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 nor any property mentioned herein.

Chapter Twenty-Three

"Spider-Man, I believe we need to talk."

Peter turned, recognizing the voice, and braced himself for the worst. Sure, of the three members of the Avengers he had faced, or rather the two members and that guy from S.H.I.E.L.D., Captain America had seemed like the most willing to side with Peter, Peter was also sure that he wasn't someone you wanted angry. This was a guy who stood up to the might of Nazi Germany with little more than a shield. Hell, if the text books were right, he once punched Hitler in the face.

Perhaps sensing the anxiety rolling off of Peter in waves, the good captain merely smiled, taking off his helmet and sitting down on the ledge of the roof, motioning for Peter to do the same.

In kind, Peter stripped off his mask and sat down next to the older hero.

"You're a young sixteen, you know that?" the captain asked with a small smile. Peter nodded. He was one of the shortest guys in his year and until his powers developed, one of the scrawniest as well. "It's okay, though, so was I. I swear I didn't reach five foot until I was in high school. When I would hang out with my pals, most folks assumed I was their little brother. It was that way all through my childhood. I remember in the summer of thirty-seven I went with some friends to help build the New York Municipal Airport because of the Works Progress Administration. I was a big fan of FDR, voted for him in every election I could, just not a fan of his interment policies. We had a pretty big fight about that in the Oval Office. But that's a story for another day. Anyway, so me and my pals went down to do some summer construction and they turned me down. Said I was too small. That's how it was my entire life."

He took a small breath and continued. "When the war broke out, I tried to join the army, but I was rejected. I raised quite a stink about it in the recruitment office, but they wouldn't budge. Said it was for my own good. But, there was a general in the office who heard my pleas and put me on the path to becoming Captain America."

He smiled at Peter again. "The point I'm trying to make is that we owe you an apology Spider-Man. Me, Tony, Director Fury, we were only trying to look out for you and protect you, but we shouldn't have come down on you with an ultimatum. I should have told you this story and given my reasons by myself. It was wrong to use a show of force and intimidate you. Truth is, street crime in New York is not something we stop enough of. There are plenty of Avengers, but we always seem to be fighting some alien dictator or mad scientist when we could be helping the people of this city. I don't regret those actions, because we've saved the planet, but I do regret not doing enough to help the average people of New York. Daredevil does it, but he isn't much of a team player. And I've never agreed with the Punisher's actions. But you, Spider-Man, you help the people in this city in a way we can be proud of. And it's something we should have told you before. So, to rectify our own mistakes, I've come to offer you a new deal."

Peter shot a quizzical look at the older hero. What kind of deal could Captain America be offering now that differed from what was offered before?

"Here it is. Option one is the same as before. You can quit until you are of age. When you turn eighteen you can resume your heroics and we won't stop you unless you cross the line. Option two, we'll let you operate now, but with certain conditions."

Peter quirked an eyebrow. "What are the conditions?"

"First, you'll work with us over the summer to gain control over your abilities and learn some valuable skills. You did well today, but the building still came down and that could have been prevented. So, during the days you will work with Iron Man to understand the science behind your abilities and pick up some scientific skills for additional use. You will also train with me to hone your abilities and learn how to fight. Someone with you innate skills should not have had such trouble with a mercenary like Shocker. You will still patrol the streets, but you will withdraw and seek help if the situation seems out of your control."

There was a finality to his words that Peter figured meant not to push him on that point if he took the deal.

"I understand you were supposed to have an internship with Norman Osborn this summer, correct?"

Peter nodded.

The captain waved his hand. "I don't believe that Osborn will have his business up and running any time soon. So, Tony and I have decided that if you accept this deal, the official reason for this training will be a paid internship at Stark Tower. You will report there every weekday this summer, working with Tony from eight until ten in the morning, then with me from ten until noon. After that, you will be allowed to patrol. So, do we have a deal?"

Peter initially chaffed at the idea of having someone dictate the terms of his heroics to him. After all, even though he was Captain America he wasn't Peter's father. Who was he to tell Peter what he could and could not do?

"Still," thought Peter, musing the situation over in his head. "the benefits are hard to ignore. I mean, I get to train with Captain America. Not to mention, I get to learn science from Tony Stark himself! Outside of Reed Richards, there is no one better. It's a dream come true. And I can still keep my promise to Uncle Ben and continue to help people as Spider-Man."

Peter paused in thought for a few more moments, weighing the pros and cons in his head. Finally, he nodded at the captain. "I'll accept your offer."

"Good, I was hoping that you would Spider-Man. It will be a pleasure to work with you," responded Captain America, reaching out his hand.

"Please, Captain, call me Peter," Peter responded, shaking the captain's hand in turn.

"In that case, I'm Steve. See you this summer."

Peter watched the captain board the ship he flew in on and take off into the mid-afternoon sky, before nodding to himself and heading back to school.

Salem Center was a small town located in upstate New York that, at max, was home to maybe six-hundred people. The hamlet, if it was big enough to even qualify as that, was your typical small American town, a number of mom and pop shops, a single big chain acting as both a grocery and a mall, and even a few restaurants. The people were friendly, but maybe a bit too conservative and stuck in their ways. And they were distrusting.

It was that distrust that Jean Grey felt whenever she walked through the town. Not a personal distrust, none of the town even knew more than her name, but a general distrust of the students at Xavier's School for Gifted Youngsters. A distrust that would likely intensify if they knew the true purpose of the school.

Making her way back from the town and up the winding path that led to the institution, she was thankful that the professor had enough money to pay for the land and its upkeep, as well as grease any wheels that needed to be greased with the town.

The institution stood before her in its majestic splendor, all thirty acres the professor owned spreading out behind it and giving the school its much needed privacy. During her first few months at the school, Jean would often find herself lost in its woods and forests, a solace from a world that didn't understand her gifts.

Now, though, Jean had friends and a mentor who was willing to train her and she found herself enjoying the company of others much more frequently. But, even among these friends and mentors, her specific abilities made her feel like an outsider.

Jean walked quickly through the front doors of the school, nodding in greeting to some of the younger students situated in the rec room, before making her way to the back and the room designated for only the older students. The students who had proven to have a decent amount of control over their abilities. The students who had been with Professor Xavier the longest.

Hanging from a pipe, upside down, in front of a chemistry set was Hank McCoy, or "the Beast" as the others had taken to calling him. Hank was born with features more closely associated with those of primates, belying his genius intellect and true gift for the sciences. Despite his large form and genius mind, Hank was a modest individual, always finding fault in his own abilities and quick to heap praise on others.

On a couch, playing video games, were Warren Worthington III and Bobby Drake. Warren, spoiled son of a rich business tycoon, smirked in Jean's direction as she passed. Despite his arrogant persona, he proved himself time and time again with a healing factor in his blood and literal angel wings that sprouted from his back.

Bobby, on the other hand, was a goofy kid who hadn't quite grown into his body yet, making him look more lanky than he should have. His own impetuous nature heavily offset by the fact that he could coat himself in an ice he could then use as a weapon.

Finally, playing chess against their mentor Charles Xavier, was Scott Summers. Scoot was an athletic young man with classic good looks, only marred by his eyes hidden away behind a pair of sunglasses. However, Jean know his eyes emitted a powerful concussive blast if left to their own freedom. Despite the handicap, the stoic young man was a natural leader and the one the students went to if they had problems they felt they couldn't address with the faculty.

"Ah, Jean, thank you for joining us," said the professor, moving out from behind the chess board. "As you know, the stated goal of this institution is to foster a mutually beneficial relationship between the homo sapiens and homo superior communities. The five of you in this room, being my oldest students, have the best grasp on your abilities and are in a unique position in regards to your education, both as students and as homo superior. After discussing it with my faulty, Ororo and Logan, I have decided to allow you the option of attending a regular school in the upcoming year. I have a penthouse in Forest Hills that should serve wonderfully as housing for you during the year and Ororo has agreed to provide guardianship while you are there. Naturally, if you wish to stay here and study then you shall. We don't want to press any of you if you feel uncomfortable. But, I would like you to think about the wonderful opportunity presented. One day, human beings will not look upon mutants as the enemy and you could be at the forefront."

"Professor," began Hank. "While I do admit to being most curious to explore the wider academic world afforded to other students, I hesitate to allow them to know of my mutation. The resulting panic that accompanied my parents understanding of my condition has left me... shall we say, a bit wary of the reaction of the general public."

"I understand Hank and I have taken it into consideration. While attending school, you shall not reveal your status as a mutant to any other student. One day, hopefully in the near future, both humans and mutants can live and work together without fear and mistrust. On that day, you can reveal your abilities to your classmates. But this exercise is also a chance for you to get to know the general population. Most of your lives have been colored by hatred and bigotry, but there are good people out there. People who can see past our differences. I want you to be able to meet these people."

"In that case, I accept Professor."

"You know," Warren spoke up from the couch. "I'm in too. I've been cooped up in this institute for too long now."

Bobby swiveled his head to Warren as the other boy began to speak and nodded as well. "Count me in, Prof."

"Scott?" the professor asked.

Toying with a chess piece, a queen to be exact, Scott barely lifted his head from the board as he spoke. "I don't know, Professor. There are too many things that could go wrong out there. I'd rather we all stay here, where I know we're safe and accounted for."

"Scott," Hank interrupted. "I believe it was Joseph Campbell who said:"We must be willing to let go of the life we've planned, so as to have the life that is waiting for us." There is an entire world out there to explore and discover. And we will have each other."

Scott stared at his friend for a solid minute, seemingly analyzing every word Hank spoke. But, eventually, he nodded as well. "If they all plan on going then I should as well. I won't feel right if I'm not there and something happens."

"And Jean?" the professor asked.

"I don't know either, Professor," Jean responded, looking apprehensively around the room at her friends and the professor.

The professor, noticing her fear, raised an eyebrow, asking for permission to continue this conversation telepathically.

Once he got Jean's consent, he continued. "You have doubts that you don't think you can share with your classmates?"

"It's just," began Jean, fumbling for words. "They all have such great control over their powers. Even Scott has learned how to control his eye beams... more or less. Me, I don't have great control. I still lose focus and my telekinesis acts up. I could seriously hurt someone."

"Jean, you have overcome much since you came to this school. I would not present you with this opportunity if I did not feel like you could handle it. I have every confidence that you can control your powers outside of this school."

"Well, Jean, what are you gonna do?" Warren asked.

Jean paused for a moment, looking at each of her friends in turn, before nodding. "I guess so."

The professor nodded before moving toward the door, Warren, Hank, and Bobby following behind him. Scott stayed behind for just a moment, before turning to Jean with concern in his eyes. For as long as the two had been students at the Xavier School, Scott and Jean had shared a close relationship.

"You and the professor had a longer then usual talk there, Jean. What's up?" he asked, running a hand through his hair as he often did when he was concerned. Jean followed the motion with her yes, blushing slightly as he turned his gaze upward and caught her eye.

"It's nothing, Scott," she responded, not able to hide the tone of her voice. Scott was one of the most perceptive people she knew and he had a talent for reading others, especially those he knew well. She was barely able to keep the concern out of her voice. He would pick up on it instantly.

"Come on Jean, I know you better than that. You can tell me what's going on."

Jean sighed, sitting down and pulling her legs under her as she did when she was nervous. "I'm not like you guys, Scott. I don't have the greatest control of my powers. I could really hurt someone."

"Jean, when was the last time you actually had an accident with your powers? It's been years, right?"

"That doesn't matter Scott. I've been here, separated and safe. What if something happens while I'm at school and I can't control it. A lot of people could be hurt."

"You've just got to trust yourself more, Jean. I mean, look at me. The only thing separating me from total havoc are these glasses," Scott responded with a small smile, tapping the side of his shades with his hand. "Otherwise I would have to keep my eyes closed all the time. At one point, I tried to do that. But the professor helped me. Not only with control, but with the thought that I could live a normal life. You've got to believe that too, Jean. Otherwise, what's the point?"

He smiled again at Jean. That soft, awkward smile that made her heart skip a beat and reassured her all the same.

"One day at a time?" Jean asked, referencing a lesson Professor Xavier instilled in them very early in their lessons.

"One day at a time," echoed Scott.

The students of the school were gathered in the cafeteria, faces plastered as close as they could get to the television that had been wheeled in during the aftermath of Shocker's attack. While the administration was positive that nobody unauthorized had come in since the attack, it would be a while before they felt safe enough to allow the students to leave and go home. The only interruptions to their plan had been the police arriving and retrieving Harry Osborn so that he could go and be with his father and the ambulance taking Flash away.

Liz, sitting next to Eddie Brock, bit her lip in worry as she watched the firefighters do their best to put out the blaze that had once been OsCorp. Though the reporters hadn't mentioned any news on Spider-Man or this Shocker guy being involved, Liz was certain that Peter had been there at the time of the explosion. More so, she felt isolated because she couldn't share her worry with anyone. She knew how close Peter and Eddie were, but she didn't know if Eddie had been trusted with Peter's secret. Judging from the way Eddie constantly turned and attempted to scan the rest of the student body, he was looking for someone. Since Felicity was sitting on his other side and Harry had already left, Liz figured he was looking for Peter.

Part of her was flattered that she seemed to be the only person Peter told about his secret. The other, much more dominant, part was worried sick.

Frankly, Liz had never felt this way before. She'd been worried for her father when he went on trips. She, though she would never admit it out loud, cried for days when her brother went off to college. But this was a new feeling. It was overwhelming.

Liz wasn't exactly the most emotionally capable person she knew. She blamed it on years of suppressing her feelings to climb the social ladder. But she knew enough to know that losing Peter like this would break her.

It was strange to think about how much he began to mean to her in such a short amount of time.

Liz had only experienced major loss once in her life, when her mother died close three years ago.

"And it still hurts," she thought to herself. "I can still see her smile and picture her laugh, even if I can't remember her voice anymore. This is a different kind of pain though."

Liz could feel the tears begin to well in her eyes, but she fought them back. Not just for her own image, but for Peter's secret. As far as anyone else knew, Peter was safe in the cafeteria and she needed to keep it that way.

Blinking the tears away, she turned to the front of the cafeteria where the administration and the teachers were standing in a small semi-circle. After a brief moment, the principal stepped forward and cleared her throat.

"Attention!" she called out in a clear, yet forceful alto. "Before we can send any of you home, we need to make sure everyone is accounted for. Has anyone seen Peter Parker?"

The entire cafeteria was quiet as the students looked at each other.

Eddie, apparently realizing he was right about Peter being missing, turned to Liz with fear covering his usual laid back features. "Liz, have you seen Pete?"

"N-No, I-I ha-haven't," she managed to stutter out. Eddie seemed like he was going to question her again, but he turned away to scan the crowd once more and Liz let out a breath she didn't know she'd been holding in.

The principal waited another minute with nobody raising their hands, before trying once more. "Again, has anyone seen Peter Parker?"

"Um... I'm here," Peter's voice rang out from the entrance to the cafeteria.

Immediately, Liz felt her heart swell with relief and she turned her gaze to her boyfriend who was wearing a shy smile as he awkwardly rubbed the back of his hair.

"Mr. Parker!" the principal boomed as she crossed the floor. "Where have you been?"

"Sorry about that," responded Peter, still scratching the back of his head. "I was in the bathroom when the warning came over the announcements. So, I waited in there until I was sure that the coast was clear to come out and find everyone. I'm sorry for any trouble I caused."

"No," the principal answered. "You did the right thing in not exposing yourself to more danger than necessary."

She turned away from Peter and to the rest of the students. "Now that everyone has been accounted for, you can all go home. Provided, of course, you have a ride and have contracted your parents or guardians."

End of Chapter Twenty-Three

A/N: So, it's been a while. Sorry about that everyone. Just a quick announcement, the next chapter will be the final in the story. So, stay on the look out for that and Spider-Man: Year Two to follow. Thanks again!