(A/N: I do not own Spider-Man. That right belongs to Sony).


Darkness. Everywhere as far as the eye could see was pure darkness. Peter was well aware of the memories he had of this place. He didn't quite understand what it was. Possibly an entryway into his subconsciousness as shown by the symbiote. That was how he saw it at least though he could be wrong. All he knew was that this time around he wasn't the only person in here…Eddie. He needed to find Eddie. He needed to find him so he could talk to him, set him free from the symbiote's hold on him before it regained complete control.

However, just as Peter contemplated this, the scene around him changed. Gone was the darkness that practically engulfed him and he was now placed on his bed in the middle of his room at his and his Aunt's house in Forest Hills. Another thing was that he could hardly see a thing. His eyesight from before the spider-bite had come back it looked like. Quickly, it hit him. He was in another flashback, like from before when he had broken free from the symbiote's control.

The alarm clock on his nightstand suddenly started going off. He pressed on the clock, making the dreadful buzzing noise stop and he leaned up from his bed. Seeing a slight glimpse of his old glasses on the nightstand, he picked them up and placed them on his nose and ears. There, that was better. While he did miss many things about his life before he had been bitten by a mutated spider, the constant need for his glasses was not one of them.

Just as soon as he had put on his glasses, the door to his room opened. He had turned his head to see who had opened it. When he saw who it was, his eyes widened and he let his mouth turn into a very wide smile.

It was Uncle Ben in the flesh (At least in a sense), just like last time. Peter didn't even wait for his uncle to open his mouth before he had leaped up from the bed and attacked him, giving him one big hug. The older man went into a small state of shock before smiling lightly and giving his nephew a pat on the back.

"Well now, this is a pleasant surprise" Uncle Ben said, continuing to pat Peter's back, giving a light chuckle. God he loved being able to hear his voice again in person instead of on some old VCR tape. "You haven't hugged me like that since-"

"Since I was 12, Uncle Ben. I know. I…just felt like I should reestablish the tradition" Peter said, refusing to let go of his uncle, savoring every moment he could of this.

Uncle Ben just chuckled at this, not possibly knowing what could've gotten into his nephew. "Well I'm glad to hear it but come on now. It's your first day of your sophomore year. Eddie's going to be on his way to walk you over to school soon. We barely have enough time for breakfast"

Peter remembered this conversation all too well. As his uncle had said, this was his first day of Sophomore year. As such, he remembered all the things that had happened that day. The good…and the bad.

Suddenly, Peter was whisked away from both his room and his uncle. The next thing he knew, he was sitting in front of an empty plate with the only remains being some bacon grease and a couple of scraps of scrambled eggs at the Parker household family table which had been occupied by Peter, his uncle and his Aunt May. At the time, May began to stand up and started to collect the dirty dishes that were around the table.

"Now that's what I call a nice family breakfast" Ben said before letting out a loud belch.

"Have I ever told you how you managed to keep your charm all these years, Ben?" May said while letting out a little giggle.

"Hey, you know my appetite is one of the things you've always loved about me" Ben retorted in faux offense, causing laughter to go all around the house.

As Peter stopped laughing, he looked between his uncle and his aunt and almost let out a tear. Swarms of memories he had in this household with these two filled his head instantly. Whether they were happy, sad, it didn't matter. They were all good memories because they had all been together. He wished this could never end…but even he understood this wasn't forever.

"Ding dong"

The sound of the doorbell caused Ben to get up from his chair at the table and head towards the front door. He opened and lo and behold, there stood the 6'3 Midtown High football quarterback dressed in his letterman jacket. The blonde college student's mouth went wide as he looked at the older man.

"B…Ben?" Eddie let out, stunned. Peter instantly understood that Eddie had no clue what was happening. This was clearly the first time he had experienced flashbacks caused by the symbiote at this level.

"Hey there, Ed! Good to see you, senior man. Come on in!" Ben said, gesturing for Peter's ex-best friend and brother figure to come inside. Eddie hesitated but eventually he did as Ben said and came inside. He looked inside the house and saw Peter. Seeing him in his glasses, still scrawny and wearing his white button shirt and pocket protector seemed to confuse him even more.

"So Eddie, I heard you made quarterback this year at Midtown. You may not believe it but I played a little football myself in high school. Tell me something, how does it feel?" Ben said as he led Eddie down to the table.

Eddie looked like he was about to short circuit. "Uh…well….I…"

"I understand, son. You're stunned. Happened to me when I made quarterback in high school myself" Ben said, a little too proud of himself.

"You know full well you didn't play quarterback in high school, Ben. You were a linebacker" May giggled from inside the kitchen.

"Ah, come on, May. Can't you let me have this one thing?" Ben playfully scolded his wife as the both of them laughed. Peter would have joined in if it were not for Eddie's incredulous look.

Before any further questions could be asked by Eddie (There were several), Uncle Ben started to rush them both out the door, insisting that two 'big time high schoolers' shouldn't be late for their first day back from summer break.

However, before Ben could close the door, Peter got in one last hug, knowing this could very well be the last interaction he would ever have with his uncle.

"Well, what's gotten into you today?" Ben asked, his amusement suddenly turning into a hint of worry. "First upstairs now here. Should I be worried about you? Anything been going on lately?"

If only he knew, Peter thought, no longer being able to hold back a few tears from rolling down his eyes. "It's nothing…I…I just really love you, uncle Ben. I just wanted to say…thanks for being there for me all these years…thanks for being like my second dad"

This interaction didn't exactly ease Ben's worries from what it looked like. He frowned and gave a look of concern towards Peter. He put a hand on his shoulder.

"Uh…yeah, Pete. O…of course. You're my nephew and I love you…did you want to talk later today when you get home from school? We can talk about anything that's going through your mind" Ben assured his nephew, giving a light smile.

Peter knew this conversation would never happen. However, that didn't stop him from agreeing, nodding his head along with what his uncle was saying.

"Ok…good…now go along. No doubt Harry and Gwen are waiting for the both of you. Have a nice day, boys. I'm expecting details from the both of you" Ben finally said, giving Peter's shoulder a final pat before closing the door. Peter could see one final glimpse of worry on his face before he finally closed the door.

Peter couldn't say much afterwards. He just placed his hand on the door and smiled. After a moment, his smile turned into a frown and more tears began to fall down his face. Though he would have liked to stay there for a little longer, he knew he had things to do here. He stood up straight, wiped his face and turned around to face Eddie who still seemed frozen as to what was even happening.

"I…what…I don't even…what the hell is going on here?" Eddie said, demanding answers from his former best friend.

Peter shushed him, putting his index finger to his lips before looking back towards the Parker household door to make sure no one heard. He looked back at Eddie and began to speak.

"Eddie…we need to start walking towards Midtown. We need to carry on this day like we did on our first day back at Midtown two years ago" Peter quickly explained to the former jock.

"Pete…I…I don't…I need answers now. Where the hell are we? Why am I in my old Midtown letterman jacket? Why are people talking to me like I'm a high school senior when I graduated over a year ago? Why did I wake up this morning in my old room at the Catholic orphanage? How…how is Ben…?" Eddie asked question after question. He was beyond confused. He didn't know what to say or think at this point. His brain was about to explode.

"I know it's confusing but you have to listen. None of this is happening in real life. This…it's hard to explain, we're in some sort of flashback that the symbiote is showing us or at least is going on through the symbiote. I went through the same thing when I first separated from it. We need to stick together if we're going to do it again" Peter said, pleading with the person he had once considered his older brother figure.

Eddie suddenly stopped in his tracks, looking cautiously at Peter. The older man's halt caused Peter to stop too, looking at Eddie confusedly, wondering what was up. The cautious look on the blonde's face suddenly turned into a glare.

"Work together? Pete…nothing's changed between us. The symbiote is off its rocker, I know that now and I want out…but honestly, you're still some selfish ass who doesn't care about anyone but himself. I don't need your help and I don't want your help" Eddie said, completely dismissing Peter as a whole. He pushed aside Peter and started walking away.

"Wait, Eddie! This isn't about me, this is about you! The symbiote wants you to be like this, that way it can keep control over you. You need to calm yourself and think only positive thoughts" Peter said, running beside Eddie. As he didn't have his super strength at this point in time, keeping up with the over 6 foot football jock was more difficult than he anticipated.

Eddie just scoffed, not slowing down as he did so. "Positive thoughts. Oh ok. It's that simple, huh? Well by all means let's see what I have to be positive about then. My childhood friend betrayed my trust, my bosses fired me from my job even after all the work I did for them, I had to find out through some alien lifeform that my best friend was keeping the biggest secret in modern history from me, I was sent to the looney bin for almost a year and if that wasn't enough, I'm still seen as some crazy person all throughout the city because a symbiote had manipulated my thoughts and emotions for months. I'm just living the dream"

"Eddie, I know-" Peter said before he was shoved away by Eddie.

"Save it. Like I said, I don't need nor want your help, hero. I'll find my own way out" Eddie said. At that moment, he started walking away from the path towards Midtown High and started going completely in another direction.

"Eddie, where are you going?" Peter asked, confused and worried. If Eddie didn't calm down, they would end up right where they started from about 20 minutes ago.

"I'm going to find my own way out of here. I don't need your lying ass to get my old life back" Eddie angrily shouted as he went across the street.

Peter sighed as he rubbed his forehead, closed his eyes and just shook his head. This was going to be harder than he had originally thought. Apparently, him realizing the symbiote was manipulating him had no effect on his feelings for him.

When he opened his eyes, both him and Eddie stood in front of the gates of Midtown High, this flashback was moving forward fast it seemed. Eddie just stood and stared between the entrance of his old high school and his former friend. He gave a light sigh of frustration.

"We're gonna have to see this to the end, aren't we?" Eddie asked, completely deadpanned.

"I'm afraid so" Peter said, nodding, giving a similar look to the blonde.

Eddie closed his eyes and shook his head. "Alright, fine. God, I can't believe I'm back here. I thought I was done with this hellhole when I graduated"

"It's not exactly my happy place either. Plus, what are you complaining about? You were the star quarterback in your senior year" Peter retorted.

"Oh, please. I had fake friends in my grade, girls that were more interested in my muscles than me hanging onto me every second of the day, teachers that passed me because I was on the football team and didn't care whether or not I was even learning. Hell, the only thing that was even good about my last 2 years were-" Eddie said, explaining himself before he was interrupted by a certain someone the both of them knew well.

"Peter! Eddie! Over here" A feminine voice exclaimed to the pair of them.

They looked towards the fountain in the middle of the school courtyard and saw 2 figures. One of them was Harry Osborn, dressed in his usual sweater vest with his red hair closely emulating his stripey haired father. The only thing unusual about the whole deal was he was actually smiling at Peter. They were actually friends at this time. It had been so long, Peter actually forgot what a genuine smile from him looked like. The other was Gwen Stacy who was in her pre makeover phase and still wearing her glasses, orange jacket and sweatpants. She looked to the both of them in excitement as she waved the both of them over.

Relief went all through Eddie's body. Thank god there was actually someone here he could actually stand. He practically pushed Peter aside, went up to Gwen and gave her a big hug, actually lifting her up off the ground as he did so.

"Oh wow, this is different" Gwen said, a bit confused but with a good natured laugh as Eddie held him almost 2 feet off the ground.

"Yeah, Eddie. What's the deal? We all hung out just yesterday" Harry said with a raised eyebrow and a small hint of jealousy in his eye.

When Eddie finally realized what he was doing, he put Gwen and chuckled with a hint of embarrassment. He could hear Peter lightly chuckle behind him, causing the older man to turn around and give him a quick glare. He didn't know what came over him. He had guessed it was because he had been out of control of his body for so long, he was just thankful to see any resemblance of a familiar, friendly face.

"Sorry, I…I'm just happy to see you guys. I'm glad you're here. It makes coming to this school more bearable" Eddie said, finally beginning to adjust to the fact he was in a flashback (Though he was still not sure on the scientifics of this whole thing).

"Same to you. God, I really don't want to go in there. I can just see Flash and his goons waiting for us by the front door, dying to shove me in a locker" Harry said, shuddering.

"Ah, well. Don't worry about them, I'll deal with them…I'm quarterback and team captain of the football team, remember? He doesn't want to get in any trouble with me now that he made the team" Eddie said in reassurance. The blonde was conflicted about being nice to Harry since he later ends up to be a narcissistic, manipulative psychopath…but considering this was before that time, he figured he would treat him like the Harry he once knew.

Harry gave a big sigh in relief to hearing this bit of news. "Oh yeah. I almost forgot. God, I wish I was on the team like you, Eddie. Maybe I'd finally get some respect…and maybe my dad would finally be proud of me for once"

The not so subtle whisper at the end of his statement was caught by everyone, even Peter who was now walking up to the group.

Gwen looked in sympathy to Harry and then placed a hand on his shoulder. "Don't worry, Harry. I have a feeling you'll do just fine this year. You'll get your grades up and your dad will be proud of you. I just know it"

Harry looked at the hand and then the blonde girl, giving a smile in response. Peter saw the look Harry was giving Gwen and raised an eyebrow. It wasn't the sort of look you would give to a friend so he had to wonder how long exactly Harry was harboring his feelings towards their mutual best friend.

"Well, come on, gang. I think we wasted enough time chattering. We can't keep our Shangri La waiting" Gwen said, giving a small smile while rolling her eyes, her hand leaving Harry's shoulder and beginning to clutch at her school textbooks.

The blonde girl led her 3 male friends from the courtyard into the school. To the 3 of them, it was just a regular day but for Eddie, it had been like he had stepped through a time machine. It was all coming back to him, almost like he had never left. The lockers, the teachers passing by, the teenage chatter about upcoming dates, school games and homework. While he never was a nostalgic person, he didn't think, this did manage to bring a smile onto his face.

"Alright. First things first. Our lockers. You guys do remember where your lockers are this year, right?" Gwen asked the boys, almost as if she were like the mother of the group.

"Uh…I think so" Peter said, vaguely recalling his locker from his sophomore year.

"Same here…maybe" Eddie said, rubbing the back of his head. He didn't even remember his school schedule. How the hell was he supposed to remember his locker number?

Gwen just rolled her eyes with a light smile. "I'm sure you guys can manage to find them. Now hurry up and let's get to first period before they show up"

The emphasis she put on the word they wasn't lost on anyone in the group and they all knew exactly who she meant. At that moment, it all began to come back to Peter about this day. His first day of Sophomore year was not pleasant. It actually established a devastating pattern that would make that year the worst of his high school life.

Peter just looked up at Eddie who just looked down at him with just a small glare. The brunette didn't know what to do or what purpose this flashback even served. He knew what was supposed to happen but there was no chance it would happen the way it did that day with Eddie still mad at him like this.

After a moment of considering his very few options, he found no optimal one and just sighed in defeat. He might as well get this over with and hopefully, this flashback would be over soon. He started walking towards his locker. The other members of the group just looked at him in confusion.

"Hey, where are you going? I thought you wanted to stick together on this" Eddie said with a raised eyebrow towards the younger teen.

Peter turned around to face him with a defeated expression on his face. He then began to open his mouth.

"I mean honestly, what's the point? You hate me and don't want anything to do with me so what's the use in trying to pretend the both of us can even do this? I'll just go my own way and this whole thing will be over soon" Peter simply said, rationalizing his actions before turning around and beginning to head back towards his locker.

Gwen and Harry gave each other a confused look before turning their heads back to Peter walking away from him.

"Geez, did someone wake up on the wrong side of the bed or what?" Harry simply asked, clearly having no idea what's going on.

"Eddie, what's he talking about with you apparently hating him?" Gwen asked on the verge of giving Eddie 'The Look'.

Eddie gave a shudder. Even as a senior quarterback, he was never immune to the powerful look Gwen gave. "It's…well…me and Peter haven't really been getting along as of recently"

Gwen blinked at hearing this. "Oooookaaaaay….you mind telling me why you're not getting along?"

Eddie just stood down at the ground at his hand me down shoes he remembered from the orphanage and simply gave a shrug, giving a clear indication he didn't really want to talk about it. Gwen caught on and just rolled her eyes.

"Alright, fine. Don't tell me but let me tell you something: I've known you both since me, Harry and Peter were all in the 7th grade and in those 3 years, it's not even half the time you and Peter have known and cared for each other. You're practically brothers, Eddie. Whatever you're fighting about you can talk things through like brothers should" Gwen explained to the older teenager (He was a teen at the time at least).

"It's not really as simple as that, Gwen. He…he just did some pretty unforgivable things and I don't really think a simple talk can fix everything that's between us" Eddie said in response to the younger blonde's lecture.

"Why? Eddie, fighting in family comes with the turf of being in a family. Sooner or later, there's going to come a time in which the both of you feel intense anger towards one another. That doesn't stop the both of you from caring and loving each other. The fact that you're practically brothers intensifies that by at least 5 times" Gwen continued to explain, adding in a giggle at the end.

Eddie simply scoffed. "I've been beginning to think lately Peter probably doesn't care about anyone but himself, let alone me. I don't really know if he's worth the effort"

"Now come on, Eddie, you know that's not true. Look, I'll level with you. Peter does things he shouldn't do all the time. He's a hormonal teenage boy. They do lots of things wrong and think about themselves a lot of times. You should know as you were one of them if I remember right. I guarantee to you though, Peter would give everything in his power to make sure that you know that he will always love you and that he will always be there for you, even in times where you feel you don't even want him to be. Because guess what? That's what brothers do for each other? Isn't that right, Harry?" Gwen asked, turning her head towards the redhead who just snapped out of his daze from listening to Gwen talk a lot and just nodded.

"Uh, yeah, yeah! Right! Whatever you say, Gwen!" Harry said, nodding his head, giving the obvious impression he had no clue what she was talking about. Gwen just snorted and gave a light chuckle in response.

"My point is, Eddie: You're stuck with one another and you should really learn to accept it because you both love each other and deep down, you know I'm right ... .so go talk to him. Clear the air between the both of you. Please?" Gwen asked, giving a bit of a plea as she stared up at him with big puppy dog eyes.

Eddie scoffed while letting out a little laugh. If there was any other look that could rival with Gwen's famous look, it was her puppy dog look. He then let out a sigh, looking between Gwen and Peter who was still heading down towards his locker. And from the corner of his eye, he could see a certain group of people that weren't exactly kind to him all throughout Peter's sophomore year.

Peter managed to get to his locker and started to get stuff ready. He didn't exactly know how long this flashback was going to last, exactly but he was just hoping it would be over soon, especially before-

"Hey there, Puny Parker. I notice you're not hiding behind Brock's back today like usual" A sly, snide voice said right behind him.

Peter closed his eyes and mentally groaned. He hadn't even gotten his locker open before the voice of the one and only Flash Thompson decided to come crawling at him.

He turned around and there was Flash Thompson, Kenny Kong and Rand Thompson right in front of him. They were all wearing Midtown letterman jackets as all 3 of them had made the football team at summer tryouts before school started that year. If Peter turned his head to the side, he would see both Sally Avril and Liz Allan snickering at Peter's misfortune. To the future girlfriend of Peter Parker's credit, she didn't exactly look 100% about Flash looking to gain up on him.

"I can't believe you had the nerve to even show up here after all the time you spent last year saying I wouldn't make the school football team. Well guess what I'm wearing, you little rat?" Flash said, taking one of the pens out of Peter's pocket protector and throwing towards his face.

"Look Flash, I'm just trying to get to class right now so please bug off and leave me alone" Peter said to the new school football player before turning back around towards his locker. However, he couldn't even turn around before Flash managed to grab him by the front of his shirt and moved him closer towards him, getting into his face.

"Oh no, you little punk. You're always looking down at me. You always have. Honestly, I don't give a crap if you're some geek and all. There are plenty of cool geeks out there like Tony Stark but you? You're just some stuck up, pompous egghead that thinks he's so above it all. Well why don't we give a reminder of who's going to be running this school for the next few years" Flash said, his grip on his shirt tightening as he seemed to be getting angrier the more he spoke.

Peter said nothing to this, just looked at Flash. Sure, he was scared but he was so used to this, he looked towards Flash with eyes of acceptance of what was about to happen. Flash took notice of this and his glare only deepened.

"Not that scared, huh? Well let's see how you feel when you're face deep in the school toilet" Flash said and then proceeded to drag Peter away towards the hallway bathroom.

"Hey, Flash uh…you know we got better things to do than pick on Parker. Let's just get to class, man" Rand said, beginning to get worried. He didn't exactly look comfortable about this. He didn't really want to begin his sophomore year establishing himself as some stereotypical jock/bully and god forbid his dad found out he was picking on someone today…

"Shut up, Rand. This little punk's gotta learn a lesson" Flash said, his stride not stopping. However, right in the middle of his track, he felt a large hand grab onto his arm. Turning his head, he saw one Eddie Brock, who gave him a deep glare of his own.

"Maybe he's not the only one that needs a lesson, Flash" Eddie said, his eyes giving an almost terrifying radiance as the older jock stared down at him.