It only been a only a month since that night Peter's uncle died, and he took up the mantle as your "Friendly Neighborhood Spider-Man". Peter felt like he would never forgive himself for what happened to his uncle Ben. Although, still traumatized by the event, Peter had other things to worry about. Peter as his alter ego, was maneuvering from building to building, looking like he was in a hurry. All that could constantly go through Peter's mind now was, 'Late! Late! Late!' All night before, all Peter was worrying about was trying to make his wrist mounted web shooters, so he slept through his alarm clock the following morning. As for the time, it's eight: fifty A.M.

As the young "hero" was making his way to his destination, and his mind was still rocking, there was a bank robbery taking place. The sound of the alarm was indistinct compared to the sounds of the gun fire being traded between the cops outside the building and the thugs inside.

One of the thugs took cover by his partner to reload. "Man, what the hell is taking Shultz and your crew so long?" The thug asked.

"Shut your trap and keep on shooting!" His partner said. After he said that, he popped up, and shot three cops, using a hand gun, than crouched back down. "They'll be out in a minute!"

Down in the bank's vault, there were these three thugs robbing, and one of them looks like an orange human pillow cushion – Herman Shultz. The other two, known as Ox and Montana were waiting for Shultz to crack the safe as they had to hear that rumbling noise coming from his gauntlets. Montana was looking out, having a hostage tied up beneath his feet with a machine gun. Ox on the other hand lost all the patience he had.

"How long is this going to take?" Ox shouted as he intensely spread out his arms, midair. "Seriously, the police is already here, and you're taking your time!"

"Well if I could hurry, we still wouldn't be here!" Shultz said. "These seismic gauntlets can go up to a certain frequency. So why don't you just be quiet as I finish this you cow!"

"Ox! The name is Ox!"

"Yeah, yeah, whatever!"

"Will you two quit your arguing?" Montana asked them firmly. "They may have us outnumbered, but the way I see it is that we have them out gunned."

As they continued to try and destroy the safe, the police officers finally managed to get in, due to the thug and his partner running out of ammo. As one of them flew of failing to warn Shultz, Montana and Ox, the other one just stood there, letting the cops handcuff him. Something was strange with that, him having that smug look as he got caught. The cops slowly into the vault, but before they could make it, Shultz had finally made it in. Pushing the vault down, Ox was about to make his way in, in till…

"Freeze!" One of the police of the officers said.

Ox then looked back.

"Step away from the vault, drop your weapons and get on the ground! All of you! Now!" The cop hands were a little jittery, like he's been hopped up on coffee.

"Why you shaking there?" Shultz asked. "Am I making that big of an impact?"

"Shut up! On the ground! Now!"

"I think you might as well leave before it gets any uglier partner." Montana had said. He had the tied up civilian in his grasp in one hand, and locked a gun to his head with the other. The civilian, felt hopeless, having to be in this.

"Oh my- Stand down!" The police officer said, as he put his gun down, followed by the other police officers.

One of the officers left out of hearing distance. "This is Officer Carter, the perps have a civilian. We need that reinforcement now, over."

"You might as well just let us be." Montana said.

Ox, was getting all the money he could, putting them in the bag.

"You heard him." Shultz said as he charged his gauntlets. "That means move!" He then shot a strong vibration straight through, sending them flying like a ragdoll into the other room. "Heh, heh."

Concerned, Officer Carter cocked his gun, and went running in, and without warning – bang. He was seated on the ground, as he held his shoulder and dropped his gun. Groaning, he was unaware the civilian Montana pushed down by him.

"You should've left well enough alone." Montana said as he pointed a gun at his head.

"This is the worse episode of cops I ever seen!" Came in wisecracking and immobilizing the mob enforcer, finally arriving, was no other than Spider-Man.

"What the-?"

Spider-Man then swing – using his hand – on the ledge of the door way, kicking Montana in the face.

"Oof!" Montana fell to the ground as blood appeared from his mouth.

"Well let's put a little twist on this show, with the triumph card, with the Amazing Spider-Man!" Spider-Man said. Spider-Man then dropped kicked Shultz, bouncing off his chest on to Ox's back. "Hey there big guy. You missed me?"

"Get off me!" Ox yelled out as he grabbed the young hero from his back and threw him to a wall.

"You do miss me!" Spider-Man said as recovered on the wall. "And me feeling the complete opposite. But don't worry, I still brought something." Spider-Man webbed up Ox eyes, then wrapped him in a web like stray jacket. 'I am so loving my new web shooters.' Peter thought to himself.

"What is this stuff?" Ox began to scream in frustration.

"All my love and discipline before I send you behind bars, without supper." Spider-Man said, than tackled Ox, then face kicks Shultz, to move him out of the way to get to Montana. "I would question why you losers are out of prison so early, but if I had to test my new web shooters out, it wouldn't be on just anybody, it'll have to be someone I really, really hate." It was amazing how with that entire thrill going through his head, Spidey didn't even take to even care to notice Shultz.

Moaning, Shultz got up on his hands and knees, shaking his head, finally getting the attention of Spider-Man.

"Whoa! Is that you Crenshaw? I always thought of you as 'Fancy Dan the garbage man', not 'Cushion the Circus freak, or…"

"Oh my god, Shut Up!" Herman said as he shot out his gauntlets.

Then it ringed off in Spider-Man's head, giving him a temporary tingling headache – his spider-sense, warning him of incoming threat. The sense is able to tell Peter where and how dangerous the threat is, and now it's telling him to get the heck out the way! Spidey then tried to make a leap out of the way, but before he could, he was sent flying out the vault room, and falling face first to the ground. "Ugh." Spider-Man moaned, as he got up, feeling like he got hit by truck, twice. Spider-Man tried to shake off the feeling, get back his balance. 'Okay, that was odd! My head is still shaking from that – that – what the hell was that?' He thought to himself.

"You have to be kidding me?" Shultz yelled out as he came out the vault. "You mean to tell me that the criminal underworld greatest threat by a brat, prancing around in a Halloween costume?" Finishing his sentence, Shultz shot out another seismic blast at the wall-crawler.

Spider-Man, in dodging distance, managed to leap backwards out the way, sticking on the wall above the entrance. "Hey, at least I have a nice colorful costume, and don't have pointy ears on my head!" After that sentence, he dodged another blast shot by Shultz.

The blast was so strong, it tore a hole in on the wall Spidey was sticking to, and the remaining debris blocked out the entrance.

Standing on the desk, Spider-Man asked Shultz, "Man, who are you anyway? Wait, wait, wait! Don't tell me! Crazy, ridiculous costume, shocky do-dads things, I'm going to out on a limb here and say you must be 'Crazy guy with back taste in jewelry' or something even more stupid like 'Shocker' or something."

"Wouldn't you like to know freak?" Shultz yelled out. "I would tell ya, but it wouldn't matter long, would it?"

"Oh, with a lame cliché like that, you must be 'Shocker', and not because of the fancy vibrator, mainly because- Uh-oh." Cut off, Spider-Man then jumped out the way again, to avoid be hit by Shultz blast. "Hey I wasn't—"

Shultz was charging his gauntlets to full capacity to finally put an end to his – what he thinks – highly annoying foe.

'You know, I bet all the pennies I don't have that if I web up his gauntlets I'll use his powers of his against him. Worth a shock. Okay, that was corny.' Spider-Man thought to himself. "Hey Shocker…" Spider-Man had his web-shooters pointed at Shultz hands. "…this may seem like a shocking ending to you!" He then pressed the trigger on his web-shooters, but strangely not a single web came from Spider-Man's wrist. Dumbfounded, Spider-Man kept trying to shoot his web, but with no succession.

With Spider-Man completely distracted, Shultz had fired off seismic blast again, and to Spider-Man's surprise, trying a last minute bail out, he found himself flattened to the wall. Moaning and groaning, Spider-Man got on his hands and knees, getting back up off balance, dazed, and then the last thing he heard was weeire, before impact.

"I did it?" Shultz asked himself. "I did it. I took out—oh my god. I actually did it!" Shultz raised his arms in victory. "Ha, ha, ha!"

Ox and Montana had finally came out the vault with the money, seeing Shultz, but no sign of Spider-Man.

"What the hell happened to this place?" Ox asked. "Where's that Spider-Kid?"

"You're looking at the guy who just ended you little bug problem!" Shultz said. "You could thank me now with your slice of the bread."

"You killed Spider-Man?"

"Enough of this celebration, we gotta move." Montana told the two.

"All right then." Shultz said. Herman shot out at the entrance, destroying the rubble, creating the clear path.

"It took you guys long enough!" The crook that was capture, known as Fancy Dan Crenshaw, the one Spidey was talking about in the vault, said as he appeared in the door way. "Come on before more cops show up."

Following Dan's advice, they then followed him to a black SUV.

Rolling down the window a guy with a flat head asked them, "Is that all the dough?"

"Yeah it is Hammerhead." Shultz said. "Also, for a bonus, Spider-Man is no longer a problem to your boss."

He then grinned, as Ox, Shultz, and Montana got in the back seat, as Crenshaw drove off from the scene.

Later on, finally gaining back his conscious, Spider-Man, groaning, founded himself in rubble; lucky enough not to be crush. "Ah, my head." Spider-Man said. "What happened? Oh yeah, that Shocker guy. I wonder how long I been out." Using his spider strength, he managed to move some debris, and got some visual of his surroundings. Just with the web-head's luck, he saw more cops inspecting the bank, which made Spider-Man moan more.

"Don't anyone understand I got places to be?" Using his strength more to push out the rubble, he made more noise, catching everyone's attention.

"It's Spider-Man!" One of the female cops said, aiming her gun at the young hero, causing everyone else to aim as well. "Spider-Man, you're under arrest, put your hands on the ground!"

"Uh, you see I would, but I have places to be, and well…" Spider-Man then jumped out the window, following for the cops to shoot him. To make matters worse, there were a news team, and more cops outside. "Hey, I'm on TV."

"Freeze Spider-Man!" One of the male cops said.

"I don't think they'll do freeze frames… Wuh-oh." Spider-Man was being shot at by the cops, but being a safe distance, using his speed, agility, reflexes, but most importantly, his spider-sense, he managed to dodge all the bullets. He maneuvered on up to a tall building to get away from all the cops, and get to his book bag, which he left on another building. "Man, what time is it?" Spider-Man checked his phone, seeing that it is nine: fifteen A.M. "Oh great! This day just keeps getting better doesn't it?" After he made that comment, to his surprise, he had been nailed in the shoulder with bird poop.

"Spider-sense, you suck."

A little later in time in Midtown High-School in Queens, nine: thirty A.M, in biology one-zero-one, biology teacher, Miles Warren, was teaching his class on gene splicing.

"As you see class, genetically splicing someone's DNA is extremely dangerous, and can lead to death, or maybe even something worse." Mr. Warren told his class.

The class had looked bored out of there mind, few of them going to sleep – drool on the desk even – some weren't paying attention, but there was this one girl who was paying the most attention, writing down all the notes fast like a typewriter.

"We, as scientist thought, there was no chance in splicing the genes with a human, in till we tested them out on the like of lab mice. We then started to wonder if we could splice genes with a human, but that would be illegal testing. But, I guess someone finally decided to take a step and evolve further. We can't tell if it was an accident, or on purpose, but whatever it was, not saying I hate the guy, it made public menace, Spider-…"

"Hey yo, I'm here!" Peter said in his civilian attire, jumping inside, landing by someone's table, causing the whole class to laugh.

"…Man." Sigh. "Mr. Parker, late again I see. I guess you made up for it with that 'enlightening' entrance of yours."

"Um, uh, sorry Mr. Warren. My Aunt had to go to work, and so I had no one to wake me up with I overslept." Peter handed the tardy slip to Mr. Warren as he scratched his head as he explained.

"Uh-huh. What happened to your face? What had you up so late last night, hmm? You're doing what I think you're doing, are you Peter? So we need to have to speak to your aunt about?"

"Uh, no, uh…" Peter wondered off in his brain to find a good excuse. "I was doing web design… Peter said. "…for the Bugle! You know! They have me as webmaster, and um…"Peter panicked.

"Just go sit down Mr. Parker." Mr. Warren said.

Peter walked down to the end of the class, taken a seat by the typewriter girl.

"You are going to have ask for someone's notes. I do not repeat myself. So, back on the subject at hand…" Mr. Warren was cut off by a raise of hand. "Yes, Mr. Thompson?"

"Yeah, I'm still stuck on the whole Spider-Man being a menace thing." Athletic, blond, jock, Flash Thompson said. "I mean have you seen the guy on the newspaper? The guy took down armed thugs, carjackers, and other ass-faces on the street committing crime!"

"Nobody is saying he's a bad guy, not counting the Bugle of course, but it's that Spider-Man is taking laws into his own hands."

"So? If the cops were doing their job, instead of eating donuts all they, maybe Spidey wouldn't have to jump in. I mean for reals."

Peter looked at the girl beside him, causing her to look back with a book half-way in front of her face. Moments after class ended, Peter and the girl were walking and talking in the hallway. It seemed like they were friends to begin with.

"Oh come on Deb's!" Peter pleaded.

"No." The girl – who goes by the name Debra Whitman – said.

"Please?"

"Forget it Peter."

"Why can't I get it?"

With narrowed eyes, Debra gave Peter that "you remembered what happened last time look" – which came with a lower lip stick out, with one hand on her hip while holding a book on the same hand.

"This isn't about the time I lost your last notes is it?" Peter asked.

"What do you think?" Debra asked.

"Okay, there was a little mishap with this experiment I was working on, catching your work on fire." 'The result was to never bring your book bag with you during a highly advance gun fight ever again.' Peter thought. "I was reckless." Peter said.

"Okay, fine." Debra said as she gave her notebook with Mr. Warren's note to Peter. "I want it back by the end of the day. Not tomorrow, not three: thirty-two, the end of the day." She said as she poked Peter at the chest.

"Okay, okay. Sheesh! Make one mistake and you can't be trust."

"Can you believe what Flash said in class?"

"That was completely off topic."

"Can you believe what Flash said in class?" Debra eyebrows started to quint, pointing like she's trying to think of something.

"You mean when he said he read the newspaper?" Peter asked "What all I been through, that's the most shocker of the day."

"No! Him actually worshiping that man-monster thing, Spider-Man."

"Spider-Man?"

"Yeah!

"You mean you don't like him?" Peter's face started look all gloom of doom.

"It makes feel real uncomfortable with someone like him around."

"What do you mean?"

"He has all these powers, trying to prove to us that he's one of the good guys." Debra said, starting to press the book real close to her chest, pressing the top with her chin. "What if the guy goes all crazy, and you know, on a killing spree."

"Come on…" Peter said, laying a hand on Debra's shoulder as they walked down the hall. "…I don't believe with all the trouble he goes through, he'll go and do…"

"Also, Mr. Warren mentioned that genetic-enhancing can cause serious side effects, like becoming more like a monster. What if this is just an early stages, and then overtime."

"Deb, you gotta stuff stressing over this type of stuff. It's all in your head. None of that stuff is ever going to happen." Peter then start to look and grasp one of his happens, having cautious looking face. Peter spider-sense then start to go off, but in school? The young boy then start to wonder what could've cause the alert. It then hit Peter causing him to sigh, and then it hit him.

This bald, big, kind of gorilla looking student, hit a football, but hit Peter in the back to catch the football, causing Peter to fall, Debra to scream, and the whole hallway to laugh.

"Ha, ha!" Flash laughed! "Touchdown Kong!"

The boy named Kong wanted to do a victory dance, but his side was hurting a bit, and he screamed a little bit in agony, being mistaken by Flash as a victory yell.

"Yeah Kong!" Flash walked over and screamed like his was powering up, then grabbed the football. "That was for you and your plays at the Bugle, Parker. You better remember before you guys decide to go and bash on Spidey."

"Oh my God, my I feel like I just hit a brick wall!" Kong said.

Gritting his teeth, not in pain, but anger, Peter got on one of his knees, and looked straight at Flash's face. "If you had any brain cells, you know I don't work the editorial stuff there, and can't convince the publisher, Eugene."

"Well how about you try a little harder, puny Parker."

"That's enough Flash!" Debra Whitman pushed Flashed away from Peter.

"Oh, ho, ho, ho, so you got your geek friend to back you up twinkle puff."

"We don't want any, uh; trouble, so why not you just, um, you know, just go!" Debra said, stuttering through most her words.

"Uh, uh, uh what are you trying to say? I couldn't understand you well, dit-wit." Flash said.

"Back off Eugene…" Peter said, as he went face to face the broad jock. "…before I slap that stupid smug face of yours!"

"Oh, and what you're going to do you sissy-faced geek?" Flash said as he grabbed Peter by his shirt. "If you even dare to touch me I'll send you with your stinking uncle." As soon as Flash said that, it had gotten quieter, as the people who heard were in silence and suspense.

Kong stopped messing with his back, and broke it up between Peter and Flash. "Dude, that – that wasn't cool." Kong said.

"Like I care!"

Peter's face was lit up with a fury of anger, his fist bald up and veins popping out. Peter was giving Flash a devastating death stare. Peter felt like he wanted to kill Flash. No. Kill wouldn't make Peter happy. He wanted to reveal to Flash that he was Spider-Man and kill him slowly and painfully, but he know his uncle wouldn't approve.

Debra saw the look on his face, something she'd never seen from Peter, ever. She started worry at what Peter might do, afraid that he might do something he'll regret. She took Peter's arm, and took him somewhere far away from the scene.

"Typical puny Parker! Always running away from a fight you can't win!" Flash yelled out.

"Peter, it'll be alright." Debra told him. "Flash is just a dick with no balls you know. Don't let him get to you."

Peter was still angry, glaring over at Flash's way, breathing heavily.

Three bells than went off, the warning bell, only giving everyone one minute to get to class.

"I gotta go Pete, so I'll see you around." Debra gave Peter a friendly hug, then walked off. When she looked back, she saw an angry Peter with his head down, heading to class.

During school hours, out in Manhattan, in an old abandon warehouse, there was the crew who robbed the bank – Montana, Ox, Fancy Dan Crenshaw, and Herman Shultz, all in a meeting with Hammerhead, the Enforcers boss man, Patch. He was called patch because he wore an eye patch with one eye, and a fedora in mafia outfit.

"Ah, come on!" Shultz said as he banged on the table. "This is all I get, a small amount of the dough?" He banged on the table again.

"Um, last time I checked, you got equal amount as everyone." Patch said confusedly. "So what's the problem?"

"The problem is when these low-card matchups were too busy kissing the floor, having their dignity taken away from them; I actually did what these three losers couldn't do! I actually killed the Spider-Creep!"

"What?" Patch sounded surprise by what Shultz just said. "Y-you killed Spider-Man?"

"It was easy! The kid was a joke!"

"Well congratulations Shultz, you deserve an applause, but I'm not going to be the one giving it." Hammerhead said. "You see the play was that you help us crack the safe, and you crack the safe. Spider-Man just sort of happen to break the fourth wall, and intervened."

"Yeah, but…" Shultz was then interrupted.

"And how do you exactly know if the jerk is dead huh?" Hammerhead then got up, and started to walk around the table.

"Well…"

"You see, what I see? What I don't see is a body to clarify he's dead. If you should know, it's that he's a slippery little bug."

"Oh, don't worry." Shultz said. "He's been buried in a pile of rubble.

"So you didn't make sure exactly?" Hammerhead asked, having his face side to side with Shultz, as he smoked a cigar.

"Well, no…"

"Look Shultz, you're new to this, so let me explain to this to you:…" Hammerhead rubbed his cigarette on the table. "If someone tells me a job is done, then I tell the Kingpin, and we figure out it was only half did, well we have saying."

"What's the saying?" Shultz stared to look worried, looking in the soulless eyes of Hammerhead.

"The world has no need for need for lazy people, so we'll make an example out of every slacker, harshly. Got me?"

"Yeah, yeah." Shultz said. "I got you, I got you! So, I don't know he's dead, but if he comes back, he'll wish he never rose from the dead."

Meanwhile, at the house the Parker's in Forest Hill Queens, hours after school, Peter was in his basement, seeing the problem with his web shooters. It's not like he ran out of web fluid or it malfunctioned or anything, it looks perfectly fine. Peter even tried testing it out on a lamp, and it worked fine, other than that he broke the old lamp. Peter's brain started to hurt as he tried to figure out what was going on.

"What'cha working on there, Pete?" Peter wasn't sure if the spider bite made him go crazy, but lately after his uncle's from here and then, he kept hearing and sometimes seeing his uncle Ben, like he was still there.

Peter than looked up, seeing his uncle, in a glowing white form, sitting on Peter's desk. "Oh, hey there, Uncle Ben." Peter said in a soft voice. "I'm just, you know, working on these stupid web shooters. Almost got me killed."

"Well in all honesty Peter, you did get a little cocky." Uncle Ben said.

"I thought I had him. He looked like a joke. Did you see what he was wearing? He looked like the complete butt of the joke! And this is coming from the guy who wears red and blue, brightly covered spandex!"

"Hm."

"Like seriously though, I kind of had a tough month fighting thugs who seemed to be getting spiffy new fire power, then I got used to it, now here comes shock guy, or whatever, and – and – Ugh! What's going on with the crooks today? Didn't they know I have school?"

"Heh, maybe if you tell them, they might go a little easy, or ask you to tutor them." Ben said.

Peter looked at his uncle, giving him a slight chuckle.

"Don't let all of this get you down. You're still alive, still have your powers and you brains. You'll figure it out eventually." Ben crossed his arm. "I also wanted to say thank you for not knocking out that boy Flash, even though he might've deserved it. You showed restraint."

"Heh, yeah…" Peter then looked down, working on his web-shooters. "…Flash. One of these days…"

"You're gonna become just as bad as him?" Ben asked.

Peter looked at his uncle for a brief moment, and then looked back down at his web shooters, shaking his head. "No. No, no, it's not like that. It's just that…"

"Just what?"

"He - He disrespected Debra and you, and the guy" Peter started raising his hands up, moving them around. "– Someone just need to – And I can be that – You know."

"You wanna be that guy that socks it to him. I get it Peter. You had tough growing up with this guy, and having to see him be the way he is. He's a bully. There are many more lurking around like him. But the ironic thing about Flash is that he hates you, bullies others, but worships Spider-Man. And who is Spider-Man?" Ben took Peter to the mirror, but it strangely showed Peter in his full Spider-Man costume.

"Me." Peter said.

"That's right. If he had any respect for Spider-Man, he would go along with the ideal change you're fighting for." Ben said. "Never give up, always rise against the big man. Use your great gifts responsibly. Be the idea of change Peter." Ben started to fade away. "Be the change." Then he was gone, leaving Peter to look at himself in the mirror.

"Be the change. 'With great power, there must also come great responsibility.' I'll never forget that."

"Peter…" An old woman voice yelled out. "… I'm home!"

"Aunt May." Peter said.

"Come on and help me with the groceries." Peter's Aunt May said.

"I'll be right there!" Before Peter went to go upstairs, he went to shoot out another strand of web from his web shooters. Strangely, his web shooters seemed to not work. Quickly, Peter decided to pull apart his web shooters as fast as he could.

"Peter, come on, I need your help!"

"Hold on!" Peter said as he continued.

Losing her patience, May yelled out, "Peter!"

"One minute!" Finally done taking his web shooters apart, he had seen the web, somehow, got sticky in the nozzle, to his surprise. He thought he had done it perfectly, but staying up most the night can make a man screw up. So Peter decided the next free time he got, he would modify his web shooters.