Gwen spun her plastic pencil with her fingers. She was leaning on her elbow, palm on her cheek. She stared into space. Much like her cousin Peter she didn't find math or science challenging. The fact she was so tuned out during a physics lesson wasn't really surprising. She felt Liz kicking her foot and she gave her a dirty look. Then she realized Mr. Myers was looking at her expectantly. She blinked a few times.

"Sorry, Mr. Myers. What was that?"

Mr. Myer's thick silver mustache quivered slightly.

"I was saying that you and Peter should stand up and take a bow. Due to your performance in the Stark Foundation contest, we entered into as a class we have been invited to visit the Stark Industries research facility in New Jersey, and they have given free tickets for the whole class and their families to the Stark Expo when it starts in April next year, and front row seats for the opening show."

Gwen smiled.

"Awesome?"

"I should say so, excellent work. Now if only you would pay attention in class, I imagine you might change the world one day, Gwendolyn Stacy."

Gwen grimaced. He was the only person besides her mother who ever used her full name. Liz shot her a dirty look. Gwen shrugged. As the class let out Liz berated Gwen.

"Why did you have to do so good on that stupid contest? Now instead of the Zoo we're going to have to go to some lame factory."

Gwen opened her locker.

"Maybe I wanted to go to that lame factory."

Liz groaned.

"No, it was because Puny Parker wanted to go wasn't it?"

Gwen pulled her copy of To Kill a Mocking Bird out of her locker and her English binder.

"What if it was? And stop calling him that."

"Why? You hot on him?"

Gwen wrinkled her nose.

"Eww, he is my cousin. You wouldn't understand."

Gwen felt Flash's arms slip around her waist and he hugged her.

"Wouldn't understand what, babe?"

Gwen shook her head.

"Never mind."

Flash shrugged and released her.

"That visit to Stark Industries is going to be amazing. I bet we get to see some big guns."

Gwen glanced at Liz.

"See Flash is excited."

Liz rolled her eyes.

"So, it's his fault."

Gwen gave a small shrug and slammed her locker shut. The trio made their way to their next class.

Gwen's father looked exhausted when he walked into the house. It appeared he hadn't even changed out of his uniform after his night shift. He hung his winter coat and hat by the door. Gwen was pulling apart a slice of toast. He gave her a tired smile. Then did a double take at her clothes. She usually tended to wear skirts, even in winter. Today she was wearing a pair of leggings and a t-shirt.

"No school today?"

Gwen's brow furrowed then realized what she was wearing.

"No, it's the trip to Stark Industries. You know the permission slip you signed?"

Her father rubbed his face.

"Oh. Well, have fun."

He kissed the top of her head as he walked towards his room. Gwen rolled her eyes and muttered.

"Sure thing, dad. Nice to see you. Love you too."

She should have been used to it. He'd been emotionally distant since her mother's death. He'd also been working double shifts. Taking extra shifts for other cops. Everything he could do to keep busy. Leaving Gwen to her own devices for the most part. She sighed and stood up. She dumped the remainder of her breakfast into the garbage. She'd just go to Peter's place early. She tugged a hoodie over her head and slipped her runners on. She hopped down her buildings steps. Before going outside she put her blue tooth earbuds in and pushed her way out into the November morning. Peter's house was on the way to the school.

The house itself wasn't anything special, the siding was wood and painted in faded white. The roof was covered in blue shingles. The people inside it were though. Her Great Uncle Ben, Her Great Aunt May and of course Peter. She didn't knock, she just walked in. Like she always did. May saw her and waved her into the kitchen.

"Did you get breakfast yet?"

Gwen shook her head.

"Sit! Sit. Have some eggs."

A few minutes later Gwen had two easy over eggs, her personal favorite and some toast. Peter shook his head as Gwen devoured them. Truth was, Gwen spent most of the time over here for meals. Her father wasn't much of a cook and left to her own devices it was usually frozen meals. May and Ben wouldn't ever let her go hungry. May smiled at Gwen.

"Will you be here to study again tonight Gwen?"

Gwen blushed.

"If that's alright, Aunt May."

Ben spoke.

"It is always alright dear. Your dad is on nights, isn't he? Why don't you just stay over?"

Gwen tapped her glass and blushed again.

"You know, dad might be worried if I'm not there in the morning."

Ben folded his newspaper.

"I'll give him a call. Its not right you being in that apartment alone so much."

Gwen shook her head.

"It's fine. We're fine."

May patted Ben's shoulder.

"Well, you tell us if you need anything, Gwen. We'll be here for you."

Gwen nodded.

"I will Auntie May."

Peter put his dishes in the dishwasher and kissed May on the cheek.

"We need to go to school."

Ben stood up.

"I need to pick some things up. I'll give you two a ride."

Peter looked at Gwen, Gwen shrugged in response. The pair pulled on their shoes and hoodies and were about to leave when May handed them both brown bags.

"Packed you both a good lunch."

Gwen blushed once again, realizing she'd left her half-assed lunch in the fridge at home. May stood at the door and waved to them as Ben backed out of the driveway. Gwen loved May and Ben. The pair were like another set of parents for her. Especially now. Ben was a good man. He was always encouraging the two teenagers to be better people. This morning was a small, kind lecture on the virtues of using their skills in math and science to make the world a better place. He waved as he pulled away from the school. Peter looked at Gwen.

"Seriously. I think, he thinks we're juvenile delinquents."

Gwen laughed.

"No, he's just trying to make us better people."

Peter shook his head.

"If I hear one more lecture about how computers, the internet and cell phones are ruining society and are going to bring about the end of the world. I don't know. I may just die."

Gwen bumped into him playfully as they walked.

"You should be nicer to them. They're good people."

"I know. I know. They took me in. Treat us like we're their kids."

Gwen nodded.

"It's too bad they didn't have any of their own. They would have been really good parents."

The pair piled directly on to the bus. The drive was long and to maximize the time spent at Stark Industries the class had skipped home room and daily announcements. Flash smiled at Gwen when she got on the bus and shifted over in his seat. Gwen waved to Peter and plopped down beside Flash.

Flash was the boy at Midtown High School that other boys wanted to be. He was the boy all the girls wanted to ask them to prom. He was the football team's quarterback. He had dark hair and blue eyes. He was handsome. He was all American and he was Gwen's boyfriend for a year now.

Flash stood up and moved past Gwen. He smiled at Gwen as she slid over to the window so he could sit back down. Gwen smiled back. It was things like this that kept her coming back. He knew she liked the window seat. She didn't even have to ask. He put his hand on her thigh and squeezed. She leaned against him.

"You excited babe?"

Gwen nodded. He smiled. Mr. Myers got on the bus, cleared his throat and looked directly at the pair; His lips slipped into a frown. Flash quickly took his hand off of Gwen's thigh and folded it with his other hand in his lap. Mr. Myers then looked at the rest of the class.

"I expect you all to be on your best behavior. Remember we're guests and this is an active research facility. Do not leave the group. Do not touch anything. And please no public shows of affection."

The yellow school bus shook as it shifted into gear. Gwen leaned toward the window and smiled watching the city pass them by, then the tunnel, then New Jersey. Then the Stark Industries campus. She smiled when they passed the building labeled Arc Reactor Laboratory. She'd heard of it, it powered the entire campus. Clean energy, but not feasible for mass production. Flash pointed at a fighter jet that had been welded to a pole.

"Did you see that?"

Gwen glanced at him and nodded. She smiled at him.

"First X-131 Prototype."

Flash grinned at her. The other girls at her school thought he picked her because she was pretty. That was never it. He picked her because they had a lot in common. He was fascinated by all things military. Gwen wasn't as excited about it, but she knew a great deal because of her interest in physics. Though if asked about her favorite thing, Gwen would say music.

The bus stopped at a building labeled Headquarters. The class stepped off the bus. Flash ended up with his football buddies. They were being teenage boys. Liz and Sally looked bored. Gwen drifted to Peter's side. The class gathered in the foyer of the building. She was a bit shocked to see Tony Stark standing atop the balcony above them.

"Welcome to the Stark Industries Research Park. Thank you for taking part in our contest. Some among you are going to build the future. I'm glad we can give you a glimpse of it today. I see many eager young faces amongst you. And a few looking annoyed at being stuck here."

He laughed.

"I'd like to introduce you to Pepper Potts. She is one of our VP's. She'll be giving the tour today. Hope you have fun."

A red-haired woman moved beside Tony and waved at the group. Gwen and a few others waved back. Pepper walked down one of the spiral staircases that ran up either side of the balcony. She had her arms folded over a tablet which was pressed against her chest. She kept one arm over the tablet and motioned for the class to follow with the other. The tour didn't seem like it would be long enough for Gwen or Peter. The pair were hanging on Pepper's every word.

Near the end of the day they reached the building Peter and Gwen were the most excited about. The antimatter research complex. Pepper was finishing off her explanation of what they were doing there and asked if anyone had any questions. Peter's hand shot up.

"Is there a washroom here?"

There were more than a few chuckles in the class. Mr. Myers looked annoyed. Pepper smiled.

"Yes, just down those stairs and the men's room is to the right."

Peter walked off. Gwen held up her hand. Pepper pointed to her.

"Ms. Potts, Stark Industries is a weapons manufacturer. Are you testing the antimatter for weapons?"

Pepper smiled and shook her head.

"No, not at all. We are researching electricity generation. Most of what we create we sell to various laboratories around the country. We cannot create enough to even consider weapon applications. If we were to run the particle accelerators twenty-four seven, we might be able to make a milligram a year. As it is, we can run them a couple of hours a week. They require a great deal of maintenance."

Pepper answered a few more questions. Some were falling into the science fiction category. Gwen smiled as Pepper answered each calmly and professionally. Even if they were ridiculous. She looked at her smartwatch. Peter had been gone for too long. The class was starting to move out of the building. Gwen found Mr. Myers and got his attention.

"Mr. Myers. Peter isn't back yet. Should I go find him?"

"Yes, yes. Make sure you meet us back at the main building for tea with Mr. Stark. He wants to meet you two personally."

Gwen hopped down the stairs. She knocked on the men's room door then opened it a bit and called in after Peter. She didn't get an answer. She frowned and pulled out her phone. She sent him a text message. Where r u? The chat program flashed a few times, but the check mark never turned into a thumbs up. She pushed forward down the hall. She saw several locked doors. Then saw one that was ajar. The sign on the door declared it was Particle Accelerator X – Authorized Personal Only. She pushed the door open and slipped inside.

Peter was staring at one of the coils of the particle accelerator. The room looked pretty abandoned. Peter jumped when he saw her. She whispered harshly.

"Peter what are you doing here? We're not supposed to be in here."

Peter looked at her.

"Well, it is not in use. Look at the dust. Isn't it amazing? This should take miles of land, but they used these massive, coiled tubes."

Gwen tugged his arm gently.

"I know, I read the articles too. Let's go before we get caught. The class has already left."

Peter smiled at Gwen.

"Relax, no one is down here. You know you want to look around."

Gwen sighed and relented. She started poking around the coil and then the control panel. She went to check the particle release and found her face covered by a spider web. She jumped at first but then the spider fell on her hand. It was a cute yellow and black orb weaver. She held up her hand and looked at it. She saw egg sacs on her back. Gwen spoke to it.

"I'm sorry. I didn't see you there."

Gwen was looking down at the spider that had crawled onto her palm. She called out to Peter.

"Hey Peter, look at this spider. Isn't she pretty?"

Peter jumped back a bit. Placing him where the collision chamber should have been. Which was dead center between the two particle launch tubes. Gwen laughed. Peter shuddered.

"Gwen! Not cool! Not cool."

"Its just a spider Peter."

"Spiders are evil."

Gwen rolled her eyes. Peter shuddered again and then leaned down to look into the particle accelerator tube to his left. He was so distracted he didn't see the red light flashing by the door. Nor did he notice the hum as the accelerator was warming up. Gwen did though, she called out his name. She realized he wouldn't react in time, so she shoved him out of the way with a firm shoulder check. She saw the tube in front of her flash, and she held up her hand as if it would protect her. There was a crack and then nothing. She looked down at herself and touched her hoodie. There was no hole in it. She pulled her t-shirts collar and looked at her chest. No hole or mark there. She fanned herself. Peter tugged her out from between the two tubes.

"Are you alright?"

Gwen nodded.

"I guess it didn't actually fire."

Peter looked her over.

"Where's the spider?"

Gwen looked at her hands and over her hoodie.

"Guess she fell off."

Peter jumped away. Gwen laughed and gave him a playful push.

"You're such a wimp Peter. We should get out of here. Before someone sees us."

The pair heard a man clear his throat and speak.

"Bit late for that. I've heard of teenagers sneaking off to make out, drink, tag something, but never to go look in a restricted area at an old particle accelerator."

Peter and Gwen turned at the same time. Their eyes went wide when they saw it was Tony Stark who wasn't looking too pleased with the pair. Peter started talking. His words were fast paced and almost jumbled.

"I'm so sorry Mr. Stark. This is my fault. She was just trying to pull me out of here. If someone needs to get in trouble, its me."

Tony kept the serious look on his face for a few more seconds before he grinned.

"Falling on your sword is noble Peter Parker. No one is going to get in trouble. The look on your faces was priceless. Come on. Pepper is going to be beside herself if she realized she left two kids behind."

Peter and Gwen hurried to catch up to the fast-paced Tony Stark. Peter was slightly out of breath as he spoke.

"How did you find us, Mr. Stark?"

"Worried we had cameras in there because you were making out?"

Gwen wrinkled her nose.

"Eww. He is my cousin."

Tony chuckled.

"You'd be surprised how common that was among certain families in this country. Anyway, I saw the light flashing like the accelerator was active, but it's been decommissioned for five years. I was wondering what was going on. You didn't see it activate, did you?"

Peter and Gwen looked at each other. Gwen glanced down at her chest. The pair shook their heads. Gwen answered.

"We thought it was going to be, but nothing seemed to happen. We didn't touch anything."

Peter spoke up.

"Except a spider."

Tony laughed.

"Calm down guys, you're not in trouble. I was a teenager once too, you know. I'm glad we ran into each other actually. I'm sure you've both heard of the Internship program we run in summers for high school students interested in science and engineering. Getting in means you get a full scholarship to a school of your choice. I think you two would be good candidates. Highest marks we've ever seen on our contest exams. If you're interested, I want to make it happen. Even if I have to add two more spaces myself."

Gwen blinked at Peter. The pair would be jumping for joy if not for the fact they were standing in front of one of the smartest men in the world. Gwen took a few moments to gather herself enough for a response.

"Don't we have to be in grade twelve?"

Tony slid his hands into his pockets.

"The two of you are ready now. Why wait? You'll be fifteen by summer, right?"

They nodded.

"Then I see no reason we can't get you in the program this year. Or hell, for the next three summers. Think about it. The internships are paid."

The trio reached the campus's main building and Tony opened the door for them. Peter went in first. Gwen grabbed the door and felt a tweak in her chest. She paused briefly and then continued inside, thinking nothing of it. Tony left them there.

"I'll see you in the conference room. Just need to check on something."

He pulled out his phone and paced while looking at it. Gwen and Peter went into the conference room. They had barely gotten their drinks and snacks when Mr. Myers noticed them and frowned. He stormed towards them and was about to berate them when they heard Tony speak.

"Ah, there you are Henry, can I call you Henry?"

Mr. Myers paused and looked at Tony.

"Of course. I'm sorry these two were so late."

Tony waved his hand dismissively.

"It was my fault. I ran into them and talked their ears off. You should be proud. I'm sure it was your instruction that got them the highest marks ever seen on our contest exam. I'd like to talk about the resources your school has to handle students like these two."

Mr. Myers seemed a bit flustered by the praise. Tony put his arm around Mr. Myer's shoulders and glanced back at the pair. He gave Gwen and Peter a playful wink. Whatever Tony said to Mr. Myers had him grinning ear to ear the whole ride back to the school. Gwen barely noticed the ride. Flash had been talking her ear off, but she was having trouble focusing on anything. It was like her brain was drifting through a hazy fog.

The brain fog continued throughout the walk home and supper with Uncle Ben and Aunt May. Everyone let her odd mood go. What didn't get missed was the fact she started to shiver and sweat as her and Peter were studying. Aunt May showed up with a pair of acetaminophen tablets and a glass of water.

"Gwen, are you feeling alright?"

Gwen nodded, but she was definitely not feeling alright. It felt like she had a terrible flu coming on. She took the pills and washed them down with the water. Within an hour she was coughing up phlegm. Peter pulled her pen out of her hand.

"Okay we're done. You need to go home and get some sleep. You're super sick."

Gwen nodded. Peter helped her gather her things. Aunt May caught them pulling on their heavy hoodies.

"Where are you two going at this time of night?"

Peter motioned to Gwen.

"Aunt May, she's super sick. You and Uncle Ben, are old, she should go home."

May put her hands on her hips.

"Nonsense. I'm not sending her home in this state. Not with her father gone all night. Who is going to take care of her?"

Gwen shook her head.

"He's right Auntie May, I need to go home. I'll be fine. I'll drink lots of fluids. I'll make sure to take something for my fever but not too much."

May frowned.

"Fine, but if you get worse you call us, right away."

Peter helped prop Gwen up as they walked to her apartment. They reached her apartment door, and she unlocked it. Gwen stumbled.

"Peter…"

The world went black for Gwen. What followed was a fever dream of epic proportions. She was running through the city chased by the man who had confronted her in the alley behind her grandfather's pub. It ended at the particle accelerator room. She woke with a start.

To be continued….