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PROLOGUE

*11 years ago (No POV)

Peter is taken out of the car as his dad and mom take him towards the door of his Uncle Ben and Aunt May's house. As they go inside they put Peter on the couch.

"Now Peter stay here, your mom and I need to speak with your Aunt and Uncle in the kitchen alright?" His dad says and waits for Peter to nod, which he does, and he ends up staying there with his bag, already knowing he is staying with his Aunt and Uncle again until his parents return from whatever trip they are going to this time.

After their done with the conversation his mom and dad come back to him ready to go. His dad squats down to his level to explain everything to him. "You are going to stay with your aunt and uncle okay? Your mom and I have to go somewhere, we have things to do." Peter's dad tells him.

"No, dad, please, I wanna go with you and mom." Peter says as he keeps shaking his head.

"No Peter you stay here, we'll be back soon to get you." He says as he gets up so that Mary can have- hoping they won't be -the last words with their son until they come back.

But instead of saying goodbye as it is too much for her she starts telling Aunt May and Uncle Ben what he likes. "He doesn't like the crust on his sandwiches, cut off the crust. He also likes to sleep at night with a small light on." She finishes saying while she sobs, she wants to say more, but she is pulled by Richard as he is getting desperate to leave as he considers that the more they stay there the more they are endangering their child.

"Come on, let's go." He says as they go out the door into the night of Gotham. "Be good." are Richard's last words to him before they go into the car, and as Peter looks at the car leaving his aunt lowers down to his height and pulls him close to her hugging him from behind as she tries to help him cope with his parents leaving him yet again.

*9 years later (Middle of 7th grade) (Peter's POV)

I started to go back into school, as today marks 9 whole years that my parents left me, I still don't know what happened to them, but I feel like my aunt and uncle do, but they're just waiting for me to grow and understand better, at least that's what I overheard. I was walking in the direction of Mrs. Smith's science class, in which I am proud to say I have an A in, highest in the class, well, followed closely behind by Barbara Gordon. To tell the truth, we have never spoken and in my opinion it's going to stay that way. Anyways I was going towards my seat, as yet again Flash trips me on the way there and when it happens the whole class starts snickering until Mrs. Smith walks through the door.

"Ugh, Peter this is starting to be a routine now ain't it. Get up and go to your seat." She said as I happily took her orders and went to my seat... which is in a group table... all by myself. When I finally sat down she began to start the class. "Okay kids, today we have a new student in our school, so let's make him feel welcome, shall we? Come in Harry." She said silently to the boy that was outside the classroom, nobody could get a good look until he came in, and when I saw him I was completely surprised to see who it was. "Well, tell them your name." Mrs. Smith asked of him.

"Hi, my name's Harry Osborn." He said as I was still flabbergasted by the fact that I was gonna be in the same class as the son of one of the greatest men and successful as well that rivals the tech and bio-properties of WAYNE Enterprises, the son of Norman Osborn, owner and CEO of OSCORP. The teacher told him to sit down and as he did he sat at the other table by himself, I was willing to go and try to befriend him, but of course since he was so well known and wealthy Flash was going to try to abuse any friendship he could get with him, so I decided not to go, to save any physical abuse I could receive from him again. As we started class me and Barbara were asked to let other students answer her questions today, in which made Barbara send me a glance and a smile, but I totally ignored, as I just didn't want to push my luck, because if I got that smile and returned it, and Flash saw it, it would be another swirly day.

*1 year later (8th grade)

"I officially hate Flash to the core of my heart, he decides to take my bike and not just ride it, oh no, he has to freaking destroy the wheels as well, *sigh* at least the tires are fine, maybe I can fix the wires." I said to myself as Flash had another fine day of ruining my life, and what better way than doing that than destroying my bike... and in the middle of a thunderstorm, so I am betting I'm not gonna be in school for a whole week since I am having a high risk of getting a cold. But then out of nowhere I hear a car stop behind me, I turn around to get a better look and I was wrong... it was a limousine. The window comes down and I see none other than Harry Osborn's face.

"Hey, Peter Parker, right?" He asks me, in which I clearly nod, and he says the best thing a person my age could say to me at this moment. "It's me Harry Osborn, you know, from school. Put the bike in the back and get in." I do what he tells me putting the bike in the back and then going into the limo apologizing for getting the car wet as I was literally drowning outside.

"No problem." He tells me.

"Thanks, Harry, you didn't have to." I say afterwards.

"Again, no problem." And to my surprise his father is right there in front of me looking at me up and down. I decide not to say anything, but Harry introduces me. "Dad, this is Peter. The kid I was telling you about, you know, the one that always gets beaten up." Harry said in which baffled me. I mean he talked to his dad... about me. I mean sure I feel embarrassed about the fact that it's about me getting beaten up, but still... about me.

I look back at his dad, and he looks at me. "It seems like you could use some friends, Peter." He tells me in which I totally agree too.

"That'd be cool." Was my actual answer and even though I don't stop smiling I still mentally facepalm.

"And perhaps you'll be a friend to my Harry, you see he needs help to keep his mind in his studies." Norman tells me while looking at Harry which only receives a sigh from Harry and a response back from him.

"I wish you'd stop micromanaging my life."

Which only gets Norman to frown even more and gets the last word. "Give me reasons not to."

I try to get into it to brighten the mood. "I just met you both, but I think it's great you have a dad that cares so much." Which receives a question from Harry's dad.

"It sounds like you speak from experience, you're father does the same?" In which I answer truthfully.

"I never knew my dad sir, but my uncle Ben busts my butt when I get out of line." Which receives a smile from him and a question directed to Harry.

"And Peter's none the worst for that isn't he Harry?" Which doesn't get an answer from Harry, but he just turns to me.

"Heh, he's smiling." He says to me with surprise in his voice smiling himself looking at me. "My dad's actually smiling. How'd you do that?" He asks me in which I answer yet again with my own smile.

"It's a gift." As the rest of the ride to my house is quiet and from then on forward, me and Harry became best friends.

*Present time. (Gotham Academy High School) (No POV)

Peter and Harry were both standing outside of the school entrance of the high school looking at it all, watching students walk into the school as they both sigh together, knowing they are gonna have some rough years ahead of them.

"So the great mind of Peter Parker, are you ready for high school?" Harry asked Peter as Peter looked back at him with a raised eyebrow.

"Oh and what does deep pockets have to say?" Which only got a smile from Harry.

"Touché." Harry remarked as they both started walking inside and Peter couldn't even take his first step inside the school grounds before being pushed aside by Flash.

"Out of the way Parker." He said as he laughed with his group of friends.

Peter just looked at Harry and gave him the most desperate look ever and just took a deep breath. "Why is he even here? Didn't he fail most of his classes because of doing no work?" Peter asked Harry which reminded him.

"Dude don't you remember you did every single piece of work for him, the teachers last year thought he was a genius." Which caused both of them to laugh at that. Even if it was at Peter's suffering he had to agree that that, by itself is hilarious. Peter stops laughing as he spots the girl that in Harry's case says that he stalks too much, he will totally deny it, but taking pictures of her from afar with his camera could prove otherwise, as he is doing right now, in which Harry notices.

"Dude what the hell, when are you going to walk up to her and say something?" Harry asked Peter as Peter just acted casual like he wasn't doing anything."I have to applaud, your acting clearly fooled me, you totally weren't taking a picture of the great Barbara Gordon sitting over there." Harry said in the most sarcastic tone anyone could ever produce drawing a glare from Peter.

"You know, she is just beautiful and the camera adores her." is Peter's defense.

"You sure it's the only thing that adores her?" Harry shoots back. "Why don't you go up to her and tell her that yourself, come on Pete, talking to your long lasting rival- achievement level speaking -isn't going to hurt anyone." Harry said to him. Which drew a pensive face from Peter. "You have her as your freaking screen saver for god's sake." Which made Peter react to what he said by covering his mouth.

"You know, you could say it louder, after all, I do want all of Gotham to know that the girl that I love is one that I don't even talk to, and yet, I have her as my screen saver." Peter said strained through his teeth, giving him one of his worst glares.

"You're right, you're right... that's why I'm taking you over there." Harry said getting behind him and pushing him in the direction of his biggest fear, talking to a girl.

"Oh hell no." Peter said doing a 360 stepping aside not allowing him to push him any farther. "Last thing I need is your help, and what help would it be me just being there like a broken disc, stuttering like a maniac." Peter said to him.

"Dude just go and make some small talk, we have..." Harry said as he then looked at the clock that was outside of the school. "Seven minutes till class starts, so just go. Y'all have brains, and that's as similar as y'all can be, talk about different theories and thesis', or something." Harry said which made Peter go back to his thoughts and decided it was time.

"You know what Harry, you're right, it's time I finally talk to Barbara Gordon." He told him.

"Why would you need to speak to Babs?" Someone said behind them, which scared them so hard it caused their body hairs to go straight as they jumped high and turned around faster then they ever thought they could. And they realized it's the other genius of the 3 musketeers, Dick Grayson.

"Oh, hi Dick, see you're still a ninja, how was your summer?" Harry asked him hoping to change the subject.

"Pretty good actually, but you didn't answer my question." He said not letting it go.

"Look Dick, I know you are possibly the closest friend Barbara has, so I think it's time you knew." Peter said. "Hopefully you won't be a snitch and tell Barbara about it." Peter muttered. "I have liked Barbara since 7th grade." Peter said to Dick with his eyes closed expecting him to laugh so hard he'd explode, when he didn't hear laughter and opened his eyes all he saw was his still face.

"Yeah, what else is new?" He said which left Harry and Peter slack jawed.

"You have known the whole time!" Peter whispered/shouted at him.

"Dude if you haven't noticed, all those smiles, all those glances, they were because she knows it too. And if you don't hurry, it won't be long until someone notices the beauty that she is." Dick said to them, which only let Harry with eyes wide open, and Peter speechless. And that's when they heard the bell ring and when Peter turned around Barbara wasn't there anymore, probably on her way to one of her AP classes, he guessed.

The three of them started walking into the school, and Peter went directly to his class of AP Calculus, as his Placement test already put him with senior level school work, same as Barbara and Dick, and thanks to Peter's help to study, Harry as well. Luckily the three of them had the same first class, so they walked together on the way to class, talking to Dick about his revelation towards them.

The whole day of school went just the same to Peter... totally uneventful, except for when it took Dick to go to the bathroom for like 20 minutes of class in 4th period, which was totally suspicious to him, wondering what he did in all that time, in which he obviously was able to convince the teacher there was a specific reason.

He also found out in 5th period that all the four of them, Barbara, Dick, Harry, and himself were in the same AP Chemistry class, unsurprisingly joined by Flash, and his two guys... which he hated. Peter luckily was able to avoid Flash for the day outside of classes so no bruises on the first day of school which counted to him as a win.

*Weeks later

Peter was posting a picture of the debate club on the wall of the school when out of nowhere a football came flying from his right and hit him in the head making it jerk to the side. Turning his head to the sound of laughter in which was Flash, Kong, and Randy.

"Good morning Flash." Peter said trying his best not to make Flash angrier.

"Good morning, Puny Parker." Flash said putting emphasis on puny as he passed by him and then turned back around and fainted a punch earning a reaction from Peter satisfying himself.

As Peter let him go away, he went to the opposite direction which was his class, on his way there he met up with Dick as they had 2nd period together which was a Wayne Computer Class, this was the only class Harry didn't sign up for telling Peter that not even he could make him go anywhere near software developing, he just wanted to stick to the basics of Word, and PowerPoint. He didn't need much more.

Class went by fast mostly since he finished all his work in the first 30 minutes of class surprising the teacher and the students yet again, except Dick who finished 5 minutes before him. They were competitive in all their classes except this one, mostly because they both knew that if they faced Barbara, she would've beaten Dick's time by 10 minutes.

They went separated to lunch as Dick said he had something to do, on the way to lunch Peter saw Barbara seating on top of a wooden cafeteria table that was outside, she didn't see him as he took the picture.

He couldn't wait for 5th. They were all going to OSCORP thanks to Harry's dad. But on the way to lunch he heard something was going on not far from Barbara's position, he saw a bunch of people together rounded up as in the middle of it was Flash holding a kid he knew as Jackson upside down making him eat the food there. "Hey Parker, take a picture of this." Flash told him.

"I'm not taking a picture, put him down." Peter answered back, but Flash wouldn't give up.

"I said take the picture Parker." But Peter wasn't gonna do it.

"Put him down Flash." He said a little louder, since he didn't get his attention he used the ultimate weapon.

"Put him down! Eugene!" That made everybody around Peter, Jackson, and Flash shut up fast as Flash threw Jackson on the ground, and went after Peter who ignored him and tried to go towards Jackson, but got pushed back by Flash who later on punched him straight in the face with a right cross sending him to the ground. He picked him up and socked him in the gut, and while he was on the ground he kicked him in the stomach.

One more! Who wants one more!?" Flash shouted to the crowd, some answered with yells of yeah, while some remained silent, admiring Peter's bravery and others thinking he was stupid to even think of calling Flash by his real name.

Barbara stopped right behind Flash. "Flash are we still on for today, hmm, 6:30 my place?" She asked him mad that he did that to Peter after he was doing what he was doing to Jackson. "Because if I remember last time I was very disappointed with how you couldn't even solve a simple quadratic equation. So how about you go to class, ok?" She said to him, giving him The Look. Which not only put him in fear of her, but felt bad for what he did, seeing what reaction he got from Barbara.

"Whatever." He said to cover his 'tough guy' image as he left she turned back around to help Peter.

"That was amazing what you did, amazing, but stupid. I mean I think you are the only who would dare call Flash by his name." Barbara said as she helped Peter up and also helped him get his stuff. They went together to the nurse so that he could get checked out, Peter said he was fine, but Barbara wasn't letting him go that easy.

When they got there it took long for him to be treated, so long that it was already 5th period so they went together to their class, although they didn't speak to each other, mostly Peter's fault since he couldn't get a word out. But understanding this was probably going to be his only chance he built up the nerve to at least ask her out to talk.

"So yo- you thi- think that maybe, uhm, maybe I- I could, ok give me a second." He said as Barbara tried to hide a smile by the fact that he was having such a hard time asking her out. "OK, deep breath." He murmured to himself, and took it. "Ok so I was thinking that maybe if it's okay with you, that we could go out some time, you know just walk around the park, talk awhile as we get coffee, you know that sort of thing." He said to her.

"Yeah, maybe we can do one of those things, who knows, maybe both." She said smiling, making him smile and lose all nervousness around her. When they got to class they gave the permission slip to the teacher giving them a full excuse for being tardy.

"You two are lucky that Harry here was able to convince me to wait for you two, mostly you Parker, said that this was a dream come true for you, and that if you weren't able to go, you wouldn't sleep for a month." Mr. Walters said as Harry waived at him realizing who he was with so he also gave him a wink and a thumbs up, his way of asking did you do it? and Peter gave him a thumbs up making Harry celebrate bringing his fist up then down mouthing score.

"Well Mr. Walter, Harry is telling you the 100% truth, this is an opportunity of a lifetime for someone that loves science as much as I do." He said which got a smile from Mr. Walter.

*2 hours later. (OSCORP Tower) 4:00 PM

Everyone was admiring the beauty of science that was surrounding them inside OSCORP Tower, seeing everything that they found intriguing, everyone, but Flash and his two buddies of course, who were just waiting for the right moment to pounce on Peter.

Peter was taking pictures of his surroundings, as he did he realized he started focusing more on Barbara, who then started doing poses for him.

"Hope I don't break the camera." She said joking.

"You?... Never." Peter whispered to himself as he kept taking pictures until they got to where they had genetically enhanced spiders in which they were working on to see if there was anyway that they're venom could be used against powerful diseases like Cancer.

What no one knew, is that a spider was lose, now this spider was special as it was one of the very few to survive the experiments that were done on it 14 years ago. It started coming down on a web and landed on a table, a table in which Peter was resting his hand, the spider climbed on his hand. Peter felt a tingle in his hand, he looked down and saw the spider, and freaked causing the spider to bite, which caused him to shriek even louder as the pain was unforgivable. Peter squashed the arachnid afterwards, and rubbed his hand as the pain started to slowly subside.

Nobody noticed him getting bit, but when Flash heard him scream and saw the spider he used it as an advantage to exploit him in public. "Oh guys look, Puny Parker is afraid of a little Spider."

Peter couldn't hold his anger so he gave his own remark. "Says the guy that got his nickname for taking his pants off and running around rotating it in the air." Which got him a big glare and shiny teeth from Flash as he got angry as he didn't expect Peter to bite back. Flash decided to leave it to another day, after all, they were around expensive equipment, at least he knew that much.

"Woah, Peter, are you ok? You look a little pale." Harry asked him.

"I'm fine Harry I just didn't really sleep well last night, and I think some of Aunt May's meatloaf didn't land well." Peter answered back which was true, but he wasn't about to say that there was a possibility that he could've killed a multi-million dollar worth spider.

Well the field trip ended and soon enough they were heading home, in which Peter decided to go by train. He felt a little sick so he laid down in a space he found thanks to being the time that it was, after all, not a lot of people got on the subway at 7:30, people didn't know why, it just was a thing that happened occasionally.

As he was sleeping a middle aged man with a beer bottle in his hand decided to use Peter's forehead as a coaster. As the bottle kept sweating a drop slid down onto Peter's forehead waking him up, now what was totally freaky was the fact that his reaction landed him upside down on the ceiling of the train looking at the people upside down confused.

A woman was mad because now she smelled like beer, Peter fell from the ceiling, got up and walked towards her wanting to say sorry, and as he put his right hand on her shoulder her blouse for some reason stuck onto his hand. He tried to pull back, but to no avail, until the woman's obvious boyfriend pushed him away from her, but it ended up tearing her blouse. Which caused him to look away and the man to get even more pissed off.

"Are you kidding me? Are you kidding me?! Are you freaking kidding me!?" Were the man's words before he turned back to Peter ready to hit him. Since Peter was turned around thinking he could get him by surprise the man tried to attack Peter, when suddenly he got this sensation in the back of his head warning him of something, which turned out to be the man and Peter kicked him backwards sending him in the air to the far back of the train cart.

The rest of the guys there tried to attack Peter, but the sensation in his head kept making him react in different circumstances to the position he was in. He also hated the fact that for some reason his hand was stuck to the pole of the train.

When he kicked one final guy, he ended up with his hand under his legs which caused the momentum to break the pole off its place hitting a guy in front of him, as well as behind him as he hit him in the balls, and as he twisted to look behind him he hit the same guys with both ends of the pole in the face this time and during the whole time he didn't stop saying sorry.

At the end of the whole thing whatever was gluing him down to the pole got off because it dropped to the floor, which just caused him to look around and also look down at his hand as he wondered. "What the hell is wrong with me?"

Next Chapter: "With Great Power"