OVERLAPPING CHATTER FILLED the hallways as students made their way to their usual spots or lockers. Y/N walked through the flock of teenagers and made it to his locker, entering the combination and emptying the contents within his backpack from his previous class into it.

He felt a presence over his shoulder as he was at his locker. It didn't startle him though, as his senses didn't alert him of any threat. And it wasn't, since it was his best friend, Peter Parker.

"If you were Flash, I would've swung." Y/N said with a chuckle.

"That would've been a sight to see." Peter replied. "I figured you wouldn't come back today."

Y/N still faced his locker and started filling his bag with books for his next class. "I missed too many classes these last couple weeks. It's only a matter of time before my dad blows a gasket."

"I think Coach Wilson is used to it by now."

Peter had a point. Y/N would usually ditch gym class, and with how Coach usually was, he could've cared less.

Y/N closed his locker and faced Peter, who noticed the black eye he had.

"Oof. They got you good." He remarked.

Y/N shrugged. "One guy got me by surprise. You should see the others."

Peter looked over his shoulders before getting close and whispering. "Did they work?"

His friend knew what he was refering to. Y/N smiled. "They worked a treat. Those extra lab hours are working wonders."

"Thank God Mrs. Wallace loves me and lets us use her chemicals."

"And Mr. Grayson's metal shop."

"That too."

The third part of their friend group, Ned Leeds, walked up to his two friends and greeted them.

"Y/N! Coach Wilson missed you and wants ten laps around the football field next week." He said.

"Great." Y/N said with a sigh.

Ned barely noticed his black eye and pointed at it. "Whoa. Flash get you already?" After a moment of thinking, he realized where it was truly from. "Or was it from the hold-up a couple blocks away?"

Peter shushed him as he hit the side of his arm.

"Ow! Sorry." He repeated what he asked, but this time in a whisper. "Or was it from the hold-up a couple blocks away?"

"Yes, Ned." Y/N whispered as he slung his backpack onto his shoulder. The trio started walking down the hallway. "I don't know what I'm going to tell my dad though. Or my teachers. Or—"

"Hey losers." Their friend and classmate, Michelle Jones, greeted with a deadpanned tone.

Beside her was their other friend, Gwen Stacy.

"Hey." Ned quickly greeted back.

"Uh..." Y/N cleared his throat. "What's up?"

Peter stared at Gwen for a moment, not being able to muster words until Y/N nudged him.

"Oh! Hi." He finally said.

"My God, who did that to you?" Gwen asked about Y/N's black eye.

He began to stammer. "Oh...well...I actually...hit myself with the bathroom door."

"Really?"

"Yeah. True story."

"You're not that stupid." Michelle cut in.

"Well, maybe I am." Y/N replied, which was a pretty stupid response.

"If Flash and his buddies are still messing with you..." Gwen began.

"Come on, those days are long gone."

"So like a month ago?" Michelle asked.

"A long thirty days as a matter a fact." Y/N answered. "He hasn't touched me since then."

His friends recalled the incident a month ago, when Flash tried to attack him in the hallways but Y/N suprisingly fought back and took him down. It shocked everybody in fact, as if the nerdy kid at Midtown somehow gained confidence...and strength.

"Well if he does, just call me and we could kick his ass together this time." Michelle said with a chuckle.

"Chill out. We don't want to kill Flash." Ned joked.

The bell rung and students started scrambling to their next class.

Gwen looked at Peter. "Come on, Pete. Let's get to Mrs. Wallace's before our seats are taken."

"Okay!" He quickly replied and followed the blonde.

As they left, Michelle looked at the two other boys. "Can it be more obvious?"

"At this point I think Gwen is just teasing him for fun." Y/N said with a chuckle.

They laughed and went on their way to the next class the three had together.

• • •

Y/N LOOKED THROUGH the backseat window, seeing the all familiar bodegas, food stands, and shops in his Queens neighborhood.

"I just thought it'd be interesting." May continued her conversation with Peter in the front. "Trying out a new recipe shouldn't hurt."

"A new recipe to ruin." Peter replied. "You want Ms. Jeffries next door to call the fire department again?"

"That was one time. Come on." May said as she scoffed.

She looked at Y/N through the rear view mirror. "Y/N, you've been over. Is my cooking that bad?"

"Of course not, Ms. Parker. Your...casserole from last Tuesday was good." He replied with a quick glance at Peter, who knew he was saving face.

His aunt could tell as well. "You guys suck. At this point I'll just let Pete starve."

The three shared a laugh, but it died down once May remembered something. She glanced at Peter.

"Oh, uh, I gotta drop off some flowers after we take Y/N home. If you don't mind."

Peter looked down, knowing who exactly for.

Ben.

"I'll come with." He replied.

May gave a light smile and continued on driving. In the backseat, Y/N overheard their exchange and let out a quiet sigh.

It's been hard for the Parkers since losing Ben almost a month ago. Y/N remembered how nice and what a good man he was. He'd occasionally drop him off when Y/N's father would be busy with work, even taking him and Peter to baseball games and other events when he could.

Now he was gone. A great soul on this earth vanquished for no reason. Y/N wished he could've done something about it. He should've stopped it.

But he didn't.

"Y/N?" May spoke, breaking the teenager out of his thoughts.

He rubbed the back of his neck. "Yeah?"

"Are you sure you don't want something to eat before you get home? I can pick something up." She asked.

"I'm fine. Thank you, though," He replied with smile.

She nodded and made a right into the street where Y/N's apartment was, which was conveniently a block away from Peter's. They parked and Y/N left the vehicle preparing to bid farewell, but his dad suddenly showed up, having had just arrived from work.

"Hey." Michael greeted the Parkers in their car. "Thanks for dropping Y/N off, May. I appreciate it."

"No problem, Michael." She replied. "You know I'm here if you two ever need anything."

"That works both ways." He said with a smile, then gave a wave. "Again, thank you."

May drove off with Peter, leaving Y/N and his father on the sidewalk. Michael pat his son's shoulder and started walking up the steps.

"So...how was work?" Y/N asked.

"Principal Morita called me earlier today." He said, ignoring his question. "We should have a talk." 

Y/N sighed, knowing exactly what it was about. As they entered the building and went into their apartment on the fourth floor, he tried to think of an explanation for all of it.

He walked towards his room so he can put away his bag, assuming he'd get a little more time to think as well, but his dad was already a couple steps ahead.

"Put your bag down here. Let's get this over with." He said as he pointed into the living room.

The teenager let out a sigh as he dropped his backpack beside the sofa. He sat down and his father put his keys down and walked over to him.

"Dad—"

"You've missed almost a dozen classes in just these last two weeks. Mostly P.E." He interjected. "Do you have something against being physically educated?"

"I...had things to do."

"Like what? Where do you run off to?"

Y/N thought for a moment, running through different made-up reasons for being truant. He couldn't give him the truth, at least not any time soon.

"I just leave campus, dad." He answered rather simply.

"Why?"

"...because I want to."

Michael sighed and sat down on the sofa beside his son. He could tell he wasn't being truthful, but didn't want to pry into his business. The last few years have been hard on them both, and with the death of Ben Parker recently, it hit close to home.

"I understand what you're going through, Y/N." He said.

The teen chuckled internally, he was far from understanding what was happening. "Really?"

"We're close with the Parkers. When we moved here when you were three, they were the first people we met." He began. "We saw our boys grow up together and basically become brothers. Hell, Ben gave me some pointers on how to father."

Y/N looked down at his hands and his dad continued.

"He was a great man. And seeing him go like he did hurt...it hurt me again...because May and Peter are experiencing what we went through."

After that statement Y/N looked up towards the shelf in the corner of the room, which had the photo of his late mother, Aubrey. She died in the Battle of New York when the Avengers fought the Chitauri, her being an unfortunate casualty when buildings started to fall.

His father never outright said so, but he blamed the heroes for her death. Because of this, the thought of the Avengers or any sort of vigilante irked him. This made it hard for Y/N to tell him the truth about his current situation.

Michael continued. "I wouldn't wish that kind of pain on anybody. But life is life, and there's nothing we can do to stop that."

I could've stopped it, Y/N thought.

"But we have to turn that grief into strength. We can't just roll over and let it consume us." He added.

"Yeah..." Y/N finally spoke.

Michael looked at his son and placed a hand on his shoulder. "You're special, Y/N. Your mom always said that. You have gifts that a young man like you have yet to discover."

Y/N looked back at his father.

"And once you uncover them...use them, not only for you, but for the betterment of others." He continued. "That's what your mom believed, and what she made me believe."

Just the thought of his mother made the teenager begin to tear up. He really missed her. He didn't even think this conversation would turn into this heart-to-heart about the loss of not only her, but Ben Parker.

Michael put an arm around his son and held him close, rubbing his shoulder as he consoled him. The act was a form of solace for himself too.

"Ditching class won't help you in your discovery." He said. "Besides, it isn't cool."

"Okay." Y/N replied with a chuckle. "I'm sorry."

"I'm sorry too...about what you have to do now. Principal Morita and I agreed that you write a five page report on the Howling Commandos as a form of punishment and extra education."

"Of course." Y/N said with a sigh.

"It's due next week, though." Michael replied. "How about we settle down and watch a movie or something?"

Y/N smiled. "All right. Which one are you thinking?"

"My favorite." He said as he walked over to the DVDs shelved near the television. He held up the box. "Revenge of the Sith."

Y/N rolled his eyes. "The prequel? With the actor that shockingly looks exactly like you?"

He shrugged. "He's a handsome man. And I strive to be more like Obi-Wan someday." He put the disc into the player and looked back at his son. "Now, about the black eye..."

• • •

PERCHED ON THE edge of a rooftop, Y/N looked on into the skyline of nighttime Astoria, Queens. He could hear the faint car horns in the distance and the train coming down Ditmars Boulevard.

He was currently in his thoughts, thinking back at the time when his whole life changed. The time he made his biggest mistake, and would spend his whole life trying to correct...

The roar of the crowd was intoxicating. They loved him. He was the first to beat Crusher Hogan and with that also win the $3000 prize. After a couple photo opportunities, still with his mask on, Y/N went into the fight promoter's office to collect his winnings.

He counted the money in his hand before handing him a $100 bill. He kept on counting, Y/N watching and expecting to be handed more.

"Uh...bye." The promoter said.

Y/N raised a brow. "Bye?"

"Yeah. Get out of here."

The teenager looked at the lone Benjamin Franklin on the table.

"The ad said $3000."

"It also said three minutes, and you pinned him in two. That's all you're getting and you should be grateful."

Y/N started to get angry. "I need that money."

The promoter leaned over and stared directly at him. "I missed the part where that's my problem."

Nothing would've stopped Y/N from kicking the scamming douchebag's ass right then and there. But he was better than that, and he wasn't worth it either way.

Y/N exhaled and left the room, passing by a man who suddenly barged in. Once the teenager was gone, the man threw a sack at the promoter's face.

"Hey! What the hell—"

The click of the gun stopped the promoter in his tracks. The man aimed it at his head and stared daggers into him.

"Put the money in the bag." He demanded.

Y/N was already by the elevator when he started hearing commotion from within the office. It wasn't long until the man ran out of the room with both a sack of money and a gun in hand.

"Hey! He stole the gate!" The promoter yelled as he ran out of the office.

A security guard came out of his room and spotted the fleeing robber. "Stop that guy!"

"Stop him! He's got my money!"

Y/N glared at the screaming promoter and moved aside to let the robber enter the elevator he was going to get into. He frantically tapped the first floor button and the doors started closing.

"Thanks." The robber breathed out before the doors shut.

The security guard made it to the elevator and tried to call it back up, to no avail.

"What's wrong with you?" He turned to face Y/N. "You let him go." He walked away and shouted at other guards who arrived. "Cut him off and call the cops!"

The promoter, who had a gash on his head from being pistol-whipped, walked up to Y/N.

"You could've taken that guy apart. Now he's getting away with my money."

Y/N looked directly at him. "I missed the part where that's my problem."

About an hour later, he got a call from his dad while walking down the street. He figured it was going to be about how late it was and his whereabouts.

"Hey, dad." Y/N answered.

"Y/N, I'm with the Parkers. Something happened."

"What?"

"I'm not home, so if you're on your way just get here."

"Uh, all right. Bye."

He wasn't that far from their neighborhood, and once he made it Peter's apartment building he noticed a couple police cruisers outside. He entered the building and went up to their apartment where Michael assured the cops standing by that they were friends. Inside, they saw an officer speaking with a teary-eyed May.

"How could this happen?" May sobbed. "He...he was just going to the store..."

Y/N looked at his father. "What happened?"

He sighed. "Ben got shot."

The teenager looked down in despair. He looked back up and saw Peter through the window on his balcony, simply looking at the street below. He figured he was taking time to himself as he dealt with the situation.

Y/N walked over to the sliding door and was about to talk to his friend, but a statement from the officer questioning May got his attention.

"Mrs. Parker. Does this man look familiar to you?"

He held up a sketch of the shooter from witnesses in the area of the crime. Y/N turned around and got a glimpse of it, and it shook him to his core.

It was the same robber from the promoter's office.

"No. Why? Should I know?" May asked between sniffles.

Y/N quickly made his way out of the room and down the apartment hallway. His father tried to go after him.

"Y/N? Y/N!" He called out.

He just kept running. The feeling of guilt engulfed him. It was his fault. He should've done something.

He could've stopped it.

Y/N let out a exhale as he recalled that day. Because of his mistake, his best friend's uncle was dead. May's husband was gone. A great man died because of him.

They still haven't found the shooter and is still at large. But one day he'll be caught and brought to justice. Y/N was sure of it.

He lost his mom. Peter lost his uncle. His dad, Michael, lost his wife. Peter's aunt, May, lost her husband. If Y/N can somehow make a difference and keep others from feeling that sort of pain, he'll do it.

In memory of them.

He was snapped out of his thoughts once his senses alerted him of something going on below. Glass was shattered at one of the neighborhood shops as three burglars stormed in and started ransacking the place.

The teenager looked on at the scene before dropping down.

After threatening the owner and taking the cash from the register, the burglars ran out of the shop and towards their car. One of them tried to open the door, but a web shot down and stuck his hand to the handle.

"What the—?"

"The lady that owns this place is such a saint. Why burglarize it?" Y/N asked from above.

They looked up, seeing a figure wearing a red sweatshirt and blue fleece pants perched on the awning. He wore a red balaclava that masked his face.

"I bet you guys had a horrible childhood. No Christmas presents?" He continued.

One of the burglars aimed his gun at Y/N but the teen webbed the weapon out of his hand before coming down and drop kicking him. The third burglar swung his crowbar, but Y/N evaded it and put the man's arm in a hold. He punched him twice in the face before flipping over his shoulder and planting him in the ground.

The burglar that was drop kicked tried to get up, but Y/N spun back around and kicked him across the face, knocking him out cold.

The man who was webbed the car watched it all unfold and frantically tried to free himself. Y/N unmasked the burglars on the floor in order to see if one of them was Ben Parker's murderer. He walked over to the next man who was shaking with fear.

"Whoa, man! Don't hurt me!"

Y/N didn't respond as he pulled off the burglar's mask. It wasn't him.

"That dissolves in about an hour. Which gives you time to explain yourself to the cops...who are most likely on their way." Y/N tapped the top of the car twice. "Good luck."

He grabbed the sack of money and walked inside the shop. Without a single word, he placed it on the counter in front of the shop owner who was unsurprisingly confused. For the last couple of weeks she's heard about a person who was going around Queens stopping burglaries, robberies, and doing other miscellaneous deeds.

"Wha—? Who are you?" She asked as Y/N started walking away.

The teenager looked back at the woman.

"Spider-Man."

He ran out and quickly swung away, leaving the criminals for the police and the woman with her rightfully earned money.

• • •

SPARKS FLEW AS the man continued welding the metal on his workbench. He stopped for a moment and heard his phone ringing on the counter nearby. He lifted his face mask and picked up the phone, seeing that it was his younger sister.

"Hey." He simply greeted.

"Hey Bobby." She greeted back. "Sorry I'm calling so late, but it's good news."

"No worries. What is it?"

"Mom is next up for the procedure."

Robert sighed in relief. "Really? That's great."

"Yeah..." She started to trail off. "But then there's bad news."

He stayed quiet for a moment as she continued.

"It's gonna be expensive. Like really expensive. Her insurance isn't even going to cover a third of it."

That was something he expected. But their mom needed this procedure, and he was going to make sure they'd have the money.

"I'll take care of it, Connie. Don't worry." He spoke.

She was baffled. "What? How? You expect to win the lottery or something?"

"I said I'll take care of it." He looked over at what he was working on. "You know I always find a way."

His sister exhaled over the phone, hoping that her brother was right. "Okay then."

"I'll talk to you tomorrow. Tell the boys I said goodnight." He bid farewell and hung up the phone.

He held the device in his hand for a moment before slamming it down on the table. He slid down the wall and sat against it, burying his face into his hands as he breathed out.

He had to act fast.

He glanced up at his workbench, seeing the project he was working on almost complete. Robert was a smart man, practically a genius in fact. He had a gifted intellect that he could use for anything. But he had no time to waste, and what he had planned now was what he had to do.

He got back up and walked over to table, before putting his face mask back on and continuing his work.