Disclaimer: I do not own Spider-Man or Totally Spies. All the characters of Spider-Man are rightfully owned by Marvel. All the characters of Totally Spies are rightfully owned by Marathon Media.

Author's Note: For those that read my first story, don't worry, I'm not abandoning it. I just wanted to get this idea out first.

The Totally Amazing Spider-Man

Beverly Hills, California. A place that literally speaks 'latest fashion' the moment you step foot in the city. Every single building in the business area is tall and fancy competing among themselves to get the citizens as their customers. Even the schools in Beverly Hills are fancy looking, and Beverly Hills High School is no exception. One look at the school and any tourist would believe it was a private school where a bunch of spoiled rich brats attend. However, the truth is far from it. Believe it or not, Beverly Hills High is actually a public school, and while it does have its fair share of rich, snobby, and preppy students, a majority of the students are middle class. It is here at this very school in the middle of the school year that our story begins.

As the school buses pulls into the parking lot opening their doors, thousands of students pours out of them, some eager to meet their friends and hang out before another school day actually starts, while others are simply going to their lockers and putting away whatever they don't need yet. While most of the buses are empty in matter of seconds, one particular bus still holds one student. A boy, who looks probably no older than 15, reluctantly exits the bus and looks on at the school. After some time, he closes his eyes and sighs. He didn't mind moving here in the first place seeing as back at his old school, he didn't have a single friend. But personally, he would rather have been back at his new house helping his old aunt unpack for the first few days before attending his new school. But his aunt had insisted that he go to school instead due to him missing many days of school already before and during their move. Making his way pass the various students (getting a few looks now and then) and entering the building, he finds the principal's office fairly easy and knocks on one of the twin doors.

"Come in," says a female voice.

The boy opens one of the two doors and enters inside to see a woman around her 30s sitting behind a desk. She wore glasses, had blonde hair that was tied in a bun, and wore a blue business suit with a green dress shirt underneath. "Can I help you?" she asked.

"I'm the new student." the boy simply replied.

"Ah yes, I've been expecting you. I'm Principal Jenkins," The woman went to her computer and clicked on the mouse a few times. Soon the printer was at work. "Your transcript from Midtown High looked very promising. I'm sure you'll fit in perfectly fine here at Beverly Hills High," Principal Jenkins said as she grabbed the paper that had just printed from the device on her desk not too long ago before getting up from her chair and approaching the boy.

"Here's your schedule for your classes," Principal Jenkins said and handed him the paper sheet. The boy took a moment to look over his class schedule. "If you have any questions, please don't hesitate to come ask me."

"Ah… yeah… sure thing…" the boy said awkwardly, "Well, I'd best find my locker and get to class." he said and quickly exited the principal's office.

Little did he know was that 3 figures were watching him when he left the principal's office. "Well, Well girls, what have we here? A new loser I see," said one of them with an evil smile, apparently the leader of the group. "Put him on the top of my 'things to do today' list." And with that they too went their separate ways.

Elsewhere within the school, another trio of girls are currently spending some time together before the start of 1st hour. These three girls are Samantha Simpson, Clover Manson, and Alexandra Vasquez. Believe it or not, while on the outside they look like normal everyday teenager girls. All three of them are secretly spies for an agency named the World Organization Of Human Protection or W.O.O.H.P. for short. The three of them together make up one whole spy unit. But while they are a spy team, their friendship is not a cover but the real thing. In fact, their lives have intertwined so much it's almost as if destiny had arranged from the beginning for them to become great friends. All three of them moved to Beverly Hills at the same time, visited Beverly Center at the exact moment (even if they all went to different departments), had the same first spy test without knowing it (set up by W.O.O.H.P. founder, Jerry himself), and later found out that they attended the same high school as new students. The three of them have attended Beverly Hills High for a whole year now. And despite always being deployed on missions at the worst time possible, they've all managed to pass all their classes from last year.

The girl with white skin tone, long red hair with her bangs simply held back with a pin, and emerald green eyes is Samantha, Sam for short. Of the three girls she's the most intelligent, and her intelligence has gotten her and the girls out of many tight spots during their missions. The one with medium-short blonde hair down to her cheeks with blue eyes and white skin as well is Clover. Your typical teenage girl, Clover is obsessed with fashion, cares about her appearance, a shopaholic, and boy-crazy. In fact, almost on all of their missions, Clover has flirted with any boy she deemed as cute. Lastly is Alexandra, Alex for short. She has light brown eyes and short black hair cut in a bob and dark skin. Alex is the most athletic of the three girls. Despite this, she's also the clumsiest. During their missions, she always either charges in without much thought, or mishandles their many gadgets for their missions. Currently, the three of them were just reminiscing on their last mission.

"Too bad really, like just think about it girls, it was totally fun having a perfume made from our very own sweat. I mean, it might as well had our signatures on it!" said Clover.

"Not to mention very useful," Sam nodded her agreement, "Good thing Jerry wasn't too mad at us for using it on him." she giggled at the memory, and was joined in by Alex and Clover as well.

"Yeah but if we had to constantly sweat ourselves all the time just to make it, it really isn't worth it. Especially since it doesn't even smell good." Alex added, and the other girls agreed.

"Hah! Your own Perfume? Please, you three losers couldn't own your own perfume even if you had the money." said a high pitch nasally voice that caused the three girls to have annoyed looks on their faces as they turned to the source.

Standing in front of them were three other girls. The one standing in the center was Mandy, having long black hair and violet eyes. The one to Mandy's left was Dominique, having blue eyes and peach skin, and dark red hair styled similar to Alex's. While the one on Mandy's right with long and curly black hair, dark skin, and green eyes was Caitlin.

"Mandy," Clover growled out, the hatred strong in her voice.

"Face it girls, if anyone was gonna have their own perfume it would be me." Mandy insulted them and laughed as she went off followed by her two lackeys.

With their good mood clearly ruined, all three girls started making their way to their separate classes, they were still together for a little longer before having to split up.

"Ugh! Who does she think she is?!" Clover vented, still fuming over the encounter. The three of them began thinking of how to get back at Mandy.

Not too far away, the same new boy paced down a hallway adjacent to the one the girls were on. His eyes glued on to the class schedule in his hand as he tried to memorize it.

Both parties didn't notice they were about to literally crash into each other until it was too late.

"Ah!" the boy and Clover cried in union as they met head on to each other, Clover in turn knocked her two friends down as she fell back. A yelp of surprise escaped them both as all four youngsters tumbled down to the floor.

"Rude much! Watch where you're going next time you jerk!" Clover yelled while rubbing her head in pain.

"I-I'm sorry! I didn't mean to-I wasn't paying attention!" the boy cried out nervously as he tried to quickly pick up all his books and papers that had scattered during the collision. It was at this time that Clover had a good look at the boy.

The boy looked about her age. He had brown eyes and short brown hair that was a bit shaggy and wore a simple long sleeve red shirt, blue jeans, white socks, black and white sneakers, and had an old looking blue backpack behind him. His choice of clothes was clearly way out of fashion but despite that, he was awfully cute. Cute enough to the point that even his way out of fashion clothes looked good on him.

"Oh, like no. I'm sorry, I was much too harsh." Clover quickly said and began picking up some of the boy's papers. Sam and Alex also join in helping the boy gather up all his stuff. Once everything was collected, the girls gave him their portions of his possessions.

"Uh… thanks…" the boy said as the girls handed him the last of his materials. "Sorry again… I gotta go." he said and stormed off past the girls.

"Hey, wait!" Clover called after, but the boy was soon lost in the crowd of scrambling students.

"Who was that?" Alex questioned while looking at the hallway the boy had left in.

"I don't know. I've never seen him before." said Sam, while also staring at the same hallway.

"He was really cute," Clover commented sadly, "I wonder if we'll meet him again. We didn't even get his name."

"Well, what did you expect? You scared him off after you yelled at him." Alex replied.

"Hey! Like it's not my fault! I was still angry over what Mandy said!"

Alex was about to retort until the bell rang, signifying that 1st period had started.

"Oh no! Girls! WE'RE LATE!" Sam cried. And without a second to waste, all three girls dashed their separate ways towards their first class.

After apologizing to Mr. Roberts for being late, Sam took her seat and waited for Chemistry to start. Once Sam took her seat, Mr. Roberts got up from his seat and cleared his voice.

"Well class, before we begin, we have a new student I'd like to introduce. He just came here from Midtown High School, all the way from Manhattan, New York." Many students had awe faces at the mention of where this new student was from.

Sam looked at the door and was surprised as the same boy, who she and the girls had just bumped into earlier, entered the class and stood next to Mr. Roberts, all the whole while looking very uncomfortable for all the attention.

"Class, meet Peter Parker."

Author's Note: Well I hope you all like the first chapter, sorry if its a little long. I had fun writing this chapter, you have no idea how hard it was trying not to mention Peter's name until the very end. In the end, I'd say it worked out really well.