This has been written for a really long time. No excuse. Enjoy.

11:30 am

"Oh man, I'm so itchy. This sucks."

"I told you not to sneak that squirrel into your mom's place."

"Oh please, like you weren't the one who caught the thing in the first place. And how could I say no to its puffed out cheeks?"

"Look, I said I was sorry, but what else do you want me to do?"

Ned sighed and continued scratching at his arm. Peter rolled his eyes and continued watching videos under the desk.

"So can I come over to your place tonight? The exterminators are coming and Mom said we're going to spend the night at a hotel, and you know how she gets about the TV."

"You're covered in fleas, man, what makes you think I'd let you anywhere near my room right now?"

Ned huffed. "Some friend you are."

"Yeah yeah, whatever. We'll go out for pizza or something."

3:00 pm

"Can spiders even get fleas?"

"Ned. No."

"Aw, I promise I'll shower! Look, you can even examine me with those x-ray eyes of yours – "

"Ew! No! And they're enhanced, not x-ray. Seriously, I'll make it up to you, but you cannot spend the night. May would kill me if I infested the house."

They rounded the corner towards the pizza place, and Peter slung his bag around his shoulder, hunting for his wallet. "Hey, you got any extra change? I think I left my wallet at home."

"Yeah, sure. I've got about twenty bucks I thi – aah-CHOO!"

It happened so suddenly, Peter didn't realize anything was wrong until he looked up a minute later.

"Ned?"

Silence. A pigeon strutted by, pausing to peck at a speck of dirt. A piece of paper fluttered and flipped over from a slight wind. There was no sign of Ned. It was as though he had vanished into thin air.

"Ned?!"

Before he could really start to panic, a faint noise reached his ears. It quickly resolved itself into a scream, and a second later, into the scream of his best friend. Peter looked up, and had only a second to jump out of the way as something crashed to the ground not a foot away.

That something was Ned.

"Ohmygod. NED!"

Peter dropped to his knees, reaching out with shaking hands. "No no no, Ned, what – no."

The next second lasted an eternity, because no one could fall from that height and live, there was no way –

Ned twitched, let out a groan, and rolled over onto his back.

"Dude." He said, his voice a little hoarse from screaming. "Not cool."

"What happened?!"

"Uh…"

"You were here, and then you were gone, and then you were falling! Did someone grab you? Are you okay? You're not hurt?"

"No, no." Ned sat up and rubbed his head. He squinted at Peter, then turned a suspicious gaze to the sky. "Huh. Lemme just…" He reached out a hand and let Peter help him to his feet. He brushed off his knees, gave Peter a calculating look, and said, "Don't freak out."

"Seriously? What the hell just happened?"

Ned didn't answer, just bent his knees and gave a little hop. Peter was ready this time, so when Ned shot upwards his neck snapped back to follow the trajectory. Ned became a tiny speck in the cloudy sky, and then that speck became bigger, and there was the screaming –

WHAM!

Peter flinched, nearly tipping over as he tried to jump forward and backward at the same time.

"Ned!" He squeaked.

Ned scrambled to his feet and punched the air with his fist. "Way cool!" His eyes widened, and he turned to Peter with a positively gleeful expression.

"I'm a superhero."

Something in Peter's brain snapped.

"Dude. I'm a superhero."

4:30pm

"This had better be good, kid, I'm in the middle of something here."

"Hi, Mr. Stark, uh, sorry to bother you, but I think – I think there's a bit of a situation, and we're not entirely sure what to do…"

"Alright, spit it out. Is it an emergency? Do I need to come over there?"

"N-no. It's not – listen, so you know how I got bit by a radioactive spider?"

"As if you'd ever let me forget."

"Well. Well, there was this incident with a squirrel, and Ned and I thought it would be cool to, I dunno, pet it? So Ned bought these crackers and we laid a trap, and then I snuck up and caught it, and –"

"Don't tell me the squirrel bit you. Are you a squirrel now?!"

"Wha- uh, no, no one's a squirrel, only we brought it back to Ned's, and it had fleas, and they got all over the place – "

"So you want me to call the exterminators? Fine. Done. See, nothing to worry about, Mrs. Leeds won't even have to know."

"No, what I'm saying is, what I'm saying is. Ned has fleas. And I wasn't going to let him stay at my place, honest, we were just going out for a pizza, but – but then… Mr. Stark, um, Ned's… Ned's a superhero?"

Silence.

"What?"

"Yeah. He can jump really high. Like really high."

"Mr. Stark, hi, it's me, Ned Leeds? The guy in the chair? Spider Man's number one? Anyway, I've been doing some research, and we have to run some tests, but I think I can jump, like, fifty times the height of my body, and squeeze through everything – "

"Dude, seriously, stop bouncing on the bed! If you blast through my ceiling the neighbors are gonna freak."

"Parker, this had better not be your idea of a joke."

"Um, no, Mr. Stark, no it's not.

"Alright. Jesus. Alright. You two hold tight, I'm sending Happy to pick you up. Mr. Leeds? No jumping on the bed!"

5:00pm

Happy didn't say anything, he just opened the door with a stoic face, and shut it again after the two of them had climbed in. The separator was already up. Ned was already talking.

"Oh, by the way, Peter, you don't have to worry about me sucking your blood or anything. You know, just in case you were wondering. You'll be the first to know, though, if I do get the urge."

Peter could only stare at his friend for a minute before saying, a little tentatively, "I don't think that's how this works?"

"Yeah, but just in case. I mean, you're super powerful and more experienced than I am, so you would probably be able to take me in a fight, but just for future reference." Ned's face brightened. "Hey, what about a name? You know, a secret identity."

"Yeah, okay, sure. Well I chose Spider Man, so you could be… uh…" Peter's brain stalled.

"Flea Man!"

"No, c'mon, that's too close to mine. Don't you want something original?"

"Oh yeah, okay. Well… Fleabag?"

There was a pause as they both considered, before it was decided with a simultaneous head shake.

5:45pm

"So what you're saying," Tony said, arms crossed and face folded into a stern frown, "Is that Mr. Leeds here was bitten by a flea - a random flea! And now he has super powers?!"

Peter opened his mouth to explain, but Ned got there first.

"Yes, Mr. Tony Stark sir. Yes, that's exactly what happened. And it isn't Mr. Leeds, sir. You can call me the Exoskeleton!"

Tony's expression went from annoyed to alarmed in the blink of an eye.

"I told you!" Peter hissed, "I told you that was the name of a super villain!"