All right this story was inspired by Rider Paladin. NO I AM NOT STEALING YOUR IDEA. I'M BORROWING SOME OF THE BASE IDEAS. Like that Osborn is the main villain and Super Soldier thing. This story is also inspired by the Ultimate Comics. It was also inspired by the mainstream comics. Now let me make this clear nothing has happened to Spiderman unless I say it has. Spiderman has not fought any super villains in this universe unless I say so. I am taking ideas from everywhere. You will see what I mean. The X-Men however will match their television series counter parts. The X-Men Evolution series is the back-story for the X-Men. This story takes place a couple of years after Apocalypse's defeat. Spiderman is 18 at the moment and is in College. I intend to have a several year gap in the story. So the X-Men are in College when the main story gets going. I do not own X-men Evolution or Spiderman.

Chapter 1: The Beginning

-Unknown-

There was blood everywhere and quite a bit of it was his. Peter Parker also known as the vigilante Spider-Man struggled to get back on his fight.

He tried to ignore the pain from his injuries.

He needed to get out of this building quickly; the fire had damaged the structural integrity of the building and it could collapse at any second.

He finally got back on his feet only to collapse onto his knees; he started coughing from the fumes.

However despite his injuries and the smoke he pushed himself up onto his feet again. He had to escape; he couldn't die now, not now. Not after everything that had happened, not after everything he had sacrificed, not after everything he ever fought for. Now he couldn't give up.

He had to survive this no matter what; too many people were waiting for him to come home.

-New York, Spider-Man's POV-

5 Years Earlier

There was nothing like web swinging around the city after a long day of College. He enjoyed college but everyone needed to stretch their legs after sitting in a seat for several hours; well in his case his arms and legs.

Regardless of the technicalities he needed to stretch and web swinging was the cure. It was a beautiful day and it was peaceful. There hadn't been any serious criminal activity lately.

However nothing lasts forever; all of the sudden he heard police sirens. He looked toward the disturbance to see several police cars and a SWAT team heading down the road. He quickly swung over to see what was going on.

The cars were heading towards a bank; this narrowed Spider-Man's list of ideas of what was going on quite a bit.

When he saw what was going on he rolled his eyes; standing inside the bank was a man wearing a black outfit with metal rings on it and a ring on his forehead; it was the Ringer. The Ringer was nothing more than a thief that had a device that shot out rings that would retract once they were on something or someone.

Once upon a time the Ringer had been a threat to him; but he had improved as a fighter quite a bit since then.

Things were very different now.

The Ringer was attempting to rob another bank in broad daylight. The guy was inside of the bank holding several people hostage. The police had surrounded the bank and clearly were waiting for hostage negotiators to arrive which could take hours in New York.

Spiderman climbed into the bank through a window; he needed to disarm Ringer without giving the Ringer a chance to use one of the hostages against him. He crawled onto the ceiling and slowly and silently moved over the Ringer.

The Ringer didn't notice him he was too busy gloating over the situation since from his point of view he was in control of the situation, "The police have five minutes to move away from the bank or they will need a few body bags," the Ringer gloated.

"Or just a stretcher to carry you out," Peter replied as he dropped from the ceiling directly on top of the Ringer's head.

"WHAT THE …?" the Ringer was unconscious before he fully realized Spider-Man was there with his head slamming into the floor.

"Too easy," Peter muttered. He quickly webbed up the Ringer and grabbed his camera that he had set when he snuck in.

He escorted the hostages out of the bank with the Ringer in tow only for the Police to turn their guns onto him.

"Get on the ground and put your hands on your head you freak," one of them commanded.

Spider-Man sighed, "Nothing ever changes does it," he muttered.

He dropped the Ringer then back flipped onto the bank's wall and before the Police's fingers could even squeeze the trigger he took off and swung away on a web line.

He swung through the city continuing his patrol only for him to see a billboard with his face on it along with the words MASKED MURDERING MENACE. Peter sighed, Jameson's smear campaign was worse than ever; Jameson blamed every little thing that was wrong in this city on him. He even blamed the actions of criminals he stopped on him.

And here he was making a living by selling photos of himself beating up bad guys while wearing full body stockings. Yep he was definitely a first class loser.

At least he was still good at fighting loony tunes with super powers. He thought of the last year of his life; he had fought quite a few super powered beings. He had also had to fight people that had suffered fates that did not make them a criminal but left him with no choice but to fight.

The Lizard, he thought, Dr. Conner's alter ego. Dr. Conner's was a good man that had suffered a horrible fate and the very thought of it filled Peter with guilt; it happened because he had failed. That was the problem with being a super-hero when you fail people die and you have no one to blame but yourself. It was your job to protect them, their dead because you screwed up.

Then he remembered something very very important; he had a date with his girlfriend MJ.

He quickly changed course and went straight towards her house to pick her up. He really hoped she wasn't too mad at him being a little late… again.

-MJ's Apartment-

Peter arrived at MJ's apartment just in the nick of time he had changed in a bathroom into his civilian clothing.

He quickly went to the door to greet her; as he lifted up his hand to knock the door opened up and there was a beautiful red haired girl standing on the other side of the door. She had long hair and absolutely flawless features.

It was Mary Jane Watson the girl he loved; she had been there for him so many times he had lost count. Whenever things were at there worst she had done everything in her power to help him.

She helped him more than anyone else could. She was one of three people that knew he was Spider-Man; she was also the only one that was on his side. She had figured it out on her own and eventually told him the truth since then she had helped him through his problems.

"You are just barely in time," she said with a smile, "I was beginning to wonder if you were even going to show up."

"I had to deal with some trouble on the way here."

"It better have been something serious like the Vulture or Kraven the Hunter."

"Actually it was the Ringer."

"Well at least it was semi-serious."

They both laughed at that comment.

However Peter didn't laugh for very long; something had been bugging for quite a while. There was a very simple question running through his head; were are these meta-human criminals like the Looter and the Sandman getting their super-powers from and where are these guys like the Shocker, the Vulture, and the Ringer getting their equipment from?

MJ noticed the worry on Peter's face, "Tiger, you're worried aren't you?"

Peter took a deep breath before answering, "I'm worried about the appearance of all these super-powered criminals, there are very few people capable of doing these kinds of modifications to humans and I know that at least one of them that could be behind this."

"Osborn?"

"Osborn," Peter confirmed.

"What would he have to gain from there being more criminals with super-powers?"

"I am not really sure, but he is the only one who makes any sense. Think about it these super-villains include the Sandman, the Looter, and Freak. Whoever is behind these meta-human criminals would have to have a large amount of money and access to unlimited resources. Norman Osborn has these things."

"Well, don't forget there are other possibilities."

Peter looked at her for a second before asking, "Like whom?"

"Well there is always Doctor Octopus," suggested MJ.

"No," Peter replied, "this isn't his style; he has such an ego that if he were behind this he would be screaming it to everyone in the city with his usual monologue."

"If Ock wants to take over the world why doesn't he just threaten everyone in the city into submission?" she asked.

"He has."

"I meant the threat should be more like this," she cleared her throat and spoke with a deeper and evil voice, "If the world does not surrender to me I will force the world to listen to my evil monologue forever."

Peter burst out laughing at that Doc Ock impersonation.

She always knew exactly how to get him into a good mood. He didn't know what he would do without her.

"Well let's hurry or we will be late for the movie," MJ said while grabbing Peter by the arm and pulling him along.

-Xavier's Mansion-

It had been quiet recently; too quiet as far as Logan was concerned. Whenever things got this quiet something horrible always followed.

Life was that way.

Logan was standing in the library alone staring out the window and was deep in thought. It had been 4 years since Apocalypse was defeated.

Things had changed a great deal in four years. X-23 or Laura as she went by now was 16 and living in the Mansion. She attended high school and was getting along with the other X-Men mostly.

She still wouldn't open up; she was always so quiet never uttering more than a sentence in a conversation.

The other students were all in college now; they were growing up and it wouldn't be long before they would get even more students.

Good thing they will have a larger staff for the next generation of students.

"Logan, what has you so worried," said a voice from behind him.

Logan didn't need to turn around to know who it was. The voice was from his old friend Charles Xavier.

"I don't like it when things get quite Charles. Whenever things get this calm it simply means that something really unpleasant is about to happen," as Logan spoke he got the strangest feeling and when he turned and looked at his old friend his fears where confirmed, "You feel it too."

"Yes, Charles confirmed, "I have been getting the strangest feeling of the calm before the storm."

"Charles," Logan said calmly, "if there's something you're not telling us than you're making a huge mistake. Don't forget what happened last time you withheld information from the kids; they will find out and its better that they find out from you rather than the hard way."

"No Logan," Xavier replied, "I will not make the same mistake twice. If I knew what was causing this strange since of foreboding, believe me I would tell everyone."

"I better get the kids into the Danger Room; if there is something coming then we need to be ready," said Logan and he turned around and left to do exactly that.

-Scott's POV-

It was a beautiful day and the events of the day had been just as wonderful or at least until Jean started staring off into the distance as if she was waiting for something.

They were relaxing in a room alone together while helping each other study for College. But Jean seemed unfocused, there was something distracting her.

"Jean, are you all right?" he asked.

"Huh?" she said as she came back to reality, "oh Scott, I'm sorry I was… distracted."

"That's been happening a lot lately," said a concerned Scott, "Is there anything you want to talk about?"

"It's just… that I…," Jean took a deep breath as she tried to get the words out, "I keep getting the feeling something absolutely horrible is about to happen."

-Oscorp HQ, Norman Osborn POV-

Soon, it would all begin soon.

He had waited a very long time for this day to come; at long last he would have what he needed to begin his plan. Soon everything he ever wanted or needed would be his.

The man known as Norman Osborn sat in his office at Oscorp HQ staring out the window. He was one of the wealthiest, most powerful men in the world. He had access to endless resources and some of the most brilliant minds on the planet.

The door opened behind he turned to see one of his top scientist Doctor Stromm.

"Sir, all of your men are in position we are ready to begin the operation," said Doctor Stromm.

"Good tell them to begin right away," replied Osborn.

The boy had stood in his way too many times but this time nothing would be able to stop him.

Soon he would change the world. This was the beginning of the end of an era.