Spider-Man was drowning deep beneath the east river. The was rippling, as the wind pushed it in various directions, and it didn't help that he didn't know how to swim. He was being pulled and spun around in multiple directions, as he flailed his arms and legs. He was begging for someone to save him this time. Cold! Cold! Cold! He thought.

The wall crawler could hear multiple sounds bounce around him, like echos. He looked all around him, and glanced to multiple destroyed cars, and garbage. Nothing was going to work. Right now, he was all alone, and desperately needing air. Usually, he saw most superheroes die in a massive explosion, or given one last stand against a super villain. But this wasn't anything epic at all. The wall crawler felt in his gut it was pretty fitting that he would die in a non epic way. He had been in a situation like he was in before, and now, it felt like he was reliving it all over again. However, unlike last time, he was all alone.

The wall crawler after minutes however lost air, and he passed out. His body floated through the water, but he couldn't breath. However, his body had managed to float up, and up to shore level. His back, head and arms leaned onto the side of a dented and rusty oil container. All Spider-Man however could dream of was Ash, Serena, Dawn, Mordecai, Lucy and everyone else he had befriended in his life so far. Rain splashed down onto the wall crawler's red and blue suit. He could still hear, but the water felt like it clogged his ears.

"There he is!" He had just then heard a voice. Was it to him? He didn't know, and couldn't do anything about it. He however in his mind prayed that someone would help him.

A small boat shined a light, and the police glanced and gazed at the unconscious Spider-Man. It took a few minutes for them to get him on board the boat, and they set him down on the ground. He looked like he was dead to the police, and he smelled horrible. No doubt to them due to the water. A small bright light flashed onto his face by an officer. His eye was closed, and a few officers glanced to him concerned.

"What happened to him?"

"Don't know, but he looks like he needs medical attention."

"Are you nuts?! The guy is a criminal. Why the hell should we even give him something like that?"

Officers chattered, but the police Captain, George Stacy gazed at the unconscious wall crawler concerned, but also confused. He put his head to his heart to hear a pulse, and heard it beat. He was alive. He quickly lifted the bottom half of his mask revealing his mouth, and pressed against his chest hard.

"C'mon…" The Captain said under his breath, as he tried to wake him up.

Spider-Man suddenly sprung up, like he was a zombie. He coughed up, and spat out what felt like gallons of saltwater that had gotten in his mouth, and face.

He gasped for breath, "W-What-A-Achoo!" He was cut off, as he suddenly sneezed. "What happened…?" He asked weakly.

"Easy," Stacy told him. "You're badly hurt, and no doubt have multiple broken bones, and nearly just drowned."

"I know that," Spider-Man replied, as he tried to get up. "That however doesn't mean a thing to me. Where the hell is that giant bird, and walking oven mitt?" He asked.

Captain Stacy sighed, "They got away."

He hated having to utter that. He knew the two were very dangerous people, and especially Shocker thanks to his powerful vibration gauntlets, and Vulture being able to fly, and seeing what he had done to Oscorp tower made it clear they were extremely dangerous, and needed to be stopped. Spider-Man could tell he was angry having to utter that out of his mouth. He looked like he was a more seasoned officer, as his hair was completely gray, but looked like he had barely any wrinkles on his face. He had blue eyes, and was wearing a heavy yellow raincoat, on top of a police uniform.

"Where'd they get away to?"

Stacy sighed, This guy is a kid… He thought.

"We don't know yet. I've got officers looking all over the city for them," He explained.

"All Units, we have multiple explosions reported at Oscorp Factory in Clinton. Over," The two had just then heard dispatch. They looked like they were a good few hours away from Clinton, which was literally on the other side of the city. This had just went from bad to worse.

Stacy grabbed the radio on the small boat. "This is Captain George Stacy. Do not engage. I repeat, do not engage!" He ordered.

"Are you nuts?" A cop asked.

Stacy glanced to him, with his eyes narrowed. "This Vulture character had murdered multiple men, like they were pieces of paper. I'm not about to risk more officers murdered under my watch."

Spider-Man knew this was bad, and he wasn't willing to let anyone else get hurt or die. He quickly leaped forward, and perched himself on the edge of the boat.

The officers heard the ship shift to the left, and he glanced to see Spider-Man ready to make another jump.

"What the hell are you doing?" Stacy questioned confused.

The wall crawler clenched his fists.

"Doing what I normally do best, Captain. Taking down bad guys," Spider-Man said, and made another large leap off the boat. The wall crawler quickly fired a thin line of spider webbing, and it clinged to the side of the docks of the city, and he pulled himself elegantly forward, and launched himself forward, like he was being slingshotted through the thick storm cloud covered sky, and into the large island with skyscrapers that spanned all over the island.

It took only an hour for the wall crawler to swing to the factory, and he elegantly landed, but what he saw, he could never unsee. He was too late. The entire factory was on fire, with a massive smoke cloud that spanned all around the building, and spread into the air. His eyes widened in horror under his mask. He could hear people crying for his help, and he made a leap, in hopes he could at least make sure no one else gets hurt or dies tonight.

"Help!" Workers exclaim, as they run for their lives.

The building was beginning to fall apart. The ceiling was beginning to collapse all around them, and small explosions were still occuring. Water was pouring out of water maines rapidly, and some people were trapped in rubble.

Spider-Man landed hard on the ground, as he smashed through a small window. He heard multiple people screaming for help from multiple floors.

"HELLO?!" The wall crawler called out, shouting at the top of his lungs.

Explosions were going off still, and he heard more people screaming for help each second. He bolted quickly, as he looked around for anyone that needed help.

"Everyone clear out! Evacuate the building!" The wall crawler commanded, as he bolted through the building.

EMTs and firefighters arrived minutes later. Firefighters quickly grabbed hoses off of the trucks, and began to blast the building with gallons of water in hope to put out the fire.

Move, Spidey! Move! The Wall Crawler thought to himself.

He quickly leaped over multiple destroyed desks, chairs, and assembly lines with ease. He had looked into, and learned how to do parkour since he had became Spider-Man. He didn't have web shooters for long, but he needed to get around New York quick and efficiently. He hoped, skipped, and leaped across the inside of the factory with little effort.

A woman trapped under rubble glanced to him, and quickly reached out, trying and hoping he would come.

"Help! I-I can't… move!" She screamed, with a slight pause, as she tried to move.

She was being crushed by a large chunk of debris, and her legs felt like they were completely crushed into dust.

Spider-Man had heard, and glanced to her, and he quickly bolted to her.

"I got ya… Uh… Citizen," He replied. He tried to sound confident and heroic, but he was truly scared more rubble could fall on them at any second. He grabbed the rubble, and began to lift it up, with as much strength as he could muster. He was incredibly strong, but he didn't know how much he could now lift. The debris to him didn't feel that heavy at all, which took the wall crawler by surprise. He quickly tossed the debris to the left, and grabbed the hurt worker.

The woman looked to him, and gave him a bright smile, "Thank you."

Spider-Man looked back to her, with a smile under his mask, "Just doing my job."

The wall crawler made a massive leap off of the ground, and the woman held onto him tightly. She couldn't make out his face, even with one of his lenses broken off, and a small clump of his hair showing on the top of the mask. Who was he? She didn't know, but it didn't matter at all to her. To her, Spider-Man was just a person that had helped her in her time of need, and she was very grateful that someone like him existed. Fire burned all through the building, which made the situation harder than it was, but to the wall crawler, it was easy. He ran along the wall, and he leaped forward out of the window, and took her hand.

"What are you-" She glanced to the wall crawler confused.

"Bye," He simply said before throwing her into the air.

FireFighters, police officers, and EMT's eyes widened in shock. However, she wasn't going to die, as the wall crawler shot multiple strands of webs at her, and it wrapped her in a thick cocoon of webbing, and stopped her from crashing into the concrete ground, and potentially killing her.

The wall crawler however watched in horror, as he heard multiple screams become silent, and the fire spread. They were dead.

He stood on the ground in horror, seeing he had failed to save more people. His eyes widened, as he watched the fire spread, like he was frozen on the ground. He had the chance to help them, but he was too late.

"No…" He uttered under his breath, and clenched his fists in rage.

He shedded tears, and fell onto his knees, and looked to the ground. He may have saved one person, but more people had needed his help as well, and to him, more people being saved was the most important part of the job. He felt like he had failed. How was he supposed to protect the city if he couldn't save more than one person? He felt he couldn't.

He simply swung off, with police watching in shock.

Cameron decided to take the subway home. He was too tired to swing home, and he needed to get out of his soaking wet suit. He was now suffering through a bad cold, and sat alone beside a sleeping man, and a woman playing a game on her phone. Dammit… He thought, as he put his head down. Two bad guys on the loose, people are dead, and I couldn't help, and on top of that, I got a bad cold, and just told Dawn I… His thoughts trailed off, as he realized what he had done. He grabbed his phone, and scrolled through endless texts, and saw one from Dawn.

C: I'm really sorry for yelling at you earlier. I was just being dumb, and I always do it. The truth is, well, you're right. I like you.

CRAP! He thought, and his face began to turn as red as his mask.

He couldn't believe he had said that to her. It was by far the most painful experience he had in his superhero career so far, and now he might have just made things extremely awkward between him and Dawn personally. What else could go wrong for him?

He got off the subway train minutes later, and kept his head down and hood up, even with the rain having finally stopped. It was back to clear blue skies above, with little to no thick clouds. He had now had multiple bruises on his face, and felt like multiple bones had been broken, and lost a few teeth, and had a bad cut on his cheek thanks to his fight with The Shocker.

Dammit… He thought.

Ever since the fire, it felt to him that all he could hear was the people screaming for his help, but he was simply ignoring them. He felt the Daily Bugle was correct this time that he didn't care for human life. However, he was thankful he could save at least one person. Though, the screams were deep in his mind, and he clenched his fists in rage, and shed a tear for them, and the families that have to bear the fact that their loved ones are gone.

Dear, Cameron Winkler. You suck. Sincerely, Cameron Winkler, He thought to himself. I had basically no idea what or who I was going up against, and got hit hard in the face by a guy dressed as an oven mitt, got ambushed by a guy with wings, and let people die.

Thoughts raced through the young man's mind, as he arrived back at his house, and simply opened the door.

You'd think I'd know that I shouldn't go headstrong into a fight, and especially after that fight with that Vulture guy a week ago. But no. I just crawl up there, and do it again. The cycle continues, He thought. My body is now real sore. Thankfully, there isn't school tomorrow.

However, once he was inside, his thoughts took a pause, as he saw Serena simply sitting on the couch, and gazing at the TV. Ash wasn't anywhere that he could see. Serena however looked somewhat upset, just by the frown on her face. She didn't look to Cameron like she was going to cry, but she didn't look angry at him either.

She didn't glance to Cameron at all, and that made Cameron confused.

"Uh… Are you okay?" He asked.

Serena heard him, and sighed, "No."

"What's going on then?" He asked.

She put her head down, and sighed. "Do you like us, Cameron?"

Cameron's eyes widened, and he nodded quickly, "Of course. Why would you ask a question like that?!" He asked.

She looked up to the young man, and began. "Look, not as family, but as people who are related to you. Just as people. Do you like Ash and I as people?" She asked simply.

"Yeah. Of course I do," Cameron nodded.

Serena smiled sweetly, but simply looked away, and that smile quickly turned to a frown of sadness. "Well… You're never here anymore. You obviously have other places you'd rather be. Other things to preoccupy yourself with," She explained, and looked to Cameron like she was going to cry.

Cameron couldn't argue with that reason. He felt she was right. He had been preoccupied with protecting the city, and having a normal life at school, and making them proud.

"Well, yeah, but we're both busy, right? You and Uncle Ash have to work for a living, and the-uh… the thought…" He didn't know how to properly word his response without having it sounding confusing.

She sighed, "I mean, I know life sort of threw us together in this house."

"What?" Cameron was confused.

She began to shed tears in front of Cameron's face.

"It's okay to say it, Cameron. This isn't the life either of us chose to live. It's just the life we seem to find ourselves in."

Cameron couldn't believe what he had just heard his aunt utter out of her mouth. His eyes widened, and backed away.

"But, I love you, Aunt Serena. You know that," He said.

However, more tears began to shed from her face, and she hid it, and began to cry. Cameron quickly comforted her, and hugged her tightly. Serena returned the embrace, still tearing up.

"We worry about you so much," She said to him.

Cameron began to tear up, as he hugged his aunt tighter. He felt extremely horrible that he just leaves his family and friends worrying about him everyday. He didn't know what to do now that he heard his aunt think he hates her and Ash, and want them out of his life. He truly didn't, and now just wanted to see his aunt as her usual happy supportive self.

Minutes pass, and not one word was uttered. Cameron looked down to his mask confused as to what he should do next. He needed advice on life, and more importantly, what to do with it. He had been beaten, dropped into cold water, and left his loved ones worrying for him again, and nearly died. He threw the mask to the wall, and laid down on his bed, and gazed at the ceiling still confused.

I stink…

Cameron could hear a police car drive down the street, but it didn't sound like the car was in much of a hurry. It just sounded like it was driving back home after a long day of work.

What do I do? He asked himself.

His head slowly turned to face two posters of his favorite heroes, Captain America and The Scarlet Spider. He gazed at them for a minute, and looked back to himself.

"What am I doing? I'm not Scarlet Spider or Cap, or even Batman for that matter."

Of course you aren't, Cameron, He thought, and he jerked his head and looked to his mirror. However, he didn't see himself in his reflection. He saw Spider-Man.

You always think you can be like somebody else, but you aren't. Cap, Scarlet Spider, Nick. If you can't see that, you're only in for a bigger world of pain. You're all alone in this world, with no backup, and you're going to be on your own sooner than later in life. If you need people helping you, while you only take baby steps, how can you ever help people, and make the ones you care about proud of who you are? You got gifts, but you have a job to do as well. You may have almost died, but With Great Power, Comes Great Responsibility. So what's going to be Spider-Man, are you going to step up or not?

He could hear what he had thought, like he was talking to someone else, but his subconscious was right. He had been trying to be like others all his life, but now, he needed to step up, and become his own man, and the man New York City truly needed.

First however, he grabbed his phone determined to do what he thought would make things different, and his thumbs danced across the keypad, as he dialled Dawn's number.

RING! RING!

Dawn had heard her phone ring, as she was practicing with her guitar.

Seriously? Don't people know I'm busy?

Annoyed by her phone ringing, Dawn grabbed it, and saw it was Cameron calling, and her heart began to beat faster. She however felt she shouldn't ignore a friend, and quickly answered.

"Hello?" She answered.

"Hey. It's me."

She smiled, "Hey, Cam. What's up?" She asked.

Cameron quickly gulped nervous. "You… Remember that text from earlier?" He asked with a slight pause.

Dawn's face began to turn a shade of red.

"Uh… Y-Yeah," She nodded.

"Well… You want to go out tomorrow… W-With me…?" He asked nervously. He began to sweat scared that she would say no, like every other girl whom he had asked out.

Dawn began to flush red, but a smile appeared on her face, "Sure. I-I'd love to!" She chirped in joy.

Cameron's eyes widened in shock on the other end of the phone.

"Wait, really?" Cameron asked.

"Of course, silly. I… I was kinda hoping today would be a date, but… Well… Y'know," She admitted.

Dawn had secretly had a crush on Cameron since they had first met. She found him cute, but didn't want to just rush it, and so, she waited.

Cameron couldn't believe that she had said yes. However, a bright grin appeared on his face.

"Okay. You... uh…" He began to quickly think of date ideas. Thankfully, it was New York, and it basically had everything someone would ask for. Suddenly, like a lightbulb, an idea shinned in his head. "You want to go to Central Park?" He asked.

"Sure! See you tomorrow, cutie," She said with a giggle in her voice.

Cameron began to flush red hearing his nickname, and Dawn simply hung up.

Well, I didn't see that coming. I got a date.

The idea of that made Cameron grin more, and he couldn't handle it. For once today, it felt like something was going his way, and he couldn't wait to see her. He leaped off of his bed, like a spring, and danced in victory knowing that he potentially had a girlfriend waiting in the winds. However, he felt his spider sense go off again on the back of his neck, and tripped, and fell forward on the ground, but he caught himself.

Note to self: Clean the room.

Cameron jerked his head back to see he had tripped on a pile of books about physics he had gotten due to his superhero duties. However, he noticed one thing on top of the large text books. It was a magazine lying on top, and on the cover, featured a man who looked like was in his late 50's. He was beginning to go bald, but had brown hair on the side of his head, wore square glasses, and looked a bit overweight to Cameron. He wore a white lab coat, over a green turtle neck shirt, brown khaki pants, and black shoes. His name was on the side of the cover, and he gazed upon it confused. The man looked to be standing next to a small device, that looked like a tiny prosthetic arm.

"Otto Octavius on creating the future!"

Details inside.

Otto Octavius? Wait… As in my 3rd grade science teacher, Otto Octavius?!

Cameron gazed at the man in the photo, and looked back to the name. Otto Octavius. He wasn't sure why that name made him curious, but he remembered a man with that name. He had taught Cameron back when he was in 3rd grade, and since then had become a respected scientist, and even worked for people like Norman Osborn before starting his own company in hopes of building a better future. However, Cameron soon recognized him.

Cameron remembered an experiment he attempted, but it went wrong. He tried to mix two chemicals together, but it literally blew up in his face, and ended up with him being laughed at.

However, Octavius put his arm on Cameron's shoulder, and had a bright smile on his face.

"Don't let them get you, Cameron. Laughter is just meaningless. Science is the important thing," He began. "It justifies all that we do in its service."

Cameron felt much better hearing that.

Cameron looked back at the magazine and chuckled.

"Good times. Good good times."

Cameron quickly flicked through the pages on the inside to see the article. His eyes glanced through each photo and article inside, and until he found it. He carefully began to read each word, and one finger pressed against the paper. Octavius sounded like he was truly trying to help people.

"People are suffering all over the world, and it's our job to make sure we can move past traumatic events. I've dedicated my work to helping others who have lost limbs in war, and feel they suffer the most."

That was all that Cameron needed to read. Cameron truly began to admire Octavius a lot, and respect his ideas on how to help others. He may have powers, but as he learned today, that power can only help a few, and not everyone.

"Y'know what?" He asked himself.

He quickly grabbed his phone, and went to his laptop to search his company's phone number. After minutes of searching, he quickly called.

"Hello?" A man asked on the other end.

"Hi. My name is Cameron Winkler, and I would like to apply for a job at Octavius Industries."