A/N This is my first Spidey fic, tell me what you think :) This is an MJ/Pete fic. :) I read all of the ones on ff.net, and so now I decided to make one too! This is kind of an AU type story, the storyline would be a little bit of Ultimate Spiderman and a little from the movie.

Chapter One

Peter Parker walked down Midtown High School's crowded hallways intent on getting to his Chemistry class early. He wanted to ask his professor a few questions about an experiment he read up on before class started. He had his bag slung over his shoulder and kept his head down, as usual. He was careful not to make eye contact with anyone, especially those intent on making his life a living hell, such as Flash Thompson and his little gang of dunder heads. He saw the classroom ahead and walked into it.

---

Mary Jane Watson was not one who was considered normal. She was for one, one of the most popular girls in school. She was a tall redhead with sparkling green eyes, but that wasn't the reason Peter Parker loved her for all these years. When he saw her, the breath was knocked out of him and his heart beat faster than normal. He couldn't explain his love for her, it was yet another mystery that remained unsolved in his life. Ever since he first saw her when he was six years old, he wished he could see her every day. However, somewhere in his mind, the reality of the situation hit him like Flash Thompson's fists. She was way out of his league. Peter Parker, the class nerd, socially impaired, and Mary Jane Watson, the popular party girl, dating the most popular guy in school. Sure, they had talked a few times, but Peter was sure it was just out of sympathy and the fact that they were neighbors. Sometimes she would smile at him across a hallway or a classroom, but knowing her it was probably something she did all the time. So when he entered his Chem class he was caught completely off guard and even stumbled a bit when he saw none other than Mary Jane Watson sitting in her desk, patiently waiting for class to start while sipping a cup of coffee. She turned around and smiled.

"Hey Pete," she said. He started to get extremely nervous, his hands were sweaty and his face started to turn a bright shade of red.

"Uh...H-Hey-y Ah.. MJ." He managed to spit out. Crap, she probably thinks I'm an even bigger nerd now...

"So what'cha doing here so early?" She said. Peter completely forgot. He was so caught up in the situation at hand that he forgot to talk to the professor, and class was starting in a few minutes.

"Oh, uhh... I had to uh, ask Mr. Salks a question..." He said, rushing over to the desk. MJ saw him leaning over and frantically asking Mr Salks question after question. He looked so engaged in what he was learning. She smiled at this as the rest of the class poured in.

"Alright, thanks Mr. Salks." Peter said as he sat down in his desk. While he was opening his books he felt a wad of paper hit him in the back of the head. He didn't even bother turning around, he knew that the school's usual cronies would sit there pretending to look innocent. He was used to it by now.

--

Mary Jane's expression turned into one of sympathy and hurt as she saw Peter endure the endless turmoil he must have to deal with on a daily basis. She turned around and shot Chris Walker a dangerous expression. He threw his hands up and mouthed, 'What did I do?.'

"Stop it," She hissed to him and his friends. She turned back around, pleased that her neighbor would finally be able to go through one Chemistry class without being smacked in the head with various objects.

--

Peter was scribbling notes furiously as he heard the teacher's lecture. He was so absorbed in what he was doing that he failed to notice the absence of the cruel remarks usually headed his way. When the bell rung for class to end, he got up and shoved his books in his bag. It was the last period of the day, so he was going to get back home. He grabbed his coat from his locker and proceeded towards the exit. He looked up and groaned. It was Flash, surrounded by at least five of his buddies. He looked sideways, seeking the nearest exit.

"Hey Parker, heard you got off easy today in Chem.'' One of them said.

"Yeah, c'mon Parker, we can't have that," Flash said to him.

"Flash, I'm just leaving." Peter said, looking exhausted and in no condition to put up a fight.

"Oh, okay. I'll just leave you a present," He said. He flung his fist forward and caught Peter square in the chest, sending him flying backwards. Peters obvious lack of muscle was one reason he resorted to running in situations such as these. The punch hurt a lot, and as Peter was struggling to straighten himself up and preparing for the worst, he heard a familiar voice.

"Flash! Stop it, he didn't do anything."

It was Mary Jane. She had come to help him!

"Hey back off honey, I'm just giving him a piece of my mind." Flash said, shrugging off her comment.

"No Flash, leave him alone, now!" She looked furious now, standing her ground.

"Mary Jane, back off." Flash said, turning to her now.

"No, leave him be Flash," She said again, now looking a bit fearful as Flash advanced on her.

"MJ, get out of here. Now. We'll talk later." He said.

"Leave her alone Flash, this is you and me," Peter said. Such brave words for someone who just had his lights punched out.

"You've got to be kidding me." Flash said, throwing up his arms. "This isn't even worth it," He said, turning and striding off.

Mary Jane watched them go and walked over to Peter, who was on the ground. She extended her hand to him and smiled.

"Here, you don't look so good," She said and pulled him up. This is Mary Jane... this is the girl I love, helping me...

"Th-Thanks a lot MJ, but you didn't have to do that for me..." He said, looking a little embarassed. She laughed and put a hand on her shoulder.

"C'mon Pete, your my friend. I can't bear to see you in trouble. It was pretty brave of you to say that to Flash." She said.

"Well, I was just, y'know..." He looked awkward, like he didn't know what to say.

"Don't dwell on it, Tiger. Forget Flash, his life is pretty much worthless anyway." She said.

Peter looked a little confused. Why was she saying these things about her supposed boyfriend?

"But aren't you two..." He started, "No," She said. "No, we're done. I couldn't take him anymore, the way he treats people. He's so self centered, I don't know if he even knew anything about me." She said.

"Oah.. I ah... I'm sorry..." Peter said. "Don't be, I didn't like him that much anyway." She smiled and looked at him. Really looked at him. She noticed that behind those thick glasses, he had two beatiful ice blue eyes.

Peter on the other hand was so wrought with nervousness that he thought he might burst at any moment. He was sure his face was beet red and his hands were damp. She could probably see his heart beating way too fast and his uneasiness.

"Well, I gotta run, see you later, Tiger," She said and turned around. She walked away and Peter sighed. Just the nerd again. He knew that was probably all she saw him as. It was all anyone saw him as. But then, she had stood up for him, hadn't she? That was one of the reasons he loved her so much.

==

He got back home a little later, after picking up a few groceries for Aunt May. Upon entering his room, he threw his bag down and collapsed on his bed. He was exhausted. He took off his glasses and rubbed his eyes. He put them back on and looked at a graduation notice on his desk.

Oh yeah... Graduation... I wasn't thinking of it... It's in four days. Finally, I'll be away from all those guys... but MJ... what will I do without her?

He folded his hands behind his head and dipped into a new state of low. The prospect of life without MJ would be terrifying. It sounded silly, but he couldn't live without her. Even if he knew they would never be 'together.' His eyes turned to his window, where he saw MJ in the house next door. He looked up a little more and saw her on her bed with her face in her hands. She looked like she was crying. She wiped her eyes with the back of her hand and got up. She walked out of her room and Peter thought she would probably be going downstairs or something.

He went down to dinner a couple hours later and seemed completely out of it. He wasn't sure why, but he just felt like something big was coming to an end. His graduation would be the final day he may see MJ for a long time.

"Hey Peter, how was school?" Uncle Ben said to him.

"Wha-What? Oh. Right. Um, it was good." He didn't want his Aunt and Uncle to know what went on, they would worry too much.

"Thats good Pete. So, excited to finish High school?" He said.

"Um, yeah, I guess Uncle Ben." He said half-heartedly.

"Aw, He's probably worried he won't see Mary Jane anymore." Aunt May said knowingly.

Peter looked up and smiled at this, she always knew what was going on in his head.

"Ah, Pete. You'll see her all the time, she lives next door!" Uncle Ben said.

"Yeah... I guess." He said, finishing up his plate of food.

---

The next day Peter awoke with a new feeling of happiness. They were finally going on his much anticipated trip to the Arachnid exhibit. He was fascinated by these kind of things. He quickly got dressed and put on his glasses as he slung his bag over his shoulder. He looked out of his window to see MJ turning and going down her stairs. He darted out of the house, saying a quick "G'bye" to Aunt May and Uncle Ben. He arrived just in time to see MJ walking out of the house with her father yelling at her out of the window.

"You good for nothing wench, get back in here and clean up this shit!" He screamed at her. She said nothing but walked a bit faster as her father dismissed her with a wave of his hand and walked drunkenly back into his house. Peter ran up next to her.

"MJ... hey, are you alright?" He said looking concerned. She looked like she had tears in her eyes. She tried to look like it was nothing, but it didn't work.

Peter's always known when I'm in trouble... he's so considerate. I don't feel like I have to hide from him...

"I'm sorry, Pete... sorry to bother you at this hour... It was nothing, please don't worry about me," She said.

"MJ... if you wanna talk about anything..." He said.

"Aw, Thanks Pete. I'll be okay... besides, I'll be out of here soon anyway..." She said.

"Yeah... MJ, really, are you alright?" He said.

"I'm fine Pete, really..." She said. She changed the subject, "So do you have plans for after graduation?" she said.

"Well... uh, Harry and I were planning to get an apartment together. His dad has a place up in the city." He said.

"Hey, maybe I'll see you around there, I was planning to go up there as well. Y'know, get a job, make something of myself..." She said.

I feel like I can say anything to him...

"I... I well, I want to... I want to be an actress..." She said.

He brightened at this and smiled. "MJ, you would be awesome. You'll definately be a amazing. You'll make it into Broadway for sure," He said.

She smiled. This was the first time she'd ever said that to anyone.

"Thanks, Peter." She said. Before he could respond a car pulled up behind her and MJ was literally pulled in by a couple of her girlfriends.

"Hey MJ, whats up! C'mon, my dad bought me this great new...." Was all he heard before she was wisked away.

He sighed and looked up to see that he'd missed the bus again. Luckily for him he was up early so he could have time to walk to the exhibit.

AN. Sorry nothing really happened in this chapter, I'm just kinda setting the stage. And don't worry, this may sound too much like the movie but it's just the beginnning. It'll take off next chappie.