5 times Peter Parker's Enhanced Senses Caused Him Problems

by The Muses' Summer House

and 1 time that they saved him.

5. Smell

AN: Hello, lovelies! I'm alive, but trapped in a semester at uni. Limited free time plus the length of this chapter caused this update to be long over due. I will have precious little free time in the foreseeable future, so the last two chapters may also take a long time for me to write. But please bear with me. Without further ado, here is chapter 5! Some cursing ahead, sorry if that offends you.

Smell

"Peter."

A warm hand pressed in to Peter's shoulder and shook gently. Peter could feel his mind claw its way out of the depths of sleep. He took a deep breath while yawning and the scent of green apple hit his nose. He knew without opening his eyes that it was May.

'Who else would it be?' His thoughts snarked at him when he had regained enough consciousness to do so.

He opened his eyes to find that his room was still dark. May was sitting on the edge of his bed, fully dressed and bright eyed, like she had been awake for a while. Peter looked over to his alarm clock. 4:45 am.

Why was she awake?

Oh, yeah. Susan. The wedding. Denver. It was all coming back to him now. He sat up and ran a hand over his bleary eyes.

"I got a cab waiting outside, so I gotta be quick. Gimme a hug." Her voice was quiet in an attempt to keep the early morning tranquility intact. Peter did as she said and wrapped his arms around her. She gave him a slight squeeze. "You remember to text me, okay?"

"Mmmhmmm." Peter responded, trying to find his voice in his sleepy haze. "Love you, May. See you on Sunday."

May pulled away and eyed him with a semi-serious gaze.

"The building better still be standing when I get back." Her voice was only a little teasing. If Peter had the energy to roll his eyes, he would.

"Nothing's gonna happen. Go on, you'll miss your flight."

May gave him one last quick hug before hurrying out of his room. Peter listened for the last sounds of her departure. The wheels of her luggage rolling on the ground. The door closing. Key turning in the lock. A minute later, a car door opened and closed outside. She was gone. Peter felt himself relax as lay back down on his bed and curled up in his covers.

It hadn't been easy, trying to convince May to go on the trip. At first, when the invitation had arrived in the mail, May had declined the RSVP and claimed it was an issue of money. Peter could fully understand that. They had never been financially well off. Even when their family had Ben's income, they often went through rough patches. So, declining an invitation to a destination wedding in Denver hadn't seemed unreasonable. Sure, Susan was a good friend of May's, and it would be a shame to miss it. But what can you do?

That was what Peter had thought, until he had mentioned the situation to Mr. Stark during one of his weekly visits to the Avengers compound. He hadn't expected Mr. Stark to do anything about it. He was just making conversation. Mr. Stark had asked what was new with May, so he told him. When he looked up from his improved web formula, he was surprised to see the keen look in Mr. Stark's eyes. Later that night, when he returned home, he received an ear full from May for being 'such a gossipy old woman'.

Apparently, Mr. Stark had called her and offered to pay for her trip. She had refused, stressing that she didn't accept charity. Mr. Stark had told her to think about the offer as compensation for the trouble he had caused her. Peter was a little surprised to hear that she still refused.

"C'mon, May. Just go on the trip!" Peter urged. May eyed him warily from her seat at the kitchen table. This was the third time he had brought up the issue, and he could tell that she was losing her patience with him. He persisted anyway. "You'll regret it if you miss out on Susan's wedding. You know you will."

"I don't want to take any of his money. I don't want to be indebted to him." She replied calmly while stirring some sugar into her cup of coffee.

"I thought you and Mr. Stark were getting along. You know, now that everything is out in the open." May raised an eyebrow at him. Peter realize, too late, that reminding her of all the secrets he and Mr. Stark had kept probably wasn't a good idea right now. So he changed gears. "Mr. Stark doesn't care if things are expensive. Seriously, he gets annoyed at me whenever I apologize for costing him money. The money you need for the trip is peanuts compared to how much he has spent on my suit."

Instead of saying anything, May just sipped her coffee. She must have realized that Peter wouldn't let it go, because she sighed and set her mug down on the table.

"Okay, fine. It's not about money." May admitted while crossing her arms over her chest. "I just know that if I leave something terrible will happen. As soon as I get on the plane, a meteor will fall out of the sky and flatten our apartment building. Or something else, just as improbable and ridiculous, will happen."

Peter felt the all too familiar twinge of guilt spreading through his chest. He hated this, truly he did. He couldn't ignore the suffering of people, but he also couldn't stand to see May worry for him. Had it really come to this? Was she really so afraid to leave him alone for just a couple days? He hoped that someday she would realize that he was capable. That he could take care of himself. Then she could stop worrying all the time. But then again, he had wished that before, hadn't he? That day, nearly a year ago, sitting in Ben's car. He had hoped that someday he would realize that he was fine. And then, all the somedays with Ben, that had seemed so endless, had become finite.

'No, don't think about that!' Peter thought to himself. May was giving him an odd look, and Peter realized that his inner thoughts must be painted on his face. He tried to hide it by making his face expressionless, but May looked unconvinced. His poker face hadn't worked during their Poker game and it didn't work here either. So he decided to switch gears again.

"Well, I hate to break it to ya, May." He began while cracking a smile, "But you're not scary enough to make a meteor turn tail and run."

Diffusing tense situations with comedy and quippy one-liners worked well for Mr. Stark, so he thought that he'd give it a shot. It kind of worked, but not as effectively as Peter had hoped. May bit out a small laugh, but she still seemed quite aggravated. Peter supposed that he didn't have the charm and charisma, like Mr. Stark had, to make it work.

"Yeah, I know that there isn't much that I can protect you from anymore. I don't need the reminder." May rubbed a tired hand over her eyes. When her hand came away, Peter could see her defeated expression. He knew then that he had won the argument. It felt bittersweet.

Maybe, someday he could gain her trust again.

"I'll be fine on my own for a weekend."

"You better call me. Or text. You know what? I'm setting a minimum of 4 texts a day to reassure me that the apartment is still standing. Okay?"

Peter nodded quickly. At this point, he would probably agree to anything if it gained him this small victory. It's not as if he wanted the apartment to himself for any particular reason. He was too old for 'Home Alone' style shenanigans, and too unpopular for a party. He just wanted May to trust him again. Maybe he would have Ned over for video games and pizza.

Peter woke for the second time as his alarm clock started to go off. He had long ago set it to a comfortable volume for his hearing. Loud enough to wake him, but not loud enough to scare the crap out of him. The trial and error process of finding that comfortable level had been nerve wracking, to say the least.

It was eerily quiet inside of the apartment. Of course, Peter could hear the muffled noises of his neighbours and the city outside, but without May around the apartment felt empty. He couldn't remember the last time had the place to himself.

Peter stretched and got out of bed. He shivered as his blanket fell off, exposing him to the cool morning air. It was still dark in his room, despite it being two hours later than when May had woken him up. He felt around on his bedside table until his hand found the familiar shape of glasses. These weren't his old prescription glasses, but rather a new pair designed for him by Mr. Stark. They adjusted the brightness he was seeing to a comfortable level. He stumbled blindly to the door, placed the glasses on his face and flipped the light switch next to the door. There had been a time, only a few months ago, when turning on the lights in the morning was excruciatingly painful. The jarring contrast of pitch dark to overly bright would hit his eyes like knives. Thanks to Mr. Stark, Peter found that a lot of his daily sensory struggles were now manageable.

The process of developing discreet tech hadn't really been all that difficult. In fact, for a technological genius like Tony Stark, it had been laughably easy. The tech already existed in Peter's suit, all Mr. Stark had to do was modify it into everyday items, like glasses and earphones. He had presented them to Peter when he had his first visit to the lab. After giving them a brief test run, he told Mr. Stark that they worked well and then stood awkwardly in the room. He wasn't sure what to do with himself. The project had been so easy. Mr. Stark didn't need Peter's help at all, and now his reason for being here was gone. After a moment of awkward silence, Mr. Stark had asked him if his suit needed any repairs.

"Ahh, you know what? Don't answer that." Mr. Stark said quickly before Peter could answer him. "You'll probably gloss over something critical, like, I dunno, the parachute is missing." Peter felt his cheeks heat up. Jeez, he forgot to reinstall the parachute one time and now he'll never hear the end of it.

"Hey FRI," Mr. Stark addressed the invisible AI, "ask Karen about the status on the spider suit."

After a half second, the AI's voice filled the room.

"She says that the suit is in good condition and is fully functional."

Huh. Irish. He had briefly met Vision when they were in Germany, and knew that he had been partially made up from Mr. Stark's first AI, JARVIS. He had a British accent. What was with Mr. Stark and programming his AIs to have accents?

"Whoa! FRIDAY can talk to Karen? AIs talking to each other that's so cool…" Peter trailed off, lost in how spectacularly awesome all of this was. When he came down from his geeked out high, he realized that now there was truly no reason for him to be here. He shifted his weight nervously from foot to foot before taking a few steps towards his backpack. "Well, I guess I'll see you around, Mr. Stark."

Mr. Stark eyebrows pulled together in confusion.

"You got somewhere you gotta be? Why you bailing on me, Underoos?"

"Well, it's just, you know…" Peter trailed off, suddenly feeling intimidated by Mr. Stark's gaze. The man raised an eyebrow as he waited for Peter to continue. "You don't really need me around." He finished lamely.

There was a beat of silence while Mr. Stark ran a hand over his beard and stared at him with an unimpressed gaze.

"Maybe I wasn't clear before, when you were crackling static electricity in the med bay. This here," he gestured with one hand at the space between the two of them, "is an unofficial internship. I'm mentoring you. For reals this time, none of that half-assed mentoring like I was doing before. You're gonna come here regularly, even if the suit is in perfect condition, and we're gonna make stuff."

Peter could feel his eyes widen in shock. He opened his mouth to speak, but found that he could only stutter out a "thank-you, sir". Mr. Stark cracked a smirk and waved off his gratitude.

"Don't worry about it, kid. A mechanic always needs another set of hands around. Really, it's me whose benefiting from this."

The memory of that day brought a smile to Peter's face as he wandered through the apartment, getting ready for school. Once he had eaten breakfast and showered, he went to get dressed. He pulled on his spider suit and then dressed himself with his regular clothes on top. Lastly, he pulled on his mask.

"Good morning, Peter." Karen's friendly voice greeted him. "Would you like me to turn on the suit's heater?" She had grown accustom to asking him this every morning when he pulled on the mask. He had had the idea to dress himself in his suit under his clothes about a week ago, and honestly, it was probably one of the best ideas he had ever had. The heater in the suit was great for fending off the chilly winter weather. Prior to the spider bite, cold weather hadn't really bothered him. But now, it made him feel kind of… sluggish. He hadn't thought much about it before, but Dr. Cho had uncovered a medical reason behind the problem.

About a week or so in to Peter's 'unofficial internship', he had been asked to go to the medical bay so that Dr. Cho could collect some blood samples. She was still continuing her research on his genetic mutation, but one of the things she had uncovered so far was that he was sensitive to the cold. Spiders couldn't thermoregulate. Just another delightful little side effect from his genetic modification. His condition didn't cause him any physical pain. It just made him rue winter's existence.

"Yes, please. Thanks, Karen!" Peter responded brightly.

"No problem. Good luck on your chemistry test."

Peter's smile dropped a little at the reminder. Chemistry had been one of his favorite subjects. It still was, really. The content was interesting and the stuff he learned there was helpful for things like updating his web formula. It was just that things between him and his new lab partner had been awkward lately. Well, there wasn't anything that he could do about that. He just had to make the best out of the situation.

"Thanks, I'll knock it out of the park!" Peter replied and then pulled off his mask. He placed it into his bag and pulled gloves on to his hands to conceal the last visible part of his spider suit.

It was an odd sort of friendship that Peter had formed with Karen. Rationally, Peter knew that she wasn't really a person. He was just talking to a series of programs. But in a way, she felt so personal. She would always keep track of his schedule and remind him of important dates. Before pulling off his mask she would always say something like "Have a good day!" or "See you later!". It was kind of heartwarming.

He pulled out his phone to quickly check the time. 7:30. Time to get going. He slung the backpack on to his back and hastily left the apartment. He hesitated a moment, just outside of the apartment door. He pulled out his phone again.

'Leaving home now. It's still there'

He quickly sent the text, despite the fact that May wouldn't be able to read it yet. She was probably going through security check at the airport and would be busy for a while. Still, a deal is a deal, he thought as he pushed open the lobby doors.

Rock salt and broken up ice crunched under Peter's feet as he walked down to the subway station. The frigid air was biting at his face, but luckily it was the only part of him that was cold. The rest of him was nice and toasty.

Winter this year was colder than most other winters he had experienced. The snow fell in the middle December and never melted. It just became hard and icy, and then it became the foundation for a new layer of snow, which fell on top. All around him, people were walking gingerly to avoid slipping and yet they still managed to walk quickly, with that urgency that all New Yorkers seemed to have. Car horns and sirens started to blare. There must have been an accident up ahead. Peter slipped his noise filtering 'earphones' into his ears. He felt the tension leave his body as the world became much quieter.

He boarded the train and was surprised to find it had very few passengers. He rarely could get a seat, but today there were plenty. He sat down, placing his backpack on his lap, and looked around the train car. At the other end of the train, he saw MJ. She noticed him looking at her and gave him a small, but genuine smile. He gave her a small wave in return. She didn't seem to be in the mood for a conversation, so Peter remained where he was. He looked out the window and watched the scenery rushing past him.

Since that day in October, the day the train almost hit him, he and MJ had become closer friends. In fact, she and Ned were the only ones who came to mind when he thought of who his friends were.

He had spent a couple of days recuperating in the Avenger's compound Medical Bay. When he returned to school, he had noticed that there was something off about MJ. In class she was quiet. Not that she had been a talkative person to begin with, but now whenever she did speak her words seemed very guarded and soft. It was unsettling to see her so different from her usually sarcastic self.

He hadn't had much time dwell on it because he was facing a larger problem; Gossip.

As it turned out, Mr. Stark's legal team had been hard at work disclosing his identity from the public. All newspaper sources that reported on the subway accident left his and his aunt's names out of the article. There was only one problem. This was his neighbourhood. The subway station was nearby his school and several students had also been on their way home that night. People talk, and there was nothing that Mr. Stark could do about that. And so, For the majority of the day, he had been denying the severity of the accident to anyone who asked him about it.

By the end of the day, his nerves were frazzled. He could hear the whispering everywhere.

"That's him, he jumped on to the tracks to save a woman!"

"That shrimpy little sophomore? No way!"

"Oh my god! That's crazy!"

It was a relief for Peter to finally reach the quiet sanctuary of the library. The decathlon team had been scheduled to meet there, and Peter had gotten there earlier than anyone else. Or so he thought, until he saw MJ standing off to the side.

"Peter," She called softly to him to get his attention. She nodded her head to the side, indicating for him to follow her into the stacks of books. She was standing at the end of one of the deserted aisles. She eyed him with a concerned gaze. "Are you okay?"

Peter blinked in surprise. MJ had never expressed any concern for his well being before. But then again, she had never seen him almost get hit by a train before. So there was a first time for everything.

"Yeah, I'm fine." He replied quickly. She looked far from reassured. "Really, I am!" He added. His eyes met her darker ones for just a moment before she dropped her gaze to the floor. Alarms went off in Peter's mind. Something was terribly wrong. He had never seen MJ be intimidated before. She was tough and never shied away from anything, no matter how uncomfortable it was.

"Are you okay?" He asked. MJ, still not meeting his gaze, stuffed her hands into her pockets of her sweater. Peter could see them ball into fists as the material surrounding them shifted.

"No." She stated simply, but her voice sounded rough. She cleared her throat quickly before continuing. "You could have died. And if you did, I would have been the last person you talked to. And the last thing you would have heard was me calling you a loser."

MJ took a deep rattling breath. The sound made Peter's heart clench. He knew he should say something, but he was at a loss for words.

"And, I just…" MJ trailed off. Peter was horrified to hear her sniffle. She quickly wiped the back of her hand under her nose and then, finally, looked up at him. Unshed tears flooded her eyes and she blinked quickly, trying to dispel them. Instead, they escaped and rolled down her cheeks.

"I was being mean 'cause…" Her voice trailed off again and Peter could see her expression suddenly become more guarded. Despite her closed off expression, Peter could see a twinkle of something shining through her eyes. Desperation. A burning desire to confess something terrible, and a fear of the result. Peter understood that completely.

"I'm not a bitch." MJ said vehemently. The urgency of her tone as well as her words left Peter perplexed.

"I didn't think that you were!" He said, a little louder than he should have. Quickly, he glanced around to see if anyone had noticed them. "And you're not mean either." He continued in a quieter tone. "You're sarcastic and a straight talker. But you're not a… you know."

MJ cracked a small smile at his reluctance to curse and then wiped a hand over her cheeks. Peter's chest felt lighter as he noticed that no more tears fell from her eyes.

"You're MJ." He stated simply with a small nod. MJ stared at him. Her eyes were red rimmed but they had lost that desperate twinkle. MJ's small smile lit them up with a warmth that Peter rarely saw there. This time, it was MJ who was lost for words. The silence stretched out for a moment longer and Peter started to feel a little uncomfortable. An emotional MJ was new territory.

"Do you, like, need a hug or something?" Peter asked. MJ scoffed and then rolled her eyes.

"Shut up." MJ snarked, and Peter felt a smile spread on his face. There was the MJ he knew.

Peter could hear the library door open and close a few times. When he peered around the corner of the aisle, he could see that about half of the decathlon team was sitting at their usual table. Most of them were on their phones, killing time until Mr. Harrington showed up. Peter turned to look at MJ, who seemed much more composed but still a little rattled.

"Do you want me to tell Mr. Harrington that you left early 'cause you're feeling sick?" He asked. MJ gave him a sharp look.

"Don't be stupid. I'm the captain, I gotta be there." She replied. After a moment she added in a small voice, "Just give me a minute."

Peter recognized her dismissal. As he left, he could hear her taking a few deep breathes. He approached the table where the team sat and noticed that Ned and Flash had also arrived. Before he could sit down, his team mates bombarded him with questions.

"Is it true? Did you really jump in front of a train to rescue someone?" Betty asked in an excited voice. She leaned forward in her seat, although she didn't seem aware of the action. Before Peter could answer, Abe spoke up.

"This guy in my bio class says that you got taken away in an ambulance to the hospital. Are you okay, man?"

"Of course he's not okay!" Cindy snapped at Abe. "He was gone for days. Nobody stays that long at a hospital if things are hunky dory."

"No, no, I'm fine!" Peter said quickly and shifted his weight nervously from foot to foot. "I just got a few bruises nothing serious!"

"I read in 'the Daily Bugle' that you were electrocuted! How is that not serious?" Cindy asked, her voice pitching an octave higher. Peter cringed at her shrill tone. Before he could respond, he heard footsteps walking up from behind him.

"It's not serious because it's not true." MJ said as she approached Peter's side. Peter looked over at her and was surprised to see how normal she looked. Her eyes were still a little red, but other than that, all evidence of the mess she had been minutes ago were gone. She looked around at all of their team mates with her usual bored expression. "I was there. This dork is fine." She added and Peter felt his eyebrows knit together. MJ was lying, but why? He decided that, for now, the reason didn't matter. He needed the team to believe her. Frantically, he tried to rearrange his expression into something more convincing. "The media is just blowing this thing out of proportion to get views and sell subscriptions. Capitalist America, hard at work."

"Yeah, I was there too." Ned interjected. Peter knew that was a lie. Ned hadn't even gone to the parent teacher conference. "Peter just, like, got up and shook it off. The ambulance was called as a precaution. He's fine." Around the table, the anxious faces of his team mates were relaxing. Seeing this, Ned hurriedly continued. "He's more than fine. He got a couple days off from school! How cool is that?"

Around the table, a murmur off agreement sounded. Everyone seemed to be buying the lie. Peter felt a rush of fondness for Ned and MJ.

"He still jumped in front of a train and saved someone's life." Sally chimed in. "That's so brave! I don't think I would have the guts to do something like that."

Flash's face pinched in annoyance as he slumped back in to his chair.

"It's too bad you didn't bite the dust. You could've gotten a full page in the year book." He drawled. Peter could see MJ's eyes harden. Before she had time to respond, Mr. Harrington entered the library. Instead she pulled out her chair, with more force than necessary and sat down hard. They started their practice session.

Peter felt the familiar jostling of his body as the train pulled in to the station, and he was brought back to the present. He glanced up to see that MJ was standing in front of the doors, waiting for them to open. He hurried after her and caught up to her as she was climbing the stairs up and out of the station.

"Hey, MJ!" He called to her. She turned around slowly and Peter was taken aback by her appearance. "You look tired." He added. Dark circles hung under her eyes and her whole posture seemed kind of wilted. Like a flower that had gone a couple days without water.

"You sure do know how to make a lady feel pretty, Peter." MJ said, while smiling wanly shaking her head slightly. The scent of her shampoo caught on the wind. Peter noticed that she had switched from a flowery smelling one to citrus.

"I'm sorry!" He said and he could feel his cheeks colouring a little in his flustered state. "I just meant-"

"I'm teasing you." MJ said with a hint of humour in her voice. "I didn't get much sleep last night, hence why I look like a zombie."

"Were you worrying about the chemistry test?"

"No." MJ replied. She stopped abruptly on the walkway up to the school, and Peter walked a couple steps past her before realizing she had stopped. He turned to look back at her and noticed that she was looking at him wearily. Like there was something on the tip of her tongue, and she was debating on whether or not to say it. "I called my Mom last night to wish her a happy birthday." She admitted.

"Oh." Peter knew from MJ's tone that there was weight to that admission, but he couldn't quite place what it was suppose to be. Were her parents divorced? It seemed rude to ask that.

"Is she out of town?" He asked hesitantly.

"Yeah. Permanently." MJ replied with a small measure of venom in her voice. Peter felt worry creep up inside him, but before he could say anything MJ started walking again. "Are you gonna ask Mr. Jeffries for a new lab partner?" The change of subject gave Peter whip lash and he floundered a little, trying to think of an answer.

"Nah." He replied with a shrug. "Things will get better. It just takes a little time."

"You sure?" MJ asked. Her voice was tight, though Peter wasn't sure why. He turned to look at her, but she stared straight ahead. "High school drama isn't worth your marks tanking." She added.

"My marks aren't tanking!" Peter replied, indignation raising his voice high than normal. He had been working really hard since October to clean up his act. "Plus, Mr. Jeffries is a stickler for the alphabetical seating plan. So unless a student with a P, Q, or R, last name joins our class, I'm stuck with Gwen."

"Yeah, sucks to be you." MJ said with her usual bored drawl. "See you in class." She added as they parted ways. She headed down the hall that Peter knew led to her locker, while he ducked into the nearest boy's washroom.

Peter was pleasantly surprised to find that the washroom wasn't gag inducingly stinky this morning. On any given day, there was about a 75% chance that someone had already stunk up the place by the time he got there to change out his spider suit. On those mornings changing out of suit and into his regular clothes was torturous. Even on days that the washroom didn't stink, it still smelled a little. Peter knew that was a problem with him and not other people. Unfortunately, his heightened sense of smell was not something that could be fixed with tech. The only possible way to fix it was to place an implant in his brain. Neither he nor Mr. Stark were willing to go that far, so he had to learn to live with it.

He got a seat on the train, and the washroom didn't smell like something died in there. All in all, Peter thought this was shaping up to be a good day.

With that thought in mind, he exited the washroom with a spring in his step. He walked down to the Chem lab and took his seat at his and Gwen's shared table. He looked up and noticed MJ and Ned sitting together at their lab table. He could hear them in hushed voices doing some last-minute revision before the test. Peter had spent a lot of time studying for this test, so he was feeling quite confident. He fished a pen and pencil out of his backpack and then leaned back in his chair, waiting out the last ten or so minutes until class started. His eyes drifted over to the empty chair next to him. That was the only damper on his day.

Gwen Stacy.

Well, Peter supposed that was unfair of him to say. She wasn't horrible or anything. In fact, she was… nice. At first. She had transferred to Midtown in the beginning of January, when everyone was returning from winter break. Peter knew that she was the daughter of the NYC police chief, but that was all he knew about her. Before class he had seen her already laughing and making friends with some of the popular kids in school. Peter thought that there was something about her. She had that light, carefree, amiable quality that made people want to be friends with her. Neither he, nor Ned nor MJ possessed that quality. He walked in to Chemistry class that day to find that his new lab partner was Gwen Stacy. His former partner, Michael Stephens, had been bumped down the list to sit with Miranda Thomas. And so on and so forth. Honestly, Mr. Jeffries was the only one of his teachers who still stuck ardently to the alphabetical seating plan. It was kind of annoying.

The problem had started when he went to sit down next to Gwen that day. She reeked of some kind of sweet-smelling perfume. Peter thought that it was supposed to smell like vanilla and something else. Cinnamon maybe? It's not that it smelled bad, it was just too much. Reflexively, Peter's nose scrunched up and his eyes had started to water. Not wanting to offend her, he hastily rearranged his features in to what he hoped was a normal expression.

"Hi, I'm Gwen!" She had said brightly, a wide grin stretched over her face. Her cheery expression faltered as her eyes narrowed a little. "Are you crying?"

Peter couldn't help but feel a little disheartened at that. His poker face had failed, yet again.

"No," he replied, while his mind scrambled for a reasonable excuse. "My eyes just get irritated sometimes. It's nothing."

He could tell that she didn't believe him but, thankfully, she had let the issue drop. Other than the overpowering scent of vanilla, there wasn't any real problem with being partnered up with Gwen. In fact, Peter found that she was quite bright. In class, she understood the material and pulled her own weight whenever they were conducting experiments. Outside of class, she was cheerful and nice in general. Peter found that talking to her felt very natural, and she was a fun person to be around. It really was a shame that being around her caused him to have headaches. They had P.E and Chemistry together, so Peter only had to tolerate her perfume for a couple of hours a day.

But then, something had changed.

A couple of weeks into January, Peter had sat down next to Gwen in Chemistry class and immediately noticed that she seemed more perky than usual. She was turned sideways in her seat, so that she was facing him. Her elbow was propped up on the lab table, her chin resting on her palm. She was regarding him with eager eyes that instantly made him feel self-conscious. He nervously looked down at his clothes, but noticed nothing out of the ordinary. Before he could ask why she was staring, she spoke.

"Did you really save someone from getting hit by the subway?"

Peter felt his body freeze up. He had thought that those rumours had died down a long time ago. He never heard anyone talking about it at least. Well, there was no point denying it. It was commonly known throughout the school that it did happen.

"Y-yeah. I did." He stuttered. "But it wasn't a big deal. Really."

Gwen's eyebrows shot up in surprise, disappearing in to her blonde bangs.

"That's amazing!" She gushed. Peter felt frustration well up inside of him.

"No, it's not-" He started, before cutting himself off. He was so tired of this whole song and dance. Rejecting praise, denying that he had done anything special. Trying to keep his head down so no one will catch on to the fact that he is abnormal. He took a deep breath through his nose. "Let's talk about something else." He said. To Gwen's credit, she dropped it and never brought up the subject again. Maybe she thought that the experience had been to traumatizing for him to talk about. Peter was content to let her think that.

From that day on, Gwen had started acting strange. All of a sudden, she had no idea what was going on in class. She would ask Peter questions about the lesson that Mr. Jeffries had just explained to the class.

"I don't get it. Can you explain it, Peter?"

Peter would always comply, giving her the simplest explanation that he could. But he found her sudden change in behavior quite odd. Peter knew she was smart. Why was she suddenly acting like she had recently received a concussion? He was struck by the urge to ask why she was acting like this, but he stopped himself as a thought occurred to him.

What if she really had been concussed? Maybe she had been in an accident that Peter didn't know about. Maybe she had a learning disability. Yeah, it would be insensitive of him to ask. Instead, he plastered a smile on his face and explained the theory again.

"Oh, I get it now! Thanks, Peter. You're so smart!"

In addition to this, Gwen started to spend much more time around him. It was quite surprising to him and Ned when she had shown up at their table for lunch. She had shown up alone and set down her tray across from the two of them.

"Can I sit here?" She'd asked. He nodded his head while Ned glanced around, like he thought she was lost.

Lunch had been kind of awkward since Gwen wasn't into the same things that Peter and Ned were. They had tried to carry on their conversation about which version of Super Smash Bros was the best, but it was uncomfortable having Gwen around. She tried to follow the conversation, but it was obvious that she didn't understand or care about the topic. Basically, she just sat there and mimicked their reactions. She laughed when they laughed, she would look impressed when one of them said something with a level of enthusiasm. By the time lunch had finished and Gwen had left, all Peter and Ned could do was stare after her with confusion written on their faces. Peter had expected her appearance at lunch to be a one-time thing. But then she had shown up the next day. And the next day. It became obvious that she had no intention of leaving, so Peter and Ned found themselves staying on topics of shared interest between the three of them. There weren't many.

The biggest surprise of all had come when Peter had shown up to decathlon practice after school. Vanilla washed over him unpleasantly, making his nose scrunch up. Gwen was here? He looked around the library to see her seated with the rest of the team. What was she doing here? She couldn't possibly have joined the team. The school had a firm rule about not joining clubs and teams after September 30. He sat at the table and noticed that some of the other members of the team looked disgruntled by the new addition. Mr. Harrington had shown up moments later, introducing Gwen to the team before MJ started off their practice session.

Seeing Gwen every day, for most of the day, became something that Peter dreaded. And that dread caused him to feel guilty. Gwen was nice. The problem wasn't about her, it was just her overwhelming vanilla scent. The worst part was that he knew that to normal people, the scent was probably subtle. It really was just a problem with him. It had become a problem with no solution. It's not as if he could ask Gwen to leave. All Peter could do was suffer through daily headaches. Like clockwork, a headache would build behind his eyes near the end of chemistry class, leaving him feeling miserable for the rest of the day.

Finally, a week ago, something unexpected had happened. Peter and Gwen sat at their lunch table, waiting for Ned to buy his food and join them. They sat in somewhat awkward silence as Peter munched on his sandwich from his bagged lunch, and Gwen pushed her salad around with a fork. She set the fork down suddenly and leaned forward, placing both elbows on the table.

"So, are you going to ask me out or what?" She asked, as a coy smile played at her lips.

Peter blinked in surprise. His mouth was full of his PB&J sandwich, which he abruptly stopped chewing in his shock.

"What?" He asked, his voice muffled by his food. Gwen laughed a little and flashed him one of her 100-watt smiles.

"Are you gonna ask me out on a date?" She asked again, in a slow and patient voice, like she was talking to a little kid. In any other circumstance, Peter would be annoyed by that. But he was too stunned to think about it much right then. He set his sandwich down on his brown paper bag.

"You wanna date me?" He asked in disbelief. Gwen nodded her head enthusiastically.

"Yeah!"

"Oh." He replied weakly.

Peter knew he should say more. She was waiting for an answer, but for a moment he felt speechless. Why would she want to date him? He was just Peter. He thought back to his one date with Liz to the homecoming dance. He remembered how terrified he had been to ask her out, and how stunned he had been when she had accepted. While he was preparing for the dance he had been walking around in a love-sick haze, and got some teasing from May about it. After that, everything had spiraled out of control so quickly. He had fought Liz's crazy dad, and then she was gone. It had all happened so quickly that he hadn't really had time to think about their lightning quick relationship. In the time after she had moved away, he had thought about it a great deal. He thought about how casually she had agreed to go to homecoming with him. She had admitted to him that she had been so busy planning it that she hadn't gotten around to finding a date. He had realized with a sinking heart that he had been the only option for her at the time. She had probably agreed because she didn't want to go alone. Or maybe she had been humouring him. The realization had stung quite a bit.

He never wanted to hurt anyone like that. He liked Gwen, but not in that way. They had nothing in common. If he agreed to date her, he would just be leading her on, like Liz had done to him.

His mind was made up, but that didn't make the situation any less difficult. He shifted in his seat, uncomfortably, but met Gwen's gaze with his own.

"Look, you're really nice and pretty but I'm not really interested." Peter stated. Gwen's smile dropped from her face, causing guilt to twist in Peter's stomach. "Sorry." He added.

Gwen didn't seem to be hurt exactly. Her brow furrowed in genuine confusion and she regarded him with a speculative gaze.

"Are you gay?" She asked with a bit of an edge to her voice. This time it was Peter's turn to be confused.

"What? No." He said. "I just don't wanna date you". The words had tumbled out of Peter's mouth before he could filter them. He immediately regretted saying it as he watched Gwen's face fall and her cheeks redden with embarrassment. He suddenly felt deeply ashamed. He shouldn't have said that. It wasn't that he didn't mean what he said, but he could've said it in a nicer way. "I mean," he stuttered a little, a flustered second attempt flying out of his mouth. "It's just that, you're great and all, but-"

"Oh, forget about it." Gwen snapped. She stood suddenly and grabbed her lunch tray. "I was just joking, anyway. You really think I'd want to go out with you?" Disdain dripped from her voice, and Peter felt his own cheeks reddening. Before he could say anything, she stalked off. Dumping her lunch in to the garbage and storming out of the cafeteria.

Behind him, Peter could hear the sound of footsteps approaching.

"Dude, what was that about?" Ned asked as he set his lunch on the table. Peter sat, rooted to his seat. What had just happened? The whole thing had left him feeling completely disoriented. But he was fairly certain of one thing.

"I don't think Gwen's gonna hang-out with us anymore."

Sure enough, for the rest of the day, Gwen had been actively avoiding him and only spoke to him when it was absolutely necessary. Peter had no idea where to go from there. He needed to smooth things over with her. Find some way to make amends, because other wise the time they were forced to be around one another would be unbearably awkward.

Much to Peter's surprise, Gwen's attitude had flipped overnight. Literally, overnight. He came to school the next day, and had mentally prepared himself for a day of burning vanilla, headaches, and the cold shoulder. He didn't expect Gwen to smile brightly at him.

"Hey, Peter!" She said, as bright as always. But there was something else. Something lurking in her voice just under the surface. It put Peter on edge.

"Ummm… hey." He responded nervously as he took his seat. "How are you?"

"Me? I'm just great. Don't even worry about it." She said flippantly. She smiled one of her usual wide smiles, but Peter thought it looked forced. He considered asking her if she was still mad but stopped himself. She had told him not to worry about it. He should leave it alone, right? Clearly, she wanted forget the whole thing.

"Okay…" He said tentatively. Their class had continued as normally as always. Peter couldn't help but notice that Gwen would peer at him out of the corner of her eye every now and then while Mr. Jeffries was lecturing. It made him feel uncomfortable, but there wasn't really anything he could do about it. This thing with Gwen was just an awkward phase. It would pass.

The next period was P.E. As Peter was leaving the boys change room, he saw something that made him pause and stare in confusion; Gwen and Flash making-out. They were pressed up against the lockers near the gym, waiting with the rest of the class for Coach Wilson to show up. The other students around them were throwing them disgusted and uncomfortable glances, but they were too wrapped up in each other to notice.

"Alright, that's enough of that." Coach Wilson said, breaking up the two. "No public displays of affection. Don't make me send you down to the office."

As Gwen and Flash pulled away from each other, Peter could see a big dopey grin on Flash's face. Honestly, Peter thought he had never seen Flash look so happy before. Unadulterated happiness, untainted by envy or bitterness light up his face. In that moment, Peter couldn't see any trace of the bully that had tormented him for years. Peter couldn't help the wide grin that spread over his face.

Gwen was smiling too, Peter noticed, but she was smiling at him. He felt himself falter under her smug gaze. It felt strange, just like it had in chemistry class. He kind of felt like he was missing something. Once again, Peter found himself wondering what was going on. But then, he supposed it didn't matter. From that day on, Flash's teasing and name calling had stopped. Gwen had a boyfriend and that seemed to make her happy.

So why did everything still feel so tense between them?

It was a question that Peter had been mulling over for the past week. Now, as he sat in chemistry lab waiting for his test to begin, he found himself pondering it again. On the surface everything seemed fine, but whenever he spoke to Gwen it always felt kind of hostile. Like he was walking on thin ice.

Suddenly, Peter noticed the thick haze of vanilla fill up the Chemistry lab. His nose wrinkled as he took those first couple of seconds to inhale Gwen's awful perfume. The first five minutes of her entering the room was the worst. The scent stung at his nose, but eventually he would become use to it. Then it was just a count-down until his headache arrived.

Gwen dropped down in to her seat beside him. Without looking at him, she took her pencil case out of her backpack and placed it on the table.

"Morning, Gwen."

"Hey." She replied flatly, while looking ahead at the blank white boards. She didn't seem to be in the mood to talk, but Peter made one last attempt at pleasantries.

"You ready for the test?"

"Mmmhmmm." She mumbled, still not looking at him. Fortunately, Peter was saved from the awkward silence, as Mr. Jeffries chose that moment to appear and begin the exam.

He flipped the exam over as Mr. Jeffries told them to begin and became immersed in the science. He knew that it was the height of nerdiness to enjoy taking a test, but he couldn't help himself. The hour spent on writing the exam felt like a wonderful break. It was a brief moment where he could lose himself in one of his favorite subjects without also worrying about Spider-Man, keeping his mutation secret, or whatever the heck was going on between him and Gwen.

Soon enough, the period ended and they all turned in their tests before packing up their bags and leaving for the next period. Peter slung his backpack on to his shoulder and hurried out of the room. He was eager to be away from Gwen for as long as possible. Already he could feel a headache pulsing behind his eyes like a heartbeat.

He hurried to his locker to grab his gym strip and then headed down to the gym. The boy's locker room smelled faintly of sweat and body odour. It was less pungent than it usually was, so Peter figured that the janitors must have cleaned it recently. He stashed his clothes in one of the lockers and then exited the locker room to wait with the rest of the class in the hallway outside of the gym.

A small crowd of students in identical blue shirts and yellow shorts stood around waiting for Coach Wilson to show up. Peter's eyes immediately searched for Ned or MJ, but neither one of them were there yet. Instead his gaze fell on Flash and Gwen, who were standing a little farther down the hallway. Unlike usual, they didn't look like conjoined twins today. Gwen stood with about a foot of distance between her and Flash. Flash had his back turned to him, but he could easily hear him talking with Gwen.

"So, my dad is going on a business trip tomorrow and my mom is going with him. Wanna come over? We'll have the place to ourselves." He said, a hint of desperation lacing his voice. Gwen didn't seem to be paying him much mind. Her eyes were sifting through the crowd, like she was looking for someone.

"Mmmm, yeah maybe." She replied vaguely. Flash shifted his weight on his feet nervously.

"C'mon, Babe. We'll do whatever you wanna do. It'll be great!" He insisted. Just then, Gwen's eyes found Peter's. A wide smile stretched over her face as she looped her arm around Flash's waist, pressing her body into his side.

"Yeah, sure!" She said brightly. Her words were meant to be a reply to Flash's request, but her gaze never left Peter's. He felt uncomfortable under her gaze and nervously scuffed the toe of his shoe on the linoleum. He noticed then, that Flash had turned his head in his direction, following Gwen's line of sight. Peter saw the elated expression on Flash's face fall. His eyes narrowed and he quickly looked back to Gwen while tightening his arm around her.

"Alright," Coach Wilson said as he approached the class in the hall. "We're starting a new unit today; Basketball. So y'all get in the gym, run three laps for warm up, and then split into pairs and grab a ball."

The class shuffled in to the gym and started to run the laps. Peter found himself running at a slow pace along side Ned. He did this to keep up the appearance of being the unfit boy he had been prior to the spider bite. However, ever since Gwen had joined them in the beginning of January, Peter found that he had to limit his physical exertion out of necessity. By this time of the day, his headache was always pounding away steadily, causing him to feel light-headed if he ran too fast. Peter couldn't wait for spring, when it would be warm enough for them to have outdoor P.E classes on the field. The gym was so stuffy, trapping the mixture of sweat, deodorant, and perfume in the poorly ventilated room. So Peter jogged at a snails pace, concentrating mainly on his feet.

He could hear the approaching foot steps of the more athletic students lapping him. Suddenly, he felt a body slam in to his side, knocking him off balance. He stumbled for a moment, but remained on his feet. Flash, now a few steps ahead of him was looking over his shoulder at him.

"Move it, Penis Parker!" He called snidely.

Peter blinked in confusion before finding his feet and starting to jog again. It had been a nice break, this past week, when Flash had left him alone. But now he was back to his old teasing. What had changed? Also, why was Flash acting like this in the middle of class. He usually kept his bullying for outside of class, where teachers wouldn't catch him. Peter looked around and didn't see Coach Wilson anywhere in sight. Then he saw that he was sitting in the cramped coach's office. Peter could see through the small office window that he was writing something on his desk, not paying any mind to the students.

A few minutes later, the class had finished warming up and had split in to pairs. Peter stood with Ned, like always, a basketball tucked under his arm. For a minute, the class stood there, gaze focused on the coach's office, waiting for him to notice them.

"Hey, Coach!" One of the boys called. Through the window, the class could see Coach Wilson's head snap up in surprise. A small round of laughter rang throughout the group. "What now?!" The boy asked. Coach Wilson poked his head through the door.

"You half," he said while indicating to the left half of the group, "practice shoot hoops. You half," he indicated to the right side, "practice dribbling and passing". He disappeared behind his desk again leaving the class in his wake.

"Coaching at its finest." MJ drawled, causing the class to laugh around her.

"I heard that, Jones!"

The class laughed louder.

Peter and Ned moved over to the nearest hoop and started to half heartedly shoot hoops. Neither one of them scored. Instead they bantered in hushed tones over who would win in a fight, Thor or the Hulk. Ned was firm on his stance that super strength would give Hulk and edge, while Peter thought that Thor's lightning would beat Hulk, any day of the week.

"Nuh-uh," Ned said while throwing the ball at the hoop. It missed. Again. "Radioactive strength beats electricity. You know that better than anyone."

"Shut-up!" Peter hissed in a stage whisper, glancing around to see if anyone was paying attention to them. No one was. In fact, everyone was half-heartedly participating just like they were. The gym was loud from everyone's different conversation, no one would have heard them anyway.

A shrill blast from a whistle caused Peter to flinch.

"Alright," Coach Wilson called, striding forward in to the gym. "Everyone shooting hoops, you're on a team! Everyone passing and dribbling, you're the other team. Let's do this!"

For the remainder of the period, they played their game. Peter, for the most part, tried to stay away from Flash. He really seemed to have it out for him today. He was constantly body checking him, trying to knock him over. Peter looked around for Coach Wilson, but saw that he had snuck back into his office.

Huh. So they were playing without a referee? This period really was completely pointless. As it was nearing the end of the period, Coach Wilson reappeared carrying a sealed manila envelope in one hand.

"I need a volunteer to take this down to the office." He said while holding up the envelope. No one said anything. "Thompson, take this down to the office." He ordered. Flash groaned in annoyance, but he took the envelope and left the gym. "The rest of you go get changed and wait for the bell to ring."

Peter set off for the boy's locker room again, falling in to the same old routine. Changing while avoiding eye contact with other students, and trying to ignore the nauseating stench of Axe body spray and body odour. Soon after, he and Ned stood with the rest of their class in the hallway outside of the locker rooms. They were waiting for the last couple minutes in the period to end, so they would be allowed to leave for lunch.

"I'm just saying, If Hulk and Thor were in a gladiator style battle, Hulk would totally win." Ned said, continuing their banter from earlier. Peter, despite his pounding headache, felt himself crack a smile in amusement. He noticed Coach Wilson duck in to the boys locker room to search for any forgotten items. Across the hall, Coach Johnson, who coached the girls teams, went to check the girl's locker room.

"Why would they be in a gladiator battle?" Peter asked, turning his focus back to Ned. Ned sighed in exasperation.

"I dunno." He stated. "The Avengers gotta find someway of jazzing up their Saturday nights."

Peter laughed at that. The mental image of the Avengers having a thunderdome style caged death match while chanting 'two men enter, one man leaves!', caused him to snort in laughter.

Suddenly, his laughter cut off abruptly and his nose crinkled in revulsion.

A burning wave of vanilla hit him.

He looked to his right to see that Coach Johnson had reappeared, standing about a foot from him. She was holding a blue gym shirt in her hand and waving it around for the crowd of students to see.

"Ladies! Whose shirt is this?" She called. "C'mon, you know the drill, anything left in the change room over the weekend goes in to the lost and found!"

Without thinking about it, the back of Peter's hand rubbed at his nose, trying to dispel the scent in anyway.

"Gwen's." He mumbled to himself, in an aggravated tone. Someone near him laughed a bark of laughter, and Peter felt himself jump in surprise. He looked up to see one of the boys in his class was the one laughing. He was also giving him an odd look.

"Oh, man! Did you sniff her shirt? That's next level creepy!"

Peter felt his cheeks heat up. Why had he said that? It had just slipped out, he hadn't meant for anyone to hear. Everyone was staring at him now, and several others were laughing.

"What? N-no! That's not-!" He stuttered out, but the damage was done. His voice was drowned out in the din of laughter. Humiliation wrapped around him like a warm blanket, making his cheeks burn even brighter. He glanced over to Gwen and saw that she was staring at him too. She wasn't laughing, like Peter thought she would. Rather, she was smiling in a very satisfied way. Her expression was smug as she stepped forward to claim her shirt.

Why was she looking at him like that?

Before Peter could think to much about it, the bell rang. He hurried down the hall, not bothering to wait for Ned, and headed for the cafeteria. He found an empty table and sat down. His head was throbbing, and he felt miserable. So he closed his eyes and rested his head on the table, pillowed by his arms.

How did everything go so wrong so fast? Wasn't he thinking, just a few hours ago, that this was going to be a good day? He grimaced at the irony.

The cafeteria was quickly filling up with people. The noise was starting to become overwhelming, so he fished around in his pockets until he found his noise filtering earphones. He sighed in relief and then buried his head back in to his arms, content to stay that way for all of lunch. He felt a weight settle on the bench beside him. Looked up, he saw Ned beside him, his lunch tray on the table. There were two burgers on it, instead of the usual one. Without saying anything he placed one of the burgers on the table in front of Peter, and waved off Peter's mumbled 'Thanks'.

"Okay, I think we've established that Hulk would wipe the floor with Thor." Ned stated and Peter laughed a little as he straightened up. "The real question is, could Iron Man beat the Hulk? Cause, you know, Tony Stark is a genius but he's just a guy. Can brains beat super strength?"

"Of course he can. Mr. Stark can take on anyone." He replied, fondness permeating his voice. He took a bite of the burger and mulled over his thoughts while chewing. "Actually, Mr. Stark did invent armor strong enough to take down the Hulk."

Peter felt a familiar chill run up his spine, causing his arm hair to rise up. Danger, his body whispered. He whipped his head around and saw Flash stalking towards his table. Peter felt a knot twist in his stomach. It wasn't that Flash had never confronted him before, he did that all the time. But this was different. Flash's face was twisted with a rage that Peter had never seen on it before. Hesitantly, he got to his feet just as Flash reached the table.

"What the fuck, Parker!? You trying to steal my girl?!" He yelled. The cafeteria had grown quiet as everyone turned to see what was going on. Peter blinked in surprise. He held up his hands in a placating way.

"No! I don't even like-" His words were cut off as Flash's fist cracked across his cheek. He could have dodged, but he was Peter Parker right now. Not Spider-Man. So he let Flash land the blow and felt his balance get thrown off. He let himself fall, since there was no way that Peter Parker could have taken a blow like that.

Peter lay on the floor, his upper body propped up by his elbows as he tried to stand. His stomach twisted in anxiety. Flash had never physically hurt him before. He had taunted and teased, but this…

Flash was kneeling over him, his eyes narrowed and Peter flinched from the hatred he saw in them. With one hand, Flash gripped the front of Peter's shirt, with the other he raised his fist again. Peter held up his arms to protect his face, but then he felt the fist settle in to his stomach. He exhaled a sharp breath and lowered his arms to cradle his stomach. Over Flash's shoulder, Peter could see Ned trying to pull Flash off, but to no avail. Flash shrugged him off.

"She's mine!" He shouted while punching Peter in the face again. Peter could taste blood running down the back of his throat. "You take everything from me! You can't have her too!". Another punch struck him and he felt a small crack in his nose. Peter's brow scrunched in confusion. The action stung and he figured that one of his eyes was probably swollen. He took everything from him? What did he mean? Flash was pulled off of him by one of the teachers. Despite the presence of an authority figure, Flash still struggled. Eventually, he stopped. Peter could see sense returning to Flash's face, although the burning hatred also remained there.

"Dude, are you okay?" Ned asked as he helped him up to his feet. Before he could respond, the teacher that had broken up the fight spoke up.

"Can you take him down to the nurses office?" He asked Ned, who nodded his head jerkily. The teacher directed his attention to Peter. "After the nurse has fixed you up, come down to the office and we'll sort this out."

Ned grabbed Peter's arm and slung it over his shoulders. Peter didn't need Ned's help to walk, but for appearances sake, he leaned on him a little and feigned a limp. They walked down to the nurses office together, and Peter tried to ignore the stares from the other students. He could feel the blood drying on his face.

Ned was eerily quiet. Normally he was a rambling mess when he was stressed or worried or, well, feeling any kind of extreme emotion. Peter glanced over at his friend and was startled to see a hard look in his eyes. Ned was never meant to look so stoic. It didn't suit him. Peter's mind searched for a distraction.

"You know, I think I'm gonna have to change my mind about Thor." He stated as nonchalantly as possible. Ned said nothing, so he continued. "If the gladiator fight prohibited weapons, then there's no way he would win. 'Cause, you know, he can't shoot lightning or fly without his hammer". He glanced out of the corner of his eye and saw that Ned's expression remained stony.

They reached the nurses office and Ned was dismissed by Nurse Hansen.

"Lunch is almost over, you should get going Mr. Leeds. Don't want to be late for class."

Ned gave Peter one last worried glance. Peter tried to send him a reassuring smile, but it felt more like a pained grimace. God, his head hurt. Those punches really weren't helping his headache at all. Ned left, and Nurse Hansen started to patch him up. Fortunately, nothing was broken. His face was swollen, bruised, and his lip was split. But it was nothing that wouldn't be healed by tomorrow. He answered all of the nurse's tedious questions and tried not to flinch to hard when she shined the pen light in his eyes. He breathed a sigh of relief when she lowered the light, and gave him one last assessing look.

"Okay, Mr. Parker. You seem to be fairing pretty well. Do you think you can walk down to the office on your own? Or would you rather that your guardian come here to pick you up?"

Peter stared at her for a moment. His guardian? May was on a plane headed for Denver. What was she talking about? Despite his confusion, he decided not to ask questions. He was eager to leave the nurses office. The scent of sanitizer and antiseptic was making him a little light headed.

"Ummm, it's fine. I can get myself down to the office." He said quickly while leaping to his feet. "Thanks Nurse Hansen." He added with a smile. His cheek smarted, causing his smile to fall. Nurse Hansen smiled and walked with him to the door.

"Anytime, Mr. Parker. Hopefully, I won't be seeing you anytime soon."

He gave a short laugh before waving at her and setting off towards the office. Idly, he wondered what would happen when he got there. He only had May, and she was unreachable right now. Would they send him home without anyone coming to pick him up? A horrible thought struck him as he entered the office.

Would May have to cancel her trip and get on a plane back home? Did he ruin everything?

He sat in one of the hard chairs in the waiting room, and glanced up to see Flash sitting across from him. His brow was knitted together into a hard line and his eyes were stormy. Peter felt himself recoil in to his chair. He recalled Flash's words from earlier.

'You take everything from me!'

Did he? He thought about it and with a sinking feeling, he supposed there was some truth to his words. Flash was his alternate on the decathlon team. If he wasn't there, Flash have a place on the team. In class, teachers often called on him to correct Flash's mistakes. That must have been humiliating. He never considered the effect that it was having on him. He felt guilt settle over him. He was at a loss over what to do. How could he fix this?

Peter heard the office door open and he glanced up to see a man in a sharp business suit stride in. He must have been Flash's father. The man spared Flash a single glance before he went to talk to the secretary in a rather heated voice. A moment later, Principal Morita came in to the room, a wary expression on his face.

"Hello, Mr. Thompson. Thank you for taking time out of your day to pick up your son-"

"Not like I had a choice, did I?" Mr. Thompson interjected rudely. "I got a call at work saying that my son has been given a suspension from school!"

"Yes, he has. He attacked a student and-"

"This is an outrage!" Mr. Thompson yelled. Peter flinched as his voice echoed in the small room. "Do you know how much money I donate to this school? How dare you give my son a suspension!"

"Our school has strict rules on bullying and violence." Principal Morita explained. Peter was surprised to see how tall he stood despite Mr. Thompson's overbearing presence. "As this is Eugene's first offence, the suspension will only be for two days-"

"What about him?!" Mr. Thompson pointed a finger at Peter, who felt himself freeze under the attention. "Why isn't he suspended too?"

Peter heard the office door open, and the familiar scent of aftershave washed over him.

"Cuz this wasn't a fight." Happy's cold voice came from Peter's left side. Looking up, he saw the man standing by his side. "Your asshole son attacked Peter. And if you think that yelling will get your son out of this shit, then scream your head off."

Happy's voice was even toned and as hard as steel. All at once, Peter recalled that Happy had been Mr. Stark's body guard before he was Iron Man. Peter could see now why Mr. Stark had hired him. The guy could be super intimidating when he wanted to be. Mr. Thompson folded like a house of cards. Principal Morita was the first to recover from his shock.

"You must be Mr. Hogan." He greeted warmly.

"Yep. You got something I need to sign?" The secretary gave him a paper to sign. Happy hastily scribbled his signature then turned his attention to Peter. His eyes did a once over of Peter's body, and his aggravated expression softened. "Alright, Kid. Let's go."

Peter stared at him with wide eyes before rising from his chair and following him out the door. After a moment, he realized that Happy was leading them to the front doors.

"Wait!" Peter blurted louder than he intended. His voice echoed in the empty hallway, and Happy turned to look at him. "I gotta go get my backpack from my locker."

Happy gave him an exasperated look.

"Seriously?" He asked. Peter wasn't sure why he was surprised. Of course he need his books and stuff. The weekend was about to start. If he forgot them, he would be screwed for Monday.

"Yeah. Be right back!" He called over his shoulder as he hurried down the hallway. He heard Happy grumble something under his breath that sounded like 'not part of his job description' and 'when did he become such a soccer mom'. Not wanting to inconvenience Happy any more than he already had, Peter started to run to his locker to grab his stuff. His head gave a painful throb causing him to stop for a moment and place a hand on his forehead. Okay, so running was out. He settled on speed walking instead. Class was in session, so the halls were mostly empty. He quickly reached his locker, grabbed his stuff, and then returned to Happy. He was waiting near the front doors.

"You good?" Happy asked. "You don't have to use the washroom?" Peter stared at Happy with an unimpressed look.

"I'm not a toddler, Happy." He said flatly. Happy cracked a smirk before pushing the door open and ushering Peter out. The cold air hit Peter's face. It felt nice against his bruises and cuts. They walked in silence for a few paces, while trying to avoid icy patches on the walkways. "Thanks for coming to get me. You didn't have to." Peter saw Happy's annoyed face relax a little.

"Yeah, I did." He said, while sidestepping a puddle of slush in the parking lot. Peter could see Happy's sleek black car among the student's cars. "Making sure you're okay is kinda my job now." He added without any bite to his voice. Peter felt a little embarrassed by that admission. He wasn't a little kid. He didn't need to be constantly watched.

"So, the school has your number?" He asked, trying to change the subject. They had reached the car now, and Peter grabbed on to the door handle.

"Not exactly." Happy smirked again, before climbing in to the driver's seat. Peter raised an eyebrow in confusion, despite the fact that no one could see it. He pulled open the door and climbed in to the back seat.

Mr. Stark sat on the other side, looking as relaxed and suave as ever. Or at least he did for a moment. He eyes did a once over sweep of Peter's body, like Happy's did, and his eyes crinkled with worry in the corners.

"It's boss's phone number that they have, but my name is listed under the contact name." Happy explained while peering at the two of them through the rear view mirror. Peter felt his jaw drop. Mr. Stark was his secondary emergency contact at school? He knew that Mr. Stark liked him. They got along well and had fun together tinkering with engines and formulas in his lab. But this…

"That looks pretty painful." Mr. Stark said, concern lacing his voice. He gestured with one hand to Peter's battered face. Peter winced as he was reminded of the pain that his shock had momentarily suppressed.

"Yeah, but it's not so bad." Peter said tiredly. He rested his head back on the headrest with a soft thump. "Nothing's broken, so ya know, could be worse." Mr. Stark eyed him with incredulous look while shaking his head slightly.

"You really do have a gift for finding the silver lining in shitty situations, don't ya Pete?" He asked rhetorically while fishing something out of his jacket pocket.

"Mmmm." Peter hummed in a noncommittal way. There wasn't really an answer for that, was there. What's the alternative? Be miserable? Mr. Stark tossed a small pill bottle at him, which he caught in midair. He looked at the bottle, but saw no label on it. "What's this?"

"It's an anti-inflammatory medication that Helen whipped up. It's strong enough to treat the daily aches and pains of spider-boys."Mr. Stark replied with a hint of a smile pulling at his lips. "Basically it's extra, extra, extra, extra strength ibuprofen." He added while handing Peter a bottle of water. Peter immediately unscrewed the cap and downed one of the pills, eager to ease the pain behind his eyes. And around his eyes. And in his lip. And, well, everywhere else. He noticed the pain killer taking effect almost immediately, which caused him to smile in spite of his swollen cheek.

"So, it's Spidey-profen?" He asked. His smile grew wider at Mr. Stark's deadpan stare.

"Has the day really come that I'm allowing ground breaking inventions to be named after lame puns?"

"You named one of your inventions B.A.R.F." Peter shot back.

"Touché." Mr. Stark replied with a growing smirk. Peter could feel the medication spreading and soothing all of his aches. He sighed and closed his eyes.

"I gotta thank Dr. Cho next time I see her. This is already so much better."

"You look rough for a guy who can take on criminals three times his size." Mr. Stark's voice sounded a bit accusatory. Peter opened his eyes to give him a questioning look. "Care to explain why you didn't fight back?"

Peter felt as though he had been doused by cold water. How could he explain this? The memory of Flash's pure hatred made his stomach twist with guilt. The car was stopped at a red light and Peter could feel Mr. Stark's gaze focused on him. He glanced up to see that Happy was also looking at him in the rear view mirror. Silent, but waiting for an explanation as well.

"I don't know." He finally mumbled, hoping that Mr. Stark would drop it.

"Yeah, I'm not buying it." Mr. Stark said without missing a beat. "Try again."

"I never could have taken anyone in a fight before. It's not right to use super strength to win against normal people." He admitted. That was part of the truth, and he hoped that it would be enough to satisfy Mr. Stark. He didn't want to think about what Flash's hatred meant. What that said about himself as a person. "Or, you know, normal people who aren't criminals." He added sheepishly.

"That's bullshit!" Happy stated firmly. Peter jumped in his seat, surprised by the conviction in his voice. "If someone is attacking you, protect yourself! Pull your punches if you have to, but don't let yourself get beat just cause your stronger than your opponent."

Peter blinked in surprise and then felt a warmth spread in his chest at Happy's gruff concern.

"Happy's right. You should always protect yourself, whether it's from criminals or school yard bullies." Mr. Stark added. He was still watching him with a calculating gaze. Peter squirmed uncomfortably in his seat. "But all of this does beg the question; why would anyone want to hurt a happy-go-luck fellow, such as yourself?" He added, and Peter felt himself deflate under the weight of the question.

"It's a long story, Mr. Stark." Peter responded dully, in a vain attempt to dissuade the man from prying.

"It's a long drive to the compound. Let's hear it."

Peter perked up at that, shooting Mr. Stark a puzzled look.

"I'm not going home?"

"Of course not." Mr. Stark said, his voice exasperated. "Picking up an injured kid from school, just to ditch him at home alone is irresponsible, even for me."

"But I don't have any clothes or-" Peter began to ramble before Mr. Stark cut him off.

"You have a room, remember? It's fully furnished and stocked with all the stuff a teenage boy needs; books, every gaming console on the market, and nerdy t-shirts galore."

For a moment Peter sat in stunned silence. An amused smile spread over Mr. Stark's face.

"Oh." He said in a small voice, causing Mr. Stark to laugh. In spite of the excitement, he was suddenly reminded of his promise to text May four times a day. He pulled out his phone.

'The apartment is still there, but I got beat up at school. I'm ok tho. Mr. Stark got me. Going to the compound for the weekend.'

He sent the text. And looked up to see Mr. Stark giving him a curious look.

"Just filling May in on what's going on." He explained and Mr. Stark nodded appreciatively before shifting in his seat and leveling Peter with a determined stare.

"So, circling back to my original question," He began, and Peter felt his heart sink. "why would anyone wanna fight you?"

Peter sighed tiredly, but knew there was no getting out of it. So he decided to start at the beginning.

"It all started in the beginning of January, when Gwen Stacy transferred to my school."

The whole story tumbled out of his mouth, in one long monologue. Mr. Stark never interrupted him. He just let him talk while nodding in some places and mumbling "Mmmm" in others. He recounted how Gwen became his lab partner. How she had been friendly with him, and then how she started showing up everywhere he was. How she asked him out, but he didn't want to date her.

"Why not?" Mr. Stark asked. There was no judgement in his voice, just genuine curiosity.

"I just don't like her like that." Peter responded with a shrug. "Plus, she wears a vanilla perfume that probably smells nice to other people, but to me is just too much. I get a headache just being around her."

Mr. Stark's eyes lit up with understanding, like he had been given the final piece of a puzzle. He gestured for Peter to continue, so he did. He told him how Gwen started dating Flash and he thought everything was going to be fine after that. He felt his face pinch in confusion while recounting the final part of the story. Gwen had been cold to him, and he didn't understand why. He felt like whenever he was with her, he was out of the loop. Like things were happening around him that he didn't understand.

"So then, Coach Johnson started waving Gwen's shirt around asking 'whose shirt's this?'. And I said 'Gwen's'." Mr. Stark raised his eyebrows and Peter felt himself flush, embarrassed by his mistake. "I don't know why I said that, it just slipped out." He mumbled. "But then someone saw that I was making this 'ewww, gross overpowering scent face'." Mr. Stark laughed a little as Peter twisted his face in to that expression to iterate his point. "And he put the pieces together that I could smell the perfume, and he made a big deal out of it. And then, I guess Flash found out about that cause he beat me up."

The car was silent for a moment, as Peter finished the story. Mr. Stark ran a hand through his hair and let out a worn-out huff.

"I don't miss high school, not one damn bit." Happy said from the driver's seat. Peter had nearly forgotten that he was there. The man was so quiet. Mr. Stark hummed in agreement at his words.

"Underoos, I got so much to teach you about girls." Mr. Stark said while eyeing him with mild amusement. "Long story short, Gwen sounds like a stuck-up bitch. Her pride got a wounded when you rejected her, and then she started to date someone else to make you jealous."

"Oh." Peter said, shock evident in his voice. "I didn't get that."

"Yeah, you got caught up in a bunch of 'high school drama'. I think that's what the kids are calling it these days." Mr. Stark said while rolling his eyes. Peter nodded his head in agreement, but only half heartedly. His mind was far away, remembering how Flashes eyes bore in to him with loathing. Peter looked down at his hands, his shoulders sagging.

"There's something else, isn't there." Mr. Stark's voice floated over from his side. He didn't look up at him. He knew if he did, his last remaining wall would crumble. He didn't want to Mr. Stark to know. He didn't want Happy to know.

'You take everything from me!'

The words rung in his ears. Peter felt cold, like ice, and frozen in more ways than one.

"No, I'm fine." He said instead. He heard a buzzing noise, and looked up to see the separating screen between the driver and passenger seats rise up. He looked over at Mr. Stark, whose eyes were crinkled with worry again. Something in him crumbled.

"I wasn't mad at Flash. I didn't want to fight him." Peter's voice was strain under the weight of his guilt. The lines in Mr. Stark's face deepened and his eyes softened.

"I know you didn't."

"He hates me now. I saw it, when he was beating me. Hates me." Peter felt tears begin to prickle at his eyes, so he dropped his gaze and turned his head so Mr. Stark wouldn't see. "I mean, we were never friends. But I know he didn't hate me either." He added in a low voice. "He said I take everything from him. And I thought about it while I was waiting in the office. He's not wrong-"

"No, he is wrong." Mr. Stark's stern voice cut him off. The conviction in his voice surprised Peter. He looked over to meet Mr. Stark's harder gaze. "Peter, there will always be people in the world who resent their mediocrity and take out their frustration for their short comings on other people. Hell, I knew a guy once who resented me so much that he worked with a corrupt senator to defame my name, question my credibility, and then he hired a Russian terrorist to build an army of killer drones. Ah well, that's a story for another time." Peter felt his eyes widen at the reminder. He remembered that day all to well. The day he and Mr. Stark had first met. Mr. Stark continued before he could dwell on it for too long. "My point is, you can't hold yourself back because other people are insecure. You're a brilliant kid, and someday you'll be an amazing man. Whether you choose to remain in the line of hero work, start a company, or become a doctor and bury yourself in research and development, you're going to do great things."

'It's something else. Something in you. You can do anything, and you'll be great at whatever you choose to do.'

Ben words from long ago whispered in his ear. Peter felt a warmth spread throughout him. His heart felt light. Lighter than it had felt in a long time. But at the same time, it also felt heavy with the gravity of his affection that he felt for the man next to him. He had no words to express what Mr. Stark's words had meant to him. His throat felt tight, and he doubted that he would be able to say it even if he did have the words.

"Thanks, Mr. Stark." He choked out. Mr. Stark reached out and grabbed his shoulder. His thumb rubbed soothingly against his shoulder blade. The weight of his hand grounded Peter, and he felt himself gradually calm down. Peter straightened up in his seat and felt Mr. Stark's hand pull away. He cast a glance out of the window. He had been to the compound enough times recognize the landmarks near it. They were almost there.

"I finished the schematics for the cloaking device in the Iron Man suit."

Peter felt his eyes widen in excitement as he whipped his head around to look at Mr. Stark. A smile lit up his face at Peter's reaction.

"Really?" He asked, his voice pitched higher than normal. "Is that what we're gonna do this weekend? Install it in the suit?"

"Sorry, Pete. I don't want to crush your dreams but that's still a little to advanced for you." Peter couldn't stop the crestfallen look fell over his face. "I just brought it up to let you know that we'll be starting a new project." Mr. Stark continued. Peter perked up at the idea.

"Oh. What is it?"

"I was thinking of launching a line of electrically heated under clothes."

Peter felt his smile drop a little. That idea sounded awfully familiar. In fact, that was essentially what he had been using his suit for during the day, for the past week or so.

"Did Karen snitch on me?" He asked, suspicion creeping through his voice. Mr. Stark raised an eyebrow at him.

"AIs don't keep secrets from their creators." He said in a tone that suggested that he was stating the obvious. Like how one would say 'water is wet'. "I ask a question and they sing like song birds."

Peter narrowed his eyes at Mr. Stark, who flashed him a winning smile. Dammit, he didn't want Mr. Stark to think that he was some delicate little snowflake who couldn't handle a little cold weather. But then again, his mind argued, it would be nice to not have to change out of his spider suit in a stanky washroom every morning. Out of the window, he saw the compound's long drive way come in to view.

"Well, I hate to break it to you Mr. Stark but electrically heated clothes already exist." Peter shot back, trying to hid his embarrassment behind humour. Just like Mr. Stark had taught him, albeit inadvertently. Mr. Stark rolled his eyes.

"Yeah, but can they spread across your body, adjust to the proper size, and retract in to a wristwatch?" Peter gaped at him. That sounded so cool. He suddenly felt super stoked to start the project. Mr. Stark smirked at him. "I could always use an extra set of hands." He added suggestively.

"Onwards, grease monkey!" Peter cried. Happy parked the car and Peter already had one hand on the door handle.

"Ahhh! Hold on a minute!" Mr. Stark called to him, making Peter's hand retract. "We got all weekend for lab tinkering. You're going to take it easy until your face doesn't look like a lumpy plum. I got a strict 'no bruised up kids in the lab' rule."

Despite his excitement at the prospect of the new project, Peter felt tired from the stress of the day. Instead of arguing that he was fine, as he normally would, he nodded his head in acceptance.

"Alright, Mr. Stark."

Mr. Stark rubbed a hand over his chin as he feigned being in deep thought.

"You know, I believe that watching a movie falls under the category of acceptable 'recovering from a beating' activities." He said nonchalantly. Peter shot him a smile.

"Do I get to pick?"

"Sure thing, Kid." He said, and then moved to get out of the car. Peter followed after him a second later. They started to walk together through the garage when Mr. Stark added. "FRIDAY will direct you to your room. Go put your backpack away and meet me in the entertainment room in 20 minutes?"

Just then, Peter felt his phone vibrate in his pocket. He took it out and glanced down at the screen. A picture of May, sitting on their coach, feet on the coffee table, drying her toe nails from a pedicure stared back at him.

'Incoming call: Aunt May'.

Peter felt himself heave sigh and glanced over to Mr. Stark.

"Better make that 40 minutes."

AN: For the record, I know that Gwen isn't a mean girl in canon. But since SM:HC changed so much about the characters, I decided to rewrite her character so that it suits the needs of this story.

Credit where credit is due. I got the idea of Tony making discreet tech for everyday wear from another story, '5 Times Tony Regretted Peter's Enhanced Senses' by losingmymindtonight. In fact, as you can guess by the title of her story, it inspired me to write this fic. Her story is more about sensory overload in general, while mine focuses one chapter on each sense. It's a great story, check it out if you haven't already! I'm also lifting the idea of Peter being affected by the cold because spiders can't thermoregulate from her other story 'He's My Intern?'. It's another great fic, full of the Irondad Spiderson feels.