter," she said looking down at the index finger tracing patterns on his pectoral.

Her touch sent a tidal wave of ice water through his veins, he swallowed hard a few times attempting to rid himself of the nervous feeling that was now clouding him. He felt his senses intensify even more, he became aware of every movement, every sound, evrything around him. He tightened his grip around the brass knob on his door, the cold metal molded around his fingers, he quickly turned the dented knob and pushed the door open.

"I-I should get inside m-my aunt is probably worried," he said wiping the sweat from his forehead.

Peter quickly scrambled inside before she could give a response, the pattern she was tracing felt frozen on him. He comically slapped at a few times trying to make the feeling dissipate, but it lingered there. It was like a tinge of guilt fell over him, he and Gwen weren't official, but he felt like he had just betrayed her.

Peter knew his Aunt and Uncle were still awake waiting up for him, because the light from the dining room was still on, he heard their whispers, but they were loud and clear to him. He ran a hand through his hair and when he pulled it back out his fingers were soaked, "Must have been sweating more than I thought,"

He walked in to his Aunt standing by the refrigerator and his Uncle sitting at the table nearly asleep, "Uh-hey, hey, hey sorry I'm late I got-uh," before he could finish his poorly thought out excuse his Aunt cut him off, her eyes squiinting in anger through her thick glasses.

"We were so worried," she said.

"I know, I'm sorry," his apology was cut short as the same annoying ringing returned to his ears, "Watch out!" he exclaimed grabbing at something in the air. Aunt May jumped in surprise, but as she regained her composure she met Peter's gaze, in between his fingers was a small fly trying desperately to wiggle its way free of Peter's small vice.

"That's a fly Peter," Aunt May said in shock.

He stared hard at the fly for another moment before letting it fly free, he nervously shook his hand in the air trying to make the situation disappear. He nervously chewed down on his stubby finger nails and looked around the dining room.

"I'm so sorry I kept you guys up, I'm insensitive, I'm irresponsible, I'm hungry," he said in a husky breathy tone and then he scampered into the fridge. He quickly pulled out a yellow plate that covered multiple pieces of meatloaf covered in plastic wrap, he tore past the plastic and quickly scarfed down a piece of the below average tasting meat. His forehead landed on the cool stainless steel of the fridge as he relished the meat like it was the best thing he had ever tasted.

May and Ben stood in the doorway of the kitchen staring precariously at their Nephew, May turned to her husband worry plaguing her eyes and asked, "Drinking?"

Ben shook his head and looked back at her, "I don't think so," he said pursing his lips in curiosity.

"This is your meatloaf? This beats all other meatloafs," Peter said with a nerdy grin and a mouthful of meat.

May continued to stare at the odd brown haired boy standing in her kitchen, "Something is very wrong," she said.

Ben shook his agreeingly, "Yeah, nobody likes your meatloaf," he said into his wife's ear causing her face to contort with annoyance.

Peter grabbed as much food as he possibly could in his hands and began walking out of the kitchen, as he passed his Aunt and Uncle in the doorway a container slipped from under his chin, May quickly went to try and catch it, but Peter pinned it between his forearm and his bicep.

"I got it," Peter said confidently.

He went up stairs and scarfed down every single thing he held in his hands.

...

The next morning Peter woke to a drenched pillow and a pounding headache, he could hear his heart rapidly thumping in his ears, but soon it slowed and he could hear clattering of pots from down stairs, faint whispers through his closed window, and the faint ticking of a spider walking up one of the walls in his room.

He tried to silence all the sounds, but they just kept coming from different directions, he turned to face one and another one would pull his mind the opposite way, he pulled his white sheets over his head and tried to drown out the intense noises. Then the alarm blared in his ear, that was the last straw for an already annoyed Peter Parker, he coiled the sheets in his fist and tore it off his head, his fist slammed down on top of the clock and it exploded under the pressure.

He stared down at his fist and the broken alarm clock under it in shock, he slowly stood up and started to back toward his bedroom when his hand was tugged back, his stare shifted from the broken clock down to his hand which was glued to the white bed sheet. Peter shook his hand frantically a few times, he gripped the sheet with the other hand and pulled shredding the sheet in two.

"Mother hubbard!" he whispered staring down at the two pieces of sheet stuck to his hands. He shook his hands comically quick one more time before the sheets finally fell off.

Peter stared at his hands slowly moving his eyes back and forth between both.

He nervously scratched the back of his neck and felt the small string hanging from the now mosquito bite sized bump on his neck. Peter fiddled with the delicate string before yanking it out of his neck, he pulled it from out of his shirt and examined it, his facial expression quickly turned to shock when he saw the dead spider hanging from the end of the silk, the same spider from yesterday. He came to the conclusion that he had been trying to avoid since he felt these weird new senses and obvious enhanced strength, the spider had bitten him.

...

When Peter slid down the wood railing of the stairs the smell of fresh coffee and cooking sausage hit his nose like a speeding train. Peter was used to smelling different things in the morning, but this morning was different the smells played with his brain, danced with his senses. He quickly found himself sitting across from his Uncle.

When Ben heard his nephew pull out one of the wooden chairs he quickly set the morning newspaper down, "I'm guessing you weren't out at the hardware store all night huh Pete?" he said

"Oh man, no Uncle Ben I'm sorry," Peter said looking up at the ceiling.

"It's alright, I'll go over there this after noon, if you can fix it after school," Ben said taking a sip from his black coffee.

"Yeah, yeah of course," Peter said quickly.

Peter took his phone out of his pocket noticing that it was later than he thought he quickly slung his bag over his shoulder and rushed toward the door, "I'm going to be late, I'll see you guys tonight!" he exclaimed running out the door.

When he stepped out of the door his ears rung and visions flashed through his mind of the conversation he had with MJ, he quickly turned toward her door. It was silent, unmoving. He shook his head and put his headphones in taking off toward the subway station.

...

When Peter arrived at school he idly strolled to his locker, he was so focussed on the whispered conversations that seemed to scream in his ears even over the blaring music, that he almost failed to notice the eager blonde that had just ran up next to him. He removed both of his head phones to give her his undivided attention.

"Hi," Gwen said a smile playing on her lips.

"Hey," Peter responded removing the dark blue hood from his head.

"So I wanted to talk about yesterday," she said following beside him as they strolled through the hall.

Peter felt nervous, maybe she changed her mind, "Oh, did you-uh, you know-uh, not wan-want to anymore? I-I mean that's totally fine, I just," he stammered out before she cut him off.

"No! No of course I do," she ensured him, "I was just wondering if maybe you wanted to go get coffee after school? I know this great place on 6th, you know if you want,"

Her nervousness was less obvious than his, but it still plagued her just the same. She became bouncy and eager, and she hugged her books tighter to her chest. Peter smiled at the ground as they reached his locker.

"Yeah, yeah I'd love too," he said.

"Great!" she exclaimed pulling out a piece of paper a scribbling something down on it, "Here's my number, you know just in case,"

"Yeah, no of course, I'll-uh shoot you a text soon," he said grabbing the small piece of paper from her hand.

"Meet me at my locker after school? it's just over there," she said pointing at the row of blue lockers behind him.

"I'll be there," Peter responded feeling his confidence start to grow.

"I'll see you then," Gwen said walking away toward her class, but before she got to far she stole a quick glance at Peter who was staring intensely at the piece of paper smiling like an idiot. She liked that she had that effect on someone, it made her feel needed.

Gwen whipped her head back around and smiled profusely as she walked into her class.

He continued to stare down at the paper almost waiting for it to disappear or for himself to wake up, but it was really there, he really had Gwen Stacy's number, but soon his trance was broken by the sound of Harry's voice.

"What was that about?" he asked leaning against the locker next to his and Peter's

"Uh-nothing we just agreed to go get some coffee after school," Peter said starting to turn the small black knob to unlock the locker.

"No way, you wouldn't mind if MJ and I tagged along would you?" Harry asked grabbing a book from the locker.

Peter felt a knot twist in his stomach, his first date with Gwen and Harry wanted to bring the girl that had been all over him last night? Of course he cared! But before he could say anything Harry was already talking again.

"We could all grab some coffee and then head to Oscorp, I'll have the limo take us. Where were you guys thinking of going?" Harry asked.

"I don't know some place on 6th," Peter responded shrugging his shoulders.

"I think I know the place, I'll see you then Pete," Harry said turning and walking toward the stairwell.

"Yeah! No problem," Peter said disappointed. He slammed the locker shut and pulled his hood back over his head. "Great" he thought, "Just great,"