Two weeks have passed since 'The U.A Raid' and that was the talk of the town for the media, newspapers, whatever. It made national news and headlines everywhere. No matter where you went, someone was talking about it and it was no different at the school. Everyone kept bugging Class 1-A about it just trying to get something out of us. They wanted to know if we were scared. Well...we all came to one agreement every time we were asked that question.

"Go ask Bakugo," Peter said to another student with a frustrated tone in his voice. He left the student that was bugging him as he made his way into homeroom. The topic for the past week was called, 'Origins'. Everyone had an origin of how they became who they were, where they got their Quirks, how, when, anything. You just had to explain your origin because in the life of the pro's you'll never know if you need to reveal it some point. Everyone had gone, except Deku and Peter. Deku got a pass due to his Quirk origins already being 'known'. "No one knows the real truth, but All Might, himself, and I. I still need to tell him, but when is a good time…"

"Today I have to reveal my own 'origins'. I spent all week making one up because I'm not very comfortable sharing the real deal. The real reason why I am Spider-Man. I can't think of that moment without all the feelings of guilt and depression coming back." Peter walked into the classroom to see that he was the last one inside.

"Good morning Peter!" Everyone said to him as some waved and smiled at him, while others smiled at him. Peter smiled back and waved. This is the best part of every morning for him, to see everyone okay and confident for themselves. Peter made to his seat as Tsu was already looking at him as he sat.

"Good Morning Spidey," Tsu said as Peter shook his head slightly but kept his smile.

"Good morning to you too babe, and is that my nickname now?" Peter replied with Tsu nodding her head.

"Yes, that is your nickname. Unless I feel like changing it." Both of them gave a small laugh as they kissed one another.

"Good morning class." Aizawa walked in wrapped in bandages. Aizawa suffered gruesome injuries that left his both his arms broken and his face completely wrapped up in bandages, but even then, his duties as a teacher came first instead of his health. Everyone looked forward and sat straight. Aizawa walked to his podium as he spoke, "Today we will end our 'Origins' topic by going through our last student, Peter." He said as Peter gulped a bit. "Let's not waste time. Peter, get up here." Aizawa said as he walked off the podium as Peter got up.

"You got this Spidey, just keep yourself calm," Tsu whispered as Peter looked down at her.

"Thanks, babe." He said as he took a breath and walked up with a paper in hand for notes. Once he was up there, he looked at everyone. The atmosphere changed rather drastically because Peter was always asked this question since he came into Class 1-A, "Why are you Spider-Man?" Peter began. "I was asked that by almost all of you, save for Bakugo because he doesn't care." Bakugo shrugged his shoulders, no need to respond here if it's the truth. "Well…now you all get to know." Peter cleared his throat and looked at his notes. All of it, this whole speech he will give out. It's all fake. And it isn't right.

Peter looked at his notes for a little bit as some of the students were starting to think he was getting stage fright.

"Peter? You okay?" Deku called out to him as Peter snapped back into reality.

"Huh? Oh uh...yeah Deku, it's just…" Peter looked down and sighed before looking up, "I was just thinking about something, and…I've come to a decision." Peter then tore up his notes as he tossed them into the trash next to him. "I'm going to speak from my heart and experience, not from notes." Everyone sat back a bit as they got comfortable.

"As you know, I am from another universe, and only Tsu knows this, but I wasn't born with these powers...er Quirk I guess." Everyone was aghast by this, especially Deku who himself was quirkless. Aizawa himself was a bit intrigued by this only because he is curious about Peters origins too. "I will tell you how I got my Quirk though in my origin." Peter then looked at Tsu, "And some part of it was influenced by an old crush of mine so…."

Tsu waved her hand a bit, "Doesn't change that you are mine. Kero." Peter chuckled a bit as some of them 'aww'd' a bit.

"Well, that's good." Peter took one more deep breath as he began to tell his origins, "This is how my story begins…"

Queens, New York

Queen, New York. A populated county and if you had to describe it in one word, you would be lost for that word because no word can describe Queens in one word. I love this place, and I would never ask to born somewhere else. Queens is my home; I was born here. My parents died when I was young so I moved in with my Aunt May and Uncle Ben. They raised me and made me who I am today. I love them both so much. But…they are not the full reason why I am Spider-Man, they are part of it, though. My story isn't a happy one, but this a story is worth telling. This all takes place in High School, my freshman year.

"Hey! Hey! Stop the bus! Tell him to stop the bus!" Peter, wearing glasses, said as he ran with the bus while banging on the window feeling embarrassed, but not so much as the first, or second, or third, or…this almost a daily event for him. All the students on board, including the bus driver, were laughing as they heard Peter trying to get the bus to stop.

"Hey! Stop the bus! He has been chasing us since Woodhaven!" A girl said as she got up from her seat and confronted the bus driver. This girl was Liz Toomes, Peter's first crush. Liz was a very intelligent girl, gifted some might say. She is popular in her class for her brains and looks, but she wasn't the cliche high school dream girl in cheesy romantic comics. No, Liz was special. I might also add that she is real.

The bus driver rolled his eyes as he pulled over and stopped the bus, much to the dismay of the rest of the students. Soon Peter climbed aboard, "Thank you, I'm sorry I am late." Peter said as someone threw a ball of paper at him while everyone laughed at him. Peter, uncomfortably, began to walk through the middle looking for a seat as some blocked him from sitting next to them. As he was walking through, Liz sat next to Flash Thompson, Peter's bully. Peter smiled at her while Liz wanted to smile back, but decided against it. One of Flash's friends put his foot out and tripped Peter as he fell onto the floor, and worst, in front of Liz. Everyone laughed at him as Peter just stayed on the floor, not bothering to get up. "Might as well be on the floor if I won't get a seat…"

Once the bus reached Midtown High School, everyone got off the bus as Peter stood by the bus for a second letting everyone off first. He didn't want to be seen at all. When the bus left, Peter started to walk towards the school as he stopped in his tracks. Liz was looking over her shoulder and smiling while waving her hand. "Is he smiling and waving at me?!" Peter thought as he smiled back awkwardly and waved back a little, only to hear two girls call out Liz's name and Liz walked with them. "Of course she wasn't…why did I think she would?"

"Hey, Peter!" Peter looked to his left and saw his best friend, Ned Leeds waving at him as he walked to him.

"Hey, Ned!" Peter smiled as they performed their handshake. Ned and Peter go way back, they have been friends since elementary school since both were cast out. Peter was a nerd and geek who lacked any athletic abilities whatsoever, while Ned was the same, but fat.

"Who were you waving at?" Ned asked as Peter looked towards Liz's location. "Did she wave back?" Ned asked as Peter shook his head.

"No, she was waving to her friends MJ and Gwen. That makes more since then waving at me." Peter said as Ned looked where Liz was.

"One day you will get her attention Peter, just maybe not now," Ned said, trying to get his friends hopes up.

"Let's not worry about that, did you see the new Star Wars movie?" Peter asked as Ned let out an annoyed gasp.

"Ugh…no. I wanted to see it this weekend, but I had to go out of town to visit my grandma." Ned said as the two began to walk towards the school. As they were discussing, they saw a black Rolls-Royce go into the driveway as both students were impressed. "Wow, either a rich kid transferred, or James Bond is here," Ned said as Peter couldn't help but look at the car. Something about it seemed familiar.

Out the car did come out a new student, a student Peter recognized immediately. This student was rich, in fact, one of the richest in all of New York. He wore a nice tan jacket with a red shirt with a grey collar, a pair of fresh new jeans, and some pretty expensive sneakers. This new student was.

"Harry?" Peter said as Harry turned and saw Peter.

"Peter! Wow, it's been a long time! Since 7th grade right?" Harry said as he approached the two boys as the car left the driveway. Harry gave Peter a pat on his back. "You haven't changed a bit, Peter. Still, look like a stick." Harry then looked at Ned as he gave him a brief smile, "Ned? That you?"

Ned smiled and gave Harry a thumbs up, "Yeah, it is me Harry." He said as Harry looked at him up and down.

"Unlike Peter, you have changed a bit," Harry said, avoiding the obvious answer as much as possible.

"I know! I grew my hair out rather than being bald." Ned said as Harry clicked his tongue and went with it.

"What happened? I thought you were going to a private school?" Peter asked as Harry looked around a bit.

"Yeah...about that...I was kicked out of…all of them." Harry said as both boys were bewildered. "Yeah, not my best days, but I can't stop having fun. Besides, everyone wanted to be around me because I am an 'Osborn'. Not real friends like you two guys." Harry said as all of them smiled at one another.

"Good to have you back Harry," Peter said.

"Aww, you do cherish us," Ned replied as the three of them then walked into the school together. As they were walking, Ned remembered something. "Say, Peter, didn't we have a field trip to go to?" Ned said as Peter looked at the clock.

"Oh shoot! We're going to miss the bus!" Peter said as he looked towards Ned, "We have to go to the class now!" Both boys were about to run but looked back at Harry.

"Well if you two got to go, then go," Harry said as he sounded a bit disappointed.

"Well…maybe we can squeeze you in the bus? I don't know, let's just try!" Peter said as Ned agreed.

"Yeah! Come on Harry!"

Harry smiled at the two and ran with them, hoping to be able to get on the bus.

Harry was able to get on the bus, but figured out it was because the teacher did so because he was in fact, an 'Osborn.' Though this did irritate the teen, he was glad he was able to go with Peter and Ned to the local science hall department. Once inside, Peter was marveling at the science that was in it as both Harry and Ned were having a bit of trouble wrapping their heads around it, but mostly Harry.

"Wow. This is amazing. That is the most advanced electron microscope on the Eastern Seaboard. It is unreal." Peter said as both Harry and Ned looked at him.

"Yeah…" Harry said as he had no idea what Peter was talking about.

"I bet you would love one of those Peter. I would too. I would use that microscope for many things." Ned said as he dreamed about what he could do with that much power.

As they were walking and their tour guide was telling them about spiders, Peter was looking at Liz as Flash was trying to get a little too close to her. "Ugh, stop it Flash," Liz said as she turned her head and met Peter's eyes as Peter quickly turned away. Liz rolled her eyes a bit and went over to his side as she wanted to get away from Flash.

"The Delena spider, family, Sparassidae, has the ability to jump to catch its prey." The tour guide said as if on cue, the spider did jump from twig to twig.

Peter held up his camera as he looked at the tour guide, "For the school paper?" Peter meekly said as some of the students behind him chuckled at him. The tour guide let him take pictures as when he was about to take a photo, Flash hit his elbow on Peter's back as he missed the shot. Peter looked at them as he laughed a bit and pushed Peter out the way with his shoulder.

They got to the next spider, and the same thing almost happened as this time it was one of Flash's friends. Harry looked at them and spoke up, "Just leave him alone." Harry said.

"Or what?" Flash's friend said.

"Or else his dad is going to fire your dad." Flash mocked as Flash and his friends high fived each other while Ned then said.

"Really guys? You got pick on Peter every day?"

"I always wondered why Peter was so skinny, but then I remembered you eat all of his food." Flash said as then he grabbed Harry by his shirt, "And what is your daddy going to do to me? Sue me?"

The teacher of the class saw what was happening and confronted them, "What is going on here?" He said as no one spoke, "The next one who speaks will fail this course, I am not kidding." He said as everyone moved on.

"I hate these guys…" Peter inwardly said as he walked behind Harry and Ned.

The tour went on as Harry looked back and walked next to Peter. "Those guys are jerks…" Peter mumbled as Harry patted his shoulder.

"I got your back buddy."

The three of them walked up to a spider that looked like it was matching colors with the environment around it. "Look at that spider," Harry said as he was amazed by it a bit.

"Some spiders have the ability to change colors to blend into their environment," Peter said happily.

"Yeah, it is how they stalk their prey and hide from other spiders and predators," Ned added in as Harry looked at them.

"Both of you are nerds, and why would either of you think I would want to know this?" Harry said as they moved on.

"Who wouldn't?" Peter said with a chuckle.

As they walked, all three of them saw Liz as Ned nudged Peter. "You going to talk to her now?" Ned asked as Peter looked to him.

"No, you talk to her." Peter retorted as he was as shy as ever.

"I'll talk to her," Harry said immediately as both boys looked at him as he approached Liz.

Both looked at Harry talking to Liz as they wondered if he was getting anywhere. Harry looked over his shoulder at the two as he went back to talking to Liz. "He makes it look so easy," Peter mumbled as Ned nodded his head.

"The scientists here are worked on making the genes of these three spiders blend together to make one. That is where these fifteen spiders come in as they are the mix of all three." The tour guide said as Liz saw only fourteen.

"There are fourteen," Liz said as the tour guide paused and looked. Liz was right, there was only fourteen.

"Interesting…I guess they took one for more research. Moving on, though…" Unbeknownst to everyone, the last Spider was not taken back, but rather above everyone as it escaped the cell it was in. It had made web in the corner to hide from the people out of instinct. Harry was then taken by the teacher as he talked through the whole presentation of these 'Super Spiders' as Ned looked at Peter once more.

"Well. Do something." Ned said as Peter gulped and slowly approached Liz for he decided now or never.

"Hey." Peter said as he tapped Liz's shoulder, "I need pictures with a student in it. You wouldn't mind, would you?" Peter asked as Liz smiled at him. "Oh, she is beautiful."

"Sure! Just don't make me look ugly." Liz said as Peter backed up to get a better shot.

"That is impossible," Peter said as Ned looked at him a bit impressed.

"Nice choice of words there Peter," Ned said quietly as he went with the rest of the class.

As Peter was taking pictures of Liz, the spider that escaped began to crawl down a web towards Peter's hand. Peter was too distracted taking pictures that he did not even feel the spider landing and crawling on his hand.

"Thank you," Peter said as Liz smiled and left. As soon as she turned her back to him, the spider bit Peter's hand as he shook his hand and saw the spider crawling away on the ground. He had knelt down to get a closer look at it before it disappeared into a small crack into the wall. Peter looked at his hand saw the bite was pretty big, and it was glowing a bit. "That can't be good," Peter said as he started to get a slight headache. Before he had time to process it, his teacher had called him over.

U.A

Peter paused as he caught his breath. Everyone was completely taken into his story now since he finally got to the part where he got his powers.

"So let me get this straight Parker?" Bakugo began, "You took pictures of a girl, and some stupid lab spider came down and bit your hand?"

Peter shrugged his shoulders, "Yeah that is it. But that is not how Spider-Man was born."

"That is pretty stupid," Bakugo said as Peter rolled his eyes.

"What? Did you expect me to eat the spider?" Peter said sarcastically.

"Now where was I? Oh yes…"

Aunt May and Uncle Ben's House

Peter had gotten home, and his headache was worse than before, and to make things worse, he was so close to passing out. Once inside, he went straight for his room as he just wanted to sleep now. He took off his shirt, but fell over onto the edge of his bed and rolled off the bed onto the floor. He barely had enough strength to grab his blanket as he soon passed out.

Peter woke up with a shock. He instantly sat up and realized he was on the floor. Peter got up quickly and groaned. "Damn...what happened?" He said as he reached for his glasses and put them on. Curiously, his eyesight was blurry. Peter's face twisted before taking the glasses off, and to his surprise, he could see perfectly. He put them on and took them off over and over as he was very confused. "Am I dreaming?" Peter said as he punched himself, unknown of his strength yet, and bent over in massive pain. "Oh…yep….not dreaming at all." Peter barely said out as he looked up, "When did I get so strong?" Peter then looked in his mirror and saw something rather…..perplexing, but awesome. "Wow…uh…Okay, I can dig this, but how did I…" Peter checked out his body structure in the mirror. His previous wimpy body was now toned out with obvious muscle and a complete six-pack on his abs. Peter looked at his hand and remembered the bite from the spider. Then it clicked in his head. "The spider that bit me. That was one of the 'Super Spiders.'" Peter mumbled.

"Peter? Are you okay?" Aunt May called out as Peter took his mind off himself for a second.

"Uh, yeah…I'm great actually!" Peter said happily as he put on a shirt.

"Good because it's time for you to leave for school!" Aunt May said as Peter shocked to hear this.

"How long was I asleep?!" He said as he grabbed his backpack.

Peter had missed the bus, but oddly enough, he didn't need to get it as he was able to get to school on time by running without breaking a sweat. "This is very useful indeed! I hope there are no drawbacks to this!" Peter thought as he made it to school on time. The school day, in the beginning, went well as he had no trouble whatsoever with anyone.

It was lunchtime, and Peter was sitting with Ned, but Harry was elsewhere at the moment so it was just them two.

"So Peter, what happened yesterday? You didn't return any of my calls or texts. I even tried e-mail once to see if that worked." Ned asked as Peter swallowed his food and looked at him.

"Yeah sorry. For some reason, I was feeling extremely tired that I literally passed out when I got home and only woke up this morning." Peter said as Ned looked very surprised.

"Wow! Really?! That is so weird! Maybe you have sleep powers or something now." Ned said jokily as Peter chuckled.

"That is quite useless if it only affects me," Peter said as Liz was walking by with her food in hand. Peter looked at her passed by as suddenly he felt time slowing down for him. Something started to take over it told him to move. Time went back to normal as Liz slipped on spilled milk as Peter caught her, and managed to catch her food perfectly without letting any of it fall to the ground.

"Oh wow! You have great reflexes!" Liz said in shock and with a big smile at Peter.

Peter looked at the food for a moment then at Liz, "Either that or God is real because this feels impossible to do." Peter said as he helped her back up and gave Liz her food.

"Your eyes...your glasses are gone, did you get contacts?" Liz asked as Peter began to stutter.

"Uh… well...yeah I uh did um...get contacts. Yup. Glasses broke." Peter said as he smiled a bit awkwardly as Liz smiled still.

"It suits you. The glasses didn't look so great." Liz said as she walked away with her food.

Peter was left stunned as his thoughts were racing in his head, "Oh my gosh did she just say I look attractive without my glasses?! She knew I worse glasses?! ….So she has actually noticed me once?!" Peter then looked to Ned was had his mouth wide opened.

"What was that?" Ned asked.

"I know right?! Liz actually-"

"Not that! I mean the whole *whoosh* caught you and your food thing?! What was that?!" Ned asked as Peter didn't know what to say.

"I…I have no idea. I just felt something come over me." Peter said as Ned smiled widely.

"Duuuude. You are like some type of super person! I wouldn't say hero, but you are probably her's right now!" Ned said as Peter stuck out his hands.

"Let's not get ahead of ourselves here!" Peter said as he took one step, and slipped on the milk himself. What followed was ridiculous. Peter's hand hit the edge of his tray as all of his food was thrown into the air and hit Flash on the back, which caused an uproar of laughter at the table he was sitting at. Peter got up and looked where his food went, then he mumbled to himself. "Oh, crap…" Peter got up and began to walk fast out of the cafeteria as Flash looked around and saw Peter exiting the cafeteria.

At first, Flash was surprised that it was Peter who had pelted him with food, but that shock turned to anger quickly. "Parker," Flash growled as he tightened up his fist and followed him

"I better go get Harry before things get… 'Harry'," Ned said as he got up and went to find Harry. "And this is why you don't have a girlfriend Ned. I know Ned."

Peter was walking fast to his locker as he did not want to face Flash. Flash was big. Flash was strong. Flash was the captain of the football and a real big hitter. No one messed with Flash. "I hope he doesn't catch me, or Aunt May is going to have bury me next to my parents," Peter said to himself as he got to his locker and opened it. He had no idea what he was doing, he was just doing things to get his mind off of what happened.

Suddenly he felt it again. Time slowed down but was able to sense out everything around him. He felt everyone walking and what direction they were going, he felt the spitball being spat through the straw, he felt Flash's fist about to hit- wait what?

Peter dodged to his right as Flash left a big dent in Peter's locker. "Oh my god!" Peter yelped out as he looked towards Flash. A crowd was quick to gather as everyone looked on and saw what they assumed was dead meat.

"Think you are pretty funny now Parker?!" Flash yelled out as he looked down at Peter as Peter circled away so he wasn't trapped behind his locker.

"Flash drop it! It was an accident!" Liz said as she came to Peter's aid.

"Yeah, my fist breaking his face will be an accident!" Flash said as Peter looked at him scared.

"I-I-I-I-I don't want to fight you Flash," Peter said with obvious fear in his fear.

"Neither would I," Flash said as he threw a sharp right at Peter, only for him to miss as Peter dodged it. Flash threw a left punch, but Peter dodged that one too. Some of the students were already impressed as they thought Peter wouldn't be able to dodge just one. Flash went again and threw another right punch as Peter dodged it again. Peter looked at Flash's arm as it seemed time slowed once more for him.

"Huh…this is weird. A side effect of the spider maybe?"

Flash backed up and went for a clothesline as Peter ducked limbo style as he saw Liz. "Uh...hi Liz." He said awkwardly as he got up. Now many of the kids were impressed with Peter. Harry and Ned caught up to the fight as they were next to Liz.

"Harry! Help him!" Liz said worried that Flash would do more damage to Peter now.

Peter looked on and felt a sudden danger behind him as he jumped high and did a single backflip while the guy that was behind him missed. Everyone was surprised as the crowd cheered for Peter as Harry, Liz, and Ned looked on.

"Yeah uh...which one should he help?" Ned said as he has never seen his best friend show off this level of athleticism.

Peter looked around for a second before looking forward and seeing a confused Flash and one of his goons. "Uh...he's all yours man." The goon said as Flash pushed him away in frustration as Flash then began to throw calculated punches at Peter, only for Peter dodged them before blocking them.

"Okay, I have had enough." Peter thought as he grabbed Flash's fist before twisting it, which made Flash yell out in pain as he grabbed at his hand. "Step off!" Peter yelled out as he punched Flash and knocked him back several feet as he slid on the ground and stopped in front of a teacher. The crowd cheered more Peter as Peter felt great about himself, but he looked and saw Liz, Harry, and Ned all equally confused and looking rather disturbed. This made Peter feel really bad as he quickly fled the scene before any of his three friends could get him.

U.A

"Oh wow! You beat up your bully!" Mina said.

"Damn Peter! One day in and your already showing everyone you are not be messed with!" Kaminari added in.

"Heh! I would have done the same, Parker." Bakugo said with a smirk as some of his classmates were praising him while others weren't.

Peter looked at them and shook his head. "I not proud of it." Peter looked at all of them as everyone had gone quiet to listen. "For a second I was, but all of my friends looked at me like I was some sort of freak. I mean…that wasn't me. Plus, I did some crazy stuff that I had never done before, so I guess it did make sense that they would look at me that way. It was a misuse of my new powers. It felt so good, but it wasn't worth it." Peter said as Bakugo smirk faded away.

"Oh my gooooooooooooooood! You are just like Deku! A goody-two-shoes!" Bakugo said as he groaned, "And just when I started to feel good for you Parker!"

"Sorry to disappoint Bakugo, but that's just how I am," Peter said as he looked to Tsu. Tsu just had her black expression on as Peter smiled a little. "Anyways, back to the story…"

School was over, and Peter managed to get away fast so he wouldn't have to confront anyone yet. Everyone backed away when Peter was walking through, which only made him feel more like a freak. "Here's the setback I was talking about…"

As Peter was walking home, he picked up a newspaper from the newspaper machine and looked into it as he is walking down the sidewalk. He looked more into it as he read the news, The Garfield Comics, anything to take his mind off right now. Then he saw an ad that read, 'Need cash? Amateur wrestlers wanted! Earn $3,000 for three minutes in the ring with BONESAW!'

"I can do this…I have new powers and it makes me so much better. Might as well earn myself some cash then…" Peter mumbled as he gripped the paper in one hand and ran home.

Once he got home, he went to his room and pulled out a notebook, pencils, pens, markers, and anything colorful. "Time for a suit design." Peter spent all day going through different designs as he wanted to earn that cash. He went through so many papers and pencils until he came across one design that stuck with him. The famous red and blue spiderman costume he currently dawns. "Perfect," Peter said with a smile.

The next day rolled by as Peter knew what he wanted to do. He had to get that money now, but he needs an excuse. "Eh...I'll just say I am going to the library," Peter said as he put on some clothes and a jacket. He quickly ran downstairs as both Uncle Ben and Aunt May were in the living room chatting. "Hey, I'm going to the library! I'll be back soon!" Peter said as he made for the door quickly.

"No no no wait! I'll drive you there." Uncle Ben said as he got up from his chair.

"No please, I'll take the train," Peter said as he did not want Uncle Ben to follow him.

"I insist, besides I need to run to market anyways." Uncle Ben said as Peter gave up and both left the house and into Uncle Ben's car.

When they got to the library Peter was quick to try and leave. "Thanks, Uncle Ben, I'll-"

"Wait, Peter, we need to talk." Uncle Ben said as Peter let out an annoyed sigh. "We haven't talked in so long, and your Aunt May and I are worrying for you."

Peter looked at his Uncle and tried to keep his composure. "I'm sorry, but I've just been so busy with school lately that I just want to get my stuff done already."

"It isn't just that Peter. Look, you are skipping your chores, you are doing these weird experiments in your room, and you are starting fights at school." Uncle Ben said as he started his case against Peter.

"Okay, I did not start that fight I told you that already!" Peter said as he raised his voice a little.

"Yeah, you sure as hell finished it."

Peter put on an frustrated and irritated face, "What was I supposed to do? Let him beat me up or run away?"

"No Peter I just…" Uncle Ben sighed and looked at his nephew, "Pete you are changing, I know that. I went through a change myself when I was your age."

"Yeah, but it wasn't the same as mine."

Uncle Ben was getting a little frustrated himself, but he did not want Peter to see that so he kept himself calm as he continued his talk. "Peter. These are the years when a man changes into what kind of man he will be for the rest of his life. Just be careful who you change into." Uncle Ben explained as Peter looked down a bit, then back at his Uncle. "This kid, Flash Thompson, he probably deserved what he got, but just because you can beat him up doesn't give you the right too. Remember, 'With Great Power, Comes Great Responsibility.' " Uncle Ben said with a smile on his face to reassure Peter.

Peter, however, took the advice wrong and spoke out, "Are you afraid I will turn into some kind of criminal?" Uncle Ben looked down and back up in disappointment.

"No, I-"

"Quit worrying about me okay? Something is different about me, yes, but I will figure it out. Stop lecturing me about these things please?" Peter said a bit demandingly.

"I didn't mean to make it sound like that and I don't mean to preach. I know I am not your father-"

"Then stop acting like you are! My dad is dead, and you are not my dad!" Peter said as the car went quiet. Uncle Ben looked hurt; more hurt then Peter has ever seen him.

Peter instantly regretted what he said, but Uncle Ben looked away while nodding his head. "Right…I'll pick you up here at ten…" Uncle Ben said sadly as Peter didn't know what to say. Peter got out of the car and slammed the door shut as Uncle Ben drove away. Peter looked at his hand and clenched his fist tightly in rage, but he let it go as he waited for Uncle Ben to drive out of sight. Once he did, Peter walked in the opposite direction of the library.

U.A

Peter took a deep breathe after he explained that painful part of his origin as most of the students looked a bit disgusted at him, but no one said anything to him since there is no point to saying anything.

"Yeah, I know. I'm still ashamed of myself to this day. He didn't deserve my rage or those words. My dad died, and Uncle Ben tried his best to fill in for that spot. All I did was slap him in the face with those words…" Peter looked at them, then to Aizawa, who Peter could tell was also looking at him with some disgust.

No one would say anything, and when he looked towards his friends, they all showed the same expression, but Tsu didn't as Peter couldn't tell if she was judging him or not behind that blank expression. Peter looked forward again and grabbed the edges of the podium a bit. "I'll skip the wrestling match to save time, and it isn't that important. What truly is important is what happened after the match…"

Peter had won the match in two minutes, one minute less than the advertised time. Bonesaw may be intimidating to some, but with these new powers, Peter was better now in every way. Peter made his way to the back to get his payday, maybe he'll get even more for beating the guy and for doing so under the time.

Once he got to the back, the boss was smoking a cigar as he was counting his money. Without looking, he slipped a $100 bill towards Peter as Peter stood there waiting for more cash. The boss looked at him and scoffed, "What are you waiting for? Get out of here kid."

Peter was confused now as he looked at the money, "$100 bucks? The ad said $3,000." Peter said as the man then looked at him with obvious annoyance.

"Did you read the ad correctly? It said three grand for three minutes. You beat him two minutes, not three, and you should feel lucky I even gave you that money." The boss said as Peter looked at him with contempt.

"Are you serious?! I need that money!" Peter said loudly as the boss fully turned to him and slammed his hands on the table with a frown.

"I'm sorry, but I missed the part where that is my problem boy!" The boss retorted. Peter didn't want to waste time with this scumbag anymore. He grabbed his $100 and left the room, but as he left, another man came in at the same time as Peter held the door open for him and walked towards the elevator.

Peter reached the elevator and pressed a button on it. Then he heard a loud yell that caused him to turn around and saw someone fall over after getting hit from an object. Suddenly, the man who entered the room was rushing out with a bag and a pistol at his side. "Hey! Stop that man! He's got my money!" The boss yelled out through the door as an officer began to chase him.

The criminal was running to him as he obviously robbed the boss. For a moment, Peter thought if he should stop him, but the boss didn't own up to his promise and cheated Peter out of three grand. Peter was livid at this, so he did act. He stepped aside as the now criminal got into the elevator and pressed a button. "Thanks, kid…" The criminal said as the elevator shut before the officer could reach him.

"Damn it!" The officer then looked at Peter with fury in his eyes, "Why did you do that for?!" He said as he wasted little time and made his way down the stairs and alerting the other cops nearby.

The boss ran to Peter and looked at him, "You could have taken that guy apart. Now he is going to get away with my money." He said in pain as a big bruise was forming on his forehead.

Peter looked at him in spite and said coldly, "I missed the part where that's my problem." Peter simply said as the boss looked at him with rage, but left as he had more important things to worry about then this kid.

Peter had left the building, and it was night time already. He had stayed in that building a lot longer than he originally wanted to, and it wasn't worth the stay either. As he was walking down the sidewalk, he noticed a bunch of police cars were driving by with their sirens roaring. "Most likely hunting someone down…" Peter said as he noticed a crowd forming around and police telling them all to back up.

Peter got curious what was happening and entered the crowd as he moved some people out of the way, "Excuse me. Pardon me. My bad." He said as he got to the front and what he saw made his mind go blank and his whole world shattered. Uncle Ben was on the ground, groaning in pain with a pool of blood under him that was only getting larger. "UNCLE BEN!" Peter shouted as he got through the officers and the rest of the crowd. He picked up his Uncle's head and looked up. "What happened?!"

"He's been shot, the police are looking for the man! The paramedics are on their way!" One of the officers told him as Peter looked down at his Uncle.

"Uncle Ben!" Peter said as he felt tears forming in his eyes.

Uncle Ben moaned in pain as his breathing was shorting fast. He barely moved his head a bit and saw Peter. "P….Peter?" He said weakly. Peter grabbed his hand and held it as he looked at his dying Uncle.

"Uncle Ben, it's going to alright. I'm here. It's going to be alright, just please stay with me. Don't go to sleep!" Peter begged him as his tears were now rolling off his cheeks. "The paramedics are coming Uncle Ben. It'll be okay."

Uncle Ben smiled weakly as he looked at Peter, "Peter…I love you…" Uncle Ben barely muttered out as his smile then faded, his eyes shut slowly, and his head rolled back.

"No. No no no no! Uncle Ben no!" Peter felt for a pulse and he felt nothing. Peter was now fully crying as he kept talking, "No! Uncle Ben no! Please don't go! Uncle Ben! Don't die! Please no! Oh god please no! Uncle Ben! Uncle Ben!" Uncle Ben's hand slipped through Peter's hand slowly as the paramedics arrived.

"They found the guy! He's on fifth avenue heading south, and three cars are in pursuit of him!" One of the officers said in his walkie talkie as Peter heard that. His crying stopped as he looked up. His mind held nothing but one thought: Vengeance. Peter knew how to get there fast as he got up and ran straight through the crowd with furious rage.

"When I find you! I'm going to kill you!"

Peter ran into an alleyway and ripped off his clothes as he had the wrestling attire under it. A red jacket, blue sweatpants, and a red mask that covered all but his eyes. Peter then jumped onto a wall and hastily began to climb it, not caring if he gets caught or not. Once he reached the top, he jumped and grabbed onto a metal flag pole before swinging himself onto another roof and continued running until he jumped onto an AC unit. Once on it, he saw three police cars heading south in pursuit of his Uncle's car. "There you are you bastard!" Peter said as jumped onto another rooftop and began roof hopping again as he followed the car chase. "I got bitten by a spider, so where are my webs?! That would come really handy right about now!"

Peter leaped onto a smaller building and kept going down more until he was close enough to ground level. Peter then jumped off the building and landed on top of his Uncle's car. "What the fuck?!" The killer said as Peter's fist went through the roof of the car and grabbed at his face. The killer quickly grabbed his gun and began to fire rounds into the roof as Peter jumped off and onto a semi-truck that was next to him. He rode the truck for a bit until he saw he was getting away.

"Oh no, you don't!" Peter yelled out as he leaped off the truck and landed onto the hood of it. Peter punched through the windshield as the car then took a sharp right and was heading straight for a gate. Peter jumped and crashed through a window as the car hit a wall. The killer got out of the car quickly as he grabbed a bag and his gun and headed into the building.

"What the fuck was that thing?!" The killer said as he got inside. The police cars had pulled up in front behind the car as officers got out of the place and turned on their flashlights. Some stayed outside while others moved in.

The killer held his gun out forward as he looked around cautiously. He then reloaded his pistol as he heard a noise. "Who's there?!" He shouted as a light passed over on the wall and he saw a figure. He fired his gun several times as the figure got away. "Get away from me!" The killer shouted as he backed up, then he saw a door. He ran to it but crashed into it as it was shut tight.

Peter wasted no time as he grabbed the killer from behind and slammed his head into the door twice before throwing him aside. The killer pulled out a knife and swung it, only for Peter to catch his arm and twist it harshly. The killer yelled out in pain as he dropped the knife. Peter then snapped kicked him back into a window as it cracked from the pressure. Peter ran to him and put both his hands on his collar as he lifted him up. "No please! Give me a chance!" The killer begged as Peter took off his mask.

"Did you give my uncle a chance?! Right before he shot him dead in the middle of the sidewalk?!" Peter roared as he punched the man once and slammed him onto the wall. A light flashed into the room and revealed the face of the criminal.

Peter couldn't believe who it was. He knew this man because he had just seen him. Peter's memory flashed back as this killer was the same criminal he let go back at the wrestling arena. The same criminal he let rob the scumbag that screwed Peter over. "Thanks, kid." Peter then imagined the man shooting Uncle Ben on the sidewalk.

Peter released the man and backed away as he was in shock still. The killer laughed a bit as he pulled out his gun and aimed it at Peter's head. "See ya kid." The killer said as Peter quickly swatted the gun away and broke the killer's wrist. "N-no!" He said as he backed up and tripped on a pipe as he fell backwards and through the old, weakened window. Peter reached out to grab the criminal to save him but missed the killer's hand as he plummeted down below to his death. Peter looked out the window and down below as the killer was on the ground lifeless.

"Freeze! We have the place surrounded!" A cop yelled out from outside as Peter looked up and realized heard his senses felt danger and footsteps coming towards him. Peter quickly jumped climbed out of the window and began to climb the building as he made a quick escape from the place.

Peter made it home quickly without a cop trailing him. He quickly made his way inside, ran up to his room, tore off his clothes, put on new ones and jumped onto his bed and sat there. Nothing was said. All Peter could feel was the guilt rushing over him. "I…could have stopped him….if I had stopped him before….Uncle Ben…he….he…." Peter then heard a knock on his door as Aunt May walked in having looked like she cried already. Peter said nothing as he looked down while Aunt May made her way into Peter's room and sat next to him.

"I miss him a lot Aunt May…I…I wish he was here…" Peter said without looking up.

Aunt May wrapped an arm around his shoulder and pulled him closer to her. "I know. I miss him too." She said as her voiced cracked a little. She took a deep breath said, "But he was there." Aunt May said to Peter.

Peter looked up at Aunt May and spoke with a broken and guilty heart, "I can't help but remember our last talk. He was trying to tell me something, something very important, but all I did was throw back at his face…" Peter said and rubbed his eyes, trying not to cry again.

"You loved him, and he loved you." Aunt May looked into Peter's eyes as she spoke to him, "He never doubted the man you'd grow into. How you were meant for great things. You won't disappoint him." Aunt May said as Peter hugged her tightly. Aunt May hugged him back gently and kissed his forehead. "He'll always be with you in your heart no matter where you go Peter."

"I just wish I could tell him I'm sorry, and that I love him so much…" Peter said as his tears began to run down his cheeks again.

"He already knows you were sorry, and that you love him so much. Your Uncle Ben knew that already, and I'm sure where ever he is, he forgives you." Aunt May said as Peter did not let Aunt May go as both of them stayed there and began to grieve for Uncle Ben.

U.A

"...and that is my origin of how Spider-Man was born…" Peter said with his head down. Every time he told his origin to anyone, just remembering the burden of guilt and the reason why Uncle Ben is dead always hurts him. The pain never goes away.

No one spoke a word this time. Everyone thought that since Peter was always a happy go lucky guy that his origin might as well be it too, but no one expected that Spider-Man was born partly because of guilt, regret, and an act of selfishness that cost him a loved one's life.

Peter sighed once more and looked up with a weaken smile. "Yeah...Uncle Ben's murder is a big reason why I became Spider-Man, but his words are the main reason why. 'With Great Power, Comes Great Responsibility.' Those words can describe Spider-Man as a whole because I do my best to live up those words no matter what. Spider-Man isn't just an idea, a superhero, or another hero name. Spider-Man is a symbol of hope. I want people to look at Spider-Man and remember that symbol when they see Spider-Man anywhere because I want people to be inspired to be a hero and have hope. I want people to understand my Uncle's words. I want people to look at Spider-Man and feel safe knowing that he is around to save them when they need him. Spider-Man may have a dark origin, but whenever he is around, he shines a light on those who need a hero for any reason whatsoever. As I said before, I don't do this for the fame; I don't do it for the glory, the money, the girls, the popularity, nothing. I do this because I want to protect those that cannot protect themselves from greater forces." Peter stated as he bowed to his class.

Before he walked off, however, the class began to clap for him as Peter looked at them once more and blushed slightly from embarrassment. "Oh please, I don't need this."

"I think we can all learn something from you, Peter," Aizawa said as he walked up to Peter. "Indeed, your actions were wrong in the beginning, but you use your powers to make up for it and live to your Uncle's words. That is noble indeed, and something a hero does." Peter bowed to Aizawa.

"Thank you, Mr. Aizawa," Peter said as he stood up and walked to his seat.

"Considering we are the last class today, and we have limited time. Declare class over. Have a great rest of the day." Aizawa said as he walked out of the classroom.

Most of the students walked up to Peter as Peter looked at them all a bit shyly now as he knew what was about to happen. "Hey…" He said lowly.

"We're sorry that happened to you Peter, we…all of us had no idea that your story would be painful," Mina said.

"Yeah, had we known I'm sure the lot of us would have left you alone about it." Kirishima shared.

"Though you were hurt by it, how you overcame it all and became the person you are is something to very proud of yourself Peter." Iida praised Peter.

Peter got up and smiled at them all. "You know, I never said this but…when I first came here, I really thought I was going to be a wallflower again. But as it turns out I am not and I am so grateful for that honestly because I am tired of that lifestyle." Peter looked around at them all with great happiness, "I am so happy and grateful to have you all as my friends. Though I miss Aunt May, Ned, Liz, and Harry greatly, you guys help ease that pain. Thank you guys for being my friends." As Peter finished, Uraraka, Deku, and Yaoyorozu hugged him as he laughed a bit. "Aww, you guys are sweet." He then looked towards Tsu, who was just looking at them all with a blank face, but Peter knew she was happy inside.

"And we are grateful to have you as a friend to Peter," Deku said.

"Yeah, you really help us when we need you, and you know how to inspire us all to do better." Yaoyorozu smiled at him with a light blush.

"Peter, you are so sweet it's almost hard to ever be sad with you nearby. You just give off this aura of happiness to anyone who is around you!" Uraraka expressed.

"I do have one question, Peter," Yaoyorozu asked.

"Shoot."

"When did you make your web-shooters? You never mentioned about shooting any web in the story." Yaoyorozu asked as Peter looked at her with a brief smile.

"I made them two days later. I had the parts and the chemicals, and all I needed was the correct formula. It took me two days to make, then I tested it for a bit, and well...the rest is history."

Peter hugged the three of them back the best as he could until they all moved apart. "Heh…I don't know what to say to that, but thanks I guess." The bell rang as school was over now. "Well. I guess I'll see you guys on Monday."

"Hey Peter, you have a phone right?" Kirishima asked.

"Yeah, why?"

"Can I have your number bro? Might text you later or something?" Kirishima said as Peter whipped his phone out.

"Yeah sure. Anyone else?" Everyone pulled out their phones as Peter chuckled, "Might as well make a group chat in this case."

"We should!" Mina said loudly as the others agreed.

"Alright, I'll make it." Peter then looked at Tsu, "You want in to babe?" He asked.

"Yeah sure, I might not respond, but just add me anyway," Tsu said as she too had her phone out.

Peter added everyone to his phone, and then to a group chat as they all looked at each other. "This will be fun, I hope," Peter said as everyone got their bags and left, only leaving Deku, Iida, Uraraka, Tsu, and Peter. "Taking the train, right?" Peter asked as they all looked at him.

"Nah, we have another mode of transportation." Tsu sarcastically said which caused Peter to roll his eyes.

"Haha very funny," Peter sarcastically responded.

"It was funny," Uraraka said as Deku nodded.

"You brought that on yourself," Deku said with a chuckle.

"Indeed you did Peter," Iida added in.

Peter looked at them and threw his arms up a bit, "Thanks guys, I really love your back up."

Tsu lightly giggled at this, "I guess they prefer me. Kero."

"Who wouldn't?" Peter then grabbed her hand and looked at you, "You're so cute and beautiful that anyone with an eye can obviously prefer you over this geek."

Tsu lightly punched his arm, "You forget I am one too, I just choose not to say much about it. Kero."

"Aww how cute." Uraraka giggled at them as the couple looked to her.

"Be quiet." Both of them said as Uraraka shook her head no.

"We're wasting time here, and we will miss the train if we do not hurry out now," Iida stated as everyone got together and left the room.

"Hey, babe." Peter looked at her as they walked out.

"Yeah, Spidey?" Tsu looked back at him.

Peter gave her a smile and kissed her gently, "I'm really happy to have met you."

"Me too Peter. Me too. Kero." Tsu smiled back and kissed him back as she grabbed his hand and held it.

? ? ?

"Oh? What do we have here? *picks up an old newspaper* USJ attacked by villains and a class from U.A consisting of 21 students defended themselves from this vicious assault. Two students, however, were hospitalized with serious injuries, one of the whom was life-threatening. Any information regarding the two or any of the students will not be revealed so their identities may remain hidden from those that could target them. " *Throws it back on the ground* "If anything, that is where he should be." *Looks behind* "Come on, let's move."