Hiya folks, been working pretty hard on this story, this was originally going to ve a one-shot but I just kept going going so it's gonna be a short story instead. also I hope you all enjoy the Gwen and Eddie I have in this AU they are prototypes of a spider-gwen story I've been working on.

Chap. 1

Peter slept lazily in his bed as he felt the morning sunshine through the window. The sound of birds chirped outside in blissful ignorance when they were drowned out by the buzzing of an alarm clock. Automatically turning it off, he let a few more minutes pass…

"Peter, up and at'em, kiddo or you'll be late for school!"

"In a minute, Uncle Ben," the brown-haired boy muttered into his pillow. Then his eyes shot open into a blurry vision. Did he just hear his uncle Ben?! He quickly grabbed his glasses from the nightstand, and threw the covers off as his uncle walked into the room.

"Hey Kiddo, your aunt made pancakes hurry up downstairs before they get cold." The smiling man older man said, "You don't want to go to school hungry, now do you?" the man then found himself wrapped into a hug.

"Uncle Ben, you're okay…wait, is today the day of the field trip to E.S.U. campus?" Peter asked fretting that this might be another Symbiote induced dream. Everything felt real, though, so he was feeling unsure.

"You mean the one with the spiders and lizards?" the boy nodded in response, "sorry, Kiddo, that was a month ago. Now come on and get dressed; Gwen and Eddie are already down in the kitchen." Ben then left out of the room. Peter went to get his shirt when he paused…

Wait…a month… Eddie… what's going on here?!

As Peter got downstairs he expected to see a smirking Eddie in black, but saw a familiar-looking midtown jersey, and Gwen was sitting a little too close to him. "Morning Gwen…morning Bro," Peter addressed the latter rather darkly.

"Morning Pete," Eddie said innocently as he ran the last bit of his pancake into the syrup covered plate. "Sleep well?" he watched as Peter sat down cautiously next to Gwen. "I'm guessing not…"

"Well, it's about time you came down, Slowpoke." Gwen addressed him in a somewhat playful manner with a reserved toothy grin. Come to think of it, Gwen looked a little different; she had a black headband, an oversized pink t-shirt with black pants with a white hoodie tied around her waist, and her glasses were thinly black-rimmed circles.

"I was just about to challenge Eddie for you helping." She said as she swung an arm to the back of her chair. Eddie, now curious at what her game would be, he gave his own playful smirk.

"Oh, and what challenge, pray tell, would that be?" the tall and muscular boy asked in a somewhat British accent. Gwen then grew a smile that could put the Cheshire cat to shame. Or Venom.

"The greatest game of all of mankind…" she said in an upbeat tone and then paused for dramatic effect, and spoke in a normal tone, "rock, paper, scissors." She then made a very silly face causing Eddie to snort in amusement. He then shook his head as he saw his phone vibrate. Eddie left the room to take the call. Gwen seemed to deflate a bit when he went out of the room.

Still unsure of this 'dream,' Peter decides to talk to Gwen about his 'bro.' "Hey, Gwen, what's Eddie doing here?" he asked seriously; the tone got her attention. She gave him a confused look and he elaborated, "Why's he here at my house?"

"Eh…because he… lives…here?" now it was Pete's turn to be confused, "your aunt and uncle adopted him; he's lived here as long as you have. Did you hit your head last night or somethin?" her tone became nonchalant but she eyed him skeptically. This 'Gwen' was seemed a little more 'observing.' "Seriously, dude, you're acting weird."

Before Peter could come up with an excuse, Aunt May walked in, "Morning Peter, are you feeling okay? You've hardly touched your breakfast." She then handed Gwen a coffee mug with a logo that said 'Fantastic Four' in blue font. (Ooh, thanks Mrs. Parker!)

"I'm not feeling too hungry this morning, Aunt May." Peter lied, "I think I'll skip breakfast for today."

"Skip breakfast," Uncle Ben repeated incredulously as he overheard. "Why that's the most important meal of the day, and since when do you turn down your Aunt's pancakes?"

"It's okay, Ben," May called from behind and then turned back to her nephew. "Peter, just make sure to eat a snack at least, I don't want you getting sick as Gwen did on last month's field trip." After she said that, Gwen gave her Coffee a hard swallow.

"Heh, yeah, silly me got too excited and forgot to eat breakfast, not to mention I came down with a cold." She said in a nervous-like tone; closed her eyes and smiled. She then took another swig of her coffee.

Then Eddie rushed back in with his leather jacket on and helmet in his hands. He looked flustered, "Hey that was Ann, her car broke down, I'm going to go pick her up on my motorcycle and take her to school while her car gets towed."

"Isn't that the girl that broke up with you?" Aunt May asked as she grabbed Peter's untouched breakfast. Instead of receiving an answer, though, the tall boy gave her a peck on the cheek, gave Ben a quick hug and Pete a brotherly pat on the shoulder. Peter fought a glare creeping in his face.

"Hey don't forget that we have an assembly before classes today," Gwen commented rather offhandedly as Eddie pushed his way to her. Her demeanor going more aloof and guarded as Eddie ruffled her hair and flew out the door. She frowned as her gaze lingered on the door.

"I don't know what that boy sees in that girl," Ben said shaking his head drawing back attention. "Getting twitter patted all over a love letter he's not even sure who wrote." Peter caught a silent look from Aunt May that was directed at the blond next to him. The girl looked like she wanted to crawl under the table.

Gwen suddenly checked the time, "H-hey, Pete, we need to go or we'll miss the bus!" She grabbed her backpack and swung it on her shoulders and said bye to Aunt May and Uncle Ben. The girl was practically pushing Peter out the door.

As the two teens got to School, Peter was trying to figure out why this dream was happening. He can't remember what he did yesterday, and now he had no powers.

"Well this is where we part ways," Gwen said to Peter almost sounding hurt. "I'll go in first so Liz won't think we're together or anything."

"What, why?" Peter looked at her in confusion, "we always hang out."

"It's your idea, not mine, besides I don't to 'scare her away' with my 'abrasiveness'." She said implying that Peter had told her that. Peter looked at her dumbfounded but before he could get anything else out of her she left standing in the center of the courtyard.

Man, how could this dream get any worse?

Pete's brooding and confusion then was suddenly interrupted when something caught his eye. Looking at the ground of the courtyard he noticed a football roll at his feet.

"Hey, Loser, pass me the ball," a random jock yell. As he went to pick up the ball a thought occurred to him. Could Gwen have gotten bit by the spider in this dream world? As he held the ball in his hand he saw that a confused and unsuspecting Gwen was now talking to Harry. They were standing at the entry stairs.

The jock was now near her so it would be a perfect time for his theory. Rearing back to make it look like he was tossing the ball hoping that Gwen would dodge it…

Thwack!

She didn't.

"I'm sorry, Gwen, I was trying to throw the ball back over." Peter apologized to Gwen as she placed tissue in her nose to stop the blood from coming out.

"Yeah well watch where you aim next time, will ya!" she angrily seethed at him and stomped to her locker. Then Harry walked up to them looking nervous. His hands were a twitching mess and his eyes darted around frantically.

"Hey, Pete, good to see you, started wearing your glasses, again?" Harry minced his words together going super-fast. Peter gave a shocked look to his friend, was he not part of this topsy-turvy world?

The question, though, didn't go unnoticed by Gwen, "again? Harry, he's always wearing glasses," she glared at the two skeptically and continued. "Okay, I need to take my A.D.D. meds before this assembly starts. When I get back from the Nurse's office, you guys better be back to normal and no more of this crazy nonsense."

She then rushed off by passing Harry. She had no idea of the confused look both boys were sharing, this Gwen had attention problems? What else was different here?

Peter then approached the ginger-haired boy cautiously, "Okay Harry, I need to ask you something. Did you wake up to anything weird this morning?"

Harry nodded, "Yeah, my dad is alive; I thought I was dreaming but he's alive. Then when I greet Gwen and asked if she wanted to go on a date to celebrate she looked at me like I had two heads. What about you?"

"Well, my uncle's alive, Gwen lives next door to me, and Eddie is literally my bro or cousin or whatever…" Peter said.

"Did we go back in time?" Harry asked feeling uncertain about how to act right now. He was still mad at Peter for being Spider-Man's 'buddy' and trying to take Gwen away from him, but this Gwen he just met seemed moody.

"Either that or we're in an alternate universe." Peter said as he noticed Flash coming towards them. "Uh-oh, I think we might have trouble."

"Hey, Parker, Osborne, I need to talk to you." Flash said walking up to them and then stopped looking shocked at Peter. "Oh great I really did go crazy, Parker's gone back to having four-eyes…" he commented more to himself. He then spoke to them again looking rather apologetic, "you know what, forget I said anything."

"Wait, Flash," Peter called after him and the blond turn around to face him. "Do you remember anything yesterday?"

Flash scoffed, but also looked somewhat relieved, "no. I can't recall a thing that's why I was coming to you two."

"Why," Harry asked raising an eyebrow.

"Because, all the weird stuff happens to you two. Also…" Flash paused looking around and whispered, "All my Spidey merch is gone. Not only that, but I wake up and I'm a sophomore again; what's up with that?!"

"What's up with what?" someone from behind Flash asked, that someone being Eddie. "Hey Flash, you ain't buggin my bro and Harry are you?"

"w-what, no, I…" Flash stuttered. He was shocked to see Brock not in Ravencroft that he couldn't find his voice to make an excuse. Peter then interjected.

"We were discussing a group science project we have, Mr. Warren put Flash with me and Harry." Eddie nodded in understanding.

"Hey, what's going on?" Gwen asked getting back from the nurse's office. She no long had tissue in her nose but it was still puffy and red. Flash had to wonder if it still hurt because she had fresh tear stains on her cheeks. Eddie walked past Flash when he saw Gwen's red face and looked her over.

"What happened?!" Eddie asked with genuine concern and anger lacing his voice.

"What, me, nothing, you should see the other guy," Gwen joked trying to ease Eddie's nerves. He then gently cupped her face to examine the damage further. She blushed at his touch tried to not make eye contact. His brow furrows as she came up with a lame excuse, "besides, I was stupid enough to not see the ball coming."

"Who threw it?" Eddie asked causing Peter to involuntary flinch.

"Ah, just some random guy, nothing to make a fuss about," Gwen brushed off the incident and decided to changes subject, "Anyway, how did things go with Ann?" she asked slightly faltering at the end looking rather annoyed

Eddie deflated at the mention of his former girlfriend, "as it turns out she didn't fill the tank up and had pulled the spark plugs out. Fortunately, the tow truck had some spare gas and plugs, I think she was just trying to stir up trouble." he said. He then looked back to Gwen, "Now about your nose, how is it?"

She gave a half smile, a sign to Eddie that meant something wasn't right with her. "Its fine, you shouldn't worry about me so much."

He flashed a smile at her, "my life, my choice. Besides, you need somebody here to keep an eye on you."

She lowered her head and muttered, "But you're going to leave eventually… so why be a burden on you?" Eddie then looked at her confused as to ask her where that idea came from, but was cut off from questioning her by the P.A. blaring on:

"ALL STUDENTS PLEASE HEAD TO THE AUDITORIUM! ALL STUDENTS PLEASE HEAD TO THE AUDITORIUM!"

Gwen took that as a cue to leave and followed the flow of students that crowded the halls. Peter and the other two boys just looked at each other all wondering the same thing: what was going on and what was next for them?

A small growl caught in Eddie's throat, he glared at a group of giggling girls as Gwen passed. He particularly looked at a girl with brown hair with blond highlights, "something's not right and I'm going to find out why…"