A/N- Peter and Eliza are 6 years old in the first part, I know that when his parents died when he was four, but this is a fan fiction so it's okay to mess with the timeline. Then, the story starts and they are both 15, in their sophmore year.

Peter Parker had been dropped off at his Aunt May and Uncle Ben's apartment a few days ago and was feeling sad playing by himself, wishing his dad were there to call him to the dinner table. Peter's parents had died in a plane crash a few days ago, but he was too young to understand what had happened. May noticed his behavior and decided to call her friend Anne, who lived in the apartment below them. She had a daughter Peter's age.

May picked up the phone and dialed the number. "Hey Anne! I was wondering if Eliza might want to come up and play with my nephew Peter," she spoke in a hushed voice, "He has been pretty lonely without his mom and dad here and..." she sighed, "he could use a new friend right now."

"Of course, May. We will head up there in a few minutes." Anne hung up the phone and went to her daughter's room. She crouched down to the little girl's level and said, "I have someone for you to meet honey."

"But I don't want to meet anyone new," Eliza whined. She had always been a pretty shy person, not really wanting to engage in any activities with other kids.

Anne just chuckled a little bit and grabbed her daughters hand. "Come on! It'll be fun!" Eliza reluctantly followed her mom upstairs to May's apartment. She knocked on the door and it opened to reveal a smiling May. "Eliza, you remember Mrs. Parker right?" Eliza nodded, the last time they had an encounter, she had given her cinnamon rolls, so she immediately liked her. 

"Oh please! Sweetie you can just call me Aunt May." 

Eliza smiled brightly saying, "Hi Aunt May!"

A little boy with glasses entered the room saying, "Aunt May is someone here?"

"Yes! Peter, this is Eliza and Anne," she said, gesturing to the little girl and her mom. Eliza and Peter wave at each other shyly before Eliza noticed the Iron Man action figure in his hands. She let go of her moms hand and rushed over to him.

"You like Iron Man?"

Peter smiled and said, "Yeah he's my favorite superhero! Someday I wanna be like him." 

She smiled back. "I really like Black Widow."

"Do you wanna see my room? I have a Black Widow action figure in there too," he asked. Eliza responded, "Sure!" They headed over to his room and she saw the Star Wars posters on his walls. She gasped and squealed, "I LOVE STAR WARS!" "ME TOO!" 

They high fived and May leaned over to Anne to say, "I think they are going to be really good friends." Anne nodded in agreement.

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Eliza and Peter had been best friends since the day they met. They instantly clicked, bonding over the things they liked most. Eliza's bedroom was right below Peter's so usually they traveled to and from each other's rooms through the fire escape they shared. Star Wars and Harry Potter marathons, book shopping, lightsaber fights (Uncle Ben got them lightsabers for Christmas when they were 8 years old), and many more memories had been made.

Eliza Porter was a naturally shy person, except when she was around Peter or her other close friends, Ned, MJ, and Katie. She really enjoyed reading, music, and photography, mostly of people.

(Eliza POV)

Today our science class was going on a field trip to Oscorp for a tour of the building. Peter and I were most excited to see the different species's DNA samples. I got dressed, a star wars t-shirt tucked into my cuffed jeans, with some red converse with my glasses.

After saying goodbye to my mom and grabbing my camera for the field trip, I went downstairs to meet Peter outside the building. While waiting for him, I went to the coffee stand that was near here and grabbed some iced coffee's for us. Peter came out of the building, his eyes immediately lighting up once he saw the coffee. I handed it to him and we start walking to school.

"Thanks for the coffee Eli," he says while taking a big sip, "much needed."

"Anytime man," I responded, clapping my hand on his shoulder. "So, read any new books in the last 14 hours that I haven't seen you?"

He chuckled a little. "Actually yeah." He pulled a book out of his backpack and showed it to me. The title said'Good Omens', and had two little cartoon demons and angels on the cover.

"Ooooo! That looks really good, what's it about?" I asked. We continued talking about our recent reads until we approached the front of the school building. We threw away our cups and headed to the front of the building to meet up with Ned and MJ. 

"Okay, you guys ready for the trip?" Ned asked, smiling widely.

"Yeah, I get to take pictures for the newspaper," I said, holding up my camera. "Wanna take a quick picture before we get on the bus?" They all nodded. The three of them put their arms around each other and I got ready to take the photo. I heard feet running towards us, but I quickly snapped the photo. Suddenly, Katie was in front of us. I looked down at the photo and see a blurry figure in front of my three other friends. "KATIE!" 

Katie giggled. She was actually my first kiss. It was a game of truth or dare in 8th grade. After that, I had a small crush on her but currently I don't really like anybody romantically. To be honest, I shipped Katie and MJ. They are perfect for each other, and completely balance the scale of opposites. Katie was more outgoing and MJ was more of an introvert who liked to stay inside. But both of them are really good friends when needed.

"What? I like photobombing," Katie shrugged. "Anyways, Mr. Harrington is waiting by the bus for all of us." We all went over to the bus and filed inside. Peter slided into the seat next to me, giving me the window seat. I smirked at him before taking two money clips out of my pocket. He looked confused until he realized what they were, and rolls his eyes.

"STREET SMARTS!! YOU WANT IT????" I threw both the money clips on the ground, "gO gEt iT" We were both laughing our asses off until Mr. Harrington yelled at us to be quiet. We looked at each other and tried to stifle our laughs. I picked up the money clips and gave one to him, pushing my glasses up the bridge of my nose.

"Thank you J.J. Bitten binder," Peter said while taking the clip from me. Yesterday, we had been discussing the benefits of the money clip method, concluding that it was a really weird, but excellent idea for staying safe on the streets of New York. (not really)

The rest of the bus ride consisted of loud talking from the other students, and Peter, giving me an earbud because he knew that I didn't really like the commotion. I gave him a grateful smile as he plays his playlist, which mostly consisted of classic rock songs.

When we got to Oscorp, our class filed out of the bus and into the building. The tour lady consulted with Mr. Harrington to give us all our badges.

A feminine robotic voice said, "Welcome to Oscorp. Born from the mind of our founder Norman Osborn, the Oscorp tower houses 108 floors of innovation. Our scientific minds are pushing the boundaries of defense, biomechanical and chemical technologies. The future lies within."

"Hello! Welcome to Oscorp, my name is Jen Sharp. I will be giving you the tour today, so I will be with you for the duration of your visit. The basic rule is to stick with me, so don't go any where off of the guidelines of the tour. Shall we?" Jen said, leading us further into the building. She brought us into the cross-species genetics lab...

(~time skip~)

After the tour, Peter and I were pretty disappointed that we didn't get to see more of the different species's DNA samples. Peter leaned over to me and quietly said, "Hey, let's go look at the radioactive division." I thought for a moment before nodding. I really wanted to see what new science and technology Oscorp had been creating. 

Peter grabbed my hand. We slowly walked off from the group and followed the signs, trying not to be noticed by any other employees. I saw a door that said, 'BIOCABLE DEVELOPMENT UNIT' and decided to try and open it.

I was about to go over, but Peter stopped me and pointed toward a guy that was going near the door. He put in some sort of code and two guys came out wearing hazmat suits. They walked away and Peter and I rushed over to the door and slipped in before the door could close. We looked at each other and smiled a little.

The room was completely white, except for a few machines that looked to be copying and pasting metal parts, and a glass door that led off to a purple room. Peter went to the door and looked through the glass inside. He slowly turned the handle, his other hand still holding mine, and inside found circular walls, moving and covered in what looked to be... spiders spinning webs. 

Peter's hand slowly went up to touch one of the webs. Before I could tell him not to touch anything, the circular walls stopped spinning. Peter covering his hand with his mouth realizing he had done something wrong. I gave him a seriously? look. Then the spiders started coming down from their webs, covering us. I tried to shake them off being as quiet as possible, Peter doing the same. We quickly rushed out of the room trying to get back to the group as soon as possible. 

What we didn't notice, was that two of the spiders we hadn't managed to shake off.

Once we got back to the group, MJ and Ned let out a sigh of relief. 

"Where did you guys go?" Ned asked. I was about to answer but then felt a sharp pain on the back of my hand. I let out a small scream of pain and glanced down at my hand. There was a purple mark on it and two small dots. And a spider on the ground. I furrowed my eyebrows in confusion. Just then, I heard Peter shout, "Ouch!" and slap a hand to the back of his neck. Suddenly I felt really dizzy. I was going to pass out. The last thing I heard, was Peter saying that he didn't feel good and running into the bathroom.

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I awoke to MJ in my face yelling at me to wake up. I sat up quickly, then immediately felt dizzy and laid back down. MJ handed me my camera and told me that I had passed out at Oscorp so we had to go back to the school. My mom was there to pick me up in the nurses office. The nurse had just given me some ice, which honestly, what the hell was that gonna do?

I was sort of in a daze and my mom was giving me weird looks the whole car ride home. I just felt really tired. It was only 2pm when we got back home but I didn't care, I needed to sleep. I crashed on my bed and fell asleep right away, flashes of spiders on the back of my eyelids.