Hi everybody, it's Marvel11611 here my newest story, The Amazing Spider-man. I have to apologize for not updating my other story "Captain America: Sentinel of Liberty." I just lost a bit of inspiration, but I'm working on it. Anyway, this is a re telling of Peter Parker's transformation into Spiderman. You'll see many old characters and villains and even a few other heroes. This first arc I've predicted to be about two or three chapters. This story took me ages just to start, because the Spidey origins are so important but I wanted to skip them and wasn't sure how to handle them and in the end I just went for it, so if this story seems rushed, that's why. I promise it will get better as time goes on.

The Amazing Spiderman

Issue 1: Origins PART 1-Peter Parker is bitten by a super spider and gains amazing powers, meanwhile, sinister things are happening at OsCorp.

Cover: Peter Parker climbing a wall in his normal clothing.

New York. OsCorp

The OsCorp science representative Dr Miles Warren continued to show off the many inventions that OsCorp had been responsible for, but his words were lost on a small teenage boy standing at the back of the tour group.

This boy's name was Peter Parker, he had brown hair and brown eyes that made him look pretty ordinary. He wore glasses and a red t-shirt with a large spider emblem on it, his jeans were normal enough and his black Vans had seen better days.

At the moment Peter was your everyday teenager, but that was all about to change.

What had him so captivated was a certain display screen showing a video of the process taken to create the OsCorp Glider Transportation Device and the screen was currently in an interview with the co-creator of the project, Richard Parker, Peter's father.

Peter had been left with his Aunt and Uncle at a young age because his parents had needed to leave on urgent business. Peter had no idea why they had left him, he only knew that three days later, a government official had shown up at doorstep of the new Parker Residence and announced the death's Mary and Richard Parker.

Peter shook the bad memories out of his mind and watched the video, noticing that the date was about a week before he lost his parents, Peter thought this was curious considering it appeared to be his last piece of work before he left.

This was about the time when Peter realized that his tour group had left him. Peter rushed towards the door to the next room but inn his haste, tripped on his shoelace and tumbled into a side room which, according to the self named "Parker Luck", was currently full of security guards. "Hi," Peter said with a weak laugh.

Peter swore under his breath as the guards voices grew louder. He backed up towards what he expected to be a wall, but turned out to be extra space. Slowly, the 17 year old turned to see what was behind and found he was once again awestruck at the sites before him.

Hundreds of spider's crawled through a restricted area, spinning webs and creating their own personal territory. But it wasn't the hundreds of spiders that made Peter speechless, it was the one massive spider in the middle.

It had an intricate white, web like pattern on its back with dark green and yellow as a sort of background. Peter wondered why a spider that size would even need camouflage, he highly doubted it was low on the food chain.

Peter decided that the spider was a secondary matter compared to the doors behind him opening despite his clever pass code block. Peter walked across the room, careful not make large movements that could alarm the spiders.

After many slow and tension building movements, Peter made it to the door on the other side of the room and slowly opened it, although at this point it was really just because Peter was enjoying tension building, he had a 99.9% chance of escaping the room.

The door opened enough for Peter to slip through and he regained view of his tour group. Quietly thanking whatever God would listen, Peter walked off to his class.

The guards burst through the door and fanned out over the small room, but each knew it was futile as they would've already found the boy if he was in there.

The leader, a scientist named Dr. Nels Van Adder, called off the men as he realized that something was horribly wrong.

"Nobody move!" He called out abruptly, "The OzSpider is missing."

New York. Subway Train

Peter lay down on the train seat. He was so hot at the moment he worried he would combust. Fortunately, the bench was enough for Peter to fall asleep on. Despite having done no physical exercise save for escaping the guards Peter was completely worn out.

His sleep did not give Peter a reprieve from his ailment.

Dreamscape

Peter was running. He didn't where to and he didn't know what from but knew that he was running and that he had to. The area was dark and he felt enclosed, but there seemed to be no end to this room.

"You cannot escape!" A deep and menacing voice behind him said.

Peter continued to run, a sense of dread setting in. "There is no running from destiny," it informed Peter, "Your destiny is great, little spider, but you must accept it," Peter was beginning to tire, "You must accept both sides, not man, but spider, not one, but The Other."

Peter collapsed on the ground but instead of surrendering, he crouched down into an attacking stance and waited for his opponent to attack. The shadow swooped down at him and Peter dodged backwards. Then he raised his hands and folded his fingers into an unknown position and shot a sticky web-like substance at his opponent, who became entangled in the webs.

"I see," The shadow said, "You are strong young arachnid, but my offer remains, you must embrace me!"

Forest Hills. Parker Residence

Peter collapsed through the door of his house, sweat pouring off of him. His Aunt rushed over to his staggering form.

"Oh, Peter, what happened?" Aunt May gasped, leading Peter over to the dining table.

"Spider…bite…dream…weird," he mumbled, although he wasn't sure if that was the truth, Peter's memory felt kind of hazy after the spider bit him. He thought back to the moment.

Peter walked out of OsCorp with a grin on his face, all in all it had been a good day, he and learnt lots, escaped the guards and found out a little about his dad's work. Peter had known his dad worked for OsCorp but he hadn't known how much authority he had. Peter would definitely have to ask his Aunt and Uncle about that. Peter continued onwards towards the train station, whistling tune out loud. He felt something on his arm but regarded it as the wind on his sleeve, failing to notice the large spider he had marveled at just an hour earlier. Peter stopped at an intersection and scratched his head, dislodging the spider from his arm to his neck. The now startled and angry spider took a few steps before biting Peter. "AAHH!" Cried Peter in pain, quickly swiping at whatever had just caused the pain on his neck. Peter watched as the spider fell on the ground and scuttled off to wherever it is that spiders went when they weren't scaring people. Peter immediately felt the effects of the poison in his blood stream as every move felt sluggish and his head felt heavy, he also heard a ringing in his and decided, in a way that only apparent death could tell you, that his brain had been compromised. Suddenly a honking noise mad Peter realize exactly where he was standing, in the middle of the road. The ringing in his head intensified and Peter passed out, or at least he thought he must have because what happened next could only come from a dream, Peter jumped over the car and 20 feet in the air later he landed on a wall. Shocked, Peter clung to the wall for dear life. That was when it hit him, Peter had just clung to flat vertical wall for dear life. Peter jumped backwards off the wall. He closed his eyes and waited for the great pain, but the "dream" ended there because Peter only remembered waking up and jumping out of a dumpster and stumbling away to the subway station.

"Peter, Peter," Peter heard Aunt May's voice and focused on it, "Oh thank God, I thought you were falling into a coma, dear, let me go get you some water." Aunt May once again regained her confidence and began being Peter's mother again.

Peter just sat at the table and blinked, "Weird. Definitely weird!" he muttered to himself.

The Next Morning Forest Hills. Parker Residence

Peter got out of bed wearily and went straight to the bathroom down the hall. His Aunt and Uncle heard him stomping and wandered out of their bedroom. They both gasped at the sight before them.

"Oh my! How odd," gasped Aunt May.

Uncle Ben nodded his head in agreement, "Yeah, since when does Peter get up before 10 on a Sunday?" Ben asked.

May hit him over the back of the head, "No, he's not his wearing his glasses Ben," She corrected.

"That too." He added.

Peter turned the tap on in the shower, no water emerged. He looked at the tap and noticed it was gone, then he looked at his hand, the tap was in his hand, the metal squashed in his hand. Peter shook his head, then tried the other tap, this time applying half as much pressure.

The tap turned, but the shower head only dribbled out water, so Peter shook it. The shower head fell off, relieving the water of a pressure build-up so it flew out of the wall, thoroughly soaking Peter with icy cold water. He allowed himself to get drenched for a moment while he pondered his current predicament.

"If this is my new body," Peter thought, "Flash will have to find a new punching bag."

New York. OsCorp

"What do you mean the OzSpider is gone?" Norman Osborn said in an eerily quiet voice.

Nels Van Adder quaked at this, he had worked with Norman long enough to know that when he was quite, he was thinking, and when he thought instead of yelled, Norman was at his scariest.

"We were chasing a boy through the tower and he stumbled into the spider's room. When we went in, the spider was gone." Nels explained.

Norman ran a hand through his short red hair and sighed in frustration, "So then get the security tapes." Norman said, motioning to the door.

Nels stared at him, it was such a simple idea yet it was not an easy way out, "Sir, even if we do get a visual on this kid, we may have no idea who he is."

Norman sighed once again, he was losing patience with Van Adder very quickly, "Nels, do you remember what we installed in our last security camera update?" Osborn asked, Nels gulped as he remembered and cursed himself for not thinking properly, Osborn continued, "So run the facial recognition scan on the cameras AND GET ME THAT BOY'S DETAILS!" Norman finished, yelling the last part.

Nels nodded swiiftly and left faster, wanting to get the results of the test back quickly so he could make up for his previous error.

Nels returned to the CEO's office out of breath, having run as fast as possible to return.

Norman's back stayed turned to Nels, but he spoke first, "I take you got answers." Norman guessed, his voice still carrying some venom from earlier.

Nels rolled his eyes at his boss's anger and threw the papers down, "The boy's name is Peter Parker. A local student at Midtown High, he lives in Forest Hills with his Aunt and Unc…" Nels Van Adder was cut off by Norman who raised a hand and turned around.

"Show me a picture," he said, Nels handed him a photo, "I know this boy," Norman informed Nels, "I want someone tailing him asap. I do not want a lawsuit because this boy may have been bitten by the OzSpider. Also, follow my son as well, Harry and Peter are close friends," Norman said.

Nels nodded, "Why do we need to follow his friends?"

"Because I get the feeling that life for anyone close to Peter Parker is about to get complicated."

Forest Hills. Parker Residence

Now that he had woken up, Peter felt much better, better than he had in a long time actually.

Peter remembered the spider, "What is happening to me, first I'm really sick and now I feel like Super-Peter. I definitely need to do some research." He thought.

Aunt May walked out of the kitchen and stood opposite to Peter, "How are you feeling today Peter?" She asked him, her face wrinkled in worry.

Peter smiled up at her, she really was the best aunt, she would do anything for him. "I'm feeling much better Aunt May." He replied.

Peter then felt a hand on each of his shoulders and looked up to see Uncle Ben standing behind him. Uncle Ben smiled down, "You look better to, I thought you might have bleached your skin like that Joker villain from the comics you were so white." Uncle Ben joked.

Peter chuckled, him and Uncle Ben loved comics, Uncle Ben had always taken Peter to his favourite comic stand and it had become a monthly tradition, one of the many traditions the pair had but unlike the others, Aunt May actually enjoyed this one.

Ben then grabbed Peter up, "C'mon Pete, let's have some fun outside. The sun is shining and the birds are chirping, it's about time we practiced your ball skills." Uncle Ben said, trying to encourage Peter out to the front yard.

"Sure thing Uncle Ben." Peter agreed, and ran off upstairs to go grab some shoes.

Peter chucked the baseball back to Uncle Ben, careful not use too much of his newfound strength. Ben caught the ball and threw it back, Peter caught it with ease and repeated the action, still holding back. Ben frowned, "I don't think you're giving this your all, Peter," he stated.

Peter shrugged, "I don't want to break another window."

"C'mon, give me all you got," Ben encouraged Peter, "I'll even go to the end of the street." He said, walking off and under arming the ball to Peter.

Peter caught it tossed it from hand to hand, carefully thinking the throw over. "AND REMEMBER, NO HOLDINGBACK!" Ben yelled from the other end of the street.

Peter cocked his right arm back and took a couple of steps for a run up before launching the ball forward, but even as it left his hand Peter could tell there was no way that Uncle Ben could make that catch, it was going much too high.

The ball sailed over Ben and went at least another block, landing out of sight. Peter stared at the house that he had just thrown the ball over and then at his uncle who stared back at him with his jaw hanging down from his mouth.

Peter could only think of one word to describe that throw, "Woah."

New York. OsCorp

Nels Van Adder was a very busy man at the moment. He could not tail Peter Parker or Harry Osborn at the moment. His stress levels were through the roof, his face had visibly aged and the only sign that he was still in his 30's was the fact that his hair had not turned grey, but he was sure it would in the next three or so hours.

He thought back to what Norman Osborn had said to him at the end of their last conversation, "Begin human trials with the OzGenes, I want to know what may become of the Parker situation."

Nels ran down to the lower laboratories. And opened up file after file, but none of the candidates were ready, all were either injured and/or sick and were waiting for the medicinal experiments.

"Where am I going to find healthy test subjects at such short notice?" He wondered.

New York. Alley

Peter faced the brick wall and sucked in air. What he was about to do was crazy right? "No," he reminded himself, "Throwing a baseball almost 350 yards is crazy." He thought.

Peter then put his hand up to the wall and left it there for a second, upon trying to pull it back he found it was stuck. "Yay me." Peter thought.

Then he tried the next hand, same result. Peter slipped of his socks and shoes and put his feet on the wall so he was cling to it on all fours. Peter smiled and began to climb.

Peter got about halfway up the wall before yet another insane idea formed in his head. Peter slowly lifted his hands off the wall so he was attached only by his feet. Testing his stickiness and finding it was satisfactory, Peter Parker began to walk up the wall, then he ran up the wall.

Making it to the rooftop, Peter let out a big whoop, scaring the pigeons currently residing on the ledge, "That proves it, I'm now super strong and have adhesive hands and feet," Peter thought to himself, "I wonder what else I can do?" He pondered, this time aloud.

That's when Peter remembered his strange dream on the train where he had shot out webs from his wrist. Remembering the hand and finger position, Peter mimicked the movement. Nothing happened. A few more tries proved that he could not produce webs.

"Can't win 'em all, I guess." Peter he moved on from this thought quickly when a new one struck him. Taking a few steps back, Peter looked at the next roof along and so on so forth until he saw no more, they were all evenly spaced and if he missed it gave him a chance to practice using his self dubbed "Stick 'em Powers."

Peter smiled and ran forward before leaping of the roof and landing on the next one. He rolled and keeping momentum got up again and ran forwards. Jumping again, Peter let out joyous cry and whooped, this was by far the most exhilarating activity he had ever partaken in.

Peter kept running and jumping, building after building. Nothing stood in his way and nothing wanted to ruin the moment. But something did, Peter heard the ringing in the back of his head and felt a tingling sensation. Peter looked around, his instincts telling him something dangerous was approaching. That was when he saw the clothesline. Peter had too much momentum too slow down in such a small space, so he did what his instincts told him, Peter jumped.

The line approached and would've taken off Peter's head, but his body twisted and contorted around the line so he missed the object by a long shot. Peter landed on the other side of the roof and stopped himself, perching on the ledge with all fours.

"Wicked."

New York. OsCorp

Nels banged the table in frustration. His searches had turned up with zero candidates for him use. His efforts were for nothing. Nels knew that if Norman found out, he would no longer have a job at OsCorp.

Nels turned quickly at the sound of footsteps behind him.

Norman Osborn walked over to him, "Nels, I see you have done nothing in the last two hours." Norman accused him.

Nels began to sweat, he did not like disappointing a man like Norman Osborn. "We don't have any volunteers that can give us accurate results." Nels explained.

Norman walked over to the serum cabinet and looked at the various vials, "That is…disappointing, Nels." He muttered.

Nels Van Adder returned to his work bench, "I can start the search again Sir." Nels informed Osborn, but the multi-billionaire was no-longer listening, instead he was walking over to Nels with a sinister grin on his face.

"Now why would we do that," Norman began, pulling out a vial filled with red liquid. He then proceeded to grab Nels and inject the liquid into his neck, "When we have a perfectly good candidate in our very lab." He finished.

Nels collapsed to the ground, clawing at his face. He felt like he was on fire. He rolled around on the floor, screaming in pain and clutching at whatever body part hurt most.

Norman watched him as he begun to change. Nels' muscles grew, his nails grew into talons and teeth sharpened to the point where they became fangs. His veins turned from their usual blue and purple to bright red, creating a pulsing light effect.

Nels began to slow down his struggling as the pain subsided. Shakily, he stood up. He was easily half a foot taller and his eyes were now black with red pupils.

Nels surveyed the room and saw a grinning Norman Osborn, he began to advance, "You!" He said, his voice now deep and raspy.

Norman stood his ground, unfazed, and pulled out another vial, "The antidote," he said, "Dr Van Adder, if you ever want to live a normal life again…You will do exactly as I say."

To be continued...

So, that's chapter 1, finished. This took me ages just because I needed to psych myself up. So I just got it done, If this chapter seems rushed and un-detailed, that's why, I'll get better as the story goes on.

For those of you who didn't already guess, the first villain will be Proto-Goblin, but, he will not be the only in this first arc, I want to give Peter a real reason that this city needs him, so this will be a huge battle.

Anyway, See you next time.

...In

ISSUE 2: Origins PART 2

Peter Parker explores his powers And what are Norman Osborn's plans for Dr. Van Adder, now the monstrous Proto-Goblin!