Summary: Dying was a haunting experience, but waking up as a dead spider? Now that was truly terrifying.

Agent Spyder

Chapter 2: Spyder vs. Lizard

The seven foot lizard pounced towards him. It's razor sharp teeth seeking to bite into his neck and its sharp claws were aimed at his chest. He barely registered this information as the lizard was closing in fast.

Ben threw himself into a side roll and began backpedaling to try to gain some distance in order to think. The lizard wasn't having any of that so it began rushing towards him again. Shit, shit, shit, shit!

Thanks to his spider-sense he managed to stop himself, shy of backpedaling off the roof and to his death. Ben gave a brief glance towards the ground and an idea came to mind. He let a small smirk grace his lips as he turned his attention back to the lizard.

Once at the appropriate distance the lizard leaped for Ben's throat. Expecting this, he dropped into a crouch and, relying on pure luck, he stood up to his full height with his elbow digging into the lizard's exposed stomach and forced his arm backwards effectively guiding the reptile over the edge and down to the street below. He let out a shaky breath, that was too close….!

Spider-sense!

Even with his sixth sense, Ben didn't react fast enough. The lizard managed to wrap its tail around one of his legs. Time slowed to a crawl as he slowly and mechanical turned his head towards the tail that wrapped around his leg and did what any sensible man would do.

"Crapbaskests."

Then the tail yanked. Then he was in free fall with the lizard. He bit his lower lip to stop himself from screaming out in fear. He had to stay focused, otherwise he'd end up a red paste on the street. The lizard snarled at him and pulled him closer, aiming for his jugular. So basic. Ben grabbed both parts of its mouth to stop it from chomping on him and kicked its chest, hard enough to cause the grip of the tail to loosen.

Using the reptile as a platform, Ben planted both of his feet in its chest and pushed. Sending the lizard towards the ground faster and giving him more air time. Hope organic webbing is one of my powers, Ben mentally pleaded as he raised his arms above his head and pressed both his middle fingers and ring fingers into his palms.

He was both surprised and relieved when the white substances launched out of his wrists and onto some part of the building. The webs caught him in time for him to look down and see the lizard land on a parked car. The sound was loud enough it caused him to flinch in both pity and surprise. Well better him than me. He then looked up towards the weblines that were keeping him from ending up like the lizard.

"Now, how do I get down?" He asked himself with a terrified chuckle. He thought for a moment before an idea came to mind. Was it a good one? Hell no, but it was better than nothing. Hoping that his plan would work, Ben let go of the webs and started to plummet again. Last time, he was scared and desperate. This time he was less scared and a little more desperate.

Scanning the street, his eyes roaming it up and down until he found what he was looking for and aimed his arms towards it. The iconic sound of the fired webs resonated in his ears, and as the webs launched onto their mark he pulled himself forward. It had the desired effect as his action had slingshot him onto the lamppost. "Heh. I can see why Spider-Man does this."

Though the sudden stop did make him want to hurl, he stopped himself when he heard the groaning of metal and a very pissed off snarl. Ben's head snapped towards the sound so fast, he was surprised he didn't get whiplash.

There, standing in front of the destroyed Honda, stood the seven foot tall lizard. Parts of it was bloodied, but other than that it looked fine. As if it didn't go bungee jumping without the cord. It threw back its head and howled into the night, like a goddamn werewolf and it would've kept howling until a white substance closed its mouth (snout?).

The lizard then looked at it confused, before clawing it off. It then in an act of rage glared directly at him. Ben himself just stayed perched on the lamppost, his right hand pointing outwards as if he shot the web. Which he did, but that's besides the point.

Ben looked at his hand, then at the lizard, then at his hand again, before looking back at the lizard, "Did I do that?" He mocked making his voice a pitch higher. The lizard growled and rushed him in a fit of rage. In retaliation, Ben shot two weblines towards the lizard that went sailing past it and onto the street.

Smirking, Ben launched himself towards the lizard feet first and effectively laid the lizard out. Ben was sent into a roll in order to absorb the rest of the momentum. When his roll ended he was on one knee and in front of a clothing store. The flash and sound of a camera caused him to blink as he instinctively turned towards it.

He saw a beautiful woman holding a smartphone, her mouth agape in shock and awe. Long black hair that fell to the middle of her back, striking gray eyes that shined with amazement, slightly tan skin that made both her eyes and hair pop. The woman was wearing ripped jeans, black designer boots, and a gray sweater with a black beanie to tie the outfit all together.

Let it be known that Ben never had any luck with women in his past life, so he did the only thing any regular man in his position would do.

"So, I'm guessing the ninja turtles aren't doing their job and protecting the sewers."

He joked.

The gorgeous woman's look of amazement turned into a perfect deadpan, "...Really?"

"Yeah.." He trailed off, feeling heat rushing to his face, "I'm still working on the banter. Sorta new to this. Fighting overgrown lizards, I mean."

"You literally could've said anything else, but you chose Ninja Turtles…"

Now he just wanted to curl up in a ball and die, "Yeah, you win, no need to rub it." God, this was embarrassing. It was a good thing he had his impromptu mask on, otherwise she'd see him…

"Are you pouting?" She put her phone in her pocket and asked with a hint of mirth in her voice. The hell?! How could she see..!

That's when he felt the cold air on his face. Guess some point during the fight I lost my mask. Well more like a torn, impromptu scarf. Ben stood to his full height and looked at her with a small frown on his lips, "Okay, one. I wasn't pouting, I was scowling. There's a difference…"

"Uh huh."

"...and two. Is this a common trend here?"He scratched the back of his head with a nervous chuckle. Because he really hoped there weren't anymore lizards running around hunting for midnight snacks. The woman looked at him with a quirked eyebrow.

"What? You mean giant lizards? Or spider-people fighting said giant lizards?" She rhetorically asked with a roll of her eyes, "Because right now, at least as far as I know, New York is two for two on both accounts."

Ben just threw her a look of disbelief, "...Seriously?"

She nodded in reply.

"Damn...New York sewers really suck." He spoke in a daze, "Wait a minute...you said spider-people, who's the other spider-person? And please don't say, 'I'm looking at him.' cause I really need to know."

The woman, whose name he needed to find out, spoke in faux-hurt, "Why I'd never!", she held a hand above her heart as if she had just got shot, "But in all seriousness dude, do you live under a rock or something? Haven't you heard of Spider-Woman?" At his blank look she decided to be more specific, "You know the chick in a white hoodie on all of the billboards? The same one that apparently killed that Parker kid?"

With that, Ben finally realized where he was. He ran a hand through his hair as he let the information sink in, Holy Shit. Earth-65, home of both Spider-Gwen and an evil Daredevil. This universe wasn't as chaotic as the main 616, but he'd be damned if it wasn't angsty as fuck and more bleak. Ben was originally going to stick to the shadows, but he couldn't do that to Gwen.

But he couldn't see her either…

"Hey? Are you okay?" The woman tapped his shoulder and he jumped in surprise. He turned his head towards her in surprise before nodding, "Good, because I'd hate for you to have a panic attack before I could thank you."

Ben gave her a quirked eyebrow that asked the unspoken question.

She then gave him a small smirk, "For giving me such great entertainment!" She laughed, it sounded...nice, "I haven't had a good laugh like that in a while. So I'd like to thank you for that."

Ben smiled at her and was about to….

Spider-sense!

"Get down!" He pushed her down as the lizard tackled him. Sending both of them through the glass window and into the clothing store. Ben shook his head to get rid of his daze. His swimming vision wouldn't help him against the lizard nor would it protect the woman he was just talking to.

Once his vision cleared he looked up to see a mannequin, dressed in what could only be described as a Halloween costume, but what really caught his eye was the face shield.

It was a dark red, almost black in color, with a white web pattern starting at the nostrils and expanding outwards. Without even thinking of the consequences, Ben grabbed it and put it on his face. He didn't understand why, but he felt the need to cover his face, even if it only covered the lower part.

His spider-sense blared at him and before he knew it, he jumped up in the air and did a backflip off the lizards shoulders while also tagging it with his webs. Once his feet touched the floor, Ben pulled on the webs and threw the lizard back outside.

Not even giving it time to recover, Ben sprinted outside and snagged a nearby mannequin with his webs. Once at the window he came to a stop and threw the mannequin at the downed lizard. The white display instantly broke upon contact with the lizards hide, but Ben liked to think it was due to the throw and not the lizard's back.

"Whoa…" The black haired woman whispered in amazement. She was still on her butt, propped up by both of her arms as she looked at the scene in amazement.

Ben just looked at her in disbelief, "The hell?! Why are you still here? You got a death wish or something woman?! Leave!" He pointed down the street and towards anywhere that wasn't here.

The woman gave him a dark look of irritation as she stood up, "Okay, One: That push earlier? While I get why you did it, don't do that again that was rude as hell. Two: My name is Sha Shan, please use it, otherwise I'll have to get nasty. Three: I'm not leaving you with the overgrown gecko." She crossed her arms and give him a look that he would forever dub 'The Look'.

"Alright Sha Shan, why?!" Ben turned his head away from the recovering lizard, "In case you haven't noticed, there's a giant ass lizard trying to eat me for a late night snack! I don't want or need you here risking your life!"

"Oh. I noticed. In fact, you should probably start paying less attention to me and more to the gecko. Didn't anyone ever tell you it's not wise to pay attention to someone else while on a date Spidey!"

"You suck, you know that?" Ben then leaped towards the lizard with his fist cocked back. So far him holding off the lizard was only due to sheer dumb luck. He knew that, but now it needed to be more than luck. He needed to win. He wasn't sure if the lizard was Curt Connors or some other random bastard, but he'd be damned if he had another death on his hands.

Ignoring whatever Sha Shan was going to say, Ben continued his fight with the lizard. He came rushing in with a fist cocked and aimed for its face. Only for the lizard to quickly turn around and smack him with its tail with enough force to knock him off of his feet and into a nearby wall.

"Hrgh!" He grunted in pain from both the hit and the wall. He barely had time to recover before the lizard went for a follow up attack. His spider-sense blared in his head as threw himself to the side, leading the lizard to smack face first into the wall. Ben then grabbed its tail, and using his new spider-strength, he pivoted on his feet and threw the lizard further away from the store and Sha Shan.

"Sha Shan! Get out of here! I can't keep the lizard busy and protect you! As much as I like to think I'm good at this, I'm not!" Ben turned towards her for a split second before his spider-sense started to ring again, but he reacted to late. The lizard tackled him into the ground and snarled in his face.

"Hey, you ever hear of a breath mint?! Christ! It smells like something died in there!" He quipped before the lizard started snapping at him, trying to tear his head off for a midnight snack. Ben held it back, but he was slowly starting to lose the battle. That hit with the tail did more damage than I thought! Christ! Ben was starting to get worried, but as luck would have a black object came hurdling in and decked the lizard in the face. The projectile bounced off its face and landed a few feet away from them.

Both the lizard and Ben, in complete shock, looked at the projectile to discover that it was a boot. Wait a sec...isn't that…?!

"Hey! You overgrown gecko piece of shit! Get off him, before I start throwing other random shit I have!" Sha Shan stood tall and proud, her eyes were set in the fiercest glare he had ever seen, not a hint of fear in her eyes as she reached down for her other boot, no doubt to follow through with her threat.

Ben just laid there, just staring at her, then a stray thought hit him like a train. I think I'm in love… Shaking his head to get rid of the thought, he chalked it up to Parker's preferences in women, but he felt the lizard's weight lift off of him as it gained a new target.

Sha Shan!

The lizard was rushing with its eyes full of rage. It was closing the distance the Ben had tried to create, but that's where the lizard made its mistake. It turned its back towards him, he shot two weblines past the lizard and Sha Shan and once they stuck he launched himself towards the lizard.

The impact was enough to knock the lizard into the ground, and not even wasting another moment Ben brought both of his hands together and pulled them apart until multiple threads of webs connected both of his hands. He then brought them to the lizards neck and pulled.

The effect was instant, the lizard was already trying to escape. Trying to kill both him and Sha Shan. Both of which he couldn't, wouldn't, allow. So without a hint of remorse, he pressed his foot down hard. He wasn't trying to kill the damn thing, he just wanted it comatose so he could web it up and pass out.

Ben pressed and pulled harder, ignoring the flaying limbs underneath him, "Come on you fuckmothering douche! Pass! The! Fuck! Out!" He didn't know how long he was there trying to make it pass out, but eventually it paid off as the flaying limbs started move slower and it's eyes were beginning to roll back.

"...hah...hah.." Ben blew out a deep breath in both excretion and began to back off the now unconscious lizard. Once he stepped off, he webbed it to the street with multiple layers. Better safe than sorry.

Ben had never felt so tired before, his vision was swimming and he found it increasingly hard to stand up straight. But he couldn't pass out yet, if someone found him in the middle of the street and next to a giant lizard, he didn't even want to think about the headache.

He started to walk away, it didn't really matter where, so long as he got away from here, he'd be able to recuperate. "Shit." Not even into his second step, he fell to the ground face first.

That's when he felt the blood.

At some point during the fight, the reptile managed to get a good hit on his midsection. He felt the warm liquid and the painful feeling of his shirt sticking to the wound. So, this was it then. Fought his first villain, beat said villain, and proceeded to die by said villain.

The lizard probably wasn't even a villain, likely some unlucky guy that got taken advantage of and turned into a monster.

"Heh." He chuckled at little at the irony of life. Of course it would happen. Dying slowly and alone, just like he did in his last life. Maybe next time will be different….

"Spider-Man!" A woman's scream echoed all around. He barely had a chance to glance up, before he felt two slender arms pick him up and began long to drag him off. Oh. How could he forget, Sha Shan, the person that he had meet while trying to fight the lizard. She was both beautiful and funny.

"Don't worry, Spider-Man! You'll be alright, I'll just take you to my car and get you to the hospital! They'll fix you up so you can go back to kicking ass and taking names!Just….gotta….get...you…..to my…..car! God! How can you be so skinny, but be this heavy?!" She grunted as she started to walk him to her car. As lucid and tired as he was, the word 'hospital' didn't appeal to him in the slightest.

"No...no...hospital, just...just need to rest." He replied, he couldn't go to the hospital, they'll try to ID him and just by looks alone, they'd draw a connection between him and Peter Parker, even if they were one in the same. "Please.." He begged as he continued to limp next to her.

Sha Shan looked conflicted as she weighed her options, realistically taking him to the hospital would be the smartest and most logical decision, but this wasn't some ordinary guy. This was a superhero, someone who more than likely wanted to keep his identity a secret to the general public.

Even if she had already seen his face, she still owed him for saving her life. Just cause he was a hero didn't mean that she would take that kindness for granted. The black haired woman glanced at the injured hero, and bit her lower lip in worry. While taking him to a hospital was out of the window, there was another option.

She just hoped she wasn't asleep right now.

"Fine, Spider-Man." She spoke as she opened the passenger side door and got him situated in the car, seat belt and all, "You're lucky I know someone who can help. Just don't die on me okay? It'll be hard to explain why I have a deadman in my car." She half joked and half advised, before closing the door and making her way to the driver side.

Once she was in the car and they were moving, Ben spoke to her. "Hey, Sha Shan?"

She was focused on the road, but the worry in her tone was evident, "Yeah?"

"Don't call me Spider-Man. That name belongs to someone far better than me. And even if it isn't my own, call me Ben Reilly." He turned his head towards her and smiled, "Nice to meet you."

Then everything went dark.

On top of a rooftop…

"Did you get all that?" A tall and lean figure, dressed in a skin-tight red and blue sweater with a black mask, stood on the ledge of a nearby building. A few feet away from where all the action had unfolded. "The kid was pretty impressive, full of openings and mistakes, but there's definitely potential there."

"Fascinating…" The feminine voice responded in awe. Due to his mask's lenses, she was getting a live camera feed of everything he had seen and will see. "I had originally planned to just have Spider-Woman as my little experiment, something to keep me entertained, but this?"

He knew that voice, that voice of someone who had just gained a new toy, a new toy that they wanted to break. 'Better him than me.'

"Just look at how he moves! That passion, that drive to not lose! And are those…?" From the way she was talking, he could only guess that she was rewatching the video multiple times, dissecting each and every frame for all of its useful information. "They are! Natural webbing! Unlike Spider-Woman's and just as, if not stronger than hers too!"

Sensing her growing interest he spoke up, "Would you like me to pursue?"

"No Agent 77. I'll deal with this Spider-Man personally. A fine specimen deserves to be seen face to face, wouldn't you agree?" She laughed and it would've sounded beautiful, if he didn't know her true nature and what that laugh really meant.

Agent 77 looked down at the street, his eyes instantly locking on to the mass of green and white on the street floor, "What about the lizard?"

"It served its purpose, far better than I could have ever hoped for. Leave it for the authorities, and return for the debriefing." He prepared to leave before he heard her hum in thought, "And get rid of that blood, don't want anyone knowing who this guy is, well except for us, but you already knew that."

"Of course, Ms. Moon."

Unknown Location…

"It's said that even the tiniest and most insignificant of butterflies can create the deadliest and strongest of tornadoes, that when thrown hard enough, even a pebble can create tsunamis." The black haired woman looked at multiple computer screens in both fascination and disbelief, "But you? You're the feather that'll cause an avalanche, the fish that fought against the shark, and won."

The black haired woman was of a mixed ethnicity of both Korean and American, her face was both calculating and excited. She wore an expensive black top that had a zipper that went from her hip to the middle of her neck, over that she had a white lab coat with its sleeves rolled up to her elbows, and she wore a pair of black leggings that highlighted her figure in all of the right places and a pair of black heels.

She looked at the main screen with a look that would've had any grown man pissing themselves, "I can't wait till I get my hands on you. A being that is both an affront to science and to nature, a being I didn't make. Gwen was just a test run, a passing whim that I decide to keep, but you? I don't care who I have to kill, how many I have to kill.."

The main screen showed two pictures side by side, on the left there was a picture a caucasian, scrawny, and nerdy looking kid that looked no older than seventeen. And to the right was Ben standing on top of the lizard, trying to choke it out.

The woman, Cindy Moon, looked at the blinking sentence that sat in front of both of the pictures, a wide grin on her face.

"I will have you, Peter Parker."

An: Annnd done….holy shit. I'm not gonna lie. That fight scene kicked my ass, still new to writing, and I'm pretty sure it shows, but I am having fun with this. Just trying to tweak somethings as I move forward, trying to have it jussst right, ya'know? But anyway some explaining is in order.

1-Ben fighting the lizard: The main problem I had with this, was trying to make it believable, as far as I know(and feel free to educate me, just don't be a dick about it); When Peter Parker was starting out and fought the lizard, it was one of his toughest fights, just behind the green goblin. The main reason Ben didn't was both because he has read(the comics) and seen(movies and cartoons) Spider-Man fight the lizard and because he had both mental and physical training in his last life(which will be continued to be hinted at until I can find a way to implement it).

2-Sha Shan: Some of you might know her, most might not, but originally she was the love interest of Flash Thompson. This was actually just a whim of mine that I want to test out, Sha Shan is an incredibly minor character that I want to build upon in this story, either as a potential love interest or ally for Ben. Though she isn't the only non-powered woman he's going to interact with.

3-Ben as a person: I'm going to try(keyword, try) to make Ben seem as real as I possibly can, while also developing him into something between a cross of Kaine Parker, Peter Parker, and who he once was. Ben most likely will have the brutalness of Kaine, and (while he may suck at it) the complexity of personality that is Peter Parker.

4-Cindy Moon: Oh come on, let's be real. You saw the title, and read the first chapter. You knew where I was going with this. I'm just going to throw it out there, I love Cindy Moon, as both a hero and villain. So it's only natural that my love for Cindy Moon was going to bleed into this. As you have already read, Cindy wants Ben(not in that way), in the same way you want the most important thing in your dreams. Cindy's a scientist(obviously) so of course she'd be itching to get a hold of someone that has spider powers(ones that she herself didn't gift), and someone who not only died, but also returned to the land of the living. Though later on in the story, that want is going to turn into some twisted shit. Just throwing that out there.

5-My ideas for Agent Spyder/general thoughts: Hopefully, I can keep this up long enough till It reaches Spidergeddon. That's the end goal of this book, for Ben to eventually be apart of that event. I already missed Spiderverse, unless I pull a literal miracle out my ass to make it work. Also I'm not sure if any other Spider-Man SI's will read this, but I had a random thought while I was at work: Having most, preferably all, Spider-Man SIs and OCs having there own Spiderverse event. Would be cool in my nerdy opinion.

But anyway see ya next time boys!

Agent Spyder

Chapter 3: What's up danger?