Bitten by a genetically altered spider, high school student Peter Parker has gained the proportionate strength, speed, agility, and early danger sense of the mutated arachnid. Grief stricken by the loss of his beloved Uncle Ben, Peter has learned an invaluable lesson. That with great power comes great responsibility. Armed with his wondrous web shooters Peter struggles to balance a high school curriculum, a part time job, and the life of a misunderstood vigilante.

Note: This fan fiction series is my own ultimate version of Spider-Man and is done for fun. I am no way seeking profit for this venture. Spider-Man and all characters ultimate or otherwise belong to Marvel Entertainment. I am just a fan having fun.

Ultimate Spider-Man #1 "Growing Responsibilities Part 1"

Who am I? You sure you want to know. The story of my life is not for the faint of heart. If somebody said it was happy little tale. If somebody told you, I was just your average ordinary guy with not a care in the world…then some one lied.

---

Forest Hills, Queens…

All the students aboard school bus thirteen laughed as a brown haired teen with wire trim glasses ran along side the bus banging the side to be let in. After few minutes of banging, the bus driver stopped the bus and let the kid aboard. He was hunched over and wore blue wire trimmed glasses, a dark long sleeved shirt, blue jeans, and sneakers. He had his bag slung over his shoulder as he looked through the isles for a place to sit. He took one glance at the girl in the fourth isle as she sat on the lap of the varsity team's star quarterback Flash Thompson. Her emerald green eyes piercing into the abyss that was his heart and light red hair that was burned through his senses like fire. The boy knew this girl as Mary Jane Watson and he had a crush on her since third grade. As he started to smile at her, a chubby teen to his left named Kong stuck out his foot and tripped the kid causing him to fall on his face.

"Nice one Parker," Some one in back commented.

The other kids laughed as he picked himself up and he looked for a seat only to find that no one would allow him to sit next to them. He sighed and sat in the isle way in the back. The kids continued to chatter and ignore him through out the whole bus ride as they rode all the way to Midtown High. As soon as the bus stopped all of the students got off with Parker the last to get off. When he got to the door to get out, the bus driver tugged on his shirt.

"If your late again Parker, I won't be so kind."

"Yes, Ms. Williams."

Parker got off of the bus and rushed inside as the bell rung. He was going to be late for class and that made him feel even worse.

---

Oscorp…

Norman Osborn came down the steps as Stromwell finished updating General Slogan on the progress of the OZ formula. He adjusted his tie and walked up to the general with a devious and smug smile.

"General Slogan its so nice to--"

"--Cut the crap Osborn. How is the OZ performance enhancer coming?"

"It's running along smoothly, General. We have committed several tests with spiders and they all were successes."

"All except one," Stromwell interrupted.

Norman eyed Stromwell darkly and went to say something, but General Slogan silenced him with a raised hand. "Go on Stromwell."

"The one spider's test results were aggression and insanity. We have no idea out of how many attempts would cause these side effects."

"What do you recommend Stromwell?"

"We take the whole line back to formula. This way we can see out of how many doses would cause this instability."

"Are you out of your mind Stromwell?" Norman said. "I--"

"Enough! Osborn you already know how impatient my superiors are in seeing your formula work. So, I give you this ultimatum. You get that formula ready for human testing in one week or I'm pulling the plug."

General Slogan left after that followed by his staff and Norman eyed Stromwell before storming off.

---

Midtown High…

The freshman science class was busy with their class assignment when the teacher started handing out permission forms to the students. The permission form was one that needed parents consent for the students to participate in a field trip to Oscorp to learn about their new experiments with spiders. The teacher slammed the paper down on Parker's desk as Parker was daydreaming and yelled, "Peter Parker, am I boring you?"

"No sir."

Peter looked down at the permission form and quickly stuffed it into his bag. After the bell rung the students rushed out of the classroom ahead of Peter. When Peter made it to the door, he heard the science teacher call for him.

"Parker."

"Yes?"

"Pay attention as much as you can, Parker. Life for you can be much better if you continue to work hard. You have a lot of potential."

"Thanks, Mister Johnson."

"Your welcome. Now you better go catch your next class."

"Right," Peter said as ran off to catch his next class.

---

Forest Hills, Queens…

Ben Parker sat the day's paper in front of him and sipped his coffee savoring the sweet taste of cinnamon that May always poured in with every pot. He watched as his lovely wife walked into the room. Sixty-two years old and still as energetic and stubborn as he first met her. Ben took off his glasses and smiled. He loved May and Peter so dearly that he would anything for him. That's why he was looking through the want ads to see if he could find a new job. Thirty-eight years as an electrician for General Electric went up in a poof of smoke as soon as all the newer more computer savvy youngsters entered the business. Ben took a glance at May as the poor woman went about fixing his lunch. He folded up his paper and sat it on the table then walked up behind her and wrapped his arms around.

"What's a matter?"

"Oh nothing."

"Still thinking of Peter's future aren't you?"

"That boy will never get into Columbia if I don't do something."

"Your doing all you can for him and he appreciates it. Don't let this bother you. We still have three years before we have to deal with it."

"I just want him to have the best education he can get May. That's all any father wants."

"Worrying yourself into a stroke won't help us any, Ben. You do what you can and we ask nothing more."

"Yet how I wish I could do more."

"Now stop Benjamin Parker I will hear no more of this."

"All right May. You win. Peter home yet?"

"No. He said he was stopping by the library after school before catching a bus home."

"I wish he wouldn't ride those bus's. You never know what could happen in this city."

"You worry too much, Ben. Peter is a good boy and knows how to avoid trouble."

---

Midtown High…

Peter strained to get up as his whole body ached. He turned to Flash Thompson the star quarterback of the school that he unfortunately stepped into a fight with. Now he was sporting a bloody lip and purple abrasions all over his face.

"Had enough, Parker?"

Peter got to his knees only to receive a savage kick to his rib cage from the bigger and stronger Flash Thompson. The blow caused him to fall back onto his stomach and with no more strength in him he just laid there as Flash and his friends walked away laughing.

It was twenty minutes or so before he finally climbed to his feet, stuffed his books back into his bag, picked up his cracked glasses, and began his march towards home.

---

Osborn Mansion…

Norman Osborn sat in his study looking over the breakdown of the OZ formula as well as the autopsy of the spider in question and he seethed in rage. The experimental and highly mutagenic R.N.A of the formula contained flaws at a cellular level, which caused the insanity and the thirst for aggression in their one trial test. He took a drink from his glass of brandy hoping to it would settle him down, but it didn't help. Just how many of their vials of OZ contained these flaws he didn't know and he didn't want to risk taking the whole line back to formula.

That's when an idea popped into his head. It was drastic, but it had to be done for his company. As he got up his thoughts were interrupted by a phone call.

"Hello?"

"Hey dad!"

"Harry! How are you doing son?"

"Fine dad. They're getting ready to release me as soon as tomorrow."

"Really…well I'll have William--"

"Dad…I want you to come. I have been in here for two years."

"Oh all right. I'll be there. What time?"

"Eleven-thirty."

"All right, well see you then."

"Bye dad."

"Bye son."

Norman sat the phone down on the hook and walked out of the study with a slew of thoughts running through his mind.

---

Forest Hills…

"My god, Peter what happened to you?" Ben asked as Peter walked in the door.

Peter was unusually silent as he took a few more steps inside and sat his bag down on the table in the kitchen. May went into the other room, got the first aid kit, and came back in with a worried look on her face.

"Peter, where you get these bruises and what happened to your lip." She asked.

Peter didn't even look May in the eyes. He just sat down with his clenched fists. May got out some gauze and bandages along with some iodine to put on Peter's cut lip. As she worked on Peter, Ben leaned against the counter with a worried look on his face.

"Son, please tell us what happened."

"Flash…Flash Thompson."

"Did he beat you up?" Ben asked.

Peter nodded.

"Did you do anything to start it?"

Peter shook his head and Ben ran a hand through his gray hair.

"That Thompson boy needs to get his act to together. I have half a mind to walk up to that school and--"

"Ben Parker you will do no such thing. Let's forget about that Thompson boy for now. We have to tend to our nephew."

Ben pulled up a seat alongside Peter and firmly squeezed his shoulder, "Don't worry son. That boy will get what he deserves. What goes around comes around."

May nodded, "Your better then that boy Peter. You have a bright future ahead of you. Don't let any one bring you down. Okay?"

Peter nodded his head and May kissed his forehead. "I'll finish getting dinner ready and then we all can eat."

"I better take the garbage out," Ben said as he got up. "Will you be okay son?"

"Y-yeah. Let me take the garbage out Uncle Ben."

"Are you sure?"

Peter nodded his head, grabbed the bag from Ben, and took it outside. In the house next door, Peter heard arguing and Mary Jane stormed out of the house. She looked at Peter and shook her head.

"Did you hear all that?"

"No, I was just…yeah I did."

"We must have been pretty loud, huh?"

Peter shrugged, "Not really. If you wanna see loud, Aunt May and Uncle Ben get pretty loud when they really want to."

MJ nodded, "Do…you have any plans for the future."

"I want to move into the city when I graduate, even though it's a quite a while from now. I figure I'd pay my way through college as a photographer and after that, I don't know. I've considered genetics as my major."

"Sounds like you have really thought ahead."

"What about you?"

"I…also want to move to the city and become an actress. That's all I have ever wanted."

"You'd be great."

"You think so."

"Of course, your portrayal of Wendy in Peter Pan was beautiful."

"Peter, we were five years old."

"So, I think you'd be great."

"I think your faith is misplaced."

"No, it isn't. I… believe in you."

MJ smiled, "Thanks. You know you look taller."

"That's because I hunch."

"Don't."

Hoink-Hoink

MJ looked down her driveway to see Flash Thompson getting out of a new car.

"Hey MJ? Wanna take a ride in my birthday present."

"I gotta go."

"Bye…"

Peter watched her leave with Flash before he headed back inside and closed the door behind him.