First off, I in no way own any rights to the characters, universe, nor am I claiming rights to them in any way. This is not meant for profit only fun and if you paid for this is any way, you might be somewhat stupid

Prologue:

Not your average high school kid

Peter Parker was not having a good day, first he didn't get any sleep. Then he stepped in a puddle on his way back home from school, Gwen was hounding him about hanging out, the same with Mj since he had been flaking.(Not his fault, villains loved to cause trouble whenever his friends wanted to do anything). Harry was off with his father getting the help he needed with his altered personality. If he was still here, he could have been used to distract the girls while Peter worked, went to school, and did the super hero thing. Honestly did Captain America, Iron Man, or any of the other heroes have to put up with crap like this. He should get credit to use so get friends to back off or time of from school or something. And now Doctor Otto Octavius a well known scientist had a horrible accident and grafted his robotic arms to himself and gone crazy. Which was Peter Parker's biggest peeve right as of now

"Dr. Octavius, look can't we just talk. As a fellow man of science, I'm sure we can talk this out", Spider-man cried out as two clawed metal arms shot forward nearly lanced the web-head.

"Silence, I have no time to talk with the likes of a boy. Out of my way Spider-man", Octavious snapped as he threw his last three arms at Spider-man

"Great pick on the spider day", Spider-man sighed as he tried to web two arms together as be began to remember the doc had anger control issues.

He knew that since they were fighting in a impromptu lab, he could try and use those arms to short circuit the doctor. He shot his web at the upcoming arms knowing they would just rip the webbing apart but he had to get the doctor angry.

"Hey can I call you Doc Ock. You know eight limbs like an octopus, you name starts with Ock. Get it, get it", he smiled as the scientist scoffed at the mere mention of his new name.

"Stupid, inconsiderate like all teenagers, why must you bother me of all people", Doc Ock swore as he continued to analyze the young crusader.

"You see anyone else threatening a well mannered police captain. Yeah me neither", Spider-man chuckled as he pointed to Gwen's father.

"Why not call yourself mosquito-man", Doc Ock snapped as he lifted his head up high.

"No, who would be afraid of mosquito-man. It's like if I called you evil Dr. science. See no flare", Spider-man chuckled as he dodged several more blows.

"Must you keep this up", Doc Ock growled as he began throwing several cases of byproduct from his new generator for his four arms at the spider-man

"Was that why your wife left you-ah, you know what the cleaning bill for this is", Spider-man sighed as Doc. Ock shot an arm at the annoying spider-man but he simply dodged and the arm smashed into the power generator caused the arms to short out while stunning the doctor.

"Wow for a doctor, you are really stupid", Spider-man laughed as he landed next to captain Stacy.

"Thanks Spider-man", Captain Stacy smiled as Spider-man tore the rope to shreds.

"Agh, it burns, CRAP IT BURNS. HELP, AHH. FUCK THIS BURNS", Spider-man yelled as he threw off his mask before realizing he wasn't alone.

"You might need this son", Captain Stacy called out as he dumped a bottle of water over Peter as he looked at the kid.

"Ahh, I can explain", Peter called out forgetting the pain.

"Now worries, I already knew. Size, voice, attitude, all are yours. Quick hurry the police are on their way. But I want you to do something for me, in exchange for keeping this a secret", Captain Stacy smiled as he handed Peter a handkerchief to cover his face.

As he web sling-ed back home. He sighed as he entered his room and quickly showered and changed before heading out to the police station. He made it there quickly and sigh when Captain Stacy's car was there but froze when he saw both him and his daughter was there. Captain Stacy smiled when he saw Peter and waved him over. He knew what the payment was already, he wanted Peter to tell Gwen, who had come up with serious beef with spider-man

"Peter, you look good. Are you okay, Took a good shower I hope", the adult asked as his daughter looked at Peter.

"What", Gwen asked as she put her laptop away.

"Get in the car and we'll explain", Captain Stacy smiled as he looked at his daughter.

The three rode in silence as Captain Stacy pulled up and got take out before heading out back to his house and let the three get in.

"Peter, I want you to let Gwen now, she's just as brilliant but she had gotten lazy", he sighed as Gwen glared at her father.

"Dad", Gwen moaned.

"And she hates you know who", her father smiled as she looked around.

"Spider-man He sucks he hides behind a mask while he beats up people and makes more work for the police", Gwen growled as Peter sighed.

"What if he was doing to protect his family, his friends, think about it Gwen. What if he was me or Peter", her father smiled as he ruffled Peter's hair.

"What, never. You two are the best people I know and you would never hide behind a mask", Gwen smiled.

"Besides, she could help you out Peter. I believe you are gonna be one of the best", Captain Stacy smiled as he looked at Peter.

"I'm Spider-man", Peter sighed as he looked at Captain Stacy.

"You're Spider-man, Peter that's hilarious", Gwen cracked up as Peter walked on the wall.

"Gwen listen to him, he's telling to truth", Captain Stacy smiled.

"See can anyone else do it", he smiled as Gwen hugged him tightly and pulled him down.

"Ohmygod I'msosorryreally wait why didn't you tell me earlier and let me get mad at you for no real reason. I thought you flaked but you had to save someone", Gwen smiled but then scolded Peter.

"Yeah, sorry but I saved your dad today and he found out. But why are you having me tell her", Peter asked as Gwen smiled at she opened her laptop forgetting about the food.

"Look, Captain America, Iron-man, even the X-men. They all have people to help them and I have always thought of you as a son. With Gwen's skill in computers you two could be a good team and I won't tell a soul but there will be some ground rules", Captain Stacy smiled.

"Sure, what", Gwen asked as she looked up.

"First, I want you both to keep a B or higher average, after all a few slip ups are allowed. Second, you two need to contact me whenever you head out. Third, I want you to come to me, if you ever need help", Captain Stacy smiled as he opened the bag and pulled out a burger, "Got to get back to work, Gwen just access with my password."

"Thanks, so Peter you're Spider-man Does anyone else know", Gwen asked as she looked up.

"Yeah, Doctor Connors and MJ, I saved them both",Peter answered as she kissed Peter on the lips.

"Gwen", Peter asked as she reached back and gave him a burger.

"Peter, you matter to me and I'm sorry about giving you a hard time. I love you Peter Parker", Gwen smiled as she snuggled into Peter, "Can you tell me everything", she asked as Peter nodded and closed his eyes.

He started of how he was bit by the spider and how he learned of his strength, agility, and designed his web shooters. He described the thugs and the bigger villains, the shocker, Vulture, Sandman, and Doc Ock. He described Black Cat and explained her power with bad luck and how he knew she could be one of the good guys so to speak. And how he saved her father, all the while she snuggled into him.

She had loved Peter since they were kids playing with the three year older Eddie Brock Jr. The Parkers, Stacys, and Brocks were good friends and shared a lab with the Connors and save the Stacys were partners. She had always had a close bond with Peter as they were close in age and every night dreamed of being with him as his wife. When Peter turned eight the Parkers and Brocks died she wanted nothing more than to give Peter a family to love him and protect him. Eddie went to live with his grandparent while Peter's aunt May and uncle Ben came to live with Peter. She continued to stay by his side and even made friends with Eddie and Harry when they entered high school. There they met the lovely Mary Jane Watson and the three made a group the reminded the Stacys and the Connors of their little group way back when. Then when Gwen's mother died in an accident Gwen withdrew a bit fearing that Peter and MJ who had been close and were going to be a couple and closed herself off and shut out her friends. She became bitter and hateful when it came to MJ until Peter comforted her saying that to him Gwen was irreplaceable and she opened back up but stayed closer to Peter than the other friends, that was when she realized she loved him more than anything. After the revealing the Peter headed home for a good night rest and feeling great and after Gwen gave him a kiss good bye he had the best night of sleep he had ever had.

The moment he closed his eyes he entered a dream that he had to admit was awesome Gwen, MJ, and Cat were all around him and all were naked well except for Cat wearing her mask. The three offering every pleasure their bodies could offer and hated that he woke up. He took a quick shower and then headed downstairs and saw Gwen downstairs with her laptop.

"Good mourning", Gwen smiled as Peter turned to see the young blonde holding a black paper bag in her arms.

"Hey, Gwen. What's up", Peter smiled as Gwen rolled her eyes.

"Is that how your going to greet your girlfriend", she smiled as she kissed him and handed him the bag.

"Thanks, what's this for", she smiled.

"Hands free Blue-tooth and a wireless camera that will send video straight to my Laptop, my dad got them for us", Gwen whispered into his ear causing Peter to smile.

"Well glad you got finally got yourself a girlfriend, Gwen do you want to stay for breakfast sweety", aunt May smiled as she brought out a plate filled waffles.

"Thank you, I would love to aunt May", Gwen smiled.

"So when did you two little darlings hook-up as you kids say", aunt May smiled as Gwen blushed a bit.

"Yesterday, we had a talk and well", Gwen continued to blush when she the hands that which had interlocking fingers

"Ahhh, Peter take good care of her, she's special", aunt May smiled as Peter put some waffles for both Gwen and himself.

"I will", he smiled as the three enjoyed a good breakfast.

The pair went to school holding hands and as their last member of their click Mary Jane Watson was wearing her usual garb tight blue jeans, a pink blouse and white tennis shoes immediately noticed the smile on their faces.

"Oh my GOD", she yelled as she ran over to congratulate her two best friends on becoming a thing and to hide her sadness as she too loved Peter Parker.

"I know right, he told me his secret too. I still can't believe that my father knows and wants me to help him", Gwen gushed as she looked at their hands with their interlocking fingers and blushed as Peter pulled her into him and kissed the top of her head.

"Shh", he warned as she nodded and the two girls started talking about being a couple.

"Yo Bro, finally hook up with Gwen. That's the only thing that would make MJ squeal like that", Eddie Brock smiled as he nodded at Peter.

"Bro, you're here", Peter smiled as Eddie Brock approached him.

"Yeah, the doc has a presentation thing, so he brought me along to hang with you guys for a bit. As long as you don't mind hanging with a freshmen", Eddie laughed.

"A college freshman, man. So how is it, you must have had like hundred girls in your dorm already", Peter smiled as he gave Eddie a hug.

"Not that many, but none of 'em were anything special. Hang on to Gwen, she's on hell of a catch, unless you know she gets busted for hacking super government think tank", Eddie smiled as the pair approached the guys.

"Hey, I only got caught once and that was when I hacked my dad's files", Gwen growled playfully.

"Yeah and how many times have you hacked your dad's files, that was the only time I believe", Eddie chuckled as Gwen playfully hit his arm.

"Peter, protect your girlfriend. Beat him up for me", Gwen sighed as she grabbed his arm.

"Okay, I take it back", Eddie smiled as he raised his hands in defeat.

Meanwhile Dr. Connors smiled as he watched the group of friends smile and joke like if they had never been apart. It was good that regardless of Peter's and Eddie's parents death they still had a family amongst friends. Even with Peter and his condition in which he knew MJ had known due to the pair being saved from the whole lizard escapade. And the text that Gwen and her father knew he got from last night made him feel a bit sad. Eddie and Harry were out of the loop. Harry was gone so Peter had a reason for him not to know but poor Eddie would be devastated when he found out, well maybe not. He was quite mature and could see it as Peter trying to protect him from harm. But that could wait, he had a presentation to deal with.

Dr. Connors had managed to pull the three friends out of their classes in order to give Eddie some more time with his friends as he was actually having a hard time with his classes. And the five ate lunch together . Dr. Connors explaining the idea behind the presentation of how utility diamonds were made with the guys hanging on his every word. Gwen and MJ let the guys have their geek time and listened quietly. After the pretty much free day MJ and Eddie separated to give the couple some time alone to which due to some guy holding up a tour bus for money was spent with Peter saving everyone on the bus and catching some thug who thought he could escape Spider-man by running back and fourth. But elsewhere a more sinister plot was under way.

End of Prologue

AN:

I was hoping for some input on adding additional members to the harem, Gwen, MJ, and Felicia are going to be in as is Laura or X-23 as most know her as. Each character is slightly in AU in origin and slightly in attitude as to fit in what is universal setting. Peter is sixteen and already have been spider-man for a year and a half a. MJ will be a sixteen year old wanna be actress getting and beauty of Peter's school, Midtown High. Gwen Stacy will also be a sixteen year old and a huge techno geek and skilled hacker who is also the daughter of Police Captain Stacy. Finally Felicia will be a year older and a skilled cat burglar who will be swayed by Peter to join him in protecting New York. Aunt May will be a bit Auish as she is a bit more comical and pushing for Peter to get a girlfriend or at least start dating someone and will tease him about the fact that there are several girls lusting after his heart.

Finally, I was hoping on input on who should be added to the harem be it heroine or villainsno yaoi), because iI'mtorn and my lazy as fanboy friend who shall remain nameless*cough*RJ*cough isn't helping.

As a last note: MARVEL CHARACTERS ONLY, there will be no crossover with DC, anime, or anything thing like that.