Spider-Man: Year One- A Spider-Man Fanfiction

Summary: Lonely sophomore Peter Parker was the most gifted student at Midtown High, until one day when a bite from a genetically modified spider turned him into something else. Now, he's just your friendly neighborhood Spider-Man. Follow his journey. Rated Teen.

Disclaimer: I do not own Spider-Man

Chapter Thirteen

Smythe wheeled himself into his boss's office, a scowl forming across his lips and one of the many laptops in the building placed on his lap. The attack on Norman Osborn was a worry, but expected and accounted for. That's just what his boss did. Still, they didn't expect it this early in the game. When he got a tip from the bug he planted in Osborn's office that something was amiss, he immediately checked the situation to see if it was something to alert his boss about. A random thief or criminal attacking Osborn, that was nothing. What appeared to be a super villain attacking Osborn? That was a serious concern. Compounding his worry further was the appearance of Spider-Man on the scene to do battle with the villain.

There weren't many things Smythe disagreed with his boss about. But Spider-Man was one of them. His boss would prefer to focus on Daredevil who had begun taking an active role in rooting out their influence in the city. And Smythe did have to admit, Daredevil was the larger threat. But that did not mean they should discount Spider-Man entirely. If Spider-Man were to stumble upon some of their secrets during this fight... it could end poorly.

"I have a live feed of the fight in Norman Osborn's office, if you are interested. I'm sure you've been briefed, yes?"

His boss nodded. "Of course. Pull it up on my computer, I'd like to watch."

Smythe couldn't help the next words that came out of his mouth, though he did regret them. "I thought you said Spider-Man was not a threat."

Miraculously, his boss merely chuckled. "I have to admit, I was surprised when you said you'd never played chess as a child. Now I can see that you were truthful. It isn't that Spider-Man is not a threat, it's that he's a virtual unknown. The worst mistake we can make is alerting anyone to our actions. If we overact when it comes to Spider-Man, we could alert the cops, or Daredevil, to what we're planning. And that wouldn't be good for any of us. Now, however, we can analyze his abilities and come up with a solution. Though, I'm positive we'll be handing the case off to Mr. Schultz. And there is always the chance something else will come up."

"What do you mean, sir?"

His boss folded his hands under his enormous chin and smiled. "Everyone has a price, Smythe. Even heroes. Why cause a problem when I can simply turn it into an asset?"

"You think you can buy Spider-Man's loyalty?"

"Even if I can't, there is no harm at this stage in the game in checking for potential benefits from every possible angle."

"But what if he's as noble as Daredevil?" Smythe responded, slurring the word noble with as much venom as possible.

"Then we'll keep an eye on him and act act accordingly. If I teach you anything Smythe, let it be this. Never remove a piece from the board before you're absolutely sure it has no more value to you."

"Round two? Is this like Ali versus Foreman? And, if so, can I be Ali? Float like a butterfly, web like a spider has a nice ring to it," Peter joked, adopting a fake boxing pose and jumping around a bit for emphasis.

Peter watched as Mysterio turned out, the villain throwing his hands up in an exaggerated fashion. "Do you not shut up?"

Peter chuckled. "Nah, man, it's bad for the brand, you know? So, we gonna do this thing or what?"

"Mysterio has humored you in the past Spider-Man in this absurd belief hat you can achieve a victory. And, due credit, you are a foe worthy of praise. But Mysterio is in an entirely different league than you, hero. It is time, for once and all, to show you what happens when you spar with the master of the arcane arts!"

Mysterio raised his hands in an elaborate gesture. "Mysterio has guessed that your powers stagnate Spider-Man. Mysterio's, however, scale with his mastery of the arcane and unknown. What makes you think you are any more capable now than the last spar?"

Sighing, Peter rolled his eyes and stared at his foe. "Dude, come on. I know your "powers" come from circuitry on your gloves. Enough with the bullshit Hogwarts angle, please."

"Again, you fail to see Spider-Man. Science is merely a tool to amplify Mysterio's powers. How truly ignorant you are. But, no matter. Mysterio will soon show you the error of your ways. Somnum!"

A wave of nausea hit Peter almost instantly, forcing him back on his heels as he fought to keep from throwing up. As he gagged, he felt his eyelids grow heavy and his breath become more paced, more shallow even. The world around Peter began to grow dark as he struggled to stay awake.

"No," Peter thought. "I have to fight this."

"It is foolish Spider-Man to resist the spell Mysterio has cast," the villain moved closer to Peter, his arm outstretched. Even half-asleep, Peter could hear the taunting in Mysterio's voice.

"You see now Spider-Man? There is no contest here. Mysterio is the master of arts so powerful and complex your puny brain would never be able to comprehend their secrets. Much like your namesake, you are an annoyance at best. But, like any pest, you can be beaten by your superiors. And trust Mysterio, Spider-Man, he is your superior."

Peter dropped down to his knees, the spell draining him of his will to stay awake. He shook his head, trying to keep it clear, but even that was of little use in his battle. "I can't give in. People are counting on me. Harry is counting on me to get his father out of this mess."

Mysterio continued to approach. "Just give in Spider-Man. You can't fight this."

As the last bit of strength left Peter, a vision flashed before his eyes. Taking shape in a jerky, twitching movement as if it were dancing the Tarantella, the figured formed first hazy, but slowly began to take a shape Peter was more familiar with. First appeared her hair, those same brown tendrils that captivated every student that she passed by in the halls. Next, her skin. And her eyes, beautiful and mysterious. And before Peter even registered a change in front of him, he could see the fully fleshed out form of Liz Allan.

At this point, Peter didn't know of he had passed out or not, but it seemed highly unlikely that Liz would suddenly interrupt his battle with Mysterio. So, either he was going crazy or the spell had finally done the damage it was supposed to. But, then again, it could be something else. These were some very lucid thoughts for an unconscious teenager to possess.

"You've got to get up Peter," she said.

Now Peter knew she was a figment of his imagination, not that there was much doubt before hand. Still, his Liz hallucination seemed to have jarred something inside of Peter. He could feel his strength returning.

"You've got to get up Peter."

Peter shook his head, enough of the fog clearing that he was able to get to his knees. This was odd. Of all the people to see when he needed strength, he saw Liz? Sure, they were close now. And sure, he was back under her spell. But, why Liz? Surely Aunt May or Uncle Ben? Did this mean that Liz meant something deeper to him than even he realized.?

"No time to analyze it Parker, gotta focus and get Mr. Osborn out of here. My best bet is to get Mysterio angry and hope he'll make enough of a mistake to let me a web on his gloves. I think it may be time for my big mouth. Aunt May always said my lip would get me into trouble, I wonder how she'd feel about it getting me out of trouble as well?"

Still on his knees, Peter swung himself forward to a front handspring and propelled himself to his feet. Pausing for a moment to make a show of flexing his neck and arms, he turned to Mysterio. "Well, that was refreshing. You got anything stronger?"

For a moment, not a sound was issued between the three occupants in the room. But, swiftly, that silence was shattered along with Mysterio's composure. "You insolent pest! How dare you mock Mysterio?! I'll show you something stronger!"

"Really, because all I'm seeing is the master of the arcane arts failing to kill one lowly New York hero. I gotta tell you man, it's not that impressive. What would happen if you went up against Captain America or another heavy hitter? They'd lay you out with a single punch."

"Enough talk Spider-Man! I'll end you soon enough."

"Sure you will. And if you believe that, I'd like to sell you the Brooklyn Bridge."

Mysterio let out a roar and charged forward, his spells forgotten in favor of a physical attack. Peter's spider-sense allowed him to dodge the first few blows, but he took a grazing hit across the cheek that sent him reeling back a bit. It seemed that not only did Mysterio amp up his spells, but his physical presence as well. Simply put, it was the hardest Peter had been hit in his career, and it was only a graze. He didn't want to feel what the full force of a punch would do.

"Watch the cheek," he managed to grit out. "This face is the money maker."

Mysterio was able to cock him once more across the chin, Peter stumbling from the blow, but righting himself quickly. His spider-sense was doing all it could to alert Peter about the attacks coming his way, but he was still a bit disoriented from the sleeping whammy he had just fought off.

"This is gonna be ugly, but I think I have to let him keep pounding at me for a minute or two. I need his hand in the right position to take the glove from him. The moment he slips up, I need to be ready."

Peter threw his hands up and blocked the next two punches that came at him, skidding backwards from the force of the blows, but keeping enough of his wits about him to analyze Mysterio as he prepared another volley. Mysterio wasn't a trained fighter, that much was obvious. Uncle Ben had taught Peter the basics of boxing the summer before and he retained enough of the lessons to tell Mysterio had little to no experience. His form was off and he wasn't even attempting to block his face. Better still, he swung with his full force each time, leaving off for just a split second. If Peter could time it just right, taking the glove would only be a matter of prying it off of Mysterio's hand.

The next round came, this time slower than the previous punches. Peter smirked. It seemed as though Mysterio was tiring. In his attempt to level Peter, he was wearing himself out. He wasn't pulling any of his punches and that was a mistake. Peter just needed to wait out a few more.

Mysterio swung again, this one wild and completely off course. Peter didn't even need to use his spider-sense to dodge. As he watched the punch sail by, Peter shot a web to the glove and gave a mighty pull, yanking the weapon off of Mysterio's right hand as he stumbled past. While Mysterio turned to face Peter, Peter was bale to remove the left glove as well, crunching both in his fists.

"I've had just about enough of these, thanks."

All the swagger and confidence in Mysterio's body language seemed to evaporate on the spot as he realized that Peter was done playing around. Without his gloves, he was no match for the hero before him and they both knew it.

"You've done well Spider-Man. Next time, though, Mysterio will prevail."

Peter rolled his eyes and webbed the creep until he was Mysterio wouldn't be moving any more. The moment he was sure Mysterio was secure, he snatched the fish bowl helmet from his head and crushed it underneath his foot, the glass spreading everywhere throughout the floor of the office. Staring, for the first time, into the eyes of Quentin Beck, Peter growled. "There won't be a next time, Mysterio. Of that fact, I am positive.

Turning away from Mysterio, Peter approached the still sitting form of Norman Osborn. "Are you okay sir?"

Norman sat up in his chair and straightened his tie. For the first time, Peter got more than a passing glance at the father of his best friend. There were no other words for it, Norman Osborn seemed like he exuded power and confidence. Norman was a tall and well-built man, put together perfectly and possessing an air of superiority. And though he looked like an older version of his son, he was almost nothing like the meeker, younger man. He had short, red hair, cut close to his head and beginning to recede a bit at the corners of his hairline. His eyes, now calm, were a piercing blue and seemed to gaze into Peter's soul. Even wearing a mask, Peter felt the need to avert his eyes and look down in deference at Norman's desk.

"Yes. I owe you my thanks Spider-Man. Though my guards are highly trained, I doubt many of them had lessons in handling super villains."

"Not many people do, sir," Peter responded.

"There us no need for formalities Spider-Man. You did just save my life after all. Tell me, what can I do to thank you properly."

Peter's thoughts turned to Harry and how worried he must be. Not only could he get Harry's father out of a jam, but he could also hopefully help mend their relationship.

"You got a family?" Peter asked.

"Of course."

"Then go spend some time with them. That's all the thanks I need. I'll send the cops in on my way out to grab our friend here, but he shouldn't be much more of a problem."

Peter spared one more glance at the defeated form of Mysterio and a nod in the direction of Norman Osborn before throwing himself out of the window and into the cold, New York night.

Watching the video feed from Beck's helmet, courtesy of Mason, Tombstone shook his head in bemusement. He had expected this. Again, Beck had failed in the jobs assigned to him. It was a good thing he wasn't handling anything important.

Strategically, there was no real benefit to attacking Osborn right now. Anyone with a sense of underworld dealings knew Osborn was in bed with the Kingpin. Tombstone gained nothing from this encounter. And that was the point. If, by some miracle, Mysterio managed to uncover anything of use to Tombstone, then he made a profit. If he failed, then Tombstone was no worse off than before. He understood his opponent well enough to know that no retaliation would come. If it did, the entire city would know that Osborn worked for the Kingpin. And that was a business arrangement Tombstone was sure the Kingpin wanted to keep for as long as possible. After all, Fisk wasn't stupid.

Hammerhead snorted from his seat at the edge of Tombstone's desk, having just finished watching the video feed as well. "It went exactly like you said it would boss."

"It hardly takes a genius to see that Beck was no match for Spider-Man."

"You know, I think Beck is gonna want us to get him outta the joint."

Tombstone smirked. "I believe Mr. Beck can spend some time locked away for his crimes, don't you? Either way, our next move is to do nothing for a bit. Let things play out."

After changing out of his costume and grabbing his camera from Ned, who seemed awfully proud of the job Peter had done, Peter found himself walking toward his destination. That by itself was odd, but Peter had just taken down a super criminal and felt the need to be himself for a bit.

The moment he had gotten away from Ned, he had sent a quick text to Liz telling her that he was done with his job and was free to meet. She had replied with a place and time, and a smiley emoji, making Peter smile himself.

He was nervous, sure, because this seemed more than just a study session between the two. If he was reading the situation right, it seemed like a date. Never in a million years did he think he would ever have the opportunity to date Liz Allan.

He had decided to play it cool, on the chance she just wanted to hang as friends, so he wouldn't be left the fool like so many other boys before him. But, even still, he couldn't help but analyze the situation.

Compounding his problem further was his vision of Liz from earlier. He still wasn't sure why his delirious mind would conjure her of all people but he was going to take it as a sign that he cared deeply for Liz, a fact he was starting to believe with each passing step.

He looked down at the phone in his hand. He still had a few minutes left before he had to meet Liz and he was tempted to call someone for advice, but he didn't have any options. Eddie was at football practice, Harry had less luck with women than Peter did, and Mary Jane wasn't that good of a friend yet. He could call Aunt May, but she would insist on the entire story from start to finish and that would tire Peter out emotionally even before the date began.

He turned the corner and drew knew a small, hipsterish, coffee shop on the corner. Not out of the way, but certainly not one of the regular tourists traps that dotted the city. Quiet and cozy, perfect for a first date. Sitting outside at one of the tables with a large drink in front of her, and wearing a sundress that seemed to emphasize her incredible looks, was Liz, much more put together than when he had seen her hours before. She smiled at him as he approached.

"You know," Peter began with a smirk as he took the seat across from her. "You could have stayed in the sweats. I really don't mind."

She scowled and swatted his arm. "Sorry I wanted to look nice. Next time I won't even bother."

An older waitress came by and smiled at the two, pausing briefly for Peter to place his order and then scurrying away. There was some kind of tension building between the two of them as they looked at each other.

"You do look nice, Liz. In fact, you look beautiful."

Liz blushed a pretty shade of red, something that Peter was able to pick up on. "Thanks Petey, you don't look half-bad yourself. Except for that nasty bruise on your nose. Was that there this morning?"

Peter felt across his face, finding the flesh just above his nose was indeed tender. Of course, it was from his fight with Mysterio, but he couldn't let Liz know something was wrong. "Oh... uh... I banged it against my camera when I was working. You know me, clumsy as hell."

The waitress came by again and dropped Peter's drink off. For a moment, the two sat in silence as they sipped their drinks, until the tension in the air was too much for Peter to handle.

"So, why the invite? Did you want to study some more?"

"Peter, does it look like I have my books with me?"

He chuckled in spite of himself. "No, I guess not. So, is this what I think it is?"

"What do you think it is?"

"I think this is a date Liz."

There was a sort of finality in his voice that surprised even Peter. It was like everything in their relationship had led up to this moment and it could either of two ways. She could say yes. Or she could say no. Looking at her across the table, Peter felt something like he had never felt before. He didn't know how to describe it, but if she said no... well, he didn't know what he would do with himself. Peter normally wasn't one for hyperbole, but he didn't know if he could handle a rejection from Liz Allan. Not after everything they had been through.

The silence in the intervening moment was deafening and seemed to last forever. Each of his breaths came out more ragged than before. His heart beat faster with each passing second and all of his nerves were standing on end. In that moment, he doubted even his spider-sense could distract him from studying her face, looking for any sign that he misread the situation.

"Is that okay?" Liz asked. "Is it okay that this is a date?"

Peter was stunned for a moment. Of all the answers he had expected from Liz Allan, her demure response was not one of them. He could only nod in return.

He didn't know how long he nodded, or how well, or how big of an idiot he looked while doing it. All he knew was that she saw the nod and smiled. It was a bright smile. One that took up her entire face. One ha had not seen before. And, if possible, it made her even more beautiful. But there was one final question he had to ask. And he was worried it ruin everything before it even started.

"Liz," he began. "You don;t have to pay me back for the tutoring. You know that, right?"

The smile across her face quickly morphed into a genuine look of anger. She stood quickly from the table and bore down on Peter. Even with his powers, he was genuinely afraid of Liz for a brief moment.

"Is that what you think I'm doing? Paying you back?" Liz practically snarled. Her voice had drawn the attention of the few other patrons of the coffee shop who seemed rather interested in the teen drama unfolding next to them. Not that Liz seemed to notice. "Really?"

Peter was taken aback by the anger in her voice. But he pressed forward, he had to know. "Aren't you?"

"How could you even think that? After everything we've been through... you know what? You can go to hell Parker?"

Liz turned to leave, but Peter reached out and grabbed her hand. She turned to face him, eyes alight with anger. "Let go of me you creep."

"Wait Liz, it's just," he paused. It was now or never. "It's... never could I... never in a million years would I think you would want to go on a date with me. You're Liz Allan, you could have any guy you wanted. And I'm nobody... I'm"

"Peter," she cut him off with a raise of her other hand. She sat back down and removed his hand from her wrist, taking it instead in her open palm. "I like you."

Three words had never shaken Peter so much as those three did in that moment They were so simple, yet, they meant the world to hear her say them.

"I like you Peter Parker," she continued. "And not because Flash and I broke up. And not because you've been helping me with science. I like that you make me laugh. I like that you believe I can achieve my goals. I like that I can be myself around you and I don't have to care about popularity or social order or any of it. You make me happy Petey."

Peter found himself smiling wider than he had since Uncle Ben had died. "I like you too, Liz."

"Good," she laughed. "Because you're stuck with me now."

She got up from her seat and sat herself down on his lap, turning his face gently so that he looked in her eyes. Then she kissed him.

A/t that moment, his first kiss and with Liz Allan no less, every bit of Peter's impressive mind shut down. He could feel her soft lips pressed against his, could taste the flavor of her chap stick, grape, of course, and could hear the steady rhythm of her heart as it beat against his chest. He was on autopilot, responding in a way he wasn't sure how he had learned. But, pretty soon, his lips were moving against hers and his hands slowly moved up and down her back.

She pulled away and stared down into his eyes, smiling that same bright smile from before, but this time with a devious edge to it.

Leaning forward, she whispered into his her. "I don't do that with people I'm trying to thank."

Peter gaped at her as she extracted herself from his lap and hopped up to the ground. "I'll see you later Petey, okay?"

Peter didn't even know if he was able to do more than nod dumbly at her retreating form. He must have sat there for a solid ten minutes, or more, staring at the place where she once stood. It was only when the waitress came by, with another smile and a wink, to drop off the bill that Peter was pulled from his stupor and back to reality. The remaining few couples that had seen the show returned to their previous conversation, intent on giving the young man the space he needed to bring himself back to reality.

Blinking rapidly, Peter could only sigh. "I'm in trouble, aren't I?"

End of Chapter Thirteen

A/N: Sorry for the delay everyone! I hope this makes up for it.