A/N: A little au story line where Rogers got his powers through a spider bite and where Peter Romanoff is still dead after his fight with Hobgoblin

In the underground subway of new york,a thirteen year old boy with a hood covering his face watched a subway pass by him.

"Things could of been different...." the boy said to himself as the subway passed. Once the subway was out of the way the boy jumped to the other side and headed up the steps to the street. The boy walked down the streets before making his way to a grave yard and entered through the front gates.

The boy continued walking until he  stopped in front of a tombstone that read Peter Parker Romanoff.

The boy pulled down his hood to reveal himself to be a thirteen year old Peter Rogers. The boy looked at the tombstone saddly as he sighed."Peter...Cousin...I'm sorry...i just can't do it..."

"I can't be the hero you wanted me to be...i can't be Spider-Man"

-A few weeks earlier-

Peter Rogers entered the middle school with a groan as papers where being thrown at him. The boy had been used to this,and he was known as the only kid in his family to be different. He had no powers and couldn't do anything amazing."just ignore the assholes...." the boy whispered to himself as he went to his locker and opened it and took out his books.He then felt something hit his head and groaned as he looked back and saw a blonde haired boy known as Leon picking up a basket ball smirking at him.

Leon:I hit the target!

Leon walked away laughing as Peter sighed."Yeah....im a target...." Peter said as he closed the locker and sighed before walking to first period "This year is gonna get better..." the thirteen year old said sarcastically as he pulled up his hood and walked down the hallway.

To be continued....