Disclaimer: I do not own Spider-Man, Marvel Comics, High School DxD, Silmarillion, or anything else you recognize.

Warning: This will have eventual incredibly OP!Spider-man through a unique Sacred Gear

Note: In text I will be using Western naming convention, in speech it will be Asian. I am doing this because the majority of the time they will be speaking Japanese. It's only polite to use the conventions of the people you are speaking with. Measurements and weights will be in imperial.

Legend: "Speech" 'Thought' (Telepathy) ~Radio/Communicator~ [Sacred Gear] {Magic Item} *Technique*

Adjustments Part 3

Peter Parker and Rias Gremory were sitting in an examination room that didn't look much different than one in a standard doctor's office. Since the implementation of the {Evil Pieces} there had been a few hundred devils who suffered complications. Considering there had been hundreds of thousands of successful reincarnations it was considered a minor issue. However, nobody ever accused Ajuka Beelzebub of being satisfied with good enough with his inventions. So every Devil Servant with an issue that occurred within a few months was welcome to a free examination and treatment. Most of the issues were minor enough that Ajuka's assistants handled them, but Peter wasn't in that category. The tests had been administers by an assistant, but fifteen minutes after the purple haired lackey left, Beelzebub himself came in.

"Well, Master Parker, your case was interesting enough to pry me away from my inventions." The green haired Satan announced as he took a seat on the stool. "Lord Sirzechs supplied me with the results of the scan he performed before bringing you to his universe. Your fairly unique physiology aside, you were a relatively standard mortal." Ajuka flipped the page on the clipboard he was carrying. "Today's scan has revealed a number of changes in your physiology that cannot be explained by reincarnation to a devil. And we'll go over them one by one to avoid information overload as well as allow questions from yourself and Lady Rias."

"Thank you." Peter was very appreciative of this. "I was half afraid you'd pull a Reed and perform a massive info-dump. While it's funny to see it happen to some people, I doubt Rias-sama has done anything to earn that kind of brain fry."

"Is that supposed to be a crack about my intellect?" Rias glared at Peter over the imagined insult.

"Do I look stupid?" Peter asked in all seriousness before thinking better of what he said and how it set him up. "Don't answer that. No, it's not a crack at your intelligence. I have no doubt you'd understand everything that Beelzebub-sama will be talking about. It's just better to handle it in small chunks."

"Indeed," Ajuka nodded. "Now if you were my cousin Diodora, I would perform the 'info-dump' as you call it just so it caused him headaches for being as annoying as he is."

"Oh, well… carry on." Rias was completely mollified by the explanation. "I am curious on how I can help my newest servant."

"Well, the first thing I would like to mention is the retractable claws you have in your fingertips and toes." Ajuka brought up a display to show Peter's finger tips with the claws extended. They were the opposite side of the finger nail and extended in such a way that tips were pointed back towards Peter's palm rather than outwards. "According to the scans they are the same material as your stingers and your teeth, which are twice as hard as diamonds. Scans suggest they could support twenty tons per digit if embedded in a material that can take the strain."

Peter held up his hand and concentrated on his fingertips, attempting to force the claws to emerge. It took a moment for them to do so. "Well, these will be useful if my wall-crawling ability is ever negated. A little practice and they'll make cutting paper and cloth a breeze as well."

"Well, those do explain the minor cuts on Akeno-chan's arm." Rias frowned in thought. "Kiba-kun might have had some as well, but with the healing spells he had to undergo for the broken bones in his body, they might have missed them."

"I'll have to train with using them so they don't pop out all the time." Peter said as he concentrated once again to retract the tiny claws. "Probably practice with balloons for a while."

"A juvenile but effective training method," Ajuka mused for a moment before the next set of images came up. It was an entirely view of Peter's fingertips, forearms, and jaws. Each of his claws, Stingers, and extendable canines were all linked to a pair of glands. "Aside from their use as weapons, your claws, stingers, and canines are all delivery systems for the substances produced by these glands. Despite their size they are quite capable to producing effective dosages in seconds. The first one is a potent neuro-paralytic that only affects voluntary muscles. The second is a mixture of analgesics, endorphins, dopamine, and serotonin. Both glands also produce a hormone that accelerates the healing process of the wound inflicted by a large degree."

"Alright, the paralytic makes some sense as some spiders paralyze their prey before wrapping them up for feeding." Rias was the first to speak up. "The other gland makes little sense in relation to your other powers."

"Actually, if my status as a Spider-Totem has not changed it makes quite a bit of sense." Peter sighed as he massaged his temples to ward off the headache he could feel forming. "Spider-Totem can harness Tantric and Chaos Energies to grow in strength. Injecting a person what effectively an orgasmic experience would make gathering the former much easier. As for the second, I don't kill."

"Growing stronger through sex?" Rias stared at Peter incredulously. "What kind of perverted power is that?"

"Hey, I didn't even know about that aspect of it until a few years ago." Peter gave a long suffering sigh. 'Why is that the reaction I get from most women? Well except MJ, she thought it was a great excuse for pre-patrol nookie.' Even the thought of MJ hurt at the moment. Shoving that aside he tried to bring the jokester back. "At least it was me who got the power instead of Tony. He'd probably cause the universe to explode."

"It would also be fortunate that Tantric energy cannot be forcefully gathered either." Ajuka might focus more on his inventions, but that didn't mean he allowed himself to be ignorant. "As for whether it is perverted or not, there are many Devils who draw some power from the Sin of Lust. So your power is not all that strange, Master Parker."

"True, but those Devils are all female and not exactly regarded that well in the Underworld." Rias huffed in slight exasperation. 'I will not let any of those hussies near my Peter-kun. He deserves better than to be used.' "As for Chaos energy, well there are times I am tasked with eliminating Stray Devils. So you will, at times, be required to kill."

"Stray Devils are typically Devil Servants that leave the service of their King before they have fully acclimated to become a High Class Devil." Ajuka explained as he saw Peter's curiosity peaking. "Most of the time the Devil is just pursuing their own desires with no ill effect. Those ones are brought back into the fold and rehabilitated. Some are corrupted and become threats to Humans and Supernatural alike. Once the corruption reaches a certain point the only solution is termination as they cannot be redeemed. It's been tried and has only resulted in further corruption and more carnage."

Part of Peter wanted to argue that rehabilitation was always the best option, but he'd recently had it shoved in his face that his policy had repercussions he'd never thought of before. He did note that the Devils did try with those they felt they could. Another part of him wondered how much pain and misery he could have saved others if he just killed Norman, Octavius, Cletus, or Carnage. None of them had ever shown any hint that they might reform even a little. "I'll… have to think about that one."

"That's only fair, Peter-kun." Rias offered her Pawn a smile as she reached for his hand. She had no issues with killing any threats to her family, but she recognized that was just the way she was raised. She was worldly enough to understand others were raised differently.

"That aside I am not done with the minor points of the analysis." Ajuka semi-reluctantly interrupted the tender moment between Rias and her Pawn, however he still had a bit to go through and wanted to get back to his latest project. Still the part of him that was Rias's unofficial second big brother wanted nothing more than to gather potential material for teasing and share it with his best friend. 'Sirzechs will be interested in the recording of this meeting.' "Further scans indicated that you do not possess Devil Wings at this point. Instead of the wings you possess four arachnid limbs. If my hypothesis is correct they will have spinnerets and stingers as well."

"Oh God! YEOUCH!" The revelation that he had four new limbs had cause Peter to forget that calling out to God was going to earn him an instant headache of epic proportions. *Spider-Sense* was of absolutely no warning or help in this… yet. "Please not another Man-Spider thing. I so don't need that, again." With ease born of years of practice, Peter flipped himself off the examination bed and began walking on the ceiling. "Sold to a Devil by my wife? That's just Parker Luck. Stuck in a sixteen year old body? I can deal with it. New boss that is hotter than every one of my exes? Completely unexpected, but I can cope. Stuck in a dimension where my world is a work of fiction? It sucks, but not too bad as at least I wasn't a character. A regression in my mental maturity? I can handle that too. A vast increase in my powers? About damn time something goes my way. New claws and some venom sacs? Weird, but I'll adapt." Peter was pacing back and forth as he listed the things that happened. "Possibility of becoming a walking abomination akin to the Fly? Oh just kill me now."

Rias was just watching as her pawn was freaking out. Not that she didn't want to comfort him, she did. It was just the fact that Peter was wearing shoes as he paced on the ceiling. The reason he wasn't falling off was that he had subconsciously extended the very spider-legs that Ajuka had mentioned. They didn't appear to be organic in nature at all, but constructs of magic like all Devil Wings. They seemed to form from the small of the back, just like her own wings did and general appearance they were like a spider's legs. Peter was literally walking using the limbs without even realizing it. Each movement caused light to dance across the surface and Rias noticed they were not actually black, but a very dark red that was almost black. In fact they looked almost like her *Power of Destruction* in a solid state. "They're very pretty."

Ajuka was scribbling down a few more notes as Peter finally took notice of the legs. "If you are worried about any further mutations you can rest assured they are extremely unlikely unless you go Stray to commit a killing spree."

Peter was completely still as he examined his new appendages. When he'd been told about them he'd assumed they would come out like the Man-Spider limbs. These didn't look much different than the legs of the Iron-Spider suit. The color was different to be sure, and the tipped were blunt instead of razor-sharp. As he was thinking that the Stinger erupted from the tip he was examining. 'Best of both worlds: The blunt tip makes it easier to cling and the Stinger gives me a weapon.'

"Okay, I can deal with this. Tony made me a suit that something similar to this." Peter was much calmer now. "I'll have to practice with making them part of the Way of the Spider. This fits my style better than wings anyway." He chuckled as he dropped down from the ceiling, the legs retracting as he flipped to his feet. "And he sticks the dismount."

Ajuka and Rias just rolled their eyes at the last comment.

"Oooh, it looks like he isn't the Judge's favorite. He better hope that doesn't affect his scores." Peter continued, but when he saw they weren't even cracking a smile, his shoulders drooped. "Oh, come on. That was funny."

"If you are quite finished, I would like to explain the finding that required my personal attention." Ajuka was a calm collected individual, but even his patience was finite. "Master Parker, according to Sirzechs you did not have a Sacred Gear before you entered this Universe. He was also quite sure you did not have one when he presented you to Lady Rias According to the scans you possess one now and the readings do not match any of the known Sacred Gears."

"And you think that this Sacred Gear is responsible for the draining power that Peter-kun exhibited?" Rias quickly put two and two together. "The only Gear known to do that is the [Absorption Line] and I am certain that he didn't manifest that."

"Exactly. The draining attack of that particular Sacred Gear is well known and the scans would have easily identified that." Ajuka replied. "According to the power levels, the Sacred Gear in Master Parker is in the Longinus class, but it isn't any of the thirteen known Gears. I have a hypothesis but…"

"Wait a minute. Wait a minute. What is a Sacred Gear?" Peter was rightfully confused. He'd never heard of anything like what Ajuka and Rias were discussing. "And how would I have gained one? Is there some sort of gacha lottery when you become a Devil?"

Rias couldn't help the laugh that came out with that joke. It didn't help that when she was a young girl she wondered if perhaps that was exactly the system that handed out the Sacred Gears to humans. She had pictured little baby souls being handed their little capsules randomly. It honestly made as much sense as anything else.

"Not quite." Ajuka's annoyance at the webslinger had evaporated in that moment. While he wasn't quite as amused as Rias was, he had to admit it was an entertaining image. "Sacred Gears are Powers that are dispersed to humans when they are born. Nobody, not even God who created the vast majority of them fully understands how the hosts are given their Sacred Gear. This would literally be the first time a Reincarnated Devil was given one rather than simply retaining it, which leads me to believe you are in possession of a Sacred Gear that predates God."

"What?" Rias and Peter blurted out at once.

Kuoh was home to a number of parks and playgrounds, each of them open to the public. Issei Hyoudou was busy running laps around one of them carrying Mittelt piggy back style. Raynare and Kalawarner were riding bikes and making him keep pace. After two laps he let Mittelt down and had to carry Raynare as Mittelt rode. This was his warm up for the true training regimen, which the Fallen Angles pushed the human to his limits and beyond. What the four of them were unaware of is that they were being watched from the swings where teenager and slightly older man were eating their dinner.

"It would seem the Fallen decided not to kill the Red Dragon Emperor, despite their orders." The silver haired teen male observed as he was enjoying Steak Yakisoba. He'd spent the last twenty minutes watching three Fallen Angels training Issei in the park. "He seems much more motivated than he was before, Azazel."

"Indeed. I knew the three of them wouldn't follow that order." Azazel chuckled as he dug into his own Yakisoba. "They want out of the seduction corps and Issei-kun is their ticket. They've even cooked up a method of getting him nearer your level inside of a year. You can thank me any time, Vali."

"Ah, I should have guessed that. Killing him would have just delayed the fated battle." Vali smirked. "I doubt even with their motivation and whatever trickery you've arranged he'll be much trouble."

"Who knows? He might surprise you. Those girls have figured out how to motivate him." Azazle chuckled as he reached down for his beer and took a swig before continuing. "Even if he isn't, there will be a much more interesting challenge for you I imagine. Something Ancient has awakened. A power that was thought dead before the world was round."

"You have my interest." Vali said after a moment.

"Ever heard of the Silmarillion?" Azazel asked and when Vali shook his head, the older man shook his head in disappointment. "It's a book written by the same man who wrote The Hobbit and Lord of the Rings. Well, I will tell you that Tolkien didn't just invent all of that. While the events predate all the current powers by several million years, they happened. Not one hundred percent as Tolkien described, but they did."

"How could you possibly know this?" Vali was truly curious now. "I've seen some of the oldest historical documents that have survived and they are only a million years old."

"I have spoken with a being as old as the Universe and they remember fragments of that era." Azazel gazed off in the distance as he remembered the haunting conversations. "They spoke of a being that would possibly be as powerful as Ddraig or Albion. They described it as a Great Hunger of the Darkness. But the name we know it by is…"

"Okay, I am going to take a minute and geek out." Peter put up his hand to stop Ajuka for a moment. "Tolkien's Hobbit, The Lord of the Rings, and Silmarillion all happened… more or less. The Underworld is part of a fractured Arda after God used the waters to flood the Earth to cleanse it of the only nonhuman species from that time: the Orcs?" Getting a nod from Ajuka, Peter gives a fanboyish squeal for a moment making Rias giggle before calming down. "Okay, I am good to continue."

"My hypothesis is one of the Valar or possibly a Primordial created a Sacred Gear that has endured this long." Ajuka stated simply. "It's entirely possible that you were the only viable candidate this world has had for such a Gear. So when you were effectively reborn it became yours."

"That seems rather implausible." Rias said after a few moments contemplation. "There have been hundreds of billions if not trillions of humans on Earth since then. How could Peter-kun be the first candidate let alone the only one? No offense meant."

"None taken, I mean mathematically it would seem impossible." Peter agreed. "Unless this world has never had a Spider-totem before."

"Well not a human one. The Arachne can't interbreed at all, not even with deities." Ajuka explained. "Being at least part human is a requirement for all Sacred Gears. So while I have no doubt there are Spider-Totems as you refer to them, they wouldn't be human."

"Oh G…" *Spider-Sense* "Golly!" Peter moaned out loud as he face palmed. "I know who made it. I don't know how, but it definitely has to be her. It's literally the only answer that makes sense. The only question I have would be: Why?"

"Given the choice between imprisoning myself in this form and oblivion, the choice was simple." An amused feminine voice sounded from under Peter's shirt. "I chose to continue existing instead of literally eating myself and not in a fun way. Not that I was ever flexible enough to do it in the fun way."

"Please tell me that I just imagined that voice." Peter said after a moment.

"If you did, then your imagination is very infectious." Rias responded as she was staring at Peter's chest. "And perverted."

"Master Parker, if you would be so kind as to remove your shirt." Ajuka could admit he was a bit curious again. A chance to see the oldest Sacred Gear would tempt just about anyone. "I believe your Sacred Gear is manifesting."

"I'll have you know, I only do nudity if it is integral to the plot and tastefully done." Peter said even as he was unbuttoning one of the shirt Rias had bought him. He then had to pull the Spider-Man uniform shirt off as well. In moments he was naked from the waist up.

There on Peter's chest was a Vantablack stylized spider tattoo. The body was centered between his pectorals and ran their length. The legs splayed out on his chest, two of them wrapping around his side, while the other two stretch down his body. On his back was a similar spider but with four legs angled up and the other four angled down.

"Well, you certainly didn't have that tattoo last night." Rias said as she reached out and touched the image. As he fingers brushed what she thought was skin, she pulled back immediately. "That is not a tattoo. It feels like metal."

"Well, of course it is metal. Do you really think I would seal myself away into something fragile like pottery?" The female voice sounded again though it was clear it was coming from the symbol. "I used mithral, though in this state it probably doesn't look like it. I've been hibernating so long and I am sooooo hungry. This artificial Light tastes funny and is barely filling, nothing like the Light from the Priestess."

"You're always hungry and you shouldn't be eating the Light of any of my friends." Peter glared down at the symbol. "Don't make me figure out a way to plunge myself into darkness because I will do it, Ungoliant."

"The Ungoliant?" Ajuka actually scooted his stool back as he heard that. "The Dark Spider that devoured the two Trees of Valinor? The same spider that attacked Morgoth and injured him to the point he had to call the Balrogs to free himself from her webs?"

"Oh, so my deeds are remembered. I don't know if I should be pleased or not." Ungoliant spoke from the symbol again. "It's been an ages since I sealed myself away, no doubt the tale is twisted from the facts. It matters little as my time is past and I am not as I once was. The [Web of Life] is now yours to wield Little Spider. Make what you will of it. Now do not bother me with more questions until you have fed me more. It is hard to think with this gnawing hunger."

With that proclamation the spider symbol that was the physical manifestation of the [Web of Life] faded away.

"Great, my Sacred Gear is hangry." Peter sighed. "How do you toss chicken nuggets at a soul sealed in a tattoo?"

Almost the entirety of the ORC was in the Clubroom having a small party to celebrate Peter's induction into the peerage. Akeno and Kiba had both been cooking from the moment they had recovered and put on a large feast. Rias had brought out a chocolate cake she had made for the occasion. The only member who had not cooked was Koneko, mostly because she was a disaster in the kitchen if ovens and stoves were involved. She did mix the punch, which she had a deft hand in. Peter was seated on couch between Rias and Akeno, while Koneko and Kiba were on the other couch.

Koneko Toujou was staring at Peter even as she continued to eat her chocolate cake. 'How did he beat me so easily? He's not as strong as I am. He's not as tough as I am either.' Contrary to what her thoughts might indicate, Koneko was not depressed she was actually critically analyzing the situation. The fact that Peter as Spider-Man managed to defeat most of the peerage didn't help the blow to her pride at all, because he took them on all at once. "How long have you had your powers?"

"Twenty one years." Peter swallowed his own bite of chocolate cake before answering. He hadn't missed how everyone immediately stopped talking and were now raptly paying attention. "I was a science expo and a genetically enhanced spider escaped his containment. He snuck into a demonstration on artificial cosmic radiation and soaked up enough to sterilize a city block. He must have been in a lot of pain when he dropped onto my hand because he bit me. I spent a few days in the hospital with a one hundred eight degree fever, vomiting, and delirium. Then one day I woke up pretty much all better. I went home and over the course of the next week the changes occurred." Peter took a sip of his tea before continuing. "I no longer needed my glasses. I went from the skinny nerd who couldn't lift his own bodyweight, to having serious muscles, including the eight-pack. In the beginning I could only lift ten tons and I had a top speed of seventy miles an hour. I also had my Wall-crawling ability and perfect balance. Then there is what I consider my useful power: the Spider-sense."

"Spider-sense?" Akeno Himejima was the first to speak up. The Yamato Nadeshiko had taken the loss in the spar with grace, but had been wondering how Peter had so easily avoided most of their attacks.

"It's sort of a combination of limited precognition and omniscience of my surroundings. It gives me warning of things that will endanger me and sometimes my friends, but at the same time when it is engaged time seems to slow down. I don't move any faster than I normally do, but everything seems to moving in slow motion. My peripheral vision seems to extend to two hundred ten degrees. My hearing and sense of sense of smell sharpen considerably. I can feel air-currents moving even through my suit. I'm capable of noticing details that most people would miss even with in-depth examination. I can even tell if an action i will take with place me in more or less danger. I can't divine the perfect response, but I don't really need that to avoid dying." Peter explained. "It's virtually impossible get a surprise attack on me and unless you are much faster than me or overload me with a massive number of attacks I can dodge or counter anything you throw at me. Well, I can ever since I developed the Way of the Spider. I was good at evading most attacks before then, but someone with extraordinary skill could still tag me."

"So that's why you avoided *Plows to Swords* to so easily and why no matter how hard I tired I couldn't get in anything resembling a solid strike." Kiba shook his head. "And you threw me into Koneko-chan's attack."

"Teach me." Koneko said simply. Any concerns she was weak were gone, facing someone with more combat experience than she had years of life explained her loss easily.

"Well, the style doesn't require the Spider-Sense to be effective, but wall-crawling is needed. I can recreate Black Widow's bodysuit as it was designed to simulate that ability. So I don't see why you can't learn it." Peter shrugged. "I'll leave the offer open to the rest of you as well."

"I will have to pass, Peter-kun. In combat I am primarily a caster and I have heavily enchanted my Miko raiment so that it helps me channel more easily." Akeno explained with a slight frown. 'That's a missed opportunity for teasing and flirting. Ah well.'

"No reason you still can't learn some of the base moves, Akeno-chan."Peter countered. "Your magic reminds me of Ororo who controls the weather. She primarily fights with lightning and wind from range, but she is also a skilled fighter if you dare to close with her. I still remember the time she took a Limbo Daemon's spear and ran him through with it because he thought she was defenseless up close."

"Well, that counters any argument I have against learning either." Rias chuckled. "Akeno-chan and I will learn the basics at the very least." The Gremory heiress did not miss the thankful look on Akeno's face nor the glare she was getting from Koneko. 'So Koneko was angling for more alone time with Peter. Very interesting.' "So, after you gained you powers you became a wrestler if I remember. How does that transition to crime-fighter?"

Peter Parker took a long breath to steady himself emotionally. While he had two decades to deal with the emotional trauma of that night, it was still rough. Rationally he knew it was a case of survivor's guilt, but that still didn't ease the ache in his heart. Unlike most survivors he knew with every fiber of his being that he could have prevented one of the defining tragedies of his life. It took a wakeup call from MJ to realize he'd been exhibiting suicidal behaviors. He had seen a therapist to help him past that. Now he was just selfless hero intent on making the world a better place, not a hero with a death-wish intent on righting all the wrongs before he allowed himself to die. Still, even with some of the issues surrounding that night dealt with, it was still hard to share.

"To understand the full story I have to tell you a bit about myself." Peter said softly, but with devil hearing everyone heard perfectly. "And it's not an easy story to tell to strangers. It's not even an easy story to tell to friends."

"We won't judge you, Peter-sempai." Koneko said after a moment and favored him with a small smile.

"We all have some darkness in our past, Peter-kun." Akeno patted Peter's leg affectionately.

"If you'd rather wait to tell us that would be fine." Kiba added in. "We're not sharing all our secrets now, so it would be unfair to demand the same form you."

"I truly want to know, Peter-kun, but I'd rather wait until you are ready to share." Rias cuddled up to Peter's side to give comfort. "There is no rush at all."

"Thank you for understanding."

Author Note: Ungoliant's voice is just like Rachnera Arachnera from (Daily Life with Monster Girls) right down to the using the same inflection on her term of endearment for Peter.
The [Web of Life] appears as a Vantablack version of the Spider Emblem on the Advanced Suit in the PS4 Spider-Man game.

[Web of Life]
Classification: Primordial Longinus class Sacred Gear
Appearance: Stylized Spider chest and back plate made of Mithral.
Special: The [Web of Life] contains the soul and power of Ungoliant the first Giant Spider.
History: This sacred gear is supposedly older than the Sun and Moon, yet there have been no recorded bearers. Ungoliant claims she crafted the [Web of Life] herself rather than completely stop existing. It powers are completely unknown, but likely to be formidable as Ungoliant was able to wound and bind Melkor to the point he feared for his life.
Hypothetical Powers:
Consume Light: Ungoliant has claimed she can devour Light even in this form to gather strength. She can even differentiate the kinds of Light she is consuming. It's presumably this power that makes the [Web of Life} appear Vantablack as it does not allow light to be reflected.