Disclaimer: I do not own Marvel Comics/Spider-Man nor My hero academia. This is just something I made for fans of both series, therefore, it is not canon! Please support the original two series this is based on.

'-' Thoughts.

"HA" Screams/All Might's voice/Sound Effects/Super Moves (Ex: Detroit Smash!)

Chapter 2: Origins (½)

Izuku opened the window of his room and sneaked in. After he left the hospital, there were a few petty crimes. Before he could suit up, he remembered dumping his mask after the lenses were damaged and the mask itself was burned. Even so, he made a web-like mask and stopped 7 criminals and saving 4 civilians before heading home. The apartment Izuku and his mother, Inko lived in couldn't be quieter. Izuku removed his suit and saw how damaged it was.

"Man I spent forever making this suit and all it took was 5 months for it to be ruined completely".

Izuku grabbed the suit and threw it in a plastic bag. 'I'll take it out later. Until then,…'

Izuku though as he grabbed the med-kit and went to the bathroom. '…I better take care of my injuries'.

Izuku saw that he had a huge cut at the side of his stomach and grabbed a bottle of Hydrogen Peroxide, a bandage, some tweezers, a sewing needle, and a large string of surgical suture. Izuku took a deep breath and looked at the mirror.

"Come on Izuku, you can do this. Just a few stitches and your healing factor should do the rest". Izuku began breathing rapidly and inserted the needle, letting out a huge groan.

~Aldera Junior High (3 years ago)~

It's been less than a year since Izuku had gotten his powers. He decided to keep them a secret from Bakugo, his classmates, his teachers, doctors, everyone. Yes, this included his mother. Izuku didn't like this idea, but he'd be worried he was gonna freak them out. So he made sure no one found out. Izuku has been distracted by his newfound powers. He was always extremely eager to leave and go home. Some of his classmates thought he was being weirder than usual, but Midoriya was used to it. As the final bell rang Izuku was the first one to get up and grab his things.

"Everyone, have a great rest of the weekend! Except for you, Midoriya. I need to talk to you".

Izuku stopped in his tracks and looked at his teacher. The rest of his classmates left while some left snickering. He was so confused, why did he need to talk?

"What did you need me for, sensei?"

"Izuku, you know that if your grade falls below 59% you will not be able to pass my class, correct."

"Yes, sir. Why?"

"If you haven't noticed, you've failed to finish several assignments".

Izuku's eyes widened. Of course! He's been spending all of his time studying his powers that he completely disregarded school.

"Look Izuku, you're a smart kid. Heck, you're probably one of the most intelligent students this school has seen. But you have responsibilities here. Yeah sure, you may not think that middle school is important but if you want to move forward, you need to start taking your classes seriously".

Izuku simply nodded and grabbed his stuff. Before he left, the teacher gave him a list. It was a list of all the assignments he's missed and their new due dates. He sighed as he was disappointed in himself. It wasn't like him to be so irresponsible, but at the same time, he didn't want to stop using his powers. That's when an idea hit him. He reached for his phone and called his mom.

"Hi, Mom. Sorry I might be a little late today."

"What? Why?"

"The teacher needed to talk to me today. I'm going to go to the public library to study. I hope that's all right."

"Of course it is. But please come home before 8. I don't like the idea of someone hurting you after hours."

"Okay. I love you, bye".

Izuku hanged up and began walking towards an abandoned construction building. He saw an old and ripped up a sign that had a large bolded word. Sadly Izuku could only make out an 'O', 'C', 'H', and another 'O'. Izuku sneaked in and took his backpack off. He looked into his bag and took out a notebook titled 'Project: Arachnid #1'. He also took a school notebook and looked around. 'You have responsibilities here'. Midoriya looked up and started thinking. 'Responsibilities? Why does it feel like I'm the only one who has those? All my life the world has known me as the Quirkless loser, who doesn't have any redeeming qualities whatsoever. Sure I have these powers now, but after everything, that's happened to me... Why do I keep doing this'?

Izuku got up and jumped towards a wall and stuck to it. '... It doesn't matter now. I have to try my best. I don't want to disappoint everybody'. Izuku began climbing the wall and jumped onto a pole and hung upside down. As he did, he shot a web and grabbed his school notebook, a pen, and the list his teacher gave him. 'Let's see what I can do today'.

~Midoriya Household (Present; Morning)~

Izuku slowly opened his eyes and got up. He felt an uneasy feeling on his side, but no pain nor blood. Izuku smiled lightly and went over to grab his phone. He walked into the kitchen shirtless and looked into the fridge. He grabbed some leftover Pizza and microwaved it. Izuku turned on the T.V. while he waited and saw that All Might was all over the news. After a few minutes, Midoriya sat down and turned the Television's volume higher.

"The Number one Hero, All Might. He dashed onto the scene of a crime yesterday evening, after Aldera Junior High student, Katsuki Bakugo was held captive by a villain. Many Pro Heroes also jumped onto the scene and helped put out fires and saved other civilians from harm. Luckily nobody was hurt, except the masked vigilante Spider-Man who seemed to have been injured during his attempt to save the student."

"I did save him!"

"He also seemed to have caused a bit more of collateral damage because of his rescue".

Izuku turned off the T.V. and sighed.

"You know what it doesn't even matter. I saved him. That's all that matters. Even though he won't say it. He's probably grateful to be alive".

Izuku finished his Pizza and went to the bathroom. He turned on the shower and went in. 'Hopefully, the pros can handle crime for today only. I still need to make a new suit and there is no way in hell I'm going back to a ripped Black hoodie and old spider-man mask'.

After finishing his 10-minute long shower, he made it back to his room and changed into a pair of dark red shorts, a green t-shirt, and his famous red sneakers. Before he left he grabbed a blue sleeveless hoodie.

"Today seems like a good day to relax and just walk around the city". Before Izuku closed his door, he saw his first mask on the couch. The mask had two triangle-like lenses, no webbing textures, and bright red spandex material. He stopped wearing the mask after he tried to save some people from a power plant. Something hit his right lense and slightly burned the mask. It was also the first time he took off his mask for the first time during patrol.

'No, no, no. I don't need it. I don't need it'. Izuku closed and locked the door and began walking away… for 3 seconds. He went back and let out a huge groan. "Why do I this to myself"?

~Kiyashi Ward Shopping Mall~

Izuku got off the train and made his way to the mall.

'Let's see. I don't know how much money I have, but it should be enough for some more food, drinks, and some materials for a new suit'.

Izuku's first stop was a fabric store called Spandex World. A/N: Yes, this does exist. Look it up. As Izuku entered, he saw the owner of the store and smiled.

"Hello, Mr. Higashi."

"Izuku, I've already told you. You can call me Akio."

"Right. Sorry, I usually forget most of the time. All the time."

"It's alright. Let me guess, the usual?"

"Um… Yeah. But I think I'm gonna see if a different color catches my eye today."

"Alright, they should be in the back. If you need any help, you'll know where I'll be".

With that, Izuku began walking towards the red and blue fabrics. As he began looking through the different fabrics, He thought of getting a brighter Red and moved to the left. As he did, he bumped into someone and made her drop her materials. "Oh shoot, sorry".

Izuku got on his knee and began picking up the girl's stuff. As he looked up, he saw a blonde girl around his age with a black plastic headband and glasses. She was wearing a green jacket with navy jeans and a black t-shirt. Izuku immediately recognized her. "No way…".

~Aldera Junior High (3 Years Ago)~

"… Gwen Stacy. Izuku Midoriya. Would you two please stay for a second?"

"Yes, sensei".

Izuku nodded and grabbed his neck. He didn't get much sleep last night because he was up all night testing his abilities. Even so, Izuku kept a small smile on his face. "Midoriya, as you know you are currently failing three of your classes. Including mine."

"Yeah, I know."

"While I'm impressed on how much work you were able to submit, its still not enough."

"I'm sorry it's just…"

"Hold that excuse. Lucky for you, I'm giving one final chance. If you can pass the Summative Test that's coming up on Friday with a 97 or above. It will guarantee you a passing grade and you'll finally be caught up."

"A 97?! How will I be able to do that?"

"Simple. You will study. Mrs. Stacy will make sure of that."

"Excuse me, what"?

Gwen looked at Izuku than back at the teacher. Izuku felt really nervous as his teacher paired him up with a cute girl. 'Wait, no! I mean she is, but... stop it Izuku!'

"Look, Mrs. Stacy. I'm going to be completely honest with you. I have no idea what you're doing at our school. Your mind is beyond anything Musutafu has seen. You're the smartest student this school has seen since Otto Octavius."

"He studied here too?"

"Yeah, but that's not important now. What's important is the request I have. Will you please tutor Izuku, so he could be ready for the test this week"?

Izuku felt uneasy about all this. Gwen was one of the most popular girls in his school. He didn't think that she would want to waste any of her time on him. He needed to do this on his own.

"Sure. I think I could help".

Midoriya's eyes widened as he looks at Gwen. It almost seemed like she wanted to help him. "Great! I can't thank you enough. I'll write you two a pass for your next classes".

Izuku didn't know what to say. He left a little too quickly as he was a blushing mess. For the rest of the school day, Izuku focused on his schoolwork. After he was finished, he worked a bit more on his "Project: Arachnid" notebook. Everything he's written down so far was all his powers and their limits. His wall-crawling powers were probably one his favorite. Right behind those were his Superhuman Reflexes, Strength, and Speed. He also loved his organic webbing ability.

He got real lucky with this one since he didn't think he'd be smart or patient enough to create artificial ones from scratch. But all these amazing powers would be overshadowed by his most unique ability.

The Spider-Sense. He loved the name he came up with and how useful it was. Almost any incoming danger his sixth sense picked up, he would be alerted of it. It was like seeing the future.

As Izuku was packing up, he felt a light tap on his shoulder. He looked to the left to see Gwen again. He blushed even harder and tried to talk. "Um… hi... you didn't need to help me, I'm sure I..."

"Do you like Donkatsu?"

"Huh? Um… Yeah, I do."

"Great. Because… If you want to come over…"

Gwen said as she began writing on a piece of paper. "… at 5. We could study at my place. I'm making Donkatsu, but I feel like I'll make more than what I need. I keep forgetting to limit myself".

Izuku grabbed the piece of paper and saw that it was her address. Izuku looked up and saw she was already leaving.

"Sorry, but I'm late for something. I hope to see you there".

As Midoriya stood there, he put on his backpack and then the paper. That's when the sudden realization hit him. 'Wait. I JUST TALKED TO A GIRL! AND SHE INVITED ME TO HER HOUSE'! Izuku's face was bright red and he couldn't stop thinking about that. His head was spinning and he just felt so... happy? Weird.

~Kiyashi Ward Shopping Mall (Present)~

"… Gwen"?

Gwen put down her shopping bags onto a nearby chair and moved a piece of hair to the side. "Izuku? Oh my god".

Gwen ran towards him and gave him a huge hug. Izuku returned the hug as well.

"It's been so long."

"It has. You look great."

"You too. Slightly taller than me. Like what 5'8?"

"8 and a half. I haven't seen you in a while. What are you doing here?"

"Me? I just came to buy a few materials, I'll be in Musutafu for a couple of weeks. My friend from I-Island and I were recently invited to the Stark Expo. Heard of it?"

"Yeah, I have. It's an expo that brings minds together from around the world and combines them to try and develop new things for the future of mankind and the world. I heard that the CEO will try to make it show her ground-breaking Healthcare Technology."

"Yeah, I will be representing I-Island academy with my friend. I could use some extra moral support, so would you like to come?"

"Oh. I don't think I can. I'm really busy and I don't think I could afford it."

"Which is why I'm inviting you as a guest. You wouldn't have to pay for anything, plus you'll have the opportunity to meet some of the most brilliant minds in the world"!

Izuku smiled, picked up Gwen's things, and went to the register. As they were walking, Midoriya noticed the colors Gwen was buying. Red, White, and Black. Izuku also saw that Gwen bought different types of Lenses.

"Wait. What are you doing in a Spandex store?"

"Oh, um… I came to buy some materials for a suit back home. What are you doing here?"

"The same thing. I kind of messed my um… workout clothes. Spandex is the only thing that I can wear comfortably when I train… which reminds me".

Izuku helped Gwen put her stuff on the counter and got his own red and blue spandex materials. Izuku took out his wallet and paid for both Gwen and himself… He immediately regretted it.

'Well, there goes my allowance. Guess I'll have to have Ramen for the rest of the month to survive… that won't give me heart problems'.

As Izuku and Gwen started walking together, she turned and showed a look of worry.

"You okay? You know you didn't have to do that for me."

"I know, but I wanted to. Besides, it's the least I could do after… you know."

Izuku's head went down and Gwen frowned. "Right. So, how is she?"

~Musutafu, Japan (3 years ago)~

Izuku was currently using his powers to make his way to Gwen. It was a stupid idea, but he couldn't help it. It was so much fun! However, when he arrived at Gwen's place, the doorman was having an argument with some of the guests/employees and looked like he was about to snap. Izuku went around them and made his way to the side of the building. Midoriya looked around and made sure no one would notice what he was about to do. He jumped up to the side of the building and quickly made his way up. He stopped to look through a window to see what floor he was on.

'5th floor? No, the address says she's on the 14th floor. I had a bit more to go'.

Izuku ran up the building once more and used his webs to propel himself upwards. Once he reached the 14th floor, he saw that there wasn't an entrance. "Right. Maybe I shouldn't have taken the shortcut".

Izuku began crawling around the building hoping for an open window. Conveniently enough, Izuku found one window open and squeezed himself in. Now that he was in the building, Midoriya began looking for her room number.

"God I hope I didn't do all that for nothing. Okay, Izuku. Think. Why are you here? You're here because you were invited and it would've been rude to say no. This is just a study section... with a really attractive and intelligent girl... Come on, Midoriya. You can do this".

Izuku reached the apartment and began knocking on the door. Izuku made sure he got the right apartment and heard the door unlock.

"Hey, Izuku. Sorry I was finishing something. Come in".

Izuku went inside the apartment to see a view of the city. He noticed U.A. wasn't that far from the view. He saw the school and was completely speechless. He has seen the school many times online and on T.V., but never this close.

"I guess I should've known you would be mesmerized by that. You do research heroes more than you do your schoolwork."

"I don't always… Darn, I do."

"Take a seat, The food should be ready".

Izuku took off his jacket and took a seat across from Gwen. Gwen brought out two small bowls of white rice, A plate of Tonkatsu, and Tonkatsu Sauce. Izuku thanked her for the food and took the first bite. His mouth watered and took another bite.

"This is good! How did you make this?"

"Me?... well, I made the rice, but the first time I tried to make the Tonkatsu… I might have burned it all. So I just ordered some food. Sorry about that."

"Why? It's still good and the Rice is better than most places I visited".

Gwen blushed a bit because of the compliment. The two of them continued to eat in silence until Gwen spoke up.

"So, Why didn't you turn in your assignments?"

"Huh?"

"Don't act dumb. I remember the first time I came here. The teachers saw how smart I was, but you were always close behind. It wasn't until 2 years ago where you started missing school and ditching your school assignments. It has been happening for so long, but I want to know… Why"?

Izuku swallowed hard and tried to think of an excuse. 'Should I tell her? No, bad idea. What should I say? I… I think I know'.

Izuku took a deep breath and sighed. "Before I tell you, can you promise not to laugh at me?"

"I promise."

"Well, I've been spending most of my time training for U.A. I have been missing my homework so I could focus more on my physical training. I know I have less than 2 years until I can take the entrance exam, but If I don't work now, there's no way I could even dream of entering U.A. and becoming a Hero."

"But, you're Quirkless. Aren't you worried?"

"About getting rejected? They're allowing Quirkless kids to attend U.A. now."

"No. I meant aren't you worried… of getting killed"?

The room went silent as Izuku and Gwen stared at each other. Before anyone could speak, Izuku got a call from his mom and answer it.

"Hello?"

"Izuku! Where are you?"

"I'm at a friend's place."

"Katsuki?"

"No, someone else."

"Well, it's time to go home. Please arrive before 9. I don't want to worry."

"Of course".

Izuku hung up and looked at Gwen who seemed uneasy.

"No."

"What?"

"I'm not entirely scared of dying. You're right. If I had a Quirk, I could do so much more, but that doesn't mean I can't do anything. I don't care if I get hurt or worse. As long as I save someone, It doesn't matter what happens to me"!

They both stayed quiet for a few seconds until Izuku got up from his chair and sighed.

"I'm sorry, I shouldn't have yelled at the end. It's just that I've been told I can't be a hero for as long as I can remember. I guess I accidentally put too much thought into it. I should probably go."

"No, no, no. I should be the one who's sorry. I was just taken aback by your answer. I think it's great that your thinking about being a hero. Just be careful. Sure heroes protect us from different types of dangers, but who's there to protect the heroes"?

Izuku smiled and took out his school notebook. "I'll wash the plates. When I'm done we can start studying as you promised".

Izuku gave Gwen a heartwarming smile and she smiled back. "Dish soap is in the bottom cabinet. I'll clear the table."

~Midoriya Household (10:59 PM)~

Izuku left Gwen's place after he saw how tired she was and made his way out. Surprisingly enough, the studying session helped him clear a few things. He was beyond confident that he would be able to pass that test with flying colors. As Izuku arrived at his apartment home, He could hear talking behind the door. He heard three very familiar voices.

"Kacchan and Auntie"?

Izuku opened the door to be met with silence. He saw his mom on the verge of tears, Katsuki in a chair on his phone, and Mitsuki trying to calm down Inko. Izuku hung up his jacket and smiled awkwardly.

"H-hey."

"Told you he was fine."

"Izuku! Where were you"?!

Mitsuki, Katsuki, and Izuku were surprised at the sudden outburst. This was the first time they have ever heard Inko raise her voice. The fact that she was angry at Izuku shocked them even more.

"I was studying at a friend's house. I guess I got caught up. I'm sorry."

"A Friend's house? Last time I checked, Katsuki is the only friend that you seem to have! Where were you?!"

"What do you mean?"

"Don't think I'm stupid. Is this why you're failing your classes? I have heard and seen you sneak away at night. What are you doing?!"

"Mom. I was at a friend's house, I…"

"The hell you were"!

Izuku didn't have an excuse and tried to come up with something. Katsuki looked at both of them and felt kind of bad for Izuku and scared of Inko. Izuku sighed and hoped this would end soon. He didn't think it could get any worse.

"Why are you acting like this? What would your father think"?

He was completely wrong. His eyes widened at the mention of his father and looked at his mother. Mitsuki backed up as she felt a little anxious and bit her lip. Katsuki's eyes widened as he looked at his mom.

"Your father always said, "With great power comes great responsibility". You have the power to use your mind for the best. Your only responsibility was to work hard at school so you could find a good job. A realistic job"!

Izuku's heart sank a little bit. He put his back against the wall and took a deep breath. He let out a chuckle and spoke.

"Yeah, you're right. That's all well and good. So, where is he?"

"What?"

"Where is he? Where's my dad"?

Inko looked back at Mitsuki and they were both shocked. Katsuki got up from his chair and put his phone away.

"So, what? Is this just some sick joke to all of you? Do you have any idea what's it's like to be born Quirkless? Do you have any idea what's it's like to get beaten every day by one simple disability?"

"..."

"And now you don't want to talk about me?! What did he not think it was his responsibility to tell me this himself?!"

"Izuku, Stop!"

"No!"

"How dare you speak to my mom…"

"HOW DARE I?! HOW DARE YOU"!

Izuku felt tears streaming down his face and wiped them off.

"I should've never come here."

"Where are you going Izuku, wait"?!

Izuku ran out of the apartment and slammed the door so hard, it came crashing down in Inko's apartment.

"What the? Did you know he was that strong?"

"No, it was probably the door that gave out! There's no way Deku's that strong."

"Izuku. Izuku! Wait, come back! Mitsuki, help me find him."

"Of course. Let me call Masaru. He might be able to help us".

~Musutafu, Japan~

Izuku felt so lonely. He remembered the conversation with his mom and sighed. He couldn't believe her. He knew she was mad at him, but he didn't understand why did she bring his father into the conversation. Why she needed to tell him to be realistic. It wasn't like he was there in his life anyways. Izuku checked his pockets to see if he had any money for a drink.

Luckily, he had 736 Yen ($6.77 in U.S.) to spend. He jumped off the rooftop he was on and landed in an alley. Making sure no one was around, he made his way to a convenience store and bought a sweetened mango drink. As he left, he saw someone enter the store and took out a gun on the store clerk. All he did was open his drink and left. He didn't have any time to worry about others. Izuku knew that in this world, he could only look out for one person. Himself.

~Musutafu, Japan (Inko's POV)~

She asked everyone she knew to help find Izuku. She wanted to apologize for what happened. As she ran around the city, she kept repeating the same words to herself.

'What was I thinking? What was I thinking? What was I thinking?'

She felt like everything was her fault. She didn't know Izuku had so many hidden emotions. How could she? Her son stopped talking to her after she told him that she was sorry. She told him that he couldn't be a hero. She stopped for a second as she tried to catch her breath. She didn't know where else to look. She was out of breath, out of options, and full of guilt. As she stopped she noticed someone running from the police with a bag of money in his hand. The police fired one shot that caused the thief to stumble and trip.

As he fell, a gun fell out of his jacket and unto the ground. Many people ran from him, but Inko used her Quirk to keep the gun away from the thief. He saw what Inko was doing and freaked out.

"Leave that alone"!

His arm began to flow with electricity and he shot a lighting bolt.

~Musutafu, Japan (Izuku's POV)~

Izuku saw police cars and an ambulance head towards a huge group of people. Izuku got curious to see what was going on. As he made his way to the front of the crowd, his eyes widened, his heart sank, and he felt tears forming in his eyes. The police tried to keep everyone behind the line, but Izuku moved towards the person on the ground.

"Excuse me. You need to stay behind the line."

"No, no, no."

"Stay back! Stay back!"

"That's my mother"!

Izuku won the struggle and took a knee next to an injured Inko. "W-what happened?"

"Someone robbed a convenience store down a few blocks. When we had him cornered, your mom kept the gun away from him. But he used his Quirk on your mother and sent her flying towards that wall. Her head hit the wall a little too hard. I'm sorry, but you're going to need to see her at the hospital. The medics are here".

Izuku couldn't move. He saw his mother motionless, injured, and possibly dead. And he knew one thing.

"This is all my fault".

Author's Note: Please Favorite, Follow, and review to tell what you thought or ask any questions you have. I'll probably answer them in the next chapter.