Hello again I had this isdea while doing my Toon Master story series a friend of mine LadyofaLake gave ne the isperation to post this with here Story Kitty, I highly recomend reding it. I'm not sure if i should contiue so Revwes are highly welcome. So...On with thw show.

Web of the Heart

Chapter 1: Photos

In the city of New York a 16 year old high school junior looked at the sky from her bedroom window in Queens. Her blond hair was held back with a pink head band, say for few rebellious strands. She wore a pair of gray jogging pants and white t-shirt, as her usual night time attire. Her turquoise eyes just stared at the stars as if they would tell her the answers to everything.

"Gwen?" called a strong male voice.

Gwen turned her head to the open door of her bedroom, "Ya dad."

Captain George Stacy stood in the door way, "You OK? You seemed a little quiet at dinner?"

"Oh ya, everything is fine" she said. She stayed quite for a moment before asking, "Dad…what do you think …. of Spider-Man?"

Captain Stacy was a little surprised by the question but answered truthfully, "I can't say too many bad things about him, especially after all the times he saved you. However I do believe he truly wants to help the city. Despite what Jonah says about him." He added with a small smile looking at the scattered Daily Bugle clippings lying around her room as well as the news articles on her computer screen. Captain Stacy looked up at his daughter to see her looking down at the papers with a rather solemn face.

Still looking at her littered floor her asked, "Does…he remind you…of anyone?"

Stacy was surprised by Gwen's question. Examined her face more closely and realized the look she wore was not so much solemn, but worry and fear. Not wanting to worry Gwen further he shook his head, "No" he said. "Not anyone in particular. Sometimes Spider-Man just seems to realize that with great power comes great responsibility."

Gwen looked up to see her father giving a small smile which she retuned. "Ya" she said hesitantly, "I guess your right." Stacy walked up and gave her a hug and kiss on the head.

"You look like you've been working hard. But what teenager now a days doesn't" he said heading back out of the room, "Just make sure you clean up before you go to bed."

"OK" she called out as her father headed down stairs. She looked back out the window as though she had expected someone to be waiting, with one last look at the stars Gwen closed her window and began to clean her room. Gwen was not aware that as she was watching the stars, some one was watching her. From the roof of a house across the street a figure in the shadows began to move, he was crouching low so no one would see him. As he stood the light from the street lamp bounced off his red and blue costume. The spectacular Spider-Man himself watched from his perch as Gwen finished cleaning up the last of the papers and turned out the light. He stared at the darkened widow for another minuet before shaking his head.

Pete, what are your thinking? He mentally asked himself. Jolly Jonah would love this picture 'Spider-Man stalks the police captain's daughter'. Of course this dose seem to be the only time I get to see her with out Harry around. With a shot of a web line Spider-Man took off to the city for his nightly patrol.

Three hours later Spider-Man landed on the roof of his house crawled though his open bedroom window. He was thankful that it was a slow night for crime. One jewelry store robbery, one purse snatcher, and an arms dealer it was a slow, but a good nights work. Peter was still surprised by how light the crime in the city was. It had been two weeks since the death of Norman Osborn a.k.a. the Green Goblin. Harry seemed to be backing the Bugle on whatever was written about him, he was also mad at Peter for still taking pictures of himself.

There have been countless times in the past two weeks that Harry had asked him, "If you knew who he was, you would tell me…right?" Peter never really knew how to answer that, luckily he never had to thanks to Gwen. Whenever Harry asked that question she would quickly change the subject. She had his eternal gratitude for that; he would smile his thanks and then get a dirty look from Harry.

I wonder if Harry knows how I feel about Gwen? He asked himself as he removed his Spidey outfit and got into bed. I get the feeling that Harry knows more then he's letting on. With his dad gone it's not really surprising that he would want to hold on to Gwen. She's what he needs right now, other wise I could be looking at the next Green Goblin. Pete shuddered at the thought. Peter's last thoughts before falling asleep were the events of the day and how bad he felt that he was responsible for yet another death.

Earlier that Day…

Midtown Manhattan Magnet High School was its usual buzz of students shuffling to class, Gym, and the principles office. Peter was at his locker thinking what he could

do to help Harry. Being the one who let Norman Osborn die brought back some, all too prominent, painful memories of his Uncle Ben. Peter decided that being a good friend to Harry right now was probably the best thing he could do, aside from turning himself into Captain Stacy. Peter turned when he saw a great looking red head walking his way

"Hay, Tiger" said Mary Jane with a smile, "How are you doing?"

"Hay MJ I'm doing ok. Considering…" he answered solemnly.

The smile on Mary Jane's face dropped a little, she knew Peter was talking about Harry's dad. "Don't look so down Tiger it's not your fault, what happened to Harry."

That was the last thing Peter wanted to hear. His stomach clenched, he felt like he was just hit with a pumpkin bomb. He did his best to hide his expression but Mary Jane caught a glimpse of it.

"Sorry Pete, this reminds you of your Uncle Ben, huh?"

"Ya, it kinda does" he said sheepishly, "Wait you know what happened to Uncle Ben?" he asked surprised.

"Of Course I know" said Mary Jane matter-o-fatcly, "My Aunt Anna told me."

"Oh, right" said Peter slapping his head. As he pulled out one of his school books a large manila envelop fell to the floor.

Mary Jane picked it up, "What's this?" she asked slyly.

"It's nothing!" said Peter, with a hint of panic in his voice. He tried to grab the envelop from Mary Jane but she had already opened it. She looked at the contents and was shocked.

"Pete" she gasped. The envelop held a bunch of photos of Spider-Man fighting the Green Goblin or to be more precise Norman Osborn. "These are photos of…" she didn't have time to finish he sentence before Peter grabbed the envelop of photos from her hands.

"I know! I know!" he said putting the pictures and the photos back in his locker, not noticing he dropped a few in the process.

"You were there? You took Pictures!" Mary Jane was shocked and she was the type of person that did not shock easily.

Peter immediately when on the defensive, "Look I had no idea what I was shooting ok? I saw the fight from the street and got to the roof of one of the buildings. I had my camera set to automatic so I could just follow the action, I had no idea that Spider-Man would unmask Gobi, I mean the Goblin."

"But you didn't…I mean those photos weren't in the Bugles papers."

"I figured it would be better if I got rid of them…There's no need for Harry to be in even more pain." He said as he walked by Mary Jane. MJ watched Peter walk down the hall his head hanging low. She then looked at his locker then to the floor that was when she noticed a few pictures had fallen out. She bent down and picked them up; MJ put them in her book and went after Peter. Peter had stopped to get a drink at the water fountain; Mary Jane caught up to him, she apologies about the pictures and gave him a quick hug.

"So this is Liz's replacement?"

The two looked in the direction of the high shrilled voice. Coming down the stairs was a Sally Avril. Best friend of Liz Allen and resident keeper of the social order; she just stood there in her cheerleading outfit with her arms crossed. "How dose it feel to be the rebound girl?" she asked with a cruel smile.

Peter sighed and Mary Jane rolled her eyes, "Just so were clear Pete here was feeling low so I tried to cheer him up. Isn't that your job? You are a cheerleader." Peter couldn't help but smile at the retort.

"I only help people who are not apart of the nerd squad. I saw you looking lonely Parker, what's the matter the she-geek you like turned you down?" Sally laughed in her high shrilled voice.

Peter's body tense; it was one thing to make fun of him but Gwen. He walked up to Sally who quickly calmed her laughter. "I don't care what you say about me, but don't ever insult Gwen!"

Sally put her hand on her hips, "Why not? This is a free country; I can say what ever I want." With that she turned and walked down the hall. Peter was still a bit mad when Sally left but he did feel goods about what he just did; he was really surprised when he heard clapping he turned to see Mary Jane and Harry applauding.

"Wow Pete I didn't know you had it in you" said Harry walking towards him, and shaking his hand, "I want to thank you for standing up for my girlfriend." Peter could have sworn there was a bit of a malicious tone to Harry's voice when he said girlfriend. Peter didn't have time to think about it to much as Mary Jane added her two cents.

"You really told her off Tiger. All you needed to do was web her up and you would have been a real hero" as soon a Mary Jane finished her sentence she covered her mouth in horror. Harry quickly turned around with a look of primal anger on his face.

"Spider-Man is no HERO!" he shouted looking at Mary Jane. Peter quickly got in between them.

"We know Harry. We know. MJ was just making a joke. Come on calm down" said Peter with his hand up in defense. Harry calmed down, a little, as he notice how many people in hall were staring, he walked away still fuming.

The day went by pretty quickly after the little drama. Mary Jane apologized at lunch for the joke. Harry was going to rebuttal but the look from Gwen silenced him and he reluctantly accepted the apology.

After the last bell everyone gathered outside in the school court yard. "So who wants to go the Spoon for some coffee?" asked Harry, "My treat."

"I'm in" replied Mary Jane.

"Sure why not. I don't have to be to the Lab for another hour" said Gwen

Harry turned to Peter, "Pete you in?"

Before Peter could answer his cell phone when off. He pulled it out of his pocket and groaned.

"Bugle?" asked Gwen, disappointed.

"Yeah" he replied, equally disappointed, "I'll have to take a rain check."

"Sorry, dude we'll…" Harry was interrupted by his own cell phone, Stepping away from his friends Harry took out his phone, "Osborn" he answered. He let out a groan, "No testing for that was not scheduled until tomorrow. There are still adjustments that need to be done." He groaned again, "I'll be right there." Closing his phone he walked back to the group, "Sorry everyone but I got business to take care of." Since Harry's dad died he has been working with Oscorp to become the new CEO, until he is 18 the board has good amount of influence but with the help of his mother Harry was able to gain back control.

"Sorry ladies looks like I have to go too" he turned to look at Gwen, "See you tonight babe, just put your order on my tab" he gave Gwen a kiss on the cheek. Pete tried to hide his disappointment that Gwen was still with Harry, but something showed because as Harry turned to walk away he has satisfied grin on his face.

After hearing about the rampage Mysterio was on near the wharf Peter changed in to his Spider-Man costume and was currently swinging his way to the scene. What could Beck want now? Doc Ock is behind bars so what's he up to. As Spidey approached the secne his Spider-Scene tingled leaping from his web line he landed on a near by roof dogging a bolt of electricity from Electro.

"Hey lightning butt, long time no see" said Spider-Man now crawling on Billboard.

"For the last time Wall Crawler, The name is ELECTRO!" he shouted shooting Electricity from his mouth.

Spider-Man easily dogged the attack, "Wow I've herd of breath being bad enough to peel paint, but this…I don't think they make mouth wash that strong." Spidey shot a web line at elector s feet catching him off balance. Spidey pulled the other end causing Electro to fall back fly at the billboard. With a crash and a grown Electro landed on the other side of the roof.

"Stop making fun of ME!" shouted Electro.

"Stop!" said Spider-Man in mock shock, "and disappoint all my fans?" Shooting a Web line at the now broken billboard he swung around and kicked Electro in the face with both feet. The force knocked electro into a near by water tower where he was quickly shorted out, unconscious.

"You look tired, take a break" quipped Spider-Man as he web swung down to the docks. "OK dome head how's about we make this quick?"

"You dare to threaten the great Mysterio? Behold the power of the ARCANA!" Mysterio was engulfed in smoke. Spider-Man swung down and got in to a battle stance ready for whatever Beck had ready for him. When the smoke vanished all that was left was a Kraven the hunter.

"What's this? You got sick of making robot look alikes so now your making them look like your pals?" His spider-sense suddenly tingled, leaping to a near by wall Spider-Man nearly escaped getting clawed.

"I am no Robot!" roared Kraven, "I am Kraven the world's greatest hunter."

"Ya you got to be the real thing" said Spider-Man "There's no way a robot would have that many fleas."

Kraven leapt at Spider-Man. Spider-Man jumped over Kraven but his leg was caught by the half man, half beast and was flung in to the side of the building. The pain from the blow stunned Spidey enough for Kraven to jump from the wall with Spider-Man in hand a throw him into a pile of crates on the dock. Spider-Man landed with a crash as the sound of braking wood and crashing metal filled the air. When Spider-Man picked him self up he noticed he was laying in a pile of frying pans, as he tried to move another pan hit him in the head.

"Of course because rolling pins would be too cliché" feeling his spider-sense go off Spider-Man ducked out of the way just dogging the claw slash from Kraven. Spider-Man shot two web lines right at Kraven, one hit his face blinding him. The second got him in the chest with Spider-Man used to spin him around and hurl him into a barge hold with was full of fish. Web swinging quickly to the barge Spider-Man quickly closed the metal grate sealing Kraven in the hold. Kraven rtied to break through the grate but, when ever he tried to jump he would just slip on the fish.

"Don't worry Kravenoff the police will be here shortly until then enjoy your snack." As he shot a web line to swing away he could hear the police coming. He landed back on the roof where he fought Electro, but he and Mysterio were no where to be found. Spider-Man wanted to talk to Captain Stacy to see if anything was taken, but with the incident involving Norman Osborn he figured he would wait till later.

At the Silver Spoon Café Mary Jane and Gwen were having some, in Mary Jane's opinion, well needed girl talk.

"So girlfriend, how are things with Harry?" asked Mary Jane as she took another drink of her coffee.

Gwen stayed quiet for a moment before saying, "Everything's…ok."

The sadness in her voice almost made Mary Jane tear up. "Relationship problems?"

"There first needs to be a relationship in order for there to be problems" stated Gwen. "Don't get me wrong Harry's a really nice guy but…I just feel like I'm in the way."

"What do you mean?" asked Mary Jane.

"Harry and I were doing well until he started to work at Oscorp. I know he blows me off sometimes but now I just seem to be waiting for him to be off the phone. And when he does get off the phone it's either to leave or Peter shows up."

Mary Jane's ears perked up at Gwen's last statement, "Wait, your saying that when Pete starts talking to you Harry gets off the phone and makes everything about you and him?"

"Well…ya."

A sly smile formed no Mary Jane's face, "Well there is one problem solved. Harry is jealous that you like Pete more then him."

"What? That's…not…entirely true" Gwen sighed in defeat, "I know Harry is jealous. I see the way he looks at Pete when all of us are together. Its like he constantly reminds him of what he doesn't have."

"Gwen if Harry isn't the guy for you, and I know he's not, you need to breakup with him. Being miserable just to keep him from getting hurt is just going to hurt Harry even more later."

"I know, I know, but He needs me right now. He says I'm the only thing keeping him from going back on the Green" tears started to form in her eyes as she remembered what happened to Harry the last time he was on Globulin Green.

Mary Jane reached across the table and placed her hand on Gwen's. "I realize your worried about him but a relationship built on guilt is not a real relationship. If you want to be happy you need to be with someone who will make you happy."

Gwen smiled her thanks and took a sip of coffee. She looked at the book Mary Jane had with her. "So did you like Percy Jackson and the Olympians?"

"It wasn't bad but I think I'll wait for the movie" both girls laughed as she Gwen took back her book. Looking at the book she noticed something sticking out of the corner.

"What's this?" asked Gwen. She almost dropped the book when she saw the picture of Spider-Man fighting with Norman Osborn on his goblin glider. Gwen quickly opened the book to find two other pictures. The second was of Norman throwing pumpkin bombs at Spider-Man, and the third was a close up of spider man with part of his mask torn off. Gwen went wide eye as she looked at the pictures.

Mary Jane tried to snatch the pictures out of her hands. But Gwen pulled them out of her reach, "Where did you get these?" this was not a question it was more like a command.

Mary Jane sighed, "I got them from Pete; he's going to get rid of them." Her voice was full of shame.

"You mean Peter was there and didn't do anything!" by Gwen's tone you could tell she was mad, "He is so getting the look!"

"Gwen come on, even if Pete was there do you really think he could have done anything? I mean it's not like he's Spider-Man" replied Mary Jane hoping to calm Gwen down.

Mary Jane's statement made sense Peter did a great thing by not giving these to the Bugle. He saved Harry a lot of pain. She took a closer look at the close up of Spider-Man. She could see he had brown hair and eyes. She figures the picture was taken during the battle because the look in his eye showed nothing but sheer determination. Gwen thought she had seen that look before. Looking at the picture reminded her of last Halloween when Peter dressed up…as…Spider-Man. Something snapped in Gwen's memory thoughts flooded her head, she remembered back to when the creature called Venom accused Peter of being Spider-Man, when that reporter grabbed her for a photo she caught a quick glimpse of the look in Peter's eye. She looked back to the photo in her hand…Pete? Gewn was so wrapped up in her thoughts she forgot where she was.

"Gwen?"

Shaking her head Gwen was stating blankly at Mary Jane, "Gwen? Are you OK?"

Shaking her head again, she forced a smile, "Yeah, Yeah I'm OK." She got up from the table, "I better head overt to the ESU lab now, I'll talk to you later" she said waving back at the baffled Mary Jane.

At the prison known as the Vault a certain evil genius, or at least that's what is coffee mug says, was putting together his next master plane. Doctor Otto Octavious sat in his cell thinking about the latest humiliating defeat Spider-Man had given him.

"Out of all the beings that fool Goblin could have let out he chose the boy and Rhino" he said in a low mumble. "That…that…FOOL! If he had released me that arachnid would have been squashed on the wall." Doc Ock tried to slam one of his robotic limbs into the wall when nothing happened he remembered that there were taken from him when he was placed in here. After this escape from Ravencroft, it was decided that prison, or more precisely the vault was the only place for him.

"Then again without my arms I am not at my best for fighting…I suppose the Goblin was not as big a fool as I thought." Suddenly the alarm went off Doc Ock got up from his seat and ran to see what was happening. All he could see were the flashing red lights in the hall way then…everything went black. The emergency lights came on lighting his cell very dimly. There was a small scraping sound coming from the wall, actually it was coming from all four wall. As the sound grew louder the walls began to buckle and finally shatter as furry of sand entered the room. Doc Ock stood there with a calm demeanor with his hands behind his back.

"Aw, Sandman what a pleasure to see you."

"Sorry Doc, I would have been here sooner but I had to wait for visiting hours" replied Sandman with a small smile.

"I'll assume then that the arachnid is being distracted?" inquired the demented doctor.

"Yeah, he wouldn't know what's happened until we're long gone."

"Excellent my good man, now all we need is to liberate our allies and we'll be off" said Doc Oc as he turned to face the door.

"Already done" replied Sandman. The door to Doc Ock's cell was suddenly ripped off, in to the cell walked Rhino, and Adrian Tombs, a.k.a. the Vulture. Adrian was carrying two large suitcases, one held his flight tech armor the other help Doc Ock's arms.

"Shall we take our leave Otto?" asked Adrian.

"Not with out one more thing" said Doc Ock as he walked out of the room and down two doors. He looked into the window and smiled, "Rhino, if you please?"