Forward:

Hello and thank you for reading my first ever entry here. I wanted to write this forward out to give a bit of clear context for the story ahead. The universe in which this Spider-Man exists is heavily inspired by the Christopher Nolan "Dark Knight" Batman trilogy, hence the title of the series (though if I can think of something better I will change it). However this only applies to the principle these movies follow, in which it's a Spider-Man universe where superpowers and the supernatural do not exist and are replaced with more realistic groundings. So no sweat to those who aren't huge Batman fans who were worried for a second, only that principle inspiration and a few winks and nods to be found here. This also isn't going to be a particularly "dark" or "gritty" story, though we are following a new Spider-Man he will be just as smarmy and snarky as any other, though he does have his own vibe as far as humor goes. Also this first "book", as it were, is going to be an origin story. I promise to be as fast as possible with the first few chapters that's just setting everything up so you're not stuck reading a Spider-Man fan fiction with very little Spider-Man to start. Finally I'm quite aware that I'm not a scientist in any sense of the word so please take some of my technical explanations with a grain of salt.

I thank you for your time, please enjoy the story.

Chapter One: Project Arachnid

So let's take this from the beginning. My name is Barry Wayne Watson. My Mom's always been into I guess what you'd call crooners? I dunno if they count really, but Barry Manilow and Wayne Newton are big enough to her to name me after both of them. She and my Old Man aren't together anymore, haven't been since I was really young. I still see him from time to time but we're not painfully close. Now some might say that's why my record hasn't been that squeaky clean as a teenager. Come on though, I'd like to think of myself as a somewhat original being. I don't get in trouble because I've got daddy issues, I get in trouble because… I dunno; bad foresight and poor impulse control? Maybe a dash of "poor anger management" while we're adding logs to the fire.

And it's not like I'm some kind of Hell-Child, I keep my grades up, I haven't knocked anyone up (not that I'm any sort of babe magnet, to be fair). I feel that a few stupid mistakes really shouldn't define who I am.

At least that's what I kept telling myself as I sat in the jail cell at the police station that day. I mean it wasn't a school night. Things could be way worse; Mom could have way more to be upset about here. So what if I was busted in an illegal gambling parlor in the basement of a bar at the age of seventeen. It's not like I was drinking! I can't afford to be hazy-headed when I'm counting cards. And so what if I caused a bit of a riot to the point the cops needed to be called because I got busted cheating. (Counting cards is a new skill, I should have practiced more). If anything it just goes to show; I'm not ready to gamble yet. I've learned my lesson. Surely I won't be grounded for more than a few days…

I'm so dead, I thought miserably.

I wasn't very tall for my age but I was pretty stocky and had started getting facial hair at least. I kinda looked like a grown man if he got shrunk just enough that it was noticeable. My hair has always been a bright red and slightly curly, and my eyes were a light brown. Of course one of those eyes was a bit swollen from being popped by a rather surly grouch I was playing poker with earlier. Rude, I know. However as much as I was trying to rationalize everything to at least make excuses for when my mother arrived to flay my sorry butt the panic set in when one of the cops on duty opened my cell.

"Alright Ace, you're free to go" said the heavy-set man with a thick black mustache as he held the cell door open for me.

With a sigh I stood up and walked out. Not before remarking, "Good staying with ya, Officer Blart. I'll do my best to not have to keep in touch."

The police officer raised one of his eyebrows in confusion, clearly not getting my brilliant joke. Not everyone is tuned in to a dry wit, I suppose. I had bigger concerns anyway. Any moment, I would be face to face with a furious red headed woman who was about to drag me by my ankle home after she knocked my ass out. I had to be strong, and lord knows I couldn't cry. Some of the people I was just in a huge bar fight with were here too and I had to keep a strong front. A few of them were glaring at me from a separate cell as I walked out with the most convincing strut I could muster.

As I rounded the corner though my "strut" became a more of a sluggish foot drag and Taps played forebodingly in my head. Soon I was in the reception area and I could already hear the screaming before it had even started. However I was pleasantly surprised when it never actually came. Instead a very amused voice called to me;

"You are so lucky I'm the one who answered the phone."

Looking up was a tall thin man with brown hair and blue eyes. A very smug smirk was on his face, but honestly I was thrilled to see it.

"Yes!" I shouted in relief, "Peter! I love you!"

My mom's new boy-toy, Peter Parker, was the chillest guy I had ever met. They've been dating about two years now and frankly I was just as into him as she was. Not in that way! He's just… cool, he's had my back in more than one occasion and has semi-taken me under his wing. Granted he was probably being so nice to me at first to get in my mom's pants, but hey, I'd like to pretend it's at least genuine now.

Upon witnessing my elation on seeing him, Peter rolled his eyes.

"You owe me big" he said, shoving his hands in his jacket pocket. "You can work off the bail and the excuses to take you to court and whatever punishment you're stuck with by helping me out for a few months."

"Oh no" I said dryly, "Don't do that."

I loved helping Peter out. He had the coolest job in my opinion, and it was awesome how lax they were about letting me help out from time to time.

"Don't get too pleased, my floor is filthy and it's got your name written all over it" said Peter as he led us out of the building. "And I lost my mop too… or someone stole it, hard to say."

I laughed it off as we made our way to his little red hunk of junk. He made decent money at Oscorp, I never understood why he still drove the dented up and barely running old thing. Usually he made a stubborn argument about how it still runs so what's the point in replacing it. The drive was mostly silent, which I had to gather meant he wasn't exactly going to just let me off the hook. I didn't expect it, to be fair, but it still made me feel nervous.

Not that I'd really admit it out loud, but Peter was probably the closest thing I ever had to a dad. I didn't even have any uncles who could fill those shoes, and though Mom had dated on and off in the past I barely remembered any of them and they never seemed to stick around. Part of me always kind of blamed that on myself. Sometimes I felt like in the end I was scaring them away. On a logical sense I knew it was more because they just weren't right for each other or they were being jerks and my Mom saw through that. Sometimes though… I can't help but think otherwise.

At first I figured Peter was taking me straight home. However when we didn't turn the usual way to home I had a feeling of where this was going next. Just like that we were pulling in to the Oscorp parking garage. I wasn't aware he was gonna have me start to paying him back today. However, my bail was more than I certainly had on me (even with my winnings which I did not get to keep. But hey, neither did the other guys). So I ended up not bothering to voice a complaint and followed Peter to his lab space. His official title was lost on me but basically he was an engineer of sorts. He had his own little area where he just made things for this or that, depending on whatever contracts he had at the time. Though he was known to make things that he felt like on the side and he'd later sell these ideas to the company to produce.

In the building I was given a visitor's badge and Peter led me upstairs to his office. It was a spacious room; in one corner was a desk and computer lined with pictures of his family and even one of him and Mom. There were two long tables, one with chemistry equipment, and one with machinery and tools. I sighed and brushed off my hands.

"Okay, so… what am I cleaning your floors with, a toothbrush?" I said, praying he wouldn't actually make me resort to that.

"Not today" Peter said immediately. He then beckoned me forward, "Come check this out. Been working on a new project and the prototypes are finally done." Moving to the machinery table, he picked up what I could only describe as a metal bracelet with a trigger like device and a canister attached to it. He applied it to his forearm and the trigger rested near his palm. He then began his pitch; "Imagine, if you will. I am a construction worker and I'm doing some important work in a high place; all's fine and dandy and-oh no!" He suddenly began to lean back to the point he almost seemed to actually lose his balance.

He then held his arm out, pushed down on the trigger with his center fingers and out shot a long white thread faster than I could actually see it go. It latched onto a wall and held Peter in place at a very precarious angle. Shocked, I looked it over, even growing closer to get a better look at it. It looked as fine as silk, part of me wanted to touch it, but considering how it latched onto the wall strongly enough to keep Peter off the ground I had to imagine it was incredibly sticky.

"That is so cool…" I said admiring it.

"It is an elastic and adhesive based compound, loosely inspired by silly string and spider web of all things" Peter explained as he yanked on the string and sprung right back onto his feet, he then clicked his trigger twice and it cut off the thread. "I was brain storming one night and saw a spider come down from the ceiling and my first thought was; oh God, a spider." He chuckled self-indulgently at his own joke before going on, "And after that I was intrigued over how a strand of thread so thin and fine held it up so easily. The practical safety uses came later, after I finally got it to work… which took a while, the bruise on my tailbone says it all."

"That's awesome!" I gushed, not caring if I was basically repeating myself.

"And that's not all!" Peter said with the enthusiasm of an infomercial salesman.

He picked up a black glove and pulled it on over his hand. It perfectly slid over the web-shooter on his wrist. After straightening up the glove he pulled a fasten at the end to secure it to his arm. Then he held up a finger, and placed his hand flat on a clip board on the table... only to raise it back up and for absolutely nothing to happen. I quirked a brow at him, which in return only got a smirk from Peter and for him to raise his finger one more time. With his thumb on the gloved hand, he pressed it against the knuckle of his index finger. There was a notable clicking noise that was like a button being pressed, and he lowered his hand again. This time when he raised his hand up this time; the clipboard came with it.

I watched in intrigue as he demonstrated that no matter what angle he held it at, the clipboard stayed perfectly stuck. He then used his other hand and pulled the clipboard off with only the slightest resistance, before tossing the clipboard up and catching it flat-handed with his glove again.

"Running with the whole spider theme I made the fiber for these gloves based on the idea of the microscopic hairs on their legs that allow them to cling to walls. And yes, you can use these bad boys to climb. I'd show you but it's easiest with both gloves and the set of boots too and… man they take forever to put on properly." He pressed the button against his knuckle again and the clipboard released. As he went on to explain he also began taking the glove off.

"The next step to that was figuring out how to make them be not constantly sticky so you can use it to climb recreationally-or again; for construction purposes, whatever-and still be able to you know… do things with your hands and walk without clinging to everything. That, my dear Watson, is solved with a little thing called static electricity." Peter presented the glove and showed me the little button on the knuckle. "With a press of a button a very gentle current of electricity runs through the fiber causing the hairs to stand on end and to stick to whatever. Still have a few bugs to work out there, that's why I made them simply unfasten-able in case they don't come unstuck and why I made them compatible with my web-shooters in case they won't stick."

"You've been busy" I retorted, though I was still undeniably impressed.

"I'm in between contracts so I've been able to wrap personal stuff up" said Peter with a shrug, but then his face lit up. "I've saved the best for last."

He picked up the final notable thing on the table that I honestly thought was just a rag. He then tossed it at me. Catching it and unfurling it a bit in my hands it was revealed to be a charcoal-gray mask with white angular lenses over the eyes and a black webbing pattern over the surface. Material wise it was very spandex like if not actually spandex (which I wouldn't know, what am I, the manager of a Joann Fabric?)

"One size fits all, go ahead" said Peter folding his arms.

Doing as I was told I slid it over my head and it pulled all the way down to nearly my collar bone. I straightened it a bit over my face and it was actually pretty comfortable. I could breathe okay, I could see through the eyes just fine, and frankly it was almost hard to tell I was wearing a mask.

"Cool, cool, now stand still" Peter put his hands on my shoulders, straightening me up, and then he moved somewhere behind me. Following directions I didn't move. All of the sudden a very notable tingling sensation ran through the entirety of the right side of my face. I flinched and turned to my right to see Peter's hand was only a few inches from my head. "What the—" I began voicing my concerns before Peter began his final informational monologue.

"The web design in the mask is both for aesthetic, but they're also a series of wires running through the fabric." The feeling of Peter's hand then ran around the top of my head, "A censor is sewn in around the crown that is sensitive to movement, more specifically the velocity of whatever object is in its radius. The faster the object is approaching the farther away the censor catches it and sends vibrations through the wires on the side the object is coming from. Of course the vibrations being more intense the closer it is, obviously. And that Barry, my boy, concludes this tour of my Project Arachnid line of public safety equipment."

I pulled the mask off my face and handed it back to him.

"So how's that one inspired by spiders? Or is it just the web design?" I asked with a smirk.

Peter smiled sheepishly and scratched the back of his head as he put the mask down.

"To be fair, it's a bit of a stretch, but I guess it was loosely inspired by the idea of spiders feeling the vibrations in their webs when they catch some—okay I just had the idea and I thought it was cool and thought I'd incorporate it, give me a break."

We laughed lightly. After that he locked everything back up and began walking me back to the garage to drive me home.

"Not that I didn't think that stuff was cool but… why'd you bring me here?" I asked as we walked.

Peter didn't answer. In fact he got almost awkwardly quiet. His eyes traced the floor in front of him with each step he took as he tried to gather his thoughts. Finally I was greeted with a small sigh and he stopped in his tracks. We then made eye contact and for the first time in a while I felt like a little kid. Not in a bad way though, not in the way some feel like a kid and feel weak. It was more... the way one feels like a kid when they're watching their favorite super hero on TV on a Saturday morning; intrigued and excited.

Peter smiled gently and said, "My Uncle Ben has a saying… with great power, comes great responsibility. The way I always interpreted it is; people born with talents have the responsibility to use them for good. If you're an artist you should inspire others to be good people through your work, if you're strong you should use that strength to protect others, and if you're smart you should use that to progress us as a society." He put his hand on my shoulder and gave it a very paternal squeeze, "You're a smart guy, Barry. You always follow along with my long windedness without blinking, your eyes light up when I show you something new and your grades have always been pretty high.

"But how are you using it? You're ripping off thugs in illegal gambling parlors, running a mini chop-shop and making that motorcycle gang very angry—"

"Oh c'mon Pete" I said, feeling a little defensive. "I ripped off those guys because who cares if I rip off a bunch of criminals? And that biker gang was causing all that trouble in the neighborhood, I just clipped their wings so we could all have some peace—"

"And they sent death threats to your house for a month. Be lucky your Mom knows the Commissioner or you would have been screwed. My point is you could be using that sharp head of yours to be doing good things in a way that doesn't rock the boat… like, say, working on public safety projects… ran by very handsome technical engineers."

I could feel my eyes widen in shock-one more than the other at the moment but that was beside the point.

"What are you saying?" I asked.

"Here's the deal," Peter started. "I'll cover your ass, but you gotta keep your nose clean. And in return; a few intern spots in my division are opening up here. So long as you're not causing any more trouble and you get that B average back to A's while you're on top of it, I can keep you earmarked for one of them, and I'm sure Mr. Osborne couldn't complain."

I honestly didn't know what to say to that. So instead I offered him my hand with a big dopey grin on my face. Peter smirked, took it, and shook it.

"No take backs" he said. He then further led me out of the building, with only a few more notes to add; "Oh, also, if you're Mom does find out about today on her own I'll still keep the rest of my end of the deal but you're kind of stuck with whatever punishment she gives you. I have no control there."

"Eh, I'll manage. She hasn't actually killed me yet, I could get lucky. You though might not be getting any for a while if she finds out you covered up for me—"

"And I have the right to deny any involvement if she finds out" he added quickly.

I laughed, but let him have it. I was in too good of a mood to care at the moment, especially with how crap the day had been going thus far. He could honestly have said anything and I wouldn't care. I guess at that point the future was looking suddenly bright for me.

"…Oh and I'm serious about losing my mop. No idea what happened to it. But I'll get you one of those hand scrubber-thingies for my floor though, don't you worry."