Author Notes: This is a remake of Blessing In Disguise that takes place before the series and is a Major AU due to me and my co-author LizardBerry trying to make it more realistic, including changes that will affect the series in the long run.

Pairings: Eventual Zoe(Peter's new name)/Eddie, Brief Harry/Zoe, Onesided Norman/Zoe

My time in the shade is beginning to fade
As the light grows intense,
I'm getting the sense
took time to see what's happened to me

Chapter 1: Awakening

Peter opened the door to his home and walked in, quietly taking off his shoes, and quite happy to be home. He had been so excited to go to OsCorp Laboratories but now...

Peter looked around the lab; some of the other students and Mr. Warren were up ahead as they were allowed to look around the spider exhibit as he, Harry, and Gwen lagged behind, looking at one of the spider specimens.

"Isn't this exciting?" she asked them.

"Sure, if you like things that crawled out from under a rock." Flash Thompson retorted as he and his girlfriend Liz Allan walked by. "Or if you areone."He laughed as he bumped his elbow into Peter's head.

Peter rubbed the back of his head and adjusted his glasses as he scowled at thin air, wanting to retort back, but Mr. Warren interrupted him before he could say anything.

"Gather around students." He said and the group of teenagers reluctantly moved to form a circle to see Mrs. Connors at the front of the group, standing beside a glass case containing fifteen spider containers.

"There are more than 32,000 known species of spiders in the world. Arachnids from the three sub-orders Mesothelea, Orthognatha, and Labidognatha vary in strengths which help them in their constant hunt for food."She started with a passion in her voice that showed she genuinely enjoyed her work. "For example, the genus Salticus can leap up to forty times its body length thanks to a proportionate muscular strength vastly greater than that of a human being.

"The crab spider, genus Misumen, spins no web to catch its prey, but hunts instead using a set of reflexes with nerve conduction velocities so fast that some researchers believe it almost borders on precognition, an early sense of danger, a…spider-sense if you will.

"And here we have ESU's collection of spiders, all genetically altered to combine the most impressive traits from these multiple species and the prototype of the super-soldier serum that created Captain America into these 15…super spiders." Mrs. Connors said with a wry smile twisting at her lips at the pun.

"Um, there are only 14." Gwen pointed out. "One's missing."

"Huh, my husband must have removed it for further study." Mrs. Connors added, though there was a touch of uncertainty in her voice that the students noticed and cause them to look around at the ground.

Peter saw Harry also glance down at the ground and the ceiling and shook his head. "Come on Har,' the spider might really be out for study. What are the chances of it having actually escaped, and even more, what are the odds of it biting someone?"

"Shh!" Harry hissed quietly as he looked around nervously again. "You'll jinx it."

Peter merely smiled passively as he remained silent and was about to move on with the rest of the class when he felt something move along his sleeve and onto his hand. His expression scrunched up as he looked down at his hand and saw the spider with the same blue and red markings the other 14 super spiders had. "Ah!" he yelled as the spider sank its fang into his skin and he tossed the spider off as he rubbed his hand.

"Hey, Pete, you okay?" Harry questioned as he looked back at his friend.

The brunet looked up absently and nodded slightly. "Uh, yeah, I'm fine." He insisted, but…

…but now all he was thinking about was trying not to think about the bite mark on his hand!

Peter wasn't sure if anything would happen, but he was honestly hoping nothing did. The last thing he wanted to do was get into trouble. 'I really ought to tell someone but...' It was just one little bite, wasn't even hurting that much, not like anything could come from that…right?

Shaking off those thoughts Peter took his satchel and put it on the stair rail and walked toward the kitchen, unsurprised to find both his Aunt and Uncle in the room as well. It looked as though Aunt May was finishing up putting dinner on the table. 'Thank God.' Peter thought. 'I'm starving.'

"Hey kiddo how was that trip?" Uncle Ben asked upon seeing his nephew enter the room.

Peter subtly put the hand with the spider bite on it into his pocket as he shrugged, but there was an excited lit to his voice. "It was great, we got to see the machines that the lab used, some of it being top of the line, and then we learned that the spiders in the research lab were also enhanced with the super-soldier serum."

"Well sit down and tell us all about it." Aunt May insisted taking a seat for Peter followed suit.

Peter smiled and eagerly sat down feeling his mouth water having no idea how hungry he this hungry. Peter put the pasta onto his plate and started eating, slowly at first lost in savoring the flavor of the sauce... Until he noticed his aunt and uncle staring at him and he flushed. "Uh…"

"Peter, chew your food, dear." Aunt May chastised.

Uncle Ben chuckled though. "You must have really been hungry, sport."

Peter let out a chuckle of his own. "I didn't really have much time to eat my lunch." He said vaguely as he reached for his glass of water.

Uncle Ben noticed the red raised marks on Peter's hand and his concern rose. "Peter, what is that mark on your hand?"

Peter briefly froze as he tried not to pull his hand back in nervousness. "It's just a mark, that's all." He said somewhat rudely.

"Peter!" Aunt May admonished and Peter slumped back in his seat as his expression turned contrite.

"Sorry, I…I'm just really hungry." He mumbled.

"Well eat up then, dear. There's plenty left." Aunt May said and Peter nodded gratefully as he put more food on his plate.

Peter had no idea why he was so hungry, but he really did think it only had to do with him not having been able to eat his lunch since Flash had once again stolen it. He couldn't wait for the summer to begin, but the holidays were still two weeks away, so he had to put up with being shoved in his locker or having his head down a toilet.

Peter set down his fork as he took another gulp of water, feeling full and content as he settled his hands on his stomach. It wasn't long before Peter began to yawn he was feeling sleepy, oddly enough. Or it wasn't so odd considering what a wonderful meal Aunt May made but the point was he was beginning to feel tired.

"Great Spaghetti, Aunt May." Peter said kissing her tenderly upon her graying hair. "May I be excused?"

"Of course dear with manners like that, I'm so glad that your enjoyed your time at the Laboratories." Aunt May replied.

"Yeah, I had a great time!" Peter answered with a smile. "Catch you later Uncle Ben!" he yelled as he bounded up the stairs.

"See you later, tiger." Uncle Ben chuckled. "He really is a good kid."

"I've always know that Ben." If her hand clutched his, it was really only a habit by now.

With a sigh Peter took a seat at his computer as he tried and was failing to ignore the feeling of sleep creeping up on him. It had been a long day but he shouldn't feel this tired, well, not so suddenly anyway. It was that once he had gotten his fill his body was deciding to go into hibernation. Peter blinked as his computer booted up at the strange analogy that made it sound like he was a bear that was going to sleep for the winter.

But that was ridiculous. He was probably just feeling tired because he got a full meal and he'd feel fine soon.

7:30 pm

Some time later, Aunt May came upstairs and knocked on Peter's bedroom door. Hearing no answers he opened it and looked in. "Peter-" she cut herself off as she saw her nephew with his head laying on the desk in front of his computer, glasses hanging on the bridge of his nose.

Aunt May smiled as she couldn't bring herself to wake him and instead walked over and grabbed the sheet off Peter's bed and put it on his shoulders and gently removed his glasses and folded them before setting them beside him. She frowned slight though when she felt some heat that seemed to be coming from Peter. 'I hope he's not coming down with something again. Peter never was a healthy boy; he always seemed to catch the latest bug of the week.' Promising herself she would check on him in the morning she made way out of the room and quietly closing the door behind her.

Maybe the day's excitement had simple caught up with Peter...

7:30 am

"Hey sport, time to wake up or you're gonna be late for school." Uncle Ben said shaking Peter by the shoulder, but furrowed his brow as he felt the same heat Aunt May had noticed coming from his nephew.

Peter yawned and stretched out his muscles, the blanket falling off his shoulder and he cringed when he felt his neck was rather stiff and so were his arms. "Thanks Uncle Ben." He said groggily.

"Peter, are you feeling alright?" Uncle Ben asked in concern.

Peter nodded somewhat absently as he tried to rub the sleep out of his eyes. "Yeah, I'm fine, really."

Uncle Ben looked unconvinced, but nodded as well. "Well, if you're sure kiddo."

"I am." Peter said reassuringly and the man walked out of the room. Yawning, Peter moved his muscles around despite the pain and saw the glasses on the desk and the blanket on the floor.

'Aunt May or Uncle Ben must have tucked me in.' He didn't know which one of his guardians put the blanket on him, but he appreciated the thought and picked it up off the floor and put it back on his bed. He rubbed his eyes before putting his glasses on and grabbing a clean change of clothes as he made his way into the bathroom.

When he came back out ten minutes later, he was wearing another white shirt and brown pants. As he reached for his satchel the room seemed to dance in front of his eyes, only to stop as he felt a slight migraine start to come on. 'Maybe I should stay home.' he thought to himself...but that idea was immediately dismissed as he thought of talking with Gwen over yesterday's field trip.

Thinking nothing of it though as the pain stopped a moment later Peter walked out of his room and headed down stairs. He ate his breakfast with small talk in between bites before he got out of his seat and headed toward the door as he put the satchel over his shoulder. He looked back over at his guardians as he opened the front door. "See ya!" he said giving them a small wave and walked out the door, catching a "Love you." from Aunt May and a "Be safe." from Uncle Ben just before closing it behind him.

Peter walked down the street only to have his vision once again start to blur he once again took his glasses off to make sure that they weren't smudged in a way that could be the cause. He didn't find any and put them back on as the bus pulled up to the bus stop. Bracing himself he stepped on only to be bombarded with spit wads and the jeering of "Geek" "Puny Parker" and "What a loser," so keeping his head low, and knowing that the bus driver would do nothing as always he scanned the seats quickly. Gratefully finding an empty seat next to a familiar blonde childhood friend and taking the seat next to her.

"So, the school trip was fun, right?" Gwen asked once he was seated.

Peter eagerly smiled and was about to reply when he felt his vision start to blur once more and the migraine started up again. He was vaguely aware of his only female friend asking something and he frowned once the blurriness and pain passed. "What'd you say?"

"I asked if you were alright, like maybe you should go back home if you're sick." Gwen answered.

"I'm not sick." Peter said assuredly before he paused minutely. "Well, okay, I don't think I'm sick." He revised.

"Well, what did you think of the trip yesterday?" Gwen repeated.

"It was very informative." Peter replied obliviously.

Gwen seemed to deflate at his lack lustre response, obviously hoping for a more engaging conversation. "Yeah, it was informative." She agreed sullenly.

Peter raised a brow, but didn't comment as the bus continued on its way to the curb of Midtown high and once the bus lurched to a stop, the two Midtown students stood and made their way off the bus, meeting their third friend on the way into the school.

"Hi Harry, what did you think of the trip?" Gwen asked regaining some of her excitement.

It was something Harry personally did not share with either of his friends as he just shrugged. "It was kinda boring for me, but at least you and Eddie have something to talk about later, right Gwen?" he asked sending the blonde a slight smile.

Gwen flushed red momentarily before regaining her composure. "I'm sure we will." She said coolly. "But with me going to science camp, I don't know how where gonna make it work."

"You two are solid; nothing can ever separate you two." Peter assured the girl and she smiled slightly at him.

10:05

By first period, Peter had seriously wished he had stayed home, he was exhausted, and Gwen's nagging wasn't helping. He loved her like a sister but sometimes she didn't know when to quit! He found his symptoms strange as well but put it off as just a new summer bug he had caught. He had a full breakfast and a great night sleep despite being in his chair so he shouldn't have been feeling as if he was going to drop dead any minute! It just didn't make sense.

His thoughts veered back to the spider bite before shoving it aside and trying to assure himself that he was must just tired from sleeping at his desk instead of on his bed.

It was only after gym did he think that something might actually be wrong. He'd gotten winded after only one lap and he had been breathing heavily. He was never one for sports and he'd been vocal on it, but he could at least do two laps before he walked the rest of the way.

And not only had his breathing been funny, but his chest had hurt and constricted, making it even more difficult to breath. It had taken 10 minutes to get his breathing back to normal and he was really starting to wonder if the spider bite might have done something to him.

When lunch time rolled around, Peter just wanted to get home and curl up into bed. He noticed his friends staring at him and he tried to look as normal as possible. "Yes?"

"Pete…are you okay?" Gwen asked worriedly.

Peter felt his resolve slip. "I…I think I might be sick, or at least have some summer bug." He said shrugging. "I'm sure it's nothing really." He really, really wanted that to be true.

"Seriously Pete, I saw how you were in gym, and that was definitely more than just 'nothing'." Harry said snorting.

Peter didn't know whether to be touched by the concern his friends held for him, or be more worried about if there is something wrong with him. What if the bite poisoned him or something? Could it be stopped? This train of thinking dominated his worried thoughts as the rest of the day seemed to pass by in a blur. It came as a relief when finally was able to head for home, too tired to even rise to the bait of one Flash Thompson.

"Uh, later." He murmured to Gwen and Harry as he got off the bus and walked down the street to his home and opened the door. He wiped his brow and frowned at seeing the sweat and put his satchel down before walking into the kitchen. "Hey." He said quietly.

"Hello Peter, how was school?" Aunt May asked leaning in to give Peter a kiss on the forehead which Peter quickly stopped.

"My day was the same as always Aunt May, but don't get too close, I think I may be coming down with something..." he said trailing off as he felt his appetite leave him as he stared down at the food on the table.

"Oh Peter, have you been feeling like this all day?" Aunt May questioned feeling Peter's forehead with the back of her hand.

Peter briefly thought of lying and saying he hadn't, but what was the point? "Yes, but I really did feel fine this morning." Really, he had, the migraine notwithstanding.

"Well off to bed with you Peter, I'll come to check on how you are later." Aunt May said kindly and Peter nodded absently as he dragged himself out of his seat, his stomach starting to churn at the thought of eating anything and for a moment he felt like he was going to be sick.

The brunet forced the feeling down as he trekked up the stairs and sluggishly walked into his room, going under the covers and curling up as he felt his forehead sweat and felt his body start to heat up, his fears and worries leaving him as he fell asleep.

Later, Aunt May peered into Peter's room to find him asleep under his sheets. She walked over to him. "Peter, how are you feeling?" she asked and a frown started to crease at her brow and she put her hand to his forehead and felt him burning up. "Peter?" she repeated before shaking his shoulder lightly, the only response was the brunet's rolling limply on the pillow. She hurried over to the door and her voice rose in urgency. "Ben, Ben! Something's wrong with Peter, call the ambulance!"

"What?" Came the voice from downstairs.

"Do it!"

Aunt May and Uncle Ben watched as their nephew was carted onto the ambulance and they clutched each other's hands as they watched the ambulance drive away, opting to drive in their car so they wouldn't get in the paramedics way. How could they not have seen anything from yesterday? Peter's appetite and going to sleep had seemed innocuous at the time, but was he feeling sick then?

When they arrived at the hospital themselves, a nurse came out of the doors that Peter was most likely wheeled into with a clipboard in her arms and looked at them grimly. "We're Peter Parker's guardians, how is he?"

"We have your son on a morphine drip to help dull the pain, but we can't do anything, do you happen to know what might have caused this?" The nurse questioned.

"No, he was fine yesterday morning; in fact he went on a field trip." Aunt May replied. "Though he did get hungrier and went to sleep in the afternoon…"

Uncle Ben's mind went back to the bite mark he'd seen on Peter's hand. "There was something, a bite mark on his hand. It was small, and had two raised red bumps."

"It sounds like a bug bite." The nurse said nodding. "Do you know where he must have gotten it?"

"Well he didn't have the bite in the morning, so he must have gotten it when he was on his class trip to the ESU labs." Uncle Ben replied.

The nurse's expression tightened after a moment and nodded again, this time more forcefully. "I see, thank you for your co-operation." She said leaving and going into an office to use the phone and waited for the phone to be picked up. "Yes, I'd like this call to be put through to Dr. Connors lab."

"Hello? This is him, may I help you?" The male voice questioned from the other line.

"Dr. Connors, we have a boy here that was likely bitten by a bug in your lab from a field trip he took to your lab yesterday." The nurse replied.

There was a pause on the other line. "W-what? We don't have any bugs…except for…"

The nurse started to feel vexed as there was a worried couple in the lobby and their son was in the Intensive Care Unit. "Dr. Connors, are there any bugs in your lab that could have gotten him sick?"

"The only bugs in my lab are spiders that were…" Connors trailed off and the nurse frowned.

"If it's just a spider bite, then we can treat it-"

"No, the spiders are genetically engineered."

"Genetically. Engineered. Spiders?" The nurse deadpanned before remembering that there was a boy who was sick in ICU. "Well then what do you recommend?"

"We don't know the affects it might have on a human, and he should be put in quarantine. I'll be there to overlook the proceedings soon."

The nurse sighed. "Yes sir." She said before hanging up the phone and walked over to the couple. "Would you like to have a seat in the waiting room while I go inform the doctors?" she asked kindly.

Neither of the couple looked too inclined to take this suggestion, and the nurse wasn't at all surprised when they declined. "No, we want to know what's happening with Peter." The elderly woman said.

The nurse held out the clipboard and the man took it. "Well you'll need to sign this out while I go inform the doctors." She said before departing and going back through the doors to the ICU.

Aunt May and Uncle Ben both took a seat in the chairs offered in the lobby and started filling out the information sheet about their nephew, who was practically their son. They couldn't believe that something like this could happen.

"I don't understand, why didn't Peter tell us that he had gotten bitten at that place?" Aunt May questioned aloud.

"Maybe he was embarrassed, or he didn't want us to worry." Uncle Ben replied reasonably.

"I…supposed so, but I still don't like this." Aunt May replied. "Not knowing what's happening to Peter; if he's alright or…"

Uncle Ben grabbed Aunt May's hand. "Don't worry; he'll get through this."

"Oh, I hope your right." The elderly woman replied worriedly as she looked in the direction of the ICU ward.

When the Connors arrived, both Parkers' saw them immediately and the air tensed. It didn't take them both more than a moment to realize who these two were as Dr. Bromwell came out to greet them.

"The boy is currently in quarantine like you instructed…" he said before Aunt May got out of her seat and stormed over.

"Quarantine, what happened to my nephew?" she demanded.

"Mrs. Parker, it appears your nephew has been bitten by one of the Connors spiders they altered." Dr. Bromwell replied.

Aunt May was speechless for a moment before rounding on the Connors. "You mean it's your fault that our nephew is like this?" she yelled and Uncle Ben held her back by the shoulders. "We should sue you!"

"Now, now, there's no need to be hasty." A calm masculine voice said from the hospital entrance.

Curt looked over at the door to see a red-haired man. "Mr. Osborn, what are you doing here?"

"Do you think I don't know what goes on in my lab?" Osborn questioned as he walked past the group and through the doors and the group was forced to follow him. "Tell me Dr. Browmwell, what is the boy's condition?"

"I'm sorry Mr. Osborn," Dr. Bromwell said stopping the man, "but unless you are a relative I can't give you that information." He said before looking over at the elderly couple. "Mr. and Mrs. Parker, if you'll please follow me?" he asked and the couple followed him further down the hall until they were out of earshot.

"How is Peter, Doctor?" Aunt May asked worriedly.

"Your nephew is in stable condition; we are unsure of when he will wake, but we have him on morphine to help ease any pain he is feeling to make this as pass as quickly as possible." The doctor replied.

"And there's nothing that can be done to help?" Uncle Ben questioned.

The doctor shook his head. "This is something we haven't seen before. But aside from your being rendered comatose for the time being, his vitals all clear out."

"I see, that's…good news." Aunt May said thickly as she pulled Uncle Ben further down the hall. "What do we do?"

Uncle Ben sighed heavily. "As much I don't like the idea, we're gonna need to let them know so they can tell us what's wrong."

Aunt May frowned, before conceding that they needed to know what the bite would do to Peter. "Okay." She said before they walked back over to the doctor. "You may relay to them what you told us." She said reluctantly. They moved forward and Dr. Bromwell relayed Peter's condition before Aunt May spoke up. "Now what is your spider bite doing to him?" Aunt May demanded as she looked over at the Connors.

"We can't be sure as we weren't going to have a human test subject, but since he got bit by one of the spiders…" Mrs. Connors trailed off.

"No, you will not use our nephew as some test subject." Uncle Ben said firmly.

The group soon stopped in front of an observation window that inside showed Peter lying under a sheet with his arms on top and in one arm was an I.V and on his nose and mouth was a breathing mask.

"If you'll excuse us, I'd like to speak with the Parkers and Connors alone for the moment." Osborn said and Dr. Bromwell went inside the room to check on Peter's condition. "Peter is my son's friend, and this has occurred because of my project, allow me to pay his medical bill."

Uncle Ben's frowned as he crossed his arms. "No absolutely not. This is not something that's going away by throwing money at us."

"I understand, but think of your nephew," Osborn replied glancing into the quarantine room, "the offer still stands if you change your minds though."

The days dragged along slowly, feeling like an eternity as Aunt May and Uncle Ben took any time out of their day as they could to stay outside Peter's room as they still weren't allowed into the room. Nothing looked any different with Peter and he looked fine, but on the third day they were finally allowed into their nephew's room and saw that his facial features were starting to look softer and more feminine, Aunt May putting her hand on Peter's forehead to find him no longer feeling feverish or clammy and his skin started to look healthy again.

On the fourth day was when Uncle Ben's resolve broke. The doctor had come to them and looked at them both grimly. "What is it Dr. Bromwell?" he asked.

"I've…discovered something that is very disconcerting." The doctor replied. "Your...nephew is…"he paused as though trying to find the right word.

"Just tell us Dr. Bromwell, if it concerns Peter we need to know." Aunt May said.

"Your nephew is a girl."

Both Parkers' were stunned into silence.

"B-but Peter is a boy!" Aunt May retorted as she found her voice.

"The only thing I can think of that could have caused this is the spider bite." Dr. Bromwell replied.

Aunt May sat down and put her hands over her mouth in shock, but Uncle Ben looked inside the room in concern and walked down the hall to use the public phone and told the operator to put him through to OsCorp and told the receptionist who he was and that he wanted to speak with Osborn.

"Ah, Mr. Parker, are you calling to turn down my offer again?" he asked with some sarcasm.

"No." Uncle Ben replied. "I'm going to take up your offer, but let's make one thing clear; I have to be there when the tests are conducted, and this is to never be publicly known, you hear me?"

"Yes." Osborn replied calmly, though there was triumph in his voice. "I'll have a contract ready for you to sign after Peter awakens."

"Agreed." Uncle Ben said sharply in reply before hanging up the phone and went back to sit beside Aunt May. "I took the offer." He said quietly.

Aunt May looked over at him frowning. "Why?"

"Why? May, we can't begin to understand what it'll be like when Peter wakes up or how he'll react when he does." Uncle Ben replied.

Aunt May looked down at her lap as she also thought it over. Their nephew, no, their son was now a girl. That could be a shock to anyone, but this wasn't happening to anyone else. She didn't want there to be any other surprises. "I…supposed this is the only option then." She said finally.

And considering what the option entailed, it wasn't that much of a reassurance.