Midtown high


Flash returns to school and walks through the corridors, Liz stands in the main corridor speaking with M.J. when she sees him strolling down. She stops talking and drops her books in amazement. Immediately she runs over to him and leaps on him embracing him tightly and kissing him.

"What happened to you, they said you had a car accident, we couldn't see you, we…"

"It's all right, it was only a minor accident, a slight concussion" Flash explains. M.J. and a few others surround Flash and listen to his story.

Liz and Flash have a quick second alone before heading off to class, "Hey Flash, I'm really glad you're ok, I don't know what I would have done if you were hurt?"

Flash looks back down into her eyes, "I know, its made me think about what's important in life, what's important to me… you're important to me!"

Liz's face lights up, "Do you want to go out?" Flash asks her, Liz's smile reaches from ear to ear, "Yeah Flash, I really do!" they embrace as a teacher moves them along to class.

At lunchtime Liz tells M.J. and Gwen all about Flash and her seeing each other, "Hey Gwen, I hope you don't mind but Flash and I are going out, your cool with that yeah?" she asks.

"Yeah, I don't care, Flash and I are so in the past!" Gwen replies through grinding teeth. Liz is oblivious to Gwen's displeasure and returns to Flash sitting on a lunch bench.

M.J. and Gwen go for a walk, M.J. has noticed Gwen's mood and talks with her, "You seem pretty upset about Liz and Flash!"

"No, I mean I broke up with him, why would I care who he dates!" Gwen replies, "Is it him your angry with?" Gwen tries to bite her lip, but she impulsively blurts out, "She couldn't hook up with anyone else? Both of them right in my face, she's always wanted to be like me but this is too much!"

"It's Ok to be jealous Gwen, but don't worry you'll find someone!"

"I'm not jealous!" Gwen insists with arms folded. As she does Peter walks past, "Hey Gwen, hey M.J." he greets them, "Hey Peter!" Gwen responds, "Hey Parker!" M.J. adds.

As Peter passes them M.J. looks across at Gwen, "Peter ha? Someone might have moved on already!" she teases Gwen who gives her a friendly shove and blushes in embarrassment.

Flash sits on the lunch bench studying the passing crowd, writing notes he starts with the football team, Seymour? Sean? he writes down. As he scribbles notes Peter walks past, suddenly Flash has a thought, Peter Parker, could it be him, Flash jots down Peter's name with dot points below it,

- Small kid but nearly strong like me
- ran really fast from gang

Liz puts her arms around Flash and asks, "What are you doing?" Flash responds, "Home work!"

Oscorp Tower


Peter and Harry sit down during their science class and Peter explains to Harry about today's events, "Flash is back at school, he's telling everyone that he was in the accident and had a slight concussion."

"That can't be true, we saw him taken out of that building, didn't we?" Harry asks Peter, "I thought it was him, but it was a long way down and pretty dark, maybe we were wrong, maybe he did get into a car accident?" Peter replies.

"I don't know, that guy looked a lot like flash, they must have realized he wasn't you, and wiped his memories!" Harry continues to explain; "I saw a documentary on people who had their minds wiped by the men in black!"

Peter is confused by Harry's explanation, "If they had there memories wiped, how do they remember it happening?"

Harry stops to think about Peter's question, "Well they didn't really explain that bit… but it was on TV so it must have some truth to it!"

"I'm thinking Flash was in an accident and we're looking too much into this, our imagination got the better of us!"

"Whatever you say Pete, but if you get dissected don't complain to me!" Harry quips back as they continue their work.


During the class Peter catches Gwen's eye as she glances back at him, they exchange smiles. Harry notices these exchanges and nudges Peter, "Seems like she likes you, go up and talk to her."

Peter is embarrassed and tries to continue with his work, Gwen leaves her desk to gather more tools for her practical work, as she does Harry takes Peter's tray of flies and pours them into his own, "Hey Pete, you're out of flies, you better go up to the front and get some more!"

Peter peers into his tray and realizes Harry's plan, "Ok Harry I'm going" Peter replies as he tentatively walks to the front of the class where Gwen awaits access to the classes resources.

"Hey Gwen" Peter quietly greets Gwen, "Hey Peter, how's your experiment going?" Gwen replies.

"Really good thanks, how's yours going, you've got scorpions right?"

"Yeah, we're testing their enhanced strength, it's really interesting how the transgenetic recombination has really changed them!" Gwen tells Peter excitedly.

"You're telling me!" Peter responds, "Our spiders are also showing some huge improvements in strength, speed and agility."

"That's awesome, perhaps we should get our arachnids into the ring and see who wins?" Gwen suggests, "That would be cool, though our spiders are so fast Harry needs to enhance the sensors just to measure them, your scorpion doesn't have a chance!"

"So you've got some amazing spiders there do you Peter?" Gwen asks sarcastically, "There more spectacular than amazing" Peter replies to which Gwen rolls her eyes playfully as she returns to her workstation.

Peter returns to his workstation and Dr Connors stands behind two students and peers over at him. Peter catches Dr. Connors gaze, the Doctor smiles towards Peter and gives a little nod of approval as he looks in Gwen's direction.

As the students leave the building Gwen, Peter and Harry walk together to the waiting curbside, Gwen's mother is waiting, and as Gwen enters the car she turns and tells Peter, "I might need an escort to school tomorrow, if you're interested?" Peter is stunned, he nods his head with a huge smile.

Peter Parker's House


As Uncle Ben arrives home with the boys Peter and Harry quickly run up to his room, "I can't believe Gwen wants me to walk her to school, what do you think this means?" Peter asks impatiently.

"Pete, clearly she wants you to ask her out, tomorrow is the day, no more excuses!"

Peter sits quietly, contemplating what is happening. After a few moments coming to terms with his opportunity he nods, "I'm going to do it, tomorrow!"

During dinner Aunt May notices Peter grinning continuously throughout the meal and his overly happy mood, "Peter, you're in a good mood today, what's made you so happy?"

Harry laughs at this question and sees Peter blushing, Uncle Ben comments, "Is it that blonde girl from Science Academy?" Peter turns red with embarrassment, "No, Uncle leave me alone!"

Harry chimes in, "Gwen is her name, and Peter is going to ask her out tomorrow."

Peter looks at Harry with disgust, "Harry, you're not supposed to talk about that!"

Harry laughs along with Ben at Peter's embarrassment, Aunt May claps her hands with excitement, "Oh that's great Peter, I can't wait to meet her!"

"Well done Peter, she seems like a great girl, with her big" May peers over at Ben, waiting for him to finish, "Brain and personality" Ben cautiously finishes.

"Calm down everyone, she'll probably say no, I haven't even asked her yet!"

"She'll say yes Pete, trust me!" Harry reassures him.

"Of course she'll say yes" Ben adds, "Our Peter is a great catch for any girl, we can't wait to meet her."

Midtown High


The next day at school Peter arrives at Gwen's door before school and knocks, Gwen's father answers in his police uniform.

"Who are you and why are you knocking on my door?" Mr. Stacy asks in a stern voice.

"Ah.. um… my name is Peter, I'm here to pick up… um…" Peter stutters in panic, "So you don't even know why you're here boy? I don't think you…"

"Leave him alone dad, Peter is walking me to school!" Gwen interrupts him as she walks by him and out the door. "Nice to meet you sir" Peter tries to farewell Mr. Stacy as he follows her down the footpath.

Gwen and Peter enjoy their stroll to school, discussing scientific issues and politics, finding that they have many things in common. As they approach the main building of Midtown high Peter stops walking and turns to Gwen, "Ah… um… Gwen" Peter begins to speak but is lost for words. His arms tremble and his palms drip with sweat. Nervousness has overtaken his body and he struggles to get a sentence together.

"Do you want to ask me something Peter?" Gwen asks softly and kindly. She takes his sweaty hand and looks Peter in the eyes.

Come on Peter this is it, just ask her!

"Would you like to go to the movies with me tonight?" Peter finally asks.

"Do you mean as friends, or like a date?" Gwen replies, Peter becomes more uncomfortable, "Ah… friends, of course!" Peter blurts out trying to hide his disappointment.

"That's really unfortunate" Gwen begins then pauses, "As I was really hoping you'd ask me out on a date!"

Peter's face fills with surprise, "Ah… well I could do a date as well" he replies, "Does eight pm sound good?"

"That sounds great Peter, see you then!"

Gwen gives Peter a kiss on the cheek then heads off to the main building; Peter stands on the spot with a smile covering his face. Never in his life has Peter been so happy. He walks off to class and as he does Sean and Seymour stand behind a tree immediately next to Peter looking at each other in disbelief "Gwen is going out with Peter? Flash is not going to be happy!" Sean tells Seymour.


Flash and Liz sit on their usual bench, cuddling and canoodling. Sean and Seymour rush up to them, "You're not gonna believe what we just saw!" Sean blurts out with excitement.

"What's that Sean?" Flash asks, "Parker just asked Gwen out on a date!"

Liz and Flash laugh and mock Peter, "He finally managed to talk to her, who would have thought!" Liz mocks him. Sean and Seymour however don't join in with the laughter, "Is there something else you're not telling us?" Flash asks.

"She said yes" Seymour adds, Flash's face fills with jealousy and anger.

"Well she can date whomever she wants, Flash doesn't care, he's with me now!" Liz proclaims to the two boys who reluctantly agree with her. The bell rings for class and Liz follows Sean and Seymour to class while Flash continues to sit on the bench, taking out his notepad:

- Small kid but nearly strong like me
- ran really fast from gang
- doesn't wear glasses - contacts?

"Are you coming Flash?" Liz asks him, "Just one minute, I need to finish something!" Flash replies as he writes one more note:

- Dating Gwen? mind control?
- Test him out

At lunch time Flash patrols the courtyard shadowed by Sean and Seymour, "Now we gonna find Parker and teach him a lesson, I told him Gwen was off limits!" Flash growls.

Peter sits underneath a tree eating the lunch prepared for him by Aunt May when Flash stands over him. Peter looks up at Flash, "Hey Flash how's it going?"

Flash bends down and pulls Peter up by the scruff of his neck, "I told you to stay away from Gwen you little freak!"

Peter is startled at first but then when Flash throws a punch Peter catches it with his hand. Twisting Flash's hand and arm Peter forces Flash to let go of his shirt and Peter throws him to the ground. Peter walks over to Flash and stands over him, Sean and Seymour approach from either side, attempting to grab Peter but he's too quick for them. Peter steps back and grabs Seymour's arm and belt lifting him up and throwing him into Sean, the two fall over in a heap. Flash sees Peter's strength and ease at disposing of his friends, he stands up and faces Peter, "Ok Parker, time to see what you're really made of!"

Flash charges at Peter who moves slightly out of his path and flips him into the tree, Flash tries to get to his feet but Peter holds him down, placing a hand on his shoulder. Peter then pulls him up and punches Flash in the stomach, "Now how does it feel Flash? How do you like it?" Peter continues to punch him in the stomach as Flash coughs trying to get his breath back.

"Parker!" a voice booms from behind, Peter turns around and sees Mr. Daniels, "My office now!"

Flash slumps beside the tree as Sean and Seymour ask how he is, "I'm OK just need a minute" Flash replies as he pulls out his notepad. He looks down at it and writes down an additional point

Peter Parker?

- Small kid but nearly strong like me
- ran really fast from gang
- doesn't wear glasses - contacts?
- Dating Gwen? mind control?
- Test him out = Really strong, just beat us up EASILY!


Peter sits in Mr. Daniels office being lectured about fighting; he hangs his head low not looking at Mr. Daniels as he yells. Uncle Ben arrives at the front of the principals office and collects Peter, he apologizes to Mr. Daniels then leaves with Peter, his face is full of anger and disappointment.

Mr. Smith enters Mr. Daniels office after the two leave "Mr. Daniels, can I ask about the incident today involving Flash Thompson?"

"Mr. Smith, it was a minor fight, it has happened a lot over the years, nothing to be concerned with"

Mr. Smith walks out to the front of Midtown high to the parked van.

"Get me the footage from the school yard over the last hour!" Smith demands abruptly. The agents in the back of the van review footage until one finds the footage of the fight. All the agents huddle around watching the screen but unfortunately the camera view doesn't show much.

"Don't we have any other cameras in that area?" Smith asks

"Sorry sir there all focused around and in the main building" one of the agents responds. Smith shakes his head and leaves the van heading back to class.

Peter Parker's House


During the car trip home Ben doesn't speak a single word to Peter. Ben's disappointment is clear, so is his anger. As the two enter the house Peter begins to walk up to his room when Ben stops him, "Peter, we have to talk!"

"Uncle Ben I just…"

"Peter I need you to listen to me" Ben takes a long pause, "I know things have been hard for you at school, I remember the changes you go through as a teenager, you become stronger and feel invincible."

"You don't know the types of changes I'm going through!"

"That's what every teenager thinks, but what you need to realize is as you grow and change into a man, you also need to bare the responsibilities of a man."

"I have, I'm taking control of my life like you told me, I'm taking the power back into my own hands!"

"And that's great Peter, but when you take back that power you also have to use it in a right way."

"Right way, I did use it in a right way, I defended myself like you told me!"

"Peter, what I heard wasn't defense, it was bullying!"

"It was payback… no it was retribution!" Peter scowls at Ben with anger.

"Peter just because you have the power to do something, doesn't mean you should, with great power comes great responsibility!"

"I am responsible!" Peter fires back angrily.

"No Peter you're not!" Ben yells in anger. Peter is startled by Ben's outburst; he's never heard Ben yell in anger. Peter turns and rushes up to his room, "You're grounded!" Ben yells back after him.


Peter lays in bed angry with his uncle, I just defended myself, its Flash's fault not mine, I can't believe I tried to help that bonehead.

Peter hears his phone vibrate and sees a message from Gwen

[I heard you got suspended, are you ok?]

Peter smiles as he sees the text, [yeah I'm ok, just a couple days off :-)]

[So I guess we aren't meeting tonight for the movies?] Peter stares at the message and contemplates what to do, [No we're still on, see you at 7]

Peter stays in his room the whole afternoon until it gets close to seven. Peter then sneaks out his bedroom to check that his Aunt and Uncle are busy watching TV and he sneaks out his bedroom window, and heads to the cinemas.

Forest Hills


On the way to the cinemas Peter notices a man in a breaking into a car. Peter stops for a moment and stares at him, Should I do something, call the police? The car thief looks up and stares directly at Peter, "What are you looking at kid?" he asks.

Peter looks down at his watch and realizes he's running late, he continues on his way and forgets about the man. Peter jogs down the street to make the cinema in time.

Gwen is waiting out the front of the cinema; she looks quite annoyed, as she has been waiting for Peter.

"Hey Gwen, sorry I'm late, had some trouble getting out."

"I'm surprised you could make it, I thought you'd be grounded for sure!"

"Well I kinda am, but don't worry about that, lets see this movie!"

Gwen is slightly unnerved by Peter's admission, "So what are we watching Peter?"

"It's a comic book movie, well it's a reboot of a older comic book movie," Peter tells Gwen excitedly as they enter the movies.

Peter Parker's house


Uncle Ben sits down watching his beloved New York Yankees on TV when May approaches him, "I think you should talk to Peter, you need to sort this out Ben" May interrupts him.

"May it's game four of the World Series, I'm watching the game!" Ben replies annoyed by the interruption.

"Ben, this is more important than a sports game!" she angrily tells him, "Now go up there, apologize for yelling, and speak with him!" she stands in front of the TV blocking his view.

Uncle Ben reluctantly goes upstairs and knocks on Peter's door but he hears no answer. He then opens the door and calls for Peter but he's nowhere to be seen. Ben rushes down the stairs, angrier than ever.

"That boy, he's snuck out of the house, I'm going to give it to him now!" He tells May as he storms out the house, "Ben wait a minute!" but Ben is already storming out to his car.

Forest Hills


Peter and Gwen emerge from the cinemas, "So what did you think of the movie?" Peter asks, "Um, it was alright, but some parts of it didn't really makes sense."

"Yeah, I know what you mean, its just a money maker for the studio it could have been so much better!" Peter remarks with a slight hint of disappointment.

As Peter walks Gwen home they talk about growing up in Forest Hills, Peter mentions the seventh grade science fair where he built a model showing how dinosaurs were fossilized.

"That's funny Peter, I had an entry in that fair as well" Gwen remarks.

"I remember, it was a model showing the greenhouse effect, it was great!" Peter recalls enthusiastically. Gwen smiles, almost blushing, "I can't believe you remember that Peter, I won an award for that she proclaims proudly.

"Yeah I remember, it was so great our house changed how we did everything, from turning off lights to recycling."

Gwen is beside herself, "You did that because of me?" Gwen asks.

"Well I did it because I didn't want the world to end, but yeah it was because of you."

Gwen stops walking as she's overcome with affection for Peter, he sees her for who she really is, she realizes this and leans over and kisses Peter passionately on the lips. Peter freezes and doesn't kiss her back, he stands stunned, eyes wide open.

Gwen lets Peter go and looks up, "That's my house, thanks Peter I had a great night, see you tomorrow."

Peter can't believe what's just happened he walks home with a skip in his step, overjoyed, swinging on light poles. He turns around the corner to his street thinking, I can't believe Gwen kissed me, my first kiss.

Peter approaches his house and notices a police car out the front, he runs to the house and bursts through the front door where a police officer is speaking with Aunt May who sits on the couch.

"What's going on, what's happened?" Peter asks frantically, "Where's Uncle Ben?"

"Son, I'm sorry to inform you that your Uncle has been shot!"