"No... no." Peter mumbled, leaning over uncle Ben's body. Blood was flooding across Ben's shirt. A tear ran down Peter's face.

"P-Peter..." Ben whispered, Peter leaning in closer to listen. "Listen to my words, Peter..."

"Ben..."

"With great... p-power. There must come, g-great responsibility..." Ben added, his head going downwards, "Never f-forget, those words, Peter..." and with those last words, Ben closed his eyes... and died.

"Ben... Ben, please..." Peter cried, shaking Ben in an attempt to wake him. But he was gone, and there was nothing he could do about it. "NO!"

Three days later...

Peter's alarm sounded, almost instantly waking him. Peter jolted upwards, slamming the clock and shutting off the alarm, and jumped out of bed. He opened his dresser, quickly grabbing an outfit and changing into it. After that, he sprinted out the door, heading downstairs into the kitchen, where Aunt May was cooking breakfast.

"Good morning Peter." she greeted him with a smile.

Peter smiled back, "Morning Aunt May." then grabbed a plate and fork from the cupboard. May walked over, using a wooden spoon to place some eggs on Peter's plate. "Thanks." Peter thanked before scarfing down a forkful of eggs. He finished the eggs quickly before getting up, and walking to the door to grab his backpack.

"You know Peter, you really shouldn't rush eating. You could choke." May warned.

"I know." Peter replied, opening the door, "By Aunt May, love ya!" then he walked out, shutting the door behind him. The bus drove up, parking outside of Peter's house. As Peter got closer to the bus, the door opened, allowing him to enter.

"Mornin' Parker." the bus driver greeted. Peter returned a good morning and approached his usual seat, by his friend Harry. Harry was the son of Norman Osborne, president of Oscorp Labs.

As he walked passed the full seats, he heard Flash Thompson-the school bully-call out, "Morning, Parker!" in a mocking voice, before turning to his friends and whispering. Probably an insult.

Gwen Stacy, who was sitting across from Flash, rolled her eyes, "Just ignore him Peter." Peter continued walking, and finally sat down next to Harry.

"Hey Harry." he greeted. Harry returned the greetings, and the two engaged in a conversation. As much as Peter wanted to tell Harry about his powers, he couldn't. So he stuck to talking about normal stuff-tv shows, science, etc.

Thirty minutes later...

"See you later Peter." Harry said as he shoved a few books into his locker, then walking off.

"See ya." Peter replied, doing the same and walking in the opposite direction. It only took a few seconds before Peter felt something tug on his collar, or someone. Flash. Flash yanked Peter's collar, flipping him into the ground. Peter got back up looking at Flash angrily.

"What'cha gonna do about it Pete!?" Flash boomed.

"You know, I really gotta get to class, Flash, so if you don't mi-"

"And I should care, because?" Flash replied, pushing Peter backward. "I don't like your tone Peter. I think you need another trip to solitary confinement." Flash grabbed Peter, dragging him back to his locker.

"That's a big word Flash, well done on pronouncing it!" Peter tried to insult him.

"Yeah, that just bought you an extra hour!" and with that, Flash opened his locker, shoving Peter in and slamming it shut. "Ay don't worry Pete. I'll be back to get you out... hopefully." Flash said, walking away.

"*sigh* you just HAD to say sometthing, Peter..." Peter told himself.

Another hour later...

Peter had fallen asleep after a while, only waking up when his Spider sense went off.

"Oh, crap!" Peter shouted, his voice bouncing off the interior of the cramped locker.

"You had enough yet, Peter!?" Flash's voice sounded from outside. Suddenly, the locker door began shaking violently.

"Oh, knock it off Flash!" Peter heard Gwen argue from outside.

"Aw, come on babe, I'm just havin' some fun." Flash said.

"Don't call me that, Thompson!" and after that, Peter heard a loud slap, and Flash shouting "OUCH!" and after that, the door finally opened. As Peter climbed out, he started to feel his joints getting soar.

Peter got up, facing Gwen, "Um, thanks." he said.

"No problem." Gwen replied.

That night...

Peter sat at his desk, thinking about a career choice that involved his new powers. He was thinking about being a full-time wrestler now, but that didn't seem like his thing. Peter grabbed a newspaper on his desk, something immediately catching his eye.

"Hmmm. Looks like the Daily Bugle's hiring. Maybe that'd be a good choice." he thought out loud, "I could probably get good angles as a photographer." and with that, Peter finally decided, he was gonna be a photographer.

The next evening...

"Alright, Peter. This is it." Peter said to himself. He gazed up at the top of the building, spotting the words Daily Bugle written there, the logo under it. Peter took a big breath, and walked inside. He walked over to the receptionist.

"Hello, how may I help you today." she asked.

"Uh, I'm here for an interview." Peter answered.

"Can I get a name please?"

"Uh, Peter, Parker." Peter replied.

"Aha. Okay Peter, it's gonna be about a thirty minute wait. Feel free to take a seat in the waiting room." the receptionist finished, Peter walking to the waiting room. He sat down, practicing the interview b himself. He could feel people staring at him, but he didn't care. But suddenly, his Spider sense went off like a bomb. Then, an explosion sounded on his left a piece of debris flinging towards him. Peter's eyes widened as he quickly jumped out of the way, avoiding the debris. Suddenly, more debris started flying around the building, a fire starting where the explosion was. People began flooding out of the building. Peter looked towards where the explosion was, a man in a green body suit approaching. Four arms began to extend from the man's back, grabbing everything in the man's way and throwing them in random directions.

"Sir, I-I'm gonna have to ask you to leave." a security guard nervously told the man, aiming a taser at him.

"Fool, no one tells me what to do." the man growled back.

"Wh-who the hell are you?" the guard asked.

There was a brief moment of silence before the man answered, "You can call me... Doctor Octopus." then he grabbed the guard, flinging him into a wall. The guard was instantly knocked out, but definitely injured. The man walked over to the receptionist, picking her up with one of his mechanical arms, "I want to see Jameson..." he said.

"I'm sorry sir but-"

"I WANT TO SEE JAMESON! Now!"

"Hey Squidward!" Peter said, not a good idea.

Doctor Octopus tilted his head to face Peter, "What do you want, ant!?" he demanded.

"Put her down!"

"How about, NO!" Doctor Octopus grabbed some more rubble, throwing them at Peter. Peter narrowly dodged the rubble, almost getting hit by a majority of it. "This cannot be..." Peter leaped forward, flipping and kicking Doctor Octopus in the stomach, causing him to let go of the receptionist. The receptionist ran for her life out of the building. "You will pay for that, insignificant, boy!" Doctor Octopus extended an arm, grabbing Peter and swinging him into a staircase, breaking it. Peter struggled to get loose, but he eventually escaped Doctor Octopus' arm. Peter fell on the ground.

"Damn, that's a grip." Peter said as he got up. Doctor Octopus' arms shot like bullets towards Peter, who dodged his attacks. But Doctor Octopus managed to trick him, finally managing to grab Peter with all four, each arm grabbing a limb. Doctor Octopus began to pull on Peter's arms and legs. He would be ripped into quarters if he couldn't escape.

Out of nowhere, Doctor Octopus began to scream in pain, and dropped Peter. His mechanical arms falling on the ground. Next, he fell too, revealing a security guard that was standing behind him, a taser in hand pointing at where Doctor Octopus was standing.

Peter got up with a groan, "Thanks..." Peter walked off, "I'm gonna go get an ice pack..."

That night...

Peter had been staying up late tonight, drawing a design. He finally decided yet another part time job after discovering what he could do... he finally learned what uncle Ben meant... he was gonna be, Spider-Man...