Wassup. I had this fanfic idea when I saw some fanarts of Danny Phantom dressed as Spider-Man, so I wanted to make a fanfic where Danny Fenton is the nephew of Peter Parker, aka Spider-Man. This is also taking part in Captain America: Civil War. I love that movie, top ten Marvel Movies. Anyway, enjoy the story!

Disclaimer: I don't own Danny Phantom or Spider-Man. We know that's true.

Prologue: My Hero

My name is Danny Fenton, and I'm not your average, awkward teenager.

It all started when I was nine years old, something that I want to forget, but can't. My parents, Jack and Maddie Fenton, where inventors and were incredibly interested in the supernatural. Not that it wasn't cool, but it was like they were obsessed with it, especially with ghosts.

Despite their obsession, they were geniuses. And it was because of that my life changed.

I remembered walking to their lab with my big sister, Jazz, as they excitedly showed us their invention, a prototype Ghost Portal. I admit that I was excited to. I mean, it was a portal to another dimension, something that not even the famous Tony Stark could do.

When they turned it on, it worked, but it exploded after a few minutes. My parents were so happy that the portal worked, even if it did get destroyed. So was I.

I then got a stinging feeling on the back of my hand. Surprised, I shook my hand and saw a black and white spider with green markings. I could have sworn that it was glowing. Without warning, my world turned black.

I remembered being bedridden for an entire month, with my parents constantly looking after me. Despite being sick, I was happy, since it was a while they gave me some attention.

Sadly, that happiness didn't last long.

On the night I got better, a man wearing a mask appeared, I remembered that he had long hair and a metal arm. In front of my eyes, he killed my parents in cold blood and took the blueprints of their inventions. He saw me, frozen as I stared at their dead bodies, but he just left. I then remembered a loud explosion and my world turned black.

When I woke up, I saw my big sister crying. When she saw me, she started hugging me tightly, saying that it was going to be okay. When I finally remember what happened, I cried with her.

A day later, my uncle, my mom's brother, appeared, a sad look on his face. He was Peter Parker, my uncle who lives in New York. He was my favorite, and only, uncle, who taught me a lot of cool science things.

When he heard about my mom's death, he was stricken with grief. Not wanting to leave us alone, he took us with him to New York, so he can raise us.

He, and Aunt Mary Jane raised my sister and I like we were their own children, like my one-year-old cousin May. And I felt happy, but I couldn't forget the night. Every time I sleep, I dream of the man who took my parents, wanting to avenge them, but I was just a kid. What could I do?

If that wasn't bad enough, my life turned upside down even more, if that was even possible.

I woke up hanging on the ceiling. I screamed, which caught their attention. Everyone was surprised to see me crawling on the ceiling like a spider.

I panicked, not knowing what to do or what to think. If that wasn't surprising enough, my uncle jumped up and stuck to the ceiling too.

It took a few minutes to calm both me and my sister before Uncle Peter and Aunt MJ explained. I didn't realize that my uncle Peter was the Spider-Man, the web-slinging, wall-crawling superhero.

Though that didn't really explain my situation. How was I able to stick to walls like him? Even more weird stuff kept happening after that, like turning invisible at random, breaking knobs and sinks, the strange buzzing sound on the back of my head every time something bad happens, green electricity sparking from my fingertips, and my eyes glowing randomly and hair turning from black to white.

Seeing my predicament, my uncle decided to help me with these new powers. He took me to an abandoned warehouse and there he helped me.

I had to admit, it was kinda fun training with Spider-Man. It felt like I was being his sidekick. He taught me how to climb walls, how to fight, how to use his web-shooters and how to swing, He even taught me some cool techno and science stuff. It felt like having a father again.

It went like that for six years, and I was slowly being happy again.

But of course, like some invisible force didn't want me to be happy, tragedy struck again.

My sister and I were coming home from school, when a giant, goblin-like monster kidnapped us from out of the blue. It was one of Uncle Peter's enemies, the Green Goblin.

He took us at center of New York city, calling out to Spider-Man. I tried to fight him, using all the training Uncle gave me, but the monster was just too strong for me. Just as he was about to kill me, Spider-Man came to save us. I watched as my hero fought the monster.

He managed to trapped the Goblin in a cocoon of web before taking the two of us to safety. Before we could take a breath, the Goblin smashed Spider-Man on to the bridge. With a fanged grin, he pressed a button and the bridge erupted to flames, leaving the two of them alone.

I watched helplessly as the Goblin pummeled my hero to a bloody pulp. I wanted to help, but my sister was holding on to me, not wanting to lose me. Suddenly, my uncle got up and, with the last of his strength, picked up a car and smashed it to the goblin. He kept smashing the vehicle on the Goblin until the monster was a motionless heap.

He then fell on his knees, unable to move, his outfit torn and blood spilling on his wounds. Before anyone could save him, the bridge started falling.

I remembered getting out of sister's hold and ran towards him, not wanting to lose him. A web suddenly caught me in the foot, stopping me in place. I watched as Uncle Peter just smiled at me, giving a thumbs-up before the entire bridge collapsed, sending him and the Goblin to the river below them.

We waited for days and weeks, but no news. Suddenly, we received a message from the hospital, and Aunt MJ's eyes widened before she cried.

A week later, we had a funeral service for Peter Parker. I didn't know who found his body or who removed his Spider-Man costume, but it didn't matter. All that mattered is that I lost another father.

As soon as they were sure Spider-Man was dead, small time crooks went crazy, smashing stores, robbing banks and mugging people.

I didn't go to school for days, nor did I leave my room. Jazz, aunt MJ and little May tried to help me, but I was just lost. First, my parents, then my uncle. What was the point on having these powers if I can't save the people closest to me.

As I pondered on that question, I rummaged through the closet, to look at the things my uncle and I did over the years. I looked at the drawing I made of me being his sidekick, even making my own web-shooters.

Suddenly, I saw a suitcase, something I didn't remember being there before. Curious, I opened it and saw that it was an unfinished spider-themed costume. Attached to it was a letter, from Uncle Peter.

Eyes widening, I took the letter and read it.

Danny,

When I started training you, I didn't think you could control your gifts so well. It made me feel proud, like you were a son to me. I know it's your choice, but I made this for you. It looks cool, but maybe you can add your own personal touch to it. Personally, I'd go with red and blue. Very great color, an American-themed spider.

Look at me, rambling in a piece of paper. Look, what I want you to know is with great power comes great responsibility. You're a good kid, and I know you will do me and your parents proud. Hey, who knows, maybe you can take over my legacy.

Anyways, hope you like this present of mine. Can't wait for the day where we can web swing over New York together.

From your favorite uncle.

My vision became blurry as I read the letter. The door opened, and I turned and saw Aunt MJ there. She saw the tears and went to hug me, something I returned.

What was I doing, being so selfish? I wasn't the only one who lost something. Not only that, but I had the power to make sure this doesn't happen again.

So, with my aunt's blessing, I don the costume my uncle gave me.

I changed the color scheme, since I didn't want to completely take over. I want people to respect my uncle's memory.

It was a black hoodie with white sleeves and pants, black gloves and black boots, a white spider shown proudly on my chest, a mask that covered only my eyes and nose, with a pair of tinted goggles that helps me focus.

Since then, it became my job to protect the city from those who want to hurt others.

Oh, forgot to properly introduce myself. I'm Danny Fenton, but most people call me the Phantom Spider.

And like the Spider before me, I will protect the city of New York, no matter who I fight.

And there's the finale. Hope you like how the story starts. This story is going to start with Tony Stark recruiting Phantom Spider to fight Captain America. And as you may have guessed, this Spider will have an agenda against Cap's friend.

Next chapter, recruitment! See you later.

Edit: I decided to post this story earlier than I thought in memory of Stan "The Man" Lee. A guy who created childhood heroes to many people out there. Let's all remember Generalissimo, who gave us many happy memories and inspired plenty of people. Let's keep his memory alive, True Believers! Excelsior!