Disclaimer: Spider-Man and other Marvel-related characters and content belong to Marvel Entertainment/Disney anything else belongs to me

Chapter 2: Power developing

It was 6 AM at the Stacy residents Gwen woke up abruptly after the nightmare she could feel the cold sweat blowing off her brow, morning sunlight streamed through her window. Blinking a few times, she released a breath that she didn't realize that she was holding apparently she's still horrified by the dream, noticing she hasn't moved from the position from the floor, the blonde tries to throw aside the blanket and gasps, as she separated herself from her warmth source a sticky white mass is seen stretching as it opens up it's all over her body along with the sheet. Grossed out, the young Stacy struggled to peel the sheet off to free herself from the gluey strands. Barely managing to break free she stands to orient herself, she seems to feel better. Carefully, she stretches her legs, takes a few deep breaths to ease her fast pace heartbeat.

'I definitely feel a whole lot better, a whole lot better than yesterday.' Raising her arms, she notices a tendril leading up to the undersides of her wrists.

Examining her wrists, they were oozing pearly white fluid, almost invisible slits about a quarter of an inch long; the slits were puffy, with a great pressure felt from inside the skin. She pushed on the skin next to one of the slits, to relieve the pressure, unfortunately, to her dismay, the ooze shoots up to her face. A yelp escapes her lips as she effortlessly paws the white out of her face. Holding the other wrist, away from her body this time, another strand fires this time the silk shoots up to the ceiling sticking there with a line sticking out of her wrist.

Gwen's mouth was ajar, thoughts racing a mile a minute, who, what, where, when and how were coming up at the same time. She calmed herself as her thoughts went back to the science expo replaying events in her mind nevertheless one little event got stuck in her head "The spider! It must have been genetically modified before then, OSCORP must have been trying to try out their new test formula on the arachnids it worked…it actually works…the possibilities…"

A thought crossed her mind, even though the formula worked what's stopping OSCORP from dissecting her or as a matter of fact any government agencies. She paled, they'd study her make her do things that preferably wouldn't sit well with her. Probably poke her every single day with needles. Norman Osborn…no…it didn't have to be just him any scientific leader would tell his/her scientists to keep her in a room to monitor the situation then she is labeled as a test subject if she'd escape from all the testing and experiments.

She shuddered, it was out of the question telling Mr. Osborn about something like this, she didn't know why there was something about Norman that didn't sit well with her; call it a hunch or woman intuition there was something about Mr. Osborn that really set him apart from the rest. Was he a ruthless man at times? Though just something about him…what about her parents?

"No! Absolutely not….out of the question!" She hissed to herself, "Mom and Dad won't understand, they'll think I'm some sort of mutant and I already know how they feel about them, more importantly, my father."

Oh yes, mutants were starting to pop out of nowhere not frequently to a point of a boom, just appearing suddenly uncalled for like her father told that one time that he despises them, he told her that mutants think that they were above the rest of us, humans. She looked at her clock hanging on the opposite side of her room 6:05 AM, "Might as well get ready, I'll keep this to myself for now…"

"Gwen!" A feminine voice shouted from behind her door, "It's time to get up, you're going to be late for school!"

"I'm already up." She responded failing to notice herself in the mirror to note all the physical changes that happened during the night after her morbid experience of a dream she just had, the young Stacey decides it would be better to do a bit of research on herself to see what else changed later.

After getting ready the front door of the refrigerator is yanked open, harder than it should be Gwen starts rummaging through the stuff inside, while mumbling to herself, "… Massive quantities of protein... natural juices of their prey..."

Two people one a mid-age man and the other a woman around her late 30's look at each other, then back at her.

The woman was the first to speak, "Gwen, honey, is everything ok?"

Gwen turns, gnawing on a piece of meat loaf, "Uh-huh"

The man wasn't convinced by her word, "Is there something you need to tell us?"

She stopped chewing on the meatloaf and thinks for a moment or two, "Nope!" Finishing the meatloaf the blonde went to the kitchen sink, washed her hands and mouth kissed both her relatives, "Alright I'm off!"

"You don't need anything you got your lunch money?" Her mother called out

"Yeah, I got."

"Gwen stay safe."

"I got it dad. I'll see you guys later."

The door closes, the husband turns to the dish in the sink, "I'm surprised she went to for the meatloaf, nobody likes your meatloaf."

"George!"


In the Watson residents Mary Jane screams at the top of her lungs, a silk-like substance had her wrapped up in her bed sheets it was getting harder for her to move let alone stand upright. Gathering her strength she rips apart the blanket, she stood shaking in fear and confusion as she whispers, "What's happening to me?"

There was a rapid knock at her door, "Mary Jane? Honey are you ok?"

'Oh no, mom! I can't let her see this or she'll think I'm a freak!' Thinking quickly she lied, "I'm ok mom just…had a bad dream you know fell off my bed."

"Are you okay you want me to come in?"

"NO!" She screamed, "Err…no, no that's fine a little shook up it is nothing to be concerned about."

Her mother asked, "You must be starving after you ran right past dinner last night, so I'll make an enormous breakfast. How's your condition? Any better this morning?"

Now that she thought about, she was feeling fine. Staggering to the door, she opened it a crack so only her face was showing, "I feel fine mom. Just go downstairs and I'll meet you down there, I just want to shower."

As much as MJ loved her mother, she found it annoying that she would be up in her grill most of the time ever since they left her alcoholic father; she was always protecting her and her sister along with Aunt Anna. Her eldest sister, on the other hand, married her boyfriend after high school when she was still in middle school a year later moving over to the west coast of the US.

"Alright…let me know how you are feeling you've acted strange last night Mary."

The redhead nodded closing the door, once it closed she placed her back against it, her eyes lazily scanned the mirror as teenagers often do especially girls. She gasped at what was staring back at her when she looked harder.

MJ knew she was not an athlete still tried to keep in shape. What she saw was not her usual body. The teen could make out the outlines of lean muscle; she even had a six-pack and her body was a lot curvier than before. "Wow", she gawked, "Who are you?" The reflection in the mirror did not answer, "Can this day get any weirder than it is now?"


Finally at the Parker residences Peter flexed another muscle as he viewed himself in the mirror, "Oh yeah, I can definitely get used to this body, if only that was possible when I was growing up I'd be Spider-Man in a heartbeat sadly though that's not how things go in the real world. Wait where are those glasses!"

He finds them to put them on, and then took it off, put them on again.

Then off

On

Off

On

Blurry

Clear

Blurry

Clear

Blurry

"Good grief, What I am doing with my life!" Peter let's out a soft chuckle to continue examining himself his chest was broader with more definition into it and he had six packs underneath. The arm muscles were well toned instead of being flat or undertone, "No more fat...no muscle just pure unaltered muscle."

There was a knock at the door at with a feminine voice muffled at the other end of it, "Peter, are you alright, I heard you groaning and moaning last night."

"Yes Aunt May, I'm fine…just I guess… an uncomfortable night." He replied

"Are you feeling any better now since yesterday, any change?"

"Change?" Peter took a glance at his new body, "Yep big change"

"Well hurry up, you are going to be late..."

"Right" The footsteps faded down the stairs case as Peter went into the bathroom with a pair of clothes and turns on the shower it didn't take long as he stayed in for five minutes. As he dressed a thought came to him, 'Alright, so the spider bit me I'm going to have to tell them; Peter made the mistake of not so even though Aunt May is stronger than she let on its better this way.'

"But first things first…" 'Peter' made the sign of the web on a wall soon enough a strand of webbing flew out connecting to it with the strand attached to his wrist, "Organic webbing much more useful than cartridges still I'm going to need help in designing the gauntlets for the wrist with various features that will have different types of spray for the webs or just to hold it down that way I don't accidentally web my face."

6:40 In the kitchen May was humming a tone as she was scrambling the eggs for the pancakes she made, while Ben was sipped his coffee silently reading the paper with a half-eaten toast on his plate.

Peter came down entered the kitchen looking quite nervous yet he had to tell them what was going on with him, 'Boy it's like facing my mother on whether or not I was buying purchases for the Power Rangers Legacy War app only now I'm doing so for spider powers. It shouldn't be too hard yet here I am contemplating whether or not to do it.'

With a quick sigh, he steeled himself, "Aunt May, Uncle Ben…"

The elderly couple gazed upon their nephew to be alarmed on how nervous he was when he is twiddling his fingers together, "Peter what's wrong? Are you sick?"

"No…"

"Are you having trouble with this Flash kid again son?"

"No Uncle Ben, I'll handle Flash it just…umm…I've been going through some changes lately and…" He hesitated a moment, "Look this is very hard for to say, I want to tell you so badly right now yet I'm…I'm afraid on how you are going to react to this."

Aunt May spatula dropped when a thought hit her, "Oh my…are you coming out?"

Peter looked at the woman like she had three heads on her shoulders, she came in giving the boy a hug and kiss on the cheek, "It's alright I had plenty of gay friends who found it hard at first but they managed and even though we raised you right we'll get through this, right Ben?"

Ben Parker stunned looked between his pleading nephew and his concerned wife, "Honey let's not jump to conclusion just yet okay? Let's hear out what Peter has to say before we start losing our heads."

Peter mentally thanked Uncle Ben for that, he sighed, "Aunt May I promise you I'm not gay but there are changes that are going to happen."

"What do you mean?" She asked

"Umm…remember yesterday when I was not feeling well?"

Slowly she nodded her head, "Yes, I sent you straight to bed."

"Well…I umm…it's easier if I just showed you." Peter's hand shot out with a web line to the fridge, poor uncle Ben fell out of his seat while Aunt May shifted back left dumbstruck glancing between her fridge and nephew.

"P..p…p...p...p…Peter…what was that?" The poor woman could feel the blood drain out her face this was a shock of a lifetime, she thought changes meant something else, something more personal not this.

"Well…" Peter began, "I would love to explain in detail however due to time constraint I can't so how about we finish breakfast like right now so I'll explain when I get back what in the world is going on here."

The rest of breakfast was awkward, for the two elders however for Peter it was a huge opportunity, 'Two down one to go…Harry, you are next on the list.'


Bus Stop 6:58 AM

The alternate universe kid arrives at his bus stop thinking, 'I sure hope this was the best idea because I know I'm going to be screwing up the timeline badly or at least something is going to go wrong. Aw well just because Parker luck was a part of the original Peter Parker doesn't mean I'm going to let it affect me.'

He looked at his watch the bus was going to be in a couple of minutes so he had a little time think what he was going to say to his friend, "I can't call Harry my best friend well I can but I don't know him well enough to start…" He muttered, "Though now that I have spider-powers I training shouldn't be a problem; though starting first with spider-sense will be beneficial in the long run since it is said that it can see into the future which can be kind of interesting, then my aim oh man does my aim suck…"

A beeping noise was heard from the watch 7 o clock it was chiming, right on cue, a familiar yellow vehicle made its way towards him. He stuck out his hand to stop only it didn't stop it flew right by him.

"I heard of missing the bus when you are late but when it's done deliberately that's where I draw the line." Peter looked down at his feet, the shoes that he was wearing was more like for khaki wear or a nice shirt not running, "Oh well…Time to test out the agility of a spider."

He readies himself in a runner position, with a quick blow of air he dashes for it at great speed. Once he reaches the yellow target he starts to call out, "Hey stop the bus!" He patted on the window

One student said from the inside mocked him, "Sorry Parker the bus is full!"

"The heck it is!" He could hear laughter coming from inside as he began run bit faster as he saw the bus speed up a little bit, "Oh heck no! Think Peter THINK! I got it!"

He slowed down just a bit than with mighty heave jump he launched forward latching on to the back of the bus, the students within shrieked in response when they saw him hanging to practically the handle.

"What the…I thought we lost him?" A perplexed student said

They saw that he reared his fist, "He's nuts you can't break this window, he'll destroy his hand…"

He was wrong the moment the boy's punch broke through the glass to reach for the emergency handle. The door swung wide open with a struggling teen boy climbing in the bus angrily going up to the driver with everyone gawking him while the alarm was sounding.

"Hey! Who opened the back the door?!"

"I did." The bus sudden stop causes the students to eat the cushion all but one remained standing as the driver put it in parking. Using his superior strength he lifted the bus driver and started beating the living turd out of him, "WHY WON'T YOU STOP FOR ME!"

(Chibi Spider-man runs in screeches to a halt; "That's not what happened! Reroll the clip, this is what really happened!")

He readies himself in a runner position, with a quick blow of air he dashes for it at great speed. Once he reaches the yellow target he starts to call out, "Hey stop the bus!" He patted on the window

One student said from the inside mocked him, "Sorry Parker the bus is full!"

"The heck it is!" He could hear laughter coming from inside as he began run bit faster as he saw the bus speed up a little bit, "Oh heck no! Think Peter THINK! I got it!"

Peter sped up becoming a blur running past the bus to another bus stop with a bunch of students this stop included Mary Jane Watson who was still freaked out by this morning's incident. With the wind blowing her hair in her face MJ turned to see Peter sweating a little bit with a huff and puff.

"Peter? What…did you run to the next stop? Did they not stop for you?"

He waved her off saying nothing, once the bus stops his eyes narrowed, 'Let's see what happens when I say I'm going to take him to court or give complain to the company…you know what I might just do that.'

Once he was on board the driver was surprised to see him, he had thought he left him in the dust.

"You think you're pretty funny don't you…" He started, "Super services? More like inferior services wait until my lawyer hears about this…" The man pales, "I can't wait to tell him why a grown man has to deliberately pass me by every morning since the beginning of the school year I'm sure there will be nice words to be exchanged better yet how about I call your supervisor?"

"Listen kid…there is no reason to get anyone involved in this. Look if you want I'll start stopping at your stop every morning."

"No not chance a bub; you had your chance now we're halfway done with the school year and enough is enough." Parker looks at all the students on the bus then towards the sweating man, "I get treated worse than dirt by them day in and day out you just go along with the gag, act your age, not your shoe size."

With that said the man swallowed dryly if the kid does what he says it will cost him his job something that he couldn't afford it. Silence reigned on the bus as every eye gazed upon the science nerd sitting in the front row of an empty in front of the bus with a huff. Unknown to them he was smug in the inside on the reaction of the driver when he said that, oh yes justice was going to be finally served. His moment of victory was interrupted when a familiar redhead said, "Do you mind if I sit next to you?"

He removed his bag motioning for her to sit, whispers washed over as some couldn't believe the most popular girl in school was sitting next social outcast, Peter Parker. As the final student was aboard the question was raised by the teen looking out the window as the vehicle was in motion. "How yours bite?"

She decided to keep the whole incident of the webbing to herself, she didn't want Peter to see her as a freak of nature, "It's better I suppose."

"Better you say? Did you happen to develop some sort of power?" MJ breathe was hitched in her throat, "Because when I woke up this morning I have 20/20 vision, abs and…" Lifting up his sleeve he revealed a familiar white patch. With a gasp, MJ stared at the white patch looking at the teen also his wrist.

"You weren't the only one bitten Mary Jane remember Gwen, that girl Cindy along with myself were bitten that same day."

"What do we do?"

"For now gather up the other two to figure this out." In the back of his mind, however, 'I already know what to do yet with three girls bitten it's going to be quite intense. If my memory serves me correctly Cindy had a primal urge to mate with Peter whenever they were in close quarters. Yeesh, I wonder what would happen if all three decided to…you know what I'm not even going there… in other news Ezekiel got to her first when her powers manifested all because of some stupid totem hunter named Morlun was after every known spider across the multiverse…I'm not ready to face Morlun at least not yet, however, should the fight be unavoidable I'll lead him to a power plant. You know I do wonder if New York City even has one. Still, I have to get to Cindy first before Ezekiel. As a Shikamaru would say troublesome situation…'

There was an uncomfortable tension in the air, the redhead girl looked at the boy, there was something that needed to be discussed "Not that I don't mind a pretty girl sitting next to me but why now? Above all the chances you had to break the social system why now?" This was a curious thing to the young man trapped in the body of the young teen, his face was questioning, his brow was furrowed looking at the young girl searching for an answer.

MJ bit her lip, she looked straight into his soft piercing brown eyes call it of guilt or a rude awakening; it wasn't fair to one student to get picked on for being socially awkward, "It's time for me to start waking up, I wasn't there to call Flash out for bullying you or there to defend a student in need despite my social status. I hate to admit it but I was scared to get involved." She whispered loud enough for him to hear

"Better late than never I suppose." Peter said shrugging, he was content with the answer, "There is a lot thing that scares us, I don't know why I put up with bullying...guess I didn't want to get my hopes up in confronting the person then he come back with a vengeance, worst case scenario I would have killed myself or taken some sort of martial arts class."

"You would?" Mary Jane was now shocked by the statement, "You would kill yourself without talking to someone?"

"No not really. Defense classes yes but suicide? No." It came out as a matter of fact, "It's a touchy subject for most who don't want to see it or think nothing is going to happen yet if we don't say something then it keeps getting worse until one point that person has had enough, then we end up having a school shooting with tragic loses. Kids these days need people who can guide them as well as people they can connect or fit in with not only physically, but emotionally and maybe a spiritual level. I don't like to talk about it for the sole reason I just don't or I'll be made fun of if I involved a relative."

"That's pretty deep Peter, I'm sure there are people who you can trust."

"Outside of my family members Mary Jane who else can I turn to?"

Another awkward pause was hanging in the air, this was very strange for the Watson girl sitting next to the young Parker boy. She didn't know what to say next, she opened her mouth to speak then quickly closes. Another for seconds go by until she ask; "Are you really going to get your lawyer involved in this matter with the driver?"

"Nah..."

"Then why would you say something like that?"

"I did it so he won't do it again in the future." He looked at her, "You don't know what it's like to be me Mary Jane, I get defensive I have no tolerance for bullies or jerk faces who think they can walk all over me." He pauses thinking back to yesterday, "Like I said if you are still offended by my remarks yesterday I apologies but I'm not going to sugarcoat it, it may seem jerkish but truth be told I really was going to accept your apology only I didn't want you to do it."

"You really did come off as an ass, I was steamed when you told me that." Mary Jane twirled her hair

"Hmm...again I apologies." Peter sticks out his hand smiling, "Maybe we can start over? Hi my name is Peter Parker, I'm the science geek everyone comes to; to have their homework done for."

A small smile graces her lips, Mary Jane clasps the hand, "Pleasure to meet you Peter, my name is Mary Jane Watson a very popular girl with better future than you that doesn't required nerd talk."


Peter is the geek that society claims him to be eats his fries alone for the moment during school lunchtime. The only other person that would sit next to him was his friend Harry waited for him in the front of the school when he arrived told him he had something important to show him during lunch. The day passed by without incident so the boy had some peace in most of his classes. The Osborn heir told him he had to finish up an exam for math it wouldn't take long just needed to finish up a few questions.

A familiar tingle alerted him to danger lurking, a sudden gasp was heard; the moment that happened he spun in his chair catching the falling victim before he/she could fall a second later the tingling was back he looks up seeing the tray falling. With his hand outstretched the tray falls flat in his free hand allowing him to perfectly land each item on the tray. It was like they were falling in slow motion, 'Now that's cool…'

"Nice reflexes, are you going to let me go now or is this how you treat every damsel in distress?"

Peter looked at his hand to find a familiar girl, tan skinned Hispanic wearing a tiger emblem around her neck she was slender yet well-toned and athletically build, with brown eyes, brown hair reaching mid-back, broad shoulders, and long, muscular legs. His eyes roamed for a moment she wears a green tunic with a dark green belt wrapped around her waist with a white short-sleeved undershirt, he knew her immediately.

"Ava so glad you can drop by would you care to sit next Midtown science geek or will you let the social injustice separate us?"

The girl raised a brow true Peter Parker was known for his love for science along with his passion to do well in school in order to pass the class yet for some reason she couldn't bear herself to sit next to him after all she didn't know him that well but that shouldn't matter. Just not today, some other time she'd like to break the social injustice the school has given Peter Parker. She gave a small hmph but didn't say anything else, though a small smile did graze her lips, he did save her from a humiliating drench of food so a little reward was called to order.

Then next thing she does is a quick kiss on the cheek, stunned beyond words Peter blinked in surprise, 'Well then…'

"I appreciate the offer Parker, next time." Grabbing her tray of food thanked again before walking out. Just as she took three steps 'Peter' did something that would shock her system.

"Oh, mi corazón ..." Ava spun around shock completely written on her face; "Cómo duele del rechazo. Está bien ir con tus amigos más populares, me sentaré aquí en agonía pensando 'cómo dejé que una belleza como tú se alejara ... ¡Ay de mí!" (Trans: "Oh my heart ... How it hurts from rejection. It's okay to go with your more popular friends, I'll sit here in agony thinking 'how I let a beauty like you walk away ... Woe is me!')

(Chibi poof in; We don't speak Spanish! When did we ever speak Spanish? A Rosetta stone book gets thrown at Chibi knocking him out cold with flamenco dancers circling around his head)

"I didn't know you spoke Spanish, since when?" Ava went back to sit right back down in front of him

'It's a good thing that in my old life or should I say before I woke up here I'm Spanish even though I'm a white guy…hehehehe…oh man people just can't believe it the moment I open my mouth they are like 'You speak Spanish you don't even look like it!'' A hearty laugh escapes his lips as he says, "Hay mucho de mí que no conoces Señorita Ayala." (Trans: There is much about me that you don't know Miss Ayala.)

A look of disbelieving still present now becomes a mischievous grin, "Pues bien, quieres iluminarme lo bien que hablas una lengua nativa que no te conviene a los Americanos." (Trans: "Well, you want to enlighten me how well you speak a native language that does not suit Americans.")

"¡Claro que sí!"

Elsewhere in the lunch room Flash with his clique couldn't believe their eyes well no one in the cafeteria could believe that Ava Ayala rising star cheerleader was having a laugh with Puny Parker it was unheard of, no one of social status would ever go near Parker, the question was begged; what is going on here? MJ bit her lip her conscious was stirred every day she had a chance to sit next to Peter yet chose not due to ignorance or status quo. 'Well no more!' Abruptly she grabbed her tray walked off towards the duo

"MJ where are you going?"

"To do something that should have been done a long time ago." She responded not looking back at the blonde jock. Flash jaw dropped the moment MJ sat down at Parker table, "Okay that's it."

Flash got up going over to Parker, both Spider senses were tingling reflexively, the first of the spider bite victims whips around in time to see a fist coming at him in slow-motion he catches it in midair in a firm grasp.

"Can I help you with something Flash or do you like the attention to be drawn just so everyone can see?" He drawled unimpressed

One out of two glares at the other intensely, both girls thought a fight was about to break then later sighed as Flash said, "A taste of what's coming to you, Parker. I don't understand how you got two hot girls to sit next to you; maybe it out was out of pity that they did."

"People are free to sit next to whom they choose, if you cannot accept this then maybe you should start getting to know me better Eugene," Peter replied letting the teens fist go

"Why would want to do that? You are nothing more than…"

"A social outcast, a nerd, a science geek, a teacher's pet, so on and so forth; I heard it a dozen times and quite frankly; I don't care what people think of me." The interruption unnerved Flash "Another thing why do they call you 'Flash'? I don't see you wearing a red suit with a lightning bolt on your chest, did Joe make sure that he adopted the right Barry Allen because you got the hair right in being blonde but um…where's Iris West? Unless of course Liz Allen is playing that part then okay…then if that's the case; Eobard Thawne will be looking for you then your crap out luck for he is the fastest man alive."

Those who heard the joke were extremely confused by that statement, who in the world was Barry Allen? Even Flash didn't get it, "Hold on who? Whatever Parker I'll see you when you least expect it."

"Alright you Barry Allen wannabe I'll see you later and remember Run Barry run!" After Flash left Peter turned with a twinkle in his eyes before he started to laugh. 'Hahahahahahhahaha….I got him good, HAHAHAHA…nobody in the Marvel Universe knows who these DC Characters are…HAHAHAHA I love it; which makes it even more hilarious!'

He had to wipe a tear away though Ava and MJ thought he was going to die laughing they've never seen him laugh so hard it was a welcomed changed at least for Mary Jane to witness a student who bullied smile. A small smirk graced her lips, yeah it was time to see who her friends really are instead of going through the motion of standing around doing nothing. Ava brows were raised she didn't get the joke at all. She would have gone back to her food is it wasn't for a certain silver flashing before her eyes. Her eyes widen, "What's with the fork."

"Hmm…" Peter glanced at his wrists, when he noticed it he got a sense of Deja-vu, 'It's almost like I'm in Sam Raimi Spider-Man movie lunch scene where Peter pulls the fork then webbing comes out of his wrist…hmmm…'

As he thought it the same thing happen, a strand of string like substance stretched from his wrist. Both girls' jaws slacked, they gazed upon the teen waiting for a reaction, surprisingly he was calm as if he was amused. The second pair of string shot as he pulled the fork away to a tray of food that was one table away from him.

'Like I said Sam Raimi…' An idea came to him a devious little smirk plastered on his face.

"Peter what's with the creepy smile." MJ asked, "What are you planning?"

"Who me? MJ do you think so little of me that I would be planning something?"

Before she could respond the familiar voice of Harry Osborn called out, "Peter!"

'CRUD!' He yanked the tray of food dodging it as it approached; the tray of food missed him still it ends with someone that he didn't want to end up on; Flash. The school cafeteria laughed.

'Oh boy, time to go.' Quickly getting up from his seat grabbed his backpack to leave not before he said, "For the record, I panicked when I heard Harry." He made haste as he went across the cafeteria as his friend tried to greet him, "Sorry Harry got to go."

"Wait I just got he…what the…" Harry saw his best friend dragging the tray by a strand, students murmured when they saw a strange substance dragging the tray right behind the social outcast.

Flash took notice of this when he scanned the room on who threw the tray, "Parker? You're dead…"

MJ came near Harry, "We got to follow him."

Peter looked at his skin at the white patch, 'Exactly, what I didn't want to happen I got to find Gwen see if I can poke her brain in trying to create those gauntlets for the organic webbing for myself, Mary Jane and her. Though I can't say he didn't deserve that, after the many years of bullying, still that is not right.'

Flash stormed after him pushing anyone out of the way, he was out for blood no one throws a tray of food at him and gets away it!

The brown haired teen reached his locker dialing the combination. Suddenly his brow furrows, he puts a hand on the back of his neck, "Spider-sense! Danger..."

"Think you're pretty funny, don't you freak!" Flash wasn't alone; two of his cronies hurriedly closes the classroom doors on either side of the hallway, to block the view of the teachers from seeing the fight that was going to take place.

Other students and a very angry MJ appeared, "Flash it was just an accident leave him alone!"

The blonde stared at her, shaking his head at her, "By breaking his teeth, that's the accident, Mary Jane!"

Peter's eyes narrowed as he back away from the older teen dropping his bag on the floor, "I don't want to fight you Flash, walk away right now."

"I don't want to fight me neither, fight like a man."

A crowd quickly forms around them chanting the word 'Fight, fight, fight'.

"Last chance Flash I don't want to hurt you."

Harry comes to MJ side as he looks at what's going on within the large crowd of teens. MJ looked relieved when he arrived, "Help him, Harry!"

Flash right hooks Peter, the fight was over in a moment when Peter does a high block then quickly follows up with a quick punch to the gut he had to make his muscle was taught or else they would see his hand on the other side of the school jock.

"Which one?" Harry asked baffled

Flash went down on his knees gasping for air, the student body went silent with mouths open Mary Jane, Ava even Harry couldn't believe it. The young redhead notices someone behind Peter when a tingling started to alert her, "Peter look out!"

Sensing an attack from behind, Peter suddenly jumps. One of Flash's cronies, who were trying to sneak up on him, is left grabbing air. Peter flips up into the air and does seven somersaults before standing upright with fist in fighting position. Bobby look at him in disbelief, he huffs lunging at Peter while he ducks one, two, three, four punches, didn't even have to move his feet, he just darted his torso around so fast that he creates a blur motion. Harry shakes his head impressed, gives a look to M.J. She returns the look. Bobby soon fell in a heap dazed on the floor. Students were eerily silent as they saw Peter in fighting stance with a punch downward, Ava was now even more impressed; 'He knows martial arts wow, I didn't see that coming."

Peter using his superior strength thanks to the bite of the spider lifts up Flash from the ground dangling him against the lockers. "Listen and listen to me good Eugene…" There is authority in his voice, "I'm sorry for what happened in the cafeteria that was unintentional. Despite that, I've had it with you, your cronies and the school population treating me worse than a dog, okay! This bullying has gone far enough, you torment me in the bus stop, school, and even if we walk home I don't care if you are my neighbor one more time I will not hesitate to give you a black eye before graduation this is your final warning."

He drops the jock as a pained groan escapes his lips, Peter scopes up his bag walks away signaling to Harry to follow him, while Liz who was amongst the spectators began to disperse tended to her fallen boyfriend watched in great horror at the back of the retreating Parker boy, "He really is a freak."


Outside in a secluded part of the school Gwen on her study hall period tried out her new powers, she was creating small webs or a large web against the wall it was exhilarating, fascinating, and revolutionary. To think that the spider that OSCORP was experimenting to help the world with it health problems bit her, she'll have to look at her cell sample to see what other transformation could or will occur. The blonde looked down on the ground she was about 50 feet up in the air resting on a nesting of webbing. She couldn't help but feel giddy it was pure luck that no one spotted her yet she could hear voices from the outside despite them being far away, however, she heard voices closing in on her.

"…happen at the Expo yesterday what I'm about to show you should remain between the two us."

"Peter this has got to be some sort of joke no way does a genetically modified spider gives you abs in one night!"

"Oh yeah? Then how do you explain that punch or me lifting Eugene off the ground then? Adrenaline? Or how about the tackle?"

"Maybe…it's possible right?"

"Yeah, I guess, when a person is completely under stress..."

Gwen looked down, Peter and Harry were in a deep conversation that much she deducted, the point of interest of said talk is what got her attention; 'What are you boys up to?'

"Pay attention Harry, I'm only going to show this probably a dozen more times."

Gwen interest was piqued now, she leaned forward watching him from her point of view, her eyes bugled out of her socket the moment he started to climb the wall about 10 feet off the ground and almost did she fall off her webbing.

Harry stared no comprehensible words would flow out of his mouth, he stuttered to make a sentence.

"I know a bit of shock at first but I'm trusting you with this secret."

Harry finally got his head on straight, "Why come to me with this Peter?"

'Peter' is silent for the moment, scratching his chin 'Because the stupid idiot of your best friend who was not taken over by someone from an alternate universe went out to fight your father the Green Goblin after he had his way with Gwen Stacy while kidnapping her due to the said blonde having your fathers kids and killing her by throwing her off the bridge. He always was blowing you off for some stupid reason without explanation. Did I mention that you hated your best friend, for the sole reason of Osborn killing himself with his own glider even though you were mentally unstable?' He sighed climbing off; "You're my best friend Harry we didn't do this friendship based on secrets, you confided in me that you are the son of a wealthy businessman and I've kept my mouth shut for a pretty long time though it's only a matter of time before Norman decides to reveal himself to the school and you are going to have 'friends' left and right. Now I'm trusting you to do the same with this…"

Harry couldn't believe it he scratched the back of his head, he paced slightly, Peter was trusting him with the biggest secret of a lifetime then a thought came to him breaking the moment of shock, "The spider bite…you knew…"

"I did…" Peter confirmed, "Though I wasn't the only one bitten…" He pointed above him towards the back Harry followed the finger to his shock he saw…

"GWEN!"

Gwen gasped, flailing her arms trying to keep her balance she flew off due to shock thinking, 'How did he know I was here!?'

Peter was quick to react as he met Gwen halfway in the air allowing him to carry her bridal style when he landed on his feet. He still had her in his arms when he came to view for Harry.

"You too Gwen?"

"Yes…Can you put me down now?"

"Nope…."

"Peter this isn't funny put me down right now, you saved me thank you…Just put me down I'm not a helpless little girl."

"Not a chance Stacy you're cuddly…" He said with glee hugging her tightly close to his body while snuggling her.

Gwen blushed three shades of red before she began to fight her way off his arms yet he wouldn't let go finally she gave up, she turned her body with a huff crossing her arms glaring at the Parker boy who was snickering at her predicament.

"Anyone else I need to know?"

"Well there was this girl named Cindy Moon and our most popular third rank girl of the school Mary Jane Watson… isn't that right? MJ…" Peter said

Mary Jane came from out of the corner, "How did you know I was there?"

"Instincts…" Peter said he could have sworn he saw jealously written in her face on the way he held Gwen, meanwhile the blonde couldn't help but feel a little defensive unconsciously grabbing onto the boy who held her. Peter deadpanned, 'Stupid totem business…'

After a little while of Q&A with Harry the bell rung signaling the period was over, finally Gwen was free to stand on her own after being held, not that she would have admitted it but she really liked it when Peter had his arms around her while sitting on his lap for some odd reason, as well the way he spoke he was so down to earth with a sense of maturity about him especially since he answered the problems the three teens were facing. Yes he joked around time to time it was refreshing, to say the least, so why hadn't she spent time knowing the awkward teen.

The red-head teenager, on the other hand, was feeling a bit jealous yet she didn't know why, for reasons unknown the sight of Gwen being held by Peter was getting her a bit irritated she did pay attention to the conversation yet her gaze kept going back to the pair. Something inside wanted to rip Gwen away from him so she may have that place of comfort. Gwen caught her a few times and ended up snuggling, even more, letting a sigh of content out.

"Thanks, Pete for trusting me…" Harry stuck his hand, "Once we get everyone together we'll talk more."

Peter clasped it in his, "It's the least that I can do…" He pulled him in a bro-hug, "Tell anyone else I'll kill you."

Harry let a snort of laughter as he left. Peter turned his attention towards the girls, "Don't think I haven't noticed the death glare from the two of you."

Both teens looked sheepishly at him like they've been caught with a hand in the cookie jar, he sent them a glare which the flinched. He wasn't going to be a handle like a piece of meat for anyone or anything totem business or not; "Listen I don't know how else this spider bite affected us so in the meantime keep your distance away from me, I can joke around be a little affectionate but this primal lust is where I draw the line I could feel the lust coming from both of you it wasn't fun trying to keep myself in check from taking the both you to that spot over there…please knock it off…"

"Is that's how you managed to locate me? I am wondering how you did it, how is it that you know where I would be or MJ?" Gwen asked

"Don't know what call it yet." He shrugged motioning for them to follow him before the next period bell rung, "All I know is that I tap into it during class time only to feel three beings emotions…" He held three fingers as he listed them, "One with curiosity/interest, the second one with fear/uncertainty, and the third panic complete utter panic…my guess the first two was the both of you while the third is Cindy Moon. I don't have much time to explain so we'll have to set up a hangout."

Just then the vice principal came walking towards them he wasn't happy either, "Mr. Parker glad I could find you care to explain to why I find Mr. Thompson along with Mr. Ryan in the nurse's offices with black and blue on his abdomen?"

"Why certainly…I'll see you both later…"


One lengthy talk later in the principle office Uncle Ben was certainly was not happy when he received a phone call from the school that Peter was in a tussle with the two of the schools athlete so after a long chat with the principle Peter was given a warning next time it was going to be detention for fighting in the hallway.

There was no one in the hallway after the talk, Peter was somewhat curios at what Benjamin Parker was going to say; 'To think I don't do confrontation that well…sheesh, how did this mess get any worse?'

"What happened Peter?"

"Come again…"

"You are sweet, kind, gentle soul son, we a raised like a son the best we could; as your aunt would say with the fear of God what happened? What's going on with you? Tell me?"

"Ummm…" Peter rubbed the back of his head, how are you going to tell someone that you are inhabiting the body of their nephew while trying to explain that to him this was nothing more than he couldn't care less. Yet he couldn't this man raised his nephew for 15 years looking at him like a son he never had. It brought both his aunt and uncle closer to him well the original Peter at least when both Mary and Richard died on that plane.

"Where do I start?" The AR teen said, " OH yes...I've had it with people looking at me like I'm some weird being from another planet, you don't know what it's like Uncle Ben to be the scorn of the school just for trying to be the best that I can be. I got no one minus Harry, people see me in distress they turn a blind eye or mock me. I do poorly in sports or someone gets hurt and suddenly everything is my fault, things happen the way it did while it was an accident." He paused staring at the older man. Ben could see that this was very uncomfortable for his nephew but he held his peace until the end he motioned for him to continue. "Now with these powers manifesting it a whole new pressure. Now I'm not abusing them it's just…just happened the web string shoots out I panicked when Harry came into the cafeteria, the tray of food lands on Eugene next thing you know he takes the fight to me." Peter lets out a deep breath, "Next thing you know I threatened him saying he's going to get black and blue and if he doesn't stop, spider powers or not he's going to get one."

Ben sighs patting his nephew on the shoulder, "Peter your changing into something, what that thing is I don't know. This whole powers thing it scary…scared the jeepers out of myself and May…we still love you Peter so I'm glad you told us what it was you are going through. This fight that happened…"

"I didn't start that fight he did." He interrupted heatedly

"Well, you sure know how well to end it, Peter," Ben replied coolly

The teen mouth twitched his face annoyed, "What was I supposed to do run away?"

"No you weren't supposed to run away, look this Flash Thompson probably got what he deserved just remember Peter that these are the years that a man becomes the man that he is going to be for the rest of his life. Just be careful in whom you change into, you're feelings for this great power in becoming a man…and with this great power Peter comes great responsibility…"

'A word from the wise man himself, my father always quoted this every time when we get into a deep conversation.' Peter nodded, "I get it, Uncle Ben…"

Ben pulled his nephew into a hug, "You think you know, but you don't maybe one day you will. I'll see you home kiddo…" He ruffled his hair as he left

It was later after school Peter was sitting on the roof of the school zeroing in on Cindy signature, she was scared he felt it; her fears are consuming her he had to get to her first before Ezekiel. The only way he was going to track her down was following his instincts or as he dubbed the 7th sense.

"I can't believe that I have to first put on the amazing bag man costume…what was kind of costume is this?" Peter said as he looked at the blue jumpsuit with disgust, "Not mention that it only held two web cartridges from Spider-Man and Enter Electro it was the worst costume ever and I don't care if it did come from the Fantastic Four!"

The suit that was in his hand indeed had a four logo on the chest which was borrowed from the science lab not to mention he burrowed a brown paper bag from the lunch room. "Let get this over with…" He looked at himself from the window he looked ridiculous "Its official I hate this costume…" He deadpanned while standing near the edge of the school building, "I think the Amazing Spider-Man vigilantly costume had the right idea with just the mask…"

He spun his web to a nearby building, his heart was racing a mile a minute a slight pull on it to make sure it wouldn't break "Okay guy time to get rid of your fears of heights…Tally ho…"

Peter screams as he sails through the air, furthermore, he keeps his grip on the web. The end result is that he swings across the busy streets of New York in front of school skidding on the wall of the opposite building. Unfortunately, there was billboard looking at him, Peter started to freak and screamed as his feet skidded against the pavement and then…

SPLAT!

He slid against the billboard down to the ground, "The….paaaaiiinnnnn….."

Elsewhere Gwen, Cindy, MJ felt a shock the system.


Moon residents 4:30 PM Cindy Room

Cindy was freaking out since this morning everything she touched she destroyed, the bathroom doorknob broke off in her hands, she crushed her favorite hairbrush but that wasn't the beginning of it she couldn't open her locker without ripping it out from the hinges which did happen lucky no one saw that. Her papers were stuck in her hand and she had to write a report for next week but no luck as it refused to come off.

She was terrified of what she was becoming, she couldn't let her boyfriend now ex since she found out he was cheating on her with another girl. So now her life is spinning out of control and she doesn't know what to do on top of that she felt like she been hit by a bus, where did that come from she didn't know, she just wanted it to stop or go away. She got up from her bed looked herself in the mirror, "What's going on, Cindy? What's happening to me…"

She failed to notice that a certain boy she met a day ago was entering her room that is until he said, "Nice room you got here. It's pretty cozy…"

She turned in shock at the intruder her parents weren't home yet and neither was her brother, but the neighbors on the other hand "HEL…MMPH…."

A web shot to mouth as she tried to scream she ran out the door to raise the alarm to be caught and tied by webbing? She was forcefully dragged back into the room struggling against her restraint as she groaned against the web gag, "MMM MM MM!"

The intruder spun her around so they were face to face, she was at his mercy, thoughts raced a mile a minute, was he going to take advantage of her? Was he going to kill her after he had his way with her? Was this her last day on earth?

The man pulled his backpack down to the ground, she panics, tears now swelled in her eyes as she saw that he was removing the brown bag from his head thinking he was going to have his way with her, 'Mom, dad, Albert I love you…'

She closed her eyes waiting for the inevitable only to hear a familiar voice, "Hi Cindy!"

She faced Peter Parker the boy she met at the science expo, "MMM!"

"Sorry about tying you up but umm…I need to talk to you and since I don't where you lived well let's just say I had to follow my instincts." He removed the web gagged

"You think that was funny! I nearly had a heart attack thinking you were going to rape me!" Her face red in fury

"What kind of sick, depraved thoughts are you thinking about?" He said as he stood her up untying her, she almost slapped across the face had he not caught both her hands.

"Don't make me regret untying you Cindy I came because I know what you are going through and I have two friends in similar situations with power developing."

"Please…" Cindy hugged him tightly scared for her life as she trembled under his embrace, "Help me…"


LXD: Okay, so here is some the soft reboot I hope you enjoyed reading, so please comment, rate, subscribe until next chapter