Hey, Spider-Man fanfic readers, this is TheMetalGearZero, with my own take on the origins and adventures of the classical MARVEL hero, Spider-Man. Okay, so let me explain. My first two attempts at adapting Spider-Man (TASM Volume 1 & Spider-Man Unlimited) were both just not good. I'll explain their faults below, after you have read this story. But long story short, I just wasn't satisfied with them and how they came out. And so basically, this story is made as an apology to the fans of both TASM Volume 1 (yes, people still follow that story) and Spider-Man: Unlimited – that I can construct a long lasting Spider-Man Adventure, despite going all Da Vinci on my previous Spider-Man fan fics and never getting to finish off my works.

So, this series is modelled off several interpretations of Spider-Man – Spider-Man Original Films, TASM Films, Spider-Man: TNAS, Spider-Man: TAS, The Spectacular Spider-Man, Ultimate Spider-Man Comics & TV Series, and… well, basically everything else I've seen on Spider-Man brought to one fic. I did once face a complaint from one user that it might be exhausting for a fic, but I hope that, if he's reading this now, he's liked what I've chosen to do with the story.

Now, before you decide not to read this story because I'm not really trustworthy on completing my fics, well, let's just think otherwise for this instance. I really hope for this story to go on, and I'm overall more happy with this chapter then I ever was with TASM Volume 1… or even Spider-Man: Unlimited for that matter. If you were against me cancelling those stories, then that's fine, but my reasons for doing so are discussed below, so maybe you can so why I've chosen to go all reboot with this one. I'm also moving TASM Volume 1 & Spider-Man: Unlimited to another account – MetalGearZero. That's 'MetalGearZero', not 'TheMetalGearZero', so you can find the stories there.

On another note, this story is rated T for violence, adult themes and language, but nothing too intense or over the top, and so I hope you are fine with reading this, as there isn't anything too bad in it. Hope you enjoy, and please leave a review. They really do help a ton.

PS, I was really inspired by L-Dog Z's Spider-Man: Evolution, whilst writing this story. You should check out his work, because it's actually really great and worth checking out. And as I said, it was great inspiration.

ENJOY!

Welcome, readers and true believers. You've heard the tale many times, of how the timid Peter Parker was bitten by a radioactive spider, and how he was imbued with fascinating, incredible abilities, suffering from a tragedy that later shaped Peter Parker into the iconic hero we all know of today, thus learning that with great power comes great responsibility, and so Parker pledged himself to become the hero and the sole protector of New York – fighting it's battle and protecting its citizens.

But another parallel tale has been found – another universe, another adventure on how our Peter Parker became this red and blue spandex wearing hero – another story of power, of loss and of tragedy. Prepare to know Spider-Man all over again in an epic retelling of the classical hero…

"Behold… the Spectacular Spider-Man."

*Smash* A teenage boy dressed in a spandex, red and blue suit that covers his whole body is tossed through a glass window, falling into the coffee shop. In a matter of seconds, he's picked up by the antagonist again. *Smack* the man holding up the teenager is a bald, middle aged man, dressed in a green coloured body suit, designed of a thick material designed for sheer durability and agility, with two vulture like wings protruding from the back of the armour, and fur like coating around the neck.

'Ah!' The red and blue spandex wearing teenager is only about fifteen, his costume, which covers his whole body so that none is meant to be exposed, is resembling a spider, with spider web designs drawn around the red parts of the suit, and two, large plastic eye pieces, allowing him to see crystal clear, and the webbing around all his suit is distorted, and two web blaster bracelets are concealed beneath the suit, with only space for a flexible trigger to be shown, for its wearer to be able to apply pressure to the trigger twice for strands of webbing to solidify with the use of mid-air, and a LED light display for the device's battery life, the signal if the web blaster is on, and to inform the teenager of how much web's he's still packing until he's out, with a warning being triggered when he's close to being all out of webs.

'Tired?' The man in the green armour, who is holding up the teenager, questions, driving his fist forward to the teens face, allowing him an excuse not to reply. It's night time, the streets isolated, because everyone ran off and because there weren't even many people here in the first place. Despite the onesie wearing teenager's attempt to fire webs, the man in green is just crushing his web shooters with full force, with the LED light beeping for malfunction. Before The Vulture can drive his hand forward and end the teenager's life, Peter Parker, the adolescent in the onesie, reflects on how he got here.

…

Okay, so life wasn't always so spectacle. And getting beat half to death by a Vulture like man who looks a hell of a lot like Bruce Willis isn't the best part of being Spider-Man, but so what? So let me monologue myself to you. I'm Peter Parker, life as a sophomore and 'noob' at Midtown high school can get hard, but there's more to a guy like me than meets the eye. I was born in New York, Queens – my father and my mother were both scientists, they worked with all this cool stuff and thingies. When I was only 4, my parents left home, left Queens. They told me they would come back… and they never did. And so I was left to be raised by my Aunt May & Uncle Ben. I couldn't ask for anyone else… besides, Uncle Ben is really cool, and Aunt May's just hip.

When I was 8 years old, I met with Harry Osborn, this other kid in school, the son of billionaire CEO Norman Osborn, the guy who owns the 20 billion dollar company my parents worked at, OsCorp – the coolest company that made the coolest stuff. Besides all the other kids in school who always ignored me and left me out, Harry was really the only guy who could care about me. And then came MJ when I was 14, joining me and Harry's really small group and forming a 'threesome.' MJ was the cool girl – the self-proclaimed social butterfly. She would always hold parties, or go to them. She would dance to punk, or rock or whatever sounded awesome. And so… High School isn't all that bad. Besides getting my head flushed down toilets every day, there's always a science class on the corner to make up for it.

Peter Parker, the 15 year old you previously saw getting beat to a pulp, except he's now out of costume, and he's skinner, smaller, thinner and more frail, sits in his seat near MJ & Harry Osborn, where he sits most times in science class, waiting for the teacher to come in.

'Surprise, surprise… Mr Curtis Connor's is late today' Harry comments as Peter sits down.

'The guy's busy, c'mon. Adults have got a lot to do, you know?' Peter sets his books and pencil case on the table.

'More than us reckless teenagers?' red headed teenage girl, MJ, and one of Parker's closest friends for a while now, comments.

'More then you'll ever get done in your life time' Parker jokes to his friend, fixing his glasses into place, as the classroom later starts to get filled with others from their class such as Flash Thompson, Kenny Kong, Randy Robertson, Debra Whitman, Carlie Cooper, Liz Allen and Sally Avril fill the room, and so do other students Parker and his friends don't even bother remembering the names of.

'Look whose sitting in class together, today?' Flash Thompson jokes about Parker, Harry & MJ. 'Very original.'

'Classic, Flash. Classic' MJ counters, looking at the taller, 5'9 blond, 15 year old in disgust.

'Dorks' Kenny Kong, a student around Flash and Parker's age, accept he looks to be in his twenties, with a bald head and a goatee, walks behind Flash, and following them is Randy Robertson, a dark skinned, tall 15 year old dressed in a varsity jacket, a pair of jeans and his signature hat that he always shows up to school with.

Once Mr Curtis Connor's – or as he likes to be called, just as an acknowledgment of his intelligence, 'Dr Curtis Connor's – steps into the class room, everyone has allocated to their seats, and with his non mechanical and non-robotic arm, Mr Curtis Connor's grabs a piece of chalk.

'Good morning, class!' Curt speaks in his smooth, energetic voice. 'How was your weekend? Good? Bad? Fair? Okay, let's move on. So, last week I was away for a while and you had Otto Octavius fill in my role, temporarily, yes? You begin topics on reptiles, spiders, their properties and neogenics, am I correct?'

'Basically, yeah, sir' Mary Jane responds.

Curt smiles. 'Okay, then, that's good. Well then, today I'm glad to announce that we'll be visiting OsCorp's…' Curt takes a second to wink to Harry, and Parker turns to his friend with a wide smile on his face, yet Harry returns the exact same smile with a look that says 'hey, your parent's used to work there.'

'… Foremost research facility on stuff like that. Cool stuff, shall I say, okay? The excursion will be in two days at OsCorp tower, and you are to bring your- heck, why am I even telling you this, just have this note. And I don't even need this chalk now.'

Curtis hands the note out to class, with Flash guiltily staring at his bionic arm, which serves as a replacement for the one Curtis had lost years ago. The note fills them in on all the details of the excursions – when it is, where it is, what to bring and what not to bring, the payment and all details like that. 'Okay, so show this to your mother, father, parent, guardian or whoever it is who signs off on these things, and bring the permission slip back, signed by tomorrow. Sorry for the short notice… we're very apologetic.'

'You think you're going to go?' Kenny whispers to Flash.

'Eh… my mum's probably going to force me to' Flash responds, not overly keen on this excursion.

'Ugh… lizards' Sally whines.

'C'mon, Sally… think of this as, like, bonding' Liz strokes her friend's back.

'Seems kind of interesting' Parker tells his two friends. 'Yeah?' MJ responds. 'And it's compulsory, so… and, well, I really haven't got anything to do at home, so I think I'll be there.'

'This is boring' Harry responds. 'I don't give a rat's tail about my father's-'

'Okay, okay, enough chatter here' Dr Curtis Connor's interrupts. 'So, you know the drill, just take this to your parents etc. and have them sign off and bring it back. You have one day, just one day only.'

'Hey, no need to rub it in' Flash makes a silly comment, but is stared down by Curtis.

'Now, we'll carry on with our study' Curt smiles, now moving that out of the way. 'Some reptiles are actually capable of some very extraordinary abilities, such as self-healing and regeneration-'

Norman Osborn, 39 – founder, owner and CEO of OsCorp, the man who built OsCorp from the ground up, and has foreseen it as it becomes New York's foremost well-crafted company, now stares down at his latest creation through a microscope. Alongside him is 'Justin', Norman Osborn's blond haired, skinny assistant, dressed in a dark suit, with a pair of gloves slapped over his hands.

OsCorp's latest creation – or, for story's sake, let's just say Norman's creation – is a radioactive spider, one with enhanced speed, strength, durability, reflexes and a precognition sense – which can also transfer its unique abilities by injecting it's venom into a subject, with the use of neogenics.

'We're almost complete' Norman Osborn doesn't even turn to his assistant, as he drags a pair of safety goggles over his eyes. 'After tomorrow, OsCorp will be ready to present its most ambitious project to the public… they'll be fascinated.'

'Yes, sir… but we DO need it safety tested' Justin makes a valid point, yet Norman chooses to arrogantly ignore it.

'C'mon, Justin. I mean, what's the benefit. If it isn't safety reasonable, and that slows our progress… then what on earth will our corporation earn?' Norman chuckles at Justin's suggestion.

'And if it isn't? And if it harms somebody?' Justin counters. 'Then you'll lose your licence to continue your research.'

'Caution is paramount' Norman Osborn says. 'We just have to master that aspect.'

Justin sighs, having tried but also having not succeeded, as Norman's phone rings, but he hands it to Justin to take the call. 'Hello…' Justin responds. 'Yeah, Norman's kind of busy… um, Norman… it's your doctor' Justin hands the cell to Norman, who is frustrated as he removes his goggles and takes the call. 'Yes, Doctor Warren?' Norman speaks.

'Mr Osborn… your blood/test results have come in' Dr Warren's voice doesn't sound overly fond of what's to come.

'Yes…' Norman drops all of his equipment.

'I'm afraid, that Sir Osborn… you're dying' Dr Warren's voice further evokes all emotions, and Norman is taken aback by this.

'I'll have a soda' Parker tells the guy at the front register in the café, as he's handed some soda and a glass of orange juice, as well as some coffee, and he carries the three drinks with his two hands, utilising his said ability to be able to 'multi-task.'

'One coffee for you, Madame May' Parker jokes around as he sets the coffee down in front of his aging Aunt May, then handing his Uncle the orange juice, and sitting down and popping his own soda open, taking a few sips.

'Well thank you, Peter the coffee guy' Aunt May cracks a joke, something she doesn't do very often.

'Wait… did I hear you right?' Parker says, he and his Uncle laughing at the thought of Aunt May cracking a joke, until they calm down and Aunt May asks a serious question. 'So, you get any sheets from class?' Aunt May asks.

'Yup' Parker drinks from his soda, but then draws the sheet handed to him by Connors from his bag, setting it on the table and handing his Aunt May a pen before she can even begin to read through the text and info. 'What is this?' Aunt May asks, as Uncle Ben looks onto it too. 'Science excursion to OsCorp' Parker finishes up his soda.

'The company you're interning at in a couple of days?' Uncle Ben wonders.

'The one and only' Parker nods, as his Aunt May reads through the chunks of text, signing off on the note and handing it back to Peter. 'Alright, thanks, Aunt May' Parker folds the sheet into his bag. 'Alright, I'll be going to Harry's house now' Parker gets up. 'You know, studying and that stuff?'

'Okay… see you then' Uncle Ben tells his nephew.

Aunt May & Uncle Ben. The two best people in the whole entire world, with Harry & MJ following. Like I said, they're both great people. They were willing to take me in and raise me in their own home after the death of my parents. Uncle Ben's a part time electrician, Aunt May's the domestic goddess and I'm the brains of this whole family. Huh. Might explain why my head's so big.

Once Parker gets to the OsCorp mansion, he's let in by the security at the front, who lead him through fleets of tiring stairs and through a number of massive halls he has to cover every time he visits this mansion, until he's let off at the large, massive third living room, where Harry Osborn has already opened his books and begun writing up. 'Yo, Harry. Is it practical for you to stay up in the third living room so you can tire me even more as I walk up a million stair cases?'

Harry chuckles. 'Might be that I'm testing your stamina. Now get here so we can get this over with and play some Skyrim.'

'Alright' Parker comes over, laughing, as he opens up his books and lays them down on the table, getting a pencil from his case and jotting down some numbers. 'Slow down' Harry says.

'You go faster' Peter says. 'Seriously, it's like Usian Bolt trying to stay close to Barry Allen in a race.'

'Funny how you mixed fiction with nonfiction' Harry tells, and then Norman exits from his office, all suited up and buttoning up his suit, his face filled with emotions of worry, as he turns to face his son and Parker, and looks in a rush. 'Mr Parker… thank you for coming' Norman Osborn says with a smile, one that Peter Parker returns.

'Thank you, Mr Osborn' Parker gets up, walks over to Norman and shakes his hand. 'It's very nice to see you – and, I really cannot wait to get a tour through the OsCorp facility.'

'I hope you like what you see' Norman responds. 'Now, I really wish I could stay here and talk, but I have to leave for an important… meeting, so hopefully, I'll see you another time. Say hello to your Aunt and Uncle for me, will you?'

'I'll do just that' Parker smiles, as Norman says his goodbye, and walks off to his supposed meeting.

'Okay, then, let's get to work' Peter tells his friend.

I know you're getting impatient, right? You're probably still waiting until we get to the point where I start to get half beaten to my death by the Vulture guy, and me dressed in that ridiculous red and blue body suit, but… we're not there. Not yet at least.

Wilson Fisk aka The Kingpin, is a large man, and he sits back on his office chair, holding a stogie firmly in his hand and taking in smoke, blowing it all out. What he's watching is the news channel, talking about two, new emerging gangs – The Arsenic Candy & The Apocalypse – both of them dangerous and lethal, and both of them interfering with many of The Kingpin's plans, both of them large and massive, and both of them always achieving the goals The Kingpin always plans to. 'The Apocalypse' the Kingpin turns his chair, facing his computer, where he speaks to three men – Montana, Ox and Fancy Dan, also known as The Deadly Enforcers. 'And The Arsenic Candy… that's two to go.'

'I don't think going straight up against the both of them is a great idea' Fancy Dan says.

'No… I've thought of a much smarter plan' Wilson Fisk stands up, and so he's large enough so that The Deadly Enforcers are only able to see his chest. 'Pit the both of them against each other. Have one of them destroy the other, leaving only one weakened gang to deal with. And then, when they're both taken out, there won't be any competition left.'

'What do you mean to say, sir?' Ox, the larger one of the group, and dressed in an even oversized clothing, questions in his rough voice.

'Let's ignite a gang war.'

'Stop! Stop the bus!' Peter Parker sprints behind the school bus that's taking them to the OsCorp tour, banging on the sides rapidly but sometimes struggling to catch up, and barely even be able to get his fingers on the bus's surface. Inside the bus - Flash Thompson and Kenny Kong, as well as Sally Avril and Liz Allen, are all cracking up on the situation. The bus driver seemingly doesn't even care, just wanting to finish up his work, get home and have a beer, and so he keeps on going, whilst Harry Osborn & MJ are just frustrated, as MJ gets up and walks across the bus to the driver, taking a note of his name. 'Excuse me!' She cries rudely. 'Hm…' the bus driver pretends to not have heard her, turning to face her for only a second.

'That's my friend, Peter Parker, who's following the bus. I suggest you stop right now or I'll make a complaint to this bus company, and I swear I'll get you fired' MJ threatens, as the bus driver sighs, pulling to the side, opening the doors and letting Parker come on. 'Ugh… look who's in the house' Peter can hear Flash comment. 'Thanks, MJ' Parker sits beside his two friends, sighing. 'Why do people suck so much?'

'Maybe it's the lucky Parker charm' MJ smirks, sticking her earphones into her ears, jamming her hands in her pockets and leaning back on her chair.

'Or maybe it's the messy hair do' Peter says, regarding his now messy hair style, which is brown and parts to both opposite sides.

'Highly doubtful' Kenny comments after overhearing.

'Dude, c'mon, man. Have better things to do' Randy Robertson tells his friend, and offends him.

'Yeah… because you're full of great stuff to do.'

'Welcome to OsCorp's largest exposition facility' the class's tour guide around the OsCorp facility projects her voice to the whole class. 'Founded by Norman Osborn 17 years ago, OsCorp has strived to one goal, human evolution' the tour guide points her hand to a holographic representation of Norman Osborn, and Harry is lightly shoved from the back by Flash Thompson. 'I'm Dr. Kafka, and I'll be your tour guide for the duration of this… well… tour. Today, you'll be shown several unique projects. Enhanced spiders, a faint recreation of the super soldier serum, and some other diagrams that might interest you.'

'Correction. Diagrams that may interest Peter Parker' Liz Allen teases, which makes Flash pull her in for a kiss on the lips.

'Now, if you follow me, I would like us to begin our tour' Dr. Kafka begins leading the class around the facility, walking past some pretty awesome stuff, and Parker even manages to snap some shots for the bugle here and there. 'Wow' he whispers to himself.

Norman Osborn is hooked up to several machines, as he lays down on a hospital bed, the blood results horrifying him. Norman, dead at age 39. That would make for one heck of an article. Accept… Norman Osborn wasn't ready to die, and so he phones up his assistant Justin. 'Justin' Osborn tells his assistant. 'I need you to do something for me.'

'Yes?' Justin replies from the other end.

'I need you to unlock the cases that are holding all of the radioactive spiders' Norman Osborn instructs his assistant.

'What… why would I want to do that?' Justin is obviously confused.

'Because that's the only thing that may be able to save my life' Norman begins to explain. 'One of these spiders' capabilities is the ability to be able to self-heal. If the spider is able to inject it's venom into one of the students in the tour, and the effects don't prove dangerous, then maybe I can extract the subject's blood and use it on myself. It may be the only thing that can save my life.'

Justin is hesitant to do so, but it's his boss, and he doesn't want to face firing first hand after working at this company for a solid 5 years with a great record of always listening to every single order spoken to him by his superiors. 'Okay… I'll do it.'

After receiving the code to unlocking the spider's cases, Justin paces past the students of Midtown and to the cases encasing the radioactive spiders. He locates the hidden code inserter, and types in the code he's been given – 1961. And slowly, all the spiders begin to unlock, prepared to escape, as Justin runs off to a corner, unnoticed, and contacts his superior – Norman Osborn. 'Norman… I've got it done.'

…

Slowly, the spider's cases are unlocking, and several of them begin to spill out and escape, some of them falling over each other. Whilst the classes tour group is explaining them about the faint recreation of the super soldier serum, Dr. Kafka spots the spiders as they slip out of their cages, and tries not to panic the class, but they, and everyone in the facility, begin to realise the spiders as they pace around the room. 'What the heck's that?' Kenny asks Kafka, who is just dumbfounded as to how they came out.

'Crap! Damn it!' She whispers to herself. 'Okay, class… follow me-' but before the class can walk off, they notice the several spiders are already injecting their venoms into several other students and colleagues, all of them stumbling to the ground.

'That's very strange' Harry comments.

Before Parker can open his mouth to speak, a Spider climbs onto his own hand, injecting it's venom into his blood. 'Ah!' Parker cries loud, raising his arm and staring at the spider as it falls off, dead. 'Oh, my, gosh… that was creepy' MJ steps back, disgusted, as Parker falls down to the ground with the other students. And slowly, Parker begins to pass out

…

'Ugh! Damn this!' Justin manages to smash a spider under his boot before it can bite him, as he speaks to Norman Osborn on the cell phone. 'Norman, the spiders have injected 21 people with their venom agent.'

'The good stuff. And which one hasn't passed out yet?' Norman Osborn asks.

'Um…' Justin turns to Peter Parker, who is still rolling around the ground. 'This 15 year old kid with glasses and with his brown hair parting on both sides. He's slim. Very slim.'

'Parker?' Osborn whispers to himself, fighting an internal battle with himself. What have I done to the boy? 'Alright, look' Norman tells Justin, sighing, and struggling to make this guilt full decision. 'Have Toomes spy on the boy. Track him down to his home. If the venom doesn't kill him, then I guess I'll be ready to utilise it for self-use. But until then, I'm out.' Norman Osborn hangs up the phone, and Justin sighs.

'Mr Parker, wake up' Peter Parker awakens to Dr. Miles Warren, who appears at first as a fuzzy image that later realigns.

'Hm… where am I?' Peter Parker runs a hand across his own face, still dazed.

'You're in the adolescents ward in the hospital. Tell me, how are you feeling?' Dr. Miles Warren asks.

'Um… I… I'm not even sure' at first, everything appears to be moving slower. All the voices and all the sounds seem to unfold at a much slower rate than they usually do. Parker seems to be able to take note of all his surroundings. He can hear a pen click from the other room, he can almost 'feel' the bee as it flies around the room… everything, and he can feel it.

'That's fine' Miles responds, jotting down some notes. 'Just take a second. So, what happened exactly at the OsCorp facility? Do you remember?'

'Um, yeah…' Peter speaks. 'We were being shown around the area… around the facility… by this lady called Dr. Kafka… and then the spiders escaped their containers… and I'm not even sure why… and we… I got bitten.'

'Uh huh' Miles Warren is writing a good chunk of stuff down, including taking some notes. 'Alright, your memory is still intact. No sign of amnesia. That's great. Your Aunt and Uncle are waiting outside. And… this red headed lady and Harry Osborn. I'll let them in.'

…

'Son, we were so worried about you' Uncle Ben tells his nephew.

'How could you bail out on us like that, so soon?' Harry jokes.

'Are you okay, honey?' Aunt May asks.

'I'm fine' Parker chuckles, noticing his senses are actually beginning to stabilise. 'It's just… some stuff felt weird at first, but… no, I'm fine. Doctor, can I leave now?'

'As much as I know you would like to leave, I'm afraid we have to ensure you're still fine' Dr. Warren says. 'If everything goes all right, you'll be able to leave tomorrow. If it doesn't, then, I'm sorry, you're going to have to stay until we solve everything out.'

'Don't worry about it' MJ tries to comfort her friend. 'We're here for you.'

'Thanks' Peter smiles.

…

And from the distance, watching from outside the hospital, is Adrian Toomes, a bald, Bruce Willis like guy (mainly because they're both bald and they're both aging men), sent in by OsCorp to monitor Peter Parker and feed Intel to Norman Osborn. And so he taps into his communicator, speaking to Norman Osborn.

'Mr Osborn' Adrian begins. 'Been keeping an eye on the Parker kid. He's beginning to stabilise. So far, he seems just fine.'

'Good… I mean… um… very good' Norman Osborn responds from the other end, filled with guilt that he'd spy on Peter Parker – his son's friend, and a generally nice, awesome and fun guy. 'Continue to feed Intel to this server. If you find anything interesting, you let me know.'

'Alright, Mr Osborn… I'll do that.'

'Welcome home' Aunt May tells her nephew, as he steps into the Parker Residence after 3 full days of not being there.

'Hey, I missed this place. And stuff does sure look different' Parker begins to think.

'So… do you want bacon or scrambled eggs?' Aunt May walks over to the kitchen.

'Would it hurt to have both?' Peter laughs.

'C'mon, cut the guy some slack' Uncle Ben comments. 'He just came out of hospital. Make him bacon and scrambled eggs, would you, honey?'

'Okay, fine. Geez!' Aunt May begins cooking, as Parker switches on the television, sitting down on the couch and getting on the phone with his friend Harry. 'Yo, Harry… I'll be at school tomorrow.'

Parker is oblivious to the fact he's actually being spied on, and constantly monitored.

'You're such a hollow headed idiot, you know, right?' Liz Allen shuts her locker, speaking to Flash Thompson, who is supposedly at the wrong in this situation.

'What? Are you freaking kidding me?' Flash is fuming. 'I mean, I kissed you at the tour. Didn't notice there was anything wrong with that. And, hey! You too kissed back!'

'Well you're a jerk for kissing me in the first place for talking crap about Parker!' Liz Allen begins to walk off with her books, but is held back by Flash Thompson. 'C'mon, Liz, don't bail out on me just yet… I mean, I'm… I'm sorry.'

'Huh, sorry?' Liz smirks. Unexpectedly, Liz Allen pulls Flash in for a short kiss in the lips. 'For the record, you are still a hollow headed idiot' Liz Allen grins, beginning to kiss Flash again.

'Must suck to be Liz' Peter Parker, who is now dressed in a blue under shirt, and a leather jacket, with a grey inner hoddie inside, which is zipped up, takes his books out of his locker, as he talks to MJ. 'Yeah… you would have to kiss Flash Thompson' MJ smiles, walking off with Parker.

'Can we not talk about kissing Flash Thompson' Peter and MJ begin to laugh.

'So… how are you recovering from the spider bite?' Mary Jane asks.

'It comes and goes, I guess. Just small symptoms. Warren prescribed me with a medicine that doesn't really do anything.'

'You know, you're really strong' Mary Jane states.

'Oh, really. I wouldn't call myself beefed' Peter pretends not to have understood his friend properly.

'No… I mean, if I was bitten by that spider, I would've STILL been freaked out.'

'Like you said… It's the lucky Parker charm' Peter Parker turns to face Flash Thompson, who he now goes head to head with.

'Hey, Parker!' Flash seems to be searching for some sort of fight.

'Would you like to speak louder?'

'Huh, funny' Flash chuckles. 'More funny then you rolling to the ground at that excursion. You cried like a little girl.'

'Back off, Flash' Mary Jane stands up for her friend, as a small crowd begins to form – Debra Whitman, Liz Allen, Sally Avril, Randy Robertson and Kenny Kong. 'Alright, MJ… so you'll make me back off' Flash seems stoic.

'It's fine… MJ' Peter tells his friend.

'Yeah, MJ… it's completely fine' Flash gently moves MJ out of the way, and although she attempts to resist, he simply side lines here. 'Hey, get your hands off my friend' Parker cries. 'You think you're so brave. Let's see what you're made of' Flash swings his hand forward. And in an instance, everything seems to move slower…

It's as if everything is running in bullet time, as if Peter Parker can move faster than time itself. Suddenly, he begins to become aware of all of his surroundings – lockers being shut meters away, the sounds of pens clicking, as if he's meant to use this time to react. And quickly, he raises his arm, catching Flash's fist and jabbing forward onto Flash's chest with his own. 'Ah!' Flash screams in pain, clutching his chest. 'Are you a freak?' Flash is obviously embarrassed, driving his hand forward to punch Parker square in the face, but he simply rolls to the side, growing over confident and tripping Flash to the floor. 'Eh!' Flash falls flat on the ground.

'Wow' Parker whispers to himself, but everyone looks at him, amazed… how could he have done that? How could he have won over Flash in combat? 'Alright… Parker' Flash clambers onto his face, slowly as if everything around his body as aching.

'I'm not thinking right, am I?' Kenny Kong asks Randy.

'No... I don't think so' Harry emerges into the crowd with his juice. 'That was awesome.'

'Alright, Flash… hand it to me' Peter says, as Flash thrusts his leg forward, almost landing a hit on Parker, who simply catches Flash's leg in mid-air, twisting it and dropping him to the floor. 'Wow…' Randy is just dumbfounded. 'Hand it to him…' Mary Jane is whispering to herself, backing off from the scene a bit, realising Flash could be seriously hurt, as he wraps his arm around his leg in pain. 'I'm sorry, man' Flash gets up, with help from Randy. 'I'm sorry' Flash limps away from the scene, followed by his two friends.

'That was awesome!' Another nerd in Parker's class says from the back.

'Should've known it was coming!' A boy a year younger then Parker chuckles.

What's happening to me?

From a gargoyle perched high off a skyscraper, Parker could see New York clearly. The city looked amazing, as he desperately tried to bury out all his emotions with the rather nice scenery, but he doesn't manage to do so. How did he get to the top of this building? By simply scaling the wall with his bear arms. Like a spider. Like an arachnid. 'The spider… it must've been the radioactive spider' Parker tells himself, standing up on the gargoyle, facing the city down. 'Enhanced strength… check. Wall crawling… check. Enhanced senses… check. Hm… then how about webs?'

Peter Parker spreads his arm, leaning forward and jumping off the building, being watched by Adrian Toomes through a set of binos, as he begins to fall down from the lengthened skyscraper. 'Alright, Spider powers… serve me good' Peter Parker tells himself, as he experiments with several different stuff and moves with his hand in an attempt to spin webs…

But his failing and falling dramatically to his death.

'Alright… well, that's not good' Peter Parker's bullet time senses kick in, allowing him an extended reaction period, as he spins his head around and survey's his surroundings, catching sight of a flag pole beneath, and he hangs onto the flag pole, balancing on top of it so that he doesn't fall onto his death, as his 'precognition danger sense' kicks in, warning him that he's being watched by Adrian Toomes. But to him, it's just a random tingling sensation at the back of his head… nothing more, and so he just ignores it, jumping down from the flag pole and jamming his two hands in his pockets, skipping off as if nothing extraordinary has happened.

…

'Sir' Adrian Toomes reports to Osborn. 'He just leaped off of a skyscraper… and caught onto a flag pole. No whiplash. No nothing. The boy survived… this is Spectacular.'

Parker decides to test out his powers even further, making his way into an abandoned skate park with his board, performing some pretty awesome moves with his skateboard, including a '360' and a 'Superman.'

'Whoa!' Parker seems to be able to navigate his body seamlessly, his agility improved a ton, as well as his reflexes, as he bounces his way around the skate park, balancing on just one hand, upside down, utilising his incredible equilibrium. 'I am officially awesome!'

Once he's finished playing around for several hours and ignoring several phone calls from his Aunt May & Uncle Ben, Peter Parker returns home, knocking on the house door, which is later opened by his Aunt May, with Uncle Ben behind, and they both look very angry. 'Hey, my guardian angels, I bought some eggs' Peter Parker sets the eggs on the kitchen bench. 'And, um… yeah, I'll be up in my room so you can see me there.'

'Hold on there, little boy' Uncle Ben is angry, for real.

'Geez, little boy? You haven't called me that since… well, since ever' Parker's comment makes himself sound like a bit of a jerk, ignoring the matter at hand, just nervous and attempting to get out of this situation.

'Where have you been?' Aunt May speaks in a more calm tone.

'I don't know… studying' Parker's hands are deep in his pockets.

'Studying?' Uncle Ben asks.

'Yeah, with Harry' Parker seems to think his plan is going really successful, but he's really wrong. 'Harry called up and said he was looking for you and that you ran off of school' Uncle Ben explains. 'And we called up MJ and said that you, boy, got into a fight at school. And we can't afford any of those!'

'I didn't notice you and Aunt May cared about whatever happens to me at school' Peter avoids staring his parent like figures in the eyes.

'But what does happen in school?' Aunt May questions. 'I mean, you always show up to school with a scar through your face… or a bruised eye… and every time I ask what happened, you just tell me you fell off of your board. Which is a poor excuse.'

'Aunt May, this does not matter' Peter Parker says.

'Then what does?' Aunt May asks.

'I don't… I- I'm sick of being a punching bag. Maybe that's why I'm always picked at. It isn't the 'lucky Parker charm' and it isn't even the 'messy hair cut', it's just how you and Uncle Ben raised me. As a prick!'

'You're a good boy' Uncle Ben comments. 'That's how we raised you to be. To make good, wise decisions and to choose your fights carefully.'

'And I have been!' Parker raises his voice. 'For the past fifteen years, I have been! And I can't let you or my Aunt May tell me what and what not to do anymore. I've grown up now!'

'What we want to help you to do is make good decisions, that's all' Uncle Ben explains.

'Are you sure that's what you want to help me to do? Or do you just want to help me by making those decisions for me? Because it seems a hell of a lot like it!'

'Peter, calm down!'

'No, I'm sick of this house! I'm sick of living here! I'm just sick of this!' Parker barges off into the garage, away from his Aunt and Uncle and away from all these troubles.

Following that intense argument, Peter Parker sits down near a box of equipment of his Uncle's, the thought of not being able to spin webs still dancing around his mind, despite showing traits of enhanced strength, speed, reflexes, agility, durability, and even a bullet time like perception, and a strange tingling emitting from the back of his head. 'Hm… how do I make webs?' Parker asked himself. 'Well… my bum isn't really an option, so…' Parker turns to his Uncle's equipment. 'I'm sure he wouldn't mind' Parker runs up to the garage door, locking it closed and running back to the boxes of equipment, beginning to open them up and lay his eyes on their content – some strange equipment Parker could really toy around with.

'Artificial webs wouldn't hurt' Parker tells himself, picking out some seemingly useful equipment and laying it around an empty table, as well as some chemicals and liquids he can pick up around the garage. 'Well, there isn't a tutorial on how to make webs on YouTube is there?' Peter Parker states to himself. 'Wait… is there?' Parker gets out his phone, searching up 'how to make webs' on YouTube, and realising that most of the results or just on how to make a website in general, so he just places his phone away. 'Alright, then… use your mind Parker. Huh, I just realised. I ramble a lot to myself. Like a comic book character.'

Parker begins toying around with all of his Uncle's equipment, actually realising he can construct some really cool stuff with things like this, and he even manages to build a regulator to install into his web blasters for once they're complete. The bracer is actually not too hard. After managing to connect some leather stripes together with some materials to form a web bracer that can be easily adjusting around Parker's wrist, he begins to build a LED light (for signals and warnings) that is programed to show up on a small, circular screen on his web shooters.

After toying around… even further, Parker manages to build the webs themselves. After blasting himself with a number of webs, he manages to have found the perfect formula, and connecting it to the LED light so they can communicate with each other, Parker sneaks past Aunt May & Uncle Ben and into his bed room, where he begins to test out his artificial webbing, firing it around and constructing some awesome web lines and patterns, accidently knocking over a lamp in his room as he turns out of the window to catch a glimpse of Mary Jane Watson in her bra, changing clothes in her own bed room, and despite her body being admittedly slim, shaped and sexy, Parker looks away because it's just weird to check out his own friend.

'And… I… officially have webs' Peter Parker tells himself, noticing his whole bed room is covered with web strings spun all around the area.

'Wow… you really got owned' Kenny Kong tells his friend Flash, who is now walking around the locker rooms with the use of crutches.

'Damn Parker boy will get it handed to him. Guy think he's some martyr when he's just some sort of joke. It's not like anyone's really gonna fall for it!'

'All hail, Parker!' A group of nerds, Debra Whitman being one of them, surround Parker as he walks through the halls with his text book.

'I wouldn't say I'm deserving of being hailed' Peter Parker is nevertheless enjoying this a bit, but he decides to make it look like otherwise and drown it all away, as he makes his way past Flash Thompson and to Mary Jane, who finishes applying her makeup and foundation whilst staring through her locker mirror. 'You know, you guys are lucky to be guys' Mary Jane shuts her locker, turning to face her friend.

'Um… how am I lucky?'

'You guys don't have to deal with the constant stress of needing to look so good these days' MJ says.

'But we do have to deal with being tormented by 5'9 something's called Flash Thompson's' Peter is drinking punch, but then throws it high in the air behind him once it's empty, raising his foot and kicking it rapidly into a bin.

'You know, what you did was awesome' MJ decides to ignore Parker's comments. 'Flash had it handed to him and now everyone loves you.'

'Even Flash?'

'Yeah, you know what I mean' MJ punches Parker in the arm. 'Take Debra and Carlie for example.'

'Yeah, yeah, I know what you mean… now let's get to class, shall we?'

'Get to class we shall' MJ follows Parker to class, but they're soon followed by Flash Thompson on his crutches.

'Parker, slow down there' Flash Thompson follows up Parker and MJ.

'Alright, I'm slowing down' Parker taunts Flash by going faster, and MJ just laughs, following him.

'Seriously, Parker. I'm not joking!'

'Nor am I!' Parker decides to slow down and let Flash catch up beside him. 'Yeah, Flash, what did you want to say?' Parker asks. 'That, um… I was sick yesterday and so you kinda beat me up.'

'Uh huh…' MJ nods. 'And you just got miraculously sick and then miraculously better, giving just enough time for Parker to beat you up. Yeah, I'm sure we both believe that.'

'No… I'm being serious, I was really sick!'

After school, Peter Parker bounces down near the hot dog stall, picking up a hot dog with mustard, handing the guy some cash, and walking off and munching on his sandwich, followed by Harry Osborn. 'You know, the guy adds a lot of mustard' Harry comments.

'That's the magic to it all. The almighty mustard' Parker fixes his glasses into place, as the two pass by a flag pole with an advertisement reading that whoever can stay in the ring with foremost, most feared wrestler Crusher Hogan for 3 minutes will be rewarded with 2k. 'Alright' Parker whispers, picking up a tag whilst Harry isn't looking.

'I mean, look at what I did to Flash' Peter said. 'It was the mustard!'

'I gotta hand that to you man. It's freakin' Flash Thompson and you just handed it to him… that's just amazing!'

'You've gotta give it to me' Peter Parker smiles. 'I'm amazing.'

Once his hang out with Harry is over, Parker swings to his bed room window, using it as an entrance to his room to avoid Aunt May & Uncle Ben, and so he slips in and sits down at his computer after safely looking his door, and begins to search up 'mask designs' picking up several off the internet which might inspire him for his new wrestling attire to go against Crusher Hogan (simple because he can't show up as Peter Parker)

After being inspired by several designs, Parker begins sketching some of his own, ignoring knocks at his bed room door. 'Peter!' Aunt May cries. 'Please, we just need to talk.'

'Sorry, Aunt May, I'm busy… homework to do' Parker continues sketching up some costumes. And after several ideas after ideas, sketches after sketches, design after design, Peter Parker ends up with an overly simplistic costume – a bandana around his head, with room for the eyes cut out, a red hoodie with a spider symbol painted on it, and a pair of jeans and sneakers.

Dressing himself in this costume, Peter inspects himself in the mirror. 'Time to show yourself to the world, Peter Parker.'

*Snap*

Crusher Hogan seemingly snaps his one of his assailant's bones, dropping him to the floor and listening into the several cheers, and 'whoa!'s' and 'wow's' that he receives from the crowd, as his defeated opponent is carried off for medical attention. 'And our winner is… Crusher Hogan!' The referee raises Crusher's arm in the air. 'Again… that is!' Once the cheering dies down, the referee makes an announcement. 'And now… for the grand price. The grand price that is simply unobtainable and will never be completed. 2K FOR WHOEVER CAN STAY IN THE RING WITH CRUSHER… FOR 3 MINUTES STRAIGHT!

'Well, this'll be really fun to watch' Flash Thompson eats on some popcorn, and besides him, seated on other seats, are, MJ, Harry, Sally Avril, Liz Allen, Debra Whitman, Carly Cooper, Kenny Kong & Randy Robertson.

'Can't believe you ever even convinced me into coming here' MJ tells Harry, texting on her phone.

'It's not like you're even watching' Harry complains. 'And it's not like YOU paid for the ticks.'

MJ laughs. 'Oh, I know… I didn't pay for the tickets. Your dad did.'

…

'Wanna bet it's unattainable!' The crowd whips their heads to face the man who is attempting to oppose Crusher Hogan, a small man with a toned physique, and dressed in a red hoodie and bandana that conceals his whole face, save for the eye holes.

'Ha! Ha! Come here so I can crush you!' Crusher gestures for the man in the bandana to step forward, and so he does, making his way to the arena, and standing face to face with Crusher Hogan. 'Alright, look' the referee whispers into the man's ear. 'You can take on Crusher Hogan, but I'm telling you, we are NOT responsible for any injuries that are, well, kind of guaranteed to happen, okay?'

'Alright, sir. Full responsibilities are on me' the man turns to face Crusher Hogan, as the referee steps back to let them fight it off.

'Are you ready?' The man in the bandana, Peter Parker, asks Crusher Hogan, the much larger and taller opponent. 'I'll see you in the medical ward' The Crusher Hogan replies, smashing Peter to the ground. 'Oh!' The crowd cries at the sight of seeing Peter in the bandana being smashed to the ground.

'Slow down there, Silver' Peter regains his posture quiet quickly, managing to stand up, something that doesn't usually happen when you're smashed so hard by Crusher. 'Alright, I'll give you my two cents and you can go home' Crusher tells Peter out loud, to further evoke that he's the best of the best and there's no chance Parker can win this fight.

'Nope, sorry. Wouldn't want you to go bankrupt' Peter insults his enemy, rolling behind Crusher and driving his elbow into his back, with enough power sufficient to knock Crusher to his knees. 'Ah!' Crusher cries.

'It looks like the… um… the… um… The Masked Marvel is proving himself a more then worthy opponent' the referee quickly devises a name for Parker's alter ego. 'We've never seen Crusher take such force like this!'

'You want to fight?' Crusher gets up in a fighting position, to face 'The Masked Marvel.'

'Yeah, sure, I'll dance, so long as I'm not covering insurance policy. That's your job as a senior punching bag' Peter flicks his wrists, emitting some of the gooey webbing he compiled at home, webbing Crusher's right hand to the ground. 'What is this? You're cheating!' The Crusher shouts at his opponent. 'This? This my little Monsieur… is what's going to bring me a bang for my back' Parker fires two web strands at his opponents shorts, pulling them down to reveal love heart patterned boxers underneath.

'Oh, there you go' The Masked Marvel turns to the crowd.

'Hey, put my pants back on!' Crusher cries, as MJ, from the crowd, begins to crack from laughter.

'I'd rather not spoil it for the crowd' The Masked Marvel begins to whistle some cool tune that he heard off of a 1994 TV show, as he approaches Crusher slowly, separating his jaw to inspect his teeth. 'And your mother didn't even teach you how to brush!'

After knocking at Peter Parker's door for several times, and not being met by a reply, because he's out wrestling, Uncle Ben decides to go on a search for his nephew around the block. He searches around streets, alley ways, inside some convenience stores and the 'Arcade', and yet he doesn't find Parker, deciding he'll take a second look around the block. 'Where is this boy?'

Once The Crusher Hogan has been insulted enough, 3 minutes are now completed and The Masked Marvel is rewarded with his grand prize. Well… not much of it, really. 'Eh… here you go' the man issuing the money to The Masked Marvel only hands him 200 bucks. 'You serious?' The Masked Marvel asks, and the man just rolls his eyes. 'Look, kid… you got what you should get. I mean, you kind of cheated with the webs, and all that stuff.' It's obvious that this man is a Crusher Hogan fan, but nevertheless, Parker just shakes his head, walking off with the money he's got, and then stormed by several agents who want The Masked Marvel for their show.

'Mr Marvel, I'll be you $1400 for you to be on my show. $1450 if I'll help.'

'You're amazing. Come on my talk show and we can, well… talk.'

'You just call my agent' Parker speaks the buzz word, and actually manages to get rid of the agents and managers, as he walks up to the elevator on the other side of the hall, whistling a tune, as a 30 something year old blond man, sporting neck length hair and a dragon tattoo plastered on his arm, exits the elevator, holding a gun in his hand, and he walks off to the direction of the man who handed Parker his money. Peter decides to ignore it, just stepping into the elevator and pressing the button to lead him to the bottom floor, and in a matter of seconds, the elevator takes him down and he exits the building, answering a call from his Aunt May.

'Peter. Parker. Where are you? You come home right this instant! Ben has been out for the past half hour searching for you, and he isn't even home yet!'

'Yeah, Aunt May, I'll be home in a sec. Bye' Peter hangs up, as he begins to walk off through the dark streets of New York City, avoiding a mugging and some suspicious looking men staring at his backpack, but nevertheless, he manages to get through the roads and even bumps into the guy who he saw exiting the elevator and holding the gun. It's evident the man had robbed the Wrestling company. Heck, that guy at the front who handed me my money deserved it.

Once Parker is only minutes away from home, he hears a loud and sharp firing sound. One that couldn't be mistaken for anything else. It's a gun shot, and coming from the direction of his home. 'Huh… strange' Parker navigates throughout the buildings, spamming his new artificial webbing until the Parker Residence falls into his sight, and a few meters away from the building, there are some police cars and officers surrounding a dying body. 'Oh my gosh!' Parker jumps off of the building he's on, sprinting to the police officers. 'Hey, who's dying?' Parker, although the officer's attempt to push him back, resists and manages to push through them, discovering that the man dying is his Uncle Ben.

'Oh my… oh no… Uncle Ben' Peter kneels down to his Uncle Ben's dying body. He'd never seen his Uncle Ben in so much pain… in so much agony, as he struggles, trying to keep his connection with the real word. 'Peter…' Uncle Ben speaks in his weak and frail voice. 'I'm here with you, okay, Uncle Ben?' Peter reassures his Uncle. 'What… what happened here?' Peter asks the cops, as tears begin to escape his face.

'Your Uncle Ben was shot down by a criminal… sorry to say, son' Captain George Stacy emerges, handing Parker a sketch of the criminal, one which highly resembles a man that Parker has seen before. After having a look at the sketch, Parker turns to his Uncle, and to the bullet wound piercing his heart.

'Don't worry, you'll be fine' Peter begins to cry out loud.

'No, Peter… I love you. That's what matters. And I'll always be with you… no matter what. And I want you to remember something, okay… what I always told you… over and over again… that with Great Power…. Ah! Ah! Comes great… comes great responsibility' Uncle Ben shuts his eyes… dying. 'No… Uncle Ben!' Peter continues to tear. 'Please… don't leave me! Please! Please! It isn't time, yet! I'm still so young, and you're still so…'

Once Uncle Ben has been carried away, Peter Parker just sits in his bed room chair, crying himself… shedding enough tears to drown into, but still staring at the sketch issued to him by Captain George Stacy, the sketch of the overly familiar looking man… the overly familiar looking man… the overly familiar looking man… the overly familiar looking man.

The man who robbed the wrestling company.

The man who Parker let go with his own will.

Next Time:

After facing the tragedy of loss at the hands of the man who Parker had willingly let go, Peter decides to adopt a new identity as 'The Vigilante', an arachnid like anarchist set on bringing about justice to the man who killed Uncle Ben. Meanwhile, Peter Parker joins internship at OsCorp, begins discovering about of his radioactive blood, and a new villain, The Vulture emerges, with a set goal to bring in Spider-Man's blood and save Norman Osborn's life. With the classical origin story out of the way, a lot of stuff are about to be brought to the table, in the second episode of The Spectacular Spider-Man.

Character Depictions (Courtesy of L-Dog Z):

Peter Parker as Spider-Man, I wanted to write him as a cool, fun, quippy nerd, but also one who saves the bravado for his web-head alter ego. Basically, I modelled him after some takes on Peter Parker, namely Spider-Man: Edge of Time, Ultimate Spider-Man and Spectacular Spider-Man, yet still retaining the shy and nervousness aspect Parker should always have. As is evident, he doesn't speak up much to bullies until he receives his abilities. Even in Flash's first scene, when Harry & MJ were both sticking up for themselves, Parker was just staying quite. Not because he's necessarily weak, but because he's shy and nervous. After gaining his powers, we saw Parker derail and become a bit of a jerk. I couldn't help but feel that was rushed, but it was fundamental to get the origin out of the way. Parker also talks to himself a lot, he's a smart guy (as seen when he constructs web shooters… alone and without any OsCorp designs)… and that's basically my take on Parker.

Mary Jane Watson, she's also great to write. With MJ, I wanted to write her as the 'Social Butterfly' she was always known as in the comics, akin to writing her out like the Ultimate Spider-Man version of MJ. She's a great friend to Parker – as seen, she goes and visits him at hospital after the Spider bite, and she's a general mix of fun, laughter, but also braveness when it comes to it. Basically, Mary Jane will be quite erotic throughout the series. She's the kind of girl who hands out her number, hooks up with guys in parties and asks for massages from boys in class and dances in her bra to rock music. It isn't that I'm sexist, no. I really respect woman, and I, for the record, DO NOT plan on treating every other love interest like this. It's just that that's how I plan on writing MJ, and I hope you guys can understand and respect that.

Harry Osborn, son of Norman Osborn, really didn't do much here. With all the plot elements being introduced, I did take liberties of fitting Harry in as a smaller role (and heck, I even considered completely cutting him out at one point), but I didn't want to eliminate the pre-existing link between Peter Parker & Norman Osborn. But, basically, Harry is like a brother to Peter. They trade jokes, they study together, eat hot dogs together – and so that's the take that I'm going with Harry. Later on, as the story progresses, I have plans on transforming him into a darker character, such as Harry from Spider-Man: TNAS or TASM2, but for now, that's basically Harry, and he'll serve a MUCH larger role in the second chapter.

Flash Thompson… well, he's Flash Thompson. It can be tough to write him in at times, but he basically serves a filler of the story, until I'll later have him grow up, join the army and transform into Agent Venom, but plans like that are best saved for a later time. But, basically, now, he's just here to pick on Parker and his friends, and generally make their life miserable. However, I DO want to write Flash Thompson as human, meaning he's vulnerable, and even weak. Heck, he's a bully, and bullies are generally weak people, so Flash will get more expanded en as a character in later chapters.

Norman Osborn, you can see he isn't just a horrible, horrific person. Generally, he was just CEO of OsCorp, and he also generally wasn't a great father, but after suffering from a genetic disease and being forced to desperation with the test results, Norman has decided that his only method of survival would have to be the Spider's venom, and so he decides to test it on Parker before directly taking in the blood for himself. So, we'll so what goes…

Notes:

Okay, so let's talk Spider-Man: Unlimited and why that was cancelled. Basically, it was really messy and all over the place. Let me give you some examples of what really went bad with that story. For one, after an encounter between Peter & Liz, I had Peter think this; I just want to punch Flash, I just want to punch Flash. Then go over to Liz and lower her grades so that she's the worst in her class; oh wait, she already did that by herself. That dialogue was just messy and wrong. Also, I even had one freakin' scene where Norman Osborn & Harry Osborn went out for a bonding stroll together, with Norman commenting and saying he's glad to see Harry so happy. Within the fourth chapter, I had already included four freakin' MARVEL heroes that AREN'T Spider-Man, which is a lot for a series that has only just begun. So, basically, it was messy, and like the Wild West.

So… this Spider-Man story was in work for 8 months. I originally had plans for a more mature M version of Spider-Man; another Spider-Man story set in the Evolution universe with Spider-Man as an X-Men member; another fic that skipped the origin story and had Goblin building an empire (which I still have plans for that written down, but they're scrapped), until I finally settled on this story and just… WROTE!

If you enjoyed this first chapter, then the second chapter will blow you guys away. Now with the primary origin story out of the way, I can finally break out of the mythology zone and find my comfort as a writer, which I really think all of us need. So the next chapter will introduce new plot elements into the series, and expand on the characters.

As for that scene with Kingpin, yes… that IS an important scene. It wasn't simply just 'thrown' in there, it's a set up for the plot after this one, which revolves around the Arsenic Candy, The Apocalypse, The Rhino, The Kingpin, and The Enforcers, but we've got to get through this plot first.

I wasn't really sure at times about how I wrote out the origin. At parts it felt rushed, but in others, I just really LOVED it, but overall, for a first chapter, it's really great, for me.

Beginning the story with Spider-Man being beat up from a future chapter, then having Parker monologue and introduce the characters was one of the ideas inspired from L-Dog Z's Spider-Man: Evolution fanfic. If he's reading this, I really hope he didn't feel I ripped him off.

As for chapter two… that might be a long wait. Because I really want to construct a chapter that can double on the great elements of the first chapter and strip it from the elements that didn't succeed, and so I won't begin writing chapter two until all the reviews roll in and I get all the feedback I need.

Hope you enjoyed this retelling, and the second chapter will be up soon! Thanks, and leave a review.