Author's Notes: I really have no idea where this one came from. In a nutshell? I love comic books, saw this picture:

h t t p : / / i197 .photobucket .com /albums/aa30/Fokkusuhaundo/1254923177577 .jpg (Sorry for all the spaces, just thought this link should be shown so you get where this came from and it wouldn't let me normally)

And from there an idea grew. Just a one-shot deal I guess, I'm holding out no hope for it to be randomly popular with people asking for more. But who knows, it's the internet.


"Spider-Man! Spider-Man! Does whatever a... a..." Struggling for breath, Spider-Man hung onto the wall of his apartment building. "I'll get to the roof in just a second. Just a second." Looking down to see how far he had come, his open window just a few feet away stared back at him.

"Mommy! Mommy, look! It's Spider-Man!" Looking further down, Spider-Man saw a little boy wearing a shirt with his face on it and a disapproving mother looking up at him.

"Well son, it's kind of hard to miss him these days," she said as she took the child's arm and led him away. Spider-Man's apartment was on the 3rd floor. Spider-Man was currently at about 4th floor level. It was a 20 story building.

The Web-Head took in a gust of air, resuming his climb up to the roof. It was getting harder and harder as his condition grew worse.

Spider-Man had been out of sorts recently. After another round of events involving clones, symbiotes and his beloved wife 'needing a break,' one day Peter Parker woke up and found himself a little bloated. He found comfort in food. The more comfort he found, the bigger he got. The cycle continued for some time.

It continued for so long that the Spider-Man having trouble with climbing his own building weighed at that very moment in excess of 600 pounds. Not only did this effect his life as the hero himself, it made keeping his identity secret more difficult. As such, Peter Parker had practically become a hermit, submitting all of his latest Spider-Man pictures by e-mail.

The Wall-Crawler had tried to find solace in the hero community, helping out other teams. Wolverine couldn't stop snickering at his predicament, often commenting on the various things he could smell Spider-Man ate that day. Captain America often made suggestions relating to a better daily routine to stay in shape. The Hulk once treated him as a bouncy ball.

He was alone. But still, he was Spider-Man. With great power comes great responsibility. No amount of weight changes that. And so there he was, at the top of his apartment building. He'd seen on the news one of his oldest foes was at work once again. This time, he just had to stop him.

Firing some webbing to start tracking down the villain, he lifted off his feet to jump. The strand of webbing snapped. He sighed and looked down to the floor. He was going to have to get creative.

The scene Spider-Man had to get to was a Walmart. All the cars that hadn't been blown up by the villain had cleared out, as had most of the people. Waiting in front of the store, he stood. Garbed in purple and green, a wide grin plastered on his face.

It was Norman Osborn, the Green Goblin. His demented eyes searched the skies, waiting for him to arrive. He waited. … And he waited. He carelessly threw one of this Pumpkin Bombs into an unfortunate passing vehicle, murdering those inside with the explosion.

"Osborn!" The skies then seemed to exclaim. And suddenly, the sky seemed to fall in a slow blur of red and blue. Spider-Man had made it. He thickened his web fluid to carry his weight, nearly using all of it to make it to the Walmart.

Picking himself up out of the small crater he created with his fall, Spider-Man stood defiantly in the face of the Goblin. "This stops, right now!"

"About time you made it. I busied myself with these useless people while I was waiting, you really can't blame me for their deaths," the Goblin replied with a small laugh. "You should blame yourself."

Spider-Man was shaken already by the implication, but not beaten. "No, Norman. It doesn't work like that. This is all on you and I'm going to end it. And a WALMART, really? What, is it low budget week on the super villain calendar?"

"I've already almost blown up the Bugle, two hospitals and I've thrown so many people off that bridge now it's gotten boring. I figured with all the Twinkies in there you might actually try today," Norman sardonically responded.

"Fat jokes, seriously? And people go after my sense of humour," usually at this point Spider-Man would spring off his feet and give Norman's face reason to wear the mask. Which he did attempt. But unfortunately, Spider-Man wasn't himself.

The Goblin scouted the Wallcrawler's slow run towards him, laughing hysterically as with little effort he launched his fist into the masked face of the Spider, who was knocked back onto his overly large rump.

Spider-Man awkwardly pushed himself to his feet as Norman hopped around on his feet, mocking him. "You can't do this, Osborn! I'm not going to give in!" He ran at the Goblin again, who easily dodged him and didn't even bother to counter-attack.

"Come on Spider-Tires, this just isn't as fun any more!" The Goblin looked desperately around for anything he could use to arouse the hero back to the life. His eyes settled on a terrified onlooker who didn't leave, a mere child. "Here, bug. I'll give you an easy one."

Osborn's hands searched his person, one of them emerging with a Pumpkin Bomb. He got down onto one knee, gently rolling the bomb towards the child. Spider-Man, who had taken another pause to get his breath back... again, had to react.

With all his energy, Spider-Man managed to raise his hand and fire the last of his webbing from his web shooters. Fortunately his condition had not effected his aim and the pumpkin bomb was grabbed. He struggled pull the bomb in a different direction, but eventually he succeeded. The child watched in a mixture of terror, shame and gratefulness. Norman stood with his face in his hands, appearing to be in utter despair his greatest opponent had turned into this.

"You're pathetic, bug. More so than before. I almost pity you," Norman went on, unflinching as his pumpkin bomb exploded in the background.

"You can't... you can't do this, Norman," Spider-Man said as he stared down, unable to see his feet.

"Oh but I can. And I will," Norman grinned, silently making a few commands. "I made these modifications especially for your new look. I think you'll approve."

Spider-Man froze in place, his head burning with his Spider Sense. He turned his head, as the Goblin Glider lowered into position. The rest of his body turned as well, it was too late to do anything else. He braced himself.

"And fire!" The Goblin's grinning lips commanded, his laughter echoing afterwards.

The Glider's exhaust spewed a massive flame, rocketing towards Spider-Man. The primary blade up front plunged into the mass of the Web-Head's stomach. But it didn't stop there. Norman's modifications enabled the Glider to keep going, lifting the massive Spider off his feet and flying him through the front of the Walmart store. Norman watched with glee, the eventual noise of the crash being music to his ears.

It didn't take long for the psychotic man in purple and green to snap out of his fantasies of the scene and go and check it himself. Disgusted with such a common place of course, but the sight would be worth it. And it was. Spider-Man lay crashed into a display of fruit, the Glider still lodged into his stomach. His suit was torn in a few places, one of his eyes was exposed and closed. Around him there was not blood, but green fluid.

Norman started his insane laughter again. He'd beaten the Spider-Man. With a glider to the gut no less. How priceless was that? The fact he was fat and in fruit was just a bonus. Although he was getting less fat. And less.

The Goblin lifted his mask off, wiping the tears from his eyes. "Not entirely to plan but..." He was interrupted. Spider-Man's eyes opened and his arms lifted up, pushing the glider back to try and get it out.

Instead of being disappointed, Norman just grinned wider. "You are alive. Perfect. I'd hate for you to die without figuring out what I did to you."

"What are you talking about?" Spider-Man asked through gritted teeth. He pushed the glider hard, it fell backwards and out of him. Looking down to the hole in his stomach, he saw no blood. Just more of the green fluid.

"I'm honestly surprised you don't figure these things out in advance by now Parker," Norman sighed, now tossing a single pumpkin bomb from hand to hand. "You shouldn't worry about that wound. I was hoping the formula I devised would work like that and protect your actual flesh from taking the hit."

Spider-Man squinted. And indeed, through the hole in his suit his actual stomach was there and unharmed. "You can't possibly mean?"

"Now you're getting it. You were never actually that horribly overweight. I doubt you ever could be, your powers would prevent that. It wasn't hard to spike something you consumed with my formula. It created an extra layer around you, so to speak, and all the fat went there. I should be thankful you were too useless in your other recent encounters to cause any blood loss," Norman explained with his usual air of superiority. He paused to look directly at Spider-Man before continuing.

"Clones, symbiotes, separating you from your family and your precious little hero friends? Not really abnormal for you, but when looked at closely it's a masterfully constructed chain of events," Norman smiled, getting a warm feeling inside as he watched realization flood into Spider-Man.

"It was you all this time..." Spider-Man almost spoke in disbelief, mouth agape beneath what was left of his mask. He felt his strength returning to him. His agility. His ability to breathe for more than 5 seconds.

Norman nodded proudly.

"You knew exactly what my limits were going to be. You hit the places you really wanted to, got bored and feel like trying to finish me."

Norman nodded again.

"All the people that died," Spider-Man put his face in his hands.

"Not like it was anyone important, Peter. No-one you knew or cared about. I gave you that much," Norman spoke like he genuinely believed this made up for something.

"You've really run out of ideas to make me fat for laughs, Norman," Spider-Man lifted his head, the one exposed eye was glaring.

"Says you," Norman grinned, the pumpkin bomb in his hand was idle. "But now you know the truth, Spider-Man. It's finally time to end this. You know I've won! IT'S TIME TO DIE!" With renewed psychosis Norman hurled the bomb at Spider-Man. It exploded, showering the immediate area with fruit and parts of glider it caught in it's blast. Norman eagerly awaited for the debris to clear, he wanted to see the Spider's corpse...

"You break it, you buy it Normie," Norman's eyes darted upwards. Spider-Man had dodged. He was perched on one of the shelves, any trace of the fat and fluid gone now.

Norman opened his mouth to speak but was cut off, Spider-Man's feet connecting with his face and sending him onto his backside. Spider-Man landed beside him, picking him up by the collar.

"Clean-up on aisle jerk," he quipped as he started running with Norman in hand. He held his arm out, smashing Norman into some shelves. He didn't stop there. He kept running and running, not letting Osborn go, demolishing the entire aisle and giving Norman a massive headache with it. "Don't worry about it, everything is a bargain in here."

"You... you damn bug... you bast--" Norman was cut off as Spider-Man grabbed him with his other hand, swinging him around before throwing him towards the checkout.

"Can I get a price check on 'Jerk With a Superiority Complex' please?" the Web-Head yelled to no-one as he leaped across the store to catch up with Norman and kick him in the ribs to send him through the checkout.

Norman rolled to a stop, holding onto his ribs. How had his plan backfired so spectacularly? He was so close. Thoughts of losing ran through his mind, driving out whatever mastermind made all these plans. "I'LL KILL YOU BUG! I'LL KILL YOU, YOUR DAMN WIFE, YOUR DAMN AUNT, EVERYBODY!"

Spider-Man walked over to him, glancing at the blank display on the tills. "Oh look Norman. It got your price just right. You're nothing."

"I'LL SHOW YOU NOTHING!" Norman somehow rose to his feet, charging at Spider-Man through gritted teeth and psychotic eyes. The Webslinger dodged, but with no webs to sling he'd have to do this old fashioned way.

He grabbed Osborn quickly, turning him around and punching him in the face. He capitalized, tackling the madman to the ground as he went down.

"Every life you've taken Norman!" Spider-Man struck again, the humour gone for this. "Every life you've taken for this stupid little plan!" And again. "You will pay for every one!" And again. He stopped himself short of another blow, as Norman's hands fell limp and he slipped into unconsciousness. Shaking with rage, Spider-Man knew the right thing to do...

Spider-Man stood up high on some NYC building, he wasn't sure which, that didn't really matter. The sun was starting to set now. He'd handed Norman over to the appropriate authorities. Even if he knew that was pretty much useless, it was still the right thing to do. Patting his flattened stomach, he smiled to himself. He could eat without guilt again!

"Better go find Mary Jane," he said aloud to himself. "She'll probably believe me, even if I did hit the Oreos pretty hard..." He glanced down at his empty web shooters. Still going Spider-commando basically. "And then refill my web shooters, go find Wolverine, dump him in a stinky place and web him up there. Sounds like a good night to me."

The Spider-Man leaped off his feet into the New York sky, to wall-crawl his way home.