A/N So here's my first fic on this account. As the title implies it is a continuation of the old 1994 animated series. hope everyone enjoys it.

Chapter 1 : New Beginnings

"Where are we going?" Spider-man asked as he an Madam Web floated through the vortex of swirling pink smoke.

"To find the real Mary Jane Watson," Watson began to echo as the smoke dissipated giving way to darkness in all directions.

"PETER!" Mary Jane's voice called out from in the darkness, startling Spider-man as he soon began to fall, in the direction that he believed was down. As he fell visages of some of his greatest foes appeared around him, the laughing faces of both the Green Goblin and Hobgoblin. The wide toothy grins of Carnage and Venom.

After what seemed like an eternity of falling Spidey soon landed on a large web, "Mary Jane," he called out as he stood up and looked around at the darkness once again. A gasp was heard behind him, as he turned around he was relieved to find the love of his life, "MJ! I'm so happy to see you!"

"Stay away you monster," she called out, raising her hands out in a defensive position. Peter looked at her confused, then down at himself, revealing himself to be in the hideous form of the Man-Spider.

"Noooooo," He called out as everything once again went dark.

-Inside Peter's bedroom-

"NO!" He called as he shot up, drenched in sweat. He began to pant heavily as he realized it was all just a dream,

"Peter," a voice said sleepily as something touched his arm. Peter jumped as he turned to his left, realizing that Mary Jane was lieing down next to him, "You okay tiger?"

"Yeah," he sighed, "Just had a bad dream," he leaned down and gently kissed her forehead, "Go back to sleep, im going to go for some fresh air to clear my head."

"Ok," She responded as she yawned and laid back down, "But be careful."

"I will."

-New York, somewhere near The Daily Bugle-

The city was oddly quiet that night. It seemed as if everyone else had spider-senses that warned them to stay inside, away from some unknown danger. Spider-man sat perched on his favorite ledge, next to Bruce, the gargoyle.

"Ya know Bruce," He began as he looked at the stone statue, "It's kinda nice out tonight, no people walking about, no cars going by, and best of all, no cri-," as if on cue, an alarm began blaring, "-mes. Well, guess that's my signal."

Spider-man leaped from his perch and shot a web in the direction of the alarm. The source seemed to be a small jewelry store, but oddly there seemed to be no sign of forced entry.

"Okay, just come out now and i might goo easy on you," Spidey called out. After several seconds the door to the building came flying off, directly towards Spider-man, who easily back flipped over the projectile, "Oh great," He sighed, "Is that you tall, grey, and pointy?"

"Joke all you want wall crawler," A mysterious voice called out, "But you ain't never seen the like of me," A large yellow colored fist came rocketing from the door way and slammed into Spider-man, sending him flying backwards.

"Whoa," He yelled as he twisted his body in mid-air and landed on the wall behind him, "You're definitely not Rhino."

"No," a tall, muscular man wearing a green striped shirt said as he came out, his right arm shrinking back down to its usual size, "I'm your worst nightmare."

Spider-man gave this new foe no time to prove his statement as he jumped at him and kicked him square in the chest, only to find himself stuck.

"Um," he said as he tried to pull his leg free, "This is awkward"

The guy's arm lifted and once again grew to a larger size as he punched spidey free, and into a parked car.

"Who, or what are you?" Spidey asked as he pulled himself up. noticing the grains of sand that now covered his chest, "Wait let me guess, The Living Beach!"

"Joke all you want spider," The man stepped back to the door and grabbed a bag that was sitting behind the door frame, "But you can call me," The mans lower body turned into a torrent of sand as he hoisted the bag over his shoulder, and raised his other arm to face Spider-man, whose senses were going off the charts, "Sandman," He unleashed a stream of sand at the wall crawler, who barely managed to avoid being blasted, as Sandman took of up and over the building.

"Oh no you don't," Spider-man called as he web zipped to the back of the building, only to find Sandman had disappeared, "Well," he sighed, "Looks like this nice night just got bad."

A/N And there is chapter one. Hope you all enjoyed it. I will try to update regularly, but i do have a job so it might not be on a set schedule. As always please read and review, I'd like at least 3 and please be brutally honest this is what I want to do with my life so knowing how I can improve is greatly appreciated.