Disclaimer: No the Marvel characters Do Not belong to me, if they did I probably be an awesome rich comic book bitch…And this would be cannon… But I'm a simple college student with no money… they belong to Stan Lee and Marvel Universes.

A/N: Hello again! This my first attempt at writing a spideypool fic, but I am no stranger to the pairing. It's gonna be a little AU since in this fic they'll have known each other since they were kids; but everything should go back t normal as the story progresses and I explain how they got their powers to wear they actually become superheroes… Alrighty then, now that I've explained some things we can get onto the story!

Chapter one: Remember me

New York, the city that never sleeps, the city where danger lurks the streets at night and its citizens sleep unable to do a thing. Though, despite the crime rate, there were many peaceful days and its citizen were happy. The seasons changed and children played in the school yard where love and friendship blossomed, a place where Peter and Wade first met.

Peter was only six when they first met, but it wasn't the most pleasant of meetings as Wade had saved Peter from a bully.

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"Hey! Give me my glasses back, it's not funny!"

The little boy jumped trying to reach his glasses form the hands of tall sixth graders. The boys only laughed as they pushed him away and he fell scraping his hands. The sixth graders laughed as tears filled the little boys blue orbs and they teased him. Little hands tried to hide his face to shield him from the bullies peering eyes, he didn't see what happened when the sixth graders started yelling in anger. Peter peeked his eyes through his small fingers to see what had happened. There before him stood another boy a couple years older than peter. He had sandy blonde hair and blue eyes and below his feet was one of the tall sixth graders rolling in pain as he held on to his hand.

"AAAhhh! Fuck! Stupid kid bit me!" Peter blinked as the boy just spit out blood with a smug smirk on his face.

"Yah! Why don't you Buttheads pick on someone your own size?! Leave him alone!"

Blue eyes went wide hearing the potty mouth on the other boy, he couldn't be much older than Peter and he wondered if the other boy knew it was a bad word. 'Only grownups could use bad words', the brunette nodded as he remembered his Aunts words.

"You little crap, I'm gonna beat you to a pulp!"

Peter jumped at the angry tone of voice dropping his hands to stare in wonder as the boy with sandy hair fought off the sixth grader. The boy kicked the sixth grader back down jumping on him like a crazed animal. Cheeks flushed from the cold and plump rosy lips pulled apart and awed in wonder. This was the coolest little kid Peter had ever seen, just like one of his comic book heroes, the boy swooped in and saved him.

"Calling me a little crap!? I'm not a poop, you're a poop you big meaner!" Peter laughed and closed his mouth as the sandy haired boys sunk his teeth into the sixth graders arm again making him howl in pain.

"Ahh! Damn kid! You're crazy, get this thing off me!"

Peters little hero was pulled off the sixth grader and flung across the pavement. He whimpered and rolled on the ground trying to get back up as the sixth graders kicked him and ran away, the glasses they had taken now forgotten on the ground. The brunette ran kneeling by the boy on the ground as he got up dusting his jeans. Peter blinked as the boy looked around the floor picking something up and turned to the blue eyed boy.

"Those jerks! Here's your glasses back, I hope they aren't broken…" Peter smiled quickly taking the glasses to clean them and put them on his face. He blinked blurrily till the image cleared and he focused on the boys face, head tilted and curiously staring back.

"They're ok! Thanks for helping me… I'm sorry you got hurt because of me…" The boy sat down looking at Peter with a bright smile.

"I'm ok really…" Peter smiled at the boys blushing face kicking absently at the ground. Little hands fidgeted with the zipper of his lunch bag taking out a little bag.

"My name is Peter, you want a cookie?" The sandy haired boy blinked curiously before smiling and extended his hand reaching out for the cookie.

"You can call me Wade."

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From then on, the boys were inseparable as they quickly became the best of friends. The geek and the trouble maker other kids had labeled them at their school in junior high. They didn't mind, they liked the name since it was better than the other rude things people would shout at them. It seemed like nothing mattered when they were together. Whenever Peter was in trouble he could count on Wade to be there for him, and when Wade was suspended he could count on Peter to be at his house when he was grounded. Together they were unstoppable, seemingly invincible as long as they had each other. That was until a fire happened at their school and Wade saved Peter yet again only to be left badly wounded and scarred. Wade never left the hospital after that.

Over time Wade's wounds healed but the damage left him scared. His skin rough and bumpy to the touch and made most people cringe.

"It's ok Wade… I'm still here for you…" Wade smiled lightly taking the hand in his and squeezed.

"Thanks Pete…"

Peter knew Wade; he knew what people thought of him at first sight, but he knew that he wasn't always scared and ugly like other people saw. Before the fire Wade was tall, slender, somewhat built for his age, and had sandy blonde hair. Now things had changed, and Wade was no longer the brave boy who once took on the world. No, after the fire, Peter was left to pick up the pieces as Wade battled with his new appearance.

Peter smiled and didn't mind the scars, every day the nerdy boy would fall more for his friend and every day Wade's mental state deteriorated. His appearance frightful, the anger he felt towards the world for rejecting him, making him more insane and Peter cried silently unable to turn back the hands of time and fix the damage he had caused. Still, every day after school the boy would return with a bag of tacos for Wade and smile on his face, surely they wouldn't take away Wade's pain but it made him happy and that's what mattered. Until one day Peter stood in the comic book store and thought of a brilliant idea, an idea that would change their lives for better or worse, he hadn't known yet.

The boy ran home packing markers, notebooks, and some of his favorite comic books. He stopped by a Taco Bell before he took the bus to the hospital and ran to his friends' room. Peter was twelve and Wade now four-teen. Both boys taller and losing more of their baby fat and stubby limbs.

Peter burst through the hospital room door jumping on his friends' bed. Wade was building a puzzle when he jumped from the sudden loud noise only to smile brightly at the sight of his friend.

"Peter!" The boy laughed taking off his back pack to unzip one of the pockets taking out a plastic bag.

"I brought you something." He opened the bag letting out an aroma of greasy crunchy foods into the room Wades smile growing as he realized what it was.

"Dude, tacos! You're the best, I don't know how I'd survive without you!" Peter laughed watching as his friend munch away happily, he'd almost forgotten the reason he came in a hurry. He hated how Wade lived within the white walls of his confinement, it might be a hospital but it's was Wade's prison. Peter wanted something better for his friend; he wanted his friend to have a chance at a life outside the walls that confined him. The geek took out the things he brought from his home while Wade peeled a curious eye as he watched the comic books fall from the boys back pack.

"What's all that stuff? You got a project due or something?" Peter shook his head blushing at his idea, it seemed a little silly now, but Wade paid no mind to the boy as he continued munching away at his tacos. He nervously reached out for one of the comic books looking at the hero on the cover and back at Wade.

"H-Hey Wade…?"

"Yah Pete?" The boy clutched the book tightly wondering if his idea was so brilliant, one more nervous glance at Wade's scars gave him the courage to speak; he wanted to make things right for his friend.

"Peter…?" Peter quickly shouted nervously and so quickly, that it left Wade blinking with curiosity.

"Let's become superheroes!" The bite of taco fell from Wade's opened mouth and Peter's face turned beet red and his tried to hide his face in his hands as his friend fell over in a fit of laughter rolling on the bed.

"You're joking right? And I thought I was the crazy one! Peter… we can't just become superheroes; those bad guys out there would eat us alive. Look at us Pete, we're small fry!" Peter closed his mouth about to speak but Wade sighed and looked at Peter with sad eyes.

"Besides… Who would want a hero that looks like me…? I'm hideous; they'd think I'm the monster…" Peter couldn't ignore the deep sorrowed tone Wade's voice held but he smiled anyways trying to see the brighter side of things.

"But don't you see? That's just it; you won't have to show your face because you'll wear a mask! They'll never have to see your real face Wade!" Wade sighed pinching the bridge of his nose, the voices in his head already arguing over Peter's brilliant idea.

"Look Pete, this isn't just some game we can play like when we were kids and put on towels as capes! It's dangerous, what if you get hurt? I won't be able to save you from those guys Peter…" Blue eyes looked down landing on the floor while he kicked his feet sadly "Besides, don't we need powers and-"

"But Bat Man doesn't have powers and he does just fine…"

The voices in Wade's head couldn't argue with Peter's logic. His voices growing overly ecstatic at the thought of being able to run outside freely, the thought alone made him shutter with a strange sense of pleasure. He craved the smell of fresh air, grass and the smoke littering the streets of New York from the ever constant clutter of honking taxi cabs and cars. In all honesty, the boy couldn't think of a better way of finally getting to see the outside world without causing massive panic to the people around him. Wade sighed seeing the wide grin on his friends face and smiled, he could never say no to anything Peter said.

"Fine… But it's your fault if we get canned for being crazy idiots running around in tights, I won't explain this to you aunt when she's crying and calling you a menace."

The boy laughed as they got their colored pencils and started planning what their costumes and super hero names would be. They thought of all sorts of names, tried many different kinds of styles for costumes and for the first time in a long time, Wade's smile reached his eyes. The twinkling gleam in his eyes radiated with true happiness and Peter's breath hitched, he had missed this Wade so much. That night when Peter left the hospital he left Wade with a note book and markers to continue making ideas.

The boys hugged and Peter ran home with a huge sense of relief, he was finally going to be able to go outside with Wade. But the next morning Peter woke with a fright, his aunt May stood by the telephone as Peter ran downstairs listening to the call. When aunt May stared at Peter with worried eyes, he began to fear the worst. Aunt May had tried to keep him home, she tried desperately to calm him down and make him understand that the police would handle it, but all attempts were futile. Peter was running on pure adrenaline as he moved around the house grabbing his things, every movement came out on instinct, never stopping till he reached his destination. His mind screaming, thoughts rambling and spinning words together trying to piece what aunt May had told him. But he had to see for himself, it couldn't have been true, there was no possible way. Until Peter tried to run into the room where police searched the area and held him back, he stopped. Completely frozen in his spot, papers fluttering around the room, the curtains blowing with the breeze coming from the broken window and a single page fell at Peter's feet. It was one of the superhero costumes Wade had come up with; Peter helped him color it. Peter could hear the wailing sirens of police searching the area for the first time since he arrived at the institution. His breath hitched and gasped, tears flooding his eyes as he fell to his knees and cried. It was true, Wade, was gone.

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Year passed, but Peter never stopped looking for Wade, he never forgot. He kept the drawing of the superhero in his binder; the initials 'DP' scribbled at the bottom in Wade's messy writing. Peter was now seven-teen in his senior of high school and Wade would be nine-teen. But Peter smiled sadly trying not to think of his friend but it was so hard considering the date.

"Happy birthday Wade…" Peter opened his binder to the back where the drawing was taped and smiled sadly, a single tear rolling down his face.

"Peter…?" Gwen asked curiously, her blonde hair shimmering in the sunlight as she leaned over the table. Peter took a moment to admire how beautiful she looked even when she was worried and hunched over Gwen always held some sort of elegance about her.

"Peter? Hello…?" The boy blinked turning his focus to the girl and smiled apologetically.

"Sorry Gwen, I spaced out…" She smiled and rolled her eyes, Peter couldn't help the small chuckle that escaped him when she put her hands on her hips like a small child.

"You've been doing that a lot lately Pete, you doing okay?" The boy smiled again but with an odd sense of sorrow hidden behind the slight quirk of lips. His slowly slid around her waist to pull her onto his lap.

"I'm sorry I'm not giving you my full attention…" His lips trailed kissed along her neck and she giggled lacing her fingers through his hair. "It's just so hard with all these beautiful distractions…" She allowed herself to be pulled over his body as they lay out on the grass.

"Come on seriously, something's bothering you today… What's wrong…?" He sighed as laid back playing with locks of her long blonde hair and breathed in the sweet scent of her perfume.

"It's nothing really… I just- " Gwen held her breath waiting for Peter to continue but he bit his lip nervously and she knew he was only gonna change the subject. "Never mind… it's nothing… You're hair smells nice; did you buy a new shampoo?" She tried glaring at him but failed laughing and hitting his chest playfully.

"Peter! Stop making me angry!" He laughed at the slight blush that dusted her face and kissed her nose.

"I can't help it; you're too cute when you're mad…" She watched as his smiled changed to something so solemn, and lost. Gwen couldn't help but wonder what made her boyfriends change expressions so quickly.

" But… Maybe, if you really want to know… I mean, you're my girlfriend, you should know…" A wave of guilt washed over her seeing the sour expression on Peter's face , if it was that difficult for her boyfriend to speak about maybe she shouldn't have asked to begin with.

"Peter… wait-"

"No, its alright Gwen… I want- I need to tell you about him…" She swallowed at the knot in her throat, her own eyes getting red and glossy form seeing the tears in Peters'.

"His name was Wade… You see, today's a special day, every year on the same day, I get like this… But I still think about him… Even after he disappeared…"

Gwen listened and her eyes grew wide on Peter's every last word. She didn't know who this 'Wade' was, and she wasn't sure if she would ever meet him; but it made her feel sorry for Peter. So much time had passed since Wade had been seen, there was no sure way of telling if he was still alive, and she felt conflicted deciding whether it was worse to comfort and give him false hopes or if she should stay silent and smile. Gwen did both but without the false hope. She gently laid her head on his shoulder putting an arm around his back rubbing small soothing circles and stayed silent as the boy trembled crying silently besides her. That night Gwen walked home with Peter, aunt May made cake and Gwen helped Peter decorate it with an interesting mixture of colors to make a poor replica of the hero on the back of Peters' binder.

Months passed after they celebrated Wades' birthday, the seasons changing and covered the streets of New York with trees in various shades of reds and orange. Everyday the boy grew older and a little more helpless as he feared his chances of finding Wade were dwindling down to nothing. Gwen tried to cheer him up and she mentally fist pumped every time she made him laugh when she scared off the bullies. But besides his sadness everything was fine, and their lives couldn't have been better, till they went on a field trip and something bad happened…

A/N: Well that was a few pages, what do you guys think? This is honestly my first shot at this pairing. It was an idea for a friend cuz she loves this pairing too. Questions, comments,? Just put it in the review spots. Thank you! :)