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Worm is a web serial written and owned by John C. "Wildbow" McCrae.

Spider-Man (Comics) is owned by Marvel.

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Issue #1: Powerless

March 10, 2008

Arcadia High School

Brockton Bay, Massachusetts

"Come on Parker! Move it, move it!"

Peter Parker was dying. Of exhaustion. It felt like he was going to collapse any second.

I'm gonna die. I'm gonna die. I'm gonna—

"Okay, that's enough! Take a ten minute break and after that, we'll play some basketball."

Thank you, god. Peter relaxed internally, he was finally able to take a rest.

He walked over to the school's benches and tried to sit down and catch his breath.

Tried, as in once he got to the bench, he felt a breeze above his knees. And the sound of laughter coming from behind him.

He looked down.

His shorts were on the ground, leaving him in underwear. Specifically, underwear with Armsmaster's face on it.

He quickly pulled up his shorts and sat down on the bench as nothing had happened. The laughter had gone silent now, although he could swear that he heard some low giggles from some people.

I bet Hero doesn't deal with this in real life.

Lunch was a simpler time. A time where everyone could spend time with their friends and gossip about sports, what hero they like, or just about anyone.

But for Peter, who was currently in the cafeteria of Arcadia High, he was interested in one girl that was currently at a lunch table. Her name was Liz Allan. She was a Latina, with brown hair, flawless skin, a petite frame, and a beautiful face. She was currently talking with a bunch of cheerleaders.

"Dude, you alright?" Harry asked as he sat down next to him.

"Yeah," He responded, "Just thinking." It was lunchtime at Arcadia High, as a lot of Peter's classmates chatted loudly and ate in the cafeteria.

Suddenly, Peter felt something wet and cold hit the back of his head. He raised his head and grabbed the thing that had fallen on the ground after hitting him on the head to see that it was a milkshake that had hit him. A strawberry milkshake in fact.

He turned around and saw Flash Thompson, Kenny Kong, and Carl King laughing at him obnoxiously, "Enjoy your drink, Parker!" Flash jeered before the three bullies walked away.

Harry glared at them and he made to get up, only to be stopped by Peter putting a hand on his shoulder.

"It's okay. Don't worry about it," Peter told his friend. "They're not worth it," he said, as he cleaned himself up with a napkin.

Harry looked at Peter, still angry, "First, they pants you in gym and now they throw a milkshake at you. They're just gonna keep doing this if you don't stand up for yourself. Might I suggest a bodyguard for you? She's a part of New Wave, is blonde, and her name rhymes with laser beam."

Peter knew who he was referring to, from a couple tables down, a blonde haired girl by the name of Crystal Pelham sat at a table accompanied by a couple of her friends, as well as her cousin, Victoria Dallon who played on the Arcadia girls basketball team. Crystal was a member of New Wave, a group of unmasked superheroes who worked as a team. They were also independent and not affiliated with the PRT whatsoever. However, they did work with them on some occasions.

She was also in the same grade as both Peter and Harry whereas her cousin was two years younger than the both of them.

"I think I'll respectfully decline. I'll stand up for myself. But, in the meantime, you sit," Peter commanded, pointing at Harry's seat and making him sigh.

"Fine," he complained, as he took a bite of his food. "So how are you and Liz doing?"

"What are you even talking about?" Peter sputtered out, "Me and Liz having a thing? Yeah, right. Besides, isn't she dating Flash or something?"

"Yeah, but you never know that could change one day," Harry replied as he smirked at his friend's expression.

Peter punched his arm jokingly, "What about you, Mr. Rich and Good Looks? Still trying to get with Ms. Dallon?"

Harry sighed, "Not anymore. I heard that she has a thing for Dean Stansfield now. So, I've moved on. But her cousin, Laserdream is available so I'm gonna do what I have to do."

"Stansfield, Stansfield, Stansfield," Peter kept repeating the name to Harry, "Isn't that the name of that guy that your father doesn't like?"

"Yeah, him, Roy Christener, and Max Anders," Harry clarified to his friend, "I've met Dean before. At first glance, he might look like a snob. But he strikes me as a true gentleman. You know, those ones who hold the door for anybody whenever they want to go in or out."

Before Peter could respond, he heard the sound of the PA system whining, "Attention, students! Attention!" The principal of the school said, his voice chippier than normal.

Peter had a questionable look on his face. Whenever the principal sounded like that, it was when he was in a good mood. Which was today, it looked like.

"Armsmaster and Assault of the Brockton Bay Protectorate are here as part of the Brockton Bay Wards program! All students are to report to the auditorium for a very special presentation!"

Oh, that's probably why he's in a good mood. Peter thought as he continued to listen.

"All students are reminded that any illegal activity, including supports for any of the local gangs, is not tolerated on school grounds as well as bullying. Thank you." And with that, the PA system shut off.

As soon as it did, all the people in the cafeteria began to file out of the room and make their way down to the auditorium. Through the crowd, Peter saw Crystal, along with Victoria, and a brunette with freckles following the two of them.

Once most of the students had exited the cafeteria, Peter and Harry began to follow suit, walking down the halls of Arcadia, and making it to the auditorium, the seats filled with students alike.

Peter and Harry wanted to find a good seat but they also didn't want to sit next to certain people or one of the gangs for that matter.

The two scanned the area, before they spotted a beautiful, redheaded girl, along with an equally beautiful blond girl waving to the both of them.

"That must be Gwen and MJ. Look at them, saving seats for the two of us," Harry pointed at them, as he and Peter began to make their way over.

"Hey, Har. You too, Tiger. Saved you boys a couple seats," Mary Jane Watson said to Peter, who sat down.

"Thanks, MJ," Peter said as he sat down next to the redhead. "Hi, Gwen!"

"Hi," Gwen waved back, blushing lightly.

"So what do you think this assembly is about anyways guys?" MJ asked the big question.

"Well the Protectorate and the Wards are here, so obviously something big is going on," Gwen answered.

"It's probably just another Ward reveal. I mean we could use some new ones. We already have five Wards so far," Harry replied to MJ's question.

Principal Davis then walked up to the podium that was set up in the middle of the auditorium and tapped the microphone to gain the student's attention. "Hello, everybody. Now, I bet some of you are wondering why we are having this assembly."

Peter wondered as well. After all, they had been called down.

"Well, to be perfectly honest, Brockton Bay has had its ups and downs over the years."

That's putting it mildly… A lot of the student body and even the teachers thought.

"With the rise of gang activity led by groups such as the Empire Eighty-Eight, the ABB, and the Marche, things have become a bit hectic. But I believe that we can make a difference. We need all the help that we can get."

Principal Davis finished his speech and walked off the stage, then Armsmaster came up and prepared to give his own speech.

"Thank you, Mr. Davis. Now then, I'm sure you're all here to see our newest Ward. He's going to debut in a couple of days but we wanted to give you the chance to see him for yourselves."

While Peter and the other students were looking at the introduction of Brockton Bay's newest Ward, Aegis, who was wearing a rust red costume with a shield on his chest, a spider began to crawl its way out of a vent in the auditorium, looking for a certain someone. It spotted that someone and crawled across, carefully through the feet of other students, so that it could bite the boy.

However, its activity didn't go unnoticed. It caught the eye of one Amelia Claire Lavere who raised an eyebrow while watching it crawl on Peter Parker's neck. She knew who the kid was, barely, he mostly hung around Harry Osborn and was often hassled by the jocks. She was tempted to notify the kid, but it was too late.

Once the spider got on Peter, crawling down to his left arm, it simply just bit down.

"OW!" Peter screamed in pain, grabbing his arm, and drawing the eyes of everyone to him, including Armsmaster, Assault, and Aegis.

"Pete? What's wrong? What happened?" Harry said, looking at Peter who was now looking dizzy and out of his seat, but he had stopped screaming.

It was revealed that the reason Peter screamed was because a spider had bit him, a small one at that. He swung his hand around, hoping to get the spider off, and he actually managed to shake it off, well…. until it landed on Liz Allan, who was sitting in front of him.

Liz kept on screaming in an attempt to get it off, shaking as she did, until it eventually got off and landed on the ground, skittering away from everyone as it did.

There was a multitude of things happening towards Peter. He was pretty sure he could hear Flash laughing in the distance along with Carl and Kong. The whole auditorium was freaking out. The teachers were trying to calm everyone down. Aegis as well as Armsmaster and Assault were stupefied, before regaining their composure.

Peter himself had actually fallen forward, holding someone else's seat, before he leaned forward, throwing up his lunch. He then stood up, his head throbbing in pain and agony, unable to register anything. Peter then looked around, registering his surroundings, before he passed out.

And here we have it. The first "chapter" or issue of Wallcrawler.

Now, a couple things to take note of here. This is a story that takes place in Brockton Bay. It starts in 2008, but it will eventually reach the canon year.

As you may have seen from the first chapter, it is not only Peter that exists in Brockton Bay, but also others such as Harry Osborn, Flash Thompson, Gwen Stacy, etc.

And a little AU change, Marquis is still in Brockton Bay along with Amy, who goes by Amelia Lavere in this story.

I plan to give Peter his villains but kinda twist them Worm style, this is Brockton Bay not New York so I'll see how that goes.

As for canon characters, yes, they will get their powers. And before someone asks me, will Taylor be in the story? The answer is who knows? Maybe she'll be referenced, maybe there'll be a cameo. It's still a long time until 2011.