At Dr. Conner's Lab…

Eddie gasped at the sight of Peter's hand while the other scientists examined it.

"Pete? What happened?" His brother demanded from the younger soul as his hand looks like that of the man spider form.

"I-I was having a good day, then Harry got mad that I was doing so well, even though I did this for him, he wanted me to help him…"

The scientist then noticed Peter's hand was becoming more and more like a spider.

"Peter, you need to calm down. The mutagenic defect in your altered DNA feeds on your stress levels. The more it has, the more you'll change." Dr. Conner warned the boy.

Images flickered through his mind…

"Maybe, but it's worth a try."

Peter then approached the blond on her phone, nervous and shy.

"H-hey Sally." Peter stuttered trying to be less geeky, it was not working out for him.

"What do you want, Puny Parker?" She sneered at him, causing him to flinch a bit but not to retreat, he will try.

"I-I was just wondering… if-if you would like to go out sometime," Peter asked, trying to keep his nerve together.

There was that one moment of silence before it turned into laughter. It hurt; it really did.

"Yeah, like I would date a nerd like you. Sorry Petey, but I'm with a real man, Rand." She announced all high and mighty when speaking of the devil, the football player appeared.

"Hey, are you Max?" Spider-man called out to the sparky man.

"So, what if I am? Are you going to hound me and have me locked away like a criminal?" Max demanded as he looked ready to kill the bug.

"No, if I wanted to fight you, we would be fighting already. I just want to talk. Your friend Eddie sent me for you; thought I could help you." He explained calmly, trying to show he was not a threat.

"Eddie, Eddie sent you?"

He was calming down a bit.

"He's worried about you… and so am I. Look, I just want to know how you're doing." Spider-man offered in a friendly manner.

"How am I doing? Look at me! I am a freak, I can't taste, eat or drink anything, I can't watch the tv, and every time I get upset, this happens!" He bellows as sparks are flying.

"It's okay! It's okay! You are not a freak, just different than you were before. Listen, I know how you feel, to feel so out of control." He provided comfort, but the electric man didn't believe him.

"You lose control? You are never a threat; you can't electrocute someone to death." He scoffed at him.

"You're right about me never electrocuting someone, but I can be a threat. Watch."

Spider-man then picked up a piece of cement from the debris like it was nothing more than an egg and easily crushed it into the sand. Max gasped at the sight as the sand fell onto the floor, then Spider-man sat next to him on the floor again.

"See? I could crush cement with my bare hands, bend steel like it was nothing, and flip guys a hundred times my sides on their backs. So yeah, I know how it feels. Believe me, I was super clumsy when I got my powers, I had problems with them."

"So, how did you do it? How did you cope?"

"You practice, you endure, and you keep cool under fire. A wise man once told me with Great Power comes great responsibility. I take those words to heart and use my powers to help others."

Max smiled slightly through the mask as the spider helped him up.

"Come on, let's take you back to the hospital, I'm sure they can help you out and if they can't, I can." Spider-man offered.

"You would really help me?"

Before he could answer that the police officers soon appeared. His spider-sense was going nuts!

"FREEZE FREAKS! DON'T MOVE!" They ordered as their guns were raised.

"Wait! Don't! You don't understand-!"

BANG!

"Pete, Pete! Deep breaths!"

Near a Bank…

It was supposed to be a typical fight.

Bad guys try to steal, Spider-man appears, they fight, and he wins. But this was different, they got a good hit in, and with that, something woke up inside him.

"Gah, it burns!" Spider-man howled as the pain became too intense.

"Pete, what's wrong?"

"Ah, the poor little spider got a belly ache. We should put him out of his misery." The thug smirked as he was going to strike him down with a blunt object.

But the blow never came as the arm grabbed it mid-swing and began to grow harry. He became, bigger, and harrier, growing more limbs, more eyes, razor-sharp teeth, and acid dripping from his mouth. The man watched in horror as a swirl of steam which appeared from nowhere revealed the creature, the man spider!

Peter sighed as he still felt tired, hungry, and weird.

His body didn't feel like his own and his head felt so heavy with fog. He shook off the haze as Flash was about to come at him with water balloons. His Spider-Sense acted for him as he managed to dodge the balloons, then with his mind returning, he realized that people were watching! They couldn't know his double life! So, he let the balloons hit him, secretly thankful for the cold water waking him up. He could handle the humiliation. Soon Gwen stepped in as she shielded him, she is such a good friend to him.

Flash then backed off as Gwen helped dry Peter off.

"Pete, I wish you would stand up for yourself more. You shouldn't have to deal with that." Gwen fretted over the boy.

"It's fine, I'm pretty used to it by now." Peter smiled.

"But you shouldn't be used to it."

"It's fine, besides I try to look at the positives in life."

"Pete…"

Luckily Harry came because Peter could handle Gwen's look.

"Pete! Breathe!" Eddie pleaded as he took his brother's hands, "Count to ten downwards then upwards."

"Man, I screwed up big… Gwen's mad at me for disappearing and hiding what happened at the labs and Harry's upset because I abandoned him when he needs me to help him." Peter sighed as he was on Eddie's bed, getting his bruises checked over.

"Don't worry about it, Gwen will come around. She just needs some time to let off some steam and as for the rich boy… this will be good for him. It's about time he stops leeching off you." Eddie advised as he was cleaning his wounds.

"Ow! Harry doesn't leech off me. I know you and he never saw eye-to-eye but he's still a good friend." Peter defended.

"Yeah, a friend who's jealous of you and uses every opportunity to twist you around his finger."

"He leans on me but sometimes I lean on him."

"Name one time."

Pete opens but then shuts his mouth.

"Anyway, I still need a new camera but Aunt May needs that money for bills. I feel like I'm stuck." Peter sighed, wanting to change the subject.

Eddie frowned, hating that Peter is taking too much responsibility. Peter never leans on anyone, and Eddie was getting sick of it.

It was time Petey was spoiled a little.

Peter began to breathe as slowly the memories returned from whence, they came.

"Okay, okay Pete. Now, try to stay calm." Eddie soothed, blaming Osborn mentally.

The spoiled little brat and his family were the sources of all their problems.

The aftermath of Sandman at the High School…

Peter smiled at his friend and finally got his wish to be a football player.

Harry was being paraded as he finally was able to make his mark, Petey won't take it away from him. He's earned it.

Peter was so happy that not only did he regain his friends, but to gain so much more.

Rand was right, he should open up more to people. The more he did, the bigger the circle. He just needed some confidence. It seemed that football was giving him confidence, and he began to feel so sociable. But as soon as he felt so happy, Harry came.

"Pete, I wanted to do this. I wanted to join. You weren't even interested in joining." Harry complained as Peter felt upset himself.

"Harry, you wanted me to join. I thought-."

"You were supposed to join to help me, not hog the spotlight, again!"

"Harry, when have I ever-?"

"Just forget it. Perfect Petey seems to get everything he wanted."

Peter didn't really get it still, but this will be a make-up for not being able to help him for so long. Besides, Petey had enough on his plate as Spider-man. It would be better for everyone if he remained unseen.

"Hey, Peter~!" Liz greeted him as Peter turned to the girl he was tutoring and her friends.

"Hey, guys. Looks like I didn't have what it takes-."

"Come on, Pete. Everyone knows you're a bad actor. You let him have it. We saw you acted overwhelmed." Gloria caught him.

"It's really sweet with you. We also saw how limber you were and how you seemed so light." Liz began while her best friend was crossing her arms, "We still think that you should have a part in the game."

Sally crossed her arms, still upset that she was outvoted.

"So, instead of a football player, you can be good at being a cheerleader." Liz offered the boy.

Peter smiled and agreed.

At Midtown High School Gate…

Eddie was waiting for Peter at the gate, noticing a big grin on his face while Gwen and Harry joined in the jubilation.

"Hey Bro!" Peter cheered as he waved to the big blond.

"Hey Bro, you're looking chipper. Did you get picked?" Eddie wondered as he ruffled the other boy's hair.

"No, Harry was the better player." Peter answered but Eddie knew the truth about why he didn't, "But the girls offered me to be a cheerleader instead since I'm limber and light."

Eddie chuckled, "Well, you are always the one who got to put that pep in everyone's step. Try not to hurt yourself doing any overcomplicated tricks, okay."

Or in other words, 'Don't let anyone know your Spider-Man. Be extra careful.'

"I will. I gotta tell Aunt May, too. She's going to be so chipper to hear about this." Peter grinned as Gwen grabbed him by the arm.

"Come on, we can get some cake to celebrate too."

While Gwen and Peter were talking about the celebration of this event, Harry was about to join them, when he noticed Eddie Brock glaring at him.

Now, they had never got along, for they were only near each other because of Peter. But it seemed that Harry somehow wronged him without knowing.

"What is it, now Brock? Can't take the fact that a scrawny pipsqueak is a jock now?" Harry scoffed at him.

"Congratulations, you jerked Petey into getting your way, once again. Spoiled brat."

That knocked the wind out of Harry in a second.

"Oh, you think that after Peter was doing so well, even better than you, and all of the sudden he chokes, and you get the part?" Eddie pointed out, "He let you have it. You didn't earn anything but a pity win, again. This is why Peter is better than you, because he tries a hundred times harder than you, and yet… yet out of the kindness of his heart, he lets himself be steamrolled by people like you."

"What? No, Petey-."

"Oh please. I know you whined about not getting the pick and so Petey gave in to you. Congrats on your pity win." Brock scoffed, "This also proves I'm a better friend than you for Petey. Petey is a better friend than you. Heck, even Flash Thompson is a better friend than you and you know why? Because even when he bruises Petey up, he never emotionally abuses him."

Brock began to walk away.

"You just keep proving that Peter is better than you. So, congratulations. You earned my pity and disgust."

Harry watched, stunned as he didn't know what else to do.

In Harry's room…

It seemed that Brock and Harry's father had something in common, little respect for Harry's achievements.

Harry told them that he made the team and got a date for the autumn dance. But he didn't even seem interested in the slightest.

"Cowboy up. You want to be better in classes? Study. You want to become popular? Be popular."

"He let you have it. You didn't earn anything but a pity win, again. This is why Peter is better than you, because he tries a hundred times harder than you, and yet… yet out of the kindness of his heart, he lets himself be steamrolled by people like you."

Harry felt a prang of jealousy inside him. To Norman, Peter was the son he always wanted, what Harry couldn't be. He would always come second place to Petey, even when he tries his hardest. Everything was handed to Pete, even things he didn't want that Harry craves. True, it wasn't Petey's fault that he was the object of his father's affections, but it didn't make it sting any less.

Harry frowned and looked at the Globulin Green in his hands.

"Not this time. I'll be on top, and I'll earn it." Harry declared, "No one will take this from me. Not even Petey."