Disclaimer: I don't own any of these chacracters. They belong to Marvel. Expect my OC.


Life sometimes has a pretty twisted sense of humor.

Spider-Man is a hero. Or should I say was a hero. The city of New York admired him for everything he has done. Spider-Man became more than a man in a costume, he was a symbol of hope for everyone. He has saved thousands of lives of the years. He wasn't the only one with spider powers however. Though all the changed when I saw a news report over my uncle's house.

"Breaking news ladies and gentleman." The reporter in the 6 O'clock news said. "Their is a massive brawl going on in the downtown area. It looks like all the super-powered being are in that place as we speak. I recommend all people who planned on traveling in that area to make a detour."

I was expecting my phone to ring anytime now after seeing what was on the news. A minute later it was. I answered it.

"Do hear about what's going on downtown." My friend Ganke said.

"I heard." I reply.

"And..." Ganke said.

"And what?" Miles said.

"When are you going out their?" Ganke asked.

"I'm not." I said.

"Dude you have too, I'm begging you." Ganke pleaded.

"Okay but, I'm not going to far in their." I said giving in to his wishes.

I hang up and move for the door.

"I'm leaving uncle Aaron." I call out to him.

"Okay." Uncle Aaron said. "Get home safely now.

"I will." I said.

I go over to the downtown area and from a safe distance I saw Spider-Man's body being held by a redhead and people crying all around them. Spider-Man was dead. Peter Parker was his name. He died protecting his loved ones from some maniac driving a truck with enough explosives to take down the Shield Helicarrier. Peter Parker died a hero. People told me that New York needs Spider-Man. Even if Peter Parker is no longer with us, someone has to take his place.

And as fate would have it that person was me.


My name is Miles Morales and I'm was bitten by a spider that gave me spider powers. As weird as that sounds. As first I thought that having spider powers and becoming the next Spider-man was going to be so cool. A great honor to be Peter Parker's succesor in a way. I mean with great power comes great responsibility right.

"I can't." I tell him.

"You can and you will." Ganke said.

"I can't" I repeat.

"You must." Ganke said. "The world needs Spider-Man. You have his powers. It must have been fate."

"What if my parents get hurt because of this." I said. "I can't endanger them. I can't endanger you. I can't put anybody that I care about in harm's way. I won't."

"Peter Parker had lots of friends and family." Ganke countered "He still fought crime everyday. And why you ask? Because it was the right thing to do. Spider-Man touched thousands of people. You saw the people at his funeral."

"I have been given these powers for a reason." I said. "I'm scared But I can't let my fear keep me from my duty. I'm Spider-Man now. I hope I make you proud Peter."

"This is the start of something great Miles." Ganke said bumping fists with me.

At first it was.


Meeting Jessica Drew who is Spider-Woman. She become like a big sister to me. When I was first starting out. Learning how to first crime of a random assortment of videos of the first Spider-Man and with my minimal knowledge of street-fighting. I was able to gain some clout but, she gave me my first big break. Jessica took me to the Helicarrier at first to interrogate me along with Nick Fury. But when Electro busted out from captivity it was me who brought him down. SO I was given the okay to continue as Spider-Man with a new costume and everything. Jessica trained me for a little bit and really showed me the ropes.

(Cannot give you a flashback dialogue moment due to a non disclosure paper Mr. Fury made me sign. It has to due with the fight on the Helicarrier and about Shield government thing. Anyway moving on)

The good times ended their.


Not long after I started my new career as Spider-Man I found out that my uncle Aaron is the Prowler. He found out that I was the new Spider-Man and tried to blackmail me into joining him. He already had a pretty big criminal record. Armed robbery, kidnapping, assault and homicide. I wonder why he never received the rank of super-villian. Back to the point uncle Aaron wanted me to join him. He was leaving New York and go on a crime spree. He and my father never had a good relationship. When I was finally able to realise the my dad was right and Uncle Aaron was bad new. I wanted nothing to do with him.

"See kid it wasn't hard was it?" Uncle Aaron said in his Prowler costume. "So here's what were going to do and how were..."

"No Uncle Aaron you are going to listen to me." I said cutting him off.

"Oh, you have got to be kidding me." He said.

"No, you are going to listen." I said showing him my seriousness.

"Kid, what did I say about jerking me around?" He said taking off his mask.

"This is going to happen." I said not backing down. "You DON'T theaten me. You don't come near me or my parents. You leave town and THAT'S that."

"Really?" He said unconvinced.

"If any part of you still loves me, you will leave me alone." I said

"It's like that." He said.

"It's like that." I said.

"What if I tell your father what you are right now?" Uncle Aaron said.

"You wouldn"t." I said upset that he would low blow me like that.

"Sure he'll try to kill the messenger... because he is a big baby hot head like you." He said. "But he'll know it's true. He'll know. And he'll probrably never speak to you again. Why? because he's such a anti mutant hypocrite. Or, he'll call the cops on you. He called the cops on me before. It's in his nature.

"Why are you talking to me this way?" I said understanding what he was getting at. He always had a weird way of getting people to understand his side of things.

"Because you know I'm right and you need to snap out of it." He said. "I don't want to see you getting killed. Kid, you need my help. Or you are going to end up like the last idiot you put on that stupid costume."

"I dont' want to do what you do." I said point at him.

"Your thriteen years old." He said. "You don't what you want."

Yes I do." I said.

"You want to catch bad guys huh?" He said starting to smile. "Tell you what I'll make you a deal..I'll show you."

I wasn't ready for what would happen next. He charged me and hit me with a right jab.

"Ow..." I didn't expect him to really hit me.

I knew I could't beat him in a straight up fight so I jumping to the next roof.

"You ran away?" He yelled to me as I jump to another rooftop. "YOU RAN AWAY?! Is this the kind of man you are?"

"Nope." I said suprising him from behind with a dropkick.

I jump on him a overwhelm him with a flurry of punches. He kicks me off and turns on his gauntlet. He fires it at me. I mange to evade it. I I throw a rock at his right gauntlet and it explodes. It was a big blast and it destroyed bits of my costume. For the most part I was just fine. Uncle Aaron wasn't as lucky. The blast sent him falling to the ground. It also cause a lot of people to come to our area. When I got to him he was in pretty bad shape.

"How was...that..."He said to me.

I hear others taking in the background.

"Hold on their calling for help." I assure him.

"You are ….just...like...me." He said. They were his last words.

"Uncle...Aaron." I said as tears were filing up in my eyes.

The worst was yet to come.


A monster came looking for Spider-Man. It was called Venom. Venom haunted me and my family for weeks. It was the strongest and most unrelenting force I have ever faced. No matter how are I tried Venom wouldn't leave me alone. To make matters worse it followed me home one night. Venom attacked my father believing he was the web slinger. It gave me the element of surprise. I surprised Venom and gave my dad enough time to escape. He got to the hospital and the black goo monster retreated to the sewers. I went to the hospital to check up on my dad's condistion. Venom was already their terrorizing the people their. Suiting up I moved to stop him.

"Leave them alone, I'm the one you want." I call out to Venom.

Venom turned around and I got with an awesome uppercut. Then hit him with my Venom Blast. It didn't knock him out but, I know it hurt Venom.

"Come on, you coward." I said. "Show me what you really are."

Venom extended one of it's tendrills and through me across the hallway. Wrapping the same tendril around my neck and rasing me to face him.

"Now I understand." Venom said. "I had the wrong one. I didn't see that you were a boy. You'll have to forgive me. I haven't been thinking clearly. I haven't been myself. I'm not right. But I think that about to change."

The sounds of gun shots force Venom to release me. We turn to see my mom holding the gun.

"Get your hands of my son." She screamed firing more shots at Venom.

"Get out of here." I yell at my mom. "Are you crazy? Get out. Leave right now before..."

Before I could finish my sentence Venom tries to absorb me again.

"No, I would never leave you behind." My mom said firing another shot.

Now she is out of ammo. I feel myself falling in and out of conciousness. It's as if you was being overwhelmed by darkness. I knew I only had one shot at this so I gather all the remaining strength I had left and he Venom with one last Venom Blast. Emerging from inside of this monster I see the police had surrounded us and I move to get my mom out of the way as the police began to open fire on Venom. I thought I got their in time. I was too late. My mom had been shot.

"I need a doctor." I said. "Please somebody get me a doctor."

"Look at you." She said. "look at what you can do. Baby, don't ever let him know. Don't ever let your father know..."

My mother died in my arms. It's not supposed to be this way. I thought I was doing the right thing by becoming Spider-Man. Saving innocent people, making the world a better place one bad guy at a time and all the stuff. What's the meaning for this? What did I do to deserve this? I did know one thing. I am Spider-Man no more.

My life now.


It's been one year since my mother died. And think my life has been okay since then. I'm in high school now. I have a girlfriend. The weight of the world is off of my shoulders.

"Earth to Miles are you there?" A voice says bring me out of my trance. "You doing it again."

I look up to see my girlfriend Kate Bishop staring at me.

"I'm here." I tell her.

"I swear all you do is stare out into space." Kate says. She is so beautiful. If we hadn't be warned five times about kissing on school grounds I would kiss her right now.

"I'm thinking about you." I said.

"Then looking at me." Kate says. I feel time slow down when moments like this happen. Our faces are coming closer together when Ganke comes in between us.

"Their sold out." Ganke cried. "I couldn't get them."

"I'm so sorry dude." I said.

"I waited for three hours." Ganke continued. " They were a limited edition. I will never get my hands on them now. My Legos."

"Legos?" Kate said confused.

"Yeah, Legos." I said.

Ganke was looking at me with a face that said Kate needed to go.

"Um...Kate can you give us a minute?" I said.

"Sure, I'll text you after I eat dinner okay?" Kate said.

"Yeah, thanks." I said.

Kate walked away and I have to say I hate to see her go but, I love watching her leave. I knew tha she was special to me and I have to tell her about myself. Well about a part of me that is in my past.

"I'm going to tell her." I told Ganke.

"Tell her you love her?" He said.

"What? No." I said.

"Then what?" Ganke said.

"You know, about who I was." I tried to explain. He can be so dense sometimes. "Because I feel like it's part of my past and it's big and I hate keeping secrets from her.

"Huge mistake." Ganke said. "You don't tell your girlfriend your a superhero. Everyone told you that. Peter Parker himself told you. All you do is put them in danger."

"Newsflash I'm not that person anymore so it doesn't matter." I explain.

"You are." Ganke said. "Your just taking some time off. Everyone needs a break sometimes."

"I hate it when you say that." I said.

"I hate it YOU say THAT." Ganke said.

We argue for some more when I get a text. Check my phone to see it's from Jessica Drew. She has really been on my case since I put down the mask.

"Uh oh." I said out loud. "Ganke I got to go."

"Sure, I'll see you later." Ganke said. "If it's one of your superhero friends ask them about the..."

"Not going to happen." I said as I call Spider-Woman.

"Hey" I hear Jessica pick up. "Are you not coming?"

"I'm so sorry, I forgot." I said.

"Don't make me come down their." She threatened. I knew she really would do it too.

"Where are you now?" I said.

"Up." She said.

I look up and see a massive building.

"You can't be serious." I said.

"I'm always serious." She said.

"I don't do up." I said.

"Either you come up here or I come down their." She said hanging up. I hate it when she gives me ultimatums. So I circle around back and scale the building meeting her on the roof.

"You forgot?" Jessica said in her Spider-Woman costume.

"I did." I said. Honestly I did.

"You thought I would just go away?" She said.

"I really did forget." I said.

"Whatever, here this is for you." She said handing me a briefcase.

"What is it?" I ask.

"A present for you." She said. It wasn't my birthday. So there could only be one thing inside this briefcase.

"I don't want it." I said.

"It was made for you." She said. That only heightened my suspicions.

"I appreciate that I really do but, I don't want it." I said giving it back.

"You're being rude." She said.

"I don't want it." I said.

"I don't know that this is but, it stops here." I said.

"You know exactly what this is." Jessica said. Even though her mask was on I felt that I was looking her in the eye.

"You need to respect my decision." I said folding my arms. " You need to respect me."

"And you need to respect with great power comes with great responsibility." She said.

"Yeah, responsibility" I counter. "To my family and to myself."

"I think that your mother..."

"What." I said. Where does she get off bringing up my mother. "What about my mother."

"I think she was proud of you." She said. Trying to cover up the fact the she crossed the line with me.

"Don't come around here anymore." I said.

"Okay, I'm sorry." She said.

"I'm not Spider-Man anymore." I said moving to the edge of the roof. "Stay away from me got that."

I jumped off the roof and went home. Just who does she think she is? I have a right to live my own life the way I want. If she doesn't like that, then too bad.


"Dad" I said opening the door.

There he is." My dad said. He now walks with a cane. "You hungrey?"

"Yeah." I said. "Can we go out for dinner?"

"Yeah son, give me a few minutes." He said.

So I go up to my room. To my surprise I find the briefcase I gave back to Spider-Woman laying on my bed. I wonder how that I got their. I turn to my window to see that it's open. I rush over and look out to see if she's around. I don't see her. Might as well see what's inside. I open it and see a brand new Spider-Man suit with custom made web shooters. Also a note.

(What the note said.)

Miles

A year is a long time. How many lives could you have saved? You fall of the horse, you get back on. You still like a brother to me. I hope you still feel the same.

Big sis

(End note.)

"Of course I do Jess." I thought.

I was about to pick up the mask when I saw the photo of my mom holding me back when I was a kid. No not this time. I crumble up the note and throw it out.

"You ready son?" I hear my dad.

"Yeah, here I come." I said leaving me room.


Pops and I walk for a couple of blocks before we agree to eat at this new spot chinese spot that opened up called Lucky Changs.

"Welcome, please sit anywhere you like." This elderly asian woman said.

So we take our seats.

"Son, I've been thinking and...I think we should get out of the city." My dad said.

"Like on a trip or vacation?" I asked.

"No I think we should move." He continued. "Move to England or Hawaii."

My pops never did like the city life that New York had to offer. The face that their were a large population of mutants living in the city didn't help either.

"I don't want to move." I said. "I like my life here. I got stuff going on."

"Like the girl you can't seem to keep your hands off of." He said with a smirk.

"Yeah and other stuff?" I said.

"My I take your oder?" I hear somebody say.

I turn to see Gwen Stacy staring at me. Her and Mary Jane Watson have been a great help to me when I was Spider-Man. WHEN I was Spider-Man. I haven't seen or heard of her since. Nice to know she's doing okay.

"Oh,,um,,uh,,,hey." Gwen said.

"Hi." I said.

"You two know each other?" Pops interjected.

"Yeah, from ah..." Gwen said.

"School, from school." I said.

"I'm Jefferson, Miles's father." He said.

"Gwen." She said watching my dad stare at the menu. "The duck here is very good."

"Okay I'll have that and pot stickes with shrimp fried rice for the boy." He said.

I do love pot stickers though.

"Anything to drink?" Gwen said.

"Water." I said.

"Yeah, water is fine." Dad said.

"Coming right up." Gwen said leaving my dad and I.

"What's the deal there?" He said smiling at me.

"Nothing, if you'll excuse me dad." I said getting up and following Gwen.

I followed her to the back and she seemed to have disappeared.

"Hey there." Gwen said behind me. "Long time no see."

I faced Gwen and she hugged me close.

"Sorry sorry." Gwen said letting me go. "I'm just happy to see you. You've gotten taller."

"Have I?" I said looking down at my feet.

"Yeah, you have." Gwen said. "Look about last year..."

"Don't ...just don't say anything about anything." I said heading for the door.

She grabbed my arm.

"Hey, don't be like that." Gwen said. "I went through this too. I lost my dad. Spider-Man related and everyhting."

"I'm fine." I said trying to shake my arm free but, she just tighted her grip on it.

"Look at me Miles, anyone could see that your not." Gwen said. "Let me help you. Talk to me Miles. Don't let this haunt you for the rest of your life. You can talk to me about anything. Please you don't have to be alone."

"Yeah, whatever." I said with a little help from spider strength I got my arm free and went for the door. Man, I wish everyone got off my back. Geez does anyone respect my wishes.

"I want to go." I said walking up to my pops.

"If that's what you want?" Pops said reaching for his cane.

"It is." I said.

So we made for the door.

"Sorry we have to go." My dad told the elder asian lady.

I see Gwen coming towards us. The asian lady starts yelling at her. My dad gets inbetween them. My spider sense starts tingling. BOOM. The entire wall exploded in front of me. I move towards my dad.

"You okay?" I asked.

"I'm fine." He said. "What the hell happened?"

I look back towards where the explosion happened. I see Gwen looking on. There a man on a motorcyle with two people flying at him.

"Get away from the door." I tell Gwen.

"Miles check it out." Gwen said motioning for me to get a better look. "You see the boy and the girl. That's Cloak and Dagger. I don't know who the biker is."

The biker guy has on all black, brown hair with a holster holding two guns. His shirt says NO ONE.

"Look kids, I don't have time to play." The biker said reaching for his gun.

The girl fired something very bright at the biker. They seemed to have no effect on him. He pointed his gun at her.

"I'm sick, sick and tired of doing the right thing." He said firing a big black ball of energy at them. It devesated a building. "I'm doing my own thing." Now he is pointing his gun at us. I get Gwen out of harm's way and head for the back door. I sure hope there's a back door. My dad is ahead of us so I put Gwen down.

"Aren't you going after him." Gwen said.

"No, I'm not." I said. "I don't need to."

"What the hell are you talking about?" Gwen said. "You're Spider-Man."

"Not anymore." I said.

"What?" She said.

"I don't do that anymore."I said heading for the door I hear my dad caling for me,

She grabs me again whipps me around and slaps me.

"Guys like Peter Parker and my father died protecting this city." She said fighting back tears. "All heros make sacafices for the greater good. Get over yourself."

I didn't answer her. I just caught up to my dad and went home.


The next day.

I'm laying down in my room when Ganke comes busting into my room.

"What's wrong with you?" I said. "Why you so mad?"

"You know exactly why I'm mad." Ganke said point a finger a me. He looks he's starting down the person who knocked over his over Lego replica of X-Mansion. "Becasue you're being nothing more than a selfish coward. And I have had it."

"What are you talking about?" I said. I knew exactly what he was talking about. I'm just seeing if he knows.

"Gwen Stacy texted me this morning." Ganke said showing me his phone. "I know what happened at the Chinese resturant."

Busted.

"Miles I mean it." Ganke said. "You have the perfect opportunity to do the right thing and you ran away."

"To help my father." I yelled back at him. Man, I can't catch a break at all. Why doesn't anyone leave me alone about this.

"The way Gwen tells it he was already at a safe distance." Ganke countered.

"You don't undertand." I said. I feel like I'm going to explode. "Nobody understands my pain. My mother died. I held my mothers limp body in a hospital. Do you have any idea what that feels like? Do you?"

"And what was the last thing she said to you?" Ganke said. "Was it not to be Spider-Man anymore. No. She was proud of you. Lots of people die. It's tragic yes. You have to understand that these things happen. You needed some time off and that's fine. But that time has passed now. Think of all the good you could have done."

"She died because of Spider-Man." I said. "I can't put pops, you or anybody else in that kind of danger."

"You didn't kill her." Ganke said. "She was shot. She was killed by a bullet. A stray police bullet. It's a big burden, I know. But you have to do this."

"I know what your doing." I said.

"I know you know what I'm doing." Ganke said.

"Get off my back." I said heading off for school.

School is great for getting my mind of things. I avoided Kate and Ganke for the entire day. I really needed to be alone. I see me dad with the newspaper in his hand on my way home.

"Hey there son." Pops said.

"Hey." I said.

"You want to order some pizza?" He said.

"That sounds good." I said as we walk home together.

I head to my room.

"Jesus." I said seeing Jessica Drew in my room wth her mask off.

"Sorry for the intrusion Miles." She said. "Close the door."

I did so.

"You can't be here." I said. "This is really uncool."

"Keep your voice down." She said. "Your dad has been through enough for one week hasn't he."

"You can't just sneak in here whenever you want." I said.

"Of course I can." She said. "I just did."

"How did you know I would be here?" I asked.

"I didn't, I've been here for over an hour." She said looking at her feet. "I didn't know I would be coming here myself."

"Get out." I said. If my dad sees her in my room I am so toast.

"You didn't throw it out." She said.

"What?" I said.

"While I was waiting for you I checked to see if you threw out the new costume I brought for you. You didn't toss it or burn it or sell it. I take that as a good sign."

"You can take it back." I said.

"Remember when I said there's something we share." She said. "I'm ready to tell you now."

"So..." I said.

"A couple of years ago some scientists with abouslutly no moral center took DNA from Peter Parker and tried to clone him." Jessica said looking up at me. "And then they poked at the Dna and tried some new things with it to see what they'd get. I am one of the things they got."

"You...you are clone of Peter Parker?" I said. There's no way.

"No I'm not." She said. "For a while I thought I was. I'm a broken thing made from his DNA. Men of science don't give a damn about about anything but themselves. It's hard to say out loud that I'm not a real person. That I don't have a mother or father. But I'm not Peter Parker. I'm not Spider-Man. You are Miles.

"Jessica I..."I blurted out. I don't know what to say. This is so much to take in.

"Let me finish Miles." She said. "Cloak and Dagger we made from the same organzation that me me. It's called Roxxon. Shield turna blind eye because their hands aren't completly clean in this either. Their monsters who don't care if anybody gets hurt in their experiments. They just want the money. I'm not trying to torute you Miles. I'm just trying to show why we need you. I need you. I can't make do anything you don't want to do. But there is a connection between world needs Spider-Man and Roxxon captured another muntant with powers like us. Don't let him suffer the same fate."

I know what I must do.

"Hand me my suit." I said.

Spider-Man is back.


Author's Note:This is the fist chapter of my story. Feel free to review and message me with any questions or comments you have. I tried to make it as accurate as posstiable. But, now I'm taking it in my own direction. I didn't care much for Bombshell so I decided to take her out for my on oc. You will see him again.