"You do know why you're here, don't you Mr. Parker?" The male, mid forites, African American Principal Kelson said sternly.

"Uh no, not exactly," Peter replied nervously. Although it wasn't hard for the lanky, brunette, seventeen year old to think of a few reasons.

"Could it be your constant dozing off in class? Or maybe it's the sudden decline in your used to be perfect gpa," Mr. Kelson stated.

Peter hesitated before speaking, "Uh sorry, I've just been going through a lot of...changes," Peter said as honestly as he could.

"Look Peter, I understand that loosing a loved one is no easy matter, but it's something that we all have to come to accept and overcome at some point in our lives," Mr. Kelson said, his tone much softer than before.

"Yea, I understand," Peter said as thoughts of his Uncle swished around inside of his already chaotic mind.

"I'm sorry to say that with your current scores you no longer qualify for the Milson scholarship," Mr. Kelson said.

Peter's face dropped, he had been working hard all of his high school career year to get that scholarship, that is until the recent incident.

"Now when you leave this office, I want you to go out there and give it your best effort," Mr. Kelson said.

"Yes sir," Peter said as he finally stood up from his chair.

"Good, now the next time I see you in my office, I want it to be to congradulate you," Mr. Kelson said.

"It will be," Peter said reassuringly as he headed out of the school office, only a few weeks of being Spider-Man and his personal life had already taken a dive. With the school bell signaling the end of school, Peter began to head back towards his locker.

He made his way through the now crowded hallways and sighed as he began to spin the combination of his lock.

Suddenly a similarly lanky figure approached Peter from behind.

"How'd it go with Kelson," Seventeen year old, brunette Harry Osborn said, as he opened his own locker beside Peter's, the two had been best friends since their freshmen year.

"I got knocked out of the scholarship,"Peter said dissapointingly as he packed several text books into his black backpack.

"Seriously? That things all you've been talking about since freshmen year," Harry exclaimed.

"Yea, and unless I bring my grades up quick it'll stay that way," Peter said as he swung the backpack back onto his back and closed his locker.

"Well if you need any help with anything, let me know," Harry said earnestly. He was a good friend, the type that came around once in a lifetime.

"Thanks Harry," Peter said as the two began their walk out of Midtown High.

"Hey, how about you come over later and we study for tomorrows history test?" Harry asked.

"We have a test tomorrow?" Peter asked quickly.

Harry simply shook his head as he rested a hand on Peter's shoulder. "I've got a lot of work to do," Harry said as the two boarded their bus.

Once Peter finally reached his bus stop, he began the short walk towards his house. Although he would have much perfered swinging home, Spider-Man making appearences in his neighborhood probably wouldn't be so good for the whole secret identity thing.

"I can't let Aunt May find out about school, it's the last thing she needs right now," Peter thought as guilt began to sink in.

"I'll just bring my grades back up, Harry will help me and I can cut some time off of running around in tights," Peter thought with a yawn.

"Maybe more than a little..."

Suddenly his attention shifted to a moving truck parked outside of the house opposite his.

"Must be the new-" Peter's words trailed off when a seventeen year old, glasses wearing blonde, appeared out from behind the truck carrying a large box.

"Neighbors..." Peter finished as teenage hormones began to flood through his superpowered body.

A few feet away Gwendolyn Stacy met her blonde, stern father George Stacy at the front door.

"Gwen I thought I told you not to carry the big ones," George said as he glanced down at the large box Gwen was holding.

"I told you I can handle it, I'm not a weak little girl anymore," Gwen said as she entered the house.

"You know I really think you're gonna like it here," George said as Gwen dropped the large box onto the kitchen table.

"Well I already like it better than home," Gwen said.

George smirked "So do I."

Inside Peter's home, sixty five year old May Parker sat on the living room sofa as she watched her daily dose of news on tv. On it where shots of a busy courtroom as a news women narrated.

"New York's richest man, billionaire forty seven year old, Lonnie Lincoln, was found innocent today in court due to what many reports say was a lack of evidence against him.

The image switched to the pale, gray haired, bulky Lonnie leaving the courthouse and entering his limo.

"Lonnie was charged with being the true identity of Tombstone, a man rumored to be the leader of several major crime organizations in the city. The man who accused Lonnie is not known."

The ring of the doorbell snapped May out of her thoughts as she walked up to open it.

"Hey Peter how was school?" May asked as he entered.

Peter hesitated before answering. "It was okay," He said as casually as he could.

"It looks like the new neighbors showed up," He said to change the subject.

"The Stacy's, such nice people," May said.

"You met them?" Peter asked.

"I met George when I was out gardening and he asked if I had any helpful tips for starters," May said with her usual warming smile.

"Oh, Peter said casually as he began to head up the stairs towards his room.

"You know he has a pretty daughter your age, said she's going to start at Midtown tomorrow," May said from the bottom of the staircase. Peter nearly stopped in his tracks as he recalled the attractive girl.

"You know she's blonde," May teased.

"I'm more into red heads," Peter said as he quickly dissapeared up the stairs to hide his creeping blush.

An hour later Peter was pulling his bicycle out out of his garage to head for Harry's house.

"If I want any chance at that scholarship I need to study like my life depends on it," Peter thought as he reached the end of the driveway. Suddenly an unfamiliar female voice snapped him out of his thoughts.

"Sweet bike,"

Peter looked up to find the girl he had previously gawked over staring at him from across the street.

"Thanks," He said nervously.

"I'm Gwen,"

"I'm Peter,"

"So you going for a ride?" Gwen said with a smile.

"Uh yea, I'm going to a friends house," Peter said, still suprised the girl had spoken more than a word to him.

"You got to Midtown right?" Gwen asked.

"Yea I'm a senior there," Peter said.

"Cool me too, well I mean I'm starting there tomorrow, maybe we'll have classes together" Gwen said.

"Maybe," Peter said. Then followed the thing that Peter hated most about conversations, awkward silences.

"Well I don't wanna keep you from leaving so I guess I'll see you later," Gwen finally said.

"Oh right, see ya," Peter said as he plopped up onto his bike and began to ride off. He couldn't help but feel the urge to ride into oncoming trafffic.

"Idiot, I can dive off of skyscrapers and pummel criminals on a daily basis, but why does every conversation with a girl make me turn into a drooling idiot?" Peter shouted inwardly as he left Gwen's sight.

A few minutes later Peter was in the city, and only a few blocks away from Harry's house. While riding Peter suddenly felt a familiar tingle go off in his head, his spider sense. He quickly looked around for any immeadiate danger to finally find a sunglasses wearing, mid twenties, black haired man getting into a parked car in front of Peter.

"That guy can't be up to anything good," Peter thought as he decided to follow the suspicious man. After a couple of blocks Peter began to wonder if his assumption was off. To his suprise the man finally parked ouitside of a large building. He watched as the man held onto the handle of a pistol that layed in the back of his pants.

"Okay, definetly not up to anything good," Peter thought as he parked and locked his bike beside the sidewalk, and ran into a nearby alleyway.

Meanwhile inside, the shady man finally pulled out his gun and aimed it at the blonde haired receptionist women.

"What floor is Leoni on?" The man asked aggresively.

"The tenth," The young and terrified women answered.

The man then quickly ran off towards the elevators. The women took a deep breath as she looked back to make sure the man was out of site, before picking up her desk phone.

"Excuse me miss," A male voice interrupted. The receptionist glanced up to find a red and blue tight wearing superhero in front of her desk.

"Spider-Man?" She exlclaimed.

"The one and only, by the way have you seen a guy wearing-"

"He's heading up to the tenth floor!" The women said.

"Got it, thanks," Spider-Man said as he rushed towards the door.

"I'll get their faster if I climb," He thought.

Inside the man opened the door to the office of fifty six year old, black haired, Richard Leoni, one of the most feared crime bosses in New York City, who sat at his desk without showing even an ounce of fear. Beside him were two male bodyguards in their late twenties and thirties. One of them had a shaved head, while the other had spiky black hair.

"It's rude to come up here without making an appointment," Richard said.

"I didn't come here to talk," The man said as he took out his pistol and pointed it towards the unfazed millionaire. The two bodyguards then replied by pulling their own pistols out towards the man.

"I respect a man that gets straight to the point," Richard said.

"So whos lackey are you?"

"Someone you've made very angry," The man said.

Richard laughed, "Listen kid, why don't you just go home before someone gets hurt,"

The man said nothing as a drop of sweat trickled down his cheek, he was new at this kind of life and it showed.

Suddenly window glass shattered and Spider-Man landed in the middle of the room.

"Sorry, was I interrupting something?" Spider-Man said as the mystery man dropped his gun and attempted to run out of the room, only to be flung back by a line of webbing.

"Nice try though," Spider-Man said.

"Spider-Man? Shoot him! " Richard shouted to his men.

"I get that reaction a lot," Spider-Man said as he webbed up the bodyguard's guns to the wall before they could fire.

"Goddamnit, I'll just kill him myself," Richard shouted as he pulled a pistol from out of his desk droor and fired at Spider-Man.

Spider-Man's sense went off as he dodged the bullet, which instead shatterd a potted plant on a glass table near the window behind him.

"Aw but we were just getting to know each other," Spider-Man said as he web yanked Richard's gun from out of his hand.

The bodyguards finally stopped trying to pull their weapons from off of the wall, and instead ran towards Spider-Man. The shaved guard swung at him, Spider-Man grabbed his fist before impact.

"Well that wasn't very polite," Spider-Man said as he punched the man in the face, sending him falling backwards onto the floor.

The second grabbed Spider-Man from behind, who elbowed him in the stomach and back kicked him, sending him backwards through the glass table behind him.

Shortly after his victory Spider-Man noticed a string of web on the ground where the mystery man used to be.

"Crap,"

Outside the man quickly entered the elevator and paniced as he rapidly pressed the first floor button.

"Come on, come on..."

The elevator doors slowly began to close before being held back by Spider-Man's hands. A look of fear descended upon the man's face.

"I would've went for the stairs," Spider-Man said.

Several miutes later Peter was back outside and standing in front of an empty spot where his bike was parked.

"You've gotta be kidding me," Peter said as he picked up his broken bicycle lock from off of the sidewalk.

"Stop criminals, get bike stollen, seems like legit karma," Peter said sarcastically.

Shortly after Harry opened the front door to a frustrated Peter.

"What took you so long?" Harry asked.

"Let's just study," Peter said as he entered.

A confused Harry closed the door and followed.

Meanwhile, inside a Police station somewhere in the city, burly, gray haired police officer David Akin, walked into the office of police captain George Stacy.

"We got the guy who tried to attack Richard Leoni, found him webbed up inside an elevator," David said.

"Got an id on him?" George said as he sat up from his desk.

"Yea, his names Maxwell Dillon," David said.