Disclaimer: I don't own Spider-Man nor any other Marvel characters that appear in this fic. All of them belong to the great Stan Lee and other various Marvel writers, who are creative enough to give us these amazing heroes who inspire millions of people worldwide. Thank you Marvel, for giving us these incredible heroes to look up to.

Author's Note: Saw The Amazing Spider-Man 2 the day it came out, and it was awesome! Definitely worth the wait! Right now, it's my favorite Spidey film! Now it makes me want to write an Electro story…but that can wait for a bit. I don't want to rip off the movies too much.

Anyway, next chapter, coming up! Thanks to Jess2708 for reviewing, to monkeinguin, ThatOneGirl32, SPIDEYISAWESOM, cjm112233 and Jess2708 for favoriting, and to Jess2708, SPIDEYISAWESOM, cjm112233, and ThatOneGirl32 for following.


"Are you feeling okay, Peter?" Gwen asked, her expression one of concern.

Peter shook himself out of his thoughts. "Uh, yeah, I'm fine." He said, ignoring the protesting ache in his chest, and prodded a meatball on his tray. "Just…thinking about yesterday."

They were sitting in the cafeteria in their usual spot, far enough away from other tables so that their conversation couldn't be overheard. Gwen sat next to Peter, her blond hair pulled back into a ponytail. Across from them, Ben snorted. "Pete, you were out as soon as we got home yesterday. I had trouble waking you up this morning."

"Give me a break." Peter said wearily. "I was tired-"

"I know, I know." Ben raised his hands in defense. "But seriously, are you okay?"

Peter hesitated. Truth be told, he was still sore from the events yesterday, but he didn't want them to worry about him. But seeing there concerned faces, he knew that he couldn't lie to them. "I'm just really sore," He replied. "It's not everyday you fight a giant lizard."

"Well, it's also kind of rare for someone to have spider powers, too." Ben pointed out, taking a bite out of his bread.

"How did you get those powers, anyway?" Gwen asked, looking at Peter. "You're not like a mutant, right?"

Peter shook his head. "A spider from Oscorp bit me." He replied.

Gwen started laughing, waiting for the others to join in. When they didn't, she stopped and stared. "Wait, you're being serious?" Peter nodded. "Wow…that's the stupidest way to get superpowers I've ever heard." She said, a hint of snark in her tone.

"What, you've heard a lot of superhero origin stories?" Peter asked, giving her an amused look.

Gwen grinned. "Of course. I'm a superhero consultant, you know. Everyone with superpowers comes to me."

"Aww, now I don't feel as special," Peter mock pouted, and Gwen laughed again.

Ben cleared his throat, reminding them that he was still there. "Um, changing the subject…do you know what happened to Doctor Connors, Gwen? We kind of just left him there."

Gwen's face fell somewhat. "Oscorp security took him into custody. I don't know what happened after that," Gwen looked down at her tray, twirling her spaghetti with her fork. "I hope nothing happens to him…he was a really good mentor." Her expression filled with sadness.

"I'm sure he'll be fine," Peter reassured her, even though he had his own reservations of Connors' fate. Doctor Connors was a good man, but Peter doubted that Oscorp would be the type to say, 'Oh, you turned yourself into a giant lizard and caused a lot of property damage, but you can get back to work as soon as you want!'

Gwen smiled at Peter. "Thanks," She said appreciatively. Her hand drifted tentatively to Peter's and squeezed it gently. Peter noticed Ben rolling his eyes as he watched the two of them, but decided against calling him out.

The bell rang, interrupting the moment between the two of them. "Right, time for class." Gwen said, pulling her hand away and standing up. "Well, I'll see you guys later."

"Seeya," Peter said, feeling a small pang in his chest as he watched her walk away.

Ben folded his arms and looked at Peter. "Why don't you ask her out?" He asked.

Peter flushed. "Wha-I-she wouldn't say yes. And why are you asking?"

"Dude, have you seen the two of you together?" Ben said. "It's kind of obvious to everyone you like each other. And her saying no? Yeah, right."

"Why are you encouraging me to ask her out?" Peter asked suspiciously. "I thought you were supposed to go after all the girls."

Ben scowled. "Peter, I'm trying to help you-"

"Well, don't!" Peter stood and began walking away from Ben, not looking back at him. Dumping his tray, he dropped it off and walked out of the cafeteria, fuming. He didn't focus on where his feet were going, and instead just let them go where they wished. The conversation with Ben had set him off, and now he felt too restless to go and sit in class for another three hours. I need to work this off, he thought to himself.

He pushed open the front doors to the school and was just about to walk down the front steps when he realized what he was doing. Wait, what am I thinking?! I can't just skip school! He thought. What would I do for the rest of the day?

Unconsciously, he fingered the neck of his shirt and looked down to see his Spider-Man costume hidden underneath, then glanced towards his backpack. He had brought his web-shooters to school as well and stuffed them into his backpack, even though he didn't really have a reason why. He felt a sudden urge to try swinging through the city with them, even though he had always felt nervous about big heights.

For a few more moments, he struggled with his decision of what to do next. Aunt May would kill him if she found out that he skipped school, and he didn't want to worry Ben or Gwen. But a smaller voice in the back of his head whispered, 'Power and responsibility.'

Making up his mind, he readjusted his backpack, and walked down the steps, heading for the city.


After taking a cab into the city, Peter walked into an alley and quickly climbed up the side of the building to the roof and changed into his costume, snapping his web-shooters onto his wrists before putting his gloves on. After he had gotten home yesterday, he had barely enough energy to alter his gloves so he could have his web-shooters beneath his gloves but still use them. Stuffing his clothes into his backpack, he slung it onto his shoulders and stepped onto the edge of the building. Looking down, he felt his heart start pounding as he realized how far up he really was. Stepping back, he took several breaths in and out, trying to calm himself down. I can do this, he told himself. I can do this. I'm Spider-Man. Swinging from webs should be easy compared to fighting a giant lizard.

Bracing himself, he ran and leapt off the building.

His immediate thought was, Oh God this was a bad idea. He fell through the air, feeling the wind race past his face. Pure terror and adrenaline flooded through him, and he fired a web-line at a building, snagging the side of it. Holding tightly to the web-line, he began to swing through the air, yelling as he barely missed the roof of a taxi. Clenching his teeth together, he let go at the apex of his swing and flew into the air, flailing for a few seconds. He fired another web-line and swung again, his terror now being replaced by elation. For several minutes, he just swung through the city, grinning wildly beneath his mask. This is awesome! He thought as he fired another web-line, yelling with euphoria. I could do this all day!

His thoughts were interrupted by the blaring of sirens below him. Looking down, he saw police cars coming to a halt in front of a bank. As he watched, he saw bullets fly from the bank and hit the police cars, behind which police officers took cover. I guess that's my cue, Peter thought, and he let go of his web-line and fell through the air, firing another web-line just in time to avoid getting splattered on the ground. Swinging quickly, he fired a web-line at the bank and pulled, sending him speeding through the front door.

He flew in and fired two more web-lines up at the ceiling, pulling himself up and landing on the ceiling. Looking up at the ground, he saw a crowd of people sitting on the ground near the service counters, looking terrified. Behind the counter, there was a bank vault with its steel door laying on the ground. Two men stood by the bank's entrance, one wearing a fedora and holding a pistol and lasso, and the other wearing a top hat and dual-wielding pistols in a brown suit.

And they were all staring at Peter.

For a moment, he just stared back, unsure of what to do. C'mon, you're Spider-Man, he reminded himself. Act like it. "What is this, the wild West?" He quipped, looking at the two armed men. "Sorry guys, you're in the wrong century. I can take you to the nearest museum if you want though."

"What the hell is that?!" Dual-Wielder raised both of his pistols and fired at him.

"I don't know, but just shoot it!" Lasso Guy replied, firing his own pistol.

"Hey!" Spider-Man leapt off the ceiling, barely dodging the bullets. "Watch it! This costume just got out of a fight with a giant lizard! I don't want to have to deal with any bullet holes too!" Leaping through the room, he jumped and swung from the pillars, dodging all the gunfire heading towards him. "Seriously, I sewed this thing together." He continued, feeling a bit of satisfaction as he dodged everything the two men threw at him. "I don't want to have to repair it every time I-"

Suddenly, he heard screams behind him. Taking cover behind a pillar, he turned and saw the crowd of people ducking and covering their heads. A guard lay on the ground, gasping as he clutched his stomach, blood slowly seeping from a wound. Peter felt his stomach roll as he watched. I forgot about the people behind me! And now one of them's hurt! How could I do that?! Idiot! Cursing himself, he peeked around the corner, and then pulled back in response to his Spider-Sense, just before a bullet whizzed past his face. No more fooling around, he thought determinedly, and he leapt off the pillar. Firing a web-line, he swung towards the two men and let go of the web, flying towards them. Before they could react, he quickly fired two web shots, snagging their eyes shut. Dual-Wielder dropped his guns and tried tearing the webbing off his eyes, while Lasso Guy lashed out wildly with his whip. Spider-Man leapt over the whip, flipping in mid-air, and launched a split kick in between the two men, smacking them hard in the face. They fell to the ground, unconscious. Spider-Man let out a breath, relaxing a little. Glad that's over, he thought. Though it feels like it's over too soon-

"What the hell?!" A voice yelled from behind him. Spider-Man turned to see two more men standing in front of the open bank vault. One was a lumbering giant of a man standing nearly seven feet tall, his muscles rippling with every move he made. The other, two feet shorter than the giant, was holding bags of money in both his hands, which were enclosed in mechanical gauntlets. The man was dressed in a yellow and maroon outfit, with what appeared to be netting on the yellow parts of the outfit.

"Hey, that guy took out Fancy Dan and Montana!" The giant man exclaimed, glowering at Spider-Man. He cracked his fists menacingly and began to stalk towards Spider-Man.

"Ox, hold up." The other man grabbed the giant by the shirt, trying to hold him back, but the man shrugged him off easily. "Ox, stop! If he took out Fancy Dan and Montana, he's not someone you just try to take on. We gotta be smart about this-"

"Ox, Montana, and Fancy Dan?" Spider-Man cocked his head to the side. "Man, you guys really do belong in the 1800s. And what are you supposed to be?" He addressed the yellow-and-maroon man. "The Quintessential Quilt-Man?"

The man paused for a second, and then dropped the bags of money. "Okay, screw it. Let's kick this guy's ass." He raised his hands and pressed a trigger on his gauntlets. Spider-Man felt his Spider-Sense go off, but before he could react, an electric blast shot out of the man's gauntlets and hit Spider-Man in the chest, sending him flying backwards, crashing into a pillar. Electric shocks coursed through his body for a few seconds, and he gritted his teeth as his back arched in pain. When the shocks subsided, he collapsed to the ground, groaning. Okay, note to self: avoid those shocks. He told himself.

His Spider-Sense went off again, and he quickly rolled to the side to avoid the giant pair of fists slamming into the floor. "Hey, big guy!" Spider-Man said, rolling onto his feet and leaping at Ox, landing on his chest. "So Ox, huh? I'm guessing you didn't get that name for your intelligence."

"Shut up!" Ox swung his arms, trying to hit Spider-Man, but Spider-Man flipped over his arms, and smacked Ox in the back of the head with heel of his foot. Ox fell to the ground and clutched his head, swearing under his breath.

"C'mon, Ox!" Spider-Man leapt onto Ox's back and started flicking the back of his head. "Get up! I haven't filled my daily quota of punching people yet-" His Spider-Sense interrupted his sentence, and he flipped into the air as another electric shock went by. "Oh, look, Quilt-Man decided to join the fight."

"It's not Quilt-Man! It's Shocker!" The costumed man snarled, firing off more electric blasts. Spider-Man barely managed to twist his body to dodge the blasts, and grunted as the blasts exploded part of the pillar it hit, debris flying into his back. He fell to the ground and landed heavily on his side. Spider-Man was about to leap back at the Shocker, but something told him, Just wait.

"You all right, Ox?" The Shocker called to his partner as he stood over Spider-Man. He kept his thumbs on the trigger,

"Rrggh…fine." Ox growled, getting slowly to his feet. "Is he unconscious?" He joined Shocker and stared down at Spider-Man.

Now! "Nope!" Spider-Man yelled, pushing off the ground with his hands and kicking Ox hard in the jaw. Ox's eyes rolled into the back of his head and he fell to the ground with a loud Thud! Shocker swore and aimed his gauntlets, but Spider-Man quickly fired webbing at the trigger, preventing him from firing his weapon. "Look, I'm sorry about the jab with the Quilt-Man stuff, but-" He said, landing on the floor in a crouch, and then let out a short laugh. " Ha! Okay, I'm not sorry. That's way too funny to be sorry about. But seriously, if you want people to call you Shocker, don't wear a quilt. That's just bad taste."

"You-! This isn't a quilt!" Shocker charged at him and tried to punch him. Spider-Man ducked, stepped inside Shocker's guard, and launched an uppercut at him. Shocker flew backward, and landed heavily on Ox's back.

"Well, that's a job well done." Spider-Man swiped his hands together and looked at the crowd of people now looking at him. "You guys okay? No one hurt? No one wearing quilts? If you are, I have to insult you-"

"What the hell were you thinking?!" A man stood from the crowd and stormed at Spider-Man, pointing his finger in Peter's face. He had a thin moustache, with a flat-top haircut, and a incredibly livid face. "You masked menace! You let that guard over there get shot! How dare you act like you're the hero here!"

Beneath his mask, Peter's jaw dropped. "A-Are you kidding me?!" He shouted. "I was helping! I stopped them from robbing the bank! I-"

"You were probably working with them, so you could make yourself look good." The man interrupted, grinding his teeth together. "You might fool other people, but you're sure as heck not fooling me! I know your game plan, and I'm going to expose you for the menace you are." He folded his arms and looked at Spider-Man like he had just proved a point.

Spider-Man took a step back, his incredulity rising. For a few seconds, he couldn't come up with a response. "You…are nuttier than a fruitcake." He finally said. "Go ahead, tell everyone what you think you know about me. No one will take you seriously."

"Wanna bet?" The man smirked in response.

"Freeze!" A voice called out from the entryway. Spider-Man glanced over his shoulder to see police officers holding guns out and pointing them at him, while an older man stood behind them. With a jolt, Spider-Man recognized him as the police captain from the night his uncle died. "You again…" The captain said, frowning at Spider-Man.

Spider-Man hesitated. On the one hand, he wanted to stay and prove the arrogant jerk of a man that he was a hero, and be congratulated by the police. On the other hand, he wasn't very fond of the guns pointed at him. "Well, that's my cue to leave. Officers, you can take care of the cowboys and Mr. Quilt over there." Spider-Man jumped into the air and fired a web-line, swinging out the broken window, despite the police's shouts of protests. For a moment, he considered relenting and going back, but then decided against it. He swung through the air, sending himself into the air, and landing on the side of a building. For a few moments, he simply sat there, clinging to the building and breathed in air.

Once again, sirens snapped him out of his daze, and he looked to see fire trucks barreling down the street to his right. Well, no rest for the hero, he thought, and he leapt off the building, swinging after the fire trucks.