AUTHOR'S NOTE: Hey, guys! Sorry I've been gone for so long. I was really busy with school stuff and I still am until now, but I figured I kept you guys waiting long enough.

This one-shot is about Peter giving Miles lessons on being Spider-Man.

Requested by: kiboeme

"So tell me how this works again?" Miles looks at the web shooters on his wrist as he was standing on the edge of the roof on an apartment building. It was his first day of training and Peter had let him borrow his Mark I web shooters to practice on.

"Well first you need to relax, Miles." Peter patiently instructs beside him. "Square your shoulders. Don't let the fear overwhelm you. If you're too tense, you won't be able to swing your arms as much. And I can guarantee you the results won't be pretty."

"Right, right." Miles exhales then closes his eyes. "You can do this, Miles. Just deep breathes." He berates himself.

"Okay, I'll demonstrate first, and just do what I do." Peter says. With a quick thwip, he shot his web on the building infront of them, then he vaults himself over the busy street and onto the rooftop across.

"You got it?" He yells from the other side.

Miles swallows nervously. "Uhhh, yeah." He stammers then looks down. Normally, he wasn't really scared of heights but it's a different story since he's be jumping off from a three-story building. He looked at the cars zipping through the streets and the people walking on the sidewalk below him, and it seemed like he felt like the building he was standing on became higher all of a sudden.

"Miles?" Peter called again, snapping Miles from his thoughts. He took a quick glance down again and felt like he was having vertigo. Feeling dizzy, he moved away from the ledge and held his hands on his head. He heard another thwip and when he looked up, Peter was standing next time him again.

"Are you alright?" He asked in concern.

Miles shook his head, "I can't do it, Pete." He says, regretfully. "I mean... I thought I could, but I got so scared when I saw how far the ground was."

Peter chuckled, "It's alright, kid. Believe me, I felt the same way when I first started, and it was hard for me too because I was alone. And it was even harder to get used to swinging around the city because I was deathly afraid of heights."

"How did you get over your fear?" Miles asked.

Peter suddenly had a look on his face, like an idea just popped in his head. "Actually, I think I know how we can fix this problem." Then a grin formed on his lips and he looked at Miles knowingly yet with there was a mischievous glint in his eyes.

Miles felt nervous, he took a step back. "Peter?"

"Trust me, you're gonna thank me for this."

"PETER?!" Miles frantically pulled at the cloth covering his eyes. He could tell he was somewhere really high. He felt the wind strongly blowing past him and his ears had that funny air pressure feeling, similar to what he feels in every airplane ride he's been on.

"Where are we?" He asked shakily.

He heard Peter laugh beside him, then in one quick tug, the blindfold was removed from his eyes. Miles had to squint to adjust to the sudden bright light that flashed before his eyes, but when he finally got a hold of his surroundings. His jaw dropped in horror.

"AAAHHHHHH!" He shouts in fear when he realized he was on top the Empire State Building. His feet just inches away from the edge of the glass roof. He stumbled back and desperately tried to look for anything to hold on to. He found one of the gargoyle statues and held on to it for dear life.

"Ready for your first lesson?" Peter grinned beside him, and he was wearing his Spider-Man suit.

"YOU ARE CRAZY!" Miles yelled. He looked down, the ground was now five times lower than it was on top of Peter's apartment building. And the vertigo he felt now is much worse than before. He immediately closed his eyes and prayed. "Oh dear God, please save me. I'm too young to die!"

"Hey, you were the one who suggested we swing from a skyscrapper. Well.. wish granted, kiddo! You're welcome."

"I changed my mind. I wanna go home!"

"Oh come on, Miles. You can do it." Peter cheered him on. "Remember when you told me that you one upped that classmate of yours in basketball. I want you to have the same confidence you had back then and show it to me right now."

"B-but, that was different— I was in school. And more importantly, I was on the ground, where it was safe."

"No worries, Miles. I promise to catch you if something bad happens."

"That doesn't bode well for my confidence." The younger boy grumbles.

"Alrighty then." Spider-Man stands up and grabs Miles by the back of his shirt so he can stand as well. "Webshooters ready?"

"Wait?! What are you—?" He didn't get a chance to finish his sentence when Peter said, "Time to swing!" He lunged forward and jumped over the ledge, pushing Miles off as well.

"AAAHHHHH!" Miles screamed as they plummeted down the tower. It dawned on him that they were falling in an alarmingly rapid rate, and that scared him even more.

"Miles!" Peter called out to him. Miles looked to his left and saw Spider-Man doing a skydive position with his arms on the side. The masked hero looked so calm and so sure of himself as compared to the younger boy.

"On my mark, shoot a web on that tower." He points to a nearby building. "You can do it. Believe in yourself."

"Got it," Miles nodded. A new burst of energy filling his body finally helped him find the courage for himself, mostly because his life depended on it.

"And... NOW!" Spider-Man signals.

Miles pushed the button on his palm button on his palm and a web shot out from his web shooters. As he grabbed it with both hands, he felt his fall stop short and instantly he was swinging back to the air again.

"Okay now swing your legs up and release." Peter yells again. Miles did as he was told and kicked his legs up. He saw himself soar higher in the air. He let go of his previous webline and shot another on the next office tower.

"I'm doing it!" He exclaims in excitement as he repeatedly did the pattern.

"Yeah! You're a natural!" Peter appeared beside him. "Just keep doing that. Thwip and release, then thwip it out again."

"Thwip, release, thwip, release." Miles echoed his instructions.

Once they found a secluded rooftop, Miles let the webline go. He kicked his legs up again and did a somersault in the air before landing safely with both feet on the rooftop floor.

"That. Was. Awesome!" Miles jumps in joy. His had a big smile on his face as he looked back to his mentor.

Peter gave him a clap in the back. "That was great, Miles. I'm proud of you."

He returned his sentiment with a smile of his own. "Thanks, Peter."

"To be honest... I didn't really want to teach you at first." Peter says before taking a bite out of his burger.

"So what made you change your mind?" Miles asked as he tossed a french fry into his mouth.

They sat on the ledge of the rooftop, watching the sun set in the distance. Both spider-men grabbed a couple of burgers and fries on the way back from the Empire State. Their training session gave them quite the appetite.

"Because I remembered when I was your age." He explained. "And I was in the same situation as you. I wasn't sure how I could handle it, and I felt so alone and scared." Peter's expression turned grim, "It got worse after my Uncle Ben died."

Miles put a hand on his shoulder as a sign of sympathy. Peter looked back to him, "Unlike you, no one was there to teach me how to use my powers. And I almost got myself killed plenty of times because of my reckless actions."

"But you still turned out great." Miles defends him, "How were you able to manage anyway?"

"Oh, it took a while." Peter sighed. "It was hard, but MJ, Aunt May, and my best friend Harry helped me out a lot. Even though I was moody and angsty back then, they never turned their back on me. So owe a lot to them for keeping me in line."

"Well, I for one am lucky that you're my teacher, Pete." Miles remarks, making Peter smile.

After eating, Miles jumps to his feet. "So what's next on the agenda, teach? Are we going to catch bad guys now? Or how about you teach me how to run up walls? Oh oh, or maybe even teach me that super jump that you always do, that would be so cool."

Peter runs a hand down his face and sighs, "I think that's enough practice for one day."

A month later...

"Welcome to "Just the Facts" with J. Jonah Jameson. This just in, Spider-Man has been spotted swinging around town with ANOTHER Spider-Man?! And it was reported that the so-called 'Spider-Boy' is his sidekick. Well I think this is outrageous! By God, my worst nightmare has come true. That masked menace is now multiplying his dangerous species and putting New York at even more risk. I knew he would do something like this! I swear he's out to mock me and my podcasts. That vigilante is just increasing the chances of adding in more costumed nut cases that would destroy our city. And then the next thing we know, he'll have an army of Spider-Menaces taking over the world. Citizens of New York, please heed this message. We will continue to fight against these freaks until we have the peace and order we have back then that we deserve. Down with Spider-Man I say! This is J. Jonah Jameson signing out."

Author's Note:

I would like to thank everyone for their nice comments about my one-shots! It really means a lot so thank you very much. Hopefully I can update sooner rather than later (although I seriously doubt it lol).

Let me know if you want more of Peter and Miles in the next chapter. But I think I might do one about Felicia/Black Cat first.