A/N: Thanks again for the feedback, and to answer 3's first question, Gwen will be looked down upon by the popular girls but the boys, especially Flash, are simply jealous of Peter and Harry. As for the second question, you'll just have to wait and find out.

"Where the hell are you taking me?" Max exclaimed to Jimmy, the burly, forty seven year old, black haired man to his left.

"You made a big mistake kid."

"Who are you?" Max asked.

"You're a rat Maxwell, and rats don't last very long in this city," Kelson, the brunette thirty five year old in the passenger seat said.

Max had a good idea of what was happening and he hoped more than anything that he was wrong. He thought back to when a man in a police officer uniform, had visited his jail cell just a few minutes ago.

"Come on Dillon you're being moved," Kelson said as he used a key from a large key of rings to open Max's jail cell.

"Why am I-"

"I'll explain when we get there," Kelson said as he motioned for Max to follow him out.

Max exited the cell and nervously followed Jimmy to an empty back exit, behind the station.

"Where are we go-"

"I told you, I'll explain when we get there," Kelson said as he opened the back exit door with another key from the ring.

A confused Max followed Kelson through an empty hallway, and to a suspicious black car waiting outside.

"Alright now get in," Kelson said as he opened the cars back door.

Max instead hesitated "I want to know where you're taking me firs-" He stopped when he felt the supposed officer shove a pistol up against his back.

"No more questions, just get in the damn car before I start to loose my patience," Kelson commanded.

A now frightened Max got into the backseat of the car, where he met Jimmy beside him. "What the hell is going on?" Max shouted as the door beside him closed.

"Try to escape and I'll blow you're brains out," The man warned as Max felt himself seeping deeper into hysteria.

Back in the present time, Peter and Gwen were browsing a library book shelve on science.

"This library's way bigger than the one back in Greenwich," Gwen said as she grabbed a nearby nature book from the shelf.

"So what made you and your dad decide to move here?" Peter asked., he noticed Gwen's expression change to a more serious look at the question.

"My dad wasn't really getting along with my so called mom anymore, and to be honest neither was I," Gwen said as she flipped through the books pages.

"Oh," Peter said.

"He found a good deal on a place in Queens and the rest is recent history," Gwen said as she placed the book back in it's spot on the shelf.

"By the way your Aunt mentioned your Uncle earlier, sorry about what happened," Gwen said sincerely.

"It's weird...sometimes I wake up thinking he's still alive, or it's all just a bad dream," Peter said.

He didn't expect the hug that followed. "I'm here if you need anyone to you know, talk too," Gwen said as she remained in Peter's surprised arms.

"Thanks," Peter said as the two finally separated.

"Sorry, I know I just met you," Gwen said, sounding embarrassed.

"It's fine," Peter blushed.

"She smells like vanilla," He thought.

Meanwhile, Max and his mystery kidnapers had finally reached their destination.

"Come on," Kelson said as he opened Max's car door.

Max obeyed and exited the car. Once he was outside, he felt the all too familiar feeling of a gun up against his back. "Just follow exactly what I say and you might get to live a few minutes longer," Kelson said from behind.

The driver, the strong, serious, fifty six year old Vincent, led the pack into a large nearby building. It was a place Max instantly recognized.

"He sent you guys to get me didn't he?" Max asked the men around him.

"You're in some deep shit," Kelson said.

Not long after Max was face to face in the office of the man he had betrayed. He felt sweat drip down his face and his heart drop at the sight.

"Welcome back Max," Lonnie, a.k.a. Tombstone said to his former employee as he leaned back in his office chair. He wore a black suit with a white shirt, along with a blood red tie.

"Why did you bring me here?" Max asked in a shaky tone.

"Do you not know that I have eyes and ears all over this city kid," Tombstone said as he finally got up from his desk.

Max remained quiet as Tombstone walked over to stare out of a large nearby window.

"You know what I hate most in this city Max? More than my competitors or even that annoying spider freak?" Tombstone asked as he continued staring off.

Max didn't answer, he knew what was coming.

"I asked you a question boy and I think I deserve an answer," Tombstone said as he turned to face the guilty Max.

"No...I don't know," Max said.

"I hate rats," Tombstone said.

"I had police come to my home and ask me questions Max, do you know how that made me feel?" Tombstone asked.

Max remained quiet.

Tombstone sighed, "I trusted in you Max, thought you were gonna be somebody."

"I'm sorry," Max pleaded.

"So am I," Tombstone said as he walked over to a large open fish tank. The tank was instead filled instead with many electric eels.

"Electric eels...interesting creatures," Tombstone said.

"Never thought I'd have any valuable use for them."

"Just give me another chance, I'll do anything!" Max shouted.

"Take the rat for a swim," Tombstone said to the group behind Max.

"No! Please no!" Max shouted as Jimmy grabbed onto his right arm while Kelson grabbed his left.

"Let go of me, I can still help you!" Max yelled as he struggled to break free while the men lifted him up off of the floor.

Tombstone watched as the men brought the panicking Max up to the tank.

"Please, please don't!" Max pleaded as the men dropped him into the tank.

Water splashed up as electricity sparked, lighting up the room as Max yelled out for his life. The tank glass shattered and out spilled the eels along with a now lifeless Max's body.

"Clean up this mess," Tombstone said as he headed out of the office.

"Some show huh boys," Kelson said.

"Let's just get this over with," Jimmy said.

Back at the library, Gwen held an open book out in front of Peter, as they sat across from each other at a table.

"Check it out," She said excitedly.

"Spiders?" Peter asked as he glanced at the open page, which depicted a picture of an all too familiar small, black Steatoda spider, causing Peter to recall his not so distant past.

"All right, now I expect all of you to behave like the young adults you are throughout the entire tour," The strict Mrs. Winsler, a mid forties, glasses wearing, black haired, science teacher said sternly to the class standing in front of her.

"That means you Flash," She said to the blonde who was laughing at something Jason said.

"Of course Mrs. Winsler," Flash said with a mischievous smirk,

And with that the group entered the large building.

"This place looks awesome already," A glasses wearing Peter said to Harry, as the class past through the many high tech machines and scientific displays around them.

"I know, I can't wait to see the Miranian microscope I read about," Harry said excitedly.

Suddenly Peter felt himself loose his balance as he tripped over an obstacle below, and fell flat onto the floor.

"Pete you okay?" Harry asked while several others around the two laughed.

Peter looked up to find the culprit standing above him.

"You should be more careful where you walk Parker," Flash said with a smile as Peter got back up.

"What's you're problem Flash?" Harry asked the chuckling jock.

"What did I tell you people about behavior?" Mrs. Winsler said angrily to the group that had begun to scatter.

"Sorry, we were just having a little fun," Flash said.

"If I catch you making a scene again Thompson, I will kick you off of this tour," Mrs. Winsler said as she turned back to lead.

The group then met with their black haired, early thirties, Asian tour guide.

"Good evening my name is Rick and I'll be you're guide for today, now if you'll follow me I'll take you to our exciting fist exhibit, the first ever genetically altered spiders," Rick said as he led the group froward.

"Ew, I hate spiders," Liz pouted.

"Don't worry babe, I'll protect you," Flash said as he put an arm around Liz's shoulder.

Peter stopped walking when he noticed Harry stopping to stare at something.

"There it is," Harry said as he began to walk over to the large Miranian microscope a few feet away.

"Harry, wait," Peter said as he reluctantly followed his friend off of the tour path.

"Well get into trouble," Peter said.

"I just want to get a closer look at it," Harry said as he approached the microscope in awe.

"Check it out," Harry said enthusiastically as he walked around the device.

"We should go back before someone figures out we left," Peter said worriedly as he glanced around the area.

"Gross," Harry said as he noticed some webbing around the machine.

"What is it?" Peter asked.

"There's some spider webs on it," Harry said.

"We should really get back to the group," Peter said as he turned around to try and spot their class.

"You're right, just give me a second," Harry said as he took a peek through the microscope's lenses.

Peter sighed as he walked over to Harry.

"Wow, can you imagine the kind of organisms you could study with this thing?" Harry asked.

"Can you imagine the trouble were gonna be in if we get caught?" Peter retorted.

"Okay, okay, just take a look and we'll head back," Harry said as he took his eyes off the lenses.

"Just a quick one," Peter said as he put his hands on the machine and stared through the lenses. He was impressed by just how deep a view they allowed, so much so that he didn't notice a small black spider crawl out from behind the machine.

"This is amazing," Peter said as the spider continued to crawl along the machine, heading towards his still right hand.

"Told you," Harry said proudly as the spider made its way onto a distracted Peter.

"Now we should go before something bad happen-" Peter was interrupted by the sting of the spider's fangs biting into his skin.

"Agh!" Peter yelled as he grabbed the hand where he had just been bitten, knocking the spider off.

"I got it!" Harry said as he squished the spider under his shoe.

"You okay?"

"It bite me," Peter said as he held the spot that was still throbbing in pain.

"We need to head back and tell someone, it could be poisonous or something," Harry exclaimed.

"I think...I think I need to lie down," Peter said as he leaned against the microscope.

"Peter?" Was the last word he heard from a blurry looking Harry before fainting.

"Aren't they fascinating? Gwen asked as she flipped through the books pages.

"I guess so," Peter said as he brought himself back to the present.

"Most people are creeped out by them," Gwen said.

"I can imagine why," Peter said.

Gwen giggled, "You know I'm having a lot of fun," She said with an honest smile.

"Really, me too?" Peter said as he smiled back.

"Yea really," Gwen said as she closed the book.

"Not too many guys are interested in books or science, especially not as much as me," Gwen said.

"I don't see why not," Peter said.

"Me either," Gwen said.

"This place was like my playground when I was kid," Peter said as he glanced around at the bookshelves filled with stories and knowledge.

"Really?" Gwen asked.

"I wanted to be just as smart as my parents were," Peter said.

"If you don't mind me asking, what happened to them?" Gwen asked.

"They were killed in a plane crash to Russia when I was young, so I don't really remember a whole lot about them, beside what my Uncle and Aunt told me," Peter said.

"I'm so sorry," Gwen said, sounding guilty for bringing it up.

"It's okay, from what I heard they were great scientists," Peter said.

"Thats great," Gwen said.

"Yea, it's a lot to live up to," Peter said.

"I'm sure you will," Gwen said as she placed a hand on his, Peter blushed at the sudden touch.

Meanwhile, in a black car somewhere in the now dark city,,,

"I don't see why we have to drive all the way across town to drop him off," Kelson whined.

"It's the safest place," Vincent said.

"Yea stop whining Kelson, and change that damn radio station," Jimmy said from the backseat.

"Whats wrong with a little country music?" Kelson asked, offended.

"Well for one thing Kelson it's country music!" Jimmy exclaimed.

"Oh and you're opera music is so much better Jimmy," Kelson said.

"It's called classical music and it's better than this hoedown crap!" Jimmy said.

"Will you two just shut it, you're grown men, start acting like it," Vincent said.

"Geesh Vincent, who shoved a stick up your ass?" Kelson asked.

"I just wanna dump this dead guy off in a river and get paid," Vincent said.

Meanwhile in the back of the car, the trunk began to shake with sudden sparks of electricity flying out from inside.

"What the hell is that?" Jimmy said as he turned around to get a look at the strange lights.

"What is it?" Kelson said as he turned to see for himself.

"It's the trunk, pull over!" Jimmy yelled to Vincent, who quickly swerved the car beside a nearby sidewalk.

"Check it out," Vincent said as he exited the car, Kelson and Jimmy followed.

People nearby stopped and stared as the group approached the unusual sparking trunk.

"What the hell..." Kelson said.

Suddenly the trunk flew off and the sparks grew, as a familiar figure with sparks of electricity surrounding him, crawled from out of it. The three men were filled with shock and fear, while others continued to watch in disbelief.

"Holy shit," Jimmy said as Max fell out of the trunk and onto the ground. He groaned as he slowly stood up.

"What have you done to me?" Max said, his previously hazel eyes now a bright white.

The three backed up as the people watching from a distance shouted and pointed at the strange being.

"Jesus," Jimmy said.

"He won't help you!" Max yelled as he fired bolts of electricity out of his hands, impacting both Kelson and Jimmy, sending them flying back and crashing through the windshield of a parked car behind them. Watchers now began to scream and run for their lives.

A terrified Vincent reached inside his coat for his gun when Max grabbed him by his throat.

"You are going to suffer for this," Max said as electricity surged through his right arm and into Vincent's body.

Vincent shouted out in pain before dying in Max's hold.

Max let go of his grip on Vincent allowing him to drop to the ground.

"Lonnie!" Max shouted in rage as the electricity around him grew stronger, lifting him up off of the ground.

Peter and Gwen stopped outside the library, when they spotted a bright flash of light above buildings in the distance.

"Wo, was that lighting?" Gwen asked.

"Didn't look like it," Peter said curiously.