A/N: Before we begin, I'd like to inform you that this story will borrow elements from the Sam Raimi Spider-Man trilogy, Spider-Man: Friend or Foe, the Ultimate Spider-Man series, and the 1994 Spider-Man cartoon. Enjoy!

It was a regular night in New York City. The sky was pitch black, skyscrapers stood tall and clean, and jets blasted overhead. All was so peaceful. A young man, Peter Parker, whom has an alternate name and lifestyle of fighting crime and kicking butt: Spider-Man! The abilities to stick to walls, spin organic webs, and super strength.

"Uh, excuse me? I believe the technical term is called 'Stick 'em Powers."

Anyways; Peter has been Spider-Man for around two years now, and ever since he had that Spider-bite, his life had been changed.

Just then, he saw something in the corner of his eye. He turned and saw, in the distance, a bright light flashing through the sky. He looked at it in confusion.

"That can't be a shooting star. Can it?" he asked himself.

And as suddenly as the light came. It vanished. Spider-Man stared at where the light had been and then shrugged.

"It was probably nothing." he said.

In a flash, Peter was in a scarlet covered room. Spider webbing ran along the sides and met to a machine, which looked like a giant mechanical spiderweb. A single lady was sitting in a chair, with a visor over her eyes. Spider-Man knew her. It was Madame Web, the crazy old coot who always gave him the right advise.

"Crazy old coot, hm?" She prodded.

"Right, I forgot you can read minds."

She stared at Spider-Man with a mean gaze, then began: "Young Peter Parker, I have sensed a dimensional disturbance in a city called Station Square." she explained.

"That explains the light." Spider-Man recalled.

"Indeed." Madame Web said. "You must go to this city and investigate. I wish you good luck."

With that she faded away. The whole building around Peter collapsed into mist and he was suddenly back to where he was standing. He quickly took out his cellphone and dialed his friend's number.

Harry Osborn, son of CEO of OsCorp, Norman Osborn, and Peter's best friend, was lounging in the living room of his and his father's manor. A couple minutes ago, he stood on his balcony observing the streets below until he saw a bright light in the distance. As soon as the light disappeared, he brushed it off as nothing. Just then, his phone rang. He quickly picked it up and answered:

"Hello?"

"Harry, you there?" Peter asked.

"Yeah, Pete. What do you need?" Harry asked.

"Did you catch that weird light in the sky a few minutes ago?" Peter asked.

"Yeah. I saw it outside my balcony." Harry said.

"Madame Web said that she sensed some kind of dimensional disturbance in another city, so I need you to come with me. Pack up your gear and meet me outside my house tomorrow."

"Alright, Pete. See you tomorrow."

With that, he hung up the phone and headed to his mirror. He looked at his reflection for a second before pulling down the lamp on the frame. The mirror suddenly opened, revealing a small corridor leading to a large room.

It was a large laboratory which had a large testing chamber in the corner of the room, shelves holding vials of a green substance, other shelves holding round orange objects with green on top and bottom. There was also a machine that nearly resembled a bat, with purple wing-like platforms. It also had dangerously razor-sharp blades on the front. There was also a machine that resembled a snowboard. It had two air rotors and a mini jet-like engine on the bottom.

On a desk were three masks. One was a green metal mask that had golden pupil less eyes, pointy ears, ridged brows and an open mouth baring vampire-like fangs. The other was a shiny silver and gold mask with the same facial features of the green mask, except the fangs were a bit duller and the mouth was half closed. The last one resembled an ordinary paint-ball mask with a green mouthpiece and green goggles. He considered this one his favorite.

On that desk were sharp orange objects that resembled bats' wings. They nearly resembled the round orange objects in the shelves.

He went over and grabbed a suit on a hanger next to the desk.

It was a dark suit with a zipper on the front and a green belt buckle. There were green shoulder pads that were strapped very tightly. There was also a green scabbard on the back of the suit and on the right hip of the black pants.

Harry had been the New Goblin for over a year ever since the "disappearance" of the Green Goblin (whom he discovered was his father Norman, who was left with no memory of being the Goblin, and of his and Peter's identities as the New Goblin and Spider-Man respectively), and had been helping Peter (as he already knew his identity as Spider-Man) fight crime by his side since then. Even Jameson referred to him as an accomplice.

He grabbed his snowboard-like glider, which he called the Sky Stick, a few pumpkin bombs from the case, some razor bats, his mask, his sword, his blade gauntlets, and finally his suit before putting them in his duffel bag, which was big enough to fit them all in. As he made his way out of the lab, he took one last glance at the Green Goblin mask, hoping that his father will never find it again, before exiting.

It was a normal night at the offices of the Daily Bugle. As usual, J. Jonah Jameson, the Bugle's hot-tempered publisher, was on the phone with someone until he noticed his freelance photographer coming into his office unannounced.

"Parker?" asked J. Jonah Jameson, a man in his late forties and had a Hitler-like mustache. "Wasn't expecting you this late. What brings you here?"

"Oh, I just wanted to drop by and tell you that I'll be retiring for a while." Peter said.

"Retiring?" Jameson asked, confused. "What for? You're not even sixty!"

"I'm moving to Station Square for a few months. Everyone needs a day off in their lives." Peter pointed out. "By the way, I heard from Spider-Man that he's also moving out of town."

"What?" Jameson asked, surprised. "That menace is leaving New York? Why?"

"Well, the city doesn't always need him swinging around webbing up crooks all day." Peter said. "After all, you did keep calling him a menace when he's only trying to help. Guess he's just sick of it."

"Hmm… you're right." Jameson agreed. "Alright, I'll leave your checks in your mail while you're gone."

"Thanks." Said Peter. "By the way, I've also got a replacement."

"Replacement?" Jameson asked, raising an eyebrow.

"Of course." Peter said as he peeked out the door. "And here he comes."

Entering the office was a young African American boy about Peter's age. He wore a purple shirt under a black jacket and wore black pants and black shoes.

"I'd like you to meet my good friend, Hobie Brown." Peter introduced.

"Good to meet you, Mr. Jameson." Hobie said as Jameson shook his hand.

"You seem like you have talent." Jameson said with a smile. "You got the job!"

"Thank you." Hobie said.

Unbeknownst to Jameson, Hobie Brown was none other than the Prowler, whom Peter knew his identity and promised to keep it a secret; Hobie did the same for him. When they met in their costumes, Peter was able to convince Hobie to give up crime and be like him, which he did. Since then, he had been helping Spider-Man and his partner, the New Goblin in their crime-fighting crusades.

"Well, better get going." Peter said as he headed for the door, until Jameson stopped him,

"Hey Parker, one last thing; I've just heard from that city you're going to that some blue hedgehog just came out of nowhere and is running at a very high speed!" he explained.

'So that was the dimensional disturbance Madame Web was talking about,' Peter thought.

"Looks like something out of a cartoon." Jameson continued. "I want you to take pictures of him while you're there and I'll throw in a bonus of $25. Deal?" At that Peter just scoffed. 25 measly dollars. Only J. Jonah Jameson would offer a low amount of cash and call it a bonus. Jameson was a cheap man, which was one of the reasons why the Daily Bugle was one of the least respected newspapers in New York, if not the least respected.

"Make it $100." Peter insisted.

"$100? That's outrageous! You got yourself a deal."

"Alright." Said Peter before leaving the office.

"Good luck, Peter." Hobie said as Peter walked out the door.

Later that night, he was at his house eating dinner with the only family he had left, his elderly Aunt May. He had told her about the "vacation" and that Harry would be coming along.

"Well, look at it this way, Peter. Maybe you'll have more time to see new places." said Aunt May.

"Yeah, maybe." said Peter half-heartedly. "But maybe Spider-Man will have time for that too."

"Oh, Peter." May said with a laugh. She appreciated the good Spider-Man did for the city, and knew that the Bugle was wrong about him being a criminal, as he's saved her life once from Doctor Octopus.

Aftre he finished dinner, Peter sighed, knowing that it was time to tell her; being away for some time will worry her deeply, and the fact that Spider-Man also being in Station Square would draw suspiscion from her. He gently got up from his seat and looked at Aunt May in the eyes.

"Aunt May, there's something I've been wanting to tell you." he said.

"Oh please, Peter. Tell me anything." Aunt May said with a smile.

"Promise this doesn't leave the house?" he asked.

"Of course. I won't tell anyone about it." Aunt May said.

"Okay. Here it goes." Peter said, taking a deep breath. "Aunt May… I'm Spider-Man."

Aunt May looked a little surprised. "You are?" she asked.

"Yes." Peter answered as he continued. "During that field trip at the labs, I was bitten by some spider that gave me these powers. Ever since Uncle Ben was killed, I always remembered that night that with great power comes great responsibility. I wanted to show how much this city needs Spider-Man. The reason I'm telling you this right now is because being gone will get you worried, and that Spider-Man being in Station Square as well would make you suspect me. I'm sorry for keeping this from you."

"Oh, it's okay, Peter." Aunt May said calmly with a smile before putting her hand on her nephew's shoulder. "Because I already knew!"

Peter looked at her with shock as soon as she said that. "What? How?!" he asked.

"You always said Spider-Man wasn't a criminal, and I knew you were right when you saved me from Doctor Octopus a year back." she explained. "And when you always defended Spider-Man's actions, I figured that it was you behind the mask the entire time."

Peter was speechless. He never expected Aunt May to reveal something like this.

"All this time I was afraid of telling you." Peter said.

"You shouldn't be afraid to tell me anything!" Aunt May assured him. "This changes nothing. You're still my nephew, I'm still your aunt. I'm so proud of the man who'd become…"

"I'm the man you raised me to be." Peter finished for her, and Aunt May looked at him with a smile. "By the way, Harry and MJ also know."

"Like I said, I already knew." Aunt May said with a smile. "After all, they are your friends."

Just then, the doorbell rang.

"I'll go get it." Peter said as he walked toward the front door and opened it. He was surprised to see his childhood friend Mary Jane Watson waiting with a smile on her face.

"Hey, Pete!" Mary Jane said cheerfully.

"M.J.!" Peter said surprised. "I wasn't expecting you." he then took notice of the duffel bag strapped to her shoulder. "What's with the bag?"

"Harry called and he said you needed help with something in another city." Mary Jane explained. Both Peter and Harry knew that she figured out their identities as Spider-Man and the New Goblin respectively, and that she would keep their secret.

"M.J., Aunt May knows." Peter said.

"Knows what?" Mary Jane asked in confusion, but then went wide-eyed at what he meant as she saw Aunt May peeking out the kitchen, who smiled and nodded. "No way!"

"Come on in!" Peter said as Mary Jane snapped out of her stupor and entered the house. As soon as Peter closed the door, he turned to Aunt May.

"By the way, Aunt May." Peter said. "This isn't some kind of vacation, it's more like a mission."

"What kind of mission?" Aunt May asked.

"Well, Jameson said that there was some kind of blue hedgehog running faster than a speeding bullet in Station Square!" he explained.

"Oh, I've seen it on the news!" Aunt May said as she remembered. "It doesn't look like any hedgehog we've seen."

"Maybe he could be on our side." Peter deduced.

"You'll find out tomorrow." Aunt May said.

Peter went up to his room and packed up everything he would need for his "mission", including his costume (which he didn't need to hide anymore now that Aunt May already knows his secret), while Mary Jane was given another room by Aunt May. The next day, the two went down for breakfast that Aunt May served them, while Harry arrived outside the house, ready to go. He was shocked when Peter and Mary Jane told him about Aunt May's knowledge of their secret, but he was okay with it. Aunt May took the trio to the train station where they would catch a train to Station Square. Luckily, it wasn't far from New York. Before they got on the train, Peter said his goodbyes to Aunt May.

"Call me if you need anything." Said Aunt May.

"Don't worry. I will." Peter promised.

"I also called your school and told them that you'll be unavailable until you come back." Aunt May explained.

"Thanks." Peter said with a smile.

They hugged and then Peter got on the train with Harry and Mary Jane and headed towards Station Square. As the train left, Aunt May looked on with a solemn look.

"Good luck, you three."