Summary: Dying was a haunting experience, but waking up as a dead spider? Now that was truly terrifying.

Agent Spyder

Chapter 1: Spyder of the Dead

"Augh!" He awoke with the need to to take a big gulp of air and began to try to sit up. Try being the operative word. The only thing that happened was him hitting his the moment he tried to sit up. It was almost instantaneous.

"What the.." He whispered in shock. Last he checked, go under underneath a small roof. So what hit him, or rather, what did he hit? Not that he could really tell, because it was dark.

Out of habit, as foolish as it was, he reached to turn on his lamp. Only to found out he couldn't move his arms more than a few inches away from him. He was starting to get worried now.

As a last resort he tried moving his legs. Nothing serious, just trying to bring his knees to his chest. Which, once again, he couldn't do. Deep down he knew what happened to him the moment he hit his head on the 'ceiling' he just refused to believe it.

There was no way that he was that unlucky. Hell, he actually ate lucky charms the day before, all the luck that did, but his point still stood. He refused to believe that someone was actually dumb enough to bury him alive.

"Okay, okay, calm down. Think. You're smart Cameron, just think your way out of this and you go scare the balls off your unit." He slowly calmed himself down with a small chuckle. All he had to do was break out of the coffin and dig himself up to the surface.

If Bruce Wayne could do it, so could he.

Then again he was Batman, that man could do just about anything when he put his mind to it.

All he had to do was channel all of his determination and hit the coffin until it gave out. He gave a chuckle of a man who was about to experience a lot of pain, "Fuck me, right?" Then he got to punching.

Twenty minutes later…

"Come the fuck on!" The man buried alive, hissed through his clenched teeth. So far he had been punching the coffin lid non-stop for the better part of half an hour, but it felt much longer than that. At first he tried to stay calm, but now the panic was slowly starting to sink in.

What if he couldn't break the lid?

What if he couldn't dig himself out?

What if he actually died in here?

What if….

He quickly delivered a slap to his cheek. If he started to panic, he would start hyperventilating, which would use up all of his available oxygen and end up killing him in the process.

He slowly unclenched his fist and began to pop the knuckles of each individual finger. Though he couldn't see it, he could feel it. That grin of determination he had before he went under. He then began feeling up and down his body, to get a feel of what he was wearing, fortunately or unfortunately, depending on how you look at it, he was buried in a tux. Okay he could work with that. He then clenched his hand into a fist once more.

He had failed to secure his life before, but he would let that happen again. He refused to lay down and die from a lack oxygen. He found where he had started punching before his panic attack and began to punch once more. More rigorous than last time. Unlike last time, each punch, each hit had a purpose.

To be stronger than the last.

Eventually the coffin gave out a soft snap, and a tiny crack could be seen where he had been punching for the better part for a hour now. If he didn't need to save oxygen, he would've laughed in triumph.

Cameron used his other arm to cover his nose and mouth, and continued to punch with reckless abandon. The coffin letting off sounds that suggested the lid was close to breaking. He heard and felt the dirt from above slowly leak in to his coffin.

Soon he'd have to figure out a way to actually get out of the coffin, but a few steps at a time. He kept hitting and hitting, ignoring the pain in his hand and the blood that he felt drip onto his clothes.

Come on let. Me. Out! He mentally shouted and put all of his weight and desperation into one finally punch and luckily the lid gave way. The dirt, along with various insects, slowly started to trickle in at a moderate pace. He then began ramming his arms around him to try and clear the dirty away from his upper body.

Soon the coffin started to give way under the instability and the gap began to widen even more. He then adjusted himself so that he would be able to work his way up to the surface. He took one big gulp of air and began to claw his way up to the surface.

After what felt like hours, his hands broke through the surface and he began to pull himself up and out of the burial site. The first thing that hit him was the cold breeze and light rain. The relief of being free and alive hit him next.

"HahahhahahahHAHAHAHAHA!" What started out as a chuckle soon turned into full blown laughter. He made it! He actually escaped being buried alive! Soon his laughter died down back into a tiny and soft chuckle, but the grin on his face never left. He looked up at the sky and noted that the moon was full and shining brightly.

It was shining so brightly in fact, it seemed to illuminate the tombstones making them almost visible and easy to read. Speaking of tombstones….

"..Wonder what they put on mine." He let out a chuckle filled with mirth, "Probably something corny." Facing the tombstone, he began to read it, his grin slowly morphing into a look of shock and disbelief.

"B-but how?! He isn't….he wasn't…" He barely spoke above a whisper. Now that he had registered it, his voice wasn't his, it had belonged to him the one who had originally been buried here. He slowly felt himself fall to his knees, not caring about the tuxedo or his appearance at all.

Here lies

Peter Benjamin Parker

Loving friend and son

1999-2016

He felt his blood freeze over as he just stared at the tombstone. His mind was once again running in overdrive. How was this even possible? How did he even end up here? He felt himself lose control of his breathing. He slowly moved his hands to the tombstone and held onto it like a lifeline.

"H-how?! I shouldn't be…" He began to search his brain for anyway to rationalize what was happening to him. But no matter how hard he tried he couldn't. He couldn't trick himself into believing everything was alright. That this was a prank set up by his friends and co-workers.

It'd be to cruel of them. To inhumane of them and he wanted to vomit for thinking they would put him in that position. No, he couldn't run away from the truth. He had died and woke up in a different body. His fireteam couldn't save him, they either couldn't get to him in time or they couldn't get him to the evac in time.

"Shit." He whispered as his grip on the tombstone increased, "Mom, Dad, Naomi, I'm so sorry." He felt his eyes well up with tears. He didn't even want to think about what they were going through right now. "If I hadn't been stupid, if I was fast enough, if..!"

His grip tightened so much he ended up shattering the tombstone into pieces. He almost fell over before he caught himself by jerking himself back at the last minute. In shock he slowly brought his shaking hands to his face. That's right, how could he even forget? Peter Parker was the Spider-man. Of course he'd be strong.

"Sorry Pete." He whispered an apology to the man he respected, "I don't know why or how this happened, I don't even know what universe I'm in, but I'll try to make a legacy you can be proud of." He clenched his hands into fists. Fists that held enough power to save lives or damn them. He stood up and made for the graveyard exit.

Ten minutes later…

A tall and lean figure can be seen walking the almost deserted streets of New York with a look of frustration. He needed to find a place to stay for the rest of the night, new clothes that didn't scream 'reanimated corpse', and food cause he was getting hunger.

So there he was, the man once known as Cameron in the body of the greatest hero to ever live, walking down the street at the dead of night trying to not lose his mind. His clothes started to stink and well, his overall appearance was a mess. At least no one on the streets looked twice, more than likely due to the growing poverty in the city.

At least he didn't have to worry about weird looks.

"Huh." He let out a sound of surprise as he found himself at a homeless shelter. "Could be worth a shot. Not like I have anything else going for me right now." He then opened the door noting that it was called F.E.A.S.T and began to walk his way to the counter.

"Hello! How can I help you this fine evening?" The woman asked with a bright smile. She was a slightly pale woman who looked to be in her early thirties and dressed in a long sleeve sweater. Her hair was brown, or at least it appeared that way from the few strands that weren't covered by her beanie.

"Yes ma'am, I'm looking for a place to spend the night, if you have any spare beds that is." He ended with a soft, nervous chuckle, as he pulled on his collar. God he hated it when he did that. "I kinda got kicked out of my place.." he trailed off as her look become one of kind understanding.

"Oh! Of course! Just go through those double doors, take a left, go up the stairs and you'll see where everyone is staying." She helpfully supplied, go so far as to lean across the desk and point towards the doors she was talking about.

Not seeing any reason to be rude he gave her a smile of gratitude, "Thanks a bunch Miss. Have a good night." Following her directions he started to make his way for a bed to hopefully crash on. Hearing the 'you too!' from the kind older lady made me feel good weirdly enough.

Soon he found what the lady was talking about and the sight the greeted him was one he kind of expected. A big enough space to house as many people as it could, with several beds and cots along the floor and most were asleep while some were still awake minding the business.

Ignoring them, he walked around hoping to find an empty bed to sleep in. When he did he sat on and let himself fall on the mattress. He was so tired and hunger that once he was laid out, he couldn't even bring himself to move, and soon enough he was snoring, unaware of what would happen the moment he went into a deep slumber.

Unknown Location…

"Ah. I see you have finally arrived." The giant gray spider spoke to him. All of its red eyes stared at him. Judging is worth with its large eyes. Hits large mouth moved in a manner that made his skin crawl, but now wasn't the time to be creeped out.

"That implies that you've been meaning to speak with me." He answered back, arms crossed, and eyebrow quirked in curiosity. "Never mind the fact I have no clue who you are, let alone what you are."

The spider didn't even move from its spot, it didn't even twitch, "I am the spider essence, the very thing that ties you, and all others like you, to the great web of life. I am the very thing that makes you a spider totem." The spider looked at him with an intrigued gaze. "Though this is unprecedented, another soul living in the body in the one that has not received the gift."

That caught his attention as he uncrossed his arms with a look of shock on his face, "What do you mean 'not received the gift'?! If he hadn't how am I even here? In this..this..I don't even know with you?!"

"It is has I said, the one known as Peter Parker did not receive the bite that would have turned him into a totem. That honor was bestowed on another. And this is the dreamscape, boy. The only place I can talk to you freely." The spider explained, "And to answer your question on how you are here. It is quite simple."

The spider slowly started to circle around him, not threatening to attack, but to view his body at every angle possible, "Someone or something has decided to bless you with the power of a spider totem. Congratulations are in order fellow spider, you are now among the special."

As if he didn't already have enough to process, that last sentence didn't sit right with him, "What do you mean among the special? Sure I always wanted powers, but I wasn't obsessed with them!"

The spider stopped in front of him and stepped closer, "The boy, Peter Parker, wasn't like the other totems. He craved power, he wouldn't have taken that power and used it like most of the other totems. He would've twisted it, corrupted it into an abomination."

"He wasn't worthy. So another took his place."

"Okay,okay, you're dumping a lot on my plate right now." He held up a hand to stop the spider essence from continuing, "One thing at a time. What do you mean 'like most of the other totems' ?"

"Of course, where there are those that use power for the betterment of others, there will be ones to use power for self-satisfaction. But my question for you, the ghost trapped in another, what will you do with that power?" The spider questioned him with a tilt of its head, "Will you turn out like the legend that is Spider-Man or will you become a malformed, twisted version of the hero that you once admired?"

He was about to speak, when the spider pointed one of its talons at him in a slow and methodical manner, "You need not answer now. Only time and your actions will give me the most true answer. For now, ask for the knowledge that you seek and ponder mine for another day."

He took the spider's advice and paused to search for any question he wanted and needed answered, "I have the powers of the spider totem, correct?"

"That you do."

"Okay, so what powers do I have specifically?" He stressed the last word just in case the spider in front of him would pull some Genie in a lamp type shit. "Like do I get any powers that are primarily exclusive to only me or what?"

The spider, the bastard that he was, tone said that there was a smirk present, "You will have wait and test your abilities to see."

He just glared at the oversized arachnid, "Fine. Sure, whatever. Who's the other spider totem on this world? And don't try to dodge the answer with some mythical bullshit either." His arms were crossed once more, but his glare was still present. "And why was this earth's Peter Parker dead before he even became a spider?"

"You already know the answer to both of your questions." He helpfully replied. If the spider was capable of smirking he knew for a fact the bug would be doing it right now.

Facepalming, the man once known as Peter gave out a irritated sigh, "Whatever, I'll figure that out too. Just...just send me back so I can get some actually sleep."

"As you wish."

The Next Morning…

Once again, he found himself walking on the sidewalks of New York. Unlike last time, where he was looking for a place to stay, he was looking for a clothing store. Cause as much as he loved the rotting corpse look, he needed new clothes.

So there he was walking with his hands in his pockets and his head lowered. After all this Peter was supposed to be dead, and a lot of questions would be asked if they suddenly found him walking about.

Once upon a time New York wouldn't have bothered him in the slightest, but now? Now that he was enhanced? The city was so loud it took all of his willpower and discipline to not end up having a panic attack on the sight of the street.

As if he didn't have enough problems.

Soon enough he found himself in front of a clothing store, and was about to enter when he actually thought about what he was about to do. "What am I..I don't even have any money! And how the fuck am I gonna steal clothes in broad daylight?" He stood there with his grip on the handle, looking stupid to those looking at him, not that he even cared.

He turned around and began walking towards another destination, "Man, this shit is ridiculous." He turned down another street and soon found himself in an alley. "What am I even gonna do…!"

Spider-sense

It was like a bell, the ringing started off slow and low then escalated to fast and unbearable. But not even ignoring the new sense he dropped into a combat stance and moved deeper into the alley. Checking his sides and rear, he noted no-one was trying to sneak up on him. So that meant whatever presented the danger was deeper in the alley.

His sense was telling him to runaway, to hide, to swing away and get far as possible. But he couldn't do that, the discipline instilled in him from his old life prevented that. He didn't runaway in his last life, so why should he now?

"Ah!" The sound of a girl screaming followed by a deep laughter made his heart drop. He knew what was about to happen. What would happen if he didn't intervene. He pressed his lips into a thin frown.

He threw off his coat leaving him in his stained white shirt, and tore pieces of the jacket apart to turn it into a makeshift face shield that covered most of his lower face. He then walked towards the cowards as he rolled up his sleeves up to his elbows.

"Come on baby let me and the boys show you a good time.." The big man leaned close to the short woman, and in a show of resistance she turned her head to the side.

"I'd rather rot in hell!" She bit back at the man with the ferocity of a tiger. The would-be rapist didn't like the sound of that as he moved to backhand her to the ground. And it would've worked too, if he wasn't there that is.

He moved at a speed befitting a spider totem and caught his attack by the wrist and glared at him with enough hate to make him gulp in fear, "You heard the lady's answer. Now back off before you meet the ground." He then turned him around, with a grace he didn't know he had, and kicked him in the ass, literally, and towards his pals, "And trust me, your relationship will be intimate."

"W-who do you think you are?!" One of his bodies asked and pulled out a knife. The guy then charged him, intending to skewer him in the gut. The man once known as Peter Parker, waited until the right time and reached out and grabbed the thugs extended arm. He then delivered a sharp elbow to his attacker's forearm, breaking it and getting a loud scream for his troubles.

The thug dropped the knife which he grabbed by the handle and buried it into his leg. "Augh!" The thug gave out a cry of pain and began to whimper before our protagonist grabbed him by his collar and threw him towards the other thugs.

"If you don't want to end up with a broken arm and a fucked up leg I suggest you leave. Now!" The thugs then began to scramble atop of each other, before picking each other up and running out of the alley.

"Whoa…" The lady he saved whispered in amazement. She had her hand above her mouth in shock and at least it gave him a good chance to look at her. She was about 5'7 with short blonde hair that fell to just below her shoulders, brown eyes, and a heart shaped face. She wore a simple hoodie and jogging pants.

"I know right…" He also spoke with amazement as he put his hands above his eyes to look off in the distance, "They sure can move when they really want too." He joked as he smiled at her, not that she could really tell.

"So are you okay miss…" he trailed off not knowing what to call her. She then shook her head to get out of her stupor, her blond hair waving from side to side as she did so.

"Maria Castle, but please call me Maria." She rushed up to him to give him a bone crushing hug of gratitude, before she could fully contain herself, "Sorry, hehe, I j-just...thank you for saving me."

"No prob. Next time just be mindful of where you are." He gave her a thumbs up, before he made his way out of the alley.

"Wait! What's your name? I gave you mine and it's only proper manners to give yours." Maria shouted towards her saviors back. The man didn't even stop, he just raised his hand and gave a two fingered salute.

"Names Ben, Ben Reilly, hope you get home safe Maria!" He turned the corner then he was gone. Leaving her to think about her mysterious savior.

Later that night...

The now named Ben Reilly was sitting on top of a rooftop his legs dangling along the building's ledge. He looked down at the city with a far away look. It looked so much like his New York, yet it wasn't, so similar, but so different. It was home, but it wasn't.

"At least I can stick to walls." He reasoned as he sat there. He had no idea where to actually start. He still needed clothes, a place to stay, and food. And as easy as it would be to go to Aunt May's house, he decided against it. He wouldn't lie to Peter's family like that. He wouldn't pretend to be their surrogate son and magically come back into their lives.

"Plus that might draw Shield's attention..or worse...Hydra." Getting experimented on just when he came back to life? Yeah, he'd pass, he had enough bs to deal with and the week wasn't even over yet. He left his back fall to the cold, hard, roof.

He looked up at the sky and sighed, "It's not like something's just gonna fall on my lap…!"

Spider-sense!

Not even thinking, Ben let himself roll backwards and delivered a kick to the person's chest. He then used his to hands to lift him up in the air and back onto his feet. "Okay! Who as the….balls…" His voice started off confident, but then died down to a horrified whisper.

That thing that tried to sneak up on him. It growled in pain. It's green claws scratched the place that Ben had kicked it. All the while it's red, bloodshot eyes bore into him. It's gaze carrying a certain bloodlust that had Ben's Spider-sense going into overdrive. It's jagged teeth were already stained with enough blood, it made Ben's blood run cold.

The ghost in the spider slowly felt himself ease into one of the combat stances he learned from his last life. His feet were spaced apart, and his hands were brought up to protect his face, and he was slightly hunched over to protect his chest and stomach.

He'd only been alive for a day and the infamous Parker luck was already giving them middle finger.

An: I'm pretty sure it's obvious, but can you guess what universe this takes place in? Also for you guys wondering why he's calling himself Ben Reilly, it can be explained with three reasons.

1: He doesn't want to use Peter Parker's name. He holds too much respect for that name and what it means.

2. In case he gets found out he won't have people looking at him weird, cause you know, he's supposed to be dead and it would be easier to explain that he's a clone rather then coming back to life due to mysterious circumstances.

3. He felt that he should try to make a world where the name Ben Reilly wouldn't be forgotten. Even if he has to use that name himself.

As the story progresses Ben will start unlocking more of his powers. And as the Spider in the dreamscape said something or someone wanted his soul in the body of Peter Parker and wanted that body to be a totem. So yeah, that isn't ominous at all.

Hope to see ya next time!

Agent Spyder

Chapter 2: Spyder vs. Lizard