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


Peter walked into Midtown High. He hadn't seen Liz or Felicia anywhere or Gwen or Mary-Jane for that matter. He figured they probably had their own things to worry about.

Liz was probably still freaking out about possibly having some form of her brother's powers, Felicia probably had to prepare an assignment and Gwen and Mary-Jane were probably doing….girl things. He really needed to get used to his clique now consisting only of girls though as a teenage boy, he felt that may not be the hardest thing in the world to do.

Peter stuffed his books into his locker and got ready for the first few periods. Things were pretty quiet considering until…

"Yo, Parker!" A familiar and kind of unwelcome voice called out.

Peter groaned and turned to see the one and only Flash Thompson walking towards him.

"Look, Flash, I'm not in the mood for you today. Just leave me alone" Peter said, clearly annoyed. He attempted to walk by Midtown's star jock before Flash grabbed his shoulder .

"Hey! Don't just walk away from me. Just listen for once, will ya?" Flash asked as he gave Peter a mean look as he always did but gave a voice of reason. Something he rarely heard from the blonde jock.

This caused Peter to stop in his tracks and turn towards him.

"...Alright then" Peter said with a neutral face.

"Listen, I just wanted to say...I'm sorry for the way Sally was pickin' on you yesterday. That wasn't cool" Flash said, his face and voice starting to grow a tad bit apologetic.

Peter blinked. He had to clear out a bit of wax from his ear to make sure he heard right. Flash Thompson, the one who had bullied him for years, shoved him in his locker all throughout sophomore year, made fun of him and took any opportunity to make him look bad….was apologizing?

"Uh...I'm sorry...what did you say?" Peter asked, raising an eyebrow.

"I said I'm sorry about Sally. And...you know, for how I've been treatin' you for the last few years" Flash said, his face getting more mellow as he said this.

Peter just stood there, repeatedly blinking and his mouth slightly agape.

"What? Is it so hard to believe I can say sorry?" Flash said, defensively.

"Uh….kinda, yeah" Peter said bluntly.

Flash just sighed. "Look, Parker...I've been doin' a lot of thinkin' over the summer"

"You? Think? Usually those two don't really mix" Peter said, slightly quipping.

"Shut it. Anyway...last year was...pretty humblin' to say the least. As a matter of fact, one of the only good things to come out of last year for me was Sha Shan and hell, even then she still kicks my ass from time to time" Flash said, rubbing the back of his head.

Peter chuckled. "I knew I always liked her"

Flash just gave a mini glare to the boy in question.

"Yeah...anyway...I made pretty dumb decisions. I broke up with Liz because I thought I had a shot with Mary-Jane but she was just a tease. She never was interested in me the way I thought she was. Then my accident at the football game pretty much killed my chance of playing college football and going pro and just when I thought I could get Liz back, she rejected me...she wanted you. She chose you, a geek who spent Sophomore year in his locker over me, the hero of Midtown who won us the State Championship...before we got disqualified that is" Flash explained, listing off his misfortunes of Junior year.

"As much fun as hearing you list off all the terrible things that happened to you last year, what's exactly your point?" Peter asked, raising an eyebrow.

"My point is you're not really as much of a loser as I thought and maybe I need to look in the mirror more often when I spout that out to people...I mean look at you. Last year, you managed to get Mary-Jane to go with you to the Fall Formal, you creamed King Kong at Football tryouts, you went out with Liz to the Coney Island carnival even though she was still going out with me at the time, you got Gwen and Liz, two smokin' hot babes to like you and even though you two had a pretty bad break up, you walked into school with Liz wrapped around you again. Hell, I think I even saw the hot new teaching assistant shoot glances at you once or twice" Flash explained.

His last statement caused Peter to stiffen slightly as he slightly sweated at the back of his neck.

"Seriously, what the hell happened to you, Parker? First, you were a geek that girls except Stacy stayed 100 feet away from and now you're practically a babe magnet. Was it losing the dorky glasses?" Flash asked, incredulously.

"Well...in a manner of speaking...and among other things" Peter said, rubbing the back of his head.

"Well either way...I don't really want to go through Senior year with us constantly goin' at each other...and quite frankly, I don't see the point. Besides, you helped me out a lot with Sha Shan so it's the least I can for ya'. So...what do you say, Parker? Truce?" Flash asked, holding his hand out.

Peter just looked at it. He almost pinched himself to make sure this wasn't a dream. When he was sure (Or about 98% sure anyway), he slowly held his hand up and took Flash's arm. They then slowly shook hands with Flash smirking down at him.

When they parted hands, Peter could see all the members of the In-Crowd (Except Sally).

"Hey, Peter" Sha-Shan said as she wrapped her arm around Flash.

"Hi, Sha-Shan" Peter smiled towards Flash's girlfriend.

"Hi Peter, we all wanted to say how sorry we are about Sally yesterday" Glory said, giving a sympathetic look to Peter.

"Yeah, that was messed up" Kenny said, nodding alongside his girlfriend (Who had an effect on his attitude towards Peter right now).

Peter shrugged. "It's no skin off my back"

"We've spoken with her and we all agreed that as long as she keeps on with this attitude she has, we're not really interested in being around her" Sha-Shan explained.

"Yeah. I even told her I need a break from her until she takes some time to grow up like Liz suggested she'd do" Rand added onto it.

"Yeah, so….if you ever need some friends to chat with or hang out with, you've got our back" Glory said, smiling at Peter.

This statement caused Peter to chuckle. "You sure you want to be seen around Midtown's biggest nerd?"

"Well...:" Kenny whispered before Glory elbowed him and glared at him.

"It's whatever, man. Besides, we're kinda going out of style, especially after Osborn's little stunt last year" Rand said with a grave look at the mention of Harry.

"Yep. Seems the nerds really are inheriting the earth" Flash said, shaking his head.

"Oh yeah, that reminds me. Flash...isn't there something you'd like to ask Peter?" Sha-Shan asked suggestively.

Peter smirked and raised an eyebrow at this.

"Eh…" Flash trailed, scratching his head. He knew what he had to ask. He just didn't really want to.

"Come on Flashy, be a big boy and tell Peter what you want to ask" Peter said, teasingly which caused everyone around but Flash to chuckle.

"I...eh...I was wondering if you could...well…." Flash stammered, too embarrassed to finish the rest of the question.

"He needs tutoring in Biology" Sha-Shan finished for him.

"Oh he does, does he?" Peter asked, letting out a chuckle.

"...Yeah" Flash, sighing in defeat.

"And what brought about this change?" Peter asked, still smirking at this revelation.

"Well...because of my accident, college scouts probably think I'm clumsy so there goes any hope of any scholarships to get me into any college and likely any chance of me going pro so...I'll need to get my grades up even to pay for a small fraction of college tuition. Hell, I may even end up joining the military instead" Flash explained in a grim manner.

"Actually, I may need a bit of help too. Because Osborn played juiced last year, I've been hearing rumors that college scouts won't even be coming around any Midtown game. They probably think that any student playing for their team would give them a bad rep so any help to get my grades up to get any academic scholarships would be appreciated" Rand explained.

"Same with me" Kenny said hesitantly which caused Glory to hug him on his side, proud of him.

"...Yeah. I think I can give you all a taste of what I know" Peter said with a big smile.

"Cool. Thanks a lot...Peter" Flash said, saying his first name for the first time in several years.

"No problem" Peter said. Afterwards, him and Flash shook hands.

"Pete!" A voice suddenly called from behind. Peter turned saw Gwen coming up from behind, looking happy to see him but could still see a hint of sadness in her voice.

"Oh hey, Gwen" Peter said to his friend.

"Do you mind if we speak...alone?" Gwen asked him, looking at the 'In Crowd'.

"Uh...yeah. I guess so. We'll set up those tutoring schedules later I guess then" Peter said to Flash.

"Sure thing, Parker...also, hey...Football tryouts are later this week. Why don't you try out? You kicked ass last year and you weren't even juiced like Osborn was. I'd say you're a shoe in" Flash said.

Peter just chuckled at the offer. "Thanks, Flash but...I'm no football player. I'm a geek. Always have been, always will. I belong in a lab, not on a football field. It's been my calling since I was born"

Flash just shrugged but still held a smile on his face. "Fair enough. See you around"

With that, him along with the other members of the 'In Crowd' turned and left the scene to let Peter and Gwen speak alone together.

"H-hey, Gwen. H..how's it going?" Peter asked. Despite everything that had previously transpired, he still felt butterflies in his stomach for the girl he had developed feelings for the previous school year and still held deep within him.

"Oh...not much. I...talked with Harry on the way in" Gwen said, rubbing her shoulder.

"Oh, really?...How is he?" Peter asked, getting a concerned look on his face for one of his oldest friends.

"Not good. He's still pretty ticked. I know what he did was wrong beyond reason but...I still feel bad. I feel like I screwed him over. I should have been honest from the start" Gwen said, lowering her head in sadness.

Peter gave her a soft but firm hug in response which she returned. After a moment, they parted.

"I guess we just need to give him time to settle down and after...maybe I can talk to him. Clear the air between us" Peter suggested.

"M...maybe. I only wish he'd see how much we both really do care about him" Gwen said.

"I do too...but right now, he's made up his own mind. Professional therapists couldn't get through to him. I don't think we can either right now" Peter explained though it pained him to say.

"...Yeah. You're probably right. At least he has his mom" Gwen said, looking at probably the only bright side in this scenario.

"Yeah, that's true. I truly hope he'll be ok...So...is that the only thing you wanted to talk about?" Peter asked, raising an eyebrow.

"Well...no. I...I was wondering if you could meet up with me at the Silver Spoon sometime this week at night? Maybe on Friday or Saturday night?" Gwen asked.

This caused Peter to be intrigued...and slightly concerned.

"Um...I...I guess so. Yeah. I could invite Liz and Felicia too. Maybe even MJ" Peter suggested.

"Uh, no, I'd rather it just be the two of us. I...I wanted to discuss some things" Gwen said, somberly and nervously.

"O-oh...ok. Is...Is everything ok?" Peter asked, growing curiouser.

"Yeah, yeah. Everything's fine. It's just I don't really think we really had the chance to talk alone...you know, as friends!" Gwen added in at the last moment, rather quickly and awkwardly grinning.

"R...right. Uh...y-yeah. I...I think I can fit that into my schedule" Peter said, giving an awkward smile of his own to her.

They each gave a nervous laugh before the first bell rang.

"Well...I guess I better get to class...see you at lunch" Peter said before walking away.

"Yeah...see ya" Gwen said, watching him walk away. She then just stood there for a moment longer, contemplating on whether or not this was a good idea. However, the deed was done and they were going to have a 1 on 1 chat together, something they hadn't been able to have since the end of the last school year.