Important Authors Not at End of chapter, please read!

Chapter 1

"Mr Osborn?"

What do you want?"

"It seems there was an accident on the main laboratory floor. One of your son's classmates was bitten by the "42" arachnid specimen." The assistant informs him.

Osborn turns, "By THE specimen?"

"Yes."

"Our Specimen?"

"Yes."

He runs a hand roughly through his hair, "Why wasn't it in containment?"

"We're checking on that sir. I don't know what happened but end result, the specimen was destroyed in the chaos, sir."

Norman Osborn grits his teeth so hard he can almost feel them start to crack. " Fire the floor manager, I want her gone within the hour."

"Yes sir, right away sir."

"Hold on, What's the name of the child that got bit?"

The assistant takes a glane at the files he was holding, "Peter Parker."

Norman's eyes widen slightly. "Parker? His father, was he Richard Parker?"

"Yes I believe so."

Norman gazes out the window for a moment before saying, "Let's pick up the hospital bill. And send them a nice fruit basket."

His assistants eyebrows scrunch, "Sir if you pay his doctors bill, legally that would be an admission of guilt."

"They won't sue, trust me I know that family better than they know themselves. Besides, I want to keep an eye on that boy."

"Of course sir."

As his assistant leaves Norman sits back on his seat and opens a secret drawer in his desk. He pulls out a file with the number 42 written on the edge. He opens it and a picture of a younger him and Richard Parker falls out. He takes it in hand a smiles darkly.

"Looks like I might've come across your last golden egg Parker."

Ben and May Parker make their way into the hospital room 413 to see their nephew sleeping but otherwise alright. May grabs ahold of her nephews hand comfortingly while Ben speaks with the blue skinned doctor.

"How is he now?"

"He should be fine, just sleeping it off. We checked his blood and it came back normal, thankfully the spider's venom wasn't toxic in anyway but his hand will be swollen for about a week."

Ben visibly relaxes at the news and thanks the doctor before turning his attention to his nephew. He takes a chair and sits himself next to his wife. She comments,

"I got a call before we left that those Osborn people picked up the hospital bill and that we should expect a huge basket."

"Of course they did, they probably think we're gonna sue the hell out of them."

She gives him a questioning look, "Are we?"

Ben shakes his head, "No, it was an accident. No harm done."

May wears a worried expression, "You don't think… the spider that bit him, could it be the ones his fath—"

"Let's hope not. That's a can of worms I don't think I'll ever be ready to open."

Peter begins to stir back into the world of the living at that moment and he opens his eyes slowly. He blinks and smiles at his aunt and uncle.

"Aunt May, Uncle Ben, engh, what happened?"

Ben lays a warm hand on his nephews shoulder and squeezes comfortingly, "Just had a bad reaction to the spider bite, good news you'll be right as rain in no time!"

"How're you feeling sweety?" May asks.

Peter looks away dejectedly, "Like crap, of course I'd spazz out and throw up in front of everyone."

"Oh honey that's nothing to be embarrassed about, it could've happened to anyone!"

"Yea it could've. But why does it always, always have to happen to me?"

"Not always honey. Besides it's not like anyones gonna remember this." Aunt may says.

The next day

"Oh no! I got bit by a mosquito! HHUAGG!"

Flash Thompson and his best friend Kong laugh together at Peters expense. He Groans as he ducks his head down while they follow him, continuously reminding him of his embarrassing moments.

"Hey Penis Parker watch your step!" flash says as he trips parker who falls flat on his face.

As the teen tries to get up flash points to his butt. "Hey Kong check it out, think you can make the goal?"

"Thompson it would be my honor!"

Kong rears his foot back, ready to kick peter while he's down when suddenly peter gets a tingling sensation at the back of his head. He instinctively turns around, grabs Kong by the foot and flips him up and onto his face. The whole hallway stays silent at what they just saw. Even Peter stares at his hand in shock. Did-did I just do that? He asks himself.

At that moment, the principal walks out the door next to them and sees Peter standing over a student on the floor clutching his head. He crosses his arms and glares at Peter who sheepishly says, "This isn't what it looks like."

"My office now!"

"Uncle Ben I swear I didn't mean to do it!"

"Really? So you just happened to pick a fellow student up and slam him face first into the ground completely by accident?"

Peter flails his arms around, "Y-YES! THAT'S EXACTLY WHAT HAPPENED!"

Ben shakes his head, "Peter I'm all for you sticking up for yourself and defending yourself when needed, but there's a limit and you definitely passed it today. You could've seriously hurt that boy!"

Peter drops his arms exasperatedly, "I know but I swear I didn't mean too!"

His eyes look into his uncle's, pleading for him to believe him. Ben scrutinizes his nephew for a second before nodding, "Alright, I suppose you're not lying. Didn't think you had that kind of killer instinct in you."

Peter unconsciously rubs the hand that was bit by the spider, "Yea me neither."

The act was not missed by Ben who quickly looks away. "Come on kid, gotta take you to the doctors, they want another blood draw to make sure you're on the up and up."

The pair get to the clinic in no time and Peter sits in the room, fidgeting slightly in his chair. The Doctor comes in with a board expression. "Ok Mr Parker before we do this I just need to ask how's your hand, anything worsen?"

"Uh no sir, good as new!"

"Good and have you been taking any drugs at all? Marijuana?"

"No of course not."

"Now's the time to tell me Peter. We are running blood and urine tests—"

"I swear I'm not!"

Ben narrows his eyes, "He better not!"

They share a chuckle before the nurse comes in and starts strapping his arm, "Ok just need you to relax your arm."

While the nurse wasn't looking, all the muscles and veins in peters limbs tense up considerably for a hot second, his eyes widen in shock as they go back to normal just in time as the nurse turns back to him with a needle in hand. He goes to stick the needle in his arm but it's not budging. She scrunches her eyebrows in effort, "Thick skin you got there."

She pushes a little harder and finally the needle goes through, his blood drawing out in seconds. Peter is unsettled by what just happened to his own body but doesn't comment on it, choosing to just ignore it for now. As they leave the clinic, The Doctor checks the surroundings before he grabs the vial holding Peters blood and pockets it before placing a different vial in its steed. Once the shift ends the Doctor makes his way back to oscorp where he gives the blood to Norman who begins performing his own tests himself. "Remarkable!"

"What is it sir?"

"It seems that the venom from specimen 42 has integrated itself into his DNA as a form of a retrovirus not unlike HIV, setting off what looks like body wide mutations without any deterioration effects! He's now healthier than he has ever been… and so much more."

Norman smiles to himself, "All these years and I almost gave up hope but, you still know how to surprise me don't you Richard?"

"Sir?"

"This boy, this boy is the success we have been looking for. He's the first step to manufacturing artificial quirks that can be designed however we please!"

"Aldrich, keep an eye on this boy. When the time is right, I want you take him. I need to study him. It'll put Oscorp on the map in a way that even Stark Industries won't be able to touch!"

Peter snores softly as his head hangs backwards while sitting in his desk. The students snicker silently as the teacher creeps up to him and drops a textbook on the ground. The sound wakes Peter up abruptly, so abruptly that he accidentally breaks his desktop off the hinges. The whole class laughs at Peters antics and the teacher glares at the embarrassed teen.

"What a spazz!"

The teacher takes a look at the desk, "Huh, must've been old, no way a quirkless boy like you could break it so easily. Just go get yourself a new desk and pay attention."

"Idiot." Flash mutters. This triggers Peters pent up anger.

"Hey shut your mouth before I do it for you!"

The class is stunned silent… before they all start laughing again. This time the teacher isn't happy.

"Well Mr Parker I say I'm very disappointed that you resorted to threatening your classmates. Maybe you should go visit the principal!"

"But—"

"Now!"

He sighs angrily, "Fine."

He snatches his bookbag up and starts heading to the principals office. As he does so he suddenly feels queasy and rushes to the bathroom he splashes some water on his face and clutches the sink until the nausea goes away. He inhales deeply a few times before he tries to leave but suddenly, he can't let go of the Sink. He stares curiously at his hands but they don't budge. He starts yanking back and ends up ripping chunks of the sink off.

He stares slackjawed at the destroyed sink, with the pieces falling off his hands a second later. He stares at his hands in fear. What the heck is wrong with me!? One minute I'm about to throw up, next minute I'm ripping up my desk like paper, and then I'm flipping kong and—his mind flashes back to the spider that bit his hand.

"It can't be… can it?" Peter looks at his hands and sees tiny barbed spikes coming out of his finger tips.

"No way!"

He gets closer to a wall and places his hand on it, then the other, then his foot and his other foot and suddenly, peter is hanging upside down on the ceiling! He starts cackling but the cackle turns in to a yelp as he falls onto his back.

"Aw that hurt!" He groans but still feels giddy.

Holy crap! That spider, I don't know how it did it but it gave me a quirk!... or quirks I don't know! Peter gets out of the bathroom and decides to skip the rest of the school and starts running out onto the streets. Faster than he has ever ran before. He's laughing hard as the wind whips past his ears and he soon finds himself at an abandoned industrial lot. He looks at the chained fence and squats and leaps clear over the fence to the other side. He can't help but whoop as he's in the air and lands gracefully on his feet. He starts running again and starts jumping over all the piles of rusted metal, instinctively performing acrobatic moves he's only ever seen on tv and cartoons. He jumps clear over the roof of the factory before somersaulting off to the other, never falling or tripping. He then leaps into the open facility and grabs the ceiling and crawls along before leaping to the wall nearby, never touching the ground. Grabs onto a plank and contorts his body until he places his legs where his hands were and hangs by his legs. He's still laughing and his eyes zero in on a spider connecting it's webs, swinging from side to side until it's able to make contact. Taking a page from its book, Peter swings backwards and catches a hanging chain and swings across the air, letting go and grabbing onto another hanging chain, once again swinging back and forth until he uses the momentum of one swing and lets go, flying into the air in a back flip back outside and landing near an abandoned and decayed car. He looks at his hands and at the car with a smile before grabbing it and with ease lifting it over head. He then throws it 20 feet away.

He whoops with giddiness at his new abilities until he hears, "Having fun?"

He falls onto his back in surprise, seeing his uncle standing nearby. "Uncle Ben? Were you following me?"

His uncle sighs in shame, "I think we should go home and have a talk."

As the uncle and nephew get in their car and start to drive, a bald man watches form a nearby rooftop. He pulls out his cell phone and calls his boss. "Mr Osborn… it's better than we thought."

Peter fidgets as Ben comes downstairs from his room holding a briefcase with the Initials RP on the buckle. Peter sits straighter, "Is that?..."

"Your fathers." He looks away, "He wanted us to keep it safe for him, said to only give it to you when the time was right."

"Why now?"

The older man looks at his nephew sadly, "That spider that bit you, has a lot of history connected to it. Your fathers history."

Peter is confused and Ben can see it. "Your father was always the smarter one of us. Hell I don't need to tell you I had to stop helping you with your homework when you were 10."

They share a smile at the memory, "But your father was on a whole other level." He pulls out a snapshot from inside the briefcase, one that has Richard Parker and Norman Osborn together.

Peters eyes widen as he grabs ahold of it, "Dad worked for Mr Osborn?"

"No. No he was his partner for the longest time, your father helped build the foundations for which Oscorp stands on today. But eventually they had a … falling out. Peter it's not easy to—your father was a secretive man, because the things they studied, the things they created, it was incredible… and incredibly dangerous. So much so your dad had to leave."

Peters heart starts to clench as he heard those words. "What?"

"Your father couldn't tell me much, but what he could say, was that they were working on something that could possibly shake this 'quirk ruled world'. His research helped save thousands of lives from their own quirks and with the breakthrough he said he made, it could possibly change the lives of millions. But something happened that made him afraid of what Norman would do with the breakthrough your father made and left. He… he left."

Tears were dropping from Peters eyes, his whole world drowning out from around him. Ben tries to take his nephews hands but he yanks them away, his chest heaving.

"You knew, all this time and you never told me?"

"Peter, please, calm down. ok? Your father promised us to wait until it was time to tell you the truth."

Peters angry eyes land on his uncle, "Why now? Why not before?"

"Because you're father lived by a code, a principle, he believed that if you could do something to help the lives of those around you than you had a moral obligation to do so. It was your responsibility to do so. That's the kind of man he was and that's the kind of man you've become."

Peter laughs bitterly, "Responsible? Huh ok so where is he?"

"What?"

"Where is he? Wheres my dad?"

"Peter—"

"What he didn't think it was his responsibility to be here and tell me this himself?! He cared more about his damn research than his own son?!"

"Oh come on Peter how dare you?!"

"How dare I?! How dare you!? You should've told me!"

"Peter please!"

But he's not having it and he storms out the house leaving his remorseful uncle behind. May comes up next to him, "Ben leave him alone for a while, he'll be alright. This… this is just a lot to take in."

Ben's eyes notice an unmarked car in the distance, far enough that it wouldn't be suspicious… if you didn't know what to look for.

"No… no I gotta fix this."

He steps out the house and starts to walk after his nephew. As he's walking he pulls out his phone and types in a number. He waits until someone finally picks up, "Hey Tony? It's Ben, Ben Parker. I know its been almost a decade but, I'm gonna need you to pay back that favor."

Peter sulks as he walks into a deli and numbly grabs a Gatorade and places it on the counter for the cashier to scan in.

"It's 2.07."

Peter rummages through his pockets but comes up with only a dollar. The cashier is aware and rolls his eyes, "Better luck next time kid, scram."

The teen droops his shoulders, "Come on man it's just a Gatorade."

"That needs to be paid for. You ain't got the money, you ain't getting it. Now can you scram already? There's people behind you."

Peter looks to see that there's only one man wearing shades behind him who doesn't seem to be in any type of hurry. He turns back to the cashier, "Dude please I've had a rough night I just want this one thing."

"I missed the part where that's my problem kid! Go have your coming of age teen movie turning point somewhere else!"

Peter grits his teeth angrily and takes back his dollar. "Fine."

And he storms out. The cashier just rolls his eyes but flinches when a bag is thrown in his face, "Hey what he-"

A gun is pointed to his face. "Put the money in the bag."

As Peter is walking away he can hear the muffled scream, "Hurry up!"

And he hears a yelp as if someone was hit. Then the man wearing shades starts running out with a bag full of money. The cashier comes out the doorway with his temple bleeding, "Hey stop that guy! He's got my money!"

Peter takes great satisfaction as he steps aside and allows the thief to run right past him. "Thanks." He says.

Peter just smirks and goes to keep walking but the cashier roughly turns him, "The hells the matter with you!? You could've tripped him or done something, anything!"

But Peter levels his gaze with him, "I missed the part where that's my problem."

The cashier almost snarls in anger as he rushes back into the store to start calling the police. The thief continues running away from the scene of the crime and crosses the street. He's looking behind him for a moment, not noticing a woman standing in his way until he crashes into her and they both tumble. Coincidentally, the gun he had in hand slips out of his grasp and slides a few feet away from Ben Parker. The thief and the older gentlemen eye each other for a split second before they both lunge for the gun and struggle for it, Ben trying to keep it away so as to not allow the thief to harm anyone with it. But his struggles were for nothing as a single shot is fired and a burning pain shoots through Ben's midsection. His strength begins to fade almost instantly as he tumbles to the floor, blood seeping out of his wound.

The thief stares at him in shock but starts to run away again. Peter meanwhile hears the gunshot. An uneasy feeling takes over him and he heads toward the origin of the sound. Peter halts in horror as he sees the crumpled for of his uncle, his father figure, laying in a rapidly growing pool of blood. Ben's unfocused eyes land on Peter and Peter rushes to his side, clutching his hand. "Uncle Ben! Uncle Ben!"

Ben's labored breaths come rapidly as tears prickle his vision, He tries desperately to focus on his nephew, "Peter," he coughs out weakly, "I'm so… sorry."

"No, no don't say that! You're gonna be fine! You hear me? You're gonna be fine!"

He grips his uncle's hand tightly, getting tighter as his uncles grip starts to slack and his body becomes limp. "You're… gonna be… Amazing Peter."

Ben's eyes gloss over and his hand falls from Peters. The distraught teen doubles over tearfully over the dead body of his uncle, feeling his heart shatter into tiny pieces. He doesn't even feel aware of the cops around him, helping him up or guiding him back home. The only time he feels aware of anything is when he sees his Aunt break down once she hears the news that the love of her life is no more. The officer looks at May in sympathy before pulling out a sketch of the murderer.

"Witnesses gave a description to the sketch artist. I need you to take a look."

May takes a moment to wipe away the tears that just won't stop falling and looks at the sketch long and hard before sahking her head, "No I've never seen him before in my life."

The cop nods his head, "I thought not ma'am. Rest assured, homicide detectives are on it. We'll see what they turn up."

Peter is leaning on the doorway behind the officer as he gets up to speak to his partner but Peter stops him, "Hey can I get that?"

"Sure." The cop gives him a copy of the sketch.

Peter wishes he didn't take it though, because the face he sees on the sketch, is the same face of the man he let go. He wants to deny it, but he remembers exactly how he looked, everything matched. He could've prevented this. The horrified teen looks at his aunt weeping tremulously, I could've stopped this. He feels angry and disgusted in himself. How could I—how could I have let you down so bad uncle ben? After everything you've done for me, I just- I just let him take you away like you were nothing.

By some miracle, Peter hears the cop turn on his walkie talkie, "Copy dispatch?"

"They got the shooter, he's pinned in a warehouse south of 5th avenue, we got 2 squad cars on scene."

"Any pro heroes needed?"

"We have one en route but there's no telling when he'll arrive."

Not before me, Peter swears to himself darkly. And he runs out the house. The cops call after him but the one who spoke with May stops them, "Let him go, kids take these things the hardest. He just needs to find a way to let it all out."

Peter makes sure that a good enough distance has expanded between him and prying eyes before he turns into a alley and vaults high above the roof and nimbly treks across the rooftops. He doesn't make a sound, he doesn't get a thrill. He's focused solely on reaching the man who took his uncle away first. He leaps clear across 20 meters to the next rooftop before finally finding himself on the roof of the building that the suspect is hiding in. The thief pants as he peeks over through an opening of the window. "damn pigs everywhere. Only a matter of time before some freak shows up too, Dammit!"

He looks around frantically, "Gonna get out of here one way or another."

"That's exactly what I was hoping to hear."

He stumbles back and aims his gun at the darkness above him. "Who's there?!"

Something grabs him bt the back of the collar and throws him into a crate roughly. A figure lands in front of him and the light shines through the window, landing on the teary and angry teenage face. "You Murderer!"

He tries firing the gun but each bullet is dodged so quickly and gracefully he might as well have just aimed at the wall. The teen kicks the gun out of his hand and kicks the killer in the chest, launching him to the wall by the window. He groans as he clutches his chest but the teen is upon him again.

He tries to back away, "Please kid, just give me a chance! Just give me a chance!"

"What about my uncle?! Did you give him a chance? Did you?!" he grabs the killer by the collar and lifts him into the air, "ANSWER ME!"

The thief starts to weep, "I'm sorry! I didn't mean to! I just wanted to make a quick buck!"

"So a quick buck was worth killing my uncle!?"

The thief struggles in his grip, "Please! Please don't kill me!"

Peter holds him out over the open window. "I should drop you, take what you took from Ben Parker!"

The thief screws his eyes shut, readying himself for the drop… the drop that never came. He's instead flung back into the warehouse and tied up with some rope that was lying around. He's then left to hang in the air upside down as Peter backs away.

"But he wouldn't approve. He'd never be proud of the man I would become if I did."

The stress of the situation is too much for the teen and he drops to his knees. The cops storm the room only to find their suspect tied up and a crying teen kneeling. They share a confused look before taking them both into custody. Peter doesn't care as they place the handcuffs on him.

"Kid I understand your anger, but you can't use your quirk so freely like that or else you could get someone or yourself hurt. There's rules we just have to follow."

Peter doesn't give him any answer. He just stares at his hands dejectedly.

The funeral was small yet full of people who knew how wonderful of a man Ben was. But it came and went, all the while Peter just went through the motions of life. Things were a little easier at school, no one not even flash wanted to bug the kid who lost a loved one. But it made made Peter feel all the more alone. He didn't have anyone else at school. Harry had gone on some trip to Europe, Gwen and her family moved to Boston once her father had died in the line of duty. The only support group Peter had was gone. He tries to keep himself busy, tinkering with things he finds in the garbage, trying to keep his mind busy. At least that's what he tells his aunt. What she doesn't know is that, he has been doing everything he could to honor his uncle's memory. He has been given a power and he knows that as his uncle had said, it's his responsibility to use them for the betterment of others. Sure he knows that he's basically braking the law since he's an unlicensed vigilante, but what choice does he have? The answer comes in a very interesting way.

Peter opens the door to his house and walks in, "Hey aunt May!"

"How was school today?"

"Was alright, but did you see that crazy car parked outsi—"

Peter's eyes widen as he sees none other than billionaire Tony Stark sitting on his couch. In his house.

"Oh Mr Parker."

"Um uh, wah, what're you doing? Um hey I'm I'm I'm Peter!"

He smiles, "Tony."

Peter is still speechless, "What're you, what're you doing here?"

"It's about time we met."

His eyebrows scrunch in confusion. "It is?"

"I did have to apologize to your Aunt for my late answer, I felt that the circumstances were too soon and sensitive."

May grimaces but puts on a brave face, "It's fine. Let's talk about the now."

Peter is still confused. "Which is?"

May gazes at him, "I know Peter. About your nightly ventures."

He blanches, "What're you talking abou—"

"Peter you may move like a spider but you're still as noisy as any teen."

Tony takes this cue to pull up a hologram of a masked man stopping a car from hitting a bus with his bare hands, "Look at you go! Nice catch by the way, 3,000 pounds going 40 miles an hour. No easy feat there!"

Peter starts stammering, "That that doesn't prove any—"

"Peter, please. You don't need to lie. Not to me." May says meaningfully.

Peter looks down in shame. "I'm sorry, I didn't know how to tell you."

"I understand Peter. I do. And I just want to say that im so proud of you. You're making your uncle so proud!"

Peter smiles but then asks, "But why are you here? Mr Stark."

Tony scratches his head, "Well believe it or not, it's your uncle."

"Huh?"

"Well more like, I owed your father a favor and your uncle decided to cash it in."

"You… you knew my dad? My dad knew Ironman!"

"Yea. Brilliant man he was."

Peters mind is racing, "I have so many questions."

"And your aunt and I will answer them as best as we can, but I want to say right now, don't hold any hard feelings to your parents, or your aunt and uncle. What they kept from you, it truly was for the best."

The spider teen nods slowly and takes a seat. "So, what?"

"Your dad was a brilliant man. Centuries ahead of his time when it comes to eugenics. He was always fascinated by quirks and how it affected humans. He also was distraught at how negatively quirks could affect people when they manifest. While I was screwing around in my reckless youth, making things blow up. Your father was working tirelessly to better peoples lives. He developed treatments that stabilized peoples quirks, allowing them to live better and healthier than they ever could've on their own. Then Norman Osborn, who was your fathers partner at the time, asked the question, could we possibly give quirks to the quirkless? Your dad though it'd be great, a way to give people the ability to heal from illnesses or ailments. But Osborn, saw things a little more dark. He wanted to use quirks for his own plans. I didn't even want to think about what but I'm sure we could all guess. Your dad he kept most of his research hidden or in his head so that no one could ever abuse it and when Norman started to get a little too unhinged, he took all his research and went underground. I still hope to this day that he's out there somewhere. But there was nothing left of his research and Osborn thought it was a deadend, until you happened."

"Me?"

"Yup, where the formula failed, countless times before, it succeeded in you. And you best believe that Osborn is aware. And he will do everything he can to get his hands on you."

Peter leans back into his chair, it's a lot to take in. "But it's been months since the bite."

Tony looks away, "The night your uncle died, he called me. Brought me up to speed on everything. I owe your dad my life. When I was hit with the shrapnel, the arc reactor in my chest would've still killed me if it wasn't for your father's intervention. I still haven't figured out how he did it, but he made the arc reactor compatible to my body and it even made me smarter than I was before. Every breath I take I owe to your father. And that's why when Ben asked me to help you, you'll be damned sure I will. These past few months I've been keeping osborn off your back. But I can't do it forever. That's why I have a proposition for you kid."

Peter leans forward, "What is it?"

"Before I answer that, I want you to answer me this. Why do you do it?"

"I'm sorry?"

"What makes you go out there and use your quirks even though you know you shouldn't?"

Peter rubs his hands nervously and takes a few guilty looks at his aunt. He still hasn't told her how he could've stopped the man who killed uncle Ben. Peter answers, "when you can do the things I can do… but you don't. when the bad things happen… they happen because of you."

Tony and May stare at the young man. Tony's heart goes out to the young boy as he knows that tone of guilt, how ones own inaction causes the suffering of others. And May, her heart just breaks as she sees how her son in all but blood is in emotional turmoil.

"So you wanna look out for the little guy, you wanna do your part? Make the world a better place right?"

"W-well yea."

Tony gets up and gets near Peter, "I'm gonna sit here so you move the leg."

Peter does so and tony takes a seat next to him and lays a comforting hand on the young boys shoulder. "Kid you already know that for anyone who wants to be a hero there are places of learning right?"

"Yea you got the Xavier institute, but that's like super hard to get into and super expensive."

"True but it's needed isn't it? Everyone has to learn the ropes or else you or others could get hurt, am I right?"

"Yeeea?"

" So my proposition is, I'll bank roll your schooling, and have you train to be a true hero."

Peter stares at his idol dumbfounded for a minute. Once it reached two, Tony started to worry. He whispers to May, "I think I broke him."

"Hang on." And she flicks Peters forehead.

"Hey!"

"Back to earth?"

"Sorry, but wow really Mr Stark you'd do that?!"

"Of course kid!"

"Wow I've always wanted to meet Professor Xavier! I even wrote a whole thesis on his studies into quirks for a school paper—"

"Actually… wasn't suggesting the Xavier institute."

Peter stops and raises his eyebrows so high it almost disappeared into his hairline, "Come again?"

"Well with the dangers that Norman Osborn poses, your aunt and I have agreed to instead have you transferred and enrolled… into UA."

Peter's mind is once again broken as it hits him. Japan. They want me to move to Japan!? He skaes his head rapidly, "I-I-I-I can't move to Japan! I have my whole life here i—"

"Ok Peter enough." Aunt may says sternly.

"Look Peter, you may not know this but you haven't been subtle with your escapades, the police have been aware and it was only through Tony's intervention that you weren't being sent to juvies right now for illegal use of your quirk. The only way that was prevented was by Tony making a deal with the police that you would go to UA and get a pro hero license. This is our only option Peter and unfortunately it was because of your choice."

Shame fills Peter as he once again has caused problems for his loved ones because of his poor choices. Tony notices his depressed state and takes over and walks Peter outside. "Look kid, it's just normal high school, a few short years and your back here doing what you were meant to do."

Peter rubs his wrist, "What if… what if I fail? I can't just stop doing this."

Tony gives him a look of confidence, "Kid. Your father used to always talk about you, how smart you are how amazing you are. I checked up on you before coming here too. Your grades and aptitude are off the charts, possibly the highest in the east coast. And just like your father, you have an instinct to leap into action, that's something that very few people have and it's telling of the good character you have."

Peter is kind of uncomfortable with the praise he's getting, especially form someone he's looked up to for all his life. Tony smiles wistfully, "You're father always told me that he knew you were born for something great, something special. Looking at you now, I can honestly say he wasn't wrong."

"If you're the man we all believe you to be. Then do this." He gives Peter a card with his number on it and starts his car.

Before he gets in he turns back and says, "In case you needed anymore incentive, Your fathers research had saved thousands of lives, including mine and yours. I dare you to do better."

With that he leaves Peter to his thoughts. The young man goes up to his room and stares at the photo of his Uncle Ben smiling at him as he holds the first prize for his 5th grade science project. He remembers what Ben told him the night he died, That's the kind of man who was Peter, and the kind of man you've become. A tear falls from Peters eye as he swears to honor the memory of his parents and his uncle. Peter hears a sound and sees his aunt standing in his doorway. They're both silent as she walks up to him and pulls him into a motherly hug. They both share a smile as May can see that Peter has made up his mind.

"I guess we gotta learn Japanese huh?" and they laugh together.

Authors Note:

Welcome to my Spiderman and My hero Academia crossover! I wanted to clarify a few things. first is that this won't be a complete mix of marvel and my hero worlds. This will be a story where spiderman grew up in the my hero academia world. there will be some marvel heroes in this story, but not the avengers or the x men. It would be too much saturation for my story and and i have plans that really won't have much use of a lot of marvel characters. Noe that's not to say that we won't see any, obviously you've seen Ironman in this. His role will be as that of a mentor but the kind of mentor i was hoping he'd be, a lot like all might is to Midoriya. And yes the Osborn story arc is gonna be in this but in the background for a bit but it will eventually come crashing into UA. when that'll happen , you'll jsut have to wait and see, but i do hope that you will all give my sotry a chance. I can't guarantee it'll be an amazing story but i do guarantee that it'll have heart. and it won't be a simple rehash with spiderman thrown in, I'm going to incorporate storylines from different spidermen, be it cartoons, comics, or even movies. Also this will be a spiderman who's learning as he goes so yes he hasn't started webslinging yet but he will be as the sotry progresses and his skills will definitely develop. And if you're wondering about his power level, it's the same as tom hollands spiderman who i believe is able to lift a 30 ton walkway with some effort. Though his movements will be spiderlike in the same fashion as Andrew garfields, almost like his spider side might come out eventually... anyway! i hope you all enjoyed by first chapter and that you stick around for the next, see ya!