Hello one and all! Welcome to my next Spider-Man story, Spider-Man: Survival of the Strongest! It's been long and coming but I've worked out all the kinks and planning and I'm ready to go! For those who read my first Spider-Man story, this is my gift to you! This new story picks up after Spider-man 2, and has ties to my first story as well. SO it does help if you read my first story, but it isn't necessary. Anyways, here you are, the first of many chapters of Spider-Man: Survival of the Strongest!

I do NOT own these characters, they are owned by Marvel Comics!

ORIGIN -- Peter Parker, a brilliant high school nerd, was bitten by an experimental spider, while on a field trip with school. The spider was of a unique breed being that it was scientifically enhanced to contain the unique abilities of different spiders. So all of these powers, super strength, agility, speed, ability to stick to and climb walls, along with spinning webs, were transferred to young parker. Desperate for the attention of his long love Mary Jane Watson, parker attended a wrestling competition where the prize money would be used to buy a car. Peter entered the ring under the alias of "The Amazing Spider-man", he wore a dorky looking shirt and sweatpants, along with a ski mask, not his best work. He wrestled the superstar and beat him under 3 minutes, so the manager only gave him 100 dollars for wrestling. Suffice it to say, Parker was mad, and when the manager was robbed a few minutes later, parker let the robber get away. This was a fatal mistake, because that same robber killed his beloved Uncle Ben. After catching the criminal peter donned a new costume and called him self "Spider-man". He's battled a few villains, a major one being the green goblin also known as Norman Osborn. Goblin was Peter's best friend Harry Osborn's Father. Tragically goblin died in a fight with Spider-man, so Harry Osborn, holds an eternal grudge against Spider-man hoping to one day get revenge. Peter has also faced the menace of the hobgoblin in Spider-man: Lucky shot, as well as his first encounter with Dr. Octopus in Spider-man 2. At the end of Spider-man 2 Doc Ock dies saving the city from his own creation, Harry finds out Peter is really Spider-man, and his father was the green goblin. Mary Jane also finds out peter is Spider-man and decides to be with him in the end. And of course the overall moral peter carries with him through all of this, "With great power, comes great Responsibility."

Spider-man: Survival of the Strongest – Issue #1- Beginnings

The sky was shifting paler and darker by the hour. It seemed like an eternity ago that the sun was warming the earth with its rays, and dozens of girls flooded the streets in bikini tops. The warm summer day had turned into a nightmare as soon as Peter Parker left his apartment. He had made plans to meet with his Aunt May for lunch and of course his plans had been thwarted yet again.

It seemed that there were several catastrophes that suddenly appeared out of nowhere. There was a rockslide over in Queens, a stampede of elephants in Chinatown and an alien invasion, which he was investigating in Manhattan.

Peter, also known as the amazing Spider-man, kicked his legs back. He propelled himself through the air and landed on a nearby rooftop to investigate the scene. His costume was neatly designed in red and blue, with cris-crossing lines forming a web pattern from head to toe. Through his glass covered eyes Spider-man watched in horror as another spacecraft released an energy beam onto a building below.

"Twilight zone all over again. Fourth invasion this week!" Spider-man bellowed, leaping into the air.

The spacecraft didn't notice him but joined the others in swooping past the daily bugle and buffeting it with blasts of energy, knocking a chunk out of the front of the building.

"Keep it up and I wont have a job!" Spider-man yelled, landing a well-placed kick into the first saucer.

It toppled on impact and collided with a nearby saucer, exploding immediately. So far the saucers were the only real threat he had faced. The stampeding elephants phased right through him, and the rocks hit nothing. They faded into the street the moment they hit.

With the saucers dismantled, the web slinger began searching the area for his opponent; the one he knew orchestrated these attacks. He was a man who had only been out of jail forty-eight hours and already continued his legacy of crime. Quentin Beck, he also called himself Mysterio.

"C'mon out Beck!" Spider-man bellowed, spinning another web line.

"Sure thing!" A hard punch connected with the wall crawlers jaw.

Green smoke spread all around him, he coughed and gagged for air, he should have been prepared for this. Beck's only real defense was this smoke that strangled the air from the young hero's lungs, and left him in an oblivious state.

Sure enough when the fog finally cleared he found himself at the hands of Mysterio, whose tight grip didn't seem to be softening any time soon.

"Thought you were rid of me eh?" Chuckled mysterio under his helmet, his voice echoed deeply. "It takes much more to catch me wall crawler. More to me than meets the eye!"

"Gfft!" Spider-man choked.

His fingers tried desperately to dig in and separate Beck from his hold but to no avail. His brain was becoming foggy, and his body was screaming for him to breathe. With a quick weight shift, the web slingers foot found its home between mysterio's legs, causing the vigilante to let out a yelp of pain.

"And here I thought…that…you'd fight like…a man!" Beck gasped out, as he sank to his knees.

"But Sneaking up in fog is considered masculine!" Spider-man choked out, now filling his lungs with air.

He leaned down grabbing mysterio by his shoulders and lifted him into the air, then without warning threw him against layers of brick that rose out of the building forming a chimney. Beck grunted in pain, still shaky and wasn't allowed any time to recover. Spider-man had again found his mark, fists slamming into Mysterio's glass dome and shattering it so Beck's real face was visible.

"-On! WHAT ARE YOU ON!" Beck yelped, blood flowing down his forehead.

Another blow, the back of the web slingers fist colliding forcefully with beck's jaw, more blood splattering. The unmasked mysterio slumped down to the ground, clearly unconscious or faking as to prevent any more beatings.

"Stay in jail this time beck." Spider-man retorted, webbing the villain up firmly before leaving him dangling from the side of the building.

Sirens wailed on for ages, and it seemed like the entire city was still under attack. The web slinger gripped his line firmly, pumping his legs and launching his body into the air. Aunt May was just another block away and hopefully she hadn't left already. He released the line, allowing himself to run along the building before performing a back flip and finding his mark.

Quickly undressing, he was peter parker again in mere seconds and bolted down a nearby fire escape. Several younger boys crowded around one another in the alleyway and peter pushed past them, entering the "Sunny Brunch" restaurant.

The walls were painted a light turquoise, stretching the entire frame of the bright-lit room. White borders found their way around doorframes and windows; dozens of tables were layered with white cloths. The restaurant wasn't crowded, a couple sat together in the back, another man by himself in the lower corner, and Aunt May faced the front window, sipping tea.

"Peter Dear!"

"I'm so sorry I'm late Aunt May!" Peter apologized.

The old woman smiled at him, crow's feet forming at the edges of her eyes. She rubbed the top of his hand lovingly and laughed lightly before she replied.

"That's alright dear. I know how busy things can be at the bugle. And with school and all." she said.

"Yeah, it's been real hectic. Especially this afternoon, there's a ton of disas-"

"Disasters! Yes! A woman was talking about a rockslide earlier! My goodness I don't know what could have caused such a thing!" Aunt May replied.

"Well it might have been an earthquake…A small one! You know with the plates always shifting and…" He looked up to see his aunt staring wide-eyed at him, "But anyway, I'm starved!"

He reached for a menu tucked in between salt and peppershakers and scanned it quickly. Aunt May was talking at the same time but peter couldn't quite concentrate; his stomach was begging him to order.

"-eally skinny you know. You've always had a fast metabolism, but you seem quite bulkier. Not in an over weight way I mean. Oh my how the years have carried on so fast…" She trailed off.

"Well I know what I want." Peter cut in, sliding his menu back in between the shakers.

"Excellent! Excuse me miss?" Aunt May beckoned towards a waitress.

She stepped forward, blonde hair, which was pulled back into a bun. Several locks swayed freely from the bun, complementing her beautiful face. Her blue eyes swept over peter and he instantly felt his face flush hot. Her figure was that of a gymnast, she was built tight and voluptuous at the same time. Her lips curved into a smile at him, and he swallowed deep, studying her intently.

"You're ready to order I take it?" She asked.

"I-I yeah…y-yeah… I'll have a uh…" Peter stammered.

"Turkey club, isn't that what you were looking at dear?" Aunt May added.

"Yeah! Yeah, and ill just stick with water for a drink." Peter said sheepishly.

"And still chowder for you miss?" The blonde beauty replied.

"Yes." Said Aunt May smiling, but at the same time shooting peter looks of concern.

The waitress slipped away, gracefully striding into the kitchens. Peter watched her leave, trying hard not to look, as he felt guilty now.

"So what time are you meeting Mary Jane tonight?" she asked.

"M.J. said she'd be done by eight, so I'll take the subway down there." Peter said, taking a drink of water. "If you want we can stop by when she gets out, I know that--"

"Oh don't worry dear. That's a long way to be coming from Colonial Theatre. You two enjoy yourselves tonight."

Peter winced still recalling the events of last year. Peter had revealed his secret identity to Mary Jane Watson inadvertently, and in the process had to watch an idol that he looked up to perish. Doctor Otto Octavius created a machine in an attempt to revolutionize energy, as mankind knew it. However his experiment was catastrophic, and nearly ended the world.

However after this Mary Jane was supposed to be wed to John Jameson, son of the Daily Bugle Editor J. Jonah Jameson. She didn't show up to the wedding but instead to Peter's apartment. They had been together ever since.

A smile had finally formed on the young hero's face as he stirred his water with a straw. Things had been so much easier now that everything was out in the open. He didn't have to lie to the love of his life anymore; he could be straight up and honest with her at every turn. Sometimes though, peter wondered if the whole thing was too much on Mary Jane. Curiously glancing over at a television set that was mounted on the wall Peter read the headline rather quickly.

"OSCORP REVEALS NEW TECHNOLOGY…MORE REPORTS AT 4..."

He glanced toward the clock on the opposite wall and it said five minutes till four. Another waitress walked by, she was dark haired and not nearly as attractive as his blonde waitress. Nevertheless he asked her if she would turn the volume up on the television..

She agreed.

"Why on earth do you want to listen to this dear?" Aunt May asked.

"-- In a minute Aunt May." He said, quieting her.

The male reporter began to speak clear and quickly.

"Outside of Oscorp a representative is holding a press conference in regards to the recent rumors of new technology that is in development at this time. We bring you Dillon Matherson of Oscorp industries,"

A tall man stepped through glass doors accompanied by a few other men in suits. He was very thin, his dark hair slicked back against his head to give him an awfully dirty look. He grinned, flattening his suit jacket before approaching the podium, with a look around at the press.

"Good Evening," He began, licking his lips lightly. "Welcome, members of the press, and viewers around the world. Tonight is indeed a special night."

Peter stared at the screen, swallowing deep, his stomach suddenly swimming. The waitress placed his food down in front of him but he wasn't paying attention, he wanted this man to continue talking.

"My name is Dillon Matherson, I represent Harry Osborn, the son of the illustrious Norman Osborn. Tonight we are here to reveal new technology that has been given the green light as of eleven p.m. last night." Dillon continued.

Two men stepped out of the glass doors clad in what looked like large suits of mechanical attachments, one clearly larger than the other. They stood behind Dillon and he turned, grinning at the both of them.

"These proud associates have volunteered for this project, to demonstrate the sheer genius of Oscorp technology. Mind you, for certain project policies their names are being disclosed at this time." He stopped, gazing down at the cameras.

"Without further ado, the associate to my left is wearing an adamantium laced suit of armor. The suit has been specifically created to suit construction purposes; it enhances the wearer's strength as well as invulnerability to damage. Endless possibilities can be reached through use of this armor. Only the most sophisticated construction companies will have access to such technology." He sneered. "I believe that a demonstration is in order."

Immediately the gigantic man behind him stepped forward, sliding a switch on the belt of the suit over. Instantly he yelled, clenching his clad head tightly and slumping to the floor of the stage. The audience gasped and peter felt himself rise to his feet.

"Not to worry, its only a quick side effect to using this suit." Dillon swallowed nervously.

Sure enough the colossally sized man stood, his expression stern. To the left of the stage was a pile of large metallic beams. He lifted the first one with ease and tossed it into the air. The audience gasped and watched the beam twirl like a straw, before the giant man caught it again with ease.

There was a round of clapping, the tall man grinned under his armor, face barely visible. Gripping both ends of the pole in opposite hands he brought his arms together, crushing the pipe like a tin can. He tossed it aside and waited for the applause, which came without further ado.

"Yes excellent, excellent. Now for the second suit," Dillon said, turning away raised hands with a wave of his own. "The second suit is much like the first. Its not as heavily laced with adamantium, but it increases the speed, strength, and agility of the wearer. There is also another attachment under way which will enhance the suit and enable it to hover in the air. Another benefit to the construction field."

The members of the press clapped lightly and the second volunteer switched the suit on. Bellowing loudly he didn't collapse to the floor but to the pain before gathering himself once again. He stepped over to the side of the stage lifting three pipes out of the pile, tossing them into the air just as the first associate did. They however did not sail as high as the one thrown in the first demonstration.

The second associate acted with extreme speed, racing towards the first pole, catching it firmly with his left arm and whirling it around back into the pile. He turned, back flipping, grinning at the audience as he caught the second pole between both of his feet, tossing that aside. As he turned upright the second pole landed softly in his thick-gloved hand, he crushed the midsection of the pole with ease.

"And there you have it!" Dillon shouted.

Cheers and applause erupted from the audience, the two associates took a bow and walked back towards the glass doors, several hands shot up out of the crowd of people, and Dillon looked delighted.

"You sir," He said loudly.

The cameras shifted over to a man, short and balding he held a TV NEWS3 microphone and asked, "Where is Harry Osborn?"

Several members of the crowd gasped, others agreed, demanding answers. Dillon did not look stressed.

"Young Osborn is on holiday in Costa Rica. I assure you he shall return to New York soon. He has loads in store for the future." He said, smiling wickedly at the camera.

"I suppose Harry can afford to take a vacation, with technology like that." Aunt May said, taking a sip of her chowder.

Peter wasn't listening. Every bone in his body screamed that something fishy was up. A trip to Doctor Conners was in order; see if he knew anything secret about this technology. He swallowed deeply, glancing down at his sandwich, the images of the two super powered men fresh in his mind.

Things are seemingly pleasant for our young wall crawler, but what will Harry Osborn's return to New York mean for peter? Will Harry finally confront peter about his father's death and secret identity? What about these 'secret projects' Harry has up his sleeve? This and more in the next issue of Spider-man: Survival of the Strongest!