Disclaimer: I do not own Buffyverse, Spider-Man or anything else you may recognize

Thank you to everyone who has favorited, followed or reviewed this fic so far.

Thanks to Bl4ckHunter, Brainstorm Sorcerer and Marcus S. Lazarus for some suggestions

Spiritree0513: Thanks for the review. Honestly, I swing (pun intended) back and forth between who I like more out of Tobey and Andrew. Sometimes, I like Tobey more, other times I like Andrew more, though I do relate to Andrew the most. During the time I wrote 'I am Spider-Man', I liked Tobey more. Guess NWH made me like Andrew the most again due to the passion and energy he showed, he stole the movie. Though of course Tobey was perfect too when he came in. Having said that, I think now all 3 have their merits, even Tom since in NWH Iron Boy Jr. fucked off and he finally became the Spider-Man we all know and love.

Guest: Thanks for the review. Character's opinion is not necessarily my opinion, Willow is just a very self-loathing person, especially at this point in the timeline. My Buffyverse stories usually center around Willow, Tara, Dawn, Faith, Angel, Spike, Cordelia or Wesley, I find all of them a lot more interesting and developed than Buffy tbh. I like Xander but Super Xander fics are my least favorite fics in the fandom. I know when Willow started drawing from Earth, but things have changed here since she left Sunnydale after 6x10. Glad you enjoyed.

Chapter 2- Bad game

Willow woke up the next day and brushed her teeth, then took a shower before wearing her clothes and reading the newspaper that had arrived, this day being her TA day, as she had only one class in college during the evening, meaning she could go help teach.

Plus, she was a literature TA, that was one of the subjects taught in here, and she'd decided she would be a good Teaching Assistant for that one.

The school seemed to agree since her application as well as conditions of employment were all accepted.

Hopefully, this was just what she both wanted as well as needed.


Miss Ritter was nice, Willow thought to herself, having met her in person for the first time, as before this they'd only talked via phone and e-mail. And she was a middle-ground teacher, at least that was the impression Willow got.

Not too harsh or strict, but not very lenient and easy going either, just the right balance, so Willow liked her due to that.

And now they were in class. For this one, Willow wasn't supposed to do much except hand over any books or supplies, just watch how Ritter taught her students.

The author whose books she was teaching to make students understand was one of her favorites- J.R.R. Tolkien!

His work was brilliant, with great adventure and characters, plus she loved the magic system of his fantasy world.

It was the subtle kind, almost like divine intervention, which fascinated her more than a lot of the direct magic systems in other fantasy works or even fiction in general.

But of course this class wouldn't be about discussing magic systems, rather the more literary aspects of the work, which was also not something Willow minded.

The students were mostly seated, and Willow noticed one young blonde girl amongst them. Miss Ritter started. "So today, we'll be talking about the big 2 works of J.R.R. Tolkien and-"

That was when a boy arrived at door, and Willow's eyes widened on seeing him. It was the sticky boy from the subway!

He didn't see her yet, due to his attention being on Ritter. "Mr. Parker, late again."

"I'm so sorry, ma'am", Peter Parker apologized, walking in, and that was when he noticed Willow, just as shocked as she was.

They locked eyes for a second, then he turned away and walked to his seat behind the blonde girl, sitting down there, seeming freaked out due to having seen Willow.

Willow wasn't freaked, but a bit surprised, though at least now she knew a little more about the boy. Peter didn't seem bad to her based on what she'd seen last night, just scared.

Whatever abilities he had gotten, he clearly had no idea how, and his fighting too seemed to be on instinct rather than any kind of training.

Almost like a Slayer or Vampire, who also got certain skillsets on being called and turned respectively.

Willow looked at him once more but he turned away, not wanting to face her for obvious reasons, probably due to the fact that she had seen his stunt on the train.

Well, not probably, that was the truth of the matter here for sure.

"So, as I was saying", Ritter continued from before. "Now, if you want to be an author, specifically of the fantasy genre, I'd almost always recommend Tolkien's work due to the worldbuilding and lore in it. Can anyone name any other work with this kind of worldbuilding and lore?"

Some of them thought, then Flash Thompson raised a hand. "Yes, Mr. Thompson?"

"Harry Potter?"

"I don't entirely agree, even if I get why you think that way, of course I won't change how you think, but from my side, I say while those books have their merits, I won't say they do any lore or worldbuilding that well", Ritter shook her head in disagreement. "Even the characters and character arcs, there are various issues which I have caught, of course someone else might think that's not the case, but not the point."

"Besides, I personally think it's a pretty horrible world", Willow added randomly. "With terrible ideas of magic and its consequences. Not the kind of world I'd want in real life."

She got confused looks from everyone, Ritter included, and chuckled lamely. "Which is obviously not important. Sorry, just have various issues with that franchise, minus a few characters here and there."

"And I cannot blame Miss Rosenberg here for that", Ritter agreed there with a nod, picking up her class once more. "If you want to see a similar literary work, I'd recommend Percy Jackson to everyone, since those books have good lore and worldbuilding, as well as characters and character arcs that pay off, since in fiction, those things are very important to keep in mind. I'd say its Harry Potter done better, of course that's what I'd say, others can have a differing view. But now, coming back to Tolkien-"

Ritter definitely was great, Willow enjoyed listening to her, at this point she was wondering how good she would do compared to her if she had to teach.

'Probably not that good', Willow decided, since in spite of having taught computer classes after Miss Calendar's death, she was not as experienced in the area as an actual teacher, the teacher in this case being Miss Ritter of course.

By the end of the class, Willow understood certain characters and portions of the lore even better than before, now noticing things she hadn't even considered.

The combination of a well-written work with great worldbuilding and lore, plus a teacher who knew her subject and was passionate about it, could clearly lead to wonders, as this had proven.

"Anyways, that's all for today, see you all next time", Ritter said, the students nodding and disbanding as Ritter handed some papers to Willow. "Now, you have to check and grade these, all right?"

"Yes, ma'am", Willow nodded, Ritter giving her a smile and moving away. Willow noticed Peter was the last one to leave, and he shot her one last look before scampering away.

Willow got up, deciding to follow him, and walked after him. He turned his sideways a bit to see if she was following or not, and it seemed like he did know she was.

Maybe an addition from his abilities he had displayed back at the subway, Willow thought to herself. After all, he had woken up on instinct, and even fought off the whole group of rowdy people on instinct, so his instinct probably knew he was being followed, even if he had no idea who it was that was following him.

Then a small crowd of students appeared in the way and Willow lost Peter, sighing. Of course she wasn't going to use magic to find him, it was just a crowd.

If only she had the common sense to not think of using magic to find someone a long time ago, Willow now mulled sadly, remembering her fight with Tara when she'd suggested magically shifting everyone not a 15 year old into another Dimension to make finding Dawnie easier for them both.

How she didn't hear herself then, she still couldn't tell. Even if she was getting high on her power at that point, her suggestions were pretty ridiculous and laughable.

At least she saw it all now, but too late. Hopefully she could be better here.

But she had lost Peter, so she'd have to come back to him later, right now, she would check and grade all the papers that Miss Ritter had assigned her (she still wasn't completely over her habit of wanting to impress teachers with her hard work, even if her role under a teacher was that of a Teaching Assistant now instead of a student), then only after finishing that little job would she go back to thinking about what to do with Peter.

He didn't seem like a threat, but he did seem like he needed help, considering the situation he was in and how he behaved.


Willow was later sitting at the side-lines of the basketball court, as that was the only spot she found, and doing her work, far away from where the game was being played, by that Flash Thompson and his buddies.

"Number one, Reggie."

"Run it, buddy. Let's go, Reggie..."

Thompson managed to stop Reggie from shooting, defending and sending the basketball elsewhere.

"Rejected!"

That tone, bullies used that, plus, the way he was lording around everyone, he did seem like a bully to her. Willow was reminded of Larry before he had come out.

She saw the basketball moving towards the paint bucket of a girl who was painting a school banner on the court (was she stupid or what? Who painted a school banner on a basketball court during a game or practise? Plus Flash and his buddies had been playing first and she'd arrived during a break), almost knocking it over.

Willow again held out her palm, stopping the ball just next to the bucket. However, the girl was still agitated and getting up, snapped at Thompson. "You did that on purpose, Flash!"

One of the players picked up the wall as Willow sighed. People here really loved blaming others. First the beer guy from the subway, now this girl.

She had seen what had happened, Flash had just defended, he wasn't aiming it at her paint bucket, it just happened accidentally.

Though his next words made Willow decide not to take his side either. "No, but I should've. You better watch your back."

He took the ball when it was tossed to him and walked off, the practise beginning again when Willow noticed Peter in the corner.

'Huh?' She thought to herself, wondering if she could have a chance now.

Peter walked to the paint girl, sharing a look with her. She saw Flash defending again but this time he aimed it on the girl on purpose.

The ball shot at her but Peter caught it on instinct without even looking. Willow wasn't surprised, given what she had seen, though the girl was.

Flash then called out. "Give it up, Parker." Peter turned to Flash who gestured to himself. "Come on, man."

Peter looked at the girl, then handed her his camera, before walking around. "One sec."

Willow noted a visible change come over him now. He had a smirk, a vindictive one. And Willow knew that kind of smirk very well.

Peter challenged Flash. "Come on, man. Why don't you take it from me?"

Flash was confused as Peter said. "That's right. Take it."

Flash walked closer to Peter. "Go ahead. Take it."

Flash shot a hand out to snatch the ball but Peter passed it to his other hand from behind himself swiftly, now holding the ball in his other hand.

Willow knew exactly what Peter was doing, using his abilities for something selfish. Flash was a bully, he'd probably bullied Peter before, and now he was getting back.

As much as she got it, after her experience of letting her own power get to her head, she knew this was not right.

Flash tried to take it again and Peter passed it to his other hand, outstretching his arm too. Flash lunged but Peter dodged and leapt, making Flash sigh and turn away.

Peter threw the ball at his back, hitting him.

The chuckling crowd did a 'ooh' now, Willow wondering where this would go. She hoped not too far, he was getting back at Flash but not beating him up, just embarrassing him at the game.

She'd still talk to Peter later though, she had to.

There was some laughter again, Peter giving a toothed grin.

Flash walked to Peter who almost hurled the ball at his head, making it look like he'd hit him, so Flash backed off.

Peter said again. "Just take it." He now covered his eyes with his other hand. "All right, how about this? All right?" He turned his face to look the other way too. "How about that?"

Flash tried to snatch it but failed, and Willow knew why. The basketball was stuck to Peter's hand.

Thompson's buddies of course did not know Peter had powers and thought Flash was just playing games.

"Come on, Flash. Flash, stop playing, man. Take it from him!"

Peter taunted Flash as well. "Come on, Flash. Take it."

"Yo, Flash, let's go."

"Let's go!"

"Do it, Flash. Stop playing, man."

"Let's go, Flash."

Flash backed off a bit now, glaring at Parker.

"What are you doing?"

"What's up?"

"What you doing?"

Peter started dribbling the ball while chuckling as Flash took position. "All right, bring it! Come on, Parker! Come on!"

Instead of dribbling, Peter travelled all the way, knocking Flash down, and as Willow watched, he leapt up high in the air in a way only a Slayer or Vampire could.

He was about to make a slam dunk, but he did it on the hoop so hard the backboard shattered. One cheerleader was blowing a bubble from gum and it burst at that moment.

Willow was shocked now as the hoop fell down with pieces of the backboard, Peter looking around lamely, clearly having the expression of 'I'm in trouble'.

Then he saw Willow and freaked out once more, running off. Willow sighed, wishing she had done something before, as she had no idea it would get that far.

Peter seemed like a good boy, he just needed help like her.


A while later, Willow saw Peter walking off with an old man, probably his dad. They'd come out of the Principal's office, and Willow knew why they'd been there.

Peter was saying to the man. "They won't make us pay... ...for the backboard."

The old guy replied to him. "I don't care about the backboard. Was that true?"

They'd stopped now. "What?"

"What I heard in there just now. Did you humiliate that boy?"

Willow went off to a corner so she wouldn't be seen, deciding to listen. Maybe this conversation could help her figure out what kind of guy Peter really was.

"Yeah, I did. But..."

"But what?"

"This guy deserved it."

"Did he?"

"Yeah."

"Is he the kid that hit you?" So Willow's deduction from earlier was right. Flash had bullied Peter before and he was using his newfound abilities for payback. "Is he?"

"Yeah, yeah, but..." Peter stammered.

"So all this is about getting even. If so, I guess you must feel pretty good about yourself now, right? Am I right or wrong?"

Oh yes, it felt very good, Willow thought to herself, once more thinking back to her magic problem.

Peter gave a very slight smile and nod as the old guy commented. "Yeah, I thought so. Well, thanks to this little escapade of yours... I had to change shifts at work... so you have to pick up Aunt May tonight at 9:00. Understood? Is that understood?" Peter gave a frantic nod.

"Yeah."

"Okay, good."

Now Willow wondered if the guy was his uncle instead of father. Maybe his uncle and aunt were his guardians for whatever reason.

Then Willow noticed the blonde girl from before, her name was Gwen Stacy, she'd found out.

The uncle noticed her too and told Peter. "She looks familiar." Peter turned to see Gwen, then shook his head frantically, but Willow knew better. Peter had a crush on Gwen. "The girl on your computer."

Okay, so he had a picture of her on his computer too, definitely a crush.

"Yeah", the uncle cried out to the girl with a chuckle. "He's got you on his computer. I'm his probation officer." Willow had to prevent herself from snickering as the uncle tapped Peter's shoulder. "Don't forget Aunt May."

He walked off as Peter started talking to Gwen, and during that time, Willow discreetly went past, walking after the uncle. "Uh, hey sir!"

"Yes", the uncle turned around to face Willow.

"Are you Peter Parker's father?"

"No, I'm his uncle, Ben Parker", Ben Parker finally introduced himself. "His parents died in a plane crash, so me and his aunt are his guardians."

"Oh", Willow felt her heart break for Peter (not all parents were like her own, some were like Joyce Summers). "I'm sorry to hear that."

"Its okay, you didn't know."

"I'm Willow Rosenberg, TA here", Willow held out her hand and Ben shook it. "Anyway, about Peter-"

"Yes."

"I've talked to him a bit. He's a good boy. I think he's going through some stuff", Willow omitted the part about Peter's special abilities. "He could use your help."

Ben nodded, grateful for the info. "Thank you for telling me, Miss Rosenberg. I'll talk to him tonight."

"Thank you", Willow smiled, sharing a nod with Ben who walked off. He was a nice old man and uncle.

It was time for her class now so she was going to go off to college to attend it now, her Day 1 work as TA done.

Perhaps Ben could talk to his nephew and guide him to a better path, alongside Peter's Aunt May.

Little did Willow know that was not to be.


Willow's subjects in college seemed to be history and literature, since I remember she, Tara and Buffy talking about Quasimodo in 5x12 after one class.

Then I remembered the teacher Miss Ritter at the end of TASM 1 was teaching a literature class, hence TA assistant for literature.

And then I wondered what could the class be about. After some thinking, I realized Tolkien's works are taught at some US schools, so this could be one of them.

Next chapter is where Willow starts getting more involved in stuff. Ben still dies though, unless you're Nicholas Hammond's Spider-Man, you can't be Spidey without Ben dying (or I guess May dying in MCU's case).

Hope all enjoyed and see you all next time with another chapter.