Disclaimer: I own 's my OC's.

" Timmy Turner you have joined something very important in your quest of becoming a Spider Totem."

The person who said that was a red-haired woman sport a pair of goggles with red lenses and a red costume with a spider-symbol on it. This is Julia Carpenter or Madam Web as she more commonly knows as.

She was currently in the Web of Life and Destiny is a three-dimensional construct in five-dimensional space that acts as a model of the entire Multiverse and enables travel between realities. Its nexus lies in Earth-001, where it is maintained by Master Weaver and totemic spider deities.

She was looking at the newly made web showing Timmy Turner in his costume and she was looking at it with a fond smile on her face which turned into a sad bittersweet smile as she witnesses what caused him to become a Spider totem.

" You have seen it a thousand times it still hurt ."

Madam Web turns around to see a figure that was a male wearing a suit is white with the torso, arms, and legs having a space theme with stars and come kind of constellation dots on the chest with the mouth being red similar to Spiderman along with the tear-shaped eyes.

MadamWeb greeted," SpiderTotem of Earth-13."As she greeted the Cosmic Spiderman who pouted underneath his mask.

Cosmic Spiderman said," Come on Julia you can call me Peter geez."As he looked at Julia who mouth twitch.

Madam Web said," I take it that you gave Mr. Jones his suit along with pep talk."As she stated it as a statement rather than a question.

Cosmic Spiderman said," Yes I did and he reminds me of my self ."As he thought the spider he just met.

Madam Web said," All Spider totem share similar traits which they got from Prime."As she pointed towards the Spider-Man prime web.

Cosmic Spiderman said," Especially Neo Spider and I heard he is traveling with the Avengers."As he remembered meeting the Alternate earth Spider totem who traveling with the alternate version of The Avengers.

Madam Web said," Yes but let us watch young Timmy journey as he rises to the challenges of becoming Spiderman."As she brings up Timmy's web showing Timmy swinging in his costume like a pro.

In Dimmesdale, Cops are out on the trail seeking a group of crooks in a car. The sound of webs being spun is heard and then in the sky is spider-man in the red and blue costume he spins his webs.

A swing from one building to another and swings past 45th avenue and the grocers below stare and look up in surprise making Timmy chuckle at their surprise expression. Timmy swings past another building and lowers down to an alleyway. He stands out of the alleyway and it's Timmy Turner zipping up his jersey as the spider logo stands out until zipped up.

Timmy thought " Time to meet up with Veronica at the diner ."As he made his way to the diner where Veronica is at.

As Timmy made his way towards the diner he didn't see a limo was following him as he made his way towards the diner. Timmy enters the diner and he see Veronica waiting for at a booth making him sigh in relief that she is here.

Veronica saw him and Timmy swore her face split in a happy grin as she got out of her seat then she charges at Timmy then she engulfs Timmy into a hug a very tight one making Timmy blush as he felt Veronica asset on his chest.

Veronica cried," Timmy like I am happy you are here."As she lets go of Timmy and she stares into his blue eyes.

Timmy said," Ditto and V. I am glad you are and Ms. Hardy is alright."As he looked at his friend who blushes.

Veronica said," I am fine and I am glad that Spiderman saved me and my mom from Vicky."As she sounded grateful that the arachnid hero saved her and her mom.

After Spiderman made his appearance people begin buzzing at the thought of a real-life Superhero which to the children was a dream come true. Veronica was interested in the Spider theme hero like how did he do what he did.

Timmy said," Yeah for Spider-Man."As he gives Veronica a fake smile and he wanted to tell Veronica that he is Spiderman but he remembered the rule of a secret identity.

Veronica said," That Spiderman made me wonder where he got his powers."As she gains a thoughtful look on her face.

Timmy thought " Well being bitten by a radioactive spider gave me my powers." As he gives Veronica a small smile as he listens to her come up with theories about his origins.

Veronica said," I think he is alien from a doomed planet and his parent sent him away so he can survive and that he was raised here on earth by some farmers."As she looked at Timmy who tried not to laugh.

Timmy thought "Veronica you got me confused with someone else ."As he smiled at his friend who is trying to come up with scenarios about Spiderman. Timmy see Megan Bacon coming up with two menus in her hands

Megan Bacon said," Welcome to Cake 'N Bacon and how may we serve."As she gives the two friends their menus.

" Wait for me guys ."

Timmy and Veronica turn to see Trixie Tang who is wearing her usual vender sweater with a lavender headband that holds her hair back and a white mini skirt with white matching boots looking at the two shocked friends but her attention was on Timmy.

Trixie said," Hello V. Hello Timmy, and you are looking very cute today."As she winks at Timmy who raised an eyebrow at her.

Timmy said," Hello Ms. Tang.'' Timmy don't know why but his spider-sense is telling him to get him and Veronica away from Trixie Tang.

Megan asked," Should I get a third menu ?"As she looked at the third party who merely waved her off.

Trixie said," I came down here to see if Veronica was alright since she and her mother was kidnapped."As she gave Veronica a fake smile which they could tell from a mile away and Timmy narrowed his eyes at Trixie.

Timmy said," They were lucky that Spiderman saved them."As he looked at Trixie who left twitched with her fake smile still on her face.

Trixie lied," Thank the wall-crawler for his help and I best be going to see you two later."As she walked out of the diner.

Veronica and Timmy looked at Trixie's retreating back then they looked at each other wait raise eyebrow but they shrugged as they went through the menu. They told Megan what they wanted they got some drinks while they wait for their meals.

Veronica said," So Timmy how it going looking for a job."As she looked at her friend Timmy who had a smile on his face.

Timmy said," Well I submitted a job application to the Daily Globe and they said that I passed the first part but I need to take some pictures to completely join The Daily Globe." As he looked at Veronica who looked interested.

Veronica asked, What the topic?"As she looked at Timmy who gave her a grin that she found cute.

Timmy said," Take some pictures of Spiderman V." As he looked at Veronica who jaw hit the floor as she hears what Timmy stated.

Veronica said," Wow that going to be a hard task, Tim."As she looked at Timmy with a smirk on her face.

Timmy said," I am ready."As he smirked back at Veronica who giggles at his look then they see Megan with their food.

The two friends begin eating their food and Timmy begins to think about his life about how he went from kid with buckteeth with fairies to a teenage superhero with spider powers. Timmy wonders if there are more like him with spider powers.

Timmy thought " I wonder if I would meet a Spider-woman, Spider boy or Spider pig."As he thought humorously about the latter.

As the two finished their meal Timmy paid for their meal which made Veronica call him a gentleman making Timmy blush at her remark. Timmy and Veronica made their way of the door with Veronica holding his arm making Timmy blush at how close she is.

Timmy and Veronica hear the sound of the police siren causing them to see several police cars heading somewhere making Veronica worry and Timmy's concern as he saw the polices are moving in a hurry.

"In OsCorp truck carrying plutonium has been hijacked. A police chase is in…"

Veronica said," Great someone is stealing ."As she rolled her eyes in annoyances at someone stealing.

Timmy thought " Hey V if someone is is stealing something then Spiderman is going to show up."As he brings out his digital camera and he saw Veronica perk up at the mention of Spiderman showing up.

Veronica said," Hey Timmy be safe when you take those pictures okay ?"As she gives him a pleading look and she quickly runs away.

Timmy quickly runs into the alley and he changes into his costume then he spins a web in the air. He begins web-swinging looking for the armored truck until he saw it making him smirk underneath his mask.

Spiderman said," Found you."As springs down to help as we see a big tow truck driving through the city by Francis as police cars are chasing him.

Francis said," Say hello to Francis Sytsevich." As his armed assistants set explosives to blow the hatch as Francis rolls over police cars, Timmy swings through buildings in hot pursuit.

"Spider-Man! "

Spiderman said," Hello, pedestrians!."As he as he swings past a street full of people and Francis's assistants blow the hatch and hop into the van where there's a container of vials, Timmythen swings onto the truck and knocks on the driver's side window.

Spiderman joked," Knock, knock. Mr. Criminal?"As he indicates for Sytsevich to roll down the window which he does.

Spiderman said," Hey, my name is Spider-Man. You can call me Web-Head, you can call me, Supreme just don't call me late for dinner, you get it? Okay!"As Francis goes to punch Spiderman but Spiderman dodges it then looks back through the window again.

Spiderman asked mockingly," No handshake? Are you a hugger? Or not…"As he recognized his bully from school.

Francis stated," I'm a killer!"As he gets his gun out and starts shooting at Spiderman which he quickly dodges.

Spiderman said," Woh! Okay! As Francis's men open the container they get a warning message.

"Warning, plutonium 2-3-8 is a radioactive material and is highly explosive."

AJ was with a depressed look on his face as he thought about Timmy his former friend who is now friends with Jimmy Nakamura and Veronica Hardy which was his and Chester's fault since they did abandon him. AJ didn't have time to react as he was caught in a stampede of people.

AJ cried," Excuse me. There's room for all of us on the sidewalk, folks. Please A little help. Some help, please!"As he is caught in the stampede of people while Spiderman fights Francis.

Spiderman said," You have problems with your gun? Let me help you out with that. "AsTImmy goes to grab Francis 's gun from his hand and the truck starts swerving.

Spiderman said," Uh...Mr. Bad, I'm gonna be right back. Watch out! Wooh. "As Spiderman leaps off as the truck starts plowing into the cars ahead and he rescues AJ from getting hot by a cab and he helps AJ up.

Spiderman asked," Okay, there you go. Are you okay? You hurt?"As he tried to sound professional but inside he was slightly angry to see AJ.

AJ said," You're Spider-Man."As he looked at the spider-themed superhero who is unknowingly his former friend.

Spiderman joked," Costume gives it away, huh? Get to safety Kid."As he swings off leaving AJ to stare at Spiderman retreating back.

Inside the back of the truck, Francis's men start taking the vials from the container and it looks like they would be getting away.

"Warning, radiation critical."

Francis suddenly slams onto the breaks causing the plutonium vials to topple over, outside dozens of police cars crash into the truck pinning it, so Francis's men burst open the doors and start firing at the cops at which point Spiderman uses his web to yank the men from the truck and suspend them over the cops.

The Cop cried," Hands up!"As he pointed his gun at the men and they see Francis puts his foot on the gas and starts driving off making the vials toss around in the back, Spiderman then jumps into the back and starts catching the vials.

Spiderman said," Got ya! Got ya! Oh! Got you too!" As Francis is driving off fast, Spiderman frantically tries to catch and keep hold of the vials.

Spiderman said," Okay! Stop it! Oh, come on! "As he finally manages to catch all the vials, hanging like a chandelier on the ceiling when suddenly he drops one vial and he goes after the vial as it rolls out into the street and hangs the other vials inside a web by the side a building to keep safe.

Spiderman said," Hey, wait! Come back here!" As he finally manages to catch it from the middle of the street and just then an ambulance crashes into him making him cruse silently. Spiderman looks to his side and sees a police car riding alongside him.

"Hey! Get off!"

Spiderman said," Nah I think I will stay on."As he trying to stop the truck and as Spiderman tries to break through the truck's windscreen the truck crashes into a bus, so Spiderman leaps over the bus to stop it from overturning and protect some pedestrians in the process as Francis is shooting at Spiderman, Spiderman swings over to him and easily grabs his gun away from him.

Spiderman said," I'll take that. That's mine too."As he then takes the plutonium vial from his hand and then uses his web to hold Francis's hands captive and then uses his web to pull down Francis's pant, Spiderman then turns and starts walking away but not before taking some pictures of himself striking some poses.

Francis said," This is not over, Spider!" Just then Francis 's gun lands on his head making Spiderman snicker.

Spiderman joked," That all folks."As he swings way leaving the police to arrest Francis and his men.

Notes: Here is the new chapter and some familar faces in this chapter along with some mentions. If you can spot the references in the story then tell me via pm and also if you got any ideas for this story then let me via pm. Which villain should Trixie become and why? Also if you have questions then put them in the comment section or pm me the question.