Ben slumped into his seat, resignation weighing on his shoulders like a lead blanket.
In public schools, teachers rarely bothered disciplining students for tardiness—frankly, they were grateful when kids showed up at all. Still, the mark would go in his record, adding to what was becoming an increasingly problematic attendance pattern.
As the teacher turned to write on the blackboard, a platinum blonde head popped up from the seat beside him, blue eyes sparkling with curiosity.
"Hey, Ben," Felicia Hardy whispered, keeping her voice low enough to avoid detection. "What made you late today? You're usually so punctual."
"Thirty seconds hardly counts as late, Hardy," Ben replied, pulling his completed homework from his backpack with practiced efficiency.
Felicia Hardy was something of a school celebrity—wealthy, beautiful, academically capable, and blessed with the kind of effortless charm that made teachers and students alike gravitate toward her. But Ben knew there was more to her story than the privileged princess facade she presented to the world.
Her father, Walter Hardy, was the infamous Black Cat—one of New York's most skilled thieves, though Felicia herself remained blissfully unaware of his double life. In a few years, she'd follow in his footsteps, becoming the Black Cat herself and eventually crossing paths with Spider-Man in ways that would complicate both their lives considerably.
For now, though, she was just a teenage girl trying to navigate the social complexities of high school.
"You always have an excuse ready," Felicia said with a slight smile, straightening in her seat as she noticed Ben arranging his materials.
She wasn't surprised to see his homework completed—Ben Parker was notorious for his academic diligence. In all the time she'd known him, she'd never seen him skip an assignment or submit subpar work. He approached his studies with the kind of methodical determination that impressed teachers and occasionally irritated his more naturally gifted classmates.
Unfortunately, in a world populated by genuine geniuses, raw effort could only carry someone so far. Ben could handle standard coursework without difficulty, but when it came to advanced concepts or competitive academic challenges, his limitations became apparent.
This was a universe where brilliance was almost commonplace. Even Peter Parker, despite his obvious intelligence, regularly received criticism from mentors like Dr. Connors or Otto Octavius for not pushing himself hard enough. What chance did ordinary students have when genius was considered merely the price of admission?
Felicia understood that struggle intimately. She worked hard, maintained good grades, and applied herself diligently—but she wasn't a prodigy, and the awareness of that limitation stung more than she liked to admit.
Watching Ben organize his textbooks with characteristic precision, she felt a sudden surge of kinship. Maybe they could help each other navigate the academic challenges ahead.
I should organize a study group, she thought, the idea crystallizing with appealing clarity. Ben would be perfect for something like that.
She was just preparing to lean over and share her idea when the teacher turned back toward the class, forcing her to quickly duck down to avoid detection.
Ben, meanwhile, was completely oblivious to Felicia's internal monologue. His thoughts had already shifted to the treasure trove of technology currently hidden away from prying eyes—Tony Stark's Mark III armor, waiting to be dissected and analyzed.
I can transform into Grey Matter after school and really dig into the engineering, he mused, barely containing his excitement. Every component, every circuit, every line of code...
Even though he'd successfully dismantled the suit as XLR8, that had been crude disassembly focused on speed rather than understanding. Grey Matter's enhanced intellect would allow him to truly comprehend the sophisticated technology Stark had developed.
"It's a shame I couldn't damage the Arc Reactor more severely," he thought with a twinge of regret.
The Arc Reactor represented the crown jewel of Stark's innovations—a working cold fusion device compressed to the size of a human heart. The technology should have been impossible by current scientific standards, yet Tony had not only achieved it but miniaturized it to an unprecedented degree.
Beyond the power source, every component of the armor represented cutting-edge engineering that pushed the boundaries of materials science, robotics, and computer integration. While Ben had never harbored particular interest in scientific research—his academic efforts were motivated more by family obligation than personal passion—the prospect of reverse-engineering Iron Man technology was genuinely thrilling.
If he could fully understand Stark's innovations, he might be able to develop his own powered armor or even design protective equipment for Peter's inevitable superhero career. The alternatives were allowing his cousin to fight crime in glorified pajamas, which seemed both dangerous and undignified.
A gentle tingling sensation interrupted his planning—spider-sense alerting him to an incoming projectile. He reflexively caught the small piece of paper that had been discreetly tossed in his direction.
I'm organizing a study session and planning to invite Gwen. Want to come to my house?—Felicia
Looking sideways, Ben caught Felicia's attention and saw her mouth silently: "You can bring your cousin, Peter Parker."
Ben had to admit the logic was sound. Gwen Stacy and Peter Parker consistently ranked first and second in their class, their academic rivalry driving both to ever-greater achievements. More importantly, from Felicia's perspective, both were attractive, intelligent, and socially desirable companions.
For Peter specifically, meeting Gwen might provide a welcome distraction from his current obsession with Liz Toomes, not to mention his increasingly unhealthy fixation on investigating Oscorp and his parents' mysterious past.
But Ben had more pressing concerns than teenage social dynamics.
I don't have time for study sessions, he thought firmly. I have an entire suit of advanced armor to analyze.
The possibilities were endless—he could use Grey Matter to understand the technology, then potentially employ Upgrade's technopathic abilities to interface directly with the systems. Maybe he could even develop improvements based on alien engineering principles, or create specialized equipment tailored to Peter's spider abilities.
Any of those activities seemed infinitely more productive than spending an evening studying material he already understood.
Ben crumpled the note and shook his head at Felicia, keeping his voice low to avoid attracting attention.
"Sorry, Felicia. I've got stuff to do after school. And Peter's been pretty distracted lately—I don't think he'd be much good as a study partner right now."
He was being honest about Peter's mental state. His cousin's thoughts had been consumed by questions about Oscorp, Dr. Connors, and the mysterious circumstances surrounding his parents' deaths. Academic collaboration seemed unlikely to compete with those preoccupations.
Besides, if Ben remembered correctly, Gwen had her own after-school commitments. She played in a small band with Mary Jane Watson and several other students—hardly the schedule of someone available for impromptu study sessions.
"Fine, forget it!" Felicia's voice carried a sharp edge of disappointment and wounded pride.
She'd clearly expected a different response, and Ben's casual rejection had caught her off guard. Turning away with obvious irritation, she made a point of avoiding eye contact for the remainder of the period.
I know he doesn't participate in clubs or social activities, she fumed silently. He always claims he doesn't have time, but that's obviously just an excuse. If he didn't want to study with me, he could have at least been honest about it.
Her hurt feelings quickly transformed into indignation, then determination.
Fine. I'll invite Gwen and organize the most successful study group in school history. When Ben sees how much everyone's grades improve, he'll regret turning me down. Maybe then he'll appreciate what he missed—assuming I even give him a second chance.
The fantasy of Ben eventually begging to join her exclusive academic circle provided some satisfaction, though not quite enough to dispel her disappointment.
I'll ignore him for the rest of the day, she decided with final resolution. That'll show him.
Ben, however, had already moved past their brief interaction, his attention fully absorbed by the day's lessons. Something felt different about his cognitive processing—concepts that usually required significant effort seemed to click into place with surprising ease.
Am I actually getting smarter? he wondered, pleasantly surprised by how readily he was absorbing new information.
The enhancement might stem from his spider abilities—if the mutation could improve his physical capabilities so dramatically, cognitive enhancement wasn't impossible. Alternatively, his brief time as Grey Matter might have left lasting traces of Galvan neural patterns, or simply exposed him to more efficient thinking methodologies.
Most likely, it was a combination of factors working in concert.
Of course, regardless of the source, he wasn't about to become a genius overnight. True intellectual brilliance required more than enhanced processing speed or improved pattern recognition.
For the first time in his academic career, Ben found himself genuinely engaged with classroom instruction, the hours passing with surprising speed. The experience of effortless learning was intoxicating—for a brief moment, he could almost imagine himself joining the ranks of Marvel's intellectual elite.
But reality check quickly tempered that fantasy. Even with enhanced capabilities, he remained fundamentally ordinary compared to the genuine prodigies surrounding him. Peter had been developing impossible materials in middle school. Dr. Connors, despite his consistent research failures, possessed the knowledge to achieve superhuman transformation through genetic manipulation. These weren't individuals operating on the same intellectual plane as normal humans.
Still, Ben felt no bitterness about the disparity. He'd never expected to compete with cosmic-level intellects, and the Omnitrix provided access to truly alien minds when circumstances required genuine brilliance. Grey Matter was just one option among millions—the database included species like the Cerebrocrustaceans and the Necrofriggians, beings whose cognitive capabilities made human genius seem quaint.
Not to mention Alien X, whose consciousness encompassed omniscience itself.
The final bell interrupted Ben's contemplation, and he felt genuinely refreshed despite the full day of academic focus. For Felicia, the experience had been considerably more complex—maintaining her vow of silence while sitting directly beside her target had required superhuman self-control.
He must be absolutely miserable after I ignored him all day, she thought with satisfaction, finally ready to witness the fruits of her psychological warfare.
But when she turned to gauge Ben's reaction, she found only an empty seat.
Glancing toward the classroom exit, she caught just a glimpse of Ben's retreating figure as he disappeared into the hallway, moving with obvious purpose and completely oblivious to her presence.
Felicia Hardy stomped her foot in frustration, her carefully planned dramatic moment reduced to anticlimactic solitude.