In New York City, Spider Man looked down from a tall skyscraper, trying to think of something to do.

It's been a whole month since any criminal activity occurred or super villain tried to take over the world, Harry and Mary Jane were busy with schoolwork, and Auny May was off on a trip with her friends.

"Hmm, I wonder if there's any action in Midtown?" Spider Man came down and looked around for anything out of the ordinary. But nothing was out of place.

"Huh. Who knew being a superhero was so boring without any bad guys to bust?" Spider Man said. He landed on the sidewalk, just as an old woman in a cloak bumped into him.

Spider Man heard a clink. A hand mirror fell out of her bag.

"Hey! You dropped something!" Spider Man said. But the woman ducked into an alley.

Spider Man picked up the mirror and followed the woman. But for some strange reason, she was gone!

"What the-?! Where did she-?! Okay, little old ladies don't just disappear like that!" Spider Man looked at the mirror. He saw his own reflection.

A green shimmer across the glass.

"What-"

A flash of green light shines out of the mirror and engulfed Spider Man. The hero shouted as he was sucked into the mirror!

Spider Man was falling into darkness. He fell for what seemed like an eternity before finally landing on solid ground.

"Oh, man..." The hero staggered up.

Spider Man was standing in the middle of a gigantic room. It looked like was inside some sort of palace. But it was dark, gloomy, and mysterious.

"Whoa!" Spider Man couldn't believe his eyes. "Where am I?! This place is huge! And creepy..."

Spider Man wanted to say hello to see if someone was here, but he didn't.

If he did, someone would respond, and it wouldn't be happy to see him.

"Okay, Spidey, don't freak." Spider Man told himself. "You can figure this out. You're just in a dark, spooky castle and have no idea how to get back home..." He gulped. "No pressure..."

Spider Man wandered further into the castle. He walked up the grand staircase, there were only two ways. The East Wing and the West Wing. He decided to take the East Wing.

"Wow, when you get past the doom and gloom, this place is pretty cool." said Spider Man.

But as he walked, two mysterious figures were spying on him.

"Who is that?!" a voice whispered.

"I don't know!" another voice whispered.

"We cannot let the master see him! He'll be furious!"

Spider Man continued to walk until he heard a voice from behind one of the doors. The young hero quickly put his ear against the door.

"What about this dress, dear?" It was a woman's voice.

"Oh, it's beautiful!" Another woman was heard.

"Now, let's talk accessories! My favorite part!"

'Sounds like those ladies are having a ball.' Spider Man thought. They sure sounded friendly. Maybe they can help him.

"Hello?" Spider Man knocked on the door.

"Who is it?" one of the voices asked.

"Your friendly neighborhood Spider Man looking for a way home." the teen responded.

There was a pause.

"I beg your pardon?"

Spider Man tried to rephrase. "I'm sorry to bother you, but I'm lost and have to find my way home!"

The door opened. A lovely woman with brown hair pulled into a ponytail came out. She gasped when she saw a strangely dressed, masked man standing before her.

"Who are you?!" she said in alarm.

"It's okay! Don't be scared! I'm a good guy!" Spider Man insisted.

Belle looked around to see if anyone was around, she pulled him inside and closed the door.

"Who are you?! Why are you here?" asked the woman.

"Whoa! Take it easy, lady! One thing at a time. The name's Spider Man. And I don't know where here is! I was sent here by mistake." he said. "And you are?"

"I'm Belle. It's nice to meet you, uh, Spider Man, was it?"

"That's right. I take it you're the princess of this castle?" Spider Man said.

Belle let out a laugh. "Oh, no. I'm not a princess. I'm simply a guest here." She took in Spider Man's outfit. "I don't mean to sound rude, but why are you wearing that strange costume?"

"Because I'm a superhero. Stylish costumes are one of the perks."

"I wouldn't call it stylish," said the other woman's voice. "But it is unique, I'll give you that!"

"Huh?!" Spider Man jumped. "Who said that?!"

"I did."

"Who did?"

"She did." Belle pointed to a wardrobe, but it had a face on it!

"Hello there!" The wardrobe moved on its own! Spider Man yelped and went back to the door, but when he opened it and tried to leave,

"Oh, good heavens!" a startled voice said.

"Huh?! Who?! What?! Where?!" Spider Man leaped away in fear, he was completely unnerved.

He looked down and saw a teapot and teacup hop into the room. They had faces too!

"Okay! I'm officially freaked out right now!" Spider Man cried.

A living mantle clock and candelabra came in. "There he is!" said the clock.

"Who's that, Mama?" asked the little teacup. "Why's he dressed funny?"

Spider Man backed fearfully against the wall. "Okay, this is a dream! I-It must be a dream! It has to be! Therefore, these aren't real talking objects! Either that, or I'm totally going crazy! Or I'm dreaming and I'm crazy!"

"Spider Man, please calm down." Belle said. "You're not dreaming and you're not going crazy. This is an enchanted castle!"

"Enchanted?" Spider Man sounded doubtful, but the proof was standing right in front of him. "So...this place isn't haunted?"

Belle shook her head. "No, not haunted."

"Allow us to explain, Monsieur." the candelabra said. "Long ago, on a cold winter's night, an old beggar woman came to the castle and offered the master a rose in exchange for shelter."

"But the master of the castle, who is the prince, rejected the gift and turned the old woman away." the mantle clock continued. "Seeing that there was no love in his heart, the old woman revealed herself to be a beautiful enchantress who punished the master by-"

The clock suddenly gasped. "Oh, no! Oh, dear! The master! We have to get you out of here before the master sees you!" He began to panic

"Whoa, take it easy, Cuckoo clock!" said Spider Man.

The clock stopped panicking and glared at the boy. "My name is Cogsworth!"

The teacup giggled. "He's funny, Mama!"

"Chip! Be nice!" the teapot said.

"So, your name's Chip, huh?" Spider Man said, fascinated by the cute little teacup.

"Yup! And this is my Mama!" He hopped next to the teapot.

"Mrs. Potts, delighted to meet you, dear." the kindly teapot said. "Would you like a spot of tea?"

"Uh, I'm not much of a tea drinker." Spider Man admitted.

"Oh, come now. I insist!" Mrs. Potts poured some tea out of herself into Chip.

"No! No tea!" said Cogsworth. "The master, remember?!"

"I'm with Cogsworth on this one!" Wardrobe said. "You know how the master is! Intruders have a tendency to...enrage him!"

"A lot of things enrage the master..." said the candelabra.

"Lumiere's right." Belle said.

"Oh, come on. He can't be that bad." Spider Man said.

"You don't understand! The master is a beast!" Lumiere said.

"Why? What is he? A giant refrigerator?" Spider Man joked. He laughed until the door suddenly slammed open.

"WHO'S IN HERE?!" a voice roared.

"AAAAAAAAH!" Spider Man screamed when he saw a giant, hairy monster burst in. He jumped into Belle's arms.

Mrs. Potts rattled with fright. Lumiere and Cogsworth trembled with terror.

Spider Man's eyes nearly popped out of his head. The master really was a beast!

The Beast's eyes flared seeing this intruder. He growled, his fangs exposed.

"Y-Y-Y-You're the m-m-m-master?!" Spider Man stuttered.

"YES!" the Beast came towards him. "Who are you?!" He let out a snarl. "AND GET OFF OF BELLE!"

"Y-Yes, Sir! Getting off, Sir!" Spider Man immediately got off of Belle. "Please don't eat me, Sir!"

"I want you out of my castle!" the Beast came after him!

Spider Man jumped onto the wall. "Whoa! Whoa! Easy there, your Highness! We can talk about all this!" He climbed all the way up to the ceiling, keeping his distance from the scary beast.

When Beast saw the man crawl up the wall, his face softened. Belle and the other enchanted objects stared at Spider Man in utter amazement.

Spider Man felt uncomfortable from their shocked stares. "What?"

"How...How are you doing that?" asked the Beast, more fascinated than angry now.

"Uh," Spider Man looked around. "How to do what?"

"You're walking on the ceiling!" Belle said. "How?!"

"Cool! Can you teach me to do that?!" Chip asked, his eyes full of wonder.

"Oh, no! This won't do at all!" Cogsworth fretted. "He'll get footprints on the ceiling!"

Spider Man crossed his arms. "I don't leave footprints."

CRASH!

A noise thundered through the castle, followed by the sound of broken glass.

"What was that?!" Beast said.

Belle, Beast, the enchanted objects, and Spider Man left the room and rushed down the hallway.

"I think it came from the library!" Mrs. Potts said worriedly.

Belle rushed ahead of the pack, the library was her favorite room in the castle!

They entered the library and the first thing they saw were papers swirling around by gusts of icy wind and snowflakes blowing through a broken window.

"What happened in here?!" gasped Beast.

"It must have been the storm!" Belle pointed to the window. A thick tree branch had crashed through it. The window was completely shattered!

"I'm on it!" Spider Man jumped into action. He shot his webs from his wrists and quickly covered the broken window.

"There," said Spider Man. "That should hold it."

"Incredible!" Belle breathed. "You really are a Spider Man!"

The masked hero turned to them. "Well, yeah. What'd you expect?"

"Did someone put a spell on you too?" asked Chip.

"Are you...cursed as well?" the Beast asked, his voice a bit sad.

"Spell? Cursed? No, not even close." Spider Man said.

"Then what the Dickens are you?!" Cogsworth said, impatient and confused.

Spider Man rubbed the back of his head. "Well, that's kind of a long story."

"Then why don't we all warm by the fire and you can tell us all about it?" Mrs. Potts suggested.

"We have plenty of time, Monsieur." Lumiere added.

It was hard for Spidey to refuse. "Alright, why not?"

Everyone gathered in the parlor. Lumiere started a fire in the fireplace and Mrs. Potts made tea for everyone.

Spider Man began to tell his new friends everything. How he was just a normal guy until a radioactive spider bit him and gave him his powers.

"And when I got these powers, I decided to use them for good." Spider Man concluded.

"Amazing!" Belle exclaimed.

"So...a magic spider bit you?" Chip asked.

"No, a radioactive spider." Spider Man corrected. "That means the spider emitted radiation energy in the form of alpha, beta, or gamma particles or rays - all of which can damage living tissue. So I got lucky there wasn't any ill side effects."

"So...its magic?" Chip said.

Spider Man frowned. "Yes, it's magic." He turned his attention to the Beast. "So...an enchantress turned to into a beast, huh?"

The Beast's face flickered from surprise to anger. He looked away in shame.

"Yes," he answered. "And now I'm hideous!"

"That's not true!" Belle said.

"She's right, big guy." Spider Man said. "I mean, it's not a big deal."

"Not a big deal?!" Beast shouted. "LOOK AT ME! I'm a monster!"

Everyone quivered from the Beast's rage, but Spider Man kept his cool.

"Nah, that's just a front." he said.

"W-What?"

Spider Man stood up. "I mean, take me for example, I'm Spider Man, so I look like a spider under this mask, right?"

Beast cringed a little. "Uh, do you?" He was a little nervous seeing someone with a spider's face.

"Well, then..." Spider Man pulled off his mask.

Everyone let out a collective gasp.

"See? I'm just a normal guy."

"I don't believe it!" Mrs. Potts said. "You're only a young man!"

"You don't look like a spider at all!" Chip said.

"That's right." Spider Man put on his mask. "I'm a young man who uses his powers to help people in need. And you may be a big, hairy beast with fangs and claws, but underneath all that, you're a really nice guy."

"But...you don't even know me!" Beast replied.

"True, but I figured you must be a nice guy to have such loyal friends with you. I mean, you guys care about your master, don't you?"

"But of course!" said Lumiere.

"With all our hearts, dear!" Mrs. Potts said.

"More than anything!" Belle said.

Beast was more shocked than ever. Belle as well as his servants really feel that way? Even after the way he acted before he was a beast?

"You see? If these great guys like you, how bad can you be?" Spider Man said. "Being a beast doesn't define who you are. What matters is what you do and how you treat others, beast or not."

His words sunk into the beast. He thought back to the enchantress and what she meant by how beauty is found within...and what his cruelty to her cost him.

"Spider Man, if you want, you can stay in the castle with us." the Beast offered.

The staff was amazed by the master's offer. He wasn't yelling or demanding him to stay. He offered politely.

"That's very nice of you, Beast." Spider Man said. "But I'm afraid I can't stay here. I have to return to New York, an entire city that needs my protection. And I can't abandon my responsibility."

Belle expected the worst out of the Beast for Spider Man's decline.

"I understand." Beast said. "Then we shall prepare for your journey."

After packing a bag with plenty of food, water, and warm clothes. Spider Man was ready to go.

"Do you have to leave now?" Chip asked with a frown.

"Yeah, buddy. I have to go." Spider Man said sadly. "But who knows? If fate has it, I'll come back and visit."

"You're welcome to visit us anytime, Spider Man." said Cogsworth.

"Agreed." Beast said. "It's nice to have a visitor...after all these years."

Spider Man smiled and put a hand on the Beast's shoulder. "Glad I can make your day, Beast. I'll see you guys soon and remember what we talked about. Okay, big guy?"

Beast smiled. "I will. And I'll never forget it."

"Take care, Spider Man." said Belle.

After saying his goodbyes, Spider Man looked back at his friends, took a deep breath, and walked out the castle.

"There goes a remarkable boy." said Mrs. Potts said.

"Yes, he is remarkable." Beast said softly. "Um, Belle?"

"Yes?" Belle said.

"Would you like to...share a dance with me tonight? Please?" he asked.

Belle chuckled. "Of course," She held his hand. "I'd be delighted."

"Excellent! A lavish dance tonight!" Cogsworth said.

"Lumiere, I'm going to need your help." Beast whispered to his friend.

"Of course, master." Lumiere bowed.

Outside, Spider Man looked back at the castle. He was really going to miss them, but he had to keep going.

"I hope things work out for those two..." Spider Man said out loud. "Belle and Beast and lucky to have each other."

The cold winter winds blew stronger, Spider Man tried to fight against it.

But the winds grew stronger and stronger, everything became a blur.

As did Spider Man.

"Spidey! Spidey!"

Spider Man opened his eyes and saw Nova, Power Man, Iron Spider, and Agent Venom looking down at him.

"Weird place to be taking a nap, bro." Agent Venom said.

"Huh?!" Spider Man got up. "W-What are you guys doing here?!" He looked around.

He was back in the alley! He was back in New York!

"I-I'm home?! Where's the castle?!" Spider Man said in bafflement.

"Castle?" Iron Spider said. "I think you've hit your head pretty hard."

"No! I didn't hit my head! This old lady dropped a mirror and I got sucked into it! Then I met this pretty girl in a spooky castle who had living objects for servants! Like tea sets, clocks, and wardrobes and there was this really big, really scary beast who's actually a nice guy and...and..."

Spider Man saw the confused stares of his peers and decided to stop.

"And you don't believe me, do you?"

"Of course we don't." Iron Spider said.

"Maybe a pizza will help you wake up better, Spider Man." Power Man suggested.

"Pizza? Now you're talking!" Spider man couldn't agree more. But he knew he wasn't dreaming. Guess his visit to Beast's castle will be his little secret.

As the friends took off, the old woman was watching them.

In her hand was the magic mirror.

She smiled from under her hood before she disappeared in a flash of light.