Once Peter had made it home, he opened the door and went straight to his room, after having a word with Uncle Ben, who'd gotten a phone call from Midtown High about the fight that occurred between him and Flash, which rang in his head.
"What's this all about, Peter?" Uncle Ben asked. "Why'd you get into a fight?"
"I didn't start that fight." Peter assured. "I was just defending myself."
"Well, you should still know better." Uncle Ben said sternly.
Peter then opened his bedroom door up and threw his bag onto his bed. He then sat at his desk, and began to think about how to create the webbing, thinking how these powers could really help him earn money to help his Aunt and Uncle.
He spent all weekend - expect at mealtimes - working on making fluid for his webs, but it wasn't until Sunday, just after lunch did he finally manage it. He created a web-shooter for each hand, and then began testing his aim on the ceiling, although it took him over five minutes to discover he had to use exact pressure from his middle and ring finger on each hand to get them to work.
"Peter!" called his Aunt May outside the room.
Peter walked towards the door and opened it slightly, not wanting her to see the webs.
"What's going on in there?" Aunt May asked.
"Oh...just experimenting." Peter replied, which was partly true.
"Well, you've been acting strangely these past few days, Peter." Aunt May said. "Are you sure you're okay?"
"Aunt May, I'm fine." Peter assured.
"Well, try and be a bit quitter, okay?" Aunt May asked. "You're making quite a noise."
"Okay, Aunt May." Peter said, before closing the door.
He turned around, and noticed all the webs he'd made, which covered over half the bedroom.
"Better see how long it takes to dissolve." he decided, having practiced enough.
As he waited, he began reading some old notes he had from his parents, trying to find out more about them and what they were working on. After about a full hour, he hadn't found much, but most of the webbing had dissolved.
"Well, that answers that question." he said to himself.
A little later, he went out to more experiments, stopping on top of a rooftop that had a building across the street. Once at the edge, he pulled out the web-shooters from his pockets, and then put them on his wrists, and then took out a red mask he'd made from his bag.
"Good thing I brought this to hide my face." he said.
He then put it on, covering his entire face expect his eyes. He then shot a web line from his right wrist, then stood at the edge of the rooftop.
"Here goes." he said nervously.
He jumped off the roof, then swung on the web, holding onto it tight, before he landed on the opposite rooftop. He then turned and looked down the street, then jumped and shot a web line out, and then swung on it. He began shooting lines out, swinging around the street, until he landed on the rooftop with his bag on.
"Wahoo!" he whooped, before he landed.
He got up and took the mask off.
"This is amazing." he grinned. "Now all I need is to find someway to use these powers to help Uncle Ben and Aunt May."
Once he made his way back home, he went to his bedroom, and went through a newspaper, trying to find ads that he could use his powers for. He scammed through it for ten minutes, before he found a wrestling ad. It said, 'Win $3,000 to stay in ring with wrestling champion Bonesaw for 3 minutes'.
"That's defiantly a way to earn money to help." he said happily.
As he was about to go to the door, he thought for a minute.
"Wait, I'll need a costume, so people won't know it's me." he realized.
He took out a large notebook, and began sketching designs for a suit to wear. Due to the spider powers he had, every design had a spider symbol on their chests, but it took him a while to decide. He first thought of a black suit with a green large spider on the chest, as eye as green eye pieces, but later scrapped it. He then thought of a black suit with a red spider symbol and eye pieces, but scrapped that because he felt it was too dark. He then thought of a large suit with wings, but then scrapped that because it looked too complicated.
He went through about a dozen designs, before he found the perfect one, which was mostly red with lines all over, to represent the webbing, white eye pieces, a small black spider on the chest, and blue along the legs - expect the boots - and the inner part of the arms.
"Costume designing is tougher than I thought." he said quietly.
He knew it would take a while to get the martials he needed for the suit, so he decided to improvise for tonight. By that, he picked up the red mask he'd worn when he tested his web-shooters, white soccer gloves, and a red shirt. He then stuck two spiders onto the shirt - a red one on the front, along with red lines for webbing, and a large black one on the back.
"That'll do until I can make the actually one." he decided.
He put the suit into his backpack, then ran out of his room and then walked down the stairs. Once at the bottom, he saw Uncle Ben sitting on the couch, and Aunt May in the kitchen.
"Hi, Peter." Aunt May said.
"I'm going to the library to study." Peter lied, as that was his cover, having practiced it in his head while working on the suit design.
"Oh, wait up, Peter." Uncle Ben said, getting up. "I'll give you a lift."
"No, that's okay." Peter assured, turning to him by the door. "I'll just catch a bus."
"No, I insist." Uncle Ben said, walking towards him. "See you later, May."
"See you, Ben, Peter." Aunt May said, waving.
About 40 minutes later, Uncle Ben parked his car outside the library. With the wrestling stadium was just across the street, Uncle Ben wouldn't know what Peter was really gonna do.
"Thanks for the ride." Peter said, unfastening his seatbelt. "I'll see you later."
"Wait, I want to talk first." Uncle Ben said.
"Oh, we can talk later." Peter assured.
"We can talk now." Uncle Ben insisted, locking the doors.
Peter sighed. "What is it, Uncle Ben?" he asked.
"I want to know what's going on?" Uncle Ben asked. "You've been acting strangely all weekend."
"Come again?" Peter inquired rudely.
"Well, you've got those experiments going on in your room. You've hardly left the house. You start fights at school..." Uncle Ben explained.
"I told you, I didn't start that fight." Peter assured, getting annoyed.
"I know, but you sure finished it." Uncle Ben said sternly.
"Well, what was I suppose to do?" Peter asked. "Just let Flash beat me up?"
"No, I'm not saying that. I'm just saying, you're changing, Peter." Uncle Ben said. "I know, I went through exactly the same thing at your age, and so did your father."
"No, not exactly." Peter said.
"Peter, what I'm saying is, your becoming the man you're going to be for the rest of your life." Uncle Ben explained. "But you need to be careful who you change into, because you might do something you'll regret for the rest of your life."
Peter looked at him.
"Remember, with great power, comes great responsibility." Uncle Ben quoted.
"Are you saying I might become a criminal?" Peter inquired.
"No, I'm not. And I don't mean to lecture." Uncle Ben assured. "I just want you to be careful when making your decisions."
Peter looked at him, puzzled by his Uncle's words.
"I'll pick you up at eight." Uncle Ben said, unlocking the doors.
Peter got out of the car, and then Uncle Ben rode off. He stared at the car for a minute, before it rounded the corner, and then he turned ran into the wrestling stadium, checking his watch as he did, seeing it was 5:30.
Once inside, he ran up a flight of stairs around the stadium, and saw a bunch of people cheering and shouting, as a match between Bonesaw and another man took place in the ring.
"Bonesaw! Bonesaw!" the crowd chanted.
Bonesaw got the man in a headlock, and pulled the man's head back, before tossing him to the floor.
"1...2...!" the ref shouted, hitting the floor.
The wrester got up slightly, as Bonesaw climbed over the ropes near a corner, and then turned to the wrester. He then jumped and pounced on the wresting, hitting him in the back with his elbow, knocking him down.
"1...2...3!" the ref shouted, hitting the floor. "Winner!"
Bonesaw got up and cheered, his arms out.
An announcer then came into the ring with a microphone.
"Ladies and Gentlemen, give it up for Bonesaw!" the man shouted.
The crowd cheered and whooped, as Peter ducked down to the changing rooms.
Four woman dressed in black reveling two piece outfits, which only covered their private areas, all sat around Bonesaw, moving their arms around him.
Once changed into his suit, Peter went to the line of people waiting to try out, which wasn't very long, as only two people were in front of him. When the first person went up, he didn't last a minute as Bonesaw threw him out the ring and into the stands, breaking his leg. The second lasted a bit longer, having manged to last nearly 75 seconds, before Bonesaw put him in a headlock, and then threw him out of the ring.
"Next." a woman called, sitting behind the line-up table.
Peter walked towards her.
"You, kid?" the woman asked in disbelief. "You don't stand a chance?"
"Oh, we'll see, ma'am." Peter retorted, folding his arms. "I'm tougher than I look."
The woman sighed. "Well, if you get seriously injured, it's all your fault." she said.
The announcer began walking back towards a wall where the wresters came out, as a spotlight shined on him.
"Ladies and Gentleman, looks like Bonesaw has won again!" he announced, making the crowd cheer. "Can anyone last more than three minutes in the ring with him?"
The crowd either booed and cheered.
"Our next challenger will face off against Bonesaw in a cage match!" the announcer said. "Will he be able to last more than three minutes?"
The crowd either booed and cheered once again.
"Let's give it up for... What's your name, kid?" the announcer asked, once at the wall.
"The Human Spider." Peter replied.
The announcer took his sunglasses off. "The Human Spider? That the best you got?" he asked.
"Yeah." Peter replied.
"Hmm?" the announcer muttered, before he thought of something better.
He put his sunglasses back on, and then walked away from the wall.
"Ladies and Gentleman, the reward of 3,000 dollars will go to our challenger if he can stand for three minutes in the cage with Bonesaw!" he announced. "May I present to you, the Amazing Spider-Man!"
He turned back to the wall, as part of it opened up, showing Peter in costume.
"Spider-Man?" he asked himself, confused, before turning to a man behind him. "It's the Human Spider!"
"I don't care! Get out there!" the man said, pushing Peter away.
Peter began walking towards the ring, as a number of the crowd booed and hissed him.
"Now that you mention it, Spider-Man does sound better than Human Spider?" he thought.
As he nervously got into the ring, Bonesaws girls booed him.
"You don't stand a chance!" one hissed.
"He's gonna kick your ass!" another shouted.
Once Peter got to his corner, a large cage began to come in around the whole ring.
"A cage match, eh?" Peter said quietly. "Might help with my agility."
Once all four corners of the cage were around the ring, a man walked to either of the cage doors.
"Will the guards please lock the cage doors?" the announcer requested.
The two men locked the cage doors - one on Peter's side, the other on Bonesaw's.
"You really think you can take me, kid?!" Bonesaw asked, smirking. "I've got you for three minutes in here, and I think you won't last half that time!"
"We'll see about that." Peter retorted, as they began circling each other.
Bonesaw growled and charged at Peter like a bull.
"Get him!" his girls cheered.
Peter then jumped back and grabbed hold of the cage, making it look like his legs were under the bars, and his hands were holding onto them, causing Bonesaw to crash into them.
"Agh!" he groaned, falling down slightly onto his knees.
"Ohh!" some of the crowd said.
"That kid may not be strong, but he is adagial." a man admitted.
"Touché." another man agreed.
Bonesaw got up and looked up at Peter.
"What are you doing up there?!" Bonesaw demanded.
"Keeping away from you." Peter retorted. "Nice outfit by the way. Who gave it to you, your mama?"
Bonesaw growled, his eyes burning with anger, then he began rattling the bars, when Peter jumped off them and landed behind him. Bonesaw then turned and charged at him, but Peter jumped up and flipped through the air, before landing on the floor, making Bonesaw crash agisnt the bars.
"No one Mr. Nice Guy!" Bonesaw cursed, turning to Peter.
"Were you even in that mode to start with." Peter joked.
Bonesaw growled angrily and then charged at Peter, who dodged out of the way, thanks to his Spider-Sense, but this time, Bonesaw managed to stop himself before he crashed against the bars. Bonesaw then turned and tried to punch Peter in the face, but missed as he ducked, thanks to his Spider-Sense.
"You're fast, kid, I'll give you that." Bonesaw admitted.
"Oh, thanks." Peter smirked. "But how'd you like me now?"
He jumped and pounced on Bonesaw, pushing him down to the floor, and then Peter somersaulted away.
"Ugh!" Bonesaw snarled, getting up. "Now you've made me madder than ever!"
Bonesaw charged at Peter, who ducked down, and then kicked him with both feet while bending over, sending him flying across the ring and against the cage.
"Ah!" he moaned, before he fell down, out cold.
His four girls all gasped in shock, one covering her mouth.
"1...2...3!" the ref shouted, slamming the floor.
He ran towards Peter as the cage began to lift up, and the held Peter's arm up.
"Winner!" the ref announced.
"Ladies and Gentleman, looks like we finally have a new Champion, Spider-Man!" the announcer declared.
"Spider-Man! Spider-Man! Spider-Man!" the crowd chanted and cheered.
Peter smiled under his mask, not believing how easy it was with his powers.
"I don't believe it!" one of Bonesaw's girls cursed.
"That stupid spider must've cheated!" another growled.
"He'll pay for this!" the third hissed.
The fourth just glared at Peter.
After the match, Peter went to the fight promoter's office to get his money. He kept the mask on as he didn't want to the man to know not only how old he was, but also because he didn't want everyone to know who he was yet.
The promoter put down 300 dollars in front of Peter, who then took it, but then he shuffled a lot more dollar bills.
"Now get outta here." the man said.
"300 hundred bucks?" Peter questioned, frowning. "The ad said 3,000."
"Check that again, Web-head." the man sneered. "It said 3 grand for 3 minutes, and you beat him in just over half that time. For that, I give you 300, and you're lucky to get that."
"But that's cheating!" Peter argued, angrily.
"That's not my problem, Web-head." the man retorted.
Peter huffed, then stormed out of the office, slamming the door slightly behind him. As he walked down the hallway towards the elevator, a man in black walked past him with a duffel bag, and then entered the office. The man then threw the duffel bag onto the fight promoter's desk, which was covered in money.
"Hey, what the-!" the fright promoter snapped.
The man pointed a gun at him. "Put the money in the bag!" he ordered.
As Peter got closer to the elevator, he heard a noise, getting his attention. He turned around, as the thief ran towards him with the duffel bag, now full of money he'd stolen, followed by the fight promoter and a security guard.
"Stop that guy!" the fight promoter shouted.
"Don't let him get away!" the guard shouted.
Peter however, wanting revenge for not getting the right money, just stood there and ignored the calls, just as the elevator opened up.
"He's got my money!" the fight promoter bellowed.
The thief got into the elevator and then pressed a button.
"Stop him!" the guard shouted, as the elevator began to close.
"Thanks." the thief told Peter, before the door closed.
The guard then banged on the elevator door as it began to go down.
"What the hell's the matter with you?!" he asked Peter angrily. "You let him go!"
He walked off as the fight promoter walked towards Peter.
"Close the lobby and the call the cops?!" he told the guard, before turning to Peter. "Why'd you let him go?! All you had to go was trip him?!"
"Not my problem." Peter replied, smirking.
The fight promoter turned around and walked off angrily.
"Of all the rotten things?!" he cursed.
Peter smirked as he turned and pressed the elevator button again.
Once Peter was out of the stadium, his suit now under his vest top, and his backpack over his shoulder, he walked across the street to wait for Uncle Ben, when he spotted a bunch of people crowded together. Curiously, he went over to investigate, and when he got closer, he saw some policemen there as well, including a woman Lt. called Jean DeWolff.
"Excuse me." he said, pushing through.
"Stay back!" Lt. DeWolf ordered, keeping the crowd at bay.
As Peter got close, he gasped at what he saw behind the police officers.
"That's my Uncle!" he panicked, pushing past the Lt.
Everyone turned to him as he crouched next to Uncle Ben, who was lying on the ground, not moving a muscle, with his eyes closed.
"What happened?" Peter asked frantically.
"Car jacker." Lt. DeWolff explained sadly. "He's been shot."
"Is he..?" Peter asked, tears coming down his eyes.
"I'm sorry, kid." Lt. DeWolff said, touching his shoulder. "He's been dead for nearly five minutes. A doctor came by but it was too late. An ambulance is on the way to take his body away."
Peter turned his Uncle's body, not believing the last time he spoke to him was an argument.
"I'm sorry, Uncle Ben." he said sadly, unable to fight his tears.
A male officer then approached Lt. DeWolff.
"Capt. Stacy and four cars have chased the stolen car to a warehouse at the docks." he explained.
Peter turned his head slightly, listening in, anger in his veins.
"That thief's gonna pay for killing that old man." Lt. DeWolff hissed, feeling sick.
Peter then ran off as fast as he could, pushing through the crowd. He then ran into an alley full of rage and anger, determined to avenge his Uncle's death. He quickly changed into his suit and put on his web-shooters, and then began climbing up a wall. Once he got to the roof, he put his backpack down, then ran along the rooftop and jumped onto the next building.
He then jumped off that rooftop, and shoot a web-line out of his right hand, and began swinging through the city, moving faster that most of the moving traffic. He swung through the city towards the docks as fast as he could, which took around 8 and a half minutes, and then he landed on a rooftop nearby.
He looked around and then saw a bunch of police cars parked outside a warehouse, as well as Uncle Ben's car.
"The killer's in there." he hissed angrily.
He shot a web out and swung towards the warehouse, landing on the roof, just as the police got out of their cars and aimed their guns at the warehouse.
"Freeze! We have you surrounded!" a voice called through a bullhorn.
Peter recognized the voice as Capt. George Stacy, Gwen's father and the captain of the NYPD.
"Come out with your hands up!" Capt. Stacy demanded.
Some of his men then set up some big spotlights, and turned them on, flashing light over the windows.
Peter moved along the roof slowly, until he found a skylight, which he then walked towards. He looked through it, and saw the killer looking at the windows while hiding near one, wearing a black jacket and a black beanie.
"I'll have to sneak out the back and steal a boat." the killer said.
As he looked around, waiting for the spotlights to go slightly so he could move, Peter lowered himself down on a web-line, hanging upside down.
Peter then let go and fell onto the floor, making a racket.
"Whose there!" the thief shouted, aiming his pistol.
He moved it around frantically, as Peter kept moving from one place to another, before sticking to the ceiling, but made a noise. The thief fired two shots from his pistol, but missed because of Peter's sixth sense.
Outside, the policemen all heard the shots.
"Sounds like somebody's in there with him?" an officer said.
"But I didn't send anyone in!" Capt. Stacy argued, confused.
Inside, Peter moved along the ceiling vey fast, making loud noise.
"Whose there!" the thief cried frantically, firing another three rounds at the ceiling.
He then fired another three shots, but then his gun clicked, as the mag was empty.
"Oh, no!" he panicked.
He turned to the window and noticed the lights weren't shining at it anymore, and then he ran towards the back door. Once there, he found it was locked tight when he pulled on the handle.
"Oh, shit!" he cursed.
He reached into his bag to load another magazine into his pistol, when Peter came up behind him and grappled him. Peter knocked the man's face threw one of the windows on the door, and then did the same with the other.
"Agh!" the thief groaned.
Peter then flung him back across the room towards the ground.
"No, please!" the thief begged, backing away towards the window. "Have mercy!"
"What about that old man you shot?!" Peter snapped, approaching the thief.
The thief got his feet, fear in his eyes.
"Did you show him mercy when you shot him in cold blood?!" Peter snapped. "Did you?!"
Peter held the thief up angrily, but as light from the spotlights came in, he saw the thief's face, which was completely familiar.
"No! Not you!" he gasped, dropping him.
It was the same man who'd ran right past him at the wrestling stadium, who he'd let go as payback for not getting paid the right amount of money. He looked horrified as he remembered what had happened.
(Flashback)
The thief ran towards him, followed by the guard and fright promoter.
"Stop that guy!" the fight promoter shouted.
"Don't let him get away!" the guard shouted.
Peter ignored them and let the thief run past him and into the elevator.
"Stop him!" the guard shouted, as the elevator began to close.
"Thanks." the thief told Peter, before the door closed.
(Flashback ends)
Peter fell to his knees, looking depressed.
"Stay back, you psycho!" the thief snapped frantically, moving away.
"I could've stopped at the wrestling stadium." Peter said quietly, not believing how he had helped cause his Uncle's death. "I could've saved Uncle Ben!"
The thief got up and backed away towards a window, but then tripped backwards and fell through the glass.
"Nooooo!" Peter cried, as he got up and ran towards the window.
Once there, he quickly shot a web-line out from his right hand, catching the man just inches away from the ground and death.
"With great power, comes great responsibility." Peter said, repeating his Uncle's words of wisdom. "I will not sink to your level!"
The police all looked speechless as the thief hug by his legs upside down.
"Freeze!" a voice shouted.
Peter turned and saw four flashlights in the distance, telling him that four policemen had gotten in.
"You're surrounded!" one shouted.
Peter turned back and shot out a web-line, and then swung away, in full view of the spotlights and the policemen.
"Just who was that?" a Sgt. wondered.
"You got me, son." Capt. Stacy said.
He walked towards the thief who looking up slightly, cracking his neck because of the dangle.
"Dennis Carradine, you're under arrest for murder and robbery!" Capt. Stacy said.
Carradine gulped, as two officers pulled him off the web and then cuffed him. They then took him towards a police car and then threw him into the back seat, before they got into the front and drove off.
"Capt., did you know the old man who was shot?" an officer asked, walking towards Capt. Stacy.
"Sort of." Capt. Stacy sighed, turning to him. "My daughter's a friend of the man's nephew."
"Oh, I see." the officer said, sadly.
Capt. Stacy then got into his car and rode off towards the station.
Later, after Peter had gotten his things from the rooftop he'd left his backpack on, he went straight home to Aunt May. Once at the front door, he opened it up, and saw his Aunt May crying on the couch.
"Aunt May." Peter said, walking towards her.
Aunt May turned to him, and then they hugged each other tight, moaning the loss of Uncle Ben.
After he went up to his room, he threw his backpack down, then sat on his bed, while picking up the notebook he'd drawn his Spider-Man suit on.
"With great power, comes great responsibility." Uncle Ben's voice echoed in his head. "Remember that, Pete."
Peter looked at the drawing, and made a big decision that night as he went to bed: He'd use his powers to help protect the city and everyone good in it, never again for his own gains.
About a week later, he'd finished making his new costume, then put it on, and swung out into the city, to use to his powers to fight crime and keep it safe.