A couple of days after his field trip to OsCorp Peter Parker laid on his bed staring at the ceiling 'Uhhhh …I'm sooo tired' Peter had been feverish ever since he'd been bitten by that spider. 'I haven't been to school in two days, good thing Ned has been bringing me everything I need'. The teachers had asked Peter's best friend Ned Leeds to bring Peter anything that he needed while he was stuck at home, Peter was thankful for this the last thing he wanted was his grades dropping.

Gwen Stacy was putting away her books while eavesdropping on a conversation between Ned Leeds and Dr Connors.

"I'm sorry but I can't today Mr Connors. My mom needs help with something, and she asked me to go straight home." Ned shook his head and hurried out of the classroom.

Connors sighed rather loudly, "How am I supposed to get this to Parker now?" he mumbled. Gwen froze when he realized Connors needed to give Peter something he'd not been to school for a while now, so it was probably the same assignment the rest of the class had completed earlier 'Gwendolyn this is your opportunity do not let it get away' Gwen puffed her chest out and approached the biology teacher.

"Ahem!" she cleared her throat to get Connor's attention "I can pass by Peter's house and give him the assignment teacher." Gwen said when he turned around to look at her, "I don't have anything else to do I've finished all my homework and essays."

Connors squinted his eyes at her "Do you know where Mr Parker lives Miss Stacy?" he asked.

"N-No I-I thought you had his address" she answered shyly growing red. She blushed even harder when Connors cast her a knowing glance "Very well Miss Stacy, I will give you Parker's address" he said in a half-mocking tone.

"Peter! One of your friends from school is here! She's going upstairs!" he heard his aunt May shout. 'Wait! Hold up! Something is not right! She! Where's Ned!? Who's she!?' Peter was still panicking internally when the door to his room opened revealing a curvaceous blonde girl 'GWEN STACY'

"Hello, Peter" Peter thought he was going insane. What was Gwen Stacy the most perfect female he'd ever had the pleasure of laying eyes upon doing here in his house?

"H-He-He-Hey" he stammered, thankfully Peter was sick otherwise Gwen would notice his face become beet red. She lightly hopped around the room with a smile on her face inspecting every single corner, 'Now she's making me feel self-conscious about my problems with keeping his room tidy.'

"S-So what are y-you doing here?" he noticed she was holding a sheet of paper in her hand "Oh…Is that today's biology assignment? "

"Yes…Ned couldn't come today so I volunteered to come by and give it to you." She said with an awkward smile,

"Oh! That's great! No! No…I mean that's very nice of you" Peter closed his eyes 'Real smooth Parker reeeeaaaal smooth´ Gwen giggled and placed the paper on Peter's desk.

"I think it's admirable that you still do your homework even when you're sick" she paused for a second as if she'd found something interesting "Who are they? "She asked "The lady that opened the door didn't look like her."

Peter realized she was referring to the picture he kept of himself and his parents, "That's because she's not. That's my mom, she died when I was and so did my dad. Plane crash" he said in a monotonous tone as if he had grown tired of telling the same story repeatedly, "I've been living with my aunt and uncle ever since."

"I'm so sorry" 'She does mean that huh? Most people just apologize thinking it will make me feel better, but she doesn't seem to be faking anything' he pulled the covers up to hide his smile.

"Why did you volunteer to come here, Gwen? I mean I'm not exactly part of the in-crowd" he spat the last word in disgust.

"What? I just want to help…I don't care if you're popular or not."

"Oh. O-okay" Peter replied shyly.

Gwen kneeled beside him and placed one hand on Peter's forehead, 'OH MY GOD! This is not happening! She's so close!' Peter blushed heavily 'Citrus…she smells like citrus.' She was wearing a skintight pink turtleneck paired with a purple necklace the only makeup she was wearing was red lipstick 'Ok it should be illegal to look this good.'

"You're burning up Peter! Stay here I'm going to get an icepack from your aunt." Her voice sounded strained and concerned.

"There's no need. I don't want you to waste your time on me." He tried to say but Gwen ignored him completely. Minutes later she came back holding an icepack.

She sat down close to him again and placed the icepack on the boy's forehead"There you go. That should make you feel better soon." Peter smiled and slowly raised his body leaning on his elbows. Peter's face was very close to Gwen's, she could feel his breath on her nose and cheeks. Peter's eyes were watery and unfocused, he was in a state of half-consciousness due to his fever. The boy raised his hand and poked Gwen's forehead gently with his index and middle finger, then he fell back on the bed.

Gwen was bright red 'OH MY GOD! What just happened!?´ she thought rubbing the part of her forehead Peter had poked just seconds ago. Whatever that forehead poke meant it was clearly a very emotionally intimate moment. "Ahem! I should head home Peter, it's getting late, and my father is expecting me to be home by 8:00 pm" she explained standing up."

Peter rolled over and stared at her "Yeah…thanks Gwen I really appreciate what you did today." His voice is raspy probably because of his illness.

"Anytime Peter. I hope to see you at school tomorrow." Gwen turned around to leave when she heard Peter speak again.

"Don't tell Flash you were here" Peter said.

"Flash?" Gwen was surprised by his sudden request.

"Yes…He has a crush on you obviously…and I don't want him to beat me up which he will do if he hears about this."

Gwen didn't know whether to be happy that the boy she liked though it was obvious to have a crush on her or be sad that he was afraid Flash was going to beat him up if he knew Gwen had visited him.

"Yes of course." She managed to say before leaving.

The day after Gwen's visit Peter went to school "Oh man! I thought I was going to die!" he told his best friend Ned.

"I bet Gwen visiting you helped huh." Ned smiled mischievously but there was a hint of jealousy in his eyes.

"Well, if you didn't have to help Mommy, she wouldn't have to visit me." His cheeks turned slightly pink 'I hope she doesn't remember that forehead poke…What are you saying!? Of course, she remembers! She left instantly after that! Oh man, Peter, you screwed up. Does Gwen hate me now? I mean I wasn't even thinking straight because of my fever.'

"How did you get sick man?" Ned sat down at the back of the classroom and Peter took a seat beside him.

"No idea…" he looked at the hand where the spider had bitten him, "Maybe it was because of the spider that bit me at OsCorp."

"Huh…That's gross. Norman Osborn is a spider freak for sure…" Dr Connors stared daggers at Ned forcing him to shut up, "Talk to you later man." He whispered.

"Parker." Dr Connors looked straight at him pointing to the blackboard as he did so, "Do you know the answer?"

"The systemic system carries blood to the epidermis." He made it sound obvious.

"Very well Parker. Some of our students should take a page out of Parker's book and study every once in a while." He looked straight at Flash "Don't you think Thompson?"

Flash rolled his eyes and looked away trying to hide his embarrassment which made Peter smirk slightly through the corner of his mouth he noticed Ned was laughing quietly, 'You can't lose every time.'

The cafeteria was full of students but somehow Ned and Peter managed to find a place to sit, "Yo man, have you been working out?" Peter tilted his head "No why?" Ned's eyes widened as if it was obvious Peter had been working out. Peter touched his belly 'What!? Why does it feel like I have rock solid abs!?'. He felt the rest of his muscles and was surprised when he found out every single muscle had grown to the point where Peter was now completely jacked 'I mean I'm not complaining but what the hell is going on!?'

"Parker!" Peter sighed loudly 'Now!? Why does this guy always choose the worst moments to pick on me!?' Flash Thompson slammed his fist on the table and sneered at Peter "I bet you thought Connors calling me out because of you was real funny huh!? Let's see how funny you think it is when I smash your face in!"

Peter looked up at him with a cocky smirk "Do you ever shut up?" he twitched his hand in annoyance. Flash couldn't take it anymore, being humiliated in front of the class was too much for someone with an ego as big as his, he launched a right hook at Peter. Peter felt the punch come before Flash had even moved, he tilted his head to the right just in time to see Flash's punch hit nothing. Peter shot up and stared at his bully, Kong one of Flash's friends was teasing the quarterback "C'mon Flash! Can't even hit Puny Parker!?"

'What just happened? That doesn't matter right now Pete! You better start running there's no way Flash is going to let this go.' He ran as fast he could to his surprise, he was much faster than he ever remembered being. Peter turned left and opened the doors to the courtyard he heard Flash's shoes squeaking as he ran through the hallway behind Peter. 'Think Parker think!' he just kept running and running 'No way! It's a dead-end!'

"It's over Parker just come out!" Peter looked behind in panicking he couldn't see Flash, but he was close 'Dammit! Damn it all! Why is it always me! I wish the world would just burn…I only need Ned May and Ben no one else!' Peter kept backing up until his back hit the wall, it was then that the most extraordinary thing happened. Peter's hands and feet were sticking to the wall, when he realized something was off Peter was already standing on the roof above. 'WHAT THE FUCK!? DID I JUST CLIMB A WHOLE FUCKING WALL!?" "Where did that creep run off to now! Parker! Parker! If you can hear me just know I'm coming for you! You can't run from me! You hear me!? You can't run!" cried Flash from below.

Peter didn't pay any attention to what Flash was saying as he sat on the roof above hyperventilating "What did I just do?" he whispered to himself "All these strange things have been happening. First I suddenly put on 20 pounds of lean muscle, second I can sense Flash is going to punch me before that douchebag even moves and now!? Now I can climb walls! All of this started happening after my illness." He stared at the place where the spider had bitten him and felt goosebumps all over his body "No way…" he muttered, "Gwen said OsCorp wanted to use the spiders to create the next brand of super-soldiers…did that spider give me powers?" Peter smiled widely 'I'm going to be rich! With these powers, I can become an internet sensation! Or maybe even a wrestler! Everyone will notice me! Everyone will love me! No longer will I be chased around school by Flash Thompson!' "HAHAHAHAHAHA! This is awesome!" he exclaimed.

Peter stared at the ground below and cracked his knuckles. Slowly he placed both hands on the wall then both feet and crawled down back to the courtyard "I…am amazing." He whispered to himself.

They were finally off school, and Peter was about to skateboard home when he heard a familiar voice call out to him "Peter! Wait up!" 'Gwen Stacy. What is her deal? We are on speaking terms all of sudden? I bet she makes fun of me behind my back just like everyone else.'

"What do you want Gwen?" he asked rather harshly.

"I just wanted to know if you're ok…I saw Flash chasing you earlier." She said taken aback by Peter's abrasive behaviour.

"Pfffff, don't make me laugh Gwen. You? Worried about me? Do you really think I'm foolish enough to believe that? I bet you laugh at me when I'm not around just like everyone else. The only person in this school that is genuinely nice to me is Ned. Did you just wake up one day and decide talking to me would be funny or something? Gwen Stacy the queen bee of Midtown hanging out with Peter Parker the outcast the guy who skates listens to indie rock and likes science. I bet you tell everyone how you fake being nice to me and they laugh huh? Does Parker really think you like him or something? That's sooooo grooooossssss he such a nerd ahahahaha. Let me tell you something Gwen I'm better than you better than all of them."

Gwen stared at him dumbfounded then her expression saddened "Peter that's not true. This isn't you. Tell me what's going on I'll help you." She said placing her hand on his arm.

He swatted her hand away "Shut up Gwen, you don't know me and you don't want to." Peter put on his headphones and skated away without another word.

"Hello dear. How was your day at school?" Aunt May planted a kiss on Peter's forehead.

"Just the usual. I'm way too smart for school." He said with a cocky smirk.

"Don't say that Peter. Your intelligence is your power and remember, with great power there must also come great responsibility." His uncle Ben said from the living room 'He doesn't know I'm better…better than him better than everyone. How dare he speak about intelligence when he didn't even complete fourth grade.'

"Ben stop bothering Peter and go clean up your bowling trophies I'm tired of seeing all that junk in our bedroom."

"What! Those trophies are my pride and joy May! You can't force me to get rid of them."

"Peter tell your uncle what you think about those trophies."

"I mean…." He ran one hand through his hair as he usually did when confronted with a tuff decision "Uncle Ben worked hard for those trophies you should allow him to keep them." He said twitching his hand in front of his face another one of his quirks.

"You see May! Peter agrees with me!" Ben joined May and Peter in the kitchen "Pete can you help me out today? I have some stuff I need to move down in the basement."

"Sure. It's not like I have anything else to do."

"Ben what did we say about asking Peter to help out when it came to dangerous tasks like moving heavy furniture? He's a fragile boy."

"Did we say we liked it?" said Ben and Peter in unison both grinning from ear to ear.

May sighed "You two are going to be the death of me. Run along now go play in the basement while I make dinner."