Note: I do not own marvel, spider-man, any characters from spider-man or any other marvel comics for that matter.

1996

Richard Parker smiled as he looked into the microscope. His experiment was finally working.

"Don't you remember Octavius telling every one to stop their super-human experiments?" Edward Brock asked.

Richard sighed. "This isn't super human though," he replied frustrated. "I'm doing this work on spiders."

"It doesn't matter," Edward said, "SHEILD isn't going to give a crap what you're enhancing."

"It hasn't even been proved that my work can be safely transferred to human," Richard said blinking off some fatigue. "Now get out of my lab please, I got to go meet my wife."

"No, Octavius sent me to order you to get rid of your experiment," Edward said. "He's really scared that SHEILD is going to run a full investigation and find his experiment."

"And did you get rid of yours?" Richard asked.

"No it was sent over seas to Latveria," Edward said, "I'm flying there in a few days. Victor Von Doom is looking for a new head scientist and he's picked me."

"Take mine with you," Richard said. "I'll try to get my family to move to Latveria. This experiment is my life, don't take it away."

Edward sighed. "I really don't want to do this but you've left me no choice."

Richard finally looked up from his microscope. "What are you talking about?"

Last thing Richard Parker ever knew was a loud bang and then dark.

May Parker was starting to worry. It was 11:18 and Richard and Mary had still not come to pick up their child.

"Where is your brother?" May asked. "I know it's their anniversary but Peter has been here for quite a while. You think they would be back by now."

"Well we could always call," Ben said sitting at a type writer, pecking away.

"I don't want to interrupt them if they're doing… that," May said frowning. "How about we call Richards work and see if he's even left." May got up and picked up the phone and dialed the number to Richard's lab. When there was no pick up May dialed the number to the security desk.

"Hello, this is the security desk at Octavius labs," said a male voice from the other end.

"Hello, this is May Parker, sister-in-law of scientist Richard Parker," May replied. "I was wondering, has he signed out of the labs yet?"

"No," the security guard said. "In fact his wife signed in at about 8:00 and hasn't signed out either."

"Okay thank you," May said and hung up. "They're still at the lab."

"Well should we bother them?" Ben asked. "They might be having a little fun."

"Oh if I know my brother in law then there's not fun going on in the laboratory," May said shaking her head. "Perhaps we should check up on them?"

Ben sighed and stopped typing. He looked up and smiled.

"Should we bring Peter?" May asked taking that for a yes.

"Well I don't think we should leave him here alone," Ben said.
"Right how silly of me," May said standing up.

Ben stood at door way and placed his hand on the door knob. He turned it and walked into the lab.

"Oh my god," Ben gasped. "Don't let Peter see."

On the ground was Richard on his back, blood pooled around him and coming out his mouth. Beside him on the ground was Mary, face down with one arm around her husband, also in a pool of blood. In between them was a bouquet of roses.

"Mommy?" Peter's little voice came as he saw the lab. "Daddy, get up. You shouldn't be sleeping on the floor."

May broke out in weeping. "May, go call the police," Ben said.

"No we got here about half an hour ago," Ben said to the police, not for the first time.

May, on the other hand, was sitting at the lab table weeping.

"Can my nephew maybe take this spider home?" Ben asked. "Something to remember his parents by?"

"Well as long as we can't find it as evidence," the head detective said.

"Yeah that's okay," Ben said nodding.

Today

"How can you not own a cell phone?" Harry Osborn asked.

"Well not every one's parents are in Time Magazines top million millionaires of the year five years in a row," Gwen Stacy piped up.

"Well yeah but his Uncle's a fairly known author," Harry rebutted, "that's gotta be worth something."

"Well, he's sexier with out it," Mary-Jane Watson said with a smile.

"I'm sexy?" Peter Parker, now age 16, said mouth wide open.

"Well more so then this rich kid," Gwen said punching Harry in the arm playfully.

"C'mon babe," Harry pleaded. "I understand MJ being on Peter's side, I mean they should be doing it, but shouldn't my girlfriend be on my side?"

Gwen chuckled. "Yeah but then it would be mean to the sexy guy here."

"Oh no," Mary-Jane said standing up. "Me and Peter are doing it!"

She kissed Peter while Gwen corrected her, "Peter and I."

"Yeah, yeah, what ever," Mary-Jane said smiling evilly and walking off.

Peter sat there looking off into space.

Gwen smiled. "Go after her Peter," Gwen whispered nudging him in the arm.

Peter jumped up and ran in the direction that Mary-Jane went. He saw her long red hair draping over her shoulders. She stood at her locker and as she turned Peter smiled as her green eyes met his own.

"Umm… what?" was all Peter could manage.

"It was nothing," Mary-Jane said, "I was just trying to peeve off Harry. Gwendolyn has been telling me he hasn't been getting any lately."

Peter burst out laughing. "Who the hell calls her Gwendolyn?"

"Me apparently," Mary-Jane smiled. "We're still on for tonight right?"

"Oh," Peter said breathing in sharply, "I'm sorry MJ; I got this big chemistry test tomorrow and also English essay on Hamlet."

Mary-Jane gave Peter a dirty look. "You're kidding… right?"

"Yes, yes I am," Peter said smiling.

Mary-Jane hit him hard in the shoulder. "Don't do that!"

"I'll see you tonight Mary-Jane, I do have some studying to do," Peter said.

"I'll see you later Tiger," she waved goodbye.

"Where do you think you're going Parker?" Flash Thomson asked pushing Peter into a locker across the hall from Mary-Jane's.

"Yeah Parker," Kong said laughing.

"You got a date with wittle Mawy-Jane?" Flash taunted.

"Yeah a date," Kong added.

"It's not a date," Mary-Jane said trying to defend Peter. "We're just friends."

Flash picked Peter up off the ground. He pulled his hand back to strike Peter but his hand did not come back forward. Peter opened his eyes to see Harry holding Flash's arm back.

"So you won't mind if I ask her out Parker?" Flash asked.

"Yeah, Parker," Kong added.

"Okay you can shut up now," Flash said giving Kong a dirty look.

"Let go of him right now," Harry warned.

"And the consequence if I don't?" Flash asked.

"Gwen can you please do the honors?" Harry asked.

Gwen walked up and grabbed Flash's crotch.

"Oh baby," Flash said, "wait till we're at my house."

Gwen squeezed and Flash yelped and fell to the ground holding his genitals. Every one in the hall started to laugh at Flash as he twitched on the ground.

"Thanks," Peter said.

"No problem buddy," Harry said. "Don't forget the movie or we'll lynch you."

"Oh no I won't," Peter said, "I've already been lectured by MJ."

Peter looked up from his text book. It was 4:37. The movie started at 5:10. He closed the text book and put it away. He looked at his pet spider that he had since he was 6. He picked it up to put in back in its cage. He placed it in and then felt a strong pinch on his palm.

He retracted his hand and saw two small bite marks on his palm. He blinked rapidly as a wave of dizziness swam over him. He stumbled backwards and hit the side of the bed with his calves. He fell back onto the back but the comforting pillow top mattress felt like stone. Pain seared slowly over his hand from the bite. As the bite moved up his arm it became more intense. His breathing was becoming labored and his vision blurry. Peter closed his eyes.

Mary-Jane crossed her arms.

"He said he'd really be here this time," she said with a sigh.

"Well he's not," Gwen said putting an arm around Mary-Jane's shoulder.

"Pete will show," Harry said with a frown. "There's still fifteen minutes to the movie any ways."

"Yeah but there's always seating we have to worry about," Gwen said putting her other arm around Harry's shoulder.

"Well you guys go ahead I'll get Peter on the phone and nudge him to come," Mary-Jane said.

The two left Mary-Jane alone as she scrolled through the list of people on her cell phone until she came to "Peter". She pressed call and then held the phone up to her ear.

"Hello?" Ben answered.

"Hi Ben," Mary-Jane said, "it's MJ, I want to talk to Peter cause he's supposed to be meeting us for a movie, which for he's not here."

"Wait one second please," Ben said. Mary-Jane could here over the phone Ben asking May to get Peter from his room. After a few moments of silence she could here a scream from May. "I'm sorry Mary-Jane; I'll have to call you back."

She heard a dial tone. She pulled the phone away from her ear and looked at it strangely. She went into the theatre.

"You guys I think something's wrong with Peter," Mary-Jane said.

"Why?" Gwen asked.

"Well when I called I ask for Peter and then I heard his aunt scream," Mary-Jane said, "and then his Uncle was like 'I'll call you back.' I don't like that."

"Well that doesn't sound too good," Harry said looking up at the movie screen where the previews were just starting.

"Well I'm going to go check on him," Mary-Jane said getting up.

"But you're already in the movie!" Gwen said.

"Yeah but Peter's more important then a movie," Mary-Jane muttered as she rushed up the isle, "or you two for that matter."

The doctor turned to May and Ben. He didn't have a serious face on or a sympathetic face on. His expression was fairly neutral. He turned to the nurse and whispered something in her ear and she ran off.

"Peter isn't in any serious trouble," the doctor said.

May sighed and hugged her husband.

"However," the doctor said moving on, "he has received a shock and he may be in a coma for at the most five years."

"What's the earliest he should be up?" Ben asked standing up.

"That could be any where from half a year to a year," the doctor said frowning now.

May looked shocked. "I thought you said it was only shock."

"It was but it was a serious case," the doctor said "It's put his brain into a subconscious mode for at least quite a while as it repairs as much as a human brain is able to."

"We understand," Ben said.

Mary-Jane walked into the hospital room that she was informed from the front desk.

She was holding a bouquet of some sort of blue flowers—Peter loved blue—in her right hand and had on a red halter top that stopped just above her belly button revealing a diamond belly button ring that Peter had bought for her on her birthday last year. It wasn't a very large diamond but it was the thought that counts, especially when it comes to Peter. She was also wearing black jeans short shorts and a pair of black Puma sneakers. She hadn't bothered to bring her purse, also a gift from Pete that he gave her on his birthday—Mary-Jane had been puzzled by that one. She had even put on make up. Not a lot, just the normal plus pink lip stick that Peter had always told her he liked, her hair was straight down—once again as he liked it.

Peter was lying on the bed, arms at his side and legs straight. He had no life support; so Mary-Jane guessed he wasn't that bad off. He wore one of those ugly green hospital gowns and his hair was all a mess.

She placed the flowers on the bed side table. She then sat on the heavily padded chairs provided that was closest to Peter. She placed a hand on her forehead and a tear slipped from under her eye lids.

"I love you," she whispered. She continued at a louder volume. "I just wanted you to know that. They say that when some one's in a coma they can still hear things. If you wake up soon maybe we could go see a movie together." She stood up and moved beside his bed. "You're getting a beard, it's not very attractive. You seem a bit more muscular since I last saw you." She leant in so her head was above his. "Please wake up Peter," she begged. "I could make it worth you while… not that much, but still." Tears streamed from her eyes now. She squeezed her eyes shut making one of the tears fall straight down. It fell into Peter's mouth.

Peter opened and closed his mouth as if to taste something. Mary-Jane didn't notice this because she was sobbing now.

"Tastes salty," Peter muttered his voice horse.

Mary-Jane stopped. "Peter?"

"The one and only," Peter said lifting his head slightly to look at her. "Flowers? For me?"

Mary-Jane nodded. "I know how much you like blue and I was able to find these."

"You're so nice MJ," Peter said.

"I'll be back okay?" Mary-Jane said running out of the room

"Go ahead," Peter said. "Wait a minute why am I in the hospital?"

"They say I'm amazing," Peter said.

"Well you did wake up like six months before they predicted you even could," Harry said nudging his arm.

Peter was still in the hospital but now he was sitting normally. He was set to leave the hospital in two weeks. Harry, Mary-Jane and Gwen were sitting in the over padded chairs that the hospital provided.

Harry was wearing a black suit with a white shirt, the collar undone and no tie. Harry looked abnormal in the get up but he was rich so it was okay. His hair was as he normally had it and he was wearing the ring he had received for graduating from a private elementary school.

Gwen was wearing eyes liner and lip gloss but no other make up. She wore a black long sleeve shirt that showed off her bosom greatly. She wore a knee length black shirt with a Japanese design on it. Her hair was pulled back into a pony tail.

Mary-Jane was wearing lip gloss and her hair was light and wavy. Her top was a navy blue V-neck t-shirt. She wore full length blue jeans.

"So when are you coming back to school?" Mary-Jane asked.

"Oh I'll be back in two weeks," Peter said.

"You're such a nerd," Gwen chuckled.

"Don't make fun of Peter," Mary-Jane said. "Not for another two weeks at least."

"Well you'll visit right?" Peter asked them all.

"I know I will," Mary-Jane trying hard not to blush.

Uncle Ben walked in with a smile on his face.

"The miracle child himself!" Ben said walking up to the bed and hugging Peter.

"Hi Uncle Ben," Peter said as his Uncle pulled back.

"You three mind if I have some time to my self with my nephew?" Ben asked.

The three of them shook their head. They left the room waving good bye to Peter. Ben sat down beside Peter and handed him a book.

"What's this?" Peter asked looking at it strangely.

"It's my new book," Uncle Ben said pointing at his name. "This is the first copy that they sent to me, and I wanted you to have it."

Peter looked at the cover. In big words that the top it said "With Great Power." This made Peter laugh inwardly. Uncle Ben had always giving him lectures about how "with great power, comes great responsibility." He was wondering when his uncle's next book would come out.

"Thanks," Peter said.

"That's all I wanted to say," Uncle Ben said. "I'll leave now if it's okay with you."

"If you want," Peter said hugging his Uncle once more.

Uncle Ben left smiling. Peter looked at the book once more and threw it on his bed side table.

Two weeks later Peter smiled as he strolled once again into his high school in Forest Hills, Queens, New York. Mary-Jane saw him, ran up, and gave her a great big hug.

"So what did they find out was the reason for you shock?" Harry asked punching Peter playfully in the arm to say hello.

"Well I got bitten by my spider," Peter explained. "They figure that the Spider must have some kinda venom that sent my nervous system into shock… what's been going on here?"

"Nothing," Gwen said. "Flash has been trying to find some one else to pick on, I'm sure he's quite happy you're back."

As if on cue the roaring voice of Flash filled the air. "Parker! So nice to see you! I think I should give you your welcome back present now!"

Peter knew to duck. He didn't know how but he did. He heard the gasps as Flash's fist sailed right over his head. Next he had the feeling that he should reach above his head and he grabbed Flash's wrist and pulled him over his shoulder.

"Pete," Harry said slowly, "when did you become that strong?"

Peter looked at his hands. "I really don't know."

Gwen put a hand on Peter's abs. "I like it," she said tauntingly.

Harry snarled and looked away. "Okay Gwen I get it," Harry said stalking off.

"What's going on between you two?" Mary-Jane asked.

"Nothing you need to know about right now," Gwen said rushing after Harry.

Peter was looking deep into his hands. Mary-Jane put an arm around his shoulder.

"Where did you get all that hunky strength?" Mary-Jane asked.

"I think I gotta go," Peter muttered.

"But you just got here!" Mary-Jane protested trying to hold Peter back.

"I don't feel to well," Peter lied as he walked away from the school.

Peter walked down the street, two hands in his pockets.

What on earth was that? He thought, clenching his fists. Ewww my pocket is all gooey.

Peter pulled his hand out of his pocket. He looked at his hand and it was covered in a thick white goo. He started to wipe his hand off. Once he was done wiping off the back of his hand he went to the palm and pressed down about where the palm meets the wrist. Some of the same goo shot out of his wrist and hit the alley wall.

"Cool…" Peter said looking closely at the goop. He wiped the rest of the goo off.

He felt his stomach rumble so he went into the McDonalds. He bought a chicken sandwich and unwrapped it. He dropped the wrapper, but it didn't fall to the ground. It was stuck to his palm. He shook his hand while eating with the other and the wrapper still would not come off. He finished the sandwich in one big bite and pulled the wrapper off with his other hand. Once again he let go but it was still stuck to his finger tips.

"God damn it!" he muttered.

It suddenly fell to the ground and some one yelled. "Don't litter you pig" across the street at him.

Peter blinked a couple of times rapidly. He ran down the street to go home but he was having trouble getting through the crowd on the sidewalk. He looked at the alley, it was empty. He walked into the middle of it and placed a hand on it. He tested by pulling his arm down but the hand didn't come off. He took a deep breath and place his other hand just above. Then he placed his feet on the wall and placed his first hand farther up. He started to climb the wall. Once he got to the top he saw a roof about the same height as he was. He ran towards it and then the instinct to jump yelled at him. Considering how his instinct had been right before he trusted it this time and we just made it to the other roof.

Peter sat on his bed. He looked at him self in the mirror noticing a lot more muscle.

"With great power, comes great responsibility," ran through Peter's mind. Well it's not that great of a power.

To Be Conitinued...

yeah this issue isn't that great, but then again there's no villain yet... coninute rading they next issue is better, and ill put it up in about 3weeks-a month.