Authors note: whats happen in this story is not in the comics or movies and never will be. i want to create my own universe i called it 'UNIVERSE PRIME' a mash betwen ben 10 and spider-man into one, so the characters will have different personality so it won't be the same as they're comic personalities. ben 10 characters will be featured including the omnitrix. sorry for bad spelling and bad engglish. engglish not my main languageWarning: slow updatesDisclaimer: i do not own anything.

*5 years ago*

She stared at the figure infront of her, a boy no older than her, the snow is covering the green grass and tree in the forest. The boy stading infront of her gave her a red scarf. to keep her warm, even if it's not much but it was the only thing he could offer and she could only give a small blush,

When the sound of foot steps reached her ear, she quickly ran into the outskirts leaving the boy confused, she had no idea where she was going, there was yelling and gunshots, one of the soldiers got her cornerd, she take a stance and ready to fight.

*PRESENT DAY*

Laura woke up and took in her sorroundings, she was in her new room it's the 3rd time this week she had dream of 'him' again.

A few years ago in the cold winter night, she found someone that made her feel warm, someone that made her fall in love for the first time but when 'they' found her all she can do was run, leaving him behind. Shame she never even know his name, all it's left is the scarf he gave her, a red scarf that she always hold everywhere she goes hoping she meets him again.

Shook away those thoughts she walk out of the bed getting ready for the day.

*PETERS PLACE*

Peter woke up eyes wided and breathing heavily, he looked around notice he was in his room, peter let out a realive sigh.

He's been having the same nightmares several times since he fought the squid thing, in his dream was dark there was nothing just emptyness until two large red eyes shows up saying that their coming.

Who's coming? why is he after him.

"Peter!"

Peter thoughts was cut out by a familiar voice.

"Wake up your gonna be late for school!"

"Okay aunt may, I'm up."

He walk out of the bed ready to start the his day, he took a shower, brush his teeth and get dressed, wearing a black jacket with red strips on both side of the arm, black sleves on both side arm, don't know why he always wear it, just feels comfortable, and black shoes. He pack all his stuff in his backpack ready to go, glancing at his spider suit he rethink the invitation the other day, cut away those thoughts he grab the suit put it in his bag and go to school.

*MIDTOWN HIGH*

Peter walk down the hall to go to his locker until a familiar voice call for him, "yo peter!" He look back and saw his bestfriend 'Ned leeds' he's been his bestfriend since harry left the school, back then they we're only locker neighbors until they we're bestfriends. "Yo."

"So have you been thinking about it? Are you in?" He asked as they walked to they're locker, ned was the only one that know peter was a super hero, the good thing is he's been keeping it secret from his aunt, the sad thing is he's the only person who knows.

"I dunno man." he answerd as they arived at they're destination.

Putting his stuff in his locker when something cought his attention, a girl with long black hair, pale skin and piercieng emerald eyes, wearing a black leather jacket and pants. Laura kinney sigh as she put her stuff in her locker, she didn't know why she have to go to school but her dad told her too, and it was annoying.

She looked at peter thats been staring at her, peter quickly looked away so that she didn't think he's a creep laura only rolled her eyes and take her leave, peter facepalm himself in disapointment "dude, come on the bells already ring!" Said ned.

"Oh right." Was he only said and they ran to their class.

*LUNCH TIME*

They sat in their usual spot, eating while chatting at the same time, "dude if you joined, think about all the superheroes you will meet! Would'nt that be cool." ned suggest while peter just shook his head, "i dunno man, seems like one of those chezzy hero schools, the next thing you know your fighting an alien from outer space." Peter thought to himself 'maybe i should join, maybe they could help me become stronger, become a REAL hero, and maybe they'll pay me.' It's been over a week since he thought about it. he thought all the posibility he could achive, and now he had come to his decision.

"I'll do it."

"Really?!" Ned was shock at the sudden change of mind, "awesome!" they both gave a high five while looking like two idiots.

Laura rolled her eyes looking at those two, not that she cared she just think they're complete idiots, laura sat by herself just staring at her food disgustingly she's been in this school only for a week and she's already tired of it, she didn't know how long she have to be in here, the boys tried flirting with her and the girls been gossiping about her and some just trying to be friends with her. And one of those person is peter, she actually don't mind him a lot but he could be annoying sometimes especialy with ned around.

*LATER*

they ended up having the same last class. She noticed how impatient he was for the day to end. he was beside her so that leg shaking was getting annoying. But she also wanted the day to end so that she can finally get out of this place.

The bell finally rang and peter shot out the door. Laura was actually suprised at his speed but brushed it off and get out of there herself

Peter was now in an alley way changing to his spider suit, it was different this time. A red and black spandex with black webbing all over it, white lense, a spider symbol on his back and front, with white bandage in his both arms, why? He just wants to look cool, newly improved web shooters, and a pouch in his back to carry around web fluids incase he ran out off webs.

Peter was swinging around the city to looking for some crime. and thus he found one. A gang of three circus acrobatics one with elastic red hair that goes all over her body. Looks like she's using it as a weapon, and one with a muscular body and... Is that a thumb nail in his head, the last one is skinny almost bald head wearing a face mask.

Those three are none other than 'The circus freak trio' on their heist. "Come one thumbskull! Grab the bag and go already!" Yelled the girl with elastic red hair, "thumbskull no like frightwig. frightwig mean!" Said the muscular one, "enough you two, we should get going before the cops get here." Suggest acid breath. Without higher rank to command them, acid breath acts as the trio's leader. frightwig was second in charge and uses her elastic hair as her weapons. Thumbskull is very strong with a thumb nail on the top of his head and on his hand, he plays as the muscles of the trio.

Peter was ontop of the store they just rob eastdroping on their conversation. "robbing a store?, people still do that." Peter thought to himself as he goes after them. "Come on, let's go." They we're on their way until something stops them, they're feet we're web to the ground as peter land infront of them, "now now, don't think you'll get away while i'm around." Acid breath took of his mask reaviling his mouth he then spread hot breath out of his mouth that meltted the web easly. "ugh! A bug! Disgusting!" Yelled frightwig with a disgust tone. Thumbskull charge at him and peter easily dodge it, frightwid throw a car at him with her hair peter dodge by lowering his body and let the car hit thumbskull that knock him out, frightwig toss one of her hair that got wrap around peter's wrist. Peter pull her hair and toss her into a nearby building, "you forgot someone." Acid breath let out a hot breath peter had to hide behind a car that later meltted. "Ugh. Have you heard of breathmints?" when he's about to let out hot breath again peter stop it by shoting some webs in his mouth.

Later, peter tied them up in webs and let the police handle them. "What's happen here?" He looked back and saw a man wearing blue suit, res gloves, a star shaped in his chest wearing a mask hiding the top of his face with an A symbol on his forehead, red boots and holding a red shield with a star on it. that man was Captain America himself 'looks like i'm late' he thought to himself before noticeing spider-man was there, he was about to ask but something happen.

"Look it's captain america!" Yelled a random civilian. the shop owner came outside and said "thank you so much captain!" And there's other saying something like, he's a hero, did he stop them? Amazing!, "sorry but i'm not the on-" before he could finish some people came and ask for his outograph. Before he was already gone. Peter look down from a building and thought 'must be nice' and start swinging on his way home.

*THE PARKER HOUSE*

"Dude. That's unfair." Peter was now on his casual outfit laying on rhe floor of his room and ned was sitting next to him, "this is another reason why you should join. Your joining right?" Ned asked. "Well i've been thinking about it for a week, and i've already make my decision." Peter answerd.

"I'm joining"

The scene shift into peter swinging building to building heading towards the forest. He landed in the middle of a field there was a lake on the other side, peter spider sense was tinggiling and a few gun blasters pop out from the ground aiming at him, peter was dodging here and there trying to avoid the lasers hitting him, peter was hold his arm until a gust of wind and web form in his arm, a few days ago when he fought the shocker he took one of his device and study them to make his own weapon and thus how the seismic blast was born, he threw one in each blasters making them all explode.

Peter breathing heavily and sweating A LOT, he hear a clapping on the other side and a figure comes out of the shadows. "I'm impresed. I knew youd change your mind." Nicky furry said with a smirk. "Welcome. To the Avengers Academy, Spider-man." He raises his arm in a thriumphant salute and peter returend it, "your training starts tomorow, i want you to be here at the exact same place after school. don't be late." As he walked away.

*LAURA'S PLACE*

Laura was sitting in her bed, wearing white shirt and a shorts and phone on her ear. she was talking to her dad about something, "how long do i have to wait?" She sigh.

"Furry just call, he said you go tomorow. I'll send you the location, and remember i'm doing this for your own good." Logan said as she rolled her eyes. "whatever." was all she said as she hangup, she sigh as she trying to remember why she had to go to the Academy. Oh right so that she could learn team work and learn more about responsibility, 'stupid' she thought to herself and started drifting to sleep.

end of chapter 3.