Some Time Ago

Norman Osborn was a small time businessman with pig plans. He'd grown up an orphan, living off of the streets, watching from afar as all around him were swaddled in the lap of luxury. He swore to himself if he ever got the chance, he'd rise to the top and never look back. He had his lucky break when he'd won a contest at ESU, granting him free admission. Since then, he'd started his own privately funded lab, Osborn Labs, and was currently planning on developing into a major corporation. In order to get the funds and attention necessary to explode like his old rival Stark, he'd need a breakthrough. One which he was currently watching his top scientists attempt to crack.

"Is it ready yet?" he asked again, growing impatient. The lab was small, located in an old, dimly lit building by the river-side. He stood behind Spencer Smythe, the tech genius of his only three staff members, peering over his shoulder.

"Not quite, Mr. Osborn," Smythe answered, "We've had a little issue stabilizing the radiation. The Promethium-X has the tendency to degrade after forty-eight hours. We need to pinpoint the optimal time in its cycle to emit the particle wave."

"Dr Smythe, may I remind you we are running against time here. We have no idea how long the meteorite can survive in stasis. May I remind you Dr Connors is working full time to ensure the Gene sequencing is ready for our experiment, and he is almost ready. Isn't that right, Curt?"

"Yes, Mr Osborn, I've isolated the hormones necessary for retroactive re-polarization. Has the specimen been prepared for testing?" replied Dr Connors.

"Well, that all depends on our good friend Dr. Brock, now doesn't it?" Osborn turned to where Brock was staring intently at a large glass tube in front of him.

"Brock, you studying that thing or thinking of asking it out on a date?" Osborn quipped.

"Sorry Norman," laughed Brock, "I'm just still in denial about this. A programmable lifeform… I can hardly believe it. What luck we found this thing, I mean… this is going to win us a Nobel Prize, at least…"

Inside the tube, Brock marveled at the ever swirling black opaque mass of liquid.

Just then, the door to the lab swung open. Everyone turned to see who it was, and Brock positioned himself in front of the tube, guarding it from view.

When Osborn saw who it was, he smiled.

"Ah, Ben, wel—"

He was cut off as a swift punch in the face from Ben Reilly took him by surprise.

"What the hell, Reilly?" Norman spat.

"What the hell did you do to my son!?" Ben demanded. He was an older gentleman, early sixties, but right now he looked pale as death.

"What do you mean? What happened!?" demanded Norman, grabbing on to Ben now, clearly worried as well.

"He had another allergic reaction. He… he went into a coma." Ben nearly choked.

Norman looked mortified. Everyone else in the lab turned away. They knew how much the boy meant to Norman.

"…And," continued Ben, "we found him next to one of your projects. A bottle, or test tube, or some crap like that, marked OZ-1963. What the hell is that? What did it do to my son!?"

Osborn straightened up. He turned to Brock, who looked mortified.

"Ben, he's not your son, no more than he is mi—"

Ben punched Osborn in the face again.

"Secondly," he continued, "It seems Peter has ingested some dead bacteria we use to test cures for minor flu symptoms, if anything. The OZ project was discontinued some time ago, I don't know how he would've gotten his hands on it. Besides, there's no proof he ingested anything at all. Come, I'm sure Peter just had a reaction to another one of those spider bites. Let's go see him at the hospital."

Osborn calmly escorted the fuming Reilly outside, before returning and whispering to his staff, "Everyone, keep this quiet, you hear? If the boy came into contact with a symbiotic sample, there could be dire consequences. The last thing we need is Mayor Kelly closing us down. I'll go take a blood sample from the boy. Don't worry… it seems we've moved up the testing schedule, is all." With that, Osborn sneered, and made his way outside to Ben's car.

Present Day

Thus far, it was a normal Orientation at Midtown High. There were already six detentions, two suspensions, and one expulsion… and it was only 9 AM. The first day was always quite eventful, but it got progressively manageable from there on it, or at least that was what Principle Modell kept telling himself. He had the luxury of being in a particularly interesting part of the city, drawing in students from all walks of life. From the dirt-poor kids to the rich, the happy to the extremely pissed off, the nerds to the junkies, he had the pleasure of dealing with them all. He slammed his head on his desk. At that moment, another troublemaker was sent in. He straightened up. This was going to be fun.

"Ah, Ms Hardy, please come in. Have a seat."

A rather disgruntled looking Felicia Hardy took a seat opposite the principle, who eyed her cautiously. The girl had shoulder length, messily cut black hair with blonde tips, and wore all black, including a leather jacket. Oh great, Modell thought, another one of those…

"Ms Hardy, I am to understand this is your fifth school in three years. Is that correct?"

"You tell me, you have the papers." replied Felicia cooly, barely paying attention.

"And I don't suppose you want to start looking for school number six?"

"If I have to, I will."

"Well, let's make it so you don't have to, hm? I hear you got into a fight with a Mr Thompson this morning. Care to tell me what that was all about?"

Felicia turned to look the principle in the eyes, and smiled.

"Yes, he grabbed my ass and I kicked his. Any more accusations?"

Mr Modell coughed.

"I don't want any trouble, Miss Hardy. I hear any negative reports, you're done here. I have enough on my plate without your infamous violent episodes tarnishing my hallways. Are we clear?"

"Crystal." replied Felicia through gritted teeth. Modell waved his hand in dismissal, and Felicia promptly exited the office.

The principle sighed. It was going to be another one of those years. Well, he thought, maybe the Osborn kid can do something to straighten her out.

In the hallway, Felicia made her way through the crowd, trying her best to keep a low profile. Believe it or not, she actually did not want to get expelled again. She just had a few temper issues…

"Hi, excuse me, are you Felicia?" Felicia turned around.

Standing before her was the stereotypical image of a bubbly blonde. Straight hair pulled back in a head band, red lipstick, and a sea foam green jacket. Oh great, Felicia thought, the welcoming committee.

"Hi, I'm Gwen Stacy, Student Council. Oh behalf of—"

'Shove it, blondie, I don't need a baby sitter." Felicia interrupted. She turned and began walking away, before sighing, and turning around.

"Ok look, I don't want the faculty thinking I'm some monster, so just… don't piss me off, ok? Here, I'll even let you show me around."

Gwen raised an eyebrow.

"…Please show me the school… and wherever the hell my locker is." Felicia conceded.

Gwen smiled, and began showing Felicia around.

"So, Felicia, you're a junior, right?"

"Mmhm."

"Ok… How do you like the people here so far?"

"Hate them."

"Why—"

"I've only met Flash Thompson, though…"

"Yeah, probably not the best representation of our students here…" Gwen admitted.

"He's an ass."

"Yep."

Gwen showed Felicia the lockers, the classes, the lab, everything. As they walked around outside the school, a limousine pulled up, and from it emerged two boys.

"Who are those drips?" Felicia wondered aloud.

Gwen rolled her eyes. "Those are the Osborn boys. Well, technically only one of them's an Osborn. You see the one that looks like he's on a cruise or something? The tall, DiCaprio looking one? That's Harry Osborn, son of Billionaire Norman Osborn, current god of Wall Street and Alchemax Enterprises. That skinny one, with the glasses is his adopted brother, Peter Parker. He's super annoying."

"Oh, so you like him?" smirked Felicia.

Gwen promptly made an "Uch" sound.

"No, he's one of those gross nerd-hipster types. Thinks he's so funny… that and he's the only one who's standing between me and Valedictorian."

Felicia snorted.

"You've barely started Junior year, and you've got a rival over Valedictorian? Give me a break. C'mon, let's go talk to the dweebs."

"Wait, no no no no no no—" Gwen sputtered, dragged by Felicia towards the laughing duo of Junior boys.

"Hey, rich kids, wuzzup?" shouted Felicia.

Harry turned first, then gradually Peter did as well.

"Oh hey ladies…" Harry said slyly, winking.

Gwen rolled her eyes.

Harry elbowed Peter, who at the moment was just standing there awkwardly, admiring the walls of the school.

"O-oh, yeah, hey Gwen." Peter smiled sheepishly.

Gwen avoided his gaze, then stammered, "Oh, and this is— um… where…"

Gwen looked all around, but Felicia was gone.

"Damn, I— excuse me," Gwen muttered, then left the two boys looking quite confused.

Harry gave Peter a raised eyebrow and a smirk.

"Well that was… interesting." he chuckled.

Peter was less amused.

"Dude, she likes you!"

Peter looked puzzled.

"Who?"

"Gwen, you idiot!"

Peter nearly choked. "Gwen? Are you kidding? She hates me. She's constantly putting me down. I have no idea why…"

"Dude, it's 'cause she likes you! Duh!"

Peter shook his head. "She'd sooner ask me to snap her neck than take her on a date, bro, I assure you."

Harry sighed. "What am I going to do with you…"

The boys began making their way through the hallway, through the increasingly thickening crowd.

"I'm telling you Pete, you— excuse me— you're a total catch. Chicks dig that whole— move— nerd thing you've got going on— hey, watch it— "

"Harry, no one says 'chicks dig' anymore."

"Tubular," replied Harry, "Now why is everyone blocking the hallway?"

Harry tapped someone on the shoulder.

"What's going on here? Why is everyone here?"

"Oh man, Flash and his crew are breaking the freshmen in!"

Harry rolled is eyes.

"Can you believe it Pete? Pete?"

But Peter was nowhere to be found.

"Not again…" Harry muttered, and began shoving through the crowd. When he reached the clearing, he found Flash Thompson and a few of the other guys from the football team tossing books around over students' heads.

Harry silently prayed that Peter wouldn't— oh, he did.

Peter stepped in. Literally.

"Leave them alone, Flash." Peter said calmly.

Flash chortled to himself. "Back for another year of more poundings, huh?"

Harry sighed, and let his gaze shift around. Here we go again… he thought. He noticed that across from him, Gwen and that other girl were also watching, both emoting the same thing as he was towards Peter: Really?

"Leave them alone, Eugene."

Flash turned around and punched Peter in the gut. Peter crumpled to the floor.

That was when Felicia stepped in.

"Leave him alone, you stupid sack of crap, or I'll beat your stupid ass again, in front of everyone."

Flash gave Felicia a look over, then came in close.

"I have a better idea. You go out with me, and he lives. Deal?"

Felicia gave Flash a look of utter disgust. As Flash began to lean in to kiss Felicia against her will, Peter suddenly sprang up and punched him in the gut.

Flash stumbled and coughed.

"Hey, dork, I don't need someone fighting my battles for me." Felicia yelled at Peter.

"Same here." Peter mumbled.

"Oh yeah, 'cause you were doing such a good job of that!"

Flash spun around and was about to attack Peter, when Harry stepped in.

"That's enough!" he shouted.

"I've got this!" Peter and Felicia each yelled.

"Yeah rich boy, back the f—" Flash was cut off.

"No, you back off Flash. Enough is enough. C'mon, you're cooler than this."

Flash looked around, suddenly aware of the scene he was making.

"Well, this frosh over here's family is loaded, or so I hear. I was just asking her for some donations, y'know, for charity and such, but if a fine young rich kid such as yourself wants to step in…"

Harry rolled his eyes, and casually slipped Flash a twenty.

"You fashion up that dump you call a home, K?" Harry spat.

Flash snickered, than walked off, yelling back, "'Preciate it!"

Peter shoved Harry. "You shouldn't have done that."

"What was I supposed to do, let you two get your asses kicked?"

"I can handle my own ass, thanks," Peter and Felicia responded indignantly, together. They looked at one another, astonished that they'd spoken in unison yet again.

Harry stared at them, the smirked. He whispered to Peter, "I guess I picked the wrong one of them to theorize about, huh? Good luck with that, idiot." With that, Harry left.

"What was that about?" Felicia asked.

"Wha— uh, nothing. Hi, I'm Peter."

"I know. Next time, be smart. And don't get in my way."

Felicia began walking away. Peter sighed. Well she's a charmer.

"I'm Felicia, by the way," she called back, before rounding a corner and disappearing from view.

Peter bent down to help the freshman girl with her books.

"Hi, I'm—"

"Peter Parker, I know… uh, hi, sorry about that…" she scrambled around nervously, adjusting her glasses.

"Uh, my name is Debra, Debra Whitman, but people call me Debbie… no, they don't, I don't know why I said that, um… hi, thank you! Uh, I need to go, uh…"

After Peter handed her her last book, she shyly and quickly walked away. Once out of sight, Debra exhaled sharply. Way to go, she thought.

Left alone in the hallway as the bell rang, Peter thought to himself, Well this should be an interesting year.

Later that night

Felicia, now wearing goggles, a long white wig, and skin tight leather cat-suit with white fur trim, slipped silently towards the penthouse apartment of that Whitman girl. She stood on a rooftop of a nearby building, prepared for her routine of burglary. Earlier, after hearing from bystanders about how rich her family was (yet not quite as famous or well-protected as the Osborns), Felicia had stepped in, so as to later have an excuse to approach Debra. While they were talking, Felicia was able to sort through the other girl's things undetected, being the expert pick pocket and stick pocket that she was, and eventually she was able to find her address. She was about to start cutting through the windows, when suddenly someone grabbed her from behind.

"What are you doing!?" a voice demanded. Felicia turned to look at the owner of the voice. Standing opposite her on the rooftop was a male figure, relatively tall and very lean. He wore a hoodie, with the hood and darkness masking his face.

"Look, I don't know who you are, but you better back off, before I make you."

The guy snorted.

"That's original. So, you one of those weeb types?"

"Excuse me?"

"Well, strange taste in cosplay. You speak Japanese?"

Felicia just looked confused.

"Whatever, you don't get the joke, oh well. Now leave, go rob someone else. These guys are protected, ok?"

"Look, I don't know who you think you are, if you think you're a comedian or some kind of body guard, but I know one thing: no one tells me who to rob."

Felicia charged across the rooftop, the other guy jumping out of the way.

Man, he jumps high.

The guy turned around and kicked her back.

He's pretty strong. Who is he?

Felicia tried to punch him, but he blocked it. He tried to kick her off of her feet, but she side stepped, and he fell over. The two continued to spar for some time. Felicia eventually realized that although he had a seemingly impossible amount of strength, he had no technique, of which she had a surplus. Using a careful maneuver, she was able to use the guy's strength against him, sending him by when he jumped at her and hurdling him. Unfortunately, she'd underestimated his leap, and he went straight over the side of the building. Felicia had to catch her breath, not sure if she should feel relieved or panicked.

Idiot. I can't believe he killed himself. I have no blame in this situation, it's all on him.

Suddenly, the assailant leapt back to the rooftop (How? that's a forty foot drop! Felicia wondered), grabbed, Felicia, and leapt to the next building over, where he stuck to the wall, pinning her against it. She struggled to get free, now thoroughly terrified.

"Put me down, you creep!"

"Uh uh, I wouldn't wish for that if I were you, we're rather high up, and I'm the only thing between you and a splattered fate. So, how about we get to know each other, huh?"

Felicia looked down, stifled a cream, and forced herself to stop fighting him.

Crap, he's got me. This is so not fair, I beat him. I was better than him I—

Felicia looked into the face of her carpet, as the light caught under his hood for just long enough.

"…Peter?" she gasped.

"…Felicia!?"