It was early in the morning, the sun just starting to rise over the horizon. It was quiet at the dockyard, with the workers just calmly going about their business, loading and unloading boxes from boats and the like. The waves gently crashed against the docks, with everyone around sleepy and calm.

Unbeknownst to them however, was an abandoned warehouse that no one gave a second thought to. Inside the ancient cement building, was Adrian Toomes, looking at the suit that was hanging in front of him. It was connected to a couple of chains, and had what looked like black feathers covering it, with a black and red helmet connected to it. It had steel wings, each 'feather' more like a metal dagger, each connected to the actual costume.

He had a blowtorch in his hand, and a welder's mask over his head. He put the mask down over his face, before he started to work on the suit. He was nearly done, the suit complete for the most part, with the only thing that needed to be fixed were a few seams in the suit. Toomes had already tested its aerodynamics, it's durability, and so far, everything was perfect.

Osborn undermined him. He treated him like a kid until the end. A child who couldn't string together a simple thought. How wrong he was. How wrong he was going to realize he was. The time has come. Osborn will regret ever going against him.

"Seriously, he's such a jerk!"

Peter was at his locker in Midtown High, sorting through his books while he talked to Gwen Stacy about some problems he had been experiencing.

"So wait," Gwen interrupted, trying to understand her friend's venting. "This guy, Eddie, just shows up and takes your job?"

"That's right!" Peter exclaimed. "Jameson was going to cut me off completely, before Robbie convinced him to give me a job as a webpage designer."

"Well, that doesn't sound too bad."

"It pays half of what I was making before, and Brock keeps rubbing it in my face that he's getting the Spidey money now."

"Ok, that is bad," Gwen said, as Peter grabbed his textbook from his locker. "How did you get pictures of Spider-Man before?" She asked.

Peter paused for a second, before shutting his locker. "I was just lucky, I guess," he said, as the two started walking down the hall.

"So you can still get pictures of him?" She asked.

"Yeah, but Jonah wants incriminating pictures of Spider-Man. Him robbing banks, mugging people, eating kittens, that sort of thing."

"Well, that can't be too hard. He's been causing a lot of trouble lately. Did you see what he did on the news? He-"

Peter looked at the blonde beauty, as he couldn't believe his luck. The girl that he respected and cared for the most in the whole world, was talking about how terrible he is. Well, not him, but...well yeah, him. Not Peter. Spider-Man. Who he really was. Or, who he pretended to be. His brain was starting to hurt.

"Peter?" Gwen asked.

"Huh?" Peter croaked.

"You're...uh...you're kind of staring," Gwen said, with a small smile, as she looked to the floor.

Peter instantly felt his face heat up. "Oh! Uh, well I just thinking about what you said, and, uh, well, maybe I could, uh...you brought up a good point and..."

The boy cut off his own stammering, as he noticed a poster hanging in the hall. It was highly decorated, covered in a lot of bright colors. It had the words 'March Formal' plastered across it.

"March Formal?" Peter suddenly asked, drawing Gwen's attention to the sign.

"Yeah," she said, a little unenthusiastic. "The student council complained that we didn't have enough dances. So now, we have five."

"Oh," Peter lamely muttered, a million thoughts running through his head. He sort of had this talk with Tony. The millionaire basically told him to ask her out if he really liked her. Which he totally did, no question about it.

But, they were great friends. Really close friends, since they met in middle school. She always got along with Aunt May, and even though her mother seemed indifferent to him, he had always bonded with George Stacy, her father.

He didn't want to ruin that. What if he asked her out and she said no? Then there would always be this weird air between them. They would never be able to just go back to being just great friends. And with Harry ignoring him now, he was low on friends. Gwen and Mary Jane were his only normal friends left, ones who don't wear spandex and have claws in there hands, and MJ was hanging out with Harry a bit more often, probably to try and get him to forgive Peter.

"Pete? That's the second time you spaced out," Gwen said, giving a little giggle while she waved her hand in front of his face.

"I, uh, was just thinking that, well, if you weren't busy that day, maybe you would like to, ah, go to the dance."

Gwen gave him a surprised look.

"With me," he added. "I probably should of said that first. Heh."

"You want to go to the dance with me?" Gwen asked, quizzical.

"Well, yeah. I mean, if you don't want to I completely understand," he hastily told her. "I mean, if you're busy, that's fine, and-"

"Peter," Gwen said, interrupting him with a hand on his shoulder, and a smile on her face. "Shut up. I'd love to go to the dance with you."

The brunette felt himself flush, as he watched Gwen walk away to her next class, leaving him dumbstruck in the middle of the hallway. After about a second of just standing there, he felt Flash Thompson and Kenny Kong come out of nowhere, both shoulder blocking him on opposite sides and knocking the book out of his hands.

"Earthquake!" Kong blurted out, laughing along with his friend.

"Puny Parker can't handle the quake!" Flash obnoxiously chuckled, before the two bullies just walked away, leaving the young man alone.

Peter just absentmindedly laughed, as he picked up his book from the floor. Yeah, not even that was going to bring him down.

"YAAHOOOO!"

Spider-Man was swinging around the city, just finished with school, ecstatic about everything right now.

"I got a date! I got a date!" He yelled high among the buildings. "Little ol' me! The little nerd that could! That's me, baby! WOO!"

He stopped, hanging upside down on a web, attached to a gargoyle on the edge of a building. "I need to call Tony!" He said to himself, as he dug out his cell phone. He quickly dialed Tony's personal number, and put the phone to his ear. It rang a couple of times, before the web head heard the line pick up.

"You got Stark," Tony said, obviously multitasking as he seemed a bit unfocused.

"Tony!" Peter exclaimed. "Thank you! Thank you thank you thank you thank you! Thank you and thank Steve for me, because I don't have his number for some reason, which I really should get, but thank you!"

"You're welcome," Tony told him. "What are you thanking me about?"

"You and Steve convinced me to finally asked Gwen out! She said yes!"

"You asked Gwen out!?" Tony exclaimed, as it seemed that his attention was now fully on the conversation with the teenager. "That's great! Knew you had it in ya kid. I don't need to give you the birds and the bees talk, right?"

"Uh, no. Ew."

"Don't ew. It's a thrilling procedure of nature's beauty. Plus, it's some of the most fun an adult can have."

"Ok, double ew," Peter groaned. "Can we stop with the weird almost sex talk?"

"I'm a playboy," Tony defended. "Sue me. Anyway, what're you guys doing?"

"We're going to a dance!" Peter excitedly told him.

"...a dance?"

Peter was a bit deflated by the billionaire's reaction. "Uh, yeah?"

"Peter, I tell you this as a mentor, and as a friend. That's incredibly lame," Tony bluntly told him.

"It's not lame."

"Completely lame!" Tony dismissed.

"I'm a kid in high school who just got a demotion from his job, dances are about all I could do. I can't exactly afford to take her to a malt shop," he said, in an old man voice.

"Was that a joke about my age?" Tony asked.

"Of course not, Sonny!" Peter continued in the old man voice. "You're as fresh as sliced bread! A spring chicken!"

"Ok, that's enough," Tony chuckled. "Malt shops were Steve's thing, by the way."

"Oh yeah," Peter realized, going back to his normal voice. "Man, the 1940's were a strange time."

"Tell me about it." Peter heard Tony pause on the other end for a second. "Ugh, how did you get along with this guy?" Stark asked the teenager.

"Who?"

"Mister Doctor Richards," Tony said, with more than a hint of snark. "He's back over here to work on our project. Which was based on my plans, might I add!"

"Tell Reed I said hi."

"Peter says hi!" Tony called, before going silent for a second. "Stretch Marks says hi." He went silent again. "What, you don't like 'Stretch Marks'? I thought it was clever!"

Peter sighed, as it was obvious his friends were bickering again. He watched a flock of birds fly past him in the distance, as he heard the two heroes on the other end argue over stupid genius topics. While he looked at the birds, he noticed another flying object next to them. Something that looked like a man with wings.

"Uh, Tony?" Peter inquired.

"Yes, young hero who obviously thinks I'm the greatest scientific mind today?" Tony answered, biting back at Mister Fantastic.

"Is Falcon back in town?"

"Uh, no, I don't think so. Why?"

"Ugh, I gotta go be a hero. Talk to you later," Spidey promised.

"Give 'em one for me kid," Tony said, as the teenager hung up and put his phone away.

Peter got right side up, as he jumped off the web towards the flying man. He shot another web as he sped towards the unidentified person, as he prepared himself for what he was sure was going to be an interesting experience.

A/N: Hello, everyone. I know I don't usually put notes on the chapters, but I felt like I probably should at this point.

First off, I would like to thank everyone for reading, and giving this story the love that it has received. I started this off as just a fun little thing I wanted to write, and it has gotten a much larger audience and support group than I ever expected. For that alone, I appreciate greatly. I love Spider-Man, I love Marvel, and I love comic books in general, so I hope it comes across in this story.

Secondly, I have decided to answer any questions that anybody may have. It seems to me in certain reviews that some people are really curious about the story and details about it, and I figured it would be fun to answer them. I will answer as many as possible in the next chapter, and will probably continue doing so for the foreseeable future.

Once again, thank you to everyone for reading, reviewing, and supporting this story. I'm going to be honest and tell you that there isn't any real end in sight for it yet, and that I have plenty more interesting stories that I'm just dying to tell.

See ya next chapter!