Peter's heart sunk as she simply held her hand up, preparing for another lecture... and he stood there with his head down, nodding at her comments, completely agreeing... He should have told her, but he was caught in the moment when he was Spider-Man. He was the quick witted, idolized hero of New York... As Peter he was just... Peter. He looked up at her when she said that she was going to tell him the truth about how she felt... that didn't make him feel better. He then gave a smile at her words. those three beautiful words... She loved him... He didn't know how he got so lucky when the rest of his life was far from it... but he knew that he didn't want to lose Lexi... He decided to sit down next to her, taking a deep breath, going through this scenario over and over again in him mind.

"I was trying to find things out about my parents... and why they just left me. And through some research i found out that a Doctor Curt Connors used to work with my dad, and he was working at Oscorp..." He looked up at her then his hands occasionally. "As you know i took an internship to find out all i could know about my father... Connors worked in the genetic mutations department, and while looking around i found a room full of these spiders... It was fascinating, really... and while looking, one landed on my hand, and just... bit me...." He said with a shrug. 

"I felt terrible that night, hallucinating going in and out of focus, my eyes hurt, my glasses didn't help, and i fell asleep... the next morning i could see perfectly without my glasses... I found out that i can stick to any flat surface using my hands and feet. I was stronger, could jump across buildings, i could run faster too... That's how i got the powers... And the whole suit thing didn't come until after Uncle Ben passed... The only thing i did was stop robbers and thieves... wanting to hunt down and find the man that killed him... I wanted... I wanted to make him pay. To make him suffer just like i did..." He shook his head. "i never found him..."