Hiya! I'm baaack! With a new chapter as promised! And before you ask, yes, I guess you can say Trey is my take on Harry Osbourne. But just so you know, he's not mine. He's from the Superhero Movie. So he doesn't belong to me. I just see him as a cooler version of Harry. Without all the drama. And if you'd like, as requested by GirlyGlitter, I'll put up the cast list. So, here it is.

Avengers:

They're still portrayed by the same actors from the movies.

Spider-Man:

Billy Unger (How he looked like during Season 2 of Lab Rats): Peter Parker/Spider-Man

Spider-Man suit: My friend, Micah, would like it if you imagined the Spider-Man suit as the one in the Raimi trilogy. She loves that one more.

Gwen Stacy: Dove Cameron

Flash Thompson: Marshall Williams

Trey: Kevin Hart

J. Jonah Jameson: J.K. Simmons

May Parker: Marisa Tomei

Michelle: Zendaya

Betty Brant: Sofia Carson

Robbie Robertson: Bill Nunn

Again, my friend came up with the whole cast. I just let her pick out and agreed to type it in. Hope you guys are okay with this.

Enjoy!

"Well that was boring." Tony bluntly said as he walked back to the limousine, Pepper's arm buried in the crook of his elbow. Pepper rolled her eyes, "It was a meeting, Tony. What did you expect? Exploding bombs?" Pepper asked with a light chuckle.

Tony shrugged, "No. Well, maybe, but I'm just saying. Wouldn't kill them to lay out a few lobsters or something for snacks. Hell, we didn't even get to meet this mysterious nephew of his." he complained as he and Pepper sat in the black sleek limo.

Pepper perked up in her seat, "Nephew? What nephew?" she asked in curiosity, raising an eyebrow. Tony stole a quick glance at her, before tapping back on his holographic watch, "Oh, yeah. Did I forget to mention? There's a mini Fury 'round town?" he asked (not really) with a mischievous smile. Pepper furrowed her brows together as she shook her head warily, "Um, no. Not really. To be honest, I didn't even know if the man has any family."

The billionaire shrugged in a causal manner, "Apparently so. I've only seen him once. And that was just the back of his head. I don't really know the guy, but I can already tell he and his uncle don't get along." he pointed out, not looking up from his watch. Pepper's brows rose as she tilted her head, "And how would you know?" she asked skeptically. Tony looked up at her with a knowing look, shrugging one shoulder. "Honey. Like I said, his secrets have secrets."

Peter felt awful.

You wanna know how he felt awful? Yeah, that much.

The trip recently ended an hour ago. At first he felt fine...but now he felt like he got hit by a bus.

He tuned Trey out a couple of times by accident as his head and ears felt like cotton. He could hardly make out what his best friend was rambling about. Might've been something about his uncle or a baseball game he watched? Eh...he wasn't too sure.

His head gradually started to ache again, the pain greater than before. His stomach ached too, his nose was stuffy, he felt hot but cold at the same time, and he could've sworn he felt like his muscles we're twisting and rippling inside of him.

He wobbled a few times, his vision blurring at random times without warning, causing him to nearly trip and bump into walls, signs - even fire hygines.

Peter tried to focus on his best friend. He tried to make out every word coming out of his mouth, nodding when he felt like it was appropriate. He tilted his head and squinted his eyes and letting out a small breath of relief as his vision gradually started making it's way back. Peter could tell Trey to be upset about something, as he waved his arms in angry exasperation, colorful curses escaping his lips.

Trey was not happy. Not at the moment, at least. He just got into a small argument with his uncle on the phone shortly after the field trip. Both said a few things that they would regret later on. But Trey didn't want to regret it. All he wanted was for his uncle to respect him. Was that too hard to ask?!

Trey took a quick glance at Peter, abruptly pausing his rant. His mouth was in an 'o' shape, and his brows were furrowed together in confusion and a tad of concern. He noticed his friend was quiet ever since the field trip. Now that he thought about it, Peter hadn't said a word after they exited through the doors. He took note on how Peter didn't ramble on and on about the electro magnets or cross species spider or cockroach thing.

He paused in his stride, quickly slapping a hand over Peter's shoulder as he stumbled. "Pete? You okay?" he asked cautiously, raising his eyebrows. Peter pursed his lips as he squeezed his eyes shut, a bead of sweat dripping down his brow. He nodded shakily, "Um...y-yeah." he nodded his head a little faster in a reassuring way, but Trey couldn't tell if he was just trying to convince him or himself. "Yeah, I'm okay. Just got a little dizzy, I guess." he answered with a weary and weak smile.

Trey nodded his head slowly, "Okay." he said slowly, holding out on the 'o'. Peter rolled his shoulders a bit, "Um, I think I'm gonna head home. I'm feeling a little funny." the teenage genius said as he grimaced, holding a hand over his stomach.

"Ugh, this is ridiculous, May. I'm forty-two years old, how hard should it be to fix some stupid drain?" Ben Parker asked as he twisted the screwdriver, grunting a bit.

A woman with long, curly brown hair chuckled as she stirred the spaghetti inside the pot. "Oh, Ben. You know it takes you forever to fix anything, really. Just sit and read the newspaper or something."

Ben shook his head as he took a seat in the kitchen, slipping on his reading glasses. "Oh, Ben, I forgot to mention. I need you and Peter to fix up the kitchen again. Water's not working and I think it needs to be repainted again." May sighed in exasperation, shaking her head with a smile. "I swear we need stronger paint. The one we use keeps peeling off every two weeks."

Ben chuckled at his wife, "Alright. I'll see what I can do." he said, reading a section. May turned her head, "You mean you'll see what Peter can do about the water. You'll be the one doing the repaint." she corrected, a smirk stretching from her lips.

Ben placed a mocking hand over his heart, mouth widely agape, "Pardon me? You think I'm only good for...repainting?" he asked, breathing in fake gasps.

"Well, I'm sorry. But I need our resident genius to handle the big boys job." she looked at her watch, "Matter of fact, where is the resident genius? The field trip ended over an hour ago." she asked, eyebrows furrowed together as she frowned.

As if on cue, the door swung open. Peter swung it closed as he placed his grey sweater over the coat hanger. Ben smiled broadly at his nephew, "Hey there, Slugger." he greeted. May lightly slapped him on the shoulder with a rag, smiling playfully at him. "Hi, sweetie. I made some dinner. Do you want some..." she trailed off with a frown, taking a good look at her nephew.

Ben and May frowned curiously as they both looked at Peter. He seemed to sweating, he looked a little pale, and he seemed to be in pain. He laid his backpack on the couch, "Um, I don't well. I think I'm gonna go to bed." he said as he started climbing up the step.

"Do you want some dinner first? I made your favorite."

"No thanks. Had a bite at the trip."

"Did ya get some pictures, Pete?"

"Uhh..I'm gonna crash. Everything's fine."

And with that, the door was shut. Ben and May shared a quick look, "What was that all about?" Ben muttered. May simply shrugged one shoulder, going back to her spaghetti. "Probably just hormones."

Peter shut his door and made sure it was locked. He groaned quietly as he slipped off his glasses, lazily putting them on his desk. He took in deep and heavy breaths, attempting to keep his lunch down.

Nausea hit him like a sack of rocks, causing his knees to buckle. He felt a bit colder...and hotter. The room felt warm, and his shirt felt sticky and uncomfortable. He winced as he slipped his shirt over his head and threw onto the ground carelessly.

His vision blurred yet again, but only because he didn't have his glasses with him at the moment. He felt dizzy; the room started to spin. He kept swaying as he walked closer to his bed. He caught a good look at himself in the mirror. He looked as he felt; awful.

He was sweating all over, little droplets slipping down his scrawny chest and arms. He looked pale. And there was a twinge of green forming around his cheeks.

He landed flat on his stomach, grunting in pain as his headache grew full force again. He groaned in agony. His head felt like it was shot and squirted with lemon. And he started shaking as he clattered his teeth in the freezing cold.

Not only that, he felt his muscles were starting to twist.

Ugh, this day was the worst!

Peter's eyes snapped open. He blinked a few times as he rose his left cheek off his bed, raising his whole head. He lifted himself off his bed, quickly grabbing his glasses.

He slipped them on, and to his immense surprise; all he saw was a blur.

Everything looked blurry. Which was weird, because...he had his glasses on. He lifted his glasses from his face, seeing he could see everything clearly. He rose them in front of his face again, squinting.

He did this a few times until he was sure he didn't need them anymore. His brows were furrowed, he stared at his glasses in slight awe and great confusion. He muttered a quiet, "Weird." before placing them back on his desk.

He went over to grab a shirt, when he noticed something in the mirror.

It was a boy. He looked no older than almost fifteen years old. He had hazel eyes and his skin was a little tan. Usually, due to never working out and playing with his experiments, he is usually scrawny. However, he noticed this time wasn't the case. His muscles were a tad bigger than they used to be, he carried on a six-pack, and his shoulders were slightly broader.

'Whoa," Peter thought in his head, 'Is this me?'

He looked down at his abs, wow, that was weird thing he'd never say, and lightly brushed his fingers against it. They felt hard, like a rock, and he examined his arms. He touched his biceps - another thing he'd never thought he would say! - and flexed them experimentally. He smiled a bit and seemed to be studying them.

He didn't know whether he should be freaked out or excited. And he felt confused too. You just don't magically grow abs and biceps overnight and get straight-A perfect vision; it just wasn't possible. Out of the corner of his eye (wow, his vision was SUPER clear), he caught a glimpse of something.

It was a spider, he realized. Peter took a plastic cup and quietly made his way to the spider. Before it could react, with super lightning quick reflexes (okay...that was odd), he trapped the little arachnid inside of the cup. Naturally, it moved quickly and attempted escape, crawling along the sides of the cup and seemed to be squirming.

Peter studied it, narrowing his eyes in scientific curiosity as he tilted his head. It was no ordinary spider, for sure. It was small, and it had red and blue splotches all over it, black in a few small areas.

It didn't even seem like a real spider.

A knock startled him out of his thoughts. "Peter?" he heard his aunt's voice call, "Is everything all right in there?" she asked in concern. Peter nodded his head, before realizing she couldn't seem him. "Um, yeah. Everything's," he stole a brief glance at the spider, "...cool."

His aunt didn't seem convinced, "Are you sure? Because - well, you didn't seem so well, and I tried to check up on you. But your door was locked. Are you're alright?" she asked again. Peter opened his mouth, smiling as he looked at his muscle packed stomach, shrugging one awkward shoulder, "I'm fine, actually. Really fine. Thanks for asking."

He thought his aunt left as he heard nothing more from her, but after a few moments, she said, "...Alright, then. Trey's down here. Get ready and hurry up. You two are gonna be late for school."

"Okay!"

Peter gently let go of the cup, noticing it took a little effort as his fingers stuck onto it. He had to pull a little, careful as to not to drop the cup. He slipped on a pair of black converse sneakers, and slid into his yellow, white, and navy blue striped shirt (an outfit he wears during the opening scene of the Lab Rats episode, Bro Down), and swung the door open.

He climbed down the stairs, a little faster than usual, and gave a quick greeting to his aunt and uncle, nodding to Trey in greeting. He slapped a hand over his uncle's shoulder as he grabbed a piece of bacon. Uncle Ben nearly choked on his coffee, noticing a slight change in his nephew's jumpy behavior; usually, he was cranky and a bit sarcastic in the morning.

He chuckled, "I thought you were sick, Slugger." he laughed, smiling up at his fourteen year old nephew. Peter merely shrugged carelessly, a lopsided grin stretching across his features, "I got better." he said with a light chuckle. He downed on another bacon strip as he took five more.

He gave a quick on the cheek to his Aunt May as he walked over to the couch and slid his backpack strap over his shoulder. May let out a small noise of surprise but smiled at her nephew. Peter tossed one of his bacon strips over to Trey, who clumsily caught as he raised a surprised brow at his friend. "Well, I gotta go. I have an early morning meeting with science club, not to mention another chess club meeting. And I'd rather not be late. Bye!" he said as he waved, throwing his sweater on.

"Hold up there, Slugger! Don't forget to come home straight after school to help me fix the stupid water clog thing." Uncle Ben said while chugging down on his coffee. Peter chuckled, "Sure thing, Uncle Ben. And I'll make sure to bring in the right supplies this time and get Trey to massage your wrinkly back." he joked with a laugh, ignoring Trey's noise of complaint.

Ben chuckled, shaking his head, "And I'll make sure you don't throw out your back like last time." he countered with. Peter rolled his eyes affectionately at his uncle, half-heartedly slapping Trey on the shoulder as he laughed, pointing a finger at Peter.

"Bye!" he sang, pushing him and Trey out the door. May and Ben waved at the young boys, smiling and curious about their nephew's behavior. Both gave a knowing look to each other. "Teenagers." both said with a knowing tone and a slight shrug. Ben chuckled, "Yep. Raging hormones at that age. They never change." he said as he went back to reading his paper.

"What's going on with you, man?" Trey asked as he helped Peter get the paper unstuck to his hands. Both struggled as Peter tried to get the banner unstuck. With one last grunt, Trey ripped it out of his hands, crashing a few steps back. He looked down at the paper incredulously and back at Peter's hands.

Peter looked at both of his hands, noticing the reminants of paper still stuck to his fingertips. He frowned nervously as he washed the paper away in the boy's bathroom sink. It peeled off of him with great and struggling effort.

Trey squealed confusingly as he stared at Peter's hands. "Why are your hands sticking to everything?! This is, like, the hundredth time we had to go to the bathroom to wash something off! Even a pencil!" he yelled, slightly awed and startled. Suddenly, his eyes began to bulge out of his head. He pointed a shaking finger at Peter, "Dude!" he yelled in slight hysteria, "That - that's not normal!"

Peter took a confused glance at his friend, his eyebrows furrowed together as he looked down at his hands. His eyes widened as he took a look at his wrist. It was a spot. It was white and seemed to be sticky as he saw the vertical slit. It was slightly invisible, but if anyone took a good look at it, they could tell it was there.

He and Trey shared a freaked out look with each other. Peter swallowed as he looked back down at wrist. Suddenly, he felt a weird vibration thrum inside his head. It felt tingly, and it was slight vibration.

BRRRRRRIIIIIINNNNNGGGGGG!

Peter jumped at the school bell, signalling lunch was starting, and he groaned in great pain. It felt as if his eardrums were being stabbed with a hot, burning knife, and twisted around. He pressed his hands to his ears, his face squeezed in pain. "Ow! Ugh, make it stop! Make it stop!" he whined, stumbling as he couldn't focus. It was as if the bell was purposely ringing louder in his head as if to mock him.

Trey raised an eyebrow at his friend, holding his hands out slightly. Finally, to Peter's relief, the ringing stopped.

Peter slowly dropped his hands to his sides as he whipped his head around slowly and cautiously. He turned to give Trey a quizzical look, "What?"

It sounded more as if he was asking himself.

"I'll be back in a sec."

"Why?"

Trey gave Peter a look of disbelief, "To go flirt with that Liz Allan girl." he turned his head to look at girl sitting a few tables from them, a flirtatious smile on his lips, "I'm definitely diggin' all of that!" he whipped his head around to give Peter a wink. "Gotta go work my mojo!" and he walked away.

The science nerd rolled his eyes as he shook his head, chewing on his meatball. He picked at his food with his fork, spotting Gwen walking down the lane. He smiled dreamily at the blonde girl, admiring her outfit. A red shirt, plaid skirt and red heels, and a black choker (an outfit Dove wore during a scene in Baseball-A-Rooney).

She flashed a sweet smile his way, holding her tray, "Hey, Pete." she greeted. Peter grinned from ear to ear as he chewed, when the weird tingling thing started to happen again.

He heard a small gasp, followed by Gwen slipping. Without thinking, he stood up from his seat, caught Gwen with one arm, using the other arm to catch her tray. The contents began to fall towards the ground, Peter using his lightning quick reflexes to catch them perfectly in time.

Gwen watched in awe as she watched Peter caught her food, the contents falling back down to the tray. Not a second later, Peter held up her tray, smiling a little. Gwen laughed breathlessly, "Wow! Nice reflexes, Pete." she complimented, "Thanks."

Peter smiled bashfully, a light pink tinting his cheeks, "No problem."

Gwen took a closer look at his face, smiling sweetly, "Hey, you have hazel eyes. I - I didn't notice without your glasses on. Did you just get contacts?" she asked in curiosity. Peter bit his bottom lip, looking at the ceiling and tilting his head, searching for an answer. He shrugged after a few seconds, "Something like that." he answered with a lopsided grin.

Gwen nodded, grabbing her tray as Peter held it out for her. "See ya." she said as she smiled and walked away. Peter stared at her retreating back, smiling in his daze. He sat back down on his seat, grabbing his fork.

But he noticed something a bit odd.

He noticed his fork was stuck on his wrist. He pulled on it and noticed a white, shiny substance sprouting from it. He rose an eyebrow at his wrist, gently tugging the fork off. Before he could study his wrist any further, the substance shot out from his wrist, a web like shape sticking itself to a lunch tray across the table from him.

His eyes widened marginally. After a few failed attempts to get it off, he looked around to make sure no one was looking. After making sure he was in the clear, he jerked his wrist back, dragging the lunch tray towards him. The weird tingling came back full force, a little stronger this time, and ducked out of the way.

The food splattered all over someone's back, gravy and peas decorating a blonde head's back and hair. The blonde stiffened as he hunched over in surprise. A few of his friends laughed, along with the cafeteria. Flash Thompson whipped his head around for the perpetrator, his eyes landing on someone's back.

Peter calmly - and rapidly - walked out of the cafeteria. A few students looked at him oddly, murmuring. The tray was still stuck to what seemed to be a web line. Peter looked down at the floor, avoiding all eye contact. He started at a faster pace, before jogging out of the cafeteria.

As the doors closed, the tray still stuck out. The tray jerked through the closed doors as it wouldn't budge. A few laughed until it landed flat on the ground.

Peter went at a faster pace as he kept glancing at his wrists. He went to roll in his combination, when the tingling came back.

His senses felt stronger. He could distinctly hear someone spitting out a spit ball, he could smell the sweat coming off from a few students returning from gym class, he could hear some sort of fly buzzing a few halls away. And the tingling left one message: DANGER!

He heard a distorted roar coming from behind him and he ducked. A flying fist shot forward from where he had been and left a large dent.

He whirrled around to see the glaring face of his childhood bully.

Flash Thompson. And one thought came to his mind.

I am so dead...

Hoped ya liked! And before any of you ask, yes, he will still make his webshooters. The next few chapters will tell you why Peter still makes them even though he has organic webbing. And just to warn you, for the next chapters, I'll be putting up random scenes with the Avengers. Just them hanging out until Spider-Man shows up. And I'll be skipping a few parts of the origin story. Not all of it will be based on the Raimi one. I'm adding my own stuff. See you in 2 days!