-Midtown High-

Everyone who was there was having a great time at the Homecoming dance, even the Titans who were taking the night off. All of the guys at the dance were glaring at Dick who was with Kori that night. As Victor watched Garfield hit on every pretty girl at the dance and fail. Rachel stood by the wall and watch everything happen. All the girls were glaring at her, as Frank was standing by her.

"You don't have to be here." said Rachel.

"Nonsense." He said with a smile, "It's like the only thing everyone was talking, I have to see what the big deal was. Don't worry about the girls, they won't do anything to you."

"I don't care about them. And I can take care of myself."

"Of course you can." Frank extends his hand out to her and lightly bows to her, "care to dance?" Rachel was hesitant about it, but she didn't show it. She shrugs her shoulders and takes his hand and follows him to the dance floor. The girls around them glared at her, but she didn't paid any attention to them. To her they can have Frank. To her he wasn't all that special, just a angry kid with a gun pulling a facade on everyone. She hears a door opening and saw a group of students stopping what they were doing and their jaws dropping. Dick and Kori were the first to approach the two.

"Peter it is so good to see you again!" said Kori as she gave him a giant hug.

"It...ithasbeenonlyfewhours...you'rekillingme." said Peter. Kori lets him go and notices Mary Jane, and she analyzes her very closely.

"Uhh hi, I'm Mary Jane. You must be Kori right?" Kori refocuses herself after analyzing her closely.

"Yes! I am overjoyed that you know who I am."

"Yeah, Peter told me all about you and everyone else from Jump City. Is it true that there was like a giant demon attack?"

"Yeah there was," said Dick, "There are supervillains in the city that commit crime everyday, that is fine. But that demon attack was the final straw."

"Makes sense, and you must be Dick right?" Dick nods and shakes her hand. As the four conversed, Garfield was still in shock, as Victor walked to his side as he was eating food.

"That's just not fair!" exclaimed Garfield.

"What is?" asked Victor as he stuffed a giant chicken leg in his mouth.

"He didn't even want to come tonight, and yet he still got a hottie!?" Raven overhears this and saw Peter and MJ together. Her heart felt like it was sinking, and to her no one existed except for the three of them, and she was not under the same spotlight with Peter.

"He did want to come. Just not with me." She runs off leaving Frank confused and glared at Peter, as the rest of the Titans got to know MJ.

-Elsewhere-

Harry was in his limo, staring out the window and looked at darkness that was around them. He kept scanning the area for any traces or signs of danger.

"Is everything alright Mr. Osborn?" asked his driver.

"Yeah kind of, I prefer to stay home where it is safe."

"You heard what Detective Knight said, being cooped up in the house is not good for you. Besides you were the one who refused to put into the witness protection."

"Can't trust the NYPD, with the Kingpin still out there paying off the police, I'm not safe anywhere." The limo stops at a light. Harry thinks about what happened last time Kingpin went after him. He put his entire school in danger. He also remembered the Titans and Spider-man saving him. He also remembered Spider-man's identity. The man behind his father's murder was his best friend. Thinking about it made his face feel hot, heart beating fast, and blood boiling. He hasn't spoken to him since that day. His trail of thought was cut short as the limo gets speared to the side by another car. The driver gets out of the car first, and Harry sees him get gunned down, and gets out from the other side of the limo. Harry kept his head down and ran as fast as he could. He had to find help, help that has not been tainted by the Kingpin. There was only one person he could think of who can help him. As he ran, he pulls out his phone and starts dialing the number.

"Hello?" said Aunt May.

"Aunt May? Isn't this Peter's phone!? Where's Peter!?" said Harry as he was panting.

"Everything okay Harry? Where are you?" asked Aunt May

"Yes I'm fine! Where is Peter!?" He tried his best to hide his fear, so he didn't have to make Aunt May worried. He was doing a bad job at it, but he is trying.

"He should at the school dance. What is going on?"

"Nothing. Thank You." he hangs up the phone and sneaks off to a nearby cab. "Midtown High and STEP ON IT, I'LL PAY EXTRA!" The cab driver didn't think twice and floored it. Aunt May didn't like Harry's tone of voice and knew he was in danger. She quickly got her coat and got into her car and drove to Midtown High.

-Midtown High-

Peter and MJ spent most of their time together explaining to everyone about the two of them together. Everyone was talking about how good the two looked together, and how they always knew they would be together.

"Yo Flash! Parker got himself a hottie with a body." Said one of his friends. Flash ignored him and walked up to both of them.

"Hey Parkerrrr." Said Flash as he puts his arm around his neck, "congrats on winning the bet here. You sure showed me that you know to land a date." Peter got flustered by Flash's comment. It was bad enough that he wanted to make his life tough, but now he is trying to make him look bad in front of MJ. He wanted nothing more than punching him in the face and finally shutting him up for good. Before he could say anything, MJ stepped in to stop this.

"Hey Pete let's forget about everyone and just dance." She holds his hand and gently pulls him towards the dance floor, ignoring the noise surrounding them. Dick smiled as he saw Peter dancing with MJ. Not because Peter was a horrible dancer, but he finally see Peter having fun and being happy for a change. Kori on the other hand just glared at MJ, analyzing her like she did earlier.

"Ah Kori, you alright?" asked Dick.

"Oh sorry. Yes I am. There's just something about her that is bothering me. She seems like trouble." She then turns her head to Dick with her face feeling more flushed then usual.

"You sure you're alright? You seem redder than usual." Kori quickly turned around and kneel down and rapidly rubbed her cheeks.

"Dick, on earth what do you call when your gloorpsook feels like it's falling?" Dick didn't know the word himself, but he knew what she meant and knew the feeling too well. In fact he had been feeling the way for quite some time now. He hadn't had much time to spend with her, and noticed that she's been eyeing on Peter for quite some time. At first he thought she was trying to get to know him more so she could help Raven, but this...he didn't expect this. Of all the training he received from Batman, he never learned how to be detached from his emotions. There's nothing he could say, except putting his hand on her shoulders.

Elsewhere Raven was meditating privately. She was struggling to keep her emotions under control. She tried really hard to stay focused, but the vision of Peter and his date holding hands as the two walked further and further away from her. It was tearing her apart, and she couldn't bear it. Her thoughts were cut off when she heard footsteps. She got up on her feet and turned around and saw Felicia Hardy walking up to her.

"Yo Rachel, you're missing out on the party. What are you doing here all by yourself?"

"Nothing...I'm just...it's nothing." Felicia caught a small hint of sadness in her tone of voice.

"What's wrong. You're like the luckiest girl in the school, you have amazing friends and you're with the most popular guy in the school."

"I'm not with Frank." she said bluntly. "Even if I was, why don't I feel lucky?" Felicia noticed Rachel looking at someone. She turns around and sees Peter with MJ, dancing, talking, and laughing. She put everything together and figured out what was wrong.

"Him?" she then started to analyze him closely, "Well he is kind of cute, in a dorky and nerdy way." She looks back and saw the glistening look in her eyes. "I mean, he's totally not my type."

"It's fine. It's just stupid. I mean we've only known each other for like one summer and they've known each other all their lives. I never had a chance..." She sits back down, pulls her legs in and presses her face against her knees. Felicia say beside her, and rested her head on top of hers.

"Just let it all out." she said softly.

"I can't...I'll be fine." replied Rachel.

"Don't bottle up your emotions. It's not healthy for you."

"I can't explain it, I just can't." Felicia didn't want to push her, and just sat there to comfort her.

Back on the dance floor Peter was having a great time with MJ. It was as if everything that has happened to him and around him did not matter anymore. It was just him and MJ dancing away in his eyes.

"Pete." said MJ, he wasn't listening he was too in the moment. "Pete." still no response. "PETE!"

"Sorry, yes MJ what's up?"

"How's everything been since the summer time? I feel like I missed out a lot."

"Let's see...Went to a new city, met new friends, and here we are."

"Pete, be serious. You went to a new city without telling Aunt May, you got grounded by Aunt May for consistently disappearing, there was random stranger that tried to kill everyone in the school. Aunt May told me everything. A lot has happened and it's not normal for someone like you to go through."

"I mean yeah, when you put it like that."

"I didn't put anything into anything. I was just stating facts. Pete is everything okay? What happened to the same kid who feared sleeping in the dark."

"Shh. Shh. Shh. Not even Harry knows that!"

"Point is Pete, a lot has happened since the past summer. Things you don't normally do. You sure everything is okay?"

"Yeah it's just..." from the corner of his eyes he sees Harry burst through the gym doors. "Harry?" MJ turns around and sees Harry as well.

"Harry! We're over here!" she shouts across the loud gym. "Oh never mind." she pulls Peter's arm and drags him to Harry. "Hey Harry, It's so good to see you again, how's everything?" Harry normally would've been excited to see his old friend, but right now his mind was on other things.

"Pete, I need your help." said Harry with his eyes wide open, and shaking and he was grabbing onto his shoulders.

"Uh sure Harry, could this wait though? Tonight is homecoming dance."

"No." He turns to MJ, "Sorry I need to borrow him for a second." He pulls Pete to side, "Pete, those behind the attack on our school a while ago are after me. I need your help!" he pleaded.

"Okay, okay," Peter did his best to remain calm for his friend, "Did you call the police or literally anyone else besides me?"

"The police are all paid off by the Kingpin," He then grabs his shoulders, "Look Pete I know about you and you being Spider-man."

"Wait what?" Peter said in a surprise tone of voice. "No way I'm not Spider-man, I mean just because I took pictures of him."

"Stop it Peter, my life is in danger and you dare lie to me right now." Harry starts get hot and got in Peter's face. "You put Eddie in a insane asylum, kill my father and my life is in danger, and you still have the nerve to dodge all responsibility?" Harry's grip got tighter and his voice started to sound almost like his father's voice. He quickly came to his senses, and let's him go, "I'm sorry Pete, I just need help..." Peter took in everything he heard. Immense guilt swelled up inside of him, the room became suffocating, and he couldn't look Harry in his eyes at all. His other best friend's life is in danger, and he still tried to lie to his face. Harry had every right to be pissed at him. He wasn't going to run away, not when his best friend needs him.

"Alright we'll talk about me being Spider-man and your father after all of this is done. I'll get my friends and you get out of here." Before he could gather the Titans he sees Aunt May in the distance, coming closer to both him and Peter. "Oh God...why is Aunt May here, now of all times..." He quickly runs up to Aunt May. "Aunt May no time to explain, you have to get out of here."

"Not right now Peter, have you heard from Harry? he was..."

"Yes his right there, having fun at homecoming." he interrupted, "Everything is good here, no problems here."

"Dear." Aunt May protested, "I got off the phone with Harry and he sounded like he was in a panic and was looking for you. Is there something you need to tell me?"

"No there isn't, everything is..." His spider-senses goes off and quickly looks around and from the other side of the gym Kraven busts through the door, sniffing the area as Red X walks in with him.

"You found his scent?" asked Red X as he grew impatient.

"It is getting close." said Kraven as he continues to sniff. Peter saw the two and had to act fast.

"Aunt May you have to get out of here and get to safety." Before Aunt May could respond Harry runs up to him.

"Pete you need to get me out of here!"

"I know, we'll go out the back entrance." said Peter.

"No look!" from the back entrance group of men bust through the door all wielding guns.

"Oh...crap..." So much was happening at all once, Peter started to get frazzled by everything. MJ walks up to his side, concerned for everyone's safety.

"Uh Pete, we need to get out of here."

"You're right. MJ and Aunt May get a teacher to escort everyone out of here. Harry go find Dick and the others and get them out of here." MJ went right away, while Aunt May was a bit hesitant. "Aunt May you need to get to safety."

"Let's cut this nonsense Peter." said Aunt May in a stern tone of voice, "I know what you are really going to do."

"What are you talking about? I'm not a child, I'm not going to runaway."

"Of course you're not, I know you're Spider-man." This was what Peter needed right now, another bombshell, "I maybe old, but I'm not a fool. Please don't do this Peter. Let the authorities handle this."

"I...I can't...last time I ignored trouble, people got hurt." Aunt May could tell from his tone and his glassy look in his eyes, he truly meant what he said and it was hurting him.

"I understand, but when all of this is over you and I are going to have a talk about this." She hugs him and helps the chaperones escort everyone out of here. He then pulls out a communicator and contacts the Titans.

"Guys we got trouble." said Peter.

"Yeah no kidding." said Victor.

"We are way ahead of you." said Garfield, "Turn around." He turns around and the Titans are all prepared.

"Go get ready Pete." said Nightwing. Pete hurries to find a safe place, but runs into Principal Coulson and Mr. Cooper.

"Ah Pete good timing." Said Mr. Cooper, "Stay here, it's your spot."

"Wait what? No you understand." Argued Peter.

"No time to argue we have to get the rest of the student body out of here." said Principal Coulson. Mr. Cooper and Principal Coulson left Peter alone. Peter wasn't just going to stand around and do nothing and quickly changed into his Spider-man outfit.

Harry went to look for everyone and get out of there. He couldn't find them and runs into Kraven. He froze and didn't know what to do next as Kraven sniffed him. Before he could finish the job, he gets hit by Cyborg's sonic cannon.

"About time you all showed up." said Harry.

"Odd way of saying thank you." joked Beast boy.

"GET HIM!" screamed one of Kingpin's men. Harry quickly pushed Beast-boy to the side and ran away as far as possible.

"Raven follow Harry make sure he is not hurt. Titans GO!" said Nightwing

"Did you get the scent?" asked Red X.

"I was able to pick up small scent of the Spider on the Osborn kid." Red X finally found him. He did everything he could to remain calm and composed and helped Kraven up.

"Let's get him before he gets too far away." said Red X.

"What about the Titans?" asked Kraven. Red X looked over at the Titans dealing with Kingpin's men and the Titans were easily handling them.

"We're not here for them." The two of them stormed out of the building and chased after Harry. Spider-man had to hurry. His best friend was in danger and the school was under attack again, and then had to deal with his secret identity not being so secret. What was supposed to be a chill night became not so chill.

"I'm here to..." He arrived to find the Titans already handled the situation. "Let you all know that I'm not needed and useless." He scans the area and notices Harry is gone, as well as Red X and Kraven, "Where's Harry?"

"He ran out, the gym and Raven left to follow him." said Nightwing.

"Has anyone seen the animal dude and Red X?" asked Cyborg.

"We have to go after them!" exclaimed Spider-man, "They're going after Harry!" Spider-man hurriedly swung out of the gym and chased after Kraven and Red X. Just as the rest of the Titans followed, Nightwing felt a tug on his arm. He turns and it was Aunt May tugging his arm.

"Please...protect Peter."

"Sure Ma'am, he'll be safe." Nightwing didn't have time to figure if she knew about Peter's secret or not, but replied to give her reassurance. Soon more of Kingpin's men arrived, keeping the Titans occupied.

Spider-man swung as fast as he could to Harry. He let Harry down many times in the past, and he wasn't going to add this to a very long list. He pulls out his communicator to track Raven and talk to her.

"Raven, where is Harry!" Spider-man shouted as his voice trembled.

"I followed him into one of OsCorp's chemical factories."

"Were you followed?"

"What?"

"WERE YOU FOLLOWED!" Raven was taken aback by Peter's tone. He sounded very desperate and a lot of anger was coming out. It reminded her back when Peter had the symbiote. Raven gets hit from behind by knockout dart.

"Raven. RAVEN!" Peter wasn't getting any response from Raven. He had to hurry, Kraven and Red X are after Harry. He arrived at found Raven on the ground and knocked out. He wanted to make sure she was okay and safe, but Harry was still in danger. A slew of black SUVs arrive at the scene, Punisher's Warvan shows up and blocks all of the gunshots.

"Are you just going to stand there?" asked Punisher as he emerged from the shadows.

"No, I just..." Punisher figured what was up. He can't see underneath Peter's mask, but he can tell he was getting frustrated and was losing focus. He can feel his emotions, he knew how he felt all too well. A slew of black SUVs arrive at the scene, Punisher presses a button on his wrist and his Warvan shows up and blocks all of the gunshots.

"I'll take care of things here. Go save Harry."

"Thank you." He leaps in the air, dodging the bullets and dives into the factory window.

"Hmph, he can't use the front door like everyone else."

Inside Spider-man carefully examined the area to make sure he didn't fall for any of Red X's and Kraven's traps. His Spider-sense wasn't going off so he was safe for now. It finally went off, and Spider-man saw the Red shurikens flying towards him and he manages to dodge all of them and saw Red X appear before him.

"About time you show up." said Red X.

"Okay I have no idea who you are and I don't care to know, leave Harry out of this."

"Oh I am," this caught Spider-man off guard. He wasn't after Harry, he was after him. "I can't say the same for my partner. I told him he is not the one, but he insisted to go after him. Oh well, it doesn't matter."

"Look you must have been a good man once, let me just go after Kraven and we'll settle whatever beef you have with me." Spider-man pleaded hoping he would understand. Red X stood there thinking everything he had been through to get to where he was now. There is no turning back time for him.

"No. None of it is going to matter. Your death is the only thing I want." He leaps forward and pulls out a crimson sword and swings it at him. Spider-man was dodging the swings. But he was so focused on Harry, he got sloppy and the blade created a slice going across his chest. He was about to swing again, but then black energy formed around Red X's arms, stopping him in his place. Raven with the rest of the Titans and Punisher arrived. "Let me go you witch!" demanded Red X.

"Oh shut up." Punisher punches out Red X. They all here a bunch people rushing inside and all getting ready to fire upon them.

"How many of these guys are there?" asked Beast Boy.

"Spider-man, we'll take it from here. Go after Kraven!" said Nightwing.

"Be safe." whispered Raven, Spider-man quite catch it, but didn't have time to make out what she said and goes after Harry.

Harry had been running for his life inside of one his father's chemical factories. He figured something here could help fight off Kingpin's men here, or at least stall for time. He was on the on a small bridge above pools of chemicals. Kraven was right behind him. He was itching to take down his greatest hunt, Spider-man. He threw bollas to trip Harry, and fell on the ground. Harry tried desperately to crawl away as Kraven calmly walks towards him.

"How disappointing. I was hoping this hunt would be more thrilling." He pulls out a knife and gets ready to stab him. Spider-man made it just in time and fires a webline and yanks him away from Harry.

"STAY AWAY FROM HIM!" He throws him against a wall and viciously punches him in the face over and over again. "DON'T YOU DARE HURT HARRY!" He said after each vicious pound. Spider-man felt a someone tugging his outfit and threw him away from Kraven. Spider-man gets back up and sees that it was Red X.

"Forget about him. Your fight is with me!" said Red X as he charged at him. Spider-man was not in the mood for a witty quip and charges at him as well and leaps up and kicks Red X in the chest. Red X pulls out a small explosive and was about to throw it. Spider-man fires giant web-ball at Red X and it hits him. The force from the hit causes him to accidentally throw it at the pool of chemicals. There was an explosion and the the explosion hits Harry in the face.

"NO HARRY!" He looks back to where Red X was. He was gone, but Kraven was still there. He walks up to Kraven and lifts him by the collar.

"WHERE IS HE!?" Kraven was still groggy and wasn't sure what he was talking about.

"RED X! WHERE IS HE!"

"I don't know..."

"DON'T LIE TO ME." He punches the wall by his head and the wall almost shatters.

"So much anger, young child." He silently pulls out his other knife. "It makes the prey very sloppt and open to mistakes." He goes for a stab, but Spider-man grabs his wrist and the pain made him drop the knife.

"Is this what this all it was...a giant game for you?" the venom from Spider-man's voice was seething. It actually frightened Kraven. "This will be your last hunt, Kraven."

"Spider-man!" exclaimed Starfire. The Titans arrived, and Spider-man's senses came back.

"What have I done!?" said Spider-man as he dropped Kraven and trembled. He couldn't believe what he was about to do. He looked at his trembling fingers and went down down on his knees and looked at the rest of the concerned Titans. "I...I didn't mean to..." Raven was the first to walk up to him and hugged Spider-man.

"We know." Police sirens wailed in the background, but to Spider-man it wasn't loud enough for him to react. "You have to get out of here. Police will blame you."

"What about Harry..." asked Spider-man

"We'll handle it." said Raven. Spider-man got back up and leaped into the air and landed by a nearby window. He looked back at the Titans as the Police arrest Kraven and took care of Harry.

-Later that night-

The Titans told Peter which hospital Harry was staying at. He rushed to the hospital and waited to be let in his room. As he waited, the Titans, MJ and Aunt May came in. He thought to himself why did Aunt May have to come now of all times. The last thing he wanted to do was explain to Aunt May about his other life. It was bad enough that he was grounded, but now she knows why he was always late he'll be beyond grounded. If there was super grounded he would be begging to have that instead of what Aunt May would give him.

"Thank goodness you're okay Pete." said MJ as she hugged him and Kori just glared at her, "Did the doctors say anything about Harry."

"No not yet," said Peter. They haven't come out yet."

"How are you handling all of this?" asked Victor.

"As well as anyone I guess." Peter looks down on the ground, "It's all my fault. When Harry needed me, I wasn't there to help." He starts to tear up, "What good am I when I can't even protect my own friends!?" Aunt May heard just about enough and slaps Peter across the face.

"Everyone, leave us two now!" said Aunt May. No one dared to question Aunt May and did exactly what she asked. One by one, everyone left the waiting area and left those two alone. "Peter, I will not let you talk yourself down like that. Harry is still alive, MJ is safe, as with the rest of the Midtown High students. We are all okay."

"You don't understand. I've been given these gifts and I keep screwing up when it matters most. All I ever seem to do is make things for everyone, including you..." Aunt May interrupts as she hugs him.

"Peter, I love you. You're my son. In my wildest dream, I couldn't even imagine that you would have grown up to be this good of a person. You are the best parts of your mother, father, and my Ben. All rolled up into one amazing person. Peter, keep up doing what you need to do. Not just as Peter, but as Spider-man."

"Thank you Aunt May." Was he could say as he continues to hug her. The moment was interrupted when he heard Harry's voice screaming.

"What was that?" said MJ as she rushed in. "I heard everything is Harry okay." Peter didn't have time to answer and rushes over to where Harry's room was, it was empty only the doctor and nurse was there.

"Where is he!?" exclaimed Peter.

"He...He just ran out the room." said the nurse. Peter turns around and rushes out the room and turns to continue down the hall, opposite of where he came in. He eventually found Harry in the hospital gown, with his face covered with his hands. "Harry...are you okay?" Harry couldn't answer instead turned his face towards Peter. Peter couldn't believe what he was seeing. This was worst he could imagine. He couldn't must any other words. Everyone started to come by, and one by one, everyone was horrified at what the saw. The only noise that was made was Harry's scream filling the hospital as Peter saw his worst nightmare, the face of Green Goblin.