Disclaimer: I do not own Spiderman or any marvel related things. I only created the story and characters never introduced in the comic books.

Author's note to the reader,

I have written a bad fan fic and posted it. Now I am going to redeem my self. And what better way to redeem my self by recreating a story of a normal 15 year old nerd becoming one of the greatest Marvel heroes ever…..

SPIDERMAN!!!!!!!!!

Chapter One: The Spider

In a dark room, is a boy, a normal teenage boy. He was about 5 feet and 10 inches. His hair was a dark brown; his eyes were blue like sapphires, covered by glasses. He wore simple pajama pants and a t shirt. He looked around to see a set of glowing red eyes. He stepped back from the eyes. Then another pair appeared, and another, still keeping close together. There were now eight eyes. Peter started to run, but then a strange silvery, hair-like rope wrapped around his leg. The rope slowly dragged him into the darkness, near the eight eyes. The eyes started to come closer and closer until…

BONG!!!!! The sound of Peter's alarm clock woke him. He was sweaty from his dream and his hot room in queens. The sound of people arguing and screaming across from one and another came flooding into window. He closed his window with a yawn. His room was very hot and small.

His room was taken up by his twin sized bed, and his desk with an old beat up computer. His walls were dirty and covered with newspaper clippings and magazine pages. On each page had a story on the many super heroes in New York like the Fantastic Four first appearance, Iron Man captures the Hulk, and the X- men save New York from a Mutant wave. Everything else was invaluable to him.

On his desk, next to his computer, was a broken up watch, five test tubes filled with grey liquid, and a strange device made from a spoon and a nozzle from a paint can. He walked over to it and knocked on the last one which was labeled arachnid silk no. 5. The others were labeled no.1, No.2, no.3, and No.4. He shook it around and saw that it stuck to the walls. He went into his drawer, and took his notebook and wrote down his subject's effects. The adhesive number five is a lot strong then the last one. I need to create a nozzle to shoot the liquid. It's like liquid cement, but stronger.

Peter looked out the window and saw his best friend putting on a make up. Her name was Mary Jane Watson. She was the girlfriend of Flash Thompson and one of the most popular kids at the school. She looked across and waved at Peter, before her abusive father pushed her from the window and closed the curtains. She had long red hair and emerald green eyes. She was gorgeous. He was happy to even know her. The others at school didn't like him that much. In fact, he was the most hated person in his school. Everyone picked on him, even the freshmen. Even the teachers did.

Peter took a cold shower and put on his clothes and glasses. He slid on his red hi top chuck tailors his aunt bought him for his birthday. He made his way down the stairs only to trip on the broken step. He tumbled down the stairs and landed on his back. He moaned in pain as he stood to his feet. From in the kitchen emerged Aunt May. She was holding a carton of Orange Juice and set the table for breakfast. "Oh my, Peter are you Okay?"

"When he was five, his parents died in a plane crash. It was like Peter lost half his soul when this happened. That's one of the reasons why so many pick on him. This fall was just one of the things bad about life. Yeah, I'm fine." Peter said standing up.

She kissed him on the head. You better be." She was a beautiful woman in her late 40's with brown hair streaked with grey hairs. She was very religious and didn't trust too many of New York's super heroes, especially the Daredevil of Hell's Kitchen , but she let Peter do as he pleased as long as it didn't disrespect her or break any of the 10 commandments.

"Good morning Pete!" said Uncle Ben emerging from the Kitchen with aunt May and His own plate of breakfast. "I know your running a little late so I made you a breakfast role." His uncle was a very strong man. He was in his early 50's with a long grey Pony tale and black framed glasses. He was a carpenter for most of his life, until he went into an early retirement after breaking his arm in a car accident. The grey hairs came from the stress of not helping his family.

"Thanks Uncle Ben," Peter grabbed his breakfast wrap and book bag and took of to the door. He ate it on the way to the bus. When he arrived at the bus stop he saw that his friend Mary Jane was getting on the bus alone. Cool, I won't need to sit alone in the back today. Just as he got on the bus he saw that Flash Thompson was sitting next to Mary Jane. He gave her kiss to the lips only to be pushed off. Peter's envy started and made his forget he was still getting on the bus.

The bus driver closed the door Peter's hand a drove off, making peter run to keep up with the bus. Everyone laughed at the most hated kid a t the school. It's my last year of high school and I get this! Peter was rammed into parked cars on the street letting off alarms and breaking side mirrors. The bus finally stopped as peter got rammed into the back of a hummer. When the door opened, even the bus driver laughed at the red faced Peter. Then a girl with blonde hair and amber colored eyes punched the bus driver in the arm. She wore over fitted clothes and a pair of chuck Taylor's like Peter. She was followed by Mary Jane who got off the bus helped Peter to his feet. "Hey Peter, you okay?"

"Uh... Yeah... I'm good." said Peter, trying to impress her. "How are you…um… doing"

She laughed and rubbed his face. "Come on tiger, let's go!" She pulled Peter into the school bus. The girl with blonde hair just walked to the back of the bus and sat in that lonely one seat where peter usually sat. Mary Jane and peter stopped at the seat flash was sitting at. Flash Thompson was sitting a big strong quarter back for the football team, and an even bigger bully. He had a blonde mop top and with big blue eyes. "Move over flash, Peter's going to sit with us."

Flash laughed. "I am not sitting with a nerd!"

Mary Jane stood back. "Remember who was here first, Flash. If you don't want to sit with us, and then you can move!"

Flash stood to his feet and pulled Mary Jane to him. He put his hand around her waste so tight, he might have broken her back. "Come on baby, did you forget who I was?" She tried to pull away but he just pulled tighter. The bus driver stood up this time and started walking towards the back. "Answer my question, Mary Jane!"

Peter couldn't take it anymore. He couldn't see his best friend being forced to answer a man. He pulled her away and stood up to flash. "No she didn't forget, but she did forget why ya momma named you flash! Get a real name meat head! Oh, wait, I forgot, Eugene, my bad." The kids wooed and laughed at Peter's smart-alecky joke. Peter always knew how to trash talk. The thing is, he was never able to back it up.

Flash's face turned bright red. He never liked the name Eugene. He lifted his fist, then he slowly… Moved out the seat. "Take it." He walked to the back and sat with some other jocks. The Bus driver and even the students were shocked.

The bus driver crushed the silence. "Okay, let's keep going shall we. We all had our fun." He walked back to the bus and drove off.

Midtown High School

Five minutes later, they arrived at the Midtown High School. While Peter was getting off the bus, the bus driver stopped him. He gave peter a hundred dollar bill. "Here kid, don't tell anyone what I did today, okay? It was just fun, right?"

Peter looked at him. And this will cover the hospital bills won't it!? "Yeah, I won't tell."

When he stepped off the bus he felt a rush of hands pick him up into the sky. "NUTCRACKER!!!" they screamed as they opened Peter's legs. Then they started running towards the flag pole with intense speed the wildcat team was known for. Then they rammed his crotch into the pole.

Peter fell to the ground holding his hands around his crotch. The jocks laughed and kicked him in his back. "Hey" yelled a voice. "Leave my buddy alone." It was revealed to be Harry Osborn the son of the rich and powerful Norman Osborn, the founder of Oscorp. Even though he wasn't too strong or on the football team, no one messed with him. With the power his father has, they rather stay away from Harry.

Flash turned around and walked up to Harry. "He's all yours." The jocks all walked behind Flash.

Peter stood to his feet and dusted himself off. "Hey, Pete." Harry said. "You okay?"

"Yeah, I'm fine." Peter rushed into the school. After what just happened to him, he didn't want to be bothered by Harry. Harry The rest of the day went the same. After lunch was Physics class and the field trip Oscorp Industries. Harry left early to make sure the school's meeting was ready.

Doctor Curt Connors, the teacher of the class, stood to the room. Nothing was special about him only the fact that he was missing his right arm. He had it amputated after an accidental explosion in Oscorp, during is early days as a scientist. "Our buses are here kids. Make an orderly fashioned exit out the class room. Thank you."

The kids all were split into three buses. Peter sat next to the blonde he saw before. "Hi, I'm Gwen, what's your name cutie?"

Peter was shocked to ever be called cutie from a girl. "Hi."

"What's your name?" she asked with aggression.

"Peter."

"That's a normal name." she giggled.

"What's wrong with normal?"

"Oh, nothing"

The bus pulled up to a giant building about 40 stories high and 3 blocks long. They stepped off the bus in a very orderly fashion, for the first time. Dr. Connors led the students into the main desk. Their, sitting behind the desk, was a large man with a bowl cut and thick black glasses. Peter thought his thinner glasses were cooler, but no one even noticed. The Man stood up. He was a very heavy man and very tall. He was an all over big man. He walked in front of the class. "Welcome Midtown High, I am Doctor Otto Octavius, nuclear physicist and inventor. shall get on our way?

They entered into the great hall. It had numerous pictures of Norman Osborn and his scientist working. At the end of the hall were Norman and Harry. Norman was a tall and strong man. His brown hair was combed back into a slick and smooth look. Harry looked like just like a younger version of Norman, besides the slinky muscles he had, compared to Norman. "Welcome to Oscorp Industries, Nice to see all of you. I would show you around my self but unfortunately I have a meeting. Enjoy your stay. Goodbye." Norman walked away and onto an elevator.

"This way please," said Otto opening the door into the factory. "Here we test our products. Here is one of our star inventors testing a new police fire arms…and here is our new Kevlar enhancements. Now let's go into our main attraction. I have heard you have been studying Arachnids, am I right Curt?" Dr. Connors nodded. Flash and the others laughed at Dr. Connors real name. "Before we get there, I will like you to meet my assistants. Assistants thought Peter. This Dr. Octavius was starting to really disturb Peter.

Otto pressed a button on the wall and a giant metal cylinder came up from the ground. Then it started to lift but only the top and middle. The bottom stayed as it revealed a harness attached to four prehensile metallic limbs. "I call these Machines the Adamantium-appendages. These four mechanical arms help me touch and deal with hazardous substances and also help me carry heavy items."

"Where's the controller?" asked Dr. Connors.

"Good question." The Harness opened up and Otto undressed into his T-shirt and stood inside it. The Harness closed. A tail like object comes out from the back and lines up against Otto's spine, and forming needles against his back. Then with a flash it shot into his back, making the students flinch. "This spine here connects my brain to the arms as if they are my own. Thanks to my higher brain function I can control these arms, instead of them controlling me. Now, enough on my invention, time for you to see our Arachnid studies."

They walked to the door. It had four holes in it. The four metal arms stretched and inserted themselves into the doors. Then the door finally opened revealing the laboratory. There were tons of scientist examining spiders, scorpions, harvestmen, ticks, and mites and machines made up the room. In the center of the room was a giant silver machine with a black widow spider under it. It was in a round sphere held by two arms similar to the Adamantium appendages. "The Spider, The greatest of the arachnids." said Otto, opening the sphere with his mechanical arms, and letting the spider drop to the platform under it. There are over 500 know species of arachnids in the world. We have put the DNA of 30 individual spiders into one particle blaster. And you kids will be the first to witness the dawn of a new age in mutation."

Otto climbed into the seat of the machine, using his mechanical arms. He pulled the lever and the machine made a loud humming sound and shot and glowing red ray at the spider. Peter watched the exoskeleton turned from black and yellow into red and blue. The machine shut off and Otto came down to see the spider was gone. Peter was amazed as the Spider easily escaped his eye. He didn't realize the Spider was climbing up his leg. It inched its way up his arm and onto his hand.

"Oh… uh, I guess the ray must have vaporized the spider. Well that ends our tour; make an orderly exit to through the entrance." He pointed the kids to the door with one of his arms, with panic in his voice. As everyone rushed out the room Peter felt a burning sensation on his hand. He looked down and saw the newly blue and red spider on his hand. The spider leaped off his hand and crawled away. Peter started to feel sick.

When Peter got home, he sat on the bathroom floor, face drenched with sweat, and his body twitching of pain. He leaned to the toilet and puked. Aunt May stood outside the door. "Are you okay Peter?"

"Yeah," he replied. "I'm fin…!" He choked up his whole lunch. Aunt May emerged into the bathroom and helped Peter to his bed. He slowly drifted into a sick and painful sleep. His body started to change. He felt his muscles stretch, the skin on his fingers and toes sting, and his eyes burned.

In a dark room…stood Peter. He looked around to see a set of glowing red eyes. He stepped back from the eyes. Then another pair appeared, and another, still moving closer close together. Their were now eight eyes. Peter started to run, but then a strange silvery, hair-like rope wrapped around his leg. The rope slowly dragged him into the darkness, near the eight eyes. A body followed after the eyes. It was a giant version of the spider that bit him. The spider picked him up and ate him. He fell into a blue and Red pit, falling deeper and deeper…