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Music played through the gym loudspeakers as the coach shouted at everyone to do more sit-ups. Ned was holding down on Peter's shoes while he did an insane amount of sit-ups in such a quick time span.

Grace wondered how he was so strong and athletic. He didn't do any sports that she knew of. Betty was holding down on her shoes, and she was supposed to be doing the same thing as Peter.

But she was too distracted and stuck in the upward position looking at him. He was all sweaty, and she couldn't help but swoon.

"Grace," Betty warned.

She sighed and continued to do sit-ups, but was interrupted again by Flash Thompson walking over to her and her friend.

Grace never understood why Flash was popular; he was really a dork in disguise, who was determined to get a girlfriend.

She sat up and stared at a grinning Flash. "You busy after school?" he asked.

Typical Flash, always trying to hook up with every girl in the school. But of course he would go for Grace again. Even Peter recognized how pretty Grace was.

She knew she wasn't busy since Peter denied her invite to hang out. Unfortunately, she didn't have plans with her crush. "Uh, not really."

"How about me and you go grab something to eat?"

Peter stepped up, standing beside Grace now. Ned looked horrified, still sitting on one of the royal blue gym mats.

"Gracie, remember, we were supposed to work on that school project tonight," Peter interrupted.

Grace knew she had no school project to work on.

"Piss off, Parker," Flash threatened.

"I'm just saying, Flash. Gracie's busy tonight," Peter said with a little bit of a smirk.

Flash walked away, clearly fuming. Grace blushed and looked at the boy ahead of her. "You didn't have to do that."

"I don't like Flash, I don't think you do either," he shrugged.

He was honestly right. Peter returned to his gym partner, and once Betty and Grace were finished their set of exercises, they headed over to the bleachers.

They sat down together, looking at some of the other girls around them. Grace noticed MJ sitting at the very top of the bleachers, her back against a wall. She was reading a book, but then she got up.

Grace's eyes followed her across the gym, but she froze when she realized MJ was heading towards Peter and Ned, who had just finished their set of exercises.

She couldn't hear completely what they were saying, but she could see them laughing closely together.

Jealousy burned within her.

"What do you think they're talking about?" Grace whispered to Betty.

"I don't know. But Peter would be wrong to pick MJ over you. I love her, but you're made for Peter," Betty complimented.

Grace loved her friends. "Aw, thanks Bet. I really hope you're right."

The bell rang, and everyone rushed out of the gym. Grace said her farewells to both Betty and Peter and rushed to her locker to grab anything she needed before she left school for the day.


It was a while before Grace even got close to home. She missed the bus, so she had to walk to her apartment that she lived in with her mother and father.

However, her mother was working a late shift at work and her dad was on a business trip.

She stopped to grab a snack at the Deli, but now it was dark out. Grace didn't feel completely safe walking in the streets alone, but she tried to get home as quickly as she could.

Grace was alarmed by the sudden sounds of footsteps behind her. She peered over her own shoulder, but panicked when she saw a tall figure walking behind her.

What else could she do but keep walking? The girl's pace increased, and she noticed that his did too. He was copying her every movement.

Grace considered calling someone, but he would see. It would attract too much attention. She was close to her home, after all. Her eyes landed on one of the nearby stores, which she ran to.

The man came behind her, menacingly staring at her. He looked strong, and he was almost three times her size.

Grace mumbled to herself, and nervously shivered. She could tell the man was staring at the cash register in the store. Grace wasn't quite sure if he was staring at her too.

Before he could even speak or touch her, he flew onto the ground. Grace noticed spider webs being shot at him and covering every inch of his chest.

Spider-Man, the famous masked superhero landed on the ground in his signature superhero landing.

"Leave her alone!" he yelled.

The man put his hands up in fear.

Grace was still scared, but she felt safer with a superhero standing in front of her. She was still amazed to see him in person.

Spider-Man webbed him up, tying him to the light post, leaving a small note in front of him that read, "found a bad guy-Spider-Man."

Grace giggled a bit at the note and immediately stiffened up when she saw Spider-Man walking towards her.

"Are you ok?" he asked softly.

His voice felt too familar...

"Yeah. Thank you so much. I mean-this so so cool. Spider-Man saving me and all... yeah I should probably stop talking."

Spider-Man just laughed at the girl. "What's your name?"

"Grace."

"Nice to meet you, Gracie, uh Grace. Unless you don't mind Gracie. As you already know, I'm the amazing Spider-Man."

No one ever called her Gracie aside from Peter. It was odd that Spider-Man immediately called her the same nickname, but she liked it. She almost preferred Gracie.

"Thank you again," Grace said with gratitude. "And yeah you can call me Gracie."

"Let me get you home," he offered.

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