August 1992

Richard Parker sat in his lab, working on the compound he and his partner, Dr. Farley Stillwell, had been developing, his usually neat brown hair slightly frizzy from where he'd been sweating due to the malfunctioning heating. The compound was an attempt to recreate the super soldier serum that had been used during World War 2 to turn Steven Rogers into Captain America. They were in phase two; phase one had involved figuring out a way of altering the genome of insects and arachnids to enhance their natural traits. Phase two revolved around infusing those enhanced capabilities into Human beings.

Unfortunately, not many people were overly eager to have their genes manipulated to involve those of spiders or scorpions. There was only one possible solution; either he or Farley had to act as guinea pigs. They'd already drawn straws to decide; Farley was to go through with the procedure to incorporate some traits from the enhanced spiders into his own genetics in the morning.

Richard knew his friend and partner was terrified; potentially, the procedure could kill whoever it was tested on. Or leave them horribly mutated. Or, worst of all, as far as their SHIELD bosses were concerned; it could do nothing at all.

He picked up the syringe on the desk in front of him. It contained the gene therapy they'd developed. He paused for a moment. If he injected himself, it would save Farley from having to be the guinea pig. It would also make Richard's boss, the SHIELD R&D director, Major Nick Fury, mad beyond belief at Richard, and god only knew how Richard's wife, Mary, would react, especially since she'd just started going on about having kids.

After a moment, he made his decision. He rolled up his sleeve, put the needle into his arm and injected the solution.

…..

Richard shot up in his bed, in a cold sweat. He looked at the clock on his bedside table. August 3rd, 0400 AM. Seven hours after he'd injected himself with the solution. He didn't have a clue as to how he'd got home or what had happened when he did. All he knew was he was now in bed with his sleeping wife, butt naked.

He swung his legs round and stood up, walking through to the bathroom across the landing from the bedroom. He turned on the light and looked in the mirror.

He looked like hell, felt like it too. Like he'd just been to a kegger like the ones he'd gone to in college with his old room mate, Curt. Richard hadn't seen the guy in years, not since they'd graduated. Last he'd heard, Curt was working on a number of small projects and working part time as a teacher at a high school in New York.

After a few moments, Richard turned off the light and walked back into his bedroom, climbing back into bed and closing his eyes. The formula had been useless for anything other than making him blackout and giving him a hangover. He and Farley would have to run tests in the morning.

…..

September 1992

Richard sat in the lab with Farley, pouring over results of the tests that had been administered to Richard a little over a month ago, after he'd injected himself with the formula. Aside from a few additional genetic markers and a slightly enhanced immune system, Richard had displayed no effects from the formula. None that made it worth worrying his wife by telling her he'd tested it on himself, anyway. This morning, however, they were going over the results for slightly different reasons.

"I'm telling you, Dick, we need to keep pushing forward." Farley said, pushing his long red hair out of his face as he pulled his glasses off "We've seen it makes the host healthier, it just doesn't do anything else."

"Farley, we need to take this back to the drawing board." Richard replied to the slightly taller man "We've seen what it does on someone who has a number of things in his system, don't forget, I've been taking anti allergenic medication since I was about six."

"Exactly, so imagine what it could do on a healthy subject." Farley said, his mouth slowly forming a wry grin, before he looked past Richard "Oh, and look whose here for a social call."

"Mary!" Richard said, standing up as he saw his wife, her short auburn hair bouncing as she walked "We'll finish this later Farley."

Richard ran over to her, picking her up and hugging her while spinning her around. He looked at her for a moment as he set her down, seeing the smile on her face as her hazel eyes sparkled.

"You're in a good mood." Richard, said, grinning slightly "So, I didn't forget another one of our lunches. This is a good social call, right?"

"Yeah, it is." She said, virtually beaming as she led him over to the corner, out of Farley's earshot "I've got some big news."

"What is it?" Richard asked, seeing her smile only get bigger "Seriously, what? Have I got something on my face? Something left from those meatball subs Farley brought in this morning?"

"No, that's not it. You're the dumbest smart person I know sometimes." Mary said, still smiling "Richard, I'm pregnant."

Richard just looked at her, gobsmacked. He was happy with the news, sure. But something was playing on his mind; he hadn't had the genetic markers for the formula to work from. But what about the baby? Would the formula effect it at all?

"Richard? Baby, say something." Mary said, her face falling slightly "Richard, what's wrong?"

"Nothing, it's great." Richard said, forcing a smile "Totally great."

…..

July 1993

"I am telling you, this is a big problem!" Richard yelled "We don't know what kind of effect the formula could have on a child!"

"The same effect it had on their father; none!" Farley retorted "I'm telling you, your son will be totally normal, maybe have a better immune system than other kids."

"He's always sick, Farley." Richard said, quietly "He's paler than any other baby I've seen, something's not right with Peter."

"It'll clear up. He's barely 2 months old." Farley replied "Relax, Dick, it'll all be fine. We just keep working on the project and-"

"Screw the project!" Richard yelled at Farley, his eyes white hot with rage as he turned and walked out, calling back "You're off my project, Farley. I have to go take my wife and son to an appointment at the hospital, I want you gone by the time I get back."

Farley just stood there, looking after Richard. He knew what he had to do.

…..

Farley sat outside of Richard's house. He'd seen Richard get out of the car to go and get Mary and Peter from inside the house, which gave him a few minutes.

He quickly and quietly moved to the car, laying down and pulling himself underneath it. He pulled the knife in his pocket out and put it to the brake line, beginning to cut through it. After a moment, a thin stream of the horrible tasting liquid splashed in his face and mouth. He quickly pulled himself out from under the car, turning his collar up and putting his hands in his pockets as he walked away.

He hadn't wanted to do it. But he wasn't letting anyone, not even Richard Parker, take away the project he'd spent his entire adult life working on, his project.

…..

May 2012

Peter Parker sat in his biology class at Empire State University, alone, as always. He was getting ready for finals, and he knew he could already take them if he wanted. He'd always been good with his mind, one step ahead of just about everything. Still got picked on at every turn, mostly by the idiots who felt threatened by his intelligence, some alpha male thing.

He brushed his two inch, dark brown hair from in front of the square rimmed glasses hiding his hazel eyes as he sat there, leaning his head on his left hand, his elbow on the desk in front of him. Curt Connors was a good professor, sure, but the man had the personality of paint thinner, at least while teaching. Outside of the classroom, he was a little better, but not much.

"Okay, read chapters twelve through fifteen tonight. I'll see you all tomorrow." Connors said as the bell rang, everyone but Peter walking out "Something I can do for you, Mr. Parker?"

"No, just sitting." Peter said coolly, almost without emotion "Can't be bothered with my plans for tonight."

"Plans?" Connors said, making his way up to where Peter was sat and taking the seat at the desk a few seats across from him "What kind of plans."

"It's been five years." Peter said calmly as he stood up, adding sharply "That's all I care to say on it."

Peter walked down and out of the room, leaving Connors sat there alone. Peter didn't dislike Connors at all; actually, he was probably Peter's favourite teacher at the university. Didn't mean he wanted to talk about what he had going on.

As he turned the corner, his cell phone went off. Peter pulled the blackberry curve from it's holster in the green strap on his backpack, pressing the green button to answer the call.

"Hello?" He said, walking down the hallway with the phone pressed to his ear.

"Peter Parker, where are you?" The voice of Peter's aunt, May Parker, came down the phone "At the rate you're going, we're going to be late!"

"Aunt May, I just got out of class, I'm on my way." Peter said "I'll meet you at the cemetery, okay?"

"Fine." May replied, her voice exasperated "Honestly Peter, I thought your Uncle Ben and I had raised you to be more punctual. If he were alive-"

"Well he's not alive, is he?" Peter snapped "The cancer saw to that. Cancer and all the years of smoking that caused it. I'll see you in half an hour. Good bye."

Peter hung up before his aunt could get another word in. Their relationship had been strained since he'd chosen to move out of the small borough house that he'd been raised in by his aunt and uncle after his parents' death and into an apartment in the city with his friend Debra, a girl from his class he'd known since he starter high school. It hadn't been anything to do with the old lady; Peter did love her, not that he ever told her that. It was just cheaper to rent the apartment with Debra than it was to pay fares into the city from Queens.

She had, of course, tried arguing it, but Peter had swatted everything she said down. He was too much like his uncle in that way; stubborn and sometimes a little headstrong. Apparently, his father had had the same mentality, not that Peter would know about that, since his parents had died when he was practically a newborn baby.

As he walked out of the university building, absent mindedly walking across the campus, he heard a blaring car horn and the screech of car tires attempting to stop, scarily close. He looked to his left just in time to realise it; he was in the middle of the road and the black Mercedes was screeching towards him at high speeds.

Peter felt like he was floating, catching snippets of conversations, some voices he recognised, others he didn't.

"He's going to be okay, right?" Debra's voice said, full of panic "I mean, it's nothing major, right?"

"It's too early to-" The voice of a man, probably a doctor or a nurse or something like that said before Peter blacked out again.

…..

"Doctor, how is my nephew?" May's voice was all too familiar, much less panicky than Debra's had been however long ago "Is there anything I can do to help? I used to volunteer as a nurse at-"

…..

Colonel Nick Fury sat in his office on the SHIELD carrier-base, which was currently parked in the Hudson. The SHIELD Deputy-Director was perusing paper work. His boss, the Director of SHIELD, Brigadier General Rick Stoner, had been delegating just about all of it to Fury, while Major MacDonald Gargan, the head of SHIELD's military operations, was being given more or less unilateral control on what he did.

It was no secret that Gargan was Stoner's favourite staff member, though the reason behind it had been all but covered up; being the bosses younger half-brother gave Gargan free reign over what he did, and meant that Stoner would turn a blind eye to Gargan's very aggressive behaviour; it was no secret that Gargan enjoyed beating his subordinates to within an inch of his life when annoyed.

However, none of that ever reached the reports Fury saw. As he picked up a file from the desk, he glanced over the name, setting it down before doing a double take at the file and, specifically, the name on it.

Parker.

He picked up the file, opening it up. Inside was the image of a brown haired Caucasian man in his early to mid thirties, another photo behind it of an auburn haired woman, a little younger than the man. Fury pushed the two photos aside, picking up the file and skimming through it.

Richard Parker had worked for SHIELD for eleven years, being recruited by Fury personally right out of college. He and his wife, Mary, had been killed in a car accident nineteen years ago; their baby son, Peter, had barely survived, and their lifetime health insurance had been transferred to him, pending approval from the SHIELD Director or his Deputy.

Fury skimmed through the file and the request for insurance confirmation; Peter Parker had been hit by a car and was in critical condition. He was due to undergo surgery and a transfusion, pending the confirmation of insurance, since the remnants of his late uncle's policy had been eaten up by Peter's care for the last week.

Fury paused for a second, going over the blood work shown. High probability of survival and, simply put, Fury owed Richard Parker, after he'd advanced their attempts at a working Super Soldier project further in his eleven years at SHIELD than his assistant and successor, Farley Stillwell, had in the six years he'd worked with Parker and the nineteen years since his death.

As Fury was about to stamp it as approved, he noticed what the notes showed; unusual genetic markers, unstable genetic markers. They were familiar; the same ones that had been predicted in Richard's notes, but without a stabilising agent, there was no way they could take hold and, more importantly, no way a blood transfusion would take.

He rummaged around his desk, looking for a medical file he'd been reading earlier, finally pulling it out. He glanced at the file, double checking it was what he was looking for. He'd have to get another blood sample from Rogers, but if they transfused the existing one into Parker, the original Super Soldier formula from World War Two in Rogers' blood could stabilise the formula in Peter's. Or it could kill him.

After pausing for a moment, Fury pulled up the necessary forms, authorising requisitions and transferring assets, before stamping the insurance request as approved. A second later, he pulled up his contact line with the hospital, sending an e-mail to the SHIELD liaison there, telling him to postpone the transfusion and surgery until the blood sample got there.

As he finished, he sighed and leant back in his chair, running his hand over his shaved head, being careful to avoid the strap of the eye patch he wore over his left eye. He had to wait now until he got the results of the surgery back.

Okay, so this is it; Critical Spider-man. If this is well received, I'll be branching off into a whole Critical Marvel continuity, which groundwork will be laid for in here. However, for now, Critical Spider-man is it. Remember, this is an AU, some things will be the same, others will differ; there will be no radioactive or genetically altered spider here. What we will see is Peter Parker being a little different than we're used to; he's in the 21st century, he's not one of these book wormy geeks like he's been in the past, he's just someone you either love or hate who speaks his mind. Anyway, R&R, please, no flames.