Dear Readers, (if I have any) I haven't given any disclaimers or whatever so far because I didn't want to ruin anything I had going. I wasn't even going to put it in here but I'm kinda afraid of being sued so..

The characters in this that were created by Stan (the man) Lee and (according to some) Steve Ditko are not in any way mine, however any original characters are all mine. I'm not using this to make any money just to satisfy my own strange urges, even though to be honest a lot of the characters are Marvel's in name only as I've changed them so much.

This chapter is very wordy, as is much of my work, but please hang on because the next chapter is where it all takes off and the ending's a corker. So please stay tuned, same bat-time, same bat-channel. By the way I also tend to update very quickly so if you can, check pretty much every day.

Chapter Three: Once Bitten.

The next day was uneventful, he and Gwen spent the day in the library by themselves chatting and laughing and attempting to study. There were too many distractions though, Peter himself only managed half a page of notes. It was mostly because whenever Gwen was really hard at work she made a strange face and Peter couldn't help but watch her in her torturous thinking. However much Peter wanted it not to, the day finally ended, and after walking Gwen home he felt like he was on top of the world. It was then he remembered about visiting the Spider exhibit at the museum, he didn't want to miss their genetic manipulation demonstration so he hopped on the subway straight away. He stood between a businessman and a tramp on the subway, the smell of months without showering from one side and Christmas present aftershave on the other. Other than the interesting cocktail of odours the journey was rather uneventful, Peter was quite happy listening to the news being broadcast over the radio.

"When questioned on the recent rash of murders in the city newly instated Police Captain Stacy declined to comment," a female voice buzzed from the speaker.

"With interview technique like that he'll sure go far in the NYPD," laughed her male co-presenter. The female voice laughed too and the tramp started muttering conspiracy theories under his breath.

Peter gleefully left the subway car and stepped onto the platform, his feet nearly slipping on a spilt puddle of some soft drink, upon regaining his footing he marched onwards to the museum with a small skip in his step. He started thinking about Gwen's father, and wondered why he wouldn't comment on the murders, but then if he didn't have any information then he wouldn't want to look stupid on his first major case. Whilst partly lost in his thoughts he'd managed to find his way to the steps of the museum, a huge spider design was emblazoned on drapes hanging beside the large double glass doors of the museum. Peter pushed the left hand door open and walked in, after paying a small entry fee he was advised to hurry or he would miss the genetic manipulation demonstration.

Inside the exhibit Dr. Alexis Jones held a spider suspended from a web attached to her glove, it slowly webbed it's way back into the glass box from which it came. Alexis used another gloved finger to catch the spider, as if juggling it, stopping it reaching the cage. She was making a speech about the spiders as Peter noisily burst through the door to her left, what happened next would change the life of Peter Parker forever. The actions of the inexperienced Dr. Alexis Jones would forever destroy the young man's chance of having a normal life ever again. What was this action? She simply turned around, but in her inexperience and clumsiness her hand hovered just to the right of the cage and the miraculous spider let itself drop from its web-line. Landing on the floor to the right of Alexis' foot the spider scrambled in a frenzy to escape recapture, its speed was remarkable and it would have appeared to any onlooker to be a blur of red and black. However there were no onlookers, nobody saw it and nobody knew what was happening. Dr. Alexis Jones shot Peter a nasty look and returned to her speech, oblivious of the life-altering mistake she had just made. Peter stood at the back of the room, a good three feet from the nearest spectator. The room was almost empty anyway, what with it being the last show of the day there were only about five people in the room and all of them were too distracted by the demonstration. Too distracted to see a little black and red blur making its way up Peter's leg, up his body and along the underside of his arm. Peter shivered from the cold of the room, to the spider it felt like an earthquake, it fell from his elbow onto the back of his hand. In distress it worked its legs into Peter's skin to secure itself, he felt a slight tickle on his hand and flashed a look at it.

"What the?" Peter whispered to himself as he spotted the spider, moving his hand up to get a closer look.

The spider felt more movement, this time faster, taking the little arachnid higher. What could only be described as fear gripped the spider's tiny mind and its instincts took over as it unfurled its mandibles and bit down hard on Peter Parker's hand. The spider could feel its genetically altered venom coursing through the veins on which it stood, then a burning sensation as the skin blushed bright red with pain.

"Ow," Peter quietly cursed under his breath, bringing down his other hand and squashing the small spider. Peter rubbed his hand, feeling a little queasy but oblivious to the dramatic changes in his body. The chains of DNA in every single cell of his body simultaneously unravelled and re-made themselves, doing in a split second what took evolution billions of years. Peter suddenly became aware of a clock ticking, slowly the second hand made its way around the white circle of its face, and by the time it had done one full turn the process was complete. Peter was changed, irreversibly, from that day on cursed to be no longer human. There were new organs forming in his wrists and hands, new glands in his finger tips and a whole new sensory system developing in the back of his neck, at the peak of his spine. Understandably, Peter was feeling a little odd.

Peter stumbled in his front door, leaving way before the demonstration was over. He just felt so odd, every muscle in his body ached and his head thumped. Underneath the skin Peter's muscles were growing, not bigger but more efficient, unnoticeably the fibres of his muscles were multiplying at an alarming rate. Soon his muscles would be many times stronger than a normal man's, more efficient and deadly powerful. He staggered up to his room after mumbling his way through an excuse to his aunt and uncle, collapsing on his bed he could not keep his eyes open as the changes to his body were draining him of all his energy. As he fell asleep he began to shake and shiver, his body convulsing from the shock of new organs worming their way into his central nervous system. Growing from small buds to pulsating organs alive with blood and full of sticky webbing silk, tiny spinnerets protruding from the skin of his wrists and glands in his fingers releasing super-strong adhesive enzymes from pores in his fingertips. Peter finally lost consciousness from the pain and the strange feeling of his entire body stretching and changing, becoming something wholly different.

"Something's wrong with the boy May," Ben Parker said from behind his newspaper, the Daily Bugle.

"He loves meatloaf," May Parker replied, dealing out some vegetables onto her and Ben's plates. Peter had long since fallen unconscious and his plate remained empty.

"Not that May," Ben put the Bugle onto an empty chair, "he's been studying too hard, spending all his time up in his room."

"He's just trying to make his parents proud."

"They're dead May," Ben almost shouted back, looking over his shoulder to be sure he hadn't woken Peter, "sometimes I worry Peter still hasn't realised that."

"Why don't you have a little talk with him," May said trying to calm him down, "see what's bothering him, if we can help?"

Later that night, around three in the morning, Peter woke up from a nightmare and shot out of bed. A muscle spasm in one of his amazing muscles was enough to launch him from the bed and onto the ceiling. Several seconds later Peter realised he hadn't hit the bed again and opened his eyes, what he saw was the ceiling, up really close. He trailed his eyes down his sleeve to his hands, his fingertips stuck to the plaster and his socked feet doing the same. His body was hanging from the tips of his fingers and toes, he was literally stuck on the ceiling.

"Huh," Peter whispered to himself, "this is new."