Author's Note: I'd like to say a few things before I start this thing off. One, I'd like to thank the two people ( least last I checked it was two) who reviewed my story. Please continue to review. Second, I just saw a T.V. commercial for the entire season one of Smallville on DVD and will now head to the nearest Wal-Mart or Best Buy as soon as I can. And finally, I just watched the Smallville season premiere. And let me tell you, I pity any soul who did not get to see it. Tonight's episode reinforced why Smallville is my favorite superhero show on T.V. and possibly my favorite all round. Alright, let's begin.

Disclaimer: Once again, I own nothing, which I am grateful for cause if I did both Spider-Man and Smallville would not be as great as they are today.

Alert: Story may contain possible spoilers from past episodes in Smallville and scenes from Spider-Man movie.

"Clark! Where are you? You were supposed to be here half an hour ago to meet Peter." Jonathan was pacing back and forth in the kitchen, extending the phone cord to its greatest length. Martha sat at the kitchen table, eagerly waiting for news on their son's whereabouts. She watched her husband nod a few times and then looked up at the ceiling. She could here squeaking noises above her, signifying that Peter was still upstairs in Clark's room.

Peter surveyed his new surroundings. His shirt lie on the floor next to his open backpack, revealing his muscular form. He slowly walked in circles, studying everything that came to eye. It was a normal room for the most part. It had a bed, a closet, pictures, etc. He lightly skimmed Clark's wardrobe. After about three seconds of that, he turned his attention to a desk. It was mostly bare. It held a few school papers, some pens, pencils, nothing really worth a second glance. However, he did notice that Clark had some math homework on his desk. He examined it, and then reached for a pencil.

"Forgot your negative sign infront of the seven Kent." He erased the spot and promptly added the correct answer. He dropped the pencil and examined the rest of the paper before turning away. His attention was draw to a small table in the corner. On it were numerous pictures. He studied the faces. Two he knew already, Jonathan and Martha Kent. He assumed the smiling boy between them was Clark. His gaze turned to other photos. Some were of Clark at a young age with his parents. Others were of people he assumed where Clark's friends. There was one of Clark and an African American kid making goofy faces at what appeared to be a party. There was another of a beautiful black haired girl dressed as a waitress, smiling as she handed someone a cup of coffee. And then there was another with Clark dressed in a nice suit, holding a blond haired girl who was wearing a pink dress. They were both smiling and the green and yellow banner around them said "Graduation of 2002."

He stared at the photo as he moved it closer to his face. He remembered his freshman graduation, and his sophomore's (which was only about a week ago). He hadn't been very popular those two years, and it would have been miraculous if a girl asked him to have her picture taken with him, much less dance. He pushed the thoughts aside and placed the photo back where it belonged. There was suddenly a soft knock on the door.

"Hey Peter?"

He turned to see Martha Kent standing at the door way.

"Yeah?"

"Jonathan's going to take you to the Talon. Clark said he'd meet you there. Said he wanted you to meet his friends."

Again the term friends. Clark's life seemed to be going so well. Like he had everything he could possibly want. He sighed.

"I'll be right there. Just let me change really fast."
Martha smiled then closed the door. In a minute, the red truck was leaving the driveway and Peter's backpack was open and almost empty.

"I'll pick you guys up at ten, alright?"

"Okay. Thank you Mr. Kent."

"You can call me Jonathan Peter."

Peter let out a smile. "Thanks."

Jonathan also smiled as he drove off. Peter turned his attention to a tall and dark haired young man who was all smiles. As they spoke, they started to enter an old looking movie theatre, which looked as though it had been recently renovated.

"Hey Peter. I'm Clark."

Peter took the extended hand.
"Hey Clark." Peter smiled. For a moment Clark was taken back. Peter was matching the amount of pressure he was applying to the handshake. He gave an awkward smile and headed for the door.

"So what are we doing here? I thought you were going to meet me at your house?"
Clark smiled and opened the door for Peter. As he walked in he was met by three cheers of "Welcome to Smallville." Speechless, Peter looked around to see the friends from Clark's photos standing before him, smiling and greeting him.

"Peter, I'd like you to meet Pete," the African American that Peter hand seen early extended his hand. "He's pretty...energetic. But a good guy." Pete looked at Peter in surprise.
"Quite a grip you got there, Peter." Peter quickly loosened it, reminding himself that he had to hold back.

:"Sorry Pete."
"That's okay."
"So Pete, which do you prefer, Pete 1 or Pete 2."
Puzzled for a moment, Pete soon smiled.

"Or we could simply call you 'Bob' and there wouldn't be any confusion."

Peter's smile widened and looked at Clark.

"I like this guy."

Clark let out a small chuckle and led Peter to the black haired waitress he had seen early.

"This is Lana. She kinda owns the place."

Lana was also smiling. Peter looked at her in surprise.

"Really? You own your own business. Wow."

"Well, me and Lex do. We have a partnership."

Peter looked at her confused.

"Who's Lex?"

Clark intervened.

"A very wealthy kid that you're going to have the privilege of meeting later."

"Wealthy?" He paused. "He wouldn't happen to have the last name Luthor would he?"

The four looked at him in surprise.

"You know him?" The blond asked.

"No. But I've heard of him, and his father. Harry sometimes tells me about his dad's buisness partners and the name Luthor sometimes pops up."

"Harry?"

"A friend of mine who's also very wealthy. But I'll tell you about him later Clark."

Clark nodded and then jumped a bit as if he suddenly realized he'd left the oven on.

"Oh, sorry. Finally, this is Chloe." The blond was also smiling and extended her hand.

"A pleasure Mr. Parker."

He smiled and took it.
"Chloe runs the school newspaper. She's quite the talent."

Chloe blushed a bit at Clark's remark.

"Really? Well if you need any photographs give me a call."

"You're a photographer?" Chloe asked in surprise.

"Kinda. Don't have a job as one, but I'm working on it."

She smiled. "So what brings you to Smallville Peter."
Peter's smile suddenly faded and his head lowered. There was an awkward silence and Chloe immediately regretted asking the question. Peter's voice was slow, hesitant, and it sounded like he was near tears.

"My...my aunt...Aunt May...she just...just thought I needed some time away...after...after.."

He sniffed and the last part of his sentence was barely a whisper.

"...after Uncle Ben died."

There was another long awkward silence and all eyes were on Peter. His head suddenly popped up. His eyes were like dams that were ready to burst and he forced a smile.

"So..uh..*sniff*..what..uh..have you guys been doin? School still on for you guys?"

"Uh...yeah...yeah. We still have two weeks of school." Chloe replied. Her face was full of concern. "Maybe, you could, um, come visit it, as like a shadow or somethin."

Peter sniffed again and wiped his eyes with his sleeve.

"Yeah. That'd...that'd be great."

Another long silence. One that was soon broken by Lana.

"Well hey, why don't I get you guys something to drink?"

"I'll help." Said Clark, who eagerly rushed in the back with Lana. As the progressed to the back they looked at each other worriedly.

"Clark, what's wrong with him?"

"I don't know. I think one of his relatives or something died. My parents were kinda sketchy on the details. Said it'd be best if Peter told me when he was ready."

Lana just nodded and brought up some cups from the back to the counter.

"So what does everyone want?"

"Coffee for me please." Replied Pete.

"Me too." Added Chloe.

"What about you Peter?"

Peter didn't answer.

"Peter?"
He stood still. Something was wrong. His spidersense was giving a mild buzz.

"I...uh..I have to use the restroom."

The others watched him leave but only Chloe noticed piece of a red shirt hanging out of the back of the green shirt he was wearing.

"So Pete, who are you taking to the graduation dan.."

Chloe's statemnt was cut off by the ringing of the door bell as the front doors opened. Three athletic looking men entered the room. One was instantly recognized by both Lana and Clark.

"Lana, baby." He said. "You and I got off on the wrong start. I was thinkin we try again, only this time you don't kick me."

Lana smiled nervously as she remembered drop kicking the creep last time he made advances. But Clark was also worried. He couldn't use his powers infront of everyone, but he couldn't let this jerk hurt anyone either. His body tensed as the man got closer. It looked like he didn't have any choice.

"Hey Moe!"

Everyone suddenly froze and looked around for the intruding voice.

"Up here smart guy."

Everyone looked up to see a figure dressed in red and blue clinging to the ceiling. He was wearing a red ski mask and red and white tennis shoes and gloves. His pants were blue and his red shirt looked as though it had a black spider on it.

"Why don't you and your three stooges get out of here."
The man stood there for a moment, dumbfounded. He shook his head growled at him.

"Why don't come down here so I can shut that mouth of yours?!"

"Wow," replied the figure on the wall. "That was quick. It only took you a whole thirty seconds to reply. You must be whizzen right through speech class, talkin so fast and all."
The guy was in shock. He didn't know what to say. He was completely dumbfounded, as were his two buddies. The red and blue figure suddenly leapt off the ceiling and landed right infront of him.

"Let's see if your fists move as fast as your mouth freak!" yelled the man as he lunged a fist at the colorful character. For a moment, it looked like he was going to hit the guy, and then at the last second he moved out of the way. He punched again, with the same results. And again and again and each time he punched harder and wilder.

"Come on guys! Get him!"

The other two never had a chance to reply. They were suddenly bound in silver threads and falling to the ground.

"Say goodnight Gracie."

The last thug was out cold before he hit the floor. The red and blue hero leapt out the front doors with Chloe calling after him.

'"Wait! Who are you!?"

She got no reply. And in a few seconds they heard a toilet flush and a young Peter Parker walking out of the men's room.

"So," he said. "What did I miss?"
The others just looked at him.