Author: Grayheart

Co-Author/Editor: Aoirann


Peter curled up on the worn bed that he scavenged. As he laid there his thoughts started to drift to what had happened in the last 2 weeks.

*Flash back-2 weeks earlier*

Peter was excited about this field trip, even if it was just extra credit he didn't need. Most of the students on the field trip were obviously here for the extra credit. Like Flash Tompson.

"Watch it puny Parker", said Flash shoving Peter as he walked past. Peter sighed, and kept walking. He just shrugged it off and took another picture of the caged spiders. After he did so he noticed one of the cages was empty. 'Must be being used in an experiment.' He thought and turned his attention to the teacher. Because of this he didn't notice a spider slowly lowering from the ceiling. He didn't notice it landing on his hand until it had bit him.

"Ow Damnit!" said Peter swatting of the spider off his hand which hurt a lot more than it should have from the bite. The Spider landed on the ground and skittering under a table.

"You OK Pete?" asked Harry Osborn, Peter's best and only friend.

"Yeah I'm fine." said Peter quietly. Harry gave him a concerned look before they turned back to the teacher.

Later that day:

Peter was tired when we got home and he started to feel sick. As he got in the door he has greeted by his Aunt and Uncle.

"Welcome home Peter." said Aunt May. Peter was only able to get out a quiet "Hello" before he tripped over his own feet. Uncle Ben catching him was the only thing keeping him from landing on the floor.

"Careful there Pete." However Uncle Ben could feel Peter's body temperature through his shirt. "Jesus Pete. You're burning up. Okay straight to bed. I'll help you get there."

Peter's response was the typical teenagers. "What about dinner?" "Aunt May will put your dinner in the fridge. Come on." Uncle Ben managed to get Peter up the stairs to his bedroom. He then put Peter in his bed. By then he had already fallen asleep. Uncle Ben took his glasses off his face, put them on his bedside table, and tuck him. After that he quietly left the room and turned out the light.

The next morning:

Peter blinked and groaned as he got off his bed. As he got off he noticed that there was a puddle of sweat on the bed. Peter thought to himself 'Well that's just great,' and rubbed his face only to freeze. He then held out his hand as far as he could. He then looked out the window. He noticed that not only could he see the billboard that was over 500 yards away, he could read it. 'No I don't need a used car.' Also he could see that someone was not picking up after their dog. Peter's hand went up to his face to adjust his glasses automatically only for his finger to hit his forehead. 'I'm not wearing my glasses, but I can see perfectly' Peter thought ' not that I mind,' he added. Peter then noticed that his clothing was not only soaked in sweat but was stuck to him. 'Okay that is rather gross.' Peter started to peel the clothing off of himself. After he managed to get down to his briefs before he looked in a mirror. "Holy Crap!" Peter saw himself in the mirror. What once was a rather lanky teenage male body was now a body that would not be out of place being on a Football player. 'Ok... This definitely not normal. What the hell is happening to me? This is definitely not puberty.' Peter scratched his head trying to figure this out. That when he noticed the swollen angry red lump on his hand. "Could it be because of that Spider bite?" He asked out loud. Peter shook his head, idle wondering out loud won't get him anywhere, and then he looked at the clock and his eye widened. "I'm late!" Peter scrambled to get dressed, grabbed his backpack as he ran down the stairs giving aunt May a kiss on the cheek, and Uncle Ben a hug before running out the door.

He quickly ran around the corner and caught site of the bus as it closed its doors.

"Oh, come on!" yelled Peter as he ran to catch it, but the driver ignored him and the students laugh at him as the bus became too fast for Peter to run by it. Peter stopped running and stared as the bus disappeared around the corner. "Great."

Eventually Peter managed to make it to school. However he had missed homeroom and the beginning of first period. He tried to sneak in without the teacher noticing but got caught. The other students snickered at Peter as the teacher scolded for being late, again. Classes went as normal until lunch. As Peter was sitting alone at the lunch table suddenly something told him to duck. Peter decided to listen to it and did so. Immediately afterwards a glob of mashed potatoes flew through where his head was and hit a girl with red hair. Peter turned around and noticed that not only was it Flash Tompson that threw the potatoes but he now had a piece of what the school called Salisbury Steak. Peter dodged out of the way of that one, which the steak hit another person. Peter quickly ran out of the lunchroom. As he made his way down the hallway he darted into a male bathroom. As he heard Flash's heavy footsteps pass Peter let out a sigh of relief. "Well that's over for now. Why does he pick on me?" Peter asked the question that all bulling victims had asked since the dawn of time. As he wiped the hair out of his eyes he noticed a thin slit on his wrist. "Did I catch my wrist on the edge of a door or something?" As Peter started to flex his wrist to get a better look at the slit. Once Peter moved his wrists in a certain way there was a *THWIP* sound and something shot out of the slit. "Is that... A web?" As he stared at the strand of web hanging from the ceiling a thought entered his mind, 'What the Hell in happening to me?' Peter grabbed the strand and shoved it into the waste bin and then shoved paper towels on top of it to hide it from the janitor. After that was over he made his way out of the of the bathroom. As he did so that feeling that told him to duck again. This time it was Flash's fist that he dodged. There was a crack and the sound of someone yelling in pain. Peter looked up and noticed that Flash had punched the wall and now was cradling his hand. 'Okay, time to get out of here before I get blamed for that one.' Peter thought to himself as he headed for the nearby exit.

Peter ran out of school in a hurry, and stopped in an alley a few blocks away from the school.

"Why does this have to happen to me?" Peter said looking at his shaking hands and sudden was struck by a thought. He looked to make sure no one was looking into the ally and then placed his hand hesitantly on the wall and started crawling up the wall. "How am I doing this?" When he reached the top he grabbed an exhaust pipe to steady himself and accidentally crushed it with his hand.

Needless to say Peter was both freaked and amazed by his new abilities. He went home jumping across roof tops.

Later that Week

Peter had been practicing with his powers, and sometimes was designing costumes. He had plans for these powers. All of them involved making some money.

As Uncle Ben drove Peter to the library, he couldn't help feel guilty for lieing to his uncle, as he said that he was studying at the library.

"Now Peter, can we talk for a moment" Said Uncle Ben and Peter groaned internally he knew that tone.

"Can we talk later?" said Peter.

"No Peter." said Uncle Ben. "You'll figure out a way to get out of it. Listen to me Peter. You're smart. Very Smart. You have the power to change the world with your intelligence. And with great power comes great responsibility."

"I know Uncle Ben. You've said it to me a million times-OW!" Uncle Ben had hit Peter in the back of his head his hand.

"Listen to me when I'm talking. You know, forget what I said about you being smart. You're still a dumb kid who won't listen to his poor old Uncle. What did I do to deserve such an ungrateful Nephew?" Uncle Ben then got a smirk on his face. "Be Careful Peter. You never know what could happen." Peter returned the smile. "I will. See you later Uncle Ben." Peter then exited the car, shut the door, and waved goodbye to his Uncle as he drove off.

Underground Wrestling ring

"Kid you know were not responsible for serious injuries." said the lady at the sign up for challengers. The Kid was in jeans, with a red long sleeve shirt with a spider outline with black, a red ski mask that showed only his eyes and red fingerless gloves.

"I know, I'll be fine" said the 'Human spider'

Wrestling ring

"Now Bonesaw's next opponent- The Human Spider? That's it? That Sucks." The announcer muttered to himself. "Got it." The announcer then took a deep breath and then said "Now Ladies and Gentlemen, Boys and Girls, Bonesaw and Future Victims, give it up for! The! Spectacular! Spider Man!"

"He could have at least gotten my name right." muttered Peter eyeing the huge man on the other side of the wrestling ring and fell into a crouch. Then a caged came down from the ceiling and trapped the two fighters in the ring. Peter panicked. "What's going on! I didn't sign up for a cage match!" However Peter then realized this could be used to his advantage. Bonesaw charged at Peter. Rather than getting slammed into the cage wall by the equivalent to a Rhino on Steroids crammed into a leotard, Peter leaped onto the Cage Wall out of reach.

"Get down here you punk so I can pound you" yell Bonesaw. The crowd showed their agreement by booing Peter.

"No thanks. I am don't want to be squished by a shaved gorilla." quipped Peter as he then climbed on to the top of the cage now hanging from the top bars with with his feet... At that Bonesaw leaped into the air in an attempt to drag Peter down. Peter however turn this back on him by grabbing his arms and hoisting him into the air. The crowd went silent the show of strength.

"Put me down!" he yelled and Peter grinned wickedly, not that anyone saw it. Pulling him a bit up Peter then said.

"Down?" and letting him fall down a bit. "Yes! Down!" Yelled Bonesaw. "Okay. You asked for it." Peter then let Bonesaw go. He got a glimpse of Bone saws panicked face before he hit the mat hard face first. Peter then did a follow-through by letting go of the bars and doing an elbow drop on his back. At that Bonesaw stopped moving and the crowd went silent at this unexpected turn of events.

Manager's Office

"What the hell! This is only half of what was put up." snarled Peter at the manager just leaned back in his chair calmly like this was an everyday occurrence, which Peter had a sneaking suspicion was.

"The Offer for that money was if you lasted three minutes and you lasted half of that" He said. Peter scowled at the man but knew this man wouldn't budge, so he exited the office.

A few minutes later as Peter was leaving, a man ran past him with a guard on his tail.

"Stop him!" yelled the manager but Peter ignored it as the man ran by.

"Why didn't you stop him?" yelled the manager at Peter.

"It was none of my businesses." said Peter as he left, with a little bit of joy at the manager's luck.

After that Peter quickly put his street clothes over his wrestling outfit and made his way back into the library through another entrance.

When Peter exited the library he noticed a crowd of people surrounding something, police holding people back. Peter felt his heart clenched in an unexplained fear and he pushed his way through the crowd and what he saw when got though the crowd had his heart stopped.

His Aunt and Uncle lay on the street with gunshot wounds; his aunt May was obviously dead as the cops were covering her with a sheet. His uncle was still alive if only barely.

"Uncle Ben" cried Peter forcing himself past the police officer and dropped onto his knees next to his uncle.

"P-peter?" asked Ben weakly looking up.

"I'm here Uncle Ben." said Peter trying not to cry. He knew his uncle was dying. There was too much blood pooling on the ground for a person to survive...

"Peter. I am so sorry. I am so sorry for being such a damned fool! I thought that I would take May with me and we could then go out afterwards." Uncle Ben said more to himself then to Peter.

"Please don't be so hard on yourself Ben. It's going to be alright." Peter tried to calm him down in hopes that the ambulance would make it in time.

"It's not alright! I got my wife killed and I'm going to leave you alone! I am so sorry Peter. So very sorry. Peter! Just promise me one thing!" Uncle Ben said desperately.

"What? Anything?" Peter replied.

"Don't agree to anything without first hearing the terms. But that's not what I wanted to ask." Ben gave Peter one final lesson. "Peter... Promise that no matter what happens... That you will use all of your abilities... All of your gifts to help people... Never stop helping people."

"I promise." Peter said solemnly and with the tone of man who knows that what he is doing is one of the most important things in his life.

Uncle Ben didn't verbally respond to that but nodded in agreement. Ben then closed his eyes. It was about a couple of minutes before he stopped breathing after that. When that happened Peter got up from the ground and started to walk away, with a fire burning in his eyes. No one stopped him once they saw the look in his eyes. After he got away and into an alley he stripped off his clothing, donned his mask, and swung off to find his Aunt and Uncle's killer.

Peter swung through the New York skyline looking for the family car. After some searching he found it going twice the speed limit, trying to dodge traffic. Peter sent out a web line onto the roof. With a quick jerk of the line he landed on the roof of the car with a loud thump. The man in the car quickly jerked the wheel in an attempt to get what was on the roof off. However Peter wasn't going to let something like that prevent him from getting vengeance. He then wrapped his fist in webbing and punched out the driver side window. Before the man could even react to that, Peter had already grabbed him and had tossed him through the window of a nearby warehouse. Peter then leaped through the window leaving the car to drift along without a driver. The car eventually drifted to the right and crashed into a fire hydrant.

Peter landed on his feet in the warehouse. The man had not been so lucky and was laying sprawled out on the floor. Peter walked over to him and kicked him in the chest. The man cried out in pain. The man then started to beg. "Please." Peter didn't respond and just kicked him again. This time the man bounced a few feet away. "My ribs. I think you broke a rib." Peter did respond to that one. "Good." Peter then grabbed him by his shirt and threw him into a pile of crates. Since the crates were full the man just bounced off them with a loud crack. He landed on the ground with his right arm obviously broken.

"Please. Show some mercy." "Mercy?" Peter asked. "Like the mercy you show those two?" Peter snarled and grabbed the man by his broken arm, causing the man to once again cry out in pain. Peter reared back his fist to punch the man when we finally got a look at the man's face.

"No... No. No! NO!" Peter started to yell. "You! You're the robber. The man that robbed that scumbag manager!" Peter's grip on the man slackened and the man fell to the ground. When he landed he passed out due to the pain of what happened to him. However this went unnoticed by Peter. He was going into shock at that. "He killed them. And I could have stopped him. If I had..." A wave of sorrow and regret filled Peter. Peter heard the sirens getting louder and decided to get out of there. As we left the building he didn't notice the streams of tears on his face.

Peter's house

Peter got back home late that night or early morning, he wasn't sure, but he was numb and tired. He opened the back door, and entered into the kitchen. He decided to get a drink from the fridge and spotted a meal wrapped in plastic. Peter stares at the meal for a moment before he started crying. The realization that his Aunt and Uncle were gone, his family, finally reared its ugly head full force. He clutched his chest as his heart clenched painfully, falling to his knees as he sobbed his heart out. After who knows how long he fell asleep on the kitchen floor with the fridge door wide open.

*Flash back end*

Peter felt fresh tears fall wiping them away with the sleeve of his shirt. He tried to wipe them away but they just kept falling.

'I'm sorry. Aunt May and Uncle Ben. I'm sorry that I got you two killed.' thought Peter as he fell into a restless sleep.


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