Chapter 1: What Might Have Been…

Wednesday, 7:00 AM

BEEP! BEEP! BEEP!

Time for school already? Peter groaned. I hardly got any sleep!

Peter Parker, 17, sat up slowly and pressed the snooze button on his alarm clock on his bedside table. He fumbled around for a minute to find his glasses and then proceeded to find clothes for the day, settling for a black-and-blue striped polo-shirt and blue jeans. While he was putting on his socks, he heard a fierce knock at the door, and a voice said "Peter, are you up yet?" Peter responded by stating "Yes, Aunt May. I'm getting ready right now."

"Good. Hurry up, though. I made wheatcakes for you!"

"Gee, thanks, Aunt May!"

Peter, while grabbing his backpack off the floor, looked around his room and found a picture of his mother and father on his dresser. He looked at it with mixed feelings of curiosity and sadness. He never knew his parents, which is the reason why he lived with his Uncle Ben and Aunt May in Forest Hills, Queens. His mother, his aunt and uncle stated, had died giving birth to him, and his father had mysteriously vanished for an unknown reason and never returned again. Peter desperately wishes that he could get to know more about his father, but his uncle said that he was a very mysterious man and kept many secrets.

On his way out of the bedroom door, he noticed that the sun was gleaming very brightly through his window, and it was safe to say that it was going to be a beautiful day.

However, looks can be deceiving.

After eating his breakfast, Peter kissed his aunt, waved goodbye to his uncle, grabbed his grey zip-up hoodie, and proceeded to exit through the doorway to go to Midtown High School.

That is, until the bus drove right past his house.

"Hey! Stop the bus!" Peter kept shouting as he chased after the large yellow racecar. Students were laughing as Peter struggled to keep up, and eventually one of the students finally told the driver to let him on.

When Peter got on, he noticed his best friend Eddie Brock Jr. sitting at the back of the bus like he normally did. He managed to avoid being tripped by Flash Thompson, the school bully, until he finally reached the backseat.

"Hey, Pete! What's up?"

"Hi, Eddie. I'm alright."

"Good. Listen, did you do that biology homework last night?"

"Yeah." Peter was puzzled. "Why do you ask?"

"Well, I couldn't figure out what the answer to #13 was. 'What gives a spider its precognitive sense to alert it of an incoming threat?'"

"Eddie, why do you always ask me questions like this?" Peter whined. "Can't you do this on your own?"

"Sorry, I didn't understand it and you're the smartest person in the entire school, Mr. '200+ IQ' Parker."

That wasn't a lie. Peter's intelligence far surpasses that of his classmates, teachers, and even some of the world-renowned scientists, including Einstein, Stark, Hawking, and Richards.

"Nevermind. I'll give you the answer in homeroom." Peter mumbled.

"Thanks, Pete! I owe you one. Listen did you see the game last night between the Yankees and-"

Eddie's voice was cut off when Peter focused all of his attention on a certain blonde-haired girl whom Peter has loved for as long as he can remember.

Felicia Hardy, Peter's best friend since Kindergarten and the love of his life, was sitting by herself on the girls' side, staring out the window. Felicia and her father moved in next door when Peter was 6, and they met when Aunt May held a welcome party for the Hardys' (which, after some time, earned her the nickname "Party-Hardy"). Peter and Felicia became friends when they decided to run around the neighborhood in their red wagon, but were quickly stopped by Uncle Ben and only permitted to run around their front yard. They both shared a similar passion for science (except she was more into biology and he was more into physics) and always had each others' backs. Peter so desperately wants to ask her out, but fears that doing so would ruin their friendship.

Little does Peter know that Felicia feels the same about him.

"Hello? Earth to Peter: are you still there?" Eddie snapped.

"What? Oh, sorry Eddie. What were you saying?" Peter said.

"I said that the field trip to Oscorp is tomorrow. Remember?"

"Oh, yeah. I almost forgot about that. It'll be so cool!"

"Maybe for you." Eddie joked.

The bus had finally arrived to school, with the vandalized sign reading "Welcome to Hell."

It isn't far off. Peter thought.


When Peter, Eddie, Felicia, and the rest of the school got off the buses and entered into Midtown High, Peter had a feeling that today was going to be like every other day: full of good grades and spitballs. Peter felt a tug on his shoulder as he entered homeroom, and saw Felicia standing in the doorway.

"Hey Pete. How's it going?" she asked, smiling.

"Hey Felicia. I'm alright. You?"

"Fine. Just fine. I'm SO excited for the Oscorp trip tomorrow! I can't wait to see the advancements they made in biological research and engineering. What about you, Pete?"

"Oh, same as always: further study into particle physics, applying string theory into research and experiments, seeing all the cool toys they build to do this stuff with. The usual."

Peter turned a shade of light red when she gave an amused laugh.

"Well, I think it's time to get to class now," Peter suggested. "I'll see you later, Party-Hardy."

Now it was Felicia's turn to blush. "I guess so, tiger."


Peter's day started with first period: Calculus. Today, there was a pop-quiz (which he got an A+ on, of course), but Flash, who sat behind him to the left two seats down, was pelting him with spitballs, which made it very difficult to concentrate. Second period: History. Peter got a 100% for his report on Thomas Jefferson, which made him very glad indeed. Third period: English. He won his in-class debate on the works of William Shakespeare. Fourth period: Gym. Not much to say, because Peter lacked muscle and weighed only 115 pounds, which made it difficult for him to climb the rope, something that Flash and his cronies found humorous.

Finally, fifth period came: Lunch. It wasn't Peter's favorite time of day, granted that most days he was beaten up or humiliated by Flash, but he liked to spend time with his friends. After he ordered his hamburger and milk, Peter presumed to head out to the courtyard and meet up with Eddie and Felicia.

"Hey guys." he said.

"Hey," Eddie said. "How's your day been going so far? Flash bugging you much?"

"Nah," Peter told him. "Just the usual pointing and laughing."

"Alright. Hey Pete, there's someone I'd like you to meet." Eddie's head turned to face a red-headed boy who looked about Peter's age.

Harry Osborn, son of Oscorp CEO Norman Osborn, was sitting at the opposite end of the table. He said "Hey Peter! I haven't seen you in ages! What's going on?"

"Harry?" Peter stammered. "I haven't seen you in 5 years! Where were you?"

"My dad kept sending me to all these private schools, but I flunked out of all of them. So anyway, I'm back! You all excited for the Oscorp trip tomorrow?"

Peter was confused. "How did you know about the trip? Didn't you just get here today?"

"It was my idea to have it in the first place, Einstein."

Peter felt ridiculous as he chewed his hamburger. Why didn't I remember that he's Osborn's son? It's obvious, isn't it?

"Anyway," Harry continued. "I hope you all enjoy yourselves tomorrow. See you then!"

"Okay. Thanks Harry!"

Felicia looked confused. "How did you know who he was?"

Peter simply stated "Our fathers worked together and we were friends in school. That's all."

"Okay." Felicia said, right as the bell rang to go to their sixth and final period: Science.


Peter wasted no time in getting to his locker and pulling out his books that he needed for science. He was going to put his biology homework on Dr. Connors' desk, but it was quickly snatched away by Flash, who said "Sorry Parker, but I forgot to do mine. So I'll be taking yours now! Ha!"

"Give it back, Flash. Now." Peter spat.

"Or what?" Flash sneered.

"Or," said a voice coming from the doorway. "you could spend the afternoon in detention, Mr. Thompson. Your decision."

Curtis Connors, a gifted scientist with one arm and two jobs as both a high school science teacher and an Oscorp employee, was well-respected by his students (save Flash) and Peter's favorite teacher. He excelled at genetics and physics and was a perfect teacher for any student with an aspiration for science (namely Peter and Felicia).

Flash snarled and angrily handed Peter's homework back to him before returning to his seat. Once everyone settled down, Dr. Connors made an announcement.

"Good afternoon." he said in a delighted voice. "I'm sure you're all aware of our little field trip to Oscorp tomorrow, am I correct?"

The class nodded back to him.

"Good," he proudly exclaimed. "because today we are going to do a little review before tomorrow so that you are all well-prepared. First, what are cross-species genetics? Anyone?" He saw a hand shoot up. "Very well, then. Mr. Parker, kindly explain to the class what cross-species genetics are."

"Well," Peter said. "Cross-species genetics is the combination of two or more foreign species in hopes for certain genetic traits and characteristics. Similar to that of artificial selection."

"Very good. And can you explain how this can be used practically?"

"Well, say a person has Parkinson's disease. The brain stops producing dopamine to the brain cells, but a zebrafish can regenerate dopamine cells at will. If you were to cross zebrafish characteristics to the person with Parkinson's, they're theoretically curing themselves. Or if a person loses an arm or leg, crossing a lizard's ability to regenerate limbs at will could regrow theirs."

"Excellent work, Peter! I'd say that there's a scholarship to ESU with your name on it! Now let us move on to-"


As Peter made his way to his locker to get his backpack, he heard a devious voice come from behind him.

"Hey Parker! You don't have Connors here to protect you now! Turn around so I can give you that knuckle sandwich that I promised you earlier!"

"You never said that, Flash."

"Go to hell."

Suddenly, Flash's meaty fist made contact with Peter's fragile face, causing him to get a black-and-blue mark on his right cheek and to fall on the floor.

"Peter! Are you alright?" Felicia asked, worried.

"I'm alright. I'm alright." Peter told her.

"You don't look alright. Do you need to see the nurse?"

"Nah, it's nothing. Besides, I'll miss the bus home."

Eddie came from around the corner. "Jesus, man. You gotta stand up for yourself more often."

Peter replied "I'll be fine. See you guys tomorrow!"

Felicia and Eddie both waved goodbye, their best friend leaving shaken.


Chapter 2: Secrets

Wednesday, 3:00 PM

"Peter! What happened to your face?" his aunt cried.

"I'm fine. It's nothing. I just tripped over a branch on my way back." Peter said, explaining the bruise that formed under his eye as he walked in through the door.

"Oh, well, if you think you're alright, go and help your uncle carry stuff from the basement. We decided that we're getting rid of our old stuff and we would like to see if there's anything you'd like to keep. In the meantime, I'll prepare some ice for your bruise."

"Okay. Thanks, Aunt May."

Peter started to head downstairs when he heard his Uncle Ben call out, saying "Hey Pete! Could you give me a hand with this?"

"Sure, Uncle Ben. On my way."

"Okay, carry those two boxes up for me, and then you can look through everything else when you're done. Maybe you'll find something interesting that I've forgotten about. Like my football trophies!" Uncle Ben chuckled.

"Alrighty, then." Peter said. After carrying up the boxes, he searched every nook and cranny for something of interest. He found some old comic books, a high school yearbook from 1974, and a couple of pictures of Uncle Ben and Peter's father, Richard. While he was inspecting an old camera, he noticed a latch in the floor of the basement. Curiously, he opened the hatch and found a small, leather briefcase with the initials R.P. It didn't take Sherlock Holmes to figure out that this bag belonged to his father. When he was finished, he brought the bag upstairs and opened it up so it's contents could be revealed. He found a pen, an Oscorp identity badge, a calculator, some pencils, a notebook, and a picture that contained Richard Parker, Norman Osborn, Howard Stark, David Banner, Eddie Brock Sr., Reed Richards, Hank Pym, Otto Octavius, and Curt Connors!

Peter was absolutely shocked when he read the names of these men. He knew that Osborn and his father were close workers in the company, but didn't know that he also worked with the former CEO of Stark Industries (father of Tony Stark/Iron Man), a Gamma-radiation pioneer (father of Bruce Banner/The Hulk), his best friend's dad (who he didn't know anything about), the foremost Cosmic-radiation scientist in history (Mr. Fantastic), the inventor of Pym-Particles (Ant-Man), the most successful nuclear fusion scientist (Doctor Octopus, coming from the mechanical arms he wears during experiments), and his own science teacher!

However, these answers only led to more questions. What did they do? Why did he leave? Was it because of this work that he vanished?


Peter was lost in thought while he was eating his spaghetti.

"Peter? Is everything alright?" said a worried Aunt May.

"I'm fine. It's just that when I was looking for stuff in the basement, I just happened to come across a bag that belonged to my dad."

"Oh really?" Uncle Ben asked, looking intrigued. "What was in it?"

"Just a couple of pencils, a calculator, and a picture with a bunch of scientists. Why was the bag here?"

"I didn't even know it was here." Uncle Ben said. "I guess your dad hid it here before he vanished."

"Why would he hide it here?"

"I guess he trusted me enough."

"Okay, thanks Uncle Ben. Thanks for dinner, Aunt May. Sorry I can't stay and chat, but I got a ton of homework to do."

The truth is, Peter didn't have any homework to do. He saw this as an opportunity to go up to his room and search deeper into the contents of the bag. After about another hour, Peter still didn't find anything else. However, when he opened the side zipper, he came to a realization that the inner lining of the bag contained a folder with special documents inside. Mostly they were insurance forms and whatnot, but there was one paper with a series of equations on them, with one large one ending with two zeroes, each with a slash through them. Peter was thriving for answers at this point, but sadly, there was nothing else to look for. He decided that he'd just have to ask Dr. Connors tomorrow what he knew, and maybe he'd find a few answers at Oscorp Industries.


Chapter 3: Oscorp

Thursday, 9:00 AM

Peter's face looked in awe at the Oscorp Tower. Over 100 floors of science and innovation, and his school had a front row seat to it all. There were no limitations to what they might find: cross-species genetics, particle physics, nuclear fusion, advanced robotics, and (possibly) time travel. Peter, Eddie, Harry, and Felicia seemed to be the only students that actually cared about this trip anyway, and everyone else seemed to be suspended in an endless stupor. When they got off the bus, Harry walked to the front of the group and said "Fellow students of Midtown High. Welcome to Oscorp Industries. I hope that you find the tour enjoyable and rewarding. Let's go in, shall we?" Flash and his cronies sniggered at this like the immature brutes they were.


When the group reached the 30th floor, they found the genetics lab at last, where the head scientists were waiting to greeting them. Two of the three men were unfamiliar to Peter, but the third was Dr. Connors.

"Welcome, Midtown Seniors. I am Dr. Miles Warren, the head of the genetics department, and these are my accomplices: Drs. Alastair Smythe and Curtis Connors. We specialize in cross-species genetics, and I'm sure that Dr. Connors has told you what that is, of course."

"Yes, Dr. Warren." The group chanted.

"Good. Well, I must be heading to the physics department, and Dr. Smythe has to head to R&D, so Connors here will guide you through. Good day!"

Warren and Smythe exited the room, leaving the students with Dr. Connors.

"Well, it seems that we're together yet again." The class gave a small chuckle.

"Right now, we are working on two specific projects: spider and lizard DNA. Now, the spiders aren't much; they have been genetically modified with specific traits from other spiders, but right now they're being used to generate a form of webbing silk that we plan to use in bridge repair and body armor. Unfortunately, all tests have proven unsuccessful so far. The real treat is experimentation with lizard DNA. Reptiles have evolved so greatly that they can regenerate entire limbs at will. I'm sure you can see my envy," he said, rubbing his stump. "which is why I strive to create a world without weakness. Now, other experiments we're working on include-"

But Peter didn't hear what Connors said next, because a man had bumped against his shoulder and knocked him into the containers of spiders, and they fell onto the floor just as the man dropped his folders. Thankfully, the group didn't notice any of the commotion.

"Oh, I'm so sorry, sir." Peter said, and started picking up the fallen papers for the man, who's nametag read Dr. Rajit Ratha. However, Peter stopped for a moment when he noticed the same symbol from his father's list of equations: the double zeroes with the slashes. Ratha quickly snatched the paper from Peter's hand before he could read the rest, and hurriedly stormed out of the lab. Peter, disappointed, started to pick up the fallen cases of spiders when he noticed one of them was empty. He then looked on the bottom and found the symbol yet again.

What do these symbols have to do with my father? Was he involved?

His thoughts were cut off when he felt a sudden pinch in his right hand.

"Ow!"

Peter looked down and saw a bite mark on his right hand, along with a dead spider on the floor.


"Alright, group. That's the end of the tour. it's 3:30 now, and you all have to be home by 4:00. Let's go." Connors said. Peter followed closely behind, rubbing the spot where he was bit.

"Hey Pete," Harry said. "Hope you enjoyed the tour. Sorry, I gotta stay here and take care of some business for my dad. See you tomorrow!"

"Okay, thanks Harry." Peter said, still rubbing his hand.

"Hey Peter. What did you think of the tour?" Felicia exclaimed merrily.

"Hey Felicia. I thought it was pretty good. I loved it when Dr. Octavius was able to temporarily sustain fusion. You?"

"The human performance-enhancers caught my eye. My grandfather had served with Captain America during World War II, and had always admired Cap because he saved his life on more than one occasion. Oh Peter!" She noticed the bite mark and looked extremely worried. "What happened to your hand?"

"Oh, this? Probably just a bug bite from a gnat or something." Peter lied.

"Alright, but if you feel that you need any help, don't hesitate to ask me."

"Sure."


The truth was that he wasn't feeling good at all. He felt nauseated, lightheaded, exhausted, and didn't want to speak to anyone on the bus for the whole journey home. As he walked through the door, he felt about ready to pass out.

"Hey, Peter! You're just in time for dinner." Uncle Ben said. "How're you doing, buddy? How was the field trip?"

"Hi, Uncle Ben. It was good. I don't feel well right now. I'm gonna go to sleep." Peter weakly stated.

"Are you okay? Do you want to have a bite?" Aunt May worriedly asked.

"No thanks. Had a bite." Peter wasn't in the mood for making jokes right now, but he still couldn't resist. "'Night."

As Peter closed his bedroom door, he took off his jacket, backpack, shirt, and glasses and stared at the mirror at his image. He looked sickly thin (as he normally did) and had a very pale face. He looked as if he were about to throw up all over the floor. He clambered over to his bed, but collapsed on the ground, pulling his bedcovers down with him. He passed out, and kept weaving in-and-out of strange dreams, one with spiders crawling all over his body, another with Felicia being dragged away from him by a shadowy silhouette, images of his father that he never saw, and repetitive flashes of red and blue. Through the night, he could feel his body burning, his skin stretching, his bones cracking and reforming, his muscles contracting and shifting, and his mind feeling torn open and shut again. The last thing he remembered in his sleep was a giant spider inching towards him. He wanted it to end the pain for him, just have it be all over. The spider raised its head, exposing it's fangs, and lunged forward, causing everything to go black.


Chapter 4: Powers

Friday, 7:00 AM

BEEP! BEEP! BEEP!

Peter got up very suddenly and hit his alarm clock with great force, causing a "crack" to sound. He then got up off the floor not feeling sick at all. Rather, he felt really good today!

When he reached for his glasses, he found that the entire world had gone fuzzy when he put them on. They must be dirty. Peter thought. So Peter cleaned them, and they were still blurry to his vision. However, when he went in front of the mirror to try them on and off, he realized that his vision became blurry with glasses and that his regular eyes were 20/20 perfect. After he set his glasses back on his dresser, he saw that his alarm clock was completely smashed.

"Weird." Peter uttered quietly. That is until he looked at his body in the mirror.

Somehow, it had transformed overnight. His biceps, triceps, and quadriceps were bulging in pure muscle mass. He had acquired several pounds worth of muscle onto his body. A six-pack formed beneath his now-humongous chest. He had even grown a couple of inches taller.

"Peter," Aunt May called. "are you alright?"

"Well, uh, I'm fine." Peter said in awe over his new body.

"Any better this morning? Any change?"

"Change?" Peter asked, followed by looking down his underwear. "Yep. Big change!"

"Well, hurry up! You're going to be late!"

"Right."

Peter began putting on his shirt when he saw Felicia next door through his window, brushing her golden-silk hair. She didn't know that he was watching her do this, and Peter just stared, dumbfounded, until she put on her jacket and left, closing the door behind her.

"Okay." Peter said aloud, smiling.


As he ran down the stairs, Peter felt a sudden urge to slide along the railing and jump into the kitchen. He did, which surprised his aunt and uncle.

"Jesus, I thought you were sick!" Uncle Ben laughed.

"I got better." said a smiling Peter. "Bye guys!"

"You haven't eaten anything. Have you got your lunch money?" Aunt May asked.

"Yeah, I got it."

"Hey, Michelangelo. Don't forget we're painting the kitchen right after school, got it?" Uncle Ben said.

"Sure thing, Uncle Ben. Don't start without me!"

"And don't start up with me." He gave Peter the thumbs up, and he smiled.

Today seems like it's going to be a great day.

But by then, the bus had already driven 3 blocks ahead.


"Hey! Stop the bus!" Peter shouted.

He started running for the bus, hoping that it would see him and stop, but never expecting to catch up to it whilst moving. But how wrong he was! When he ran, he didn't feel out of breath or exhausted, and seemed to be running faster than most of the cars. When he had finally caught up to the bus, he started banging his hand against the windows and side, shouting to stop. The students laughed at Peter as he was constantly trying to get on.

"Tell him to stop-"

Whatever was to come out of his mouth next was silenced when he placed his hand on the paper banner for Midtown High Football (Go Wildcats!) and it tore off from the side of the bus, sticking to his hand.

Peter stopped dead, and the bus drove away. He started prying the paper from his hand, and found it very difficult to do. When he finally did manage to pull it off, he found no glue or sticky substance that would keep his hand stuck to the paper. Peter looked at his hand with a puzzled expression on his face.

What is going on here?


Out of instinct, Peter started running again, and he was running so fast that he made it to school before his bus had a chance to arrive. After all of that running for what must've been more than a mile, he didn't feel the slightest out of breath, and felt that he could keep on running for several hours without stopping.

When his bus did arrive, he gave a confident smirk to the students as they got off. Eddie came off somewhere in the middle of the mass of teenagers, and had a dazed expression when he saw Peter.

"Peter? I thought you missed the bus and were trying to catch up. How'd you get here so quickly?" Eddie asked.

"I ran." Peter said, with a smile on his face.

The majority of the day was the same as always, but when fifth period came, everything was different.

Today's game was dodgeball: Peter's least favorite game because he always managed to get hit by Flash. Mr. Coulson blew his whistle, and the gym was suddenly filled with flying red rubber. All at once, Peter felt a tingling sensation in his brain telling him to move to the left. He looked around, and sure enough Flash was throwing a ball at him, but this time, everything around him just slowed down. He could see the ball in mid-air, slowly moving like in those action films. He could also see the other students in slow-mo, but he decided to listen to this voice before he got squished. So, he moved to the left, with the ball missing his face by mere centimeters. Flash had a furious look on his face and threw another ball when Peter had his back turned. Sure enough, the tingling sensation came back and told him to turn around and grab the ball. He turned and grabbed the ball with one hand, with little force acting against him. Flash looked ready to devour Tokyo, and Mr. Coulson told him to sit out. He furiously shouted "NO!" and threw yet another ball, which Peter dodged and saw this as his chance to get back at Flash.

"Come on, Parker! Bring it!"

Peter ran forward and threw the ball at Flash, knocking him back thirty feet and onto the floor.

"Oh my God." Peter said. He was scared now. Something was totally off.

Thankfully, that's when the period ended.


Lunch came, and that's when Peter had a chance to try to calm down and think. Then, he saw Felicia carrying her lunch tray and walking towards the table. Peter felt some relief at the sight of her, but the tingling sensation came back when she slipped on spilled orange juice, causing her to start falling and her lunch tray to fly into the air. Peter spun around and caught her, and then caught her tray and its contents.

"Wow," she gasped. "great reflexes! Thanks."

Peter's face turned red. "No problem."

"Hey, you have blue eyes. I never noticed with your glasses. Did you just get contacts?"

Unable to give a proper explanation and not ready to lie to her again, he just smiled like a dork. Then she smiled.

"Well, see ya." Then she left for the other end of the table.

Peter sat down, feeling stupid. Why did you just smile like that? God, you're such a loser!

Those thoughts were pushed aside when he saw that his fork was stuck to his hand. When he tried pulling it off, he noticed it had a white, sticky substance attached to both the fork and his wrist. He flicked his wrist forward and pressed his middle and ring fingers on his palm to see his hand and get whatever it was off, and the same substance came straight out of his wrist as a line and attached itself to an abandoned lunch on the other table. Peter was freaked out, but thankfully, no one noticed this at all. In an attempt to disconnect the line from his wrist, he yanked back the line in hopes that it would snap, but instead carried the lunch tray across the cafeteria and almost hit his head, if not for the tingling yet again. But out of all the students at Midtown, all those that liked or hated Peter, the lunch tray just so happened to land on the shoulder of one Flash Thompson. Flash, covered in spinach and corn, looked furious enough to break Peter in two.

Luckily, an announcement came over the intercom, which gave Peter time to escape.

"Attention to all students and staff: because of an emergency staff meeting today, sixth period is cancelled and you are all asked to board your buses immediately. We hope you had a great day and hope you have a good weekend."


Peter was just pulling out his jacket and backpack from his locker when he felt it again: the tingling came back and saw a fist coming from behind him. He successfully avoided the punch (which dented his locker) and turned to face a bloodthirsty Flash, who mocked "You think you're pretty funny, don't you, freak?"

Felicia race-walked towards the circle of students surrounding the two adversaries. "Flash, it was just an accident."

Flash snarled. "My fist breaking his teeth, that's the accident!"

"I don't want to fight you, Flash." Peter stated.

"I wouldn't want to fight me neither."

He started throwing punches from every direction towards Peter, but he was able to dodge every single one. One of Flash's cronies tried tackling him from behind, but, again, the tingling came and Peter did a triple-backflip over the guy, causing everyone standing around to gasp in awe.

"All yours, man." said the crony. Flash pushed him aside and threw several punches at Peter in a relentless fury. His last punch was caught in Peter's hand, and he twisted his arm and punched him hard, sending him across the hall.

Everyone in the area either cheered for Peter or showed absolute terror on their faces, with the crony saying "Jesus, Parker, you are a freak." The smile he had for a brief second vanished at these words and the look of Felicia's face. Eddie then said "Peter, that was amazing!"

Peter picked up his backpack and ran out of the school, leaving Felicia in shock and Eddie calling out to him. "Peter!"


Peter ran, ran, and ran for several minutes before stopping in an alleyway to think. He was scared out of his mind.

What's happening to me? All of these things, how am I able to do this? It's not possible. It can't be. It can't...

His eyes then focused all of his attention on the mark where he was bitten.

Of course! Peter concluded. The scientists at Oscorp were working on cross-species genetics and managed to create genetic super-spiders, and one of them bit me! That means now I have the powers and abilities proportionate to that of a human-sized spider! I wonder what else I can do?

Peter turned to face the wall to see if he truly was like a spider. He placed his hand on the wall and felt suction between the two. He did so with the other hand, and again and again until he had both of his hands and feet sticking to the side of the building, like a rock climber on the side of a mountain. He didn't realize how high up he was until he looked down and saw that everyone in the street looked like ants.

Peter felt a wide grin spread across his face. "WOO-HOO!"


Peter was jumping over rooftops, screaming of joy as he did so. Picking up speed wasn't a problem, and neither was performing death-defying jumps. His "Spider-Sense" (as he called it) helped him to recognize how much force was needed to jump the gaps. When he came to a point where there was a gap too big for even him to jump, he saw an unmanned crane on one rooftop, with the crane arm sticking out over the street below. He remembered earlier when the white and sticky substance (which he guessed was spider webbing) had came out of his wrist and stuck to the tray. He wondered if he could use this to get across the gap. He extended his arm forward, but then he suddenly forgot how he was supposed to do it. So Peter tried flicking his wrist back and said "Go web!"

Nothing. He used the same gesture.

"Fly."

Nothing. He sent his arm back and thrust it forward.

"Up, up, and away web!"

Peter felt stupid. He wasn't Superman.

"Shazam!"

He felt even more stupid. He wasn't Captain Marvel either.

Peter formed three more gestures, one with his fingers clenched except for his middle and ring, another as a thumb-up, and the third being the devil horns that you can see at rock 'n roll concerts.

"Go! Go! Go web, go!"

Peter, frustrated, pressed his fingers when he was making the horns, and a line of webbing shot out through his wrist and went over the next building. He knew what to do now, so he extended his wrist forward, aimed at the crane arm, and pressed his two fingers down. He fired another line, but it missed its intended target. Peter adjusted his aim, fired again, and the webbing made contact with the arm.

He gripped tightly on the web, and prepared to swing himself across the gap. Nervous, he looked down to see how far he would fall if he messed up.

"Tally-ho." Peter said, trying to lift his fears.

He swung across, screaming as he did so. He then realized that the line was too long and, ironically, ended up smashing against a billboard of a car at the window.


It was late now. Peter knew that his aunt and uncle would be mad at him for not coming home right after school and helping them paint the kitchen. Disappointed with himself, he walked in and found that they had gone out to dinner, indicated by a note scribbled in what looked like Uncle Ben's handwriting, saying "Michelangelo! Meatloaf and veggies in oven. Paint as much as you can." After he had cooked and eaten his own dinner, he used his new powers to paint the rest of the kitchen (walls, ceiling, etc.) and then he took out the garbage. While outside, he heard shouting coming from next door. He knew what was going on.

Walter Hardy, Felicia's father, was a good businessman, but not a great father. He frequently got drunk and hurt her, blaming her for his wife's death and his miserable past. The shouting stopped when Felicia came out back and saw Peter's face, and, frustrated, asked "Were you listening to that?"

Ashamed, he said "No. Well, I heard, but I was just taking out the trash."

"I guess you can always hear us." Felicia had a tear on her cheek.

"Well, everybody shouts." Peter said, trying to be comforting.

"Your aunt and uncle don't."

"They can scream pretty good sometimes." Peter, wanting to change the subject, said "Listen, today at school with Flash..."

"You really freaked everyone out, including me."

Peter felt ashamed, and wanted to make up for it in some way. "Is he alright?"

"He'll be fine." Felicia said. "He's just glad you didn't break his neck for graduation."

Peter then remembered that graduation was only three weeks away.

Felicia followed by asking "What are you going to do after you graduate?"

"Well," said an unsure Peter. "I want to move into the city. Go to ESU, get a job as a photographer, work my way through college, then perhaps become a physicist. What about you?"

Felicia bit her lip. "I think that I want to move into the city, too. I'll go to ESU and study biology, of course. But, I also want to..." She blushed.

"Come on," said Peter. "Try me."

"Well, I want to," she paused for a moment. "Act. On stage. I just love drama."

"Really?" asked a surprised-yet-happy Peter. "That's perfect! You were awesome in all those school plays."

Felicia's face lit up. "Really?"

"Yeah. I cried like a baby when you played Cinderella."

Her face turned into a not-that-amused look. "Peter, that was first grade."

"Well," Peter said. "Even so. Sometimes, you know people. You can just see what's coming."

"What do you see coming for you?" she asked.

"I don't know, but whatever it is, it's something I've never felt before." Peter said.

"And what do you see coming for me?"

"You?" Peter said. "You're gonna light-up Broadway."

Felicia smiled and said "Thanks, Pete." She turned to walk towards her back door, then she turned and said "We should catch up more often. A car ride might be nice." Peter said "Sure. No problem." and she walked inside her house. Peter then felt stupid. I don't even own a car. I could use Uncle Ben's, but I don't think that she'd be impressed with a rust bucket.

After he went inside, he noticed a newspaper with a bunch of car ads, one for a Ford for $2,899.99, the cheapest one on the list. Under the prices, Peter saw an ad for an amateur wrestling competition reading "Need Cash? $3,000 for 3 minutes in the ring with Bonesaw McGraw! Colorful characters a must!"

An idea formed inside Peter's head. He was going to need thread. Lots and lots of thread.


Chapter 5: Osborn's Gambit

Friday, 8:00 PM

Norman Osborn, CEO of Oscorp, was sitting in his office, frustrated with the recent events in his company within the last 36 hours. He took a large gulp of whiskey, and slammed his glass on his desk hard. Osborn then recollected everything that had happened in the last few hours and ran them though his head again. First, one of the genetically-enhanced spiders was found dead in the genetics lab. He furiously shouted at Dr. Warren for not keeping them safe and intact. Second, all tests for the human performance-enhancer serum had failed due to the rats experiencing episodes of violence, aggression, and insanity. Third, all tests in cross-species genetics had been unsuccessful because the rats had not accepted Connors' reptile DNA serum due to the decay-rate algorithm. Fourth, General Slocum and the Board of Directors had given him a two-week deadline for a successful human trial for either the super-soldier serum or the reptile serum, or else they would pull his funding and give it to Quest Aerospace, along with the Board demanding his resignation.

Osborn knew he was running out of time. He had to do something before his entire company collapsed. He should've realized that lizard DNA was a dead end ever since Richard Parker had vanished.

If only he trusted me more than Fury...


Osborn headed down to the performance-enhancers lab, where it was abandoned of everyone except Dr. Mendel Stromm, who seemed to be deep in doing research.

"Dr. Stromm. Good evening."

"Hello, Mr. Osborn. What brings you here?" Stromm asked.

"We need to proceed with the human trials on the performance-enhancers immediately." Osborn demanded.

Stromm looked fearful. "Human? They're not ready yet. We need to take the whole line back to formula first. Afterwards, we need to find a proper medical staff and volunteer. Just give me two weeks."

"Two weeks?" Osborn raised his voice. "In two weeks, we'll have lost the contract to Quest and Oscorp will be dead. Sometimes, you gotta do things yourself. Here, help me make some adjustments to the serum before we use it."

Stromm was not a fan of this idea, but he consented to help him anyway.


After the two scientists were done making the necessary changes, Osborn and Stromm inserted the serum into the slot where it would be vented into the gas chamber. As Osborn was taking off his shirt and tie to go into the chamber, Stromm said "Mr. Osborn, please. We can't do this!"

"Don't be a coward," Osborn snapped. "Risks are part of laboratory science."

Osborn settled himself on the metal bed where Stromm fastened the cufflinks to his arms and legs. After securing him, Stromm went over to the computer and activated the code to slide Osborn into the gas chamber. He gave a nod to proceed, and he punched in the activation code for the gas to start venting in the chamber.

At first, Osborn's vitals appeared normal. He was showing a significant increase in strength. But soon, he started spazzing out. He was flailing his arms and body and started screaming.

"Norman?" Stromm asked, scared.

Osborn's heart rate was over 200 bpm, and the spazzing didn't stop even when Stromm vented the chamber. Suddenly, Osborn stopped moving entirely, with his heart rate now at 0.

"Oh my God! Norman!"

Stromm entered the chamber and started performing CPR on Osborn, when suddenly he heard a beeping noise and turned to see that his heart was beating again.

Osborn opened his eyes and grabbed Stromm by the throat. In a dark, cold voice, he said "Back to formula?"

Norman Osborn threw Dr. Stromm out of the chamber window, sending him right into a table with electrical equipment. Jumping out of the chamber, he screamed as he made his way towards him, so he could finish him off.


Chapter 6: The Sins of Our Fathers

Friday, 9:00 PM

Walter Hardy, angry and drunk, answered his ringing phone and grudgingly asked "Who is this?"

"Why hello, Mr. Hardy. How are you this evening?"

Hardy's heart skipped a beat when he heard the voice. Why would he ever call here?

"I've told you," Hardy angrily said "I'm not doing it! Our business is finished! You hear me?"

"Maybe so," the voice said. "but Felicia doesn't know that, does she? After all these years, you still haven't told her the truth about why you're never around or why you've been so cross with her."

"It was for her own safety." Hardy snarled.

"Well, if you refuse to do what I ask one last time, then we'll see how that 'safety' works then." said the voice in a sadistic tone.

Hardy was furious, and ready to pound him into oblivion. But he knew what would happen if he tried. He couldn't jeopardize Felicia's safety for his anger and regret. So he said "Alright, but this will be the last time."

"Indeed. You have a four-week deadline to retrieve the super-soldier serum from Oscorp. It's a bit unstable now, but if you don't get it for me in that time frame, then, well, whoops."

"You haven't heard my last, Fisk."

Hardy slammed down the phone and went to bed.


Chapter 7: Clothes Make the Man

Saturday, 8:00 AM

Felicia got up slowly and brushed her golden hair out of her eyes. She looked out her window to see what the weather was like and what Peter was up to. It was fair outside, but Peter looked intensely into sketching something. She was curious as to what he was sketching, but, as the phrase goes, curiosity killed the cat.

After she got dressed for the day, Felicia went downstairs for some breakfast, but ran into her father on the stairs.

"Morning, Daddy." she said. "How are you today?"

"I'm fine," Walter said. "Listen, I'm really sorry for my actions over the past few years. I haven't always been there for you, and I should never have hit you. It's just been hard without your mother, Felicia. I'm going to be a better father from now on. Now, I made some toast for you, honey. It's downstairs on the table."

"It's alright, Dad. Thanks." Felicia said weakly.


Peter sat in his room, coming up with ideas for a costume to wear to the wrestling contest. They all varied in shapes, sizes, and color. One involved a ninja-like appearance with a giant red spider on the chest, another of one with multiple arms attached to a dark blue jumpsuit, and many more. But one of them really caught his attention: a red-and-blue spandex outfit with webs and eyes on it.

It took him several hours to produce the costume, but Peter was satisfied with the results. The suit was skin-tight, so he could easily wear it under his normal clothing. It was a red suit, with blue leggings, back, and from the end of his wrists to under the armpits and along the sides. The red part of the suit went over his shoulders, the outside of his arms, the torso piece in the middle between the blue, the belt that formed under the centerpiece and sides, and his boots, gloves, and mask. The red parts had a raised web design that formed a pattern in the suit while the blue parts stayed plain. The boots and gloves had the same web pattern, as did the mask. The mask had two eyepieces that formed pointed spider eyes. The material used allowed him to see through clearly, but no one else could see into his mask. The back had a large, red spider on the blue area, while the front had a smaller, black spider on the red and on top of the webbing.

Now that he had a costume, Peter needed to come up with a name. After a while, he decided to call himself Spider-Man.

Not bad, if I do say so myself. Spider-Man thought.


Chapter 8: The Decay-Rate Algorithm

Saturday, 4:00 PM

Peter hid his suit underneath his bed for when the time of the match came. Afterwards, he took out a book and started reading it: A Splice of Life by Dr. C. Connors. He decided to take a break from thinking about his powers to thinking about his father, instead. He skimmed and scanned every page for a hint at his work with Connors, until finally he found a page including a series of formulas and the double zeros with the slashes marked "The Decay-Rate Algorithm." The page explained how Connors had spent years trying to solve the equation, but with no success. Peter then grabbed the formula sheet and found that the sheet had matched what the book was trying to find. Astounded, Peter decided to go over to Dr. Connors' house and explain to him what he had found.

After walking two blocks from his house, he rang the doorbell to Connors' house. When the door opened, Connors greeted Peter and asked "What are you doing here, Peter?"

"You worked with my father, Richard Parker. Is that right, Dr. Connors?" Peter asked.

"Yes," said Connors. "I'm terribly sorry that I've never told you about that. Please, come in, come in. I just brewed some coffee. Would you like some?"

"Yeah, sure. Why not?"


"You know," Connors said while pouring the coffee. "you remind me a lot of your father, Peter."

"Thanks," said Peter, but now it was time to ask him what he came for. "Listen, I was reading your book the other day, and you say that you haven't been able to solve the decay-rate algorithm, right?"

"Right," Connors said, but his face had fallen. "When your father and I worked together, we had dreamed together about a world without weakness. We were going to change the lives of millions, including my own. Then, he developed those spiders that you saw on the trip, and the results were beyond achievable. They were spectacular. They were amazing. They..."

Connors let out a heavy sigh.

"Then he left. I don't know why or where he was going. After he had left, there was nothing more to do because he was the only one to figure out the algorithm. And I was," He paused for a moment. "angry. So, I stayed away from your family, and for that I am truly sorry."

"It's alright, Dr. Connors. Listen, I may have found a solution to the algorithm." Peter said, heading over to the nearby chalkboard and writing down what he had memorized from the paper.

Connors was stunned when he looked at the equation in front of him. "How'd you come up with this?" he asked, puzzled.

Peter, not wanting to jeopardize his father's research, simply pointed at his brain.

"Peter, how would you like to come and visit me at the Oscorp Tower one day after school?"

"Sure thing," said Peter. "I'll check with my aunt and uncle."

"Okay. Goodbye, Peter."

"Goodbye, Doc." Peter said, and then exited the house.


Chapter 9: Norman's Revelation

Saturday, 3:00 PM

Norman Osborn woke up on the floor of his office, having a bad taste in his mouth. He had the strangest dream, and the last thing he remembered was constant fidgeting. Dr. Stromm was there, and so was the laboratory and the serum. Osborn couldn't remember anything else that had happened, but found it strange that he was on his office floor and not wearing his shirt. He saw a light-green dress shirt on a nearby couch and put it on, and just then, the door opened and his son Harry walked in.

"Dad? Where were you? What are you doing on the floor?" Harry asked.

"I don't know," Norman said truthfully.

"Have you been there all night?"

"Well," Norman said. "Last night I was-"

"Mr. Osborn!" Dr. Warren interrupted when he entered the room. "Thank God I've found you. I have some bad news. Dr. Stromm is dead."

"What?" asked Norman, shocked.

Dr. Smythe entered the room next. "They found his body this morning in the performance-enhancers lab. He's been murdered, sir."

"What are you talking about?"

"I just came from R&D, Mr. Osborn," said Smythe. "The experimental flight combat glider and flight suit have been stolen as well."

Norman looked like he might have a heart attack. "Who could have done such a thing?"

"I don't know, but we're trying to figure that out right now." Warren said.

Things just keep getting better and better, don't they? Norman thought.


Chapter 10: Meeting Connors

Tuesday, 5:00 PM

Peter made his way over to Oscorp Tower once again. Dr. Connors had told him to meet there today so they could work on the formula together. Over the weekend, he practiced a lot with his new powers, managing to crawl to the top of Manhattan's tallest skyscrapers and learning how to swing on his webs properly. On the way, he saw a mugging taking place. Although he technically wasn't a superhero, he still felt a need to intervene with the crime.

"Don't move!" said the mugger, pointing his pistol at the woman he was robbing. "Give me the damn bag now!"

"Yo," Spider-Man said to the thief. "Didn't your mommy tell you it's not nice to steal?"

"Who the hell are you?" asked the thief.

"Nuh-uh-uh! Watch the language, buddy. If you can't say anything nice, don't say anything at all." Spider-Man said.

"Piss off!" the thief shouted, and he started shooting at Spidey. Thanks to his Spider-Sense, he was able to dodge every bullet until the clip was empty.

"Yikes! Those things are dangerous, you know!" Spider-Man mocked.

"How the hell were you able to do that?" asked the mugger, dumbfounded.

"Well, thanks to your mouth," Spider-Man then yanked the gun from his hand using his webs. "you get you toy taken away."

"Why you little piece of-"

"All I asked was that you watch your language, and what do you do?" Spider-Man then knocked the thief out and webbed him against the wall. As he was prepping to swing away, the woman said "Thanks for saving my life! What's your name?"

"Spider-Man." Peter said, then he swung away.


"Peter! There you are. What took you so long?" Dr. Connors asked when he saw Peter enter the genetics laboratory. Peter replied by saying "Sorry, Doc. Traffic jam."

"Alright." Connors said. "Ready to play God?"

Peter nodded.

"Excellent. First, do you still remember the solution to the algorithm?"

"Yeah." Peter said.

"Good. Now, I need you to enter it into this computer. This device allows us to test serums and models without using live test subjects and real devices."

He then entered the algorithm into the computer. Connors said "If this works, we'll have made the greatest scientific breakthrough of the century!"

Peter, after dragging the equation to the spot where it would be virtually synthesized, said "Yeah, that'd be great! But lets not get our hopes up just yet. We need to run some tests first."

Connors activated a floor-to-ceiling hologram showing a virtual new serum and a three-legged mouse called "Freddie."

Connors pressed the button to see the simulation of what would happen if they tested it on the real Freddie. The computer voice said "Downloading algorithm. Pending. Failed. Subject deceased."

He pressed the button multiple times, each test coming up as a failure. After almost giving up, the computer said "Formula accepted. Regrowth of missing limb in progress. All vitals: normal."

They had done it. Peter's face turned into a smile and Connors stood awestruck. It had finally worked.

"Great work, Peter! I knew I couldn't have done it without you. Now, we need to actually test it. Here, hold Freddie steady for a second." Connors said.

"I will. " Peter said, clutching Freddie tightly.

"Be careful," Connors said when he was ready to inject the synthetized serum. "I wouldn't want to get you by mistake. Human trials aren't until next week."

They both laughed, and Peter thought about what it would be like to be a Spider-Lizard.

Freddie was injected with the serum and placed in the incubator. The trial was a success. They were going to go on and become revolutionary scientists. They would be able to change the world.

However, sometimes, it doesn't always pay to be right about something.


Chapter 11: Great Power

Friday, 8:00 AM

Peter felt like the king of the world. Ever since he got his powers, things seemed to be going right for him. He never felt tired or out of breath, Flash was too scared of him to even come close, and he felt a new surge of confidence when speaking to others. His grades were still the same (all perfect, of course), and he wasn't any more popular, but he felt great all the same. As he made his way into school, he heard a familiar voice.

"Hey, Pete." Felicia said.

"Hey, Felicia. How are you today?" Peter asked.

"I'm fine. Hey, uh, listen. If you want to, I don't know, do something sometime, I-I'm free any day of the week. So..." she looked nervous.

"What, do you mean like, uh, like a walk o-or a movie or something? We could do that, or, um... or we could do something else i-if you want." Peter looked as if his knees would buckle.

"Yeah," Felicia replied. "Something like that would be nice. It doesn't have to be a date i-if you don't want it to be. Uh, I have to go to class now, so, uh, I'll catch you later."

"Okay. See you later."

Peter felt that now he could take on the whole world. Somehow, for whatever reason, the love of his life just asked him out for a date. He was the happiest he could ever be, and not much else seemed to matter anymore. All he could think about was him and Felicia, and how he had to win that prize money tonight.


Peter put his costume on underneath his clothes, and proceeded to head out the door in time for the match.

"I'm going to the downtown library to get some schoolwork done. I'll see you guys later." he said to his aunt and uncle. Suddenly, Uncle Ben got up and said "Wait Pete, I'll, uh, I'll drive you there."

"No, I'll take the train." Peter said.

"Never mind that, I need the exercise. Go on, go." he said as he ushered him out the door and waved goodbye to Aunt May.


After pulling up on the side of the street next to the library, Peter unbuckled himself and said "Thanks for the ride, Uncle Ben. See you-"

Uncle Ben interrupted by saying "No, wait, Peter. We need to talk."

Peter, not wanting to waste anymore of his time, said "Oh, we can talk later."

"We can talk now, if you let me."

Peter almost whined when he asked "What do we have to talk about right now?"

Uncle Ben answered "Because we haven't talked for so long, your Aunt May and I don't even know who you are anymore. You skip your chores, you have all those weird experiments in-in your room, you're not home half the time, you start fights at school-"

Peter became frustrated and said "I didn't start that fight, I told you that!"

Uncle Ben made a comeback by saying "Well, you sure as hell finished it. I'm glad you didn't get in trouble."

"Well, what was I supposed to do," Peter retaliated. "run away?"

"No, you're not supposed to run away, but-" He stopped mid-sentence. "Pete, look, you're changing. I know, I went through exactly the same thing at your age."

Peter lightly smiled at this and said "No, not exactly."

"Peter, these are the years when a man changes into the man he's going to be for the rest of his life. Just be careful who you change into. This guy, Flash Thompson, he probably deserved what happened, but just because you can beat him up, doesn't give you the right to. Your father had a principle, more like a code really, and he believed that if you could do great things for others, you have an obligation to do those things. Remember, with great power comes great responsibility." Uncle Ben said, a hopeful shine in his eyes.

Peter was now angry that Uncle Ben had even brought this up. "Are you afraid that I'm gonna turn into some kind of criminal? Quit worrying about me, okay? Something's different. I'll figure it out. Stop lecturing me, please!"

Uncle Ben tried to calm him down. "I don't mean to lecture and I don't mean to preach. And I know I'm not your father."

"Then stop pretending to be!" Peter shouted.

Uncle Ben's hopeful expression faded into a disappointed and sad face. "Right," he said, lightly nodding. "I'll pick you up here at 10:00."

Peter wanted to apologize for what he had said, but decided against it and exited the car. He watched his uncle drive back towards Queens, feeling ashamed of himself. Instead of going into the library, he turned right and headed for the wrestling arena.


Peter headed up the stairs of the arena, and got up just in time to see a large, muscular wrestler drive his elbow into the chest of his opponent. The referee came out and slammed his hand against the ring floor, shouting "One! Two! Three!" He raised the man's arm and said "Winner!"

As the man grinned devilishly, the announcer said "Ladies and gentlemen, give it up for Bonesaw McGraw!"

The crowd cheered loudly for Bonesaw, and the announcer said "For $3,000 dollars, isn't there anyone man enough here to take on this mountain of testosterone? Who?"

Someone in the crowd said "Bonesaw!"

The announcer boomed "I know who... The Flying Dutchman!"

The crowd booed at the very name, and Peter knew it was pointless to keep watching. He went into the bathroom, put on his suit, and pulled his mask over his head. He looked at himself in the mirror and said "Showtime."

Spider-Man made his way over to the woman with the contestant roster. Without looking up, she said "Next!"

"Hi, I'm Spider-Man." he said.

She looked up and met his large eyes. Observing his physique, she said "There's no featherweight division for you hear, small-fry. Next!"

Spider-Man was irritant. Small-fry? He responded by quickly saying "No. Sign me up."

The woman sighed and said "Okay. You do understand that NYWL won't be responsible for any injury you may, and probably will, sustain, and that you're volunteering on your own free-will?"

"Yes."

"Down the ramp to the left. May God be with you." she said. "Next!"


The Dutchman charged toward Bonesaw, but Bonesaw grabbed him and threw him over the ring, saying "They don't call you the Flying Dutchman for nothing!"

The crowd cheered at Bonesaw, and the ring announcer asked "Are you ready for more?"

He handed Bonesaw the microphone. "Bonesaw is ready!"

"Will the next contestant enter the arena at this time? If he can last just three minutes in the cage with Bonesaw McGraw, the sum of $3,000 dollars will be paid to..." He pulled the mic away from his face and asked Peter, standing behind a curtain, "What's your name, kid?"

Peter said "Spider-Man."

"Oh, that sucks." He pulled the mic to his lips and said "The sum of $3,000 dollars will be paid to the terrifying, the deadly, the Amazing Spider-Man!"

The curtain pulled back, and Spider-Man was instantly greeted by booing and insults, in addition to bags of popcorn. As he walked down the aisle, he saw the Dutchman being carried away on a stretcher, screaming in pain.

"Oh, my God! Oh, my legs! God, I can't feel my legs!"

Suddenly, the crowd started chanting "Kill him! Kill him! Kill him!" Spider-Man was now extremely nervous when he entered the ring. When he did, he saw barred metal walls descending from the ceiling. An excited fan shouted "Cage!" Something was wrong. This wasn't in the ad.

"Will the guards please lock the cage doors at this time?" the announcer boomed.

"Hey, listen," Spidey pleaded. "this is some kind of mistake. I didn't sign up for a cage match! Hey! Unlock the thing! Take the chain off!"

"Hey, freakshow!" Bonesaw shouted. "You're going nowhere. I got you for three minutes! Three minutes of playtime!"

The bell dinged. The match had begun.

Bonesaw charged forward, but Spider-Man jumped up and stuck his hands against the cage bars, looking down at the wrestler just as his head made contact with the wall.

"What're you doing up there?" Bonesaw demanded.

"Staying away from you." Spidey said mockingly. "That's a cute outfit! Did your husband give it to you?"

Bonesaw screamed, and Spider-Man did a flip over him. He attempted to lunge at him again, but Peter used his webs to pull himself up and over him.

Someone had handed Bonesaw a chair, saying "Finish him!" Before Peter could react, he hit him in the head with the chair, knocking him to the ground. He did this multiple time until he was barely able to stand. Bonesaw then picked Spider-Man up and slammed him against the bars. After dropping him to the ground, someone handed Bonesaw a crowbar and said "Kick his spider ass!"

Jesus! Are they really trying to murder me?

But this time, Spidey was too quick for him, and started kicking him multiple times in the chest and face. When Bonesaw raised the crowbar for one final strike, Spider-Man's feet made contact with his chest and carried him over his body, sending him into the bars and falling to the floor. He was knocked out cold.

As the cage bars were raised, the referee said "One! Two! Three! That's it! That's it! Winner!" He raised Spider-Man's arm in victory.

"Ladies and gentlemen, give it up for our new champion Spider-Man!" the announcer boomed. The crowd had then started chanting his name.

"Spider-Man! Spider-Man! Spider-Man!"

Peter couldn't have felt any happier at that moment. People were finally respecting him. He won the match and also the prize money. He could feel the eyes of hundreds watching him, and felt overwhelmed in pride.

I could get used to this. he thought.


Chapter 12: Great Responsibility

Friday, 9:30 PM

Peter headed toward the fight-promoter's office to collect his reward. When he walked in, he saw piles and piles of the fine-green paper, with the promoter and his assistant counting it by hand.

"Ahem," Peter said. "uh, I'm the guy that won the match. Can I please have my money now?"

"Eh," the promoter said. "Sure, Mr., uh, Spider-Man." He placed a $100 dollar bill on the desk in front of Peter. "Now get outta here."

He had an irritated tone in his voice. Looking at the bill, Peter asked "A hundred bucks? The ad said $3,000."

"Well check it again, Webhead." The promoter raised his voice. "It said 3 grand for 3 minutes, and you pinned him in two! For that, I give you a hundred, and you're lucky to get that."

"I need that money!" Peter demanded.

"I missed the part where that's my problem." the promoter scoffed.

Peter, frustrated and angry, took his money and left the office, and at the same time, another man walked in and threw a bag at the promoter.

"Hey! What the hell-"

The man had raised a pistol at the promoter and said "Put the money in the bag."

As Peter was pushing the button to go up the elevator, he heard a shout come from the office saying "Hurry up!" The thief raised his gun and hit the promoter in the head. He ran out of the office, and the promoter and a guard ran for him, shouting "Hey! He stole the gains! Stop that guy! Stop him! He's got the money!"

Peter knew he could help; he had the powers and abilities to stop this guy before he could get away. But he was furious at the promoter. Furious that he had not given him what he earned. So, when the elevator door opened, he stepped back and let the thief get away. Before the door closed all the way, Peter could hear him say "Thanks!"

The guard pounded on the door, then turned to Peter and shouted "What the hell's the matter with you? You let him go!" Turning to his partner who had just entered the hallway, he said "Cut him off at the lobby and call the cops!"

The promoter, rubbing the spot where he was hit, walked up to Peter and said "You could've taken that guy apart! Now he's gonna get away with my money!"

"I missed the part where that's my problem." Peter said, making the promoter eat his own words. He snarled, then walked back towards his office. Peter, smirking, pressed the elevator button again and left the building.


As Peter walked back towards the library (it was nearly 10:00), he saw three police cars speeding by. He then noticed a large crowd gathered in a circle around something. He walked forward to see what had happened, and as he made his way through the mass of New Yorkers, he heard people say things like "Hey, what happened?", "Someone got hurt.", and "Who is it?" His breath started picking up and his heart was racing. What's going on here?

"Excuse me." he said while pushing his way through the crowd. A police officer held him back, saying. "Stay back. Hey, stay back-"

Peter looked at the man who was on the ground.

"That's my uncle!" he shouted.

Uncle Ben laid unconscious upon the pavement, bleeding. "What happened?" Peter asked.

"Carjacker. He's been shot. We just called the paramedics. They're on their way." the officer answered.

"Uncle Ben?" Peter asked, terrified. "Uncle Ben?" He had to make sure he was still alive. "Uncle Ben?"

Uncle Ben opened his eyes, the hopeful glimmer from earlier still in his eyes. "Peter..." He outstretched his hand, and Peter took it.

"I'm here Uncle Ben." Peter said, a tear rolling down his cheek.

"Peter..." Uncle Ben's eyes suddenly closed, and he rolled his head on the side of the pavement. Peter could feel the grip weakening, and his uncle's hand gave up on holding his.

Ben Parker was dead.

Overcome by grief and sadness, Peter began to cry silently, but furiously. Just a few hours ago, he was trying to tell him something important, and he threw it in his face. He never felt more miserable and depressed in his entire life.

What monster could've done something like this?

By a stroke of luck, another officer arrived on the scene and said "They got the shooter. He's heading south on 5th avenue, and we have three cars in pursuit. Come on, lets get these civvies out of here."

Peter's sadness was replaced by a desire for vengeance. His eyes lit up in fury as he walked quickly away from his uncle's corpse. As he ran into a nearby alley, he took off his clothes and put on his gloves and mask. He jumped onto a wall and climbed up to the roof. He looked down the road, and saw three cop cars chasing what looked like Uncle Ben's car.

Spider-Man was in pursuit.


Spider-Man fired a web-line at the nearest building and started swinging towards the murderer. One line after another, he was nearly there. When he landed on the car roof, he punched his hand straight-through in an attempt to blind the driver. He pulled out his gun and shot through the roof multiple times, but thanks to his Spider-Sense, Spidey was able to dodge every round and jumped on top of a commercial truck. As the car was getting away, Spider-Man jumped a great distance onto the car hood and punched through the windshield, causing the driver to lose control and crash into the pier building. Spidey jumped out of the way just in time and headed in to finish the guy, with the police right behind him.

The carjacker was panting nervously. He thought he saw a shadow and attempted to shoot at it, but the gun made a click noise, indicating that he was out of ammo. He quickly reloaded, followed by shooting imaginary shadows in the darkness as the police boat's searchlight was looking for him.

"Who's there? Show yourself!"

Spider-Man descended from his web-line and walked up behind the killer. He grabbed him by the arms and slammed him into the windows of a locked door. Spidey then threw him into a pile of scrap-metal, causing him to drop his pistol. He then pulled out a knife, but Spidey was able to kick it into the ceiling. He then kicked the murderer by grabbing onto a broken pipe on the ceiling and sending him towards the window. He then tore off his mask to make the final blow, but the voice in the darkness said "Don't hurt me! Just give me a chance! JUST GIVE ME A CHANCE!"

Peter, in relentless fury, demanded "What about my uncle? Did you give him a chance? Did you? ANSWER ME!"

He grabbed him by the collar of his shirt, and, from the reflection of the searchlight, saw his face.

The thief, the same thief that he let get away with the money, went and killed Uncle Ben. He could've stopped him, but he didn't. Now, he was paying the consequences.

The thief took this opportunity to make a sadistic laugh and pull out another gun, a revolver. He pointed it right between Peter's eyes and said "See ya."

Peter grabbed his arm and snapped it, causing him to drop his gun. In terror and pain, he backed up, pleading "No," and ended up tripping on a loose pipe on the floor, causing him to fall out the window to his death. Peter looked down and saw his corpse lie upon the pier, with a look of spite upon his face.

You deserved it, you bastard.

The searchlight went to the thief's body, then up to the destroyed window, where the officer shouted through his mic, saying "Freeze! We got the place completely surrounded!"

Peter quickly snatched his mask and the gun (as a memento) and swung out the window before the police could catch him.


Peter sat on an eagle gargoyle atop of the Chrysler Building, wallowing in self-pity. He looked at the gun and opened it, counting 5 out of 6 shots in the current chamber. He realized that this was the gun that he used to kill Uncle Ben. He was so furious that he chucked the gun off the building and let it fall to the ground.

His uncle had died because he was selfish and reckless. All these powers, and he wasn't able to save him due to his actions. He picked up his mask and looked right into the eyes of Spider-Man, thinking about the last meaningful thing that Ben Parker had said to him.

"With great power comes great responsibility."

Peter realized what he had to do now. Looking at his costume as both a symbol of fear and hope, he would dedicate his life to fighting the criminals that flooded the streets of New York City. He wasn't any Iron Man, Captain America, Hulk, or Thor, but if there was one thing that he definitely was, he was Spider-Man.