answers to reviewers questions or statements:

Trey: Not that I'm aware of, let's just assume that Ned took a bunch of Lego pieces and constructed his own Star Forge.

er kabbabaro: No on both accounts I'm afraid.

Dopeenight: So him being who he is dosent sit right with you? Good to know.

Lenny286: Yes, they will be though things will be complicated because, this is Spider-man in a High School setting and when have things ever been easy for him?

QuantumShatter: If you mean will betty show up, then yes she will.

Stormhound12: So far he's dealt with Sandman, Rhino, Vulture, Hammerhead, Electro, Dock Ock, the Beetle, Kingpin and Hobgoblin. He's been Spider-man a little over a year, give or take a few weeks and has teamed up with a few members of the Avengers, X-Men and even the Fantastic Four.

Badger10: It'll be someone else that'll act as Peter's father figure. Will he be a great role model? No, not even close but he'll be perfect for good old Spidey in helping him with how far he should go, what matters in life and when the kid gloves need to be taken off. Plus, he may teach him to be a better fighter so there's that too.

Disclaimer: I don't own any Marve or Riverdale characters seen, mentioned or used.

Peter sometimes questioned the intelligence of his Rogue's gallery. Questions how some of their plans sounded so good in their head when in reality they were so dumb and idiotic Peter wondered if the one that came up with it was dropped one too may times as a baby on their head.

"End of the line web head!"

Case and point, Flint Marko aka Sandman had decided to take a stab at Peter as he was swinging through the Bronx after school. Peter didn't even know the man had broken out of the Raft again and wouldn't have know had Flint decided to not attack Peer like he was now.

"On that note, hey Sandy can I ask you a question?" Peter said as he dodged another massive sand fist before leaping back to get some distance between him and the sand manipulating man.

"What, hoping I'll show you some mercy!?" he yelled in frustration at not being able to land a solid hit on the masked hero.

Peter shook his head as he landed on a street light and looked down at Marko "No, I was just wondering if you had any relatives outside of Big Apple. You know, people you could go visit maybe?"

Marko frowned at this "Yeah, I do. So what?"

"Well, why not head there after breaking out of jail, something I wasn't even aware that you did until you attacked me, and lie low?" Peter asked as he scratched the back of his head "I mean don't get me wrong, I'm sorta glad you didn't because this is way easier than having to hunt you down but at no point did it cross your mine to maybe hide?"

Flint blinked at this before he scowled at Peter "S-Shut up!"

"ah, so it didn't occur to you" Peter said with a nod of understanding "It's okay Marko. After getting the crap kicked out of you so many times, it's understandable common sense went with it at one point or another"

"I said... SHUT UP!" Flint said as his entire upper body formed a large sand fist and went straight towards Peter faster than the Queens born hero thought possible for the man and struck him clear into the nearby Orchard Beach.

The wall crawler's body bounced across the ground, leaving a few cracks in the sidewalk as he all but skipped towards the water before coming to a painful stop just short of the water's edge. Peter groaned in pain as he struggled to push himself back up, his chest felt like he took a slap from Colossus or Rhino before being told to bear the weight of Jameson's ego.

"Who am I kidding, even the Hulk wouldn't be able to" Peter groaned out with a weak laugh as he made it to his knees and paled as he saw where he was punched into "Oh crap..."

It was a beach... filled with sand... lots and lots of sand... the perfect place for a guy that controls sand to have a fight against someone that doesn't, namely him.

"Now this is what I call perfect!" Flint Marko's voice echoed up behind Peter, causing him to turn to see a sand cloud fly towards Peter before landing on the ground and reform itself into Flint Marko, who had the biggest smirk on his face that Peter's ever seen. He held an arm out and gestured towards the two's surroundings while any beach goers present quickly gave the two as much space as they thought they would need while the obvious tourists stuck around to watch the fight.

"Look at all this sand web head. I could cause a lot of damage with it" Flint said with a laugh.

"Or you could maybe take part in the upcoming sand castle building tournament" Peter suggested with a shaky laugh of his own as he saw Flint beginning to grow larger and larger as he sand began to pool around his feet and climb up into his body.

"Or, I could crush you into pieces" Sandman grinned as he formed a large mace the size of a car in his hand and a hammer in the other as he towered over Peter by a good twenty feet.

"You could do that too" Peter said with lenses aimed at the man before he shot a web line out and sued it to pull himself out of the way as Sandman's hammer came crashing down on the spot he was just standing in.

The force of the impact caused Peter's teeth to rattle as he swung around Sandman, shooting several web bullets at the man's colossal head, blinding him for a few seconds as he tired to come up with a plan to beat the former small time crook. Peter couldn't just beat the guy to a pulp, ever since his transformation, few things could cause Marko to feel any sort of pain and his new biology made any sort of lasting damage through conventual means all but impossible. Water was a possibility but Peter's used it so many times that even the Sandman has caught on to most of Peters tricks, such as avoiding the massive water source next to the beach.

'Not that it's do much, he has more than enough dry sand to negate that' Peter thought as he landed in a roll before leaping out of the way of Marko's sand mace before he shot a web line towards the ground and yanked himself towards it as a section of the mace shot out from it and tried to grab Peter 'I could try electricity, but where could I-'

It was than that Peter noticed the nearby powerlines and a small electrical box near the parking lot. However this brief distraction provided Sandman enough time to form a massive fist of sand and send it right into Peter's body faster than he could react.

KOOOM!

"GAH!" Peter yelped in pain as he was sent flying through the air and crashed into a parked car in the parking lot. The metal dug into his back and left several deep cuts and Peter once again wondering why he hasn't decided to add some sort of padding for his suit.

'Note to self, next time I team up with Hawkeye or Black Widow, ask for a spare suit I can use for myself... I'd rather take some protection than one at this rate' Peter thought as he pulled himself out of the crushed car to see Sandman stomping over to him, twice the height as any nearby light pole.

"Aww, did the bug get an owie?" Sandman mocked as he formed a large sandy sword in each hand.

"If your asking me if you can kiss it Sandy, the answer's a maybe" Peter said as he slumped against the car as Sandman scowled at him and raised both blades up to bring down on Peter before he suddenly grabbed the car with both hands and with a yell lifted it over his head, ignoring the pain coursing through his back, and threw it right into Marko.

Marko was taken back by the action and stumbled back in surprise as the car tore though his torso. Peter used that opportunity to sprint towards the power box while Sandman was forced to shrink slightly to repair the hole in his body. He snarled at Peter and grabbed the car the wall crawler used against him and threw it towards his red and blur form. Thanks to his spider-sense Peter was able to dodge the car by flipping over it... right into Sandman's outstretched arm.

KOOOM!

"GAAAAHHH!" Peter yelled as he felt and heard something in his chest 'crack' as he was sent flying through the air again and landed painfully next to the small power station. He glanced up at it with blurry vision and lifted his mask to his nose to spit out the blood he could taste "Okay... step on accomplished. Now for the next part..."

Peter climbed back to his feet, ignoring the pain in is chest as he did his best to focus on Flint's massive blurry looking form. Thankfully Marko was kind enough to loudly announce where he was by yelling at him.

"How'd that feel ya creepy little freak!?"

"Your momma could hit harder than you Sandy" Peter joked before he winced as a flash of pain raced through his chest "Man, I haven't had heart burn this bad since I let the Blob goad me into a hot dog eating contest"

Sandman growled at Peter as he stomped towards him before he stopped as he noticed the powerlines over the wall crawler's body. He narrowed his eyes at Peter as he smirked "Oh, you almost got me creep. Get me to rush over there and walk right into those things and zap me!"

"Oh darn you figured out my master plan, whatever shall I do?" Peter asked dryly while on the inside he was starting to panic 'That wasn't rally the plan but now Flint might not get any closer... unless I piss him off even more... hurray'

Peter just hoped that he didn't get any more broken bones from this encounter.

"Oh wait, I know what I'll do" Peter said with a snap of the fingers "I'll just lie down and take a nap while you stand there like an idiot who probably wouldn't even know what to do with all the sand you have there even if someone made a picture book for you to help you. I mean, you don't strike me as the guy who graduated middle school"

Marko's face morphed into a dark rage as Peter continued to insult him.

"And while we're on the subject of middle school, is that where you get most of your ideas for robbing a place or what to make with your arms and legs? I mean really hammers? Maces? Swords? How about something creative for a change, like a elephant head or something. Now that would be kind cool, seeing a giant hardened sand elephant head rushing towards me"

"Shut up!" Marko said as he took a step towards the wall crawler, causing the ground to shake slightly from the amount of force his foot hit the ground and the weight he was carrying.

"And then there's the insults" Peter said with a shake of his head "I mean your a criminal who's been to maximum security prisons and yet your insults sound like a ten year old wrote them. I mean creep, web head, bug? Where's the 'F' bombs? Calling my mother a bitch or some other derogative term or calling out my masculinity or sexual preferences? Maybe instead of planning a 'big score' you could go ask for some tips from some of my other more hardcore baddies like Hammerhead, Beetle, the Hobgoblin or literally any petty crook I've faced lately"

"SHUT UP!" Sandman yelled as he lunged at Peter with a roar.

The arachnid based hero waited until the last possible second before he leaped out of the way to show that he was standing in front of an electrical box, causing Sandman's eyes to widen.

"Ah shi-" he muttered before he slammed into the box and a powerful current of electrical energy began to race through him, causing him to scream in pain and stand upright and right into the powerlines above him, sending even more high intensity electricity through his body.

Peter landed in a crouch and watched as sections of Flint's body began to glow cherry hot red from the electricity before it began to quickly turn to glass. Flint tried to back away but his legs had been told mostly to glass or molten sand and they quickly gave way under him. In reflex, his hand shot out and grabbed the powerlines and his weight tore one of them off the electric pole and down on to his chest, sending more electrical currents through his body. After a few seconds, Flint's screams were cut off as his head began to turn to glass and his body stop flaying about like a fish on a dry dock.

"Yeesh, that's gotta hurt" Peter said with a wince as he waited for Sandman to stop flaying about before he carefully approached the seemingly beaten criminal. After a few seconds of no response, Peter let out a sigh of relief at the man's apparent defeat and crouched down next to him "You know I gotta hand it to you Sandy, for a second there, you almost had me. I mean knocking me into an area where you had the terrain advantage was pretty smart. Too bad it was more luck then actual strategy hmm?" Peter smirked at the man's glass head before he stood up and saw several black high end government vehicles with the word 'SHIELD' on them along with an approaching Quinn Jet from what he assumed was the Raft or even the Triskelion "Ahh, the boys in blue are here... after the fighting... as usual"

Peter watched as the Quinn jet came in for a landing and opened it's rear hatch and over a dozen fully tacked up SHIELD agents poured out, all armed with the latest high end assault weapons and close in on Peter and Sandman, their weapons trained on the latter. As Peter backed away from the agents, more poured out of the vehicles and began to set up a perimeter and keep the nearby civilians back while Sandman was secured for transport.

"Thanks web head, we got it form here" the SHIELD agent said as he passed Peter who frowned in response and folded his arms across his chest.

"If I had a nickel every time one of you guys said that, I'd be as rich as Tony Stark"

The SHIELD agent frowned at this and turned back towards Peter to say something only to see that the wall crawler was gone, leaving the agent standing there in surprise before one of the other agents called out to him and told him to help with securing Sandman... again.

...

"So, what do you want to start with first?" Peter said as he sat across from Kate several hours after his less than thrilling run in with Marko.

After a quick stop at his place for a shower and a change of clothes, Peter headed over to a coffee shop that a lot of the kids from Spence hung out at. One look at the menu's prices was all Peter needed to know why no one from his school or a lot of the others around here ever went. Even Starbucks wasn't that ridiculous with it's prices for a expresso.

Kate, who was dressed in a purple top, black shorts and heels, gave Peter an annoyed glare as she folded her arms across her chest "Whatever we're learning now in class genius"

"We're learning multiple things Kate, your gonna have to narrow it down for this session" Peter replied dryly 'And here I thought Liz was bad when we started out...'

Kate's glare darkened slightly before she sighed and avoided his gaze "I guess we can start with the bonding stuff"

Peter nodded as he reached into his bag to start retrieve the necessary books for the lesson "Alright, if that's what you want"

Kate glanced down at his bag and managed to get a quick glance at some of the covers that he had in his bag. She was a bit startled that on top of the text books they were issued in class, he had several other books that even she could tell were more advance then what they were learning. Like college level at least and some were easily twice as thick as the book that Peter pulled out and placed on the table and began to flip through the pages.

'Jesus, how smart is this guy?' she thought before she glanced back at the bag and just now noticed how full is was 'That thing's probably heavier than me and Vernonia put together'

She doubt it was, but several of the books Peter had looked pretty heavy combined, it was wonder he could carry it with so much ease. It was than she realized that Peter was talking and di her best to focus on what he was saying, but like with their teacher, he began to use some rather complicated sounding words that she half the time struggled to spell, let alone pronounce or use for some formula.

"Fuck me I hate science…" Kate muttered quietly.

"Huh?" Peter said, looking up towards Kate with a puzzled look on hid face "Did you say something?"

"How the hell do you know so much of this crap" Kate said as she gestured towards the text book "Seriously, I look through that thing everyday and none of it sticks"

"I just..." Peter trailed off as he tried to think of an answer before shrugging "I just do"

Kate gave Peter an unimpressed look "You just do? One glance at a waste of paper and ink and you know how to break down the world or something?"

"Well I wouldn't go that far" Peter said with a nervous chuckle as he rubbed the back of his head "Though given what subject your studying and how far along you are, you could theatrically do something like that. Be even easier if you can manipulate the molecular structure of-"

"UGHH!" Kate groaned out in annoyance as she slammed her head on to the table "Use small dumb words I can understand!"

Peter blinked at this before he spoke "Read good and you'll get smart enough to undo things that make up other things"

Kate responded with a glare thrown at Peter "I was being sarcastic"

"Ah..." Peter sounded with a nod "Sorry..."

"For such a smart guy, your social skills suck ass" Kate commented dryly "Would explain your choice in friends"

At this, Peter's eyes narrowed slightly "Sorry I'd rather be around people that aren't jerks"

"Ah, the nerd has some bite when pushed" Kate said with a smirk as she leaned forward a little on the table "You learn that from Lego Neddy or Michelle's little books?"

"I don't like bullies" Peter replied with narrowed eyes.

"Aww, how Steve Rogers of you" Kate gushed before her grin fell and she leaned back in her chair "Let's get this over with. I have more important things to do then play doctor or whatever this shit is good for"

"As you command princess" Peter said with an eye roll as he turned to the chapter they're class was going through now.

"Careful Parker, it's not a good thing to piss me off" Kate warned.

Peter slammed the boy at this and looked at Kate with a pointed glare "Look, I don't have to help you with this. Believe it or not, I have a lot more important things to do then tutor someone who probably thinks her own reflection is her twin"

"First of all, fuck you, second of all, you will help me if you know what's good for you" Kate said with a glare "I can make you life at Spence hell with a few words to the right people"

Peter's response to her threat was a slow clap "Wow, now if only you put that kinda of dedication to actually learning, maybe you wouldn't be failing as bad as you are. Funny huh?"

Kate's response was a scowl as she prepared to say something before Peter beat her to it "Now, let's start off with the various bonds there are. Do try to take notes that you can read, I can't be on call to answer every question you might have and who knows it may come to a point you don't need me anymore"

"I am going to ruin you" Kate hissed as she opened up her notebook and grabbed a pencil from her purse and waited for Peter to begin.

'Oh this is gonna be so much fun, I can tell already' Peter thought with a mental eye roll.

The rest of the session went by rather unremarkably in Peter's opinion, Kate answered what few questions he had for her, he answered every one of her's and she wrote down things that she thought were important to know and asked him for clarification. The minutes ticked by as Peter covered several chapters, doing his best to explain things to the girl in a way she'd understand, in some aspects she was a lot like Liz in that regard, in other's, Peter had to break it down and explain it in a way that even someone as dumb as Rhino would understand.

Peter had to hold back a grin at the image of Rhino sitting across from him with a small text book asking for help.

"What's so funny?" Kate asked, noticing Peter's smirk as she wrote down a few definitions.

"Nothing, just remembering something funny is all" Peter said with a shrug as he turned the page.

"Oh, and what would that be? Trying to be cool and failing epically? I can see why that'd be funny" Kate said as she erased a word she misspelled.

Peter recognized a bait a lure when he saw one but darn it he couldn't resist "Nah, it was a popular cheerleader who thought she could do everything but in reality she needs others to hold her through it and give her an encouraging word here and there to make her feel special"

Kate's smirk fell as her eyes darkened slightly "...Funny"

"I thought so too" Peter said with a nod as he and Kate stared at one another, the tension growing as the seconds ticked by.

Before Peter could say anything more that would likely escalate things even more than they already have been, Kate's phone went off and she quickly pulled it out and answered the call while she turned away from Peter and stood up and took a couple of steps from the table "Veronica, what is it?"

Peter didn't hear what he could only assume was the Veronica Lodge on the other end say something, but it couldn't have been good given Kate's expression. After a few seconds she pinched the ridge of her nose and sighed loudly, far too loudly in Peter's opinion "Right... no I know... I'll talk to her later"

She then turned towards Peter "We're done for the day. Meet me back here tomorrow"

At this, Peter sighed with a nod as he placed his book back in his bag as Kate Bishop grabbed her purse and began to walk away, already forgetting his presence "Well, that could have gone- actually, I wished that did go better"

Still, at least she somewhat payed attention to what he had to say for their first tutoring session, it took Liz two for her to get the hang of it.

'Heh, maybe next time we can cut through the insults and jabs at each other and get right to what I'm being forced to do here... make this go by a whole lot quicker' Peter thought as he shouldered his bag and made his way outside and into the bustling city that was Manhattan.

...

And done.

Next chapter, Peter continues to tutor Kate while he and Ned deal with Kade's escalating antics...