Alright! Here we go, guys! I am super excited and I'm glad some of you like my ideas and thanks so much for commenting! This is the beginning of Peter's origin. Now take note, this origin is based more on Raimi's Spidey from the 2002 trilogy, so you might see a few similar things involved. Oh, and Ant-Man is also in the story and SHIELD is still active. Sorry. Forgot to point that out. Enjoy!

Disclaimer: I OWN NOTHING! Seriously, none of this mine. The only thing I own is the plot.

Run.

Run with all your might.

These were the thoughts of a young teenage boy with brown hair, slightly tannish skin, and a slim figure. He sprinted across the road, pushing his black rimmed glasses up his nose every once in a while. His feet throbbed, his legs were aching, and his lungs and throat burned. His face and ears were a bright red, hoping people would just assume it was because of all the running and not because of all of his fellow students laughing at him.

This boy was none other than Peter Parker. And he was late. Like, really, really late. He spent half the night working on building his new computer with items he had found in the garbage. Gross, yes. But surprisingly useful, yes siree! He knew he should've gone to bed, but he was too warped up in building the computer.

Plus, he was too excited for the following day. Not only did he get to go to the OsCorp field trip, but next week he started his internship at Stark Industries! How cool is that?! Now, Peter loved all of Tony Stark's research and theories, and he respected him as Iron Man, but he didn't really like the man in general. From what he heard, the man was arrogant, self-asorbed, and a ladies man. Well, now that he thought about it, so was Trey.

But he quickly diminished those thoughts as he pushed more power into his legs. He rapidly tapped the bus's window once, earning a few laughs from fellow classmates.

"Hey, stop the bus! Hey! Will someone please stop the bus?!" Peter yelled in desperation, constantly smacking the glass. He could see a kid his age swallow a doughnut. He gulped it down and proceeded to point and laugh at the unfortunate genius.

"Haha! Look at Parker!"

"What a loser!"

"Sorry, Parker! Not!"

Peter's face morphed into a light shade of pink as his classmates ruthlessly mocked him. It wasn't really the first time, but it still hurt nonetheless. Even while running he could still feel all of his blood rushing up to his sweaty neck, up to his cheeks, and even behind the back of his ears, which could only mean one thing:

Total. Humiliation.

He could faintly see a, what he presumed to be, blonde girl stomping up to the bus driver, waving her hands in exasperation. Faintly, he could see a dark skinned boy stomping back to his seat, throwing his hands up impatiently, yelling something he couldn't distinctly hear.

Finally, much to the young genius relief, the bus came to a slow halt. He quickly jogged towards the mechanic doors, ignoring his classmates groans of unhidden disappointment. He rambled incoherent thank you's and apologies, his former adrenaline fading out of his system.

Shyly, he walked down the thin and dark aisles, searching for an empty seat. He could clearly see the oncoming glares coming his way, along with a few whispers and snickers. As he walked farther, several students blocked the empty spots next to them, some of not having the decency to be nice and just simply shake their head with a, "Don't even think about it, nerd."

It hurt. Only a little. He was used to being treated this way. He wasn't the strong, athletic type. He was the geeky, weak little nerd. He was used to it by now, but it still left a dull ache once in a while. Sometimes, he just wished everybody would just leave him alone and let him be. Just because he was smart didn't mean you could tease and beat him up whenever you felt like it.

However, there was one perk of catching up with this bus. He smiled faintly as he caught a glimpse of her light blonde hair, pale skin, and her glowing emerald eyes. And her name was Gwen Stacy. He had a crush on Gwen ever since third grade. She was sweet, smart, and so brave in her own little ways. How could he not like her?!

She was sat next to some friend of hers, who, he didn't know, but she must be some cheerleader since he could faintly recognise her since he was the school photographer. She had her head turned, giggling and laughing with her friend at whatever they said. She looked slim and slender in her green sweater, light blue shirt, boots, and her denim skirt. Resting on her head was her signature black headband she occasionally wore to field trips.

She turned her gaze towards him, and he instantly felt a wave of butterflies crashing into his stomach. He gulped and took a discreet glance towards her. Her green eyes sparkled as she sent a sweet smile his way with a friendly wave.

Peter's hands clutched the corners of the dull grey seats between him. He shuffled a little closer, attempting to find an empty seat. He felt time slow as he got a little closer to her. He sent a small, nervous smile in greeting, attempting to hide his small excitement.

"Yo, Pete! Over here!"

He took a sideways glance to find his best friend, Trey, wave at him a few seats away as he took one pat to the empty spot next to him. Peter smiled in relief as he walked up a little closer, still nervously smiling at Gwen as she smiled back.

Unfortunately, mainly for him, he didn't notice a rather large athletic foot come his way in front of him. He tripped and fell flat faced on the dark, rough aisles of the bus with a large "Oof!"

He felt his glasses slip from his nose, clattering noisily against the dirty, dusty ground. He groaned as he felt the air rush out of his lungs. He didn't need his glasses to see - and hear - fellow students point and laugh at him once again.

He feebly looked up to see a blurred version of Gwen and her friend. He couldn't tell thanks to the lost of his glasses, but he could see a blurred frown looking down upon him, eyes possibly filled with pity. He let out a yelp as he felt someone snake their hand towards his lower back, and then...he felt it.

A small shriek of pain escaped his lips as he felt someone, probably Flash, gave him a small wedgie. The laughter abruptly cutted off into a storm as he heard a loud and booming, "HA! Look at Puny Parker!"

He grimaced as he closed his eyes painfully. He blushed a bright red that could probably rival a tomatoes signature color. He felt the back of his neck heat up and he bit his bottom lip. He could hear Gwen and her friend scoff in disbelief as he heard Gwen yell, "Oh, real mature, Flash! Why don't you pick on someone your own size?!"

He didn't know what happened next. All Peter did was tap his hands around in search of his glasses and meekly get up, and plopped himself next to Trey, ignoring his friend yelling loud and colorful curses over to Flash.

He grumbled under his breath.

Can this get any worse?

"Seriously, Tony? An intern?"

Tony shrugged at his friend, Rhodey, aka War Machine. "Why not? He could be useful. I think it might be fun having someone around, y'know, more" he narrowed his eyes in thought, pouting his lower lip slightly in thought, "...fresh, or whatever. The point is, might be fun teaching someone all the ropes. Share my wisdom and all that crap."

Every single hero in the room crossed their arms in unison, lending disbelieving stares headed into Tony's direction. After a minute later, Tony gave a dramatic sigh in defeat, "Ugh, fine. It was Pepper's idea, but I don't hate it...much."

Just before anyone could reply, the elevator doors slid opened. Out came Pepper Potts, Jane Foster, and Darcy Lewis. Pepper's heels created a light thud as walked tune in tune with Jane and Darcy. Darcy smiled and waved, as Jane ran over to Thor and gave a quick peck on the cheek. He smiled broadly at her as they exchanged quick hellos.

Pepper held out a manilla folder to Tony as she regarded him with a coy smile. He took it and looked curiously at it, raising a brow. "What's this?" he asked. She clasped her hands behind her back, swaying slightly as she nodded a greeting to the other heroes before turning her attention back on Tony.

"Nothing much. Just a quick info on your new intern." she answered smoothly with a sly smile painted across her lips. Tony nodded along with her, skimming through the file. He hummed in interest, as if he was slightly impressed. His mouth was set in a straight line, his brow slightly raised. After a few moments, he locked eyes with Pepper, "Why are we hiring interns again?"

His response came as a scoff, "Because the principal is still upset about that giant hole you left on the ceiling. So it was either the school sue us, or hire a student intern as support for fundraising and all that jazz." she answered as she planted her hands on her hips with a playful frown of disapproval.

Scarlet Witch raised a surprised eyebrow, arms folded and her head turned towards Tony, "You blew a hole through a ceiling?" she asked, tone bored and slightly intrigued. Tony took a brief glance in their direction, "Not important." he said in an almost nonchalant tone, resuming his skimming through the paper.

"JARVIS, bring up everything on Peter Benjamin Parker." he commanded to his AI. The others raised an eyebrow. Scott, Ant-Man, raised an eyebrow and took a sideways glance at Sam. He smirked, "Huh. Try saying that one thousand times." he mused, earning an eyebrow and a chuckle.

"Searching for Peter. Benjamin. Parker." the AI obeyed through it's smooth, British, robotic accent. A holographic screen appeared, showing a picture to everyone's faces. It was a teenage boy. He had brown hair, his skin looking slightly tan, and black rimmed glasses. He seemed to be reading of what appears to be a science book, looking distracted as his friend seemed to rambling on about something while eating a hotdog.

Tony hummed in slight interest as he tapped on the screen, flipping through the holographic files. He had the faintest of smirks stretched across his lips as he looked into more about the young teenager. "Amazing." he mused, placing his chin in his hand.

"What is?"

It took a minute for the billionaire to reply, "This kid's a genius. He's like some science whiz or something. He's the top student at his high school, Midtown High. He has a 5.0 GPA, a few first place science awards, and he wrote a paper about the study of gamma radiation that was recently published on one of the biggest science articles." he paused for a moment, "Not only that, he's the president of his science club, MVP of his chess club, and has an IQ over 250. Impressive." he finished with a broad smile.

At the mention of gamma radiation, Bruce perked up with interest. "The kid wrote a paper on gamma radiation?" he asked with a shy smile. Tony nodded and continued on, "And wow, look at that. Fourteen years old. That's impressive. Heh. Kid's supposed to be fifteen in a few months."

Natasha raised an eyebrow, sharing a knowing frown with Steve, who nodded his head in understanding. He stood up from his chair, placing his hands firmly on his hip. "Are you sure about hiring an intern, Tony? I mean, aren't you concerned about his safety? In case you've forgotten, we're the Earth's Mightiest Heroes. We deal with super villains and a whole lot of bunch of crazy stuff. We can't afford someone, a child no less, to get caught in the crossfire." he said with a slightly concerned frown.

Tony rolled his eyes at the American icon, "Relax, Capsicle. He's just gonna be working in the labs. And JARVIS has this whole place covered with alarms and whatnot. The kid'll be fine." he explained with an irritation to his voice. Cap regarded with a skeptical look painting his features, folding his arms over his chest. After a few, long moments, he sighed in defeat, "Fine. Just make sure you don't accidentally kill him. With your ego and all." he said the last part with amusement in his tone, smiling with smug satisfaction.

The rest of the heroes chuckled while Tony rolled his eyes at the man out of his time. "Poor kid. I can't even imagine the nightmare he's about to be put through working an egotistical maniac." Rhodey teased with a laugh. The room rippled with light laughter as Tony led Pepper out of the room and out onto the streets, heading off to a meeting with the one and only:

Nick Fury.

Peter smiled broadly as he rambled on about the highly sophistcated electro-microscope and the laws behind the study of the genetics of the DNA cross species. He rambled on even if no one was listening to him. He was just excited to be there. He listened as the tour explained something about the cross genetically enhanced spiders in their recent new study at OsCorp.

He had his camera wrapped around his neck, grasping the sides as he looked around like he was a child at a petting zoo. Trey, however, had a bored look painted across his features, his eyes dull and unamused.

Trey, Peter, and all of the other students and teacher walked along the room of spiders where scientists could be seen experimenting and such. Peter smiled up in deep fascination, "Wow. That's amazing." he whispered to Trey. He pointed in the direction of the rather large microscope towering all above them. "This is the most advanced electron microscope in the Eastern Seaboard. It's unreal." he said in slight enthusiasm.

Trey raised an uninterested eyebrow at his friend, "Wow." he whispered as the sarcasm was more than easy to tell, which Peter didn't seem to notice. As they walked along the room, their scientist tour guide explained further on the enhanced spider's ability, something about it being able to leap off a far distance.

Peter watched in fascination as the small spider leapt from it's branch effortlessly. He looked up at the guide and held out his camera, "For the school paper?" he asked shyly as he was instructed earlier in the week to supply the editor in chief with photos. She gave a quick nod as she turned her head back to the small spider exhibit.

The science geek positioned his camera, pressing down on the button. Unfortunately, a shove came his way and he accidentally missed his shot. Literally. He turned his head around to see Flash and his friend giving him an innocent smile as he roughly shoved him forward, continuing on with the tour.

As the tour guide kept explaining more about the spiders, Peter tried to both listen on about something call a...spider sense or something, and to take a few decent pictures. Every attempt only ended in failure as Flash and his friend purposely kept shoving him, flashing him with their innocent, not to mention obnoxious, smiles.

As his finger hovered carefully around the button, he gingerly applied pressure on it, a small shove knocking the camera's direction somewhere else. Peter let out a small, but irritated, huff, as he turned his head and sent Flash an accusing, and tiring, glare.

Trey seemed to finally had enough, as he glared at Flash and his friend full force, "Leave him alone, Flashy." he threatened. Flash raised an amused eyebrow, smirking as if he were his prey, "Or what?" his friend asked in mocking fear.

"Or his father will fire our fathers" he taunted mockingly, snickering. Trey and Peter rolled their eyes at the jock. Flash then placed a threatening hand on Trey's shirt, balling it up slightly, "What's your precious little uncle gonna do? Sue me?" he asked. Trey smirked at him, as if he knew something they didn't about his uncle.

Suddenly, a teacher's hand landed on Flash's shoulder, a disapproving frown upon his features. "What on earth is going on here?" he whispered in slight anger and annoyance. "Next person who talk gets a zero for the day. Understood?" he threatened. All boys feebly nodded, Peter's lips set in a straight line.

The teacher thankfully dragged Flash and his friend away, leaving Peter and his friend to peace. As the tour continued on, Trey walked up to a lone spider habitat, Peter following. He nodded and grimaced with a smile, "Heh. Look at that. Nasty" he said in interest. Peter smirked, "Did you know that some spiders changed their skin to blend into their environment?" he asked with a proud smile on his face, "It's a defense mechanism." he added. Trey gave a deadpan look as he started walking away, "Pete...what makes you think I'd actually want to know that?" he asked in both annoyance and exasperation.

Peter shrugged carelessly as he took a quick picture, "Who wouldn't?" he mused, although slightly curious. Trey rolled his eyes, "Everyone except for you, Peter." he grumbled under his breath, although amused at his friend a little. Out of the corner of his eye, he saw Gwen standing by herself, gazing at all the spiders with an intrigued smile stretching from her lips.

Trey turned his head towards Peter and jerked his head towards the girl. Peter tilted his head and made a small noise of confusion before looking over Trey's shoulder. He walked a bit closer to Trey's side, peering over his shoulder to look at blonde girl. He pursed his lips and his brows furrowed as Trey watched him with an amused smirk, arms folded.

After a few moments, Trey shoved Peter closer towards the girl, biting back a laugh as he let a small squeak escape his lips, his stance clumsy and unready. Peter swallowed nervously as he turned his head to glare at his best friend, who gave an innocent nod. "You've been staring at Gwen for one hundred years already." he explained in exaggeration, "Why don't you go talk to her already?"

Peter's cheeks tinted a small pink as he looked down to his camera lenses, pursing his lips and shaking his head, "I think I'm good here, thank you very much." he argued half-heartedly, refusing to make eye contact. Trey rolled his eyes, smiling in amusement. "Pete. You're not going to able to avoid this forever. Just go talk to the girl." he said, gesturing one arm to the girl across from them, "What've you got to lose?"

"My dignity."

Trey snapped his fingers to Peter, "That's the spirit." he said, smiling and walking away, leaving Peter to his thoughts. Peter looked back to his lifelong crush, pursing his lips and furrowing his brows in thought. Could he? No. No, he couldn't. He was too shy for that kind of thing. He didn't need to try it to know that he could easily embarrass himself. Besides, Gwen was popular, he wasn't. She was smart, gorgeous, and kind. And he was...a science nerd. A social outcast.

He was shook out of his brief thoughts as he heard a light rustling of papers. He sharply looked up to see Gwen turning the page of some newspaper...the Daily Bugle or something, as she was staring at the spider's case. He licked his dry lips, taking in a breath. Eh...what the heck?

He took a few steps towards the blonde, lightly tapping her shoulder, "H-Hey?" he started nervously, gaining her attention as she turned around with her bright emeralds. Peter gave a small, shy smile, holding up his camera, "Could I take your picture? I need one with a student in it." he asked shyly.

Gwen glanced back at the case for a second, shrugging a shoulder, "Sure." she answered, straightening her hair a bit, pointing a finger to the case, "Right here?" she asked. Peter took a few steps back, "Perfect." he replied, adjusting his camera.

Gwen let out a small laugh, "Try not to make me look ugly." she joked with a giggle. Peter merely smiled, "That's impossible." he said with a chuckle, causing Gwen's cheeks to tint a rosy shade. As she posed with her newspaper in front of the case, a 'click' sprouting out of the camera, both teens were currently unaware of the small spider slipping down from it's web, heading towards the teen photographer...

Peter thanked Gwen as she sent a small wave and smile his way, waiting for her to be out of sight. He bit his bottom lip and he whipped his head both ways, checking to see if anyone was out of an earshot or most importantly, out of sight.

After a few moments...he jumped on his toes. He fist bumped the air excitedly as he muttered something incoherent under his breath. He laughed breathlessly as he looked down at his black camera proudly and -

Thwip!

"Aah!" he shrieked as his hand over the back of his neck, grimacing. He winced as it continued to ache, letting out a small hiss. Peter rubbed his sore neck gingerly as he felt a small ttickle down his back. He jumped slightly, accidentally releasing a startled laugh. He continued to rub the sore spot on his neck until the pain washed away. A few seconds later, the pain completely faded, as if it was never there in the first place.

"Huh?" Peter mumbled quietly in question, stretching his back. He blinked a few times, a dull ache making it's way to his skull. He subconsciously rubbed his forehead, quickly heading after to his group, the dull ache from his head gradually disappearing.

Completely unaware of the screen featuring the cross genetically enhanced spiders...

And there you go! I'm so glad you guys like the first chapter. A LOT of you followed, favorited, and reviewed on this story. And it wasn't even the first chapter! That's incredible. You guys are the best! Next update is on Saturday. See you then!

-BPP out!