Author's Note: The plot bunnies are holding me hostage until I get this fic out. So, once again, I'm starting another fic. I'm really excited about this one though because I've actually plotted it out! A FIRST!

Anyways this is a Spider-man/Danny Phantom crossover. Danny Phantom is set in the future of the series where Danny and the others are just about to enter college. Spider-man is "movie-based" but I use that term loosely as it will be VERY AU. Here are the changes:

1-It's set after movie 1. Movie 2 has never and, after this fic, will never take place

2-Peter isn't in college at the end of the movie. He's graduated high school yes…but hasn't started college yet. He starts it in this fic (as you will see). I'm going to pretend (unless, now that I think of it…it actually DID occur this way) that all the Goblin stuff happened over the summer and that the ending scene with Peter at the graveyard took place just before the start of this fic and at the end of summer.

3-Otto Octavius WILL appear in this fic. His origin, however, will be drastically changed. It fits in with my plot with Vlad so of course it has to change…but don't worry…he still gets the tentacles and is still a tad crazy because of them.

What's also great is, for you Spiderman fans, Gwen Stacy never appeared in the movies…so in movie-verse she's alive…and is going to make appearances in this fic! XD

And I think that's about it. Please enjoy my newest fic and review!

Disclaimer: I do not own Spiderman (Marvel/Stan Lee) or Danny Phantom (Nickelodeon/Butch Hartman). Hartman State University and the city of Stanley is my own invention though.

((Forest Hills, Queens, New York, 11 AM Friday))

The room was bare except for the most basic of furniture. There was a dresser with a mirror in one corner of the room, a side table, and a bed. The bed was currently occupied by someone with the comforter pulled up over their face and the only feature that could be seen was the brown locks of hair on the occupant's head. The brown haired lump rolled over and muttered something in his sleep.

Suddenly there was a knock at the door and an elderly woman with crystal blue eyes and a smile on her face peaked in, "Peter? Peter it's time to get up."

The lump, now known as Peter, sat up slowly in his bed. He stretched and opened his hazel eyes wearily, "Morning Aunt May."

Aunt May laughed as she pulled open the blinds, "It's nearly noon Peter…but good morning." The sun struck Peter's face and he squinted, "You ready to go dear?"

Peter held up a hand to block out the sun, "Yes. I got all my packing done last night and even loaded it up too."

Peter finally got up the nerve to get out of bed. He was dressed simply in red boxers and a white tee shirt. He went over to his aunt and gave her a hug and a peck on the cheek, "I'm really going to miss you Aunt May."

Aunt May patted his arm, "I'm going to miss you too Peter. But, like you said, you need some time away from the city…what with…well what with all the incidents lately," she said, a sad look crossing her face.

He knew all too well about the incidents she was talking about. He was to blame for most of them. He didn't say anything though, after Uncle Ben's death, the bad Spiderman media, and then Norman Osborne aka Green Goblin fiasco, he was sick of New York City and everything in it. Well except for two things: MJ Watson and his Aunt May. But even though Peter loved them both he knew, deep down, that he couldn't stand staying in New York any longer, that's why he was going to Hartman State University in the growing city of Stanley, Massachusetts. Even now he wasn't sure what made him choose Massachusetts of all places but he guessed that part of him didn't want to give up the big city life or be TOO far from Aunt May…should anything happen.

"Peter, come on I have breakfast ready for you…or lunch if you'd prefer," his Aunt May said, pulling Peter from his thoughts.

"Lunch would be great Aunt May."

((Fenton Works, Amity Park, Illinois, 10 AM Friday))

The room was a mess. Clothes, comic books, and other memorabilia was scattered everywhere. In the midst of this mess stood a black haired boy with bright, baby blue eyes attempting to clean the mess by tossing the clothes on the floor into a suitcase on his bed.

He wasn't alone in his room however, two people where with him. One, a girl with short black hair falling to her shoulders and purple eyes, sat at a computer chair, her legs pulled up to her chest as to avoid the mess. On the bed sat another boy, an African-American male wearing a red hat and glasses, he was watching the other boy with a look of amusement.

"Sam, Tucker, you know you guys could help," the raven haired boy said as he dug under his bed for something.

Tucker laughed, "Are you kidding Danny? We did OUR packing last night…you should have already been ready."

Sam nodded, "You knew we were leaving today Danny…you could have packed weeks ago…like I did."

Danny shot them both a glare as he attempted to shut his suitcase, "Well excuse me if I've been busy fighting ghosts while you two were packing. It's not like I've been procrastinating by playing video games or something!"

Danny sighed, he had been fighting ghosts this whole week…hell since the age of fourteen he had fought ghosts. If it was one thing he was sick of it was ghosts. He was eighteen now, shouldn't he be going to parties and stuff. 'But no…I get stuck with the super powers and the responsibility,' Danny thought as he finally got the suit case closed.

"Finally," Tucker cried, falling back on the bed.

Danny and Sam both rolled their eyes, 'Oh, well…at least I had my friends to back me up all these years…now we'll go away for college and hopefully no ghosts will come after us.' Danny, Sam, and Tucker were going to Hartman State University in Stanley, Massachusetts. Unfortunately Tucker and Danny hadn't been made roommates but at least they were going to the same place, 'I just hope my roommate is either too busy or too oblivious to notice any ghostly activities I might accidentally cause,' he shuddered.

"Well now that you're done packing…can we go," Sam asked impatiently.

"Okay, okay Sam…my parents are down stairs waiting for us," Danny said, hefting the large suitcase easily.

It had occurred to him a few years ago that along with his ghost powers he also had super strength. He'd had it since the beginning but never really thought about it until one day Sam asked him about the Purple-Back Gorilla he had caught and put back in his pen ((i.e. episode 3, One of a Kind)). Gorilla's weighed hundreds of pounds and no normal person could lift one but Danny had. There were also the numerous times he had lifted a bunch of people out of harms way. They'd later tested this power, making a sort of obstacle course of weight for him to lift in a junk yard. Danny had easily lifted a small car and had made it all the way to a broken down bus without breaking a sweat.

"Danny come on! Your Dad wants to get to the airport so he can check for gremlins," Sam called up the stairs.

Danny snapped out of his thoughts, "COMING!"

((OsCorp Building, New York City, 11 AM Friday))

Harry Osborn stared at his reflection in the bathroom mirror. His reddish brown hair was ruffled and messy and there were bags under his dark blue eyes, he had to face facts: he was stressed. Not only had his father been murdered by the so called "hero" Spiderman but now his father's company was facing bankruptcy. Harry wasn't sure what to do, more than anything he wanted to hunt after Spiderman and avenge his father…but he knew he had to keep up appearances and make sure his father's world, his dream, didn't go belly up.

Harry splashed some water on his face, he couldn't even take time away to say goodbye to Peter who was leaving today for Massachusetts of all places. Harry had managed to ask him why and Peter had answered that he was sick of the city that had taken so many people from him. Harry had silently agreed with him, but unlike Peter, he couldn't just run away.

He pulled out a comb and ran it through his hair, "I've got to save this place…I won't let ANYONE take this from me!" Harry turned and exited the bathroom.

Just as he left a man stepped out of one of the stalls, he was an older man, possibly in his 50's. He had long grey/white hair that was tied in a ponytail and piercing blue eyes. He smiled at his own reflection in the mirror, "So that's Norman Osborn's offspring, Harry. Well, if he thinks he can keep me from having OsCorp for myself…he has another think coming…I have plans for you Harry Osborn," he muttered into the mirror. He pulled out a brass colored name tag from his pocket and put it on, it read Vlad Masters, C.E.O Masters Industries. He was there as a representative of his company and every major company in the world was there to get a bid on OsCorp's stocks, including him.

"Luckily…I have something they don't," he muttered, his eyes flashing red for a minute.

((Hartman State University, Stanley, Michigan, 4 PM))

Danny, Sam, and Tucker climbed out of the van they had rented from the airport. They had arrived at their new school and home for the next few years. Danny had pulled up in front of the main office of the college so that they could pick up the keys to their dorms. He looked over his shoulder at the van stuffed to capacity with the trio's luggage.

The three went into the building to pick up their stuff.

"I know we didn't get the same dorm room Danny, but at least we're in the same hall," Tucker said as they exited the building a few minutes later.

"I feel bad though…you already met your roommate…I've been too busy to even give mine a call," Danny said as he opened the driver's side door so he could drive them to their dorm. "Now that I think about it…I don't even remember his name!"

Sam rolled her eyes, "That's going to be an interesting meeting then."

"Well, who is your roommate then Sam?"

Sam pulled out a slip of paper, she was in the same dorm house as Danny and Tucker since it was a Coed dorm. The boys would sleep on one side of the lobby while the girls took the other side. Sam looked at the paper and read, "Samantha Mason, Room 201, and Roommate(s) - Gwendolyn Stacy and…oh no."

Danny and Tucker turned to Sam, "What is it," Tucker asked.

"They must have changed my assignment…this says I'm sharing a dorm with this girl named Gwen Stacy…and Valerie Gray."

Danny slammed on the brakes.

((Hartman State University, Stanley, Michigan, 4 PM))

Peter opened the door to room 102 in Kaufman Hall. He hauled his stuff in and set it on the bed closest to the window. He noticed that there was another bed in the dorm and then he remembered, 'Crud…roommates.' It had been hard enough sneaking out while sharing the apartment with Harry, now he'd have to be extra sneaky. Peter dug into his jean pockets and pulled out a crumpled piece of paper, he opened it and read, "Peter Parker, Room 102, roommate(s) - Daniel Fenton."

Peter sighed, "It could be worse."

((HSU, Stanley, Michigan, 4 PM))

Danny continued driving and pulled into a parking space in front of Kaufman Hall. It was a tall building, 3 stories high that held dorms for girls and guys. Danny looked glum as Sam and Tucker climbed out of the van. He just sat there until Sam tapped his window, "Come on Danny…it's not like you're rooming with her."

He sighed and got out of the car, "I guess you're right…what room are you in again Tuck?" Danny was on the first floor, room 102, while Sam was on the other side of the building on the second floor.

Tucker pulled out his PDA and opened up a file which Danny assumed contained the information on his roommate, "I'm with some guy named Yu Komori in room 105."

Danny smiled, "Well at least you're down the hall."

"See I told you this wouldn't be too bad," Tucker said putting an arm over Danny's shoulder.

Sam, who had gotten her stuff out of the trunk by this time, walked over to them, "Come on…I want to start unpacking before it gets dark."

((Room Number 102, Kaufman Hall, HSU, 4 PM))

Danny dropped his bags in front of the floor and sighed, he was one of the last people to arrive at the dorms according to his RA. He pulled out his key and went to open the door when the door was suddenly pulled open and Danny nearly fell forward in surprise. He stood up straight and came eye level with the guy standing in the door way.

Peter was surprised to find someone on his door step. He took note of the bags then forced himself to smile, "Roommate?"

Danny nodded and picked up his large suitcase. It looked heavy but the scrawny guy seemed to carry it with ease, "Which bed's mine?"

Peter picked up another bag, 'How is he lifting these…I mean I have super strength so it's not a problem for me,' he thought as he helped his new roommate move in. "The bed near the wall…sorry I already took the window."

Danny shrugged, "No big deal." Danny turned to Peter and smiled, "Name's Danny Fenton…but I guess you probably already knew that."

"Peter Parker."

((OsCorp Building, New York City, 5 PM Friday))

Vlad stepped into the elevator that would take him down to the ground floor when he heard a shout behind him. Vlad turned to find a young man running towards him, it was Harry Osborn. Vlad stopped the door from closing and the disheveled man entered the elevator.

Vlad took note of that fact Harry seemed very stressed and tense, a pile of newspapers was in his hands and he seemed angry. The boy took a few deep breaths then smiled, "Thanks."

Vlad shook it off, "No problem Mr. Osborn…now what floor do you need?"

"Ground…hey you were one of the men at the meeting," Harry said, recognizing Vlad. His face grew angry, "Don't think this means you'll get any closer to my father's business."

The older man laughed, "I wouldn't dream of it my boy. I don't really want your father's company…I had to make an appearance so people wouldn't forget Master's Industries is just as powerful as any of them."

Harry looked at him skeptically but shrugged, "Whatever."

Vlad looked at the papers in his hand; all of them contained pictures of the vigilante Spiderman. Vlad frowned; his focus had been on Danny so much recently he hadn't given a thought about recent events, "Excuse me…but who is that man?"

At first Harry didn't know what he was talking about but then he looked at the papers in his hands, "Who? Spiderman? You have to be kidding me? You haven't heard of Spiderman?"

"I'm not exactly from around here and have had too many of my own personal matters to attend to without worrying about some vigilante in a costume," Vlad retorted.

Harry's eyes darkened, "He's no vigilante…he's a murderer."

This sparked Vlad's interest, "Really? Do tell."

"He killed my father a few months ago. That's the whole reason I'm in this mess now. Spiderman may act like a hero but he's not."

"You don't say. Really Mr. Osborn I can relate to your dilemma."

"Tch. Yeah right Mr. Masters…next you'll be telling me ghosts exist," Harry said, shifting the papers in his hand, "Don't act like your empathetic…I know how people like you work."

"Believe what you want Mr. Osborn…but unlike you I can deal with my problem…I have the means and you, my friend, are about to be without even a penny," Vlad said. The elevator bell dinged, signaling that they were at the ground floor. Vlad stepped out and looked over his shoulder at Harry, casting him a grin, "If you want to talk I'll leave my card with your secretary."

Harry stepped out of the elevator as Vlad disappeared in the crowd of people bustling about on OsCorp's ground floor, "Vlad Masters…he's as weird as you said he would be dad…but he may be my only hope."

((Kaufman Hall Lobby, HSU, 6 PM))

Tucker sat next to Sam on a couch in Kaufman Hall's lobby. Sam was fiddling with the hem of her black skirt, thinking about her recent predicament. Soon after finishing unpacking Danny had called asking if Sam wanted to join him and Tucker for pizza. Sam had agreed but not without her new roommates hearing her first.

Gwen Stacy, the exact opposite of Sam in every way, was an extremely out-going, friendly girl, who obviously liked to party. Even her physical features were the opposite of Sam's since she had blue eyes and blonde hair that fell to her back. She had heard Sam and had invited herself along for the ride, then pestered Sam if her friends were cute. That's when Valerie had decided to come as well.

Valerie Grey, a girl who had attended Casper High with Sam and the others, didn't want to be left alone on her first night at college. She'd then told Gwen that Tucker was cute but Danny was already taken by Sam. Sam had of course denied any such notion but Gwen protested.

"Well if you aren't a couple…then we'll just have to see tonight by going with you guys."

Sam sighed, now here she was, waiting for Valerie and Gwen to join her and the others. Tucker, however, thought it was funny, "Since your roommates are coming I feel bad about not inviting my roomy. He's really cool; he's from Japan and has all this great technology he brought with him. Although he did say he had more important things to do than go out with people."

"Maybe I should call Danny back and ask if he wants to bring his roommate."

((Room Number 102, Kaufman Hall, HSU, 6 PM))

Danny finished putting his stuff away and turned to Peter, "So, Peter, I was wondering…want to meet my friends with me for dinner," he asked.

Peter looked up from the lap top he was typing at, "Uhh…sure I guess. You sure it's not a problem?"

"No, of course not…unless you're busy."

Peter looked at his laptop. Then he shrugged and stood up, "Fine by me, let's go."

((Nasty Burger, Stanley))

"You know when I said I wanted to go out to eat I didn't mean to the Nasty Burger," Danny muttered as Tucker jumped into the nearest empty booth. Sam was placing their orders and had left Danny, Tucker, Peter, and Sam's roommates to get tables.

Tucker smiled, "Well…maybe it'll be better than the Nasty Burger back home," Tucker said with enthusiasm.

"For once…I agree with Danny," Valerie muttered, sliding in next to Tucker.

Peter looked around the facility with a frown, "I'm happy to say I've never eaten here before."

"Seriously? This is one of the greatest fast food places back in Amity Park," Tucker exclaimed.

Gwen, Sam's roommate whom no one knew, laughed, "I feel sorry for Amity Park then. Back in New York City we have fast food places spilling out of the seams."

Peter perked up at that, "You lived in New York City?"

"Yeah. Oh my gosh…don't tell me you're from New York too," Gwen exclaimed.

Peter nodded and Gwen tossed her arms around Peter's shoulders, squealing. Peter blushed. Danny and Tucker laughed at his face and Valerie merely rolled her eyes.

Sam came up at that moment with their burgers (and her salad), "Order up." Sam set the tray down, "Dig in guys."

Tucker didn't have to be told twice and started stuffing his face. Valerie shot him a look of disgust and picked up her burger delicately, not sure whether she wanted to eat it now or not. Gwen flashed a smile at Peter and took her seat again, picking up her own burger and biting into it. Peter smiled back weakly.

"So, you're from New York? That must be pretty cool…have you ever seen Spiderman?" Gwen asked.

Peter nearly coughed up his burger but managed to control himself, "Y-yeah…I took pictures of him for The Daily Bugle."

"Who's Spiderman," Danny asked.

Everyone shot him a look like he was stupid. Danny blinked then furrowed his eyebrows, "I've been busy okay…I don't watch the news!"

"He's this vigilante that showed up in New York just a few months ago. Supposedly he causes accidents and then pretends to fix them so people will think he's a hero," Valerie said in mild disgust.

"That's just what the papers want you to believe," Peter retorted, some what offended.

"Well…you took pictures of him. What's he like," Tucker asked. Truth is Tucker had only heard bad things about Spiderman from rumors on the internet. One even said that he had eight legs and the face of a real spider. Tucker hated spiders.

"He wears a blue and red costume and has the abilities of a spider. He fights crime," Sam answered for Peter.

"How did you know," Danny asked, feeling very lost.

Sam shrugged, "I like to keep up to date on what's going on around the world."

"I actually saw him at the World's Fair. He saved this one kid from being crushed by the stage when The Green Goblin attacked."

"The Green Goblin?"

The group just sighed, "You really need to get out more Danny," Valerie said.

"I get out!" Danny exclaimed. He had been rather busy though. He was lucky enough if he had time to finish his homework after a night of ghost hunting…forget watching the news and keeping track of what was going on elsewhere. 'Wonder if he likes fighting crime as much as I like fighting ghosts,' Danny thought sarcastically.

"Well whoever he is…he's no match for the ghosts back in Amity Park," Valerie said with a huff.

"Ghosts aren't real," Peter said dismissively.

Danny opened his mouth to make a retort when his ghost sense went off, a puff of blue air rising from his mouth, 'Spoke too soon Peter,' he thought.

((Five Star Hotel, New York City, 5 PM Friday))

An hour earlier, after Vlad had returned to his suite in the ritzy hotel he was staying in, did Vlad make plans for Danny. 'It's been awhile since I've tested young Daniel…I do believe he's graduated high school by now…he didn't even invite me to his graduation,' Vlad thought sadly.

Vlad opened his suit case and pulled out his laptop, he opened up a special program and began typing rapidly, "It's time I sent young Daniel his graduation gift…I do hope he's ready for a little visit from some old friends." Vlad hit a few more buttons and the computer beeped, then announced that the message was sent.

He shut his laptop and looked out the window, "Now I can focus on Harry…"

((Outside The Nasty Burger, Stanley))

Outside the Nasty Burger four ghostly figures stood. They had been given orders and they would obey them. First was The Lunch Lady, she looked the same as always in her cafeteria garb but Plasmius had given her a new toy: an extremely large spatula that was glowing green with ecto-energy.

Next to her was Skulker, decked in his full armor and green hair ablaze. He looked smugly at the Nasty Burger, where his prey lay in wait.

Standing by Skulker, hair in flames, was Ember, the pop-rock princess of the Ghost Zone. Her guitar was charged and ready to put the 'beat' in beat-down on Danny Phantom.

The last foe in front of the restaurant straddled a motorcycle and had dirty blonde hair. It was Johnny 13 and with a smug look on his face he revved up his bike and drove it straight for the window.

((Inside The Nasty Burger, Stanley))

Danny's ghost sense went off and, unbeknownst to him, so did Peter's spider sense. Both boys stood up and were about to excuse themselves from the table when a motorcycle revving up caused them to turn to the window across from them.

"Holy…"

"…Crap," Danny and then Peter finished for him as the motorcycle crashed through the window. Of course this caused everyone to start panicking and head for the nearest exit, everyone that is, except Peter, Danny, Sam, Tucker, and Valerie.

Until Gwen, who was acting like any normal person, grabbed the two people nearest her (Valerie and Tucker) and started booking it, "COME ON YOU GUYS! RUN!"

Valerie and Tucker had no time to protest as they were dragged away. Sam looked from Danny to Peter, neither of whom was running. Finally she made up her mind and grabbed Peter, "Let's go!"

As Sam dragged Peter out (Peter protesting the whole way) Danny silently thanked her. He then turned to Johnny 13 who was laughing, "Well, well…so I see you're at college now…you know I never got to go to college, punk…but here's a little graduation present…Shadow…GO!" Johnny's shadow warped and stretched until it became the resemblance of a person.

Danny narrowed his eyes at the punk motorcyclist, "I don't know why you're here…but I came to college to get away from the likes of you…but I guess I have no choice…GOING GHOST!"

Danny held up his arms as two circles of light enveloped Danny and he was changed into his ghost form. His jumpsuit appeared and was mainly black with white gloves, belt, and boots and a white 'D' was embroidered on the front. The light dispersed as Danny's hair was changed from black to white and his glowing green eyes narrowed at the ghost before him.

Shadow hovered next to Johnny, who smirked, "Hey…I almost forgot to mention…I have some friends with me who want to give you a graduation present as well."

The three other ghosts phased through the walls and stood around Johnny. Danny blinked, 'Johnny, Shadow, Ember, The Lunch Lady, AND Skulker…could this day get any worse?'

That's when it did exactly that.

To Be Continued

AN: Did you get all the references to the creators and actors and stuff in the fic? The city, the college, the dorm, Tucker's roommate? I'm good, huh? So Like it? Hate it? Review…let me know and thanks for reading anyways.