Peter was staring at his nose in the mirror, fruitlessly examining it for any external injuries that might have been the cause of his nosebleeds from the day.

"What on earth is happening" Peter said quietly to himself, trying to think of an explanation on the cause of his frequent nosebleeds.

Though he has an idea what probably caused the second one, he just doesn't want to admit to himself about having perverted dreams about a girl he just literally met hours earlier.

Defiantly patrolling tonight Peter thought as he made his way out of the bathroom and back into his room to get ready.

His phone then started to go off, as he pulled his suit from its usual hiding place.

Peter looked relieved when he saw MJ's name appear on screen, he quickly answered the phone and put it on speaker.

"Hey loser how's it going"

"Good, how's your vacation going" Peter asked as he started suiting up.

"Well besides my parents constant bickering, its going peachy"

Peter cringed

"So, the extra vacation time, isn't helping any"

He could already see MJ shrugging her shoulders and rolling her eyes.

"They just need to get divorce already if you ask me, it feels obvious to everyone but them. I mean I know part of it is because of me, but I'm not a little kid. It's not like the worst thing in the world to have two divorced parents, and considering the state of the world I'm lucky if that is the worst thing to have ever happen to me"

"Exactly" Peter said as he finished putting on his suit, except for the mask which was still lying on his bed.

"So, how was the first day back" MJ asked.

Peter quickly took the phone from his stand, and took it off speaker.

"Not much, you know the usual welcome back from winter break and reviews for midterms. Except there was a new girl who transferred in from Connecticut"

From the other end of the line, MJ, who was lying on her bed, sat up a little intrigued by how much Peter's tone changed when he mentioned a new girl
"What's her name" she asked suspiciously.

"Anya Soria, I think you guys will like each other once you get back into town."

"What makes you think that"

"Well for starters, you should have seen the way she humiliated Flash in front of the whole cafeteria. Flash had tears in his eyes."

MJ let out a small hmph and said "Well it isn't that hard to humiliate him, he makes it almost too easy. Only reason most people don't is because of his rich parents."

"I know, and she told Ned and me that she didn't want people assuming she was a Typical American High School Bitch. She's pretty amazing, and really beautiful as well, I mean you wouldn't expect a girl like her to stick up for the little guys like Ned and me."

MJ raised her eyebrows "Sounds like you got a crush on the girl"

Peter of course got flustered when MJ said that, and started to pace a bit.

"No, it's just that-"he started to say, but then he heard commotion coming from MJ's end.

"Look I got to go, my mother wants to go clothes shopping. I'll text you later ok"

"Alright, talk to you later" Peter said, as he heard MJ quickly hanging up on her end.

Peter sighed and ran his hand through his hair, even just talking about Anya was making him feel weird. He undeniably likes MJ, no doubt about that, but he wasn't sure what he was feeling for Anya.

Peter looked down at his bed, and just stared at his mask before he quickly snatched it and put it over his head before jumping out of his window.

(Lower Manhattan, New York)

Located on 54 Pearl Street, at the corner of Broad Street in the financial District of Lower Manhattan, is where the famous Fraunces Tavern sits. It is best known as the lodge where George Washington famously bid farewell to his troops in 1783, once the last of the British troops had left New York. Despite, all the reconstructions and bombings through out its history, it continues to stand as one of New York's longest standing restaurant and museum.

It is where, a black Kia Sudan parks right in front of, cutting off another car that was about to park there. The driver who appeared to be in his mid-30's, quickly looked into his rearview to show Anya Soria sitting in the back, putting on some make up.

"Are you sure you do not want me to wait for you Miss Soria"

Anya quickly closed her make up case and shoved it into her purse, as she pressed forward between the driver and passengers' seats.

"That will not be necessary Harry, after my business is done here, I have some other matters in the area I need to take care of. Just keep an eye on things elsewhere, I'll be in contact throughout the night."

Harry just nodded in confirmation, as Anya quickly got out of the car.

She made her way towards the restaurant, as Harry quickly drove away.

As she entered the building, one of the receptionists, quickly took notice of her.

"I'm sorry miss, but we're closed early for the evening."

Without missing a beat, Anya quickly took out her phone and showed it off.

"As you can see here, I have an appointment with the owner of this establishment"

The older blonde receptionist looked at the phone quite flabbergasted, before she quickly excused herself.

Not even 5 minutes later, she returned with who she presumed was the owner of the establishment. He appeared in his late 40's, with short brown hair that seemed to be rescinding in places, wearing a plaid shirt and dress pants.

"You must be Anya Soria; the name is Stephen Travers. It's a pleasure to meet you" he said extending his hand towards her.

Anya took his hand and shook it.

"No, the pleasure is all mine sir."

Mr. Travers opened the door and signaled for Anya to go first "Please step into my office, so we can chat."

Anya walked into his office, which was filled with numerous paintings and books about history.

Mr. Travers closed the door as he made his way to his desk.

"I must say I was surprised, when one of my colleagues informed me about an interested party wanting to purchase one of my vintage pictures, usually we get requests for the more public portraits we hang within out museum portion."

Anya gave a small smile as she leaned forward and said "Well I'm a bit of a history buff myself, but my interest lies more with World War 2 vintage items. I've heard from reliable sources, you have a picture that I'm interested in purchasing, one involving Captain America, pre-serum."

Mr. Travers sat back in his chair looking perplexed.

"I'm not sure what picture you are talking about, neither I nor the tavern own a picture of Steve Rogers."

Anya just smirked "You know exactly what I'm talking about, the picture was taken right here in this very restaurant in the winter of 1942, shortly before he was given the serum. I believe it was even hung up proudly in the dining area for decades after World War 2"

Mr. Travers started to pull on his shirt, looking quite nervous.

"I appreciate the interest in my collection, but I'm afraid I have nothing to sell you. If you please leave this establishment."

However, Anya did not at all budge from her chair, instead she just leaned backed with her arms crossed.

"I was hoping we could do this civilly Mr. Travers, but it's no matter to me. I always get what I want."

Mr. Travers expression suddenly turned to one of fear, when he saw Anya's eyes turn into pure black.

(Queens, New York)

Peter swung up to a random rooftop, after stopping another random robbery.

"Hey Karen, what's the time"

It is currently 10:30pm, Peter. You have 1 hour and 30 minutes until curfew.

"Thanks Karen, probably going to head in early tonight. Besides the couple robberies, it's been a pretty quiet night"

Peter couldn't really remember, the last time, he had a night like this. It was a nice welcome surprise.

Suddenly Peter felt a sudden chill throughout his body, which took him by surprise.

When his Spidey senses normally would go off, it's usually the base of his neck that tells him of impending danger, and the suit is designed with a heater to keep out the cold, so it couldn't be either of those things.

Peter…

"Karen is that you" Peter asked the AI, looking confused because either Mr. Stark had put in a voice changer for Karen that he wasn't aware, or there was someone else on the rooftop with him.

Peter…

Again, the voice called out to him, and Peter instinctively turned around and his eyes widened by what he saw.

A woman who appeared to be in her late 20's to early 30's stood there right in front of them. She had red hair that went past her shoulders, she wore a red trench coat with boots to match. To Peter though the most distinguished part of her whole entire, was the red sunglasses she wore over her eyes.

"Who are you" Peter asked, not sure whether she is foe or an ally.

The Metamorphosis has begun.

Before Peter could question her further, suddenly a bright light suddenly engulfed his eyes and all sorts of images were appearing in his mind.

One image appeared of him out of his suit jumping from building to building and looking back smiling, another one of him having a tight hold on Mr. Stark's wrist, who appeared kneeling on the ground in pain, one of MJ slapping him, and finally one of a giant Web that was sparkling.

Suddenly his vision came back, but this time he found himself in the middle of the alleyway.

What's going on Peter wondered, feeling his heart racing over what is happening.

Suddenly further down in the alleyway, Peter noticed someone lying face back to him.

Peter slowly made his way down the alleyway, unsure of what he was about to find.

"Hey, you alright"

-Heartrate is over 176

The closer he got; Peter could make out that the person was wearing an all-black ensemble.

Ca-ll-ing Mr. Stark

Peter crotched down, and flipped the person over to their back.

Peter stared down at shock and terror, to see it was his own face staring back at him, except his face was completely lifeless and blank.

"Kid, you alright"

He then felt a hand on his shoulder, which startled Peter, causing him to turn around and push the offender away.

What Peter wasn't expecting however, was seeing Iron Man being sent flying and almost being sent over the roof.

Wait Roof?

Peter looked around and realized he was no longer in the alleyway, but back on the rooftop. The woman he saw previously, was no longer there, if she was even there at all.

He could faintly hear Mr. Stark groaning from the unexpected assault.

Peter quickly took his mask off and sprinted towards his mentor.

"Oh man, I'm so sorry Mr. Stark, I didn't even hear you coming"

Peter eyes widened when he saw he put more force into the push than he thought, because Mr. Stark's suit had a giant dent in it.

"Obviously, Karen was warning you about your heartrate reaching an absurd high number, and when you didn't respond to her, she called me. And what do I find when I get here, you just standing there and staring into space."

Peter swallowed nervously, he could tell Mr. Stark was already annoyed with him for having to come out so late, and he really didn't want Mr. Stark to think anymore less of him than he already does.

"Sorry, Mr. Stark, I've just had an off day is all, I thought patrolling was going to help get my mind off things. I was already heading home before you got here, so I'll uh just be going now"

Peter quickly turned away and was about to shoot out a web, until Mr. Stark grabbed one of his hands.

"Uh-uh, Underoos. I think you need to go to Med-bay to get a quick check up."

Peter shook his head "Mr. Stark that's unec-"

Mr. Stark just put up a hand to get Peter to stop talking

"Not up for discussion, I'm sure you know this but a 176 heartrate goes beyond the danger zone, I want Bruce to see what's up with that, and besides I'm not sure if you've checked out a mirror lately, but your as pale as a ghost"

Peter could feel himself relenting after seeing Mr. Stark express his concern about him.

"Alright fine, but can you uh text Aunt May and let her know I might be home a bit late"

Tony just waved his hand "Already taken care of kid, actually told her you would stay at the tower tonight as I needed your help with a project."

"Let's get going kid" Tony said as his repulsors came on and he started flying back to the tower.

Peter quickly put his mask back on, before taking one last look behind him. He then shot his web going right after Mr. Stark.

Author's Note

Alright guys, here's the new chapter for the month. I'm really excited about this one, and had a lot of fun with writing it. I was even able to get Tony in there at the end. For those of you are familiar with the Spider man comics, should know who I was describing later in the chapter, but for those who aren't, can't wait for you to find out. Next chapter we'll get a bit of the Avengers, so stay tuned.