Spider-Man G2 Chapter 1: Origins, a spider-man fanfic

4/19/15 - Hey everyone, J-Eazy here with the first chapter to Spider-Man G2 (Generation 2). I hope you all enjoy it.

Also, I'm going to try my best to bring in other famous Spider-Man villains into the mix, mainly ones slightly or never mentioned in the comics, with their ages slightly altered to fit the Ultimate Universe (Not anything too drastic of course.)

5/15/15 - this chapter has been updated.

Disclaimer: I don't own Spider-Man or any other Marvel characters mentioned in this story. They are owned by Marvel.

So, without further adieu, shall we begin?

"Greetings, I am Uatu the Watcher. And as many of you know, I have the power to see into alternate realities, but never do I interfere in them. And in the reality we watch now, a monumental change is about to occur."

"In the universe you know as Earth-1610. Before the original Spider-Man's death, Miles Morales was bitten by a spider, granting him powers so that he will take on the mantle of Spider-Man, in honor of Peter Parker."

"But in this reality, fate and altered history have shifted time in this reality forever. While Miles Morales' origins remain unaltered, in this reality we learn the question..."

"What if Miles Morales wasn't the only new Spider-Man?"

...New York City, the day of Peter Parker's funeral...

Have you ever had one of those days when you wake up and can plan out everything that'll happen during the day, and one thing different happens and it changes the whole day for you? Well for me, today was one of those days. Let me start from the beginning…

…3rd Person P.O.V…

It is another day in New York City; the birds are chirping their songs, the cars move along their normal routes on the way to work, and the buses go along their everyday route on the streets. But what got everyone's attention, was a guy, named Michael Holt, red as a cherry, running along the street chasing after a school bus.

'Why did I listen to them?!'

The 'them' Michael was referring to was Frances Barrison and Ryan Carson. Frances was 17 years old, the same age as him, luscious black hair, stormy-gray eyes that could pierce into someone's soul, and to her rare laugh that was as light as air. Unfortunately, there was just one little problem.

The two were on totally separate social classes. He was the prime definition of nerd: big glasses, boring clothes, even an asthma-inhaler. The only way he could be any nerdier is if he had that weird Neil Goldman Family Guy voice, thankfully he didn't.

She, however, was one of the girls in the 'Cool Kid' group, despite her emo apparel: black lipstick, black nail polish, and anything else you would see in an emo girl. Ryan however, was the prime example of a jock: tall and muscular. The only thing that set him apart from all jocks was that he was pretty intelligent.

So one would probably assume that anyone in a group like that would take any chance they could get to humiliate a guy like Michael.

This had been one of those times. She had been sitting there as usual with her boyfriend Ryan, minding their own business, Frances was listening to her music, and Ryan was searching the web on his phone. Slowly, Michael approached the pair and gave a quick "Hey".

No response.

He spoke once more.

Same result.

Before he could speak again, silence filled the room. Frances' music abruptly stopped blaring, Ryan stopped texting, and Ryan looked over to Michael, waiting for him to say something. Michael remained silent for a minute, trying to remember what he came here for. Thankfully, something came up.

"When is the bus leaving, you know, for the field trip?"

"Half past eight." Michael replied.

"Sure." He replied, sarcasm heavy in his tone.

Silence filled the air yet again, this time with Michael trying to figure out what to say next, and failing.

"Got it…thanks." He said before doing a 180 and quickly walking out of the school. "Jackass." He muttered.

So 8:30 was drilled in his brain. And when he arrived at school at 8:15, it was the perfect time to see a yellow school bus make a right out of the parking lot and make a right down the street.

It was a funny sight, believe it or not; a man, red as fire, sucking up dust, booking it towards a school bus, nearly tripping repeatedly during his sprint. Thankfully, someone had the nerve to speak up and tell the driver to stop the bus. The bus slowed down, for a moment Michael thought it was another tease and the bus would take off again, but the sound of the doors opening filled him with hope.

"Sorry." Michael choked out towards the driver.

The bus driver grumbled to himself before closing the door behind Michael. Michael staggered forward towards the back of the bus, heart pounding against his chest, muttering a short "Sorry" to everyone he passed for wasting their time.

He got a particularly bad look from the teacher, Mr. Mays. Michael always got a slight sense of nervousness around Mr. Mays, from the surprisingly strong physique, to the look that gave a 'Don't mess with me' feel to him. Mays gestured for Michael to find a seat while impatiently checking off a box on his clipboard.

He managed to move on and slowly wobbled towards the back, he turned and saw a seat open up and quickly sat down next to the girl already seated there. As soon as he sat down, he took a minute to observe the individual who helped him out. She has golden-blond hair, with blue streaks going down the sides, a skin-tight blue and black-striped t-shirt, and a skirt that showed off a little too much skin. Michael quickly looked away after noticing that, a blush covering his already reddened features.

"You know, when a girl dresses like this, she expects to get a few looks." The girl spoke out.

Michael turned to look at the girl; she had a light smile stretch across her lips and starred at him with light-blue eyes that seem to add more nervousness to him. "Sorry." He managed, the girl just laughed in return.

"I'm Max."

"Max?"

"Maxine Mills."

"Ah...I'm Michael...Michael Holt."

"I can see that." She said.

Silence fell between the two, until Max spoke up. "So, you glad you made it onto the bus?"

"Yeah." Michael replied. But somehow, his mind wouldn't let him remember where he was going. "Where was the bus going again?"

Max game him a look that was the equivalent of an animal turning its head towards an odd noise.

"Trask Industries, remember?"

That's when it all rushed back in on Michael. Trask Industries, one of the biggest manufacturers in the nation after the end of Oscorp. Bolivar Trask became one of the richest and most powerful men in the town, next to Roderick Kingsley of course, who provided funds towards the company, helping it achieve the success it has today. Taking a deep breath, Michael relaxed and tried to enjoy the ride.

…A Few Minutes Later…

Daniel Trask shifted along the backseat of the Bentley, sneaking looks at his dad, Bolivar, wishing he would be anywhere else but here. Bolivar hadn't glanced over at his son for the last few blocks; not because of disrespect, but basically managing his work on his iPad, checking meeting times and managing stock. Daniel's attempts at conversation with him were either met with short grunts, or silence.

As the Bentley pulled up to the curb, Daniel could see the cluster of student's unloading from the school bus parked behind them. This is one of those moments Daniel feared, an example of his social class. Daniel knew that he was probably the richest kid in school, but what embarrassed him was the obviousness of it all. Like now for example, as most of the kids arrive by school bus, Daniel arrives in a vintage Bentley.

The window was slightly opened and he could hear his teacher, Mr. Hays, guiding the loud sea of students. "Okay, now will everyone please proceed up to the…KNOCK IT OFF!" He bellowed and the uproar came to an end before anyone could have reacted. "…Up to the front entrance and wait quietly until everyone is accounted for?" he continued in the same light-harsh tone.

Suddenly, all eyes turned to the Bentley. At that moment, Daniel wished he could just die from all the embarrassment. He attempted to salvage as much as he could, but quickly finding himself leaving the Bentley, uttering a "Bye" to his dad.

He squinted a minute, his eyes starting to adjust to the bright autumn morning after seeing the dimmed version from the smoked windows of the Bentley. He stepped onto the sidewalk, turning his head slightly when recognizing the stunned and impressed faces of his fellow classmates' faces. They began to approach the car as if it were made out of pure platinum, which made Daniel more embarrassed than he was before.

"Hey Danny." said a familiar voice from the crowd.

Danny turned and relaxed when he saw his friend Michael emerge from the group of students. He noticed Michael's face sported a light-pink hue to it, as if he'd just finished a marathon. But as to why it was like that, was a question for a later day.

"Hey Mikey." He said.

Then Daniel remembered; he borrowed a few books from Mikey because he forgot his at school, he intended to return them, but he left his backpack in the car. He turned back to get them before the car took off, but froze as the back door opened and his father emerged from the Bentley, holding the bag. "I think you might need this." He said with a calm voice.

He handed Danny the bag, but his gaze turned to Michael, sizing up the guy who approached his son in a friendly manner. Realizing an introduction was needed; Daniel cleared his throat and spoke up. "Michael this is my father, Bolivar Trask."

Michael was stunned for a minute, surprised to be meeting Trask for the first time, but he managed to compose himself, take a deep breath, and offered his hand. "I-it's an honor to meet you sir." He said, shaking Bolivar's hand.

Bolivar laughed good-heartedly. "Danny told me a lot about you, he says you helped him pass his chemistry classes."

Michael quickly felt embarrassed. "Well, it wasn't that hard once you explained it."

Danny quickly stepped in, "Listen dad, we got to go."

Unfortunately, his father thought the conversation was too important to end it quickly. "Say, how much have you read on my work?"

Michael remained silent for a second before replying. "I know a lot sir…I read all about Trask Industries and their AI department, really brilliant stuff."

Bolivar was a little surprised by that. It wasn't everyday he found someone so interested in his business, usually it just other business members or rivals, not a simple high school student. "Impressive, your parents must be proud of you."

"I just live with my mom, she is proud."

But before the conversation could continue, Mr. Mays was finishing up ushering the kids into the building, until he saw two other teens further down the steps, "Hey you two, I'm closing the door!"

Michael looked to Mr. Mays, then back to Bolivar, offering his hand to shake. "Nice to meet you Mr. Trask."

He returned the gesture. "It's been a pleasure, hope to see you again." He said before heading back to the Bentley.

After that, Mikey and Danny began to walk-run into the building. During this time, Michael tried to figure out what sort of heat Danny sometimes had with his dad.

…A Few Minutes Later…

The tour began soon after Michael and Daniel entered the room. But despite it being a big tour, it was moving along quite quickly. The tour guide walked through the nanobot section pretty quickly, giving a detailed explanation of using nanobots to help perfect cross-species genetics. Then the group entered the arachnid portion, and that's when things took off.

The tour guide was talking about its advancements in perfecting the genetic coding in animals to help cure humanity later on. He spoke on how they are using old Oscorp technology to help simplify genetic coding in spiders and that they've already succeeded with five spiders and should be complete with more along the way. Aside from a few jokes from Ryan, everything went by smoothly.

Unfortunately, what the guide didn't mention was that out of the five spiders, one of them wasn't accounted for before the field trip had started, it wasn't a severe issue, it wasn't as strong and altered as the others, but if the spider bit someone, the effects would be deadly. Unknown to the scientists there, all they had to do was look up and they would see a web spun up right above them.

The spider itself was a being of instinct, nothing more…nothing less. That being said, it wanted, no, needed to act on it, and all it needed to do…was feed. And in its line-of-sight, it saw all the food it would need. All it needed to do was lower itself towards the first meal, and it did just that. The arachnid lowered itself onto the arm of its prey, slowly crawling until it found something warm to bite, crawling lower until it found its target…

"Ow!" Michael said in a low whisper, while quickly smacking at his right hand. He looked over to his hand and saw what the issue was. A spider, or what was left of one, apparently decided to make his hand an early morning meal. Luckily, his slap stopped it just short. At least, that's what he thought before he saw the tiniest strand of blood begin to ooze from the wound.

"Mikey." Danny said, snapping Michael out of his trance. "Are you alright?"

"Uh…sure-sure." Michael quickly said, trying to assure his friend before moving on.

The last part of the tour was what the scientists called: Cross-Species, or animals DNA being spliced with human DNA. The group entered the room, and it felt like walking into a circus. There were only a few known cross-species in the world, mainly lizards, scorpions, vultures, even a rhino. The group walked up to the scorpion before the guide spoke again.

"This, students, is the result of scorpion DNA with that of a humans. " He began. "She is the first of her kind. Before we move on, does anyone have any questions?"

The group remained silent, until Max raised her hand. "Does she have a name?"

The guide smiled before speaking. "Yes, she does, her name is Lucy." He answered before turning around and lightly tapping on the glass. "Hello, Lucy."

The creature didn't reply, she just sat there with her back turned to the group, lightly eating its morning meal.

Michael and Danny both made it to the side of the group facing Lucy, both guys showing signs of wonder and amazement at the creature. Suddenly, Lucy looked up from her meal and quickly around her cage, like a dog trying to locate the source of a loud sound, before turning around towards Michael and Daniel, and jumping lightly towards them, more specifically Michael.

Luckily, the glass stopped Lucy from possibly going through the glass, but as she recovered her composure, she was still staring at the person on the other side of the glass.

"That's so strange…" The guide said. "…She only reacts like that towards the other cross-species."

The group remained silent. That is, until Ryan spoke up again. "Hey Mikey, maybe you might get a girlfriend after all." He said to himself before stepping away slightly from Frances before she noticed he even said anything.

At that moment, the feeling in the room turned from fear and slight panic, to extreme amusement as the class erupted into laughter. Michael felt a sharp sting in his face as his blood rushed turned redder than the blood now barely escaping the wound on his hand.

"Alright everyone…" Mr. Mays said, trying to calm everyone down. "…KNOCK IT OFF!"

And just like in the front entrance, everyone's amusement quickly dropped like flies.

"Now then…" Mr. Mays said in his usual calm tone. "…Continue."

After that little moment in the Cross-Species lab, the tour kept going without a hitch. Soon after the tour was over, everyone was back on the bus and on their way back to school; Michael and Danny got on board the bus and went back as well. Daniel, throughout most of the bus ride, noticed how Michael started to look like the wrath of God on the way back to school, but thought nothing too much on the subject, thinking it was just slight fear over the scorpion jumping at them.

Michael however, was trying not to close his eyes and die on the bus. He didn't know how, but it had to have been the spider that bit him. He was just glad it was a half day due to Peter Parker's funeral, too bad he'll probably be too sick to attend. All he could do was wait for the bus to get to the…

"Mikey?"

…school.

"Danny?" Michael said, while trying to adjust his eyes to the bright light. "What's up?"

"Dude, we're at school, get up and get out."

"Sure." Michael said, getting up and walking through the aisle and off the bus, but not without swaying and tripping over his steps and nearly falling off the bus.

"Dude, are you sure you're alright?"

"Yeah man, I'm fine."

Danny just replied with a look that said: 'Do you think I'm an idiot?'

"Danny… I'm FINE." Michael said before starting the long walk to his house, leaving his friend in a confused mess.

…Holt Residence, 12:15 P.M…

Michael's mother, Melina, was waiting patiently on her living room couch for her son to arrive. Mostly due to the fact that she got a text from Michael's friend, Danny, saying Michael may have come down with something on the field trip and is heading home. Being the mother she was, she was a little concerned.

Suddenly, her concentration broke when she heard the front door quickly open and slam shut. She turned to see Michael walk through the door. And just from the quick glance, she could see what Daniel had meant; Michael honestly looked like the wrath of God had been dropped upon him.

"Hey Mikey…" Melina began. "…How was the trip?"

"Good." Michael quickly replied, ignoring her question.

"Are you okay, you look a little pale."

"Yeah." Michael said quickly, his voice cracking slightly, while heading up the stairs and into his bedroom.

Melina stood there for a minute, trying to map together what quickly transpired, before shrugging her shoulders in defeat. "If he needs help, he'll ask for it."

…Michael's Room, Same Time…

"Help." Michael whispered, too weak now to talk.

If Michael never knew the definition of Hell, he knew what it was now. He felt like his skin was on fire, like someone left chucked him into an open furnace and he was roasting alive. All he could think of is trying to cool himself down before he dies of heat exhaustion.

Thinking quickly, he tried to remove his shirt. Unfortunately, that didn't work. But before he could react, his legs became jelly and he fell flat onto his mattress. Before he could acknowledge what happened, he suddenly shifted from hot as hell to cold as ice, and he tried to get under the covers. But all he did was succeed in rolling himself into a small cocoon and landing on the rug by his bed. He tried and tried to escape, but before he knew it, he closed his eyes and lost all consciousness.

4/19/2015 - Hey everyone, I hope you all enjoyed the chapter, and that little Watcher cameo (I know the Watcher in the main Ultimate Universe looks nothing like his other counterparts, but this one has the same look that all the others do). Also, please leave a review for the chapter, it helps me out to hear what everyone says about my story (If you like it, great. If you don't, great, just let me know what you don't like and I'll fix it. Also, try not to flame, we're all here to have a good time.) Thanks.