Disclaimer: I don't own Spider-Man. Darn it.

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Patience young ones. ;)

"Peter. Listen to me. I know you're going through a hard time. And even though you might think I don't understand what you are going through, I do. Everyone goes through different things throughout their lives. I love you, Peter. Don't forget that."

Peter jumped up in bed, cold sweat seaping through his old t-shirt. He heaved over and over, trying to calm himself down. It was Uncle Ben. He could only remember bits and pieces from the dream, but he knew it was Uncle Ben. He would know his voice anywhere.

Turning his head to face the clock, Peter ripped the hot sheets from his body and jumped up to his closet. He pulled a random t-shirt and jeans out, putting them on hurriedly. He ran into the bathroom, smothered his toothbrush in paste, and ran it over his teeth. He knew Jesse would be here any moment to catch the subway with him, and he really didn't want Aunt May meeting her.

Peter grabbed his mostly-finished homework and ran down the stairs, shoving it into his backpack.

But he was too late. The door bell rung loudly, and he looked up to Jesse smiling at him from out side the glass door. "Crap."

"Peter, who is that?" Aunt May come from around the corner so fast, she scared Peter. "Oh my goodness. She's a pretty girl." Aunt May walked to the door, and opened it up softly.

"Hi! I'm Jesse. I'm here for Peter." Jesse reached her hand out, but before she could shake May's hand, Peter cut in between the two grabbing Jesse's arm and pulling her back through the door.

"Sorry Aunt May! We're gonna be late for school!" Peter waved to his Aunt, still ushering Jesse down the walk-way. "See you later!"

"Oh-Okay!" Aunt May stuttered, still holding open the door.

"It was a pleasure meeting you!" Jesse hollered as Peter pulled her across the street.

"What was that all about?" Jesse asked, her eyes focused on the rough asphault. Her pink converese smacked against the road as the walked along the crosswalk, the obnoxious sound of taxis honking trailing along with them.

"Nothing. We were just running late," Peter lied.

"Oh, sure," Jesse snorted. She peered up at Peter through the blonde strands of hair dangling in front of one of her eyes. Peter stayed quiet, thinking up a waytochange the subject. "Your Aunt May sure is nice," Jesse said, ber focus once again centered on the ground.

"Mm-hmmm."

"Mm-hm," Jesse mocked. "Come on," she said as she grabbed Peter's wrist and bolted down the subway steps and into the train.

Mr. Shelley huffed as the late bell for fourth-period rang loudly. He sat in his chair and fiddled with his laptop, looking over the class to take role. Peter stared down at his almost-finished homework and racked his brain, trying to finish the last few problems. 'Come on Parker. Find x.' Peter scribbled numbers down, desperately trying to be ingored by his theatric math teacher.

"Pull our your assignment please," Mr. Shelley's dull voice echoed in the classroom. Peter smirked at his teacher, then wrote down the answer dor the last variable and set his pencil down. "And by please I mean right now, Mr. Thomas," Mr. Shelley hisses at Ben Thomas. making Peter sigh a little with relief as he continues to stare at his assignment.

Mr. Shelley procedes to read the answers to problems ouumt of the massive textbook and Peter watches as one or two kids try to copy a few answers down. Mr. Shelley looks up every four or five seconds though, resulting in very careful students. "Number thirty-two is x is f of x is equal to eight-thousand-six-hundred-forty-two and twenty-three-hundredths multiplied by the quantity of seventy-two hundredths raised to the power of x." The bearded algebra teacher drones on and Peter often finds himself tapping his foot and starong at the loud clock. "And when we read the quantity, it just means that those calculations are written into parenthesis or brackets." Peter rubs his temple, then glances over at Jesse, who is absent-mindedly rubbing her pencil eraser into her cheek. Peter smiles a little and then realizes what he is doing. He is watching Jesse like a creep. He is a creep! Oh gosh, he thinks silently. Do I want Jesseca Hanaman? No, I'm still kot over Gwen. I mean, I can't be, yet. He looks back over at her, and for a split second she meets his glance. Come on, Parker.

"How was your day, Peter?" Anut May asks as he pushes various containers around in the refridgerator. He taps a thing of casserole and shrugs, pulling out to test. He was hungry enough to try anything after coming home from a long day of highschool.

"Same as ever, I guess," He says, starting to forage around in the fridge again. Aunt May nods silently, gazing at the little assortment of flowers sitting on the counter. Peter knew wlshe was scared for him, he knew she had seen the change in him over the past few months. He could see it in the way she watched him and questioned him every day. And it made him hurt not being able to tell her what he was really doing at night, the risk he was constantly putting himself in. He knew she couldn't take loosing someone else.

"Got a B+ on a science test today, which was pretty good compared to what my teacher was expecting from everyone else," he says, akwardly tapping a fork on the lid of one of the small tupperware boxes.

"That's good Peter. But I know you're smart enough for an A, just look at your father," She says. almost instantly regretting it. "Maybe you just need to commit yourself a little more," she says, looking at the tupperware.