A/N: Thanks to everyone who has favorited and followed this story so far! I'll try make an effort to respond to comments at the end of each chapter from now on (especially if they contain a question).

Important note, I also ended up making some minor changes to the first chapter (for the sake of story). Essentially, to save any of you from having to reread to find the changes: Clara's father is dead now instead of alive.

She was going to kill him.

First Elias had gotten her in trouble with Cobbwell, and now that school was over he was dragging her (quite literally) to his tutoring session in the library. His large hand had a firm grip around the strap of her schoolbag, with no indication of letting go. If her mood had been any worse, Clara might have even hit him. Elias towered over her by a few inches, built with sturdy muscle from years of playing sports, but she could easily break free of his grasp if she really wanted to.

But for now, Clara figured she'd go along with it. It would save her the time of having to go learn it all by herself. How bad could it be?

"Hey, Peter!" Elias called out once they'd reached a small table at the back of the library. Peter Parker pulled his earbuds from his ears and turned to look at them. From across the room, Clara saw the librarian shoot them a dirty look. "I brought a friend, hope you don't mind. She's having a bit of trouble in Cobwell's class too."

Elias truly had no shame. As if he'd even asked Parker first before bringing her.

"Hi." Despite her discomfort, she smiled at Peter. She could be polite when she needed to be. "I'm Clara."

Slowly, and almost clumsily, he acknowledged her presence. She pretended not to notice when a blush started forming on his cheeks. He looked at her the same way most guys had since she'd turned fourteen. Every time they had P.E. one of Elias' basketball buddies, Damien, looked at her a little too enthusiastically, always when he thought she wasn't looking. At this point, it barely phased her anymore.

"I— uh— I'm Peter." He cleared his throat. "And y-yeah, no problem."

Elias beamed. "Great!" He pulled out the chair opposite side of the table and begun taking out his study material. Clara took the seat beside him. "I gotta thank you, man. I know Cobbwell's forcing you to help me and all, but I did the practice sheet you gave me and got a B-minus on the last test. I really owe you one."

"That's awesome," Peter smiled. "And you're right. Cobbwell's definitely forcing me. That, and the extra credit's pretty nice."

Elias laughed. "Your more of a smart-ass than I remember, Parker," he said. "Anyways, there were a few questions on the test I completely bombed though…"

As Peter began to help Elias, Clara looked over him. She did so only for a brief moment, so not to make it obvious she was staring at him. The neatly styled brown hair and Millennium Falcon sweatshirt might have given most people the impression of the garden-variety nerd, but Clara could just make out the shapes of his muscles beneath the fabric, some of it just barely visible near his neckline. Unlike Elias, he wasn't large and bulky, instead lean and solid. She'd never spoken to him before this, nor ever been this close, so she'd never really noticed. But now looking closer, his good physique seemed quite obvious.

Strange, she thought to herself. She wouldn't have pegged him for the type to work out.

When the two boys were done with the test questions, Elias moved onto writing study notes in his book. Peter finally turned to her. Unlike when he'd been talking to Elias, with her he seemed nervous. She almost felt the need to tell him there was no reason to be so flustered, but her common sense told her that would probably just make it worse.

"So," he said. "You uh… You wanted help with something?"

For his sake, Clara tried her best to seem has friendly as possible. Though she wasn't too sure how it was coming across. It was rare that she ever tried to be accomodating for the sake of others, but something about Peter made her feel like being nice for once.

"There's a few questions I keep losing points on in tests. Mostly the topic we use did on electrochemistry and fuel cells, I guess." she told him. "And sorry to come here out of the blue," she added. "It's just for today, Elias told me you're some kind of genius."

"No, no, it's fine!" His blush —which had since disappeared— returned suddenly. Clara couldn't help but think he reminded her somewhat of a skittish puppy. Like a golden retriever, or a labrador. "D-Do you have some old test papers? I can go through them if you want and help you with the questions you got wrong."

"Yeah, sure." Clara opened her backpack pulled out her chemistry binder. She intended to hand it over to him. Instead, she fumbled and it slip out of her grasp.

As far as her powers went, between weirdly accelerated healing and super-strength, fast reflexes didn't happen to be one of them. Her mind prepared for it to fall to the ground.

Until it didn't.

So fast that it was almost a blur, Peter's hand reached to catch it. Clara blinked. For a second, her mind struggled to make sense of what had just happened. Her brows furrowed.

"Sorry," she eventually said. "My fingers slipped."

She must have had a weird expression on her face, because Peter smiled awkwardly. "Good reflexes, I guess."

Insanely good reflexes.

He opened her binder and pulled out her old chemistry tests. He frowned as he flipped through them, looking at the grades circled in red at the top of each. "Your grades are already pretty good."

"But not perfect," Elias piped. "You can't score less than perfect on a chemistry test when your late dad's Dean Lockwood."

A look of awe suddenly dawned on Peter's face. Whatever awkwardness he held before had suddenly been thrown out the window for what looked to be nerdy excitement.

"Dean Lockwood was your father? Like the geneticist?"

"That's him," Clara sighed. Reactions like this had happened to her more than once, especially when you went to a school which had the full name of 'Midtown School of Science and Technology'. Some of her father's scientific findings were, no joke, part of the school's learning material, which always made for an odd learning experience. She turned to Elias with narrowed eyes. "And don't you just love telling everyone that?"

"My bad." Elias smiled sheepishly, turning his attention reluctantly back to his work.

But Peter was brimming with excitement. "That's so awesome though! I read one of his papers on experimental gene therapies last year. He's was a total genius!" His eyes suddenly widened, as if he just seemed to realise something. "At least, before he uh…"

"Died?" Clara said, raising her eyebrow.

"Y-yeah," he stammered. "I'm sorry, I didn't me—"

"Chill," she reassured him, before he could go any further. "I was only seven when he died, I don't remember him that well anyways." She tapped the back of her pencil against the table. "Unfortunately for me, I haven't seemed to inherit much of his scientific talent."

The excitement of Clara's family lineage concluded quickly, and all three of them turned back to work. The had atmosphere become tense, she could tell Peter felt as though he's said something wrong.

That was the natural reaction to the idea of death, she supposed, not that she could empathise with it very well. Her memories of her father were for the most part absent, just glimpses of random memories and blurry faces. Clara was fairly certain the only reason she knew what her father looked like was from their old family photos in their living room. If anything, the sadness she felt about it stemmed from the fact that no matter how much she tried, she couldn't really remember who her father was.

From across the table, Peter had picked up one of her test papers, and was looking over it. Without much hesitation, he leaned across the table towards her, showing her a question on last weeks test that she had missed.

"Um… so for this question you could have written that the ester functions as a better fuel because it's less likely to experience incomplete combustion, which would happen with a low supply of oxygen." He paused momentarily. "Another answer could be that there's less dispersion forces. And for this question…" He moved to the question below it, and began scribbling down an equation. "If the output is zero point eight for the hydrogen fuel cell, you can just calculate its thermal efficiency with this."

Clara took a moment to think about the words that had just come out of his mouth, Peter had said it as if it were the most simple thing in the world, like reciting the ABCs.

Finally, she sighed. The corners of her lips curled slightly. "What I'd do to have a brain like yours."

That seemed to elicit a quiet laugh from Peter, and a mutter of "same" from Elias. "Just gotta study really hard, I guess," he replied sheepishly.

Something told Clara that no matter how much she studied she'd still fall short to him.

The lapsed into silence as Clara took the time write down the correct answers in her notebook, with Peter helping her out with another question every few minutes. She supposed this wasn't entirely as bad as she was expecting it to be, at least she was learning something. Hopefully, it was enough to do well enough on the next test. The three of them continued like that for over an hour, and strangely enough by that point, her mother's expectations were the farthest thing on her mind.

"Oh shit check this out."

In the midst of what was meant to be studying, Elias had at some point taken out his phone (lasting longer than Clara had predicted, actually). He flipped it around so her and Peter could see the screen.

"There's new footage of Spider-man stopping that bank robbery in Forest Avenue. He's taking on like… six guys!"

The video seemed to be security footage inside a bank. Six men, armed with what looked to be machine guns, stood over about a dozen civilians. Almost too quick to see, a flash of red flies across the screen, and suddenly one of the men is down. Then another. And a third is pinned to the wall in a net of webbing. The red figure stops suddenly in the centre of the video, now more clearly recognisable as Spider-man. He dodges as one of the men shoots at him. In a sequence of punches, and a onslaught of kicks and flips, the rest of the robbers were taken down.

Videos like this had surfaced and spread like wildfire over the last few months, ever since the emergence of Spider-man as Queens very own superhero. Stopping robberies, holding sinking ferries together, assisting in the capture of Adrian Toomes. The larger Spider-man's repertoire grew the more Midtown High, and the world, seemed to be engrossed with him.

"How cool was that? God, what I'd give for superpowers. I'd be the most kick-ass superhero."

At Elias' words, Clara kept her expression straight. If only he were fully aware of who he was sitting beside— that she'd been lying to him for years. She had a rational gut feeling that, if she ever told him, he'd probably hate her.

"Spandex would look great on you," she said.

Detecting the sarcasm in her voice, Elias crossed his arms and leaned back in his chair. "I'd look awesome in it, thank you very much." She flashed him a warm smile, to which he quickly reciprocated with the middle finger, and watched as he turned to Peter. "Anyways, don't you know Spider-man, Peter?"

Peter shifted in his seat.

"W-What? Why would I know Spider-man?"

"Rumour I heard from someone," Elias shrugged. "I mean, you have that internship with Tony Stark right?" he continued. "Have you met the rest of the Avengers? What about Thor? I seriously want to meet him one day."

Clara snorted. "And you think Thor would want to meet you?"

Elias ignored her. "Well, have you?"

"Of course I haven't met the Avengers," Peter said. The tone in his voice was contained a hint of defensiveness. He laughed. "That's ridiculous."

The conversation dwindled into uncomfortable silence, until the loud ring of a phone ended it. It was Peter's.

Clara snuck a glance at the caller ID.

Aunt May.

Peter almost jumped to his feet, scrambling for his phone and almost dropping it in the process.

"Oh crap. I gotta go. I'm gonna be late for dinner." He stuffed his books into his backpack and slung it over his shoulder, then looked to Elias. "Same time next week, yeah? Get the practice sheets done and I'll check your answers for you."

As he was hurrying out of the library, he turned back and waved.

"Nice to meet you, Clara!"

A/N: I'm a little bit unhappy with the length of this chapter (and the last), but I thought this was the right place to end it. The next few chapters I'm going to try have the word count at at least 3000 words per chapter.

This also might be a good time to mention that this story is going to be a slow burn. I'm not really into stories that jump straight into friendship/romance because in reality its sooo unrealistic and usually ruins the story for me. I'm also planning for this story to have a mystery/crime element to it, which obviously takes more time to develop.

Anyways, thank you to anyone who continued on to read the second chapter!