Disclaimer: I neither own Marvel and those recognizable characters therein nor do I own Glee.

Hiya folks. So in honor of the Amazing Spiderman 2 movie I wanted to write this. Bare in mind that I am a HUGE Spiderman fan so I will be dipping into the Spiderman lore a bit. Okay a lot. But have no fear. I will do my best to explain if I can. You will see some moments from both Spiderman movies and other will touch on the comics as well. I'll do a little of both and a little of me in between. :)

I've never tried this before. Just implementing an OC as the main character into a fandom I liked and just waited to see what happened. Welp. First time for everything I guess. :)

This is going to be a Quinn/OC fic. Possibly a Quinn/OC/Rachel fic. I haven't decided. I'm still playing around with this character so we'll see what happens.

Also, note that seeing as how this is the Marvel universe and just about everything important or cosmic happens in New York, our characters are set there. Instead of McKinley they're at Midtown High. And instead of Lima, everyone grew up in Queens.

I'm keeping most things true to the Marvel universe, meaning other characters like X-Men or Iron Man may make an appearance at some point. If you are not too familiar with the comics I will still do my best to explain certain things or answer any questions but for the most part it should be pretty easy to understand, at least that's what I'm shooting for. Don't quote me on that. :)

Okay, that's about it.

I hope you enjoy.

The Amazing Spider-Girl

|Issue #1|

The Beginning...

Payton Benjamin Parker groaned and grumbled from underneath her mass of covers. The thought of what that foreboding sound blaring in her room meant urged her limbs to stay put.

She so wasn't moving. Nope. Not gunna happen.

"Payton, you're going to be late for school. Up up up!" Was hollered through the door.

"Coming Aunt May!" She grumbled from underneath her pillow.

And she's up.

"You better be. This cereal isn't going to pour itself." Payton smiled despite herself as she heard her aunt's distant but good natured grumbling as the woman descended the stairs.

Now she's all disgruntle-y. Better get up before she starts giving me 'the eyes'.

Payton shivered at the thought and pushed herself off her warm mattress.

She began her routine by getting washed up in her bathroom. After she was sufficiently scrubbed for the day, she grabbed a simple black band tee and a grey plaid button up to go over it. She wasn't what you'd call a fashionista by any means but she also wasn't raised to want more than she had either so she was fine with it. Plus, she loved her T-shirts.

She chose dark skinnies and her blue Converse to finish her outfit. Her long brown hair was tied up into a messy bun this morning, a few strands curling slightly around her face.

Payton had never really been what one would call girly. Though she doesn't think she'd call herself a tomboy either. She simply liked what she liked. Her make up was limited, she didn't really invest in the stuff much. All she ever used was her trusty black eyeliner and that seemed like enough for her to appear presentable. Well, by high school standards.

She traced her eyes with practiced hands, letting the paint outline her bright hazel eyes.

After deeming herself satisfactory, Payton grabbed her book bag and made her way downstairs for breakfast.

|Midtown High, New York|

In retrospect, she should have known better. Walking into Midtown High without an inch of mental and emotional armor equipped is practically a death sentence. So it shouldn't really surprise her what happened once she stepped foot inside her own personal hell that day.

She hadn't even been in the building that long, though when she hears the unmistakeable voice calling her out for all the school to hear, Payton's whole body, every muscle therein, seemed to go rigid with cold dread.

"How's it going, Benji?" Payton nearly went pale at the sight of Santana Lopez and that evil smirk gracing her presence. She hadn't been in the building five minutes and already she was regretting not telling her Aunt that she was dreadfully ill and needed to stay home for the next week, or six.

"Hi Santana." Payton replied dismally.

"Give me your notes for English and Chemistry." This wasn't an unusual request - okay demand - from the Latina. She had been doing it throughout most of high school. It happened often enough that she had gotten into the habit of printing out a copy for herself when ever she was in the library or simply transferring the information by hand if she didn't have the time. But for whatever reason she felt like questioning the bully in front of her. She had been in a pretty decent mood this morning and it gave her a rather misplaced sense of courage.

"Why?" That was a stupid question. Obviously, because the next thing she knows she's being shoved into somebody else's locker, her back colliding with the open door and shutting awkwardly with her weight. The student whose locker she had just rammed into squeaked like a scared mouse. Oh but don't worry, he had the good sense to quickly fasten the lock back on behind Payton, adding to the pain she was feeling in her back as she felt it behind her, before he fled in terror.

"Because I saids so." Santana growled as she invaded Payton's beloved personal space, forcing her further back into the locker with a wince. "Now gives it."

"Red folder." She said defeatedly, finally caving. Pain was a rather strong motivator. Santana smirked at her obvious triumph and wrenched Payton's bag from her shoulder, causing her to jerk uncomfortably against the combination lock. She watched mournfully as her backpack was torn open and the contents of her bag upended, scattering across the floor only after Santana had gotten the red folder Payton had always kept with the notes she shared with the Latina handy.

"See you around, Benji." Santana even had the audacity to laugh as she sauntered away.

Payton fixed her glasses from their skewed position across her nose and glared at the retreating girl. She hated feeling this weak. But seriously, what could she do about it? She'd always been the runt of the litter. The weaker kid on the playground. That wasn't going to change anytime soon.

"You shouldn't let her push you like that, ya know," Came a voice next to her. Payton jumped at the sound and felt the lock in her back dig deeper, making her grunt a bit. She relaxed once she noticed who it was. Harry Osborn stood tall and gangly as usual right next to her, his shoulder leaning against the locker next to hers.

"Oh yes, because a fist to the face is so much more appealing than just handing over my homework." Payton retorts as she pushes herself away from the offending metal object trying to force itself into her spine.

"You shouldn't have to hand over anything." Harry reaffirms, as he picks up her fallen bag from the ground, and dusting it off with a few gentle claps and handing it over. Payton accepts it with her uninjured arm, shouldering the strap. She bent over and quickly collected the papers and folders , seeing as people didn't really care which way or the other and were stepping on her stuff as they walked by.

"Yeah, well, in a perfect world I wouldn't have to. Still doesn't change the fact that I like my face the way it is. Preferably not black and blue."

"You're right. Blue is definitely not your color." He grins widely, grabbing the gathered papers and stuff in her hands and walking behind her to place it back in its rightful place.

"Shut up." Payton grinned slightly as she pushed up her glasses. If possible, Harry's grin only got wider. Blue was so her color.

"Still, someone needs to teach her a lesson in manners. And apparently English, since she can't seem to grasp the clever art of stringing a sentence that doesn't sound like the lyrics to a rap video."

Payton almost threw her head back and laughed but quietly refrained as she grinned at her friend with amusement.

"Oh and you're going to do it?"

Harry's eyes bugged and he shook his head fiercely.

"Hell no. Girl scares me."

Payton snorted.

"Well at least you're honest."

Just then loud laughter could be heard from down the hallway, earning Payton's attention. She watched as a group of teens were pointing at her from across the hall a little ways done from them. Not even hiding their jeering. The small mass of bodies huddled around one teen holding a cell phone. They were blaring it so loud that she could hear it from where she was. And it sounded like they were watching a recording of the entire altercation with Santana as the sound of a loud metal thunk and Santana's demands for her homework filled the hall.

Sometimes she really hated technology. Like now for instance.

"I hate cellphones." She grumbled as she heard snickers from passing teens as they passed. She wouldn't doubt if the stupid video went viral all over school. It'd just be her luck.

"You're only saying that because you don't have one." Harry says, not noticing the snorts and derision nearby.

"I have one." Payton scoffs indignantly, pulling out her small, admittedly outdated, flip phone from her pocket to show as proof.

Harry glanced at it before grimacing. "Yeah. Something the cave men were no doubt bashing against a rock."

"Whatever. My phone is fine. It's so fine in fact that its just made of awesome. Can you say your phone is made of awesome-"

"Yeah."

"-no, you can't. Because my phone took all the awesome in the entire universe so there was none left for your lame ass phone."

"Of course it did." Harry indulges. Payton nods curtly, huffing playfully. "I say you just chuck the damn thing at the next best available moment and never look back."

"And have what left over?" She asked incredulously.

Harry shrugged.

"A rock would probably be better than that thing." Payton, only feeling mildly insulted for her piece of crap phone, whacked his arm.

"And I'll just use it to hit you over the head with. Stop being mean to my phone."

"So feisty in the morning. Grrr."

Payton grunted as she made her way to her locker, effectively ignoring him and the snickering from stupid teenagers that didn't matter.

"I just don't like them because they're used for evil." She groused.

"True. I-" Harry didn't get to finish however because the loud commotion from the other end of the hall proved to be much more distracting.

"I can't believe you Finn Hudson!"

"Rach it was just a comment. Just words I totally swear. You know I never mean anything I actually say."

"Yes, I'm beginning to see that now." The girl sneered as she yanked her books out of the metal cavern and slammed her locker shut, loudly, and stormed off in a blaze of argyle infested glory. Payton could admit that she was pretty impressed with the drama of it all. And Rachel Berry wasn't known to disappoint when it came to drama.

"What the hell was that all about?" Payton asked, hiking a thumb at the bickering couple.

"Beats me. Loser drama probably. I'm not really up for caring." Payton frowned at her best friend and watched as the tall teen down the hall grumbled and eventually strode off after his pint sized girlfriend. Shrugging, she turned her gaze and gave a slight smile to her friend.

"You are such a saint."

Harry grinned wryly. "So very saintly."

"Hmm."

Harry slung his arm around her shoulders, squeezing her arm gently as he smiled down at her.

"Come on, loser, class is this way."

Payton rolled her eyes as she let herself be led.

"A gentleman too, lucky me."

"Damn straight."

|At lunch|

Gold.

That's all she could really see. Gold and bright red swishing two and fro.

The vision in front of her was simply that, a vision. She couldn't tear her eyes away. No matter how much she tried, which really, she didn't. Not even a little bit. Because seriously, you don't just willingly pull your eyes away from something that beautiful. Not unless forcibly. And really, that was pretty much the only way she could imagine being parted-

"Ya know you gotta blink at some time."

"Hmm - wha?" Payton blinked rapidly as if coming out of a long dream.

Or ya know, by having her friend snap her out of her reverie works too.

Harry looked at her, his expression stern and pointed. "Parker, seriously. Why don't you just go talk to her?"

"What?" Either she had completely missed a conversation they were having that she wasn't even aware of or he was trying to catch her off guard on purpose.

Payton's brows frowned in confusion.

Harry motioned with his eyes to where hers were so studiously trained a moment ago. "Couldn't hurt."

Payton finally got what - or rather who - he was referring to and her eyes widened and she shook her head quite frantically. Um, yeah, no.

"Um yeah it could. It could hurt a lot. We're talking irreparable damage to my self esteem not to mention the fact that hello - it's Quinn Fabray. You don't just talk to Quinn Fabray. You flee in abject terror."

Harry snorted and pointed a fry at her. "Except you. I'm pretty sure you gravitate, dude."

Payton rolled her eyes and took a sip of her water bottle, effectively looking at something other than his stupid knowing gaze. With that stupid knowing grin. She hated that grin.

"Whatever. Still not happening. Ever. Like never ever."

Harry stared at her as he popped a French fry in his mouth. "Chicken."

"Absolutely."

"Okay fine. I'll make a deal with you." Payton looked at him wearily. She had made 'deals' with him before, and they usually ended with her doing something potentially humiliating or something just 'Aunt May frown worthy' if either her or her Uncle Ben ever found out. And seriously, an Aunt May frown was the closest equivalent to a box of puppies on a busy train track she could think of.

"Depends." She hedges carefully. Harry smirks at her uneasiness.

"How about this - the next opportunity you get to talk to her, you do it. No chickening out. And you actually try for a conversation that doesn't involve the weather."

"But the weather is such a lovely conversation starter." Payton mock pouted.

Harry chortled when he was taking a sip of his chocolate milk, coughing softly.

Payton sighed exasperatedly, long and drawn out as if she was pained at the very thought of what she was being coerced to do. Which, she kinda was.

"And if I do this incredibly insane task?"

"I'll get you a knew cell." Harry shrugged as if that was no big deal at all. Payton gaped at him even though it really shouldn't surprise her. New cell to her meant one with a working screen and where the keys didn't stick if you pressed it wrong. New cell to Harry, however, meant something top of the line and with a triple digit price tag.

She wasn't ashamed of her aunt and uncle. Far from it. She was incredibly proud of the people who had pretty much raised her for most of her life. But she knew money was tight. She was okay with that. Aunt May usually got most of her clothes from the second hand store a couple blocks from home. She used to make them herself until she was in grade school and the other kids started making fun of her and calling her poor, and her Aunt May decided that it was time for something with a price sticker. No matter how flawless her stitching was. Though, looking back, Payton doesn't really remember anything being wrong with the clothes her Aunt May made. She used to be a seamstress after all.

"I can't ask you to do that." She says firmly, though, albeit gently as not to hurt her friend's feelings.

"You didn't and I know that which is why I'm doing it anyway." He replied almost haughtily.

"You're crazy."

"Very very. And I am rolling in the titles today. First saintly, then gentlemanly, now I'm just a crazy person." He joked.

"Oh yeah, you're a big ol saintly gentle crazy man. Bask in your greatness." Payton mock grunted while Harry preened at the nonexistent compliment.

"So true. But you better make up your mind quick before I get something you'll hate."

"You can't do that."

"Too late. Already doing it." Harry smirked as he whipped out his phone already pulling up god knows what to purchase from lord knew who.

Payton watched him uneasily. Why did she have to be friends with a stubborn rich kid?

"Do you like Barbie girl pink or periwinkle blue. They both are just so you if you ask me." Harry grinned wickedly as he kept scrolling through the colors.

"I hate you." Payton glared.

"Love you too now decide oh indecisive one." He was enjoying this. It was so obvious from the sparkle in his eyes and the mischief therein.

"Harry."

"Payton."

"Aunt May is going to flip." She grunted as she held her chin in her hand and sighed, a long suffering thing, much to her friend's amusement.

Once again it was way too much. Harry, of course, didn't see it that way. He simply saw it as helping out a friend, albeit forcing her through painful humiliation by talking - yes, speaking actual words and not grunts or squeaks - to her long time crush. But what was she gunna do? It was Harry.

And though she's thought about it before, not accepting it would just be rude. She'd had this debate with herself numerous times since Harry became her friend. His dad was Norman Osborn. A big wig CEO of Oscorp Industries. Yes, the Oscorp Industries. Meaning that Harry could have anything he wanted and pretty much did which is why getting his friend a brand spanking new phone that probably came equipped with a small robot that would cook her breakfast and do her laundry wasn't such a big deal. Hence, why Payton felt uneasy. She was the lowest on the totem poll, always would be compared to Harry Osborn. All she could do was go up while Harry was already above the clouds financially. Except she probably wouldn't. Probably not ever, and she was okay with that. Except for moments like this.

"Tell her it was a birthday present." He offers.

"My birthday isn't for another four months. And besides she's still reeling from the last birthday gift you got me."

"I thought she loved the Wii I got you."

Payton stared at her friend like the crazy person he was. "Not after you got me a huge home entertainment system to go along with it. Also after letting me 'borrow' a perfectly working Xbox and a whole stack of games." She used the appropriate finger quotes over borrowed.

Harry grinned. "Which we made great use of." Payton narrowed her eyes at him like he was an idiot. "What? I hate playing by myself."

"Attention whore."

"Extremely."

She smiled at her friend, knowing he really couldn't help it. He had a platinum credit card for a reason, he'd always say. Plus he loved spending his money on his friends. And from what Payton gathered it was mostly just her. She wasn't sure if it was because he felt bad for her or if he genuinely wanted to dote on her or whatever. Either way it made her slightly uncomfortable.

"I figured by now you would have learned that there is no saying no to me."

Payton rolled her eyes, then crossing them with a loud groan. "Okay fiiiiiine. But only because I know you'll pick the most sickening color if I don't."

"I personally prefer the puke green myself."

"You would."

Harry winked as he popped another fry in his mouth.

It wasn't until six period that the 'deal' was brought up again and by then Payton had managed to forget about it as she threw her all into her studies like she was known for. She was a nerd after all.

"So I'm thinking tomorrow on the field trip." She heard a voice say casually. Payton looked away from the board and turned to her friend who was sitting next to her. His voice was low so that the teacher wouldn't suspect anything but she was pretty sure that at least the guy in front of her could. Payton leant over slightly, keeping her voice quiet.

"What?" Payton looked over at him, confused.

He always seemed to spout random questions and thought blurbs out of nowhere that sometimes she couldn't help but sound like 'what' was the only word she knew. And she was supposed to be the smart friend.

"You know, the field trip." He waggled his eye brows oddly, probably emphasizing something, Payton figured. Though she had no idea what because her friend was just crazy.

"You know," He emphasized. "So you can talk to people on the field trip."

Granted it took her a few seconds to figure out what he wasn't saying instead of what he was but she eventually understood. With dread.

"I don't know." She said nervously.

"Hey. Can't back out now, man. Your prize has already been purchased and no doubt shipped thanks to the wonder of express shipping." He waggled his cellphone as if that was all the proof she needed for how utterly doomed she was to her fate.

"Why would you do that?" She whisper-hissed as she snuck a glance at the teacher so they wouldn't get called out on. Would that mean she'd have to talk to her sooner? Like tomorrow? Holy frack!

"So you can talk to her tomorrow and fall in lurrrve." He drawled with a huge smile.

Yup. That's pretty soon.

"I can't believe I let you talk me into this." She murmured miserably, burying her head in her hands.

"I will begin by taking all forms of thank you's and praises you feel like bestowing upon me. Cheek kisses are also welcome but aren't expected." He was loving this.

She actually facepalmed and her friends unmistakeable laughter was hushed behind his hand.

"Wow. I'm friends with the biggest dork on campus."

"The best dork ever, you mean."

"Same thing."

Harry grinned widely. Payton rolled her eyes at her friend's smiling face as she just shook her head and went back to her notes, though she honestly couldn't bring herself to focus anymore.

|Parker Residence|

Payton felt exhausted after the day she had and yet she couldn't help but think into the late hours of the evening.

All she could do was lay on her bed and stare at the glowing stars on her ceiling that her uncle Ben helped her put up there when she was seven and she was going through an astronomy phase.

She wondered - frustrated over - what she was going to do, what she was going to say to the ever unattainable Quinn Fabray.

Harry hoped for something to happen, or he was simply trying to make her braver, she wasn't sure. But by backing out now she would be admitting that she was too much of a coward to act on her feelings. Which she kind of was given how long she's had them. But Payton was a practical creature, she knew she had a very slim chance of garnering any friendly reaction from Quinn much less intimate ones.

She was referred to as the HBIC for a reason after all.

Payton had a better chance with someone like Rachel Berry than she did with Quinn Fabray. And that's while considering that Rachel has been goo goo eyed for the vertically ambitious Finn Hudson since freshmen year.

Payton scoffed at her chances; which were dwindling before her very eyes. That's why moving into the city, away from Queens all together, seemed like the best plan. Starting fresh, starting over. Best plan ever in Payton's opinion.

And besides, it's just one field trip where I might talk to Quinn. It's not like anything is going to change for me. I'll still be Puny Parker until the day I die.

A stupid field trip isn't going to change that.

So how was that? Good? Bad?

Next issue: Payton's world changes in ways she never could of imagined: and all it took was one single bite.