Superior Spider, Addition to the Web

by Juubi no Shinju

With Great Powers, Comes Great Responsibility. Naruto Benjamin Parker will try to hold on to the people and things precious to him as his life takes a turn for the worse and dangerous when he gains superhuman powers. A new spider has joined the Universal Spider Clan, one who holds the potential to be greater than any other. He was the SUPERIOR Spider-man!

2. Along came an itsy bitsy spider

Disclaimer: ... (Juubi looked at the camera) "Huh?"

---

Chapter 2: Along came an itsy bitsy spider

---

Naruto groaned as his senses came back to him. He raised a hand to his head, which felt like it was pounding like a drum. 'Damn, what the hell happened?' He thought, waiting for the pounding in his head to clear. Last thing he remembered was a spider biting him on the hand, an incredible pain, and then darkness.

Grunting, he sat up, holding his head. Damn spider. It better had not been poisonous. That would suck. He then remembered hearing Mary Jane's voice before he blacked out. 'Crap. She must be scared to death. Not to mention Aunt May and Uncle Ben if they were told. Better find them and let them know that I'm okay.' It was weird, other than the headache, he didn't feel any pain. Maybe an antidote?

Massaging his head, he blinked when he felt a strange wetness on his butt and back. And moving his hand, he heard a distinctive swish of water. Looking up, his blurry eyes soon cleared, before widening.

Last he recalled, he was in the Oscorp Science Center, so where the hell was he?! Looking around, he saw that he was in what looked like a large dark sewer. 'Oh my god! Did they think I was dead and dumped my body down the sewer to cover their tracks like in the movies?!' He thought in horror, before shaking his head. No way would they do that...he hoped.

Looking down at the water he was sitting in, he was disgusted when he realized that he was sitting in sewer water. Quickly getting up, he brushed the back of his pants to try and dry them a bit. Only to blink in surprise when he felt the back of his pants and shirt completely dry! Not a wet spot to be found.

Blinking in confusion, Naruto looked. "Is this...a dream?" He muttered, rubbing the back of his head.

The sewer was big and wide, as big as his room. There were large pipes lining the walls, and looking at them, he saw that they had a strange glow to them. There were two sets, pipes that glowed yellow, and another, larger pipe that glow a deep red. They ran the walls, heading into the dark shadows in front of him.

"Where am I?" He asked, hoping to find a way out as he looked around. Looking up, all he saw was a seemingly endless darkness, not ceiling to be spotted. He closed his eyes. If this was a dream, than he should be able to wake up. Scrunching his eyes, he then opened them.

Still in the sewer.

Sighing, he tried to figure out what to do now.

Grrrrr...

The blonde Parker jumped at the inhuman growl that echoed all around him. Looking around nervously, he tried to figure out where it came from. No such luck. Gulping, he cautiously began walking forward. It was best not to stay in one spot with whatever was making that noise around. As he walked, hoping he wasn't accidently heading into the direction of the beast, he kept an eye out for any signs of exits.

Walking in the darkness, down what looked to be an endless hallway, Naruto only got more and more nervous. Just where was he? This was a dream, right? Right? If so, then why wasn't he waking up? It felt like one, as he felt like he was walking for hours. He was beginning to fear that he would be lost forever, as he wandered the darkness.

Suddenly, squinting his eyes, they widened when he could faintly see a small speck of light. Relief feeling him, he began running fast to the light, hopping it was a way out of here.

Once he reached the light, his relief left him when he saw it wasn't a way out. Disappointment feeling him, he walked cautiously into a large chamber, as least that's what it looked like. It was as big as the inside of the Science Center, very spacious. It was a bit brighter, the room shined in a dull pale yellow light. He looked around in confusion. There were walls made of smooth stone, yet as he looked at them, he saw that the room was covered a bit in spider webbing on the walls and corners. A lot of small spiders crawling around, making his shiver as he unconsciously rubbed his hand.

Great, just what he needed. More spiders.

He halted in his step when a large spider, as big as his hand, crawled in his path. It didn't even look at him as it moved on, making him raise a brow. He looked at all the spider, wondering where he was for there to be so many. Maybe an abandoned sewer plant? Or if this was a dream, it was a weird one.

Shaking his head, he kept looking around. Suddenly, something caught his eye. Looking straight ahead, he blinked in surprise when he saw a humongous cage, bigger than even the Science center!

"Holly shit! I think I just found Godzilla's cage!" Naruto said. He jumped when he heard the low and dead growl. The same growl he heard before!

Crap

Keeping a wary eye in the large cage, the inside filled black with shadows, Naruto slowly began to walk backwards. There was no way he was messing with whatever was inside that cage. 'I am not going to be lunch for the steroid sewer gator!' He thought. Just as he was about to reach the chamber entrance, just as he was about to be in the safe zone, he suddenly screamed!

"AAAAAHHHH"

Screaming in pain, Naruto fell to his knees, grabbing his head as he felt a massive migraine appear. It felt like he was having a sonic emitter activate inside his skull, while at the same time his head felt like it was being assaulted by sledgehammers! "GAH!" He tried to fight through the pain, but it was too much!

ROOOOOOAAAAAARRRR!

Eyes widening, Naruto struggled through the pain enough to raise his head. It was then that he saw something that would no doubt hunt his dreams.

An eye.

A massive eye, as big as a full grown man. Red as blood with a vertical slit pupil, piercing through the darkness of the cage, glaring at him with so much hate and anger, it nearly drowned him.

"BOY! I WILL RIP YOU TO SHREDS AND ESCAPE THIS PRISON!"

Naruto gasped, his breath caught in his throat, when a heavy and dreadful felling smashed down on him. He fell to his hands as he felt like he was being crushed hard by gravity. His stomach acids struggled to crawl up his throat at the force. Even still, Naruto never looked away from the large eye.

What was this thing? What was this monster? Just where the hell was he?!

The beast gave an earthshaking roar, making the blonde teen cover his ears. "YOU CANNOT KEEP ME HERE FOREVER, YONDAIME! I WILL BREAK FREE AND DESTROY THIS PATHETIC HUMAN! MARK MY WORDS!"

Suddenly, Naruto's vision turned dark.

---

New York Hospital

Snapping his eyes opened, Naruto gasped hard for air. His heart raced and forehead sweated as his mind stilled on the frozen image he last 'saw'. That large eyes glaring at him, and the heavy feeling of death washing over him. Gasping for breath, he slowly began to calm down.

As his senses awoke, he know realized his location. The white walls and medical equipment let him know he was in a hospital room. 'Please let this be real.' Naruto thought hopefully, not wanting to face something like that monster again. With a grunt, he sat up. His muscles hurt and were stiff. He smacked his dry lips. God he was thirsty.

Just then, the door opened making him turn to it, and saw a young nurse walk in to do her checkup. Looking up, she stopped in her tracks when her eyes connected with him. The two stood silently, looking at one another. Blinking, Naruto cautiously raised a hand at her.

"Um...hi."

Gasping, the nurse dropped her clipboard and ran out the room, making Naruto sweatdrop. 'Was it something I said?

Minutes later, the nurse returned with a few doctors. Naruto tried to ask something, but was ignored as the doctors checked his vitals. They kept pocking him and flashing lights in his eyes. All in all, it was really annoying.

Luckily, the soon finished, and silently left the room. Raising a brow after then, he sat alone in confusion. 'What the hell was that all about?'

The door then opened again, making him dread another thorough check up, but smiled when he saw it was his Aunt May, Uncle Ben, and Mary Jane, the females having tears in their eyes as they looked at him.

"Hey guy." Naruto said, smiling at them. He then oofed when his aunt and best friend tackled him in a tight hug, making him groan. Though he softened when he heard them sobbing. He wrapped the two in an embrace. He smiled at his uncle, who smiled happily at him, glad that he was okay as he ruffled his blonde locks.

Once May and Mary Jane got a hold of themselves, they sat in chairs beside his bed, aunt May sitting on the bed beside him, holding him like a mother as she ran fingers through his hair.

"So, what happened?" Naruto asked. Mary Jane frowned, her eyes glittering in tears.

"Well, after you got bitten by that spider, you passed out. Your body was twitching and spazzing like you were having a seizure. The teacher and workers called the hospital and you were rushed over her. You were unconscious for three weeks! A lot of the time you spazzed out! I thought that-" she stopped, biting her lip. The image of a spazzing Naruto on the floor, eyes rolled up would haunt her dreams for many nights.

Naruto's eyes widened. Three weeks! Looking at the side, he blinked when he saw a large assortment of gifts gathered at the front of the room. Aunt May saw where he was looking at and explained.

"Your friends from school always appear to wish you well." She said, making Naruto nod. He saw Get Well cards, balloons, even a giant teddy bear, much to his embarrassment, from Liz as said in the card on it. To his surprise, he saw a gift basket, and from the card, it was for Flash.

'Awh! So the big idiot does care.' He thought humorously at the thought of his ex-friend and bully.

"You have everyone worried sick, Naruto." Ben said. When he and Mary got the call from the hospital about their nephew, they literally dropped what they were doing and rushed over. When they say Naruto in the hospital bed, twitching like crazy with doctors all around him struggling to hold him down, they feared the worse. It was bad enough they lost Richard and May, they didn't know if they could last losing the boy they loved like their own son.

Naruto frowned and rubbed the back of his head. He didn't mean to worry his aunt and uncle, especially his aunt may. Sure he didn't have much of a choice in getting bitten by a spider, but he hated worrying the people who practically raised him since he was 4. "Sorry." He muttered.

May smiled at her nephew, glad he was okay. Tightening her hold in him, she placed a kiss on the top of his head. All that mattered was that he was okay. "When we get home I'll make you some oatmeal." She told him, making him nod.

Once Naruto was given a few more checkups from the doctor to make sure everything was working alright, he was free to leave. Other than a big appetite, Naruto felt good. Better even. He felt completely healthy and fit. Once he got home, Naruto ate three bowls of oatmeal, three pounds of meatloaf, and five bowls of ramen, much to his aunt and uncle's shock.

Even though he was given a clean bill, Aunt May forbid Naruto from going to school or his lab for the next few days. She would have made it a week, but Ben made her change her mind. So being forced to rest by his aunt, Naruto laid in his bed, reading a bit from his dad's journal. However he found it hard to concentrate as his mind kept wandering back to the strange dream of the monster. Just what was that about? With a sigh, he shook his head. He's been reading too many comics. He turned over on his back. Laying an arm over his eyes, he decided to take nap to ease his slight headache.

---

Oscorp

Norman Osborn was a man of business. To him, maintaining his company was top priority. Don't get him wrong, he still loved his wife and son...to an extent, but the company had to come first. After all, he spent his life bringing himself to where he was now, and had to make sure nothing ruined his hard work.

"The techs in the lab are showing better progress in the Cross-Species project with the addition of the new formula." Sitting behind his desk, Norman listened to the report one of his man gave. He nodded in satisfaction.

"Good, make sure they finish testing within a month. Let them know it is crucial that the project be 100% productable. Let them know I want it finished." Norman ordered. The man nodded.

"Of course sir. There is one more thing to report." Norman nodded. "I'm not sure of you read the report, but three weeks ago in the Science Center, one of the students taking a tour had accident with one of the specimen." Norman raised an eye brow, gesturing for the man to continue. "He was bitten by presumably one of the spiders on display. A mister...Parker."

Norman blinked in surprise at that. "Parker...Naruto Parker?" He asked, receiving a nod. He knew Naruto, he was Harry's best friend. He had met Naruto himself the same day Harry did. The kid was on his way home on a rainy day when his bike broke. It just so happened that he and Harry were on their way home in a limo when they spotted him. Harry made the drive stop and decided to help Naruto out by giving him a ride, recognizing him from school. Norman could say he liked Naruto. He was very smart, not as smart as his father, Richard Parker who Norman knew very well, but the boy had much potential.

"Yes sir. The spider bit him and made Mister Parker have a seizure. Calls for medical assistance were made and he was transported to the hospital. I've taken the liberty of assigning men to watch his recovery progress. He was signed out with a healthy bill this morning."

Norman frowned. This event could be bad publicity for his company. He would need to fix this before it got bad. "Have all the medical bills covered and some money transferred into the Parker's account. Also, no doubt the news would approach me about this. Have a press conference schedule. We need to keep out image good."

"Understood, sir."

"And keep an eye on Mr. Parker. This may be an accident, maybe not. Any incidents with the Science Center cannot be taken too lightly."

---

Three days later – Midtown High

With the aunt issued home imprisonment over, Naruto returned to school. However, his day back was one that was uncomfortable. As he walked down the hall, he was given a wide space by the other students. The rumor of his accidents had spread like fire to the whole school, everyone giving him weird or concerned looks.

"Hey, you hear what happened to Naruto?"

"Yeah. People said that he was poisoned by a spider and was taken to the hospital. It was pretty bad."

"I heard he almost died."

"You think he's got a disease from the bite?"

"I'm surprised he actually got better and came back to school. He's been in a coma for three weeks."

Naruto sighed at all the talk happening around him. Making it to his locker, he slammed his head against it. As if his school life wasn't bad enough. In middle school he got into a fight with some bullies who were picking on Mary Jane. It made him very angry and he attacked the boys – who were a few years older than him. End result, he got a few bruises, while the three guys were bleeding and had broken arms. He was called a "freak" and a "berserker" as he showed a lot of anger. It was worse as it was his dead parent's anniversary and he was in a bad mood.

His uncle Ben had helped him with his anger by putting him in boxing classes and martial arts to help calm him down. He would never forget the words Uncle Ben spoke to him.

"Naruto, I know that life is hard. I also know that you miss you parents very much. But know that they wouldn't want you to cry their loss forever. You know, that they would want you to keep moving forward. They will never truly be gone, as long as you remember them and cherish your memories of them. You also can't let your anger get to you. You have a great mind and heart. I've seen you. You have a power to love and protect. Like your father, you will one day be able to help a lot of people. Always remember, your heart and mind are your greatest power. And always remember. With great power, comes great responsibility."

Naruto would never forget his uncle's words. From then one, Naruto would always keep control over his sadness and anger, knowing it wouldn't be something his parents would want. It worked, but he was still avoided in school. It only changed when he hit puberty and grew his looks, as well as began studying serious to increase his grade.

Naruto felt a nudge in his side. Looking up, he saw Mary Jane smiling comfortably at him. Behind her was Harry, also smiling at him. "Glad to see you're back on your feet, whiskers." MJ said.

"Glad you're okay, Naruto. You sure had everyone worried." Harry said.

Naruto smiled glad to see his best friends weren't avoiding him. "Yeah well, other than a slight headache, I'll totally fine." He said, grinning at them. However, Mary Jane frowned when she heard about the headache.

"Really? Maybe you should take the day off too. Get some more sleep." She suggested, not wanting the blonde to stress himself out.

Naruto shook his head. "Don't worry, Red. I'm fine!" He said, but it didn't made MJ feel any better as she looked worriedly at him. Rolling his eyes, Naruto wrapped an arm around her in comfort. "Listen, if I begin to feel worse, I'll go home. Okay?" He offered.

While not much better, Mary Jane nodded, knowing Naruto was too stubborn to take a sick day for his health. Chuckling, Harry moved to Naruto's other side, with the blonde wrapping an arm around his shoulder too. The three sharing a laugh, the moved out to head to class.

However, Naruto suddenly felt a strange sensation. It felt like a buzz at the back of his head. Eyes widening, his body seemed to react before his brain did, and pulled Mary Jane and Harry down a bit with him, making then yelp in surprise. Over them, a football sailed over, and hit a teacher in the back of the head.

"AH!" The teacher shouted in surprise. Turning over as Naruto, Harry, and Mary Jane stood up, the latter two looking at Naruto in confusion. The three turned around as well, and saw Flash with his arm held out at them, a surprised look in his face.

"MR. THOMPSON!" The teacher shouted at the quarterback as he marched toward the blonde. While Flash was being scolded, Harry and Mary Jane looked at Naruto.

"Wow Naruto, nice move." Harry said, surprised at Naruto's lucky move. Naruto just blinked, still surprised and confused at what just happened.

Mary Jane nodded. "Talk about luck. It's like you knew Flash was about to hit us. How'd you do that?" She asked the blonde. Naruto looked at her, eyes slightly wide.

"I...I don't know..." He muttered.

---

Deciding to put the strange event behind them, the three went to class. Sitting in the class for nearly an hour, listening to the teacher drawn on, was a struggle not to fall asleep or get distracted easily.

However, for Naruto, it was much harder for him.

Leaning his head on his hand, Naruto groaned quietly as he massaged his aching head. It felt like an earthquake was rumbling in his skull. And was it just him, or was the teacher talking very load, even though he was in the back of the classroom? From where he was sitting, it was like the teacher was talking right next to him. Not only him...

Eye twitching, Naruto looked at the clock on the wall.

Tick-Tock!...Tick-Tock!

It was listening to a mega speaker!

Bzzzzz!

Eyes moving, he saw a fly flying at the corner, yet it was like it was buzzing right near his ear! What was happening? Blinking, he stared at the fly, which suddenly began moving in slow motion. His sight was also very strange, as from his place, his vision was similar to that of a magnifying glass, as to his sight, the fly enlarged in size! His eyes tracked the slow pattern of its flapping wings, the twitch of its legs, and the slow, echoing buzz.

Grunting, he grabbed his head it he was assaulted with another round of pain. His ears began having an agonizing ringing, very loud and painful in his ear drums.

Everything was so loud! The ticking of the cloud, the teacher's voice, the tapping of a student's pencil against her desk, and the screeching of the chalk against the board!

Gritting his teeth, Naruto tried to drown all the noise off. It was easier said than done.

"…ruto...Naruto…Naruto!"

Eyes widening, the blonde shot his head up. All the noise just disappeared, just like that. Blinking, he looked up and saw the whole class looking at him. He saw Mary Jane looking at him in concern, Flash struggling to hold back his laughter, and the teacher looking at him in disappointment, with a bit of concern.

"Mr. Parker, while you may be one of the smartest students in school, it does not give you the right to daydream in class." The teacher scolded. Naruto chuckled sheepishly and rubbed the back of his head.

"Sorry, Mrs. Parkson. Um...may I be excused to the restroom for a bit? I need to clear my head a bit." He asked. The teacher nodded, knowing about the accident on the field trip.

"Okay. But if you're not feeling good, go to the nurse's office." She told him. Nodding, Naruto stood up, gave Mary Jane a soft smile, and left.

Walking the empty halls, Naruto massaged his temple. He then let out a gasp as a jolt of fiery pain coursed through his body. Gritting his teeth, he caught himself from falling by leaning against the lockers. Hissing, he held up his right hand. On the back of the hand, was the wart where the spider bit him. Moaning, he cradled his hand, feeling pins & needles in his arm. Gasping, he tried to keep his balance as his vision blurred. Keeping a hand on the lockers, he tried to take steps.

Today was just not his day.

He blinked, when he suddenly heard a noise. It sounded like growling. Eyes widening, he snapped around, the memory of his dream coming back to him. Looking around in caution, he narrowed his eyes when he didn't see anything. He gasped when another jolt of pain stuck him. Again, he heard a dark growl.

Pathetic virus.

"What?" He muttered, thinking he heard a voice. Eyes widening when another strike pulsed, he fell to his knees. He groaned as he wrapped an arm around his stomach, feeling a deep burning coming from it. "W-What's...happening?!" He gasped out. Unknown to him, his blue eyes flashed crimson red for a split second. As well as his whisker-marks growing bolder for a few seconds before returning to normal. His fingernails grew and sharpened into claws like a beast, looking to tear through skin and metal easily, then shrinking.

Hmmm. Interesting. This may prove to be...amusing. Let's see if you can live through this, boy. If so, this should prove entertaining.

"Wh-Who...are you?!" He demanded, but didn't get an answer. Feeling another jolt, the blonde Parker tried to get up to his feet. Gritting his teeth, he put his hand on the lockers and tried to push himself up. It proved difficult and exhausting, but he made it to his feet.

His vision blurry from the pain, his eyes watery, but Naruto could faintly make out the exit. With one arm holding the lockers and the other wrapped around his burning abdomen, Naruto walked on wobbly feet toward the exit. A part of him told him to get to the nurse's office to get help, but another part wanted to get out of there! The walls felt too close, making him too boxed in. He could barely breathe! He needed air!

Making it to the doors, he pushed out, grunting when the sun hit him. He staggered across the courtyard, his head, his hand, his stomach; his everything was burning! He could barely see where he was going, his vision watered.

HONK! HONK!

His head turning to the side, his eyes widened when he saw a car about to hit him! He barely registered a familiar tingling in his head from the shock, before again, his body acted subconsciously.

To Naruto, everything that happed next was like a blur. One seconds, he stared at the approaching cars, eyes wide like a dear. The next he took a step back and...

"What the hell?!" Naruto yelled in shock, looking after the car from where he was at. And where was he? Sticking against the wall of a building across the street "Wha da! How did I?! How di-WHAT THE HELL IS GOING ON?!" Naruto shouted in fear, his mind and heart racing. To find yourself sticking to a wall like glue on his hands and feet wasn't normal!

Was he a mutant?! Was that how he was able to do this?! No, no! That can't be. Could it?

Hissing, he looked at his right hand, as the bite burned. Glaring at the wart, his eyes then softened and widened. He recalled the event. How that spider bit him. Not just that.

"Cross-Species Genetics." Naruto muttered, making Mary Jane look at him.

"What?" She asked him. Making sure no one was hearing them, Naruto looked at her, his voice low.

"Doctor Connors studies Cross-Species genetics. To, um, be able to transfer animal or any other species' DNA into another lifeform. Intentionally creating a new species. It's kind of like a hybrid, or that old chimera story. A being with the DNA of other species."

"That spider...it must have been part of the Cross-Species Project!" Naruto said in realization. He needed to get to his lab and fast! Now if he just knew how to get down. At the subconscious command, Naruto yelped as he became unstuck. Yelling as he fell to the ground, he moved quick and grabbed onto a fire escape. Sighing in relief, he climbed up and took the stairs down. Making it to the ground, he made his way him quickly.

---

Making it to his house, he said a quick "Homeearlywasn'tfeelinggood. I'llbeinthelab!" to his blinking aunt and uncle, Naruto sat in his lab in front of his microscope. He had taken a sample of his blood and was looking at it. What he saw shocked him.

His DNA was changed. It was as if the bite from the spider added something to it. His molecules were different with new cells. Even with his experience in science and biology, he didn't think something like this was possible. Sure he knew Oscorp, Doctor Connors, and his father worked on this, but it sounded like it was something that would take years to accomplish.

'So then, how am I different?' He thought to himself.

Taking the sample out from under the scope, Naruto put his hand under the lens. Looking, he gasped when he saw small hairs growing from his fingertips. Spider hair. Similar to the hairs on a spider's legs that helped them climb walls, he had them too! Narrowing his eyes, he walked to the wall. Looking down at his hands, he gently pressed his fingers on it. Giving a gentle tug, he felt a slight suction. Pressing his other hand, pulled himself up. He gasped when he began crawling up the wall like a spider! He was actually defying gravity hand his weight and climbing up the vertical surface with just his hands and feet!

Making all the way to the ceiling, he was amazed at what he was able to do. Only one thought went through his head.

'I've got to tell MJ!'

---

Mary Jane Watson was Naruto Parker's best friend in the whole world. Since first grade, they have been inseparable. They would always be there for one another, even signing up for the same clubs and activities together. They had long ago made a promise to never keep a secret from the other, no matter how embarrassing. Hell, they even gave the other their first kiss.

Sitting in a bench at the park, a young 12 year old Naruto and Mary Jane sat uncomfortably. Looking at the other, they closed their eyes tightly, and puckered their lips. Leaning in, they pecked the other's lips. Eyes widening, they quickly separated and gagged.

The two would always worry about one another, such as this case as MJ was walking to Naruto's house with a frown. She was really worried when Naruto suddenly grabbed his head in pain in class. And he didn't come back after being allowed to go to the rest room. She feared something happened to him when she and Harry went to the restroom to see if he was still there. Harry went in, and came back out, saying he wasn't there. They checked the nurse's office, only to be told that Naruto didn't show up.

With Naruto's bag in her hand to return to him, she hoped he had instead went home. Along with his aunt May and uncle Ben, MJ has always been there for the blonde. She had hoped that when he left the hospital, he would be back to his annoying, silly, fun loving, and cute self.

Suddenly, her cell phone rang. Taking it out. Her eyes widened when she saw it was Naruto. She quickly answers. "Naruto?! Are you okay?! You didn't come back-"

She was cut off. "MJ! Get to my lab as fast as you can! Hurry!" Was all she heard before she was hung up. Now she was really worried, so she began running toward the Parker house as fast as she could.

Getting there, she knocked loudly on the door. "Hello! Anyone there?!" She called out. After a few seconds of no answer, she tried the nob. It was unlocked. Gulping nervously, she opened the door and walked in. "Hello?! Naruto? Aunt May? Uncle Ben?" She called. The living room was empty, and it was dark. Shivering in fear, she cautiously walked it. Luckily she was a three year black belt in karate.

Looking around, she entered the kitchen. There was a plate of food in the table. Stepping forward, she placed a hand over the plate.

It was still warm.

Getting scared, she gulped. She jumped when she heard a loud thud. It came from Naruto's lab downstairs. Reaching out, she grabbed a rolling pin and held it tightly in her hands. She slowly began moving toward the open door to the basement. Looking down, she saw that the lights were on. She swallowed hard. "N-Naruto?"

"MJ! Down here!" She heard him call to her. She didn't hear a panic in his voice, calming her down a bit, but still remained cautious. She slowly began walking down the steps, the creaking of boards not helping her mood. When she made it down, she looked around the lab. She saw all his equipment, but didn't see any sign of her blonde crush. Still holding her makeshift weapon, she walked further in slowly. "Naruto?" She said.

"MJ...up here."

Cautiously looking up, Mary Jane let out a shriek when she spotted Naruto, laying upside down on the ceiling. "AAAAAAHHHHHH!"

Naruto flinched at the loud scream. He should have expected this. Mary Jane dropped the pin, and fell back on the floor. She crawled back as Naruto fell down and landed on his feet. He held his hands up to the scared redhead. "Woah woah woah! MJ calm down!"

"No! Get away!" MJ begged as she crawled all the way back to the wall. Naruto moved toward her and grabbed her by the shoulders, making her struggle. "NO! Don't hurt me!"

"MJ! MJ! Calm down! It's me! Naruto!" Naruto shouted at her, hoping to calm her down. MJ still struggled against his grasp for a minute, before she slowly began to calm down, making him sigh in relief. Once she stopped fighting, she slowly looked at Naruto's blue eyes. Panting, she stared at him as he slowly let go of her shoulders.

"N-Naruto?" She muttered, to which he nodded. She pointed a shaking finger at him then at the ceiling. "Y-You were just...the ceiling...you just-" She tried to respond to what she just saw. Kneeling down, Naruto cupped her face, staring into her green eyes as he helped her calm herself.

"MJ, deep breathes. I need you to calm down so I can explain." Nodding, the redhead took deep breathes, and once she was calm, he explained his discovery, demonstrating as he climbed the walls. By the end, she was sitting on the chair, trying to make sense of all that she heard, while Naruto sat vertically on the wall on his back and feet, hands on his knees.

"Ok." MJ began slowly, trying to understand everything. "So that spider that bit you wasn't an ordinary spider." Naruto shook his head.

"No doubt it was a test subject for the Cross-Species project. It must have escaped from its cage somehow, and 'found' me." He theorized. MJ nodded slowly, looking at him and how he was sticking to the wall.

"Soooo, you became some kind of human spider?" She asked. Naruto scoffed as he gave her a deadpan look.

"Do you see me having hair covering my body?" He asked, gesturing to himself. MJ shivered at the disgusting though of Naruto being some kind of hairy creature. "The best I can get is that the radioactive spider somehow gave me spider-like abilities. It was what Oscorp was going for. Pass on the abilities of animals into humans. So I have spider-like abilities."

Mary Jane raised a brow at him. "Spider powers? Well that would explain the whole wall climbing thing." She said, before a smirk grew on her face. "So...does that mean you'll be able to shoot webbing out of your ass?" She couldn't help herself, and laughed at the glare he sent her.

"Very funny." He muttered, not finding the joke as funny as she thought.

MJ laughed, shaking her head. "Sorry, sorry." Couldn't help myself." She apologized as she finished laughing. Her look then softened. "That reminds me, where are Aunt May and Uncle Ben?"

Naruto stepped down from the wall, getting better at figuring out how to stick and unstick surprisingly quickly. He walked to his computer, typing in somethings. "Said they were going to the store to get groceries." Mary Jane had brought down the food Aunt May left for him, the empty plate on the table.

MJ nodded as she joined him. "So...what now?" She asked. Looking at her, Naruto shrugged.

"Don't know. I mean, what am I supposed to do with these abilities? Study them? Maybe become famous. I have no idea how this happened. I mean, I know how it happened. But Oscorp is still testing the Cross-Species experiments. How am I able to do this?"

MJ shrugged. "Maybe you're just lucky. You do have some amazing luck." She reminded, recalling all the games he won when they went to the fair. Naruto never lost once. He was also great at card games.

Naruto shook his head as he moved to another table, this one cluttered in papers and files. "You know I don't believe in luck. No, it's something else." He picked up a folder and a journal. Walking back, he handed MJ the folder. "Check this out. It's the information my dad had when he was working on the C.S project. He was almost able to finish the project, but died before he could test the final product."

MJ flipped through the file, reading the information on it. While she couldn't understand some of it, she got the jest. "Well maybe Oscorp finished it. I mean they do have some of the best scientist apart from Reed Richards, Bruce Banner, and Philip Urich working for them." She suggested, but Naruto shook his head negatively as he opened the journal.

"I very much doubt it. In my father's journal, he spook of how the formula held a special compound. One only he knew. He never told anyone what it was, not even Curt Connors. And nothing else could be used as a replacement. Even if Oscorp found something that the formula could use, it would turn out incomplete, an error. Without the secret ingredient, the current formula shouldn't work. In fact, I should be dead!" He said, making Mary Jane gasp. Naruto sigh as he ran a hand through his hair. "It...just doesn't make sense. If Oscorp didn't have my dad's complete formula, how am I a...well, successful test subject?" He asked rhetorically.

Mary Jane bit her lip, not knowing how to answer it. The two stood in silence for a bit. MJ then spoke. "Well, let's look on the bright side." She said, getting Naruto to look at her. "I mean, you feel fine, right?" Naruto nodded. He did feel fine. Great in fact. The pain was gone, his head was cleared up, and he felt energized! He chalked it up to his body getting used to the Cross-Species formula.

"True, while the whole spider abilities are shocking, at least I'm not some giant spider thing." He said with a smirk, making Mary Jane smile, glad he was okay.

"So, what now? You gonna peep in the girl's changing room from the ceiling?" MJ asked with a teasing grin. She was joking of course. She would kill Naruto if he did that.

Giving the redhead a look, Naruto scoffed at that. Sure a small part of this though on the idea for a second, he decided to ignore it. Sighing, he sat down on his chair, putting the journal on the desk. Or at least he tried to. Curing, he tried to get the journal to unstick from his hand. MJ watched with a raised brow as Naruto pulled as hard as he could to get it off. Once he did, he tried to maintain his posture. "Ahem...anyway. No, I don't know what I'm going to do. In fact, the only thing I can come up with his experiment on my blood, see what makes me so special, and see what I can come up with." He stated.

Mary Jane grabbed another chair, and set down next to him. Naruto raised a brow when he saw something spark in her eyes. "Weeeelll...maybe you can use your new powers and that big brain of yours for a certain...job." She offered. Naruto looked at her in suspicion.

"What sort of 'job'?" He asked. Grinning at him, MJ took his laptop and began typing. Naruto watched her with a raised eyebrow, mentally questioning what she was doing. When she was done, she turned the laptop to him. Seeing what was on the screen, Naruto's eyes widened before she looked at the grinning MJ like she was crazy.

On the screen were images of Ironman, Captain America, the Avengers, and other superheroes.

MJ, wanted him to be a superhero!

"Are you crazy?!" He asked her. There was no way he was going to become a superhero and go on such a life-risking 'job'.

"Oh come on! You have any idea how cool it would be if my best friend was a superhero?! Not to mention the publicity I could give you if I worked for the Daily Bugle?" She begged, but Naruto was not having it.

"Nah ah! No way! Ain't doing it. I'm not risking my life on some insane plan. If there's one thing I know about superhero business, is that their lives are always on the line!" He said, making MJ pout. She was about to keep trying, but soon the two heard the door open and the voices of May and Ben. Standing up, Naruto went to greet them, with MJ behind him, still trying to convince him.

---

A few weeks have passed since Naruto gained his spider powers. In those weeks, he's been testing the attributes and limits of his new powers.

For one thing, he's strength has increased more than what it was already. Even when he was a kid, he was stronger than a normal boy. He could punch a man in the stomach at 10 and bring them to his knees, coughing. Now, he is able to lift up weights at 300 pounds like they were nothing but feathers! Hell, using the old abandoned junkyard, he was able to lift up a freakin car with only a little strain!

His speed and agility was also incredible. IN school, he held the top spot for fastest runner, even being given the option of joining the track team. He was able to steel a few cookies from the kitchen and make it back to his room without Aunt May who was in the kitchen even knowing. In 3 seconds! Using the school track on the weekend, he could run 20 miles in just under 3 minutes. And using a tennis ball launcher, he was able to dodge them all easily. It was as if time just slowed down while he moved normally.

His durability was also enhanced. As shown when he got caught in a fight with a couple of college teens, he got punched in the face, and barely even felt it, much less leave a mark. Hell, one time when he was studying on the roof, he accidently fell off thanks to a stupid squirrel (don't ask), and got up easily. Not a damn think broken.

His balance was inhuman, as he was able to lift and hold up his whole body with just a finger! While standing up top of the old building in the junkyard! And when he wall-crawled/walked, be it a pole, a fence, or anything narrow, he had complete and total balance that would make a yoga instructor turn green with envy. Hell one time, just for kicks, he stood on top of the schools flag pole! Luckily no one saw him.

In a none-related topic, with his new balance and agility, he totally gets high air on his skateboard. You're looking at the next Tony Hawk!

He was also very flexible. Proven when he joined one of Aunt May's yoga classes, and was able to bend his body in impossible ways without years of training. He was a human pretzel! He could bend backwards, and touch his toes without even breaking his spine! Needless to say, the whole class was impress. Added with his improved agility, speed, new reflexes, and experience in boxing and martial arts, and he could be a deadly fighter.

Another thing he figured out was what was the tingling he had felt when he was about to get hit by that car. Doing some studying on human psychology and the brain, he found out it was like a sixth sense, like an "Early Warning" sign in his brain that let him know there was trouble heading his way before it happened. It was like a primal instinct. MJ joked and called it a "Spider Sense".

All in all, these new powers made him even more than the above average human he was before.

Something else he discovered, was that his brain power had also been effected. He was smarter now. WAY smarter than he was before. He was able to take apart the toaster, twick a little, and put it all back in minutes. It now burned toast in seconds and it comes out golden brown!

He was able to dismantle his server, and actually boost up its processing network to lightspeed! He could also read a whole two pages in seconds, and remember every word, finishing the whole book in under 2 minutes!

If he kept studying at this speed, he would be almost as smart and knowledgeable in science and chemistry as his parents.

He also took up inventing. Much more than he had before. While he wasn't going to go with MJ's idea of being a superhero, he decided to use his "spider theme" to his creativity. With the money he saved up from doing chores and odd jobs over the years, he bought Oscorp specialized "Spider Silk cartridges" that held webbing as strong as steel and sticky like glue. He also bought some Stark Enterprise gadgets online. With some free time on his hands, he spent many days in his lab, thinkering around, and after many, many web blasts to the face (as well as MJ when she helped him), he was able to create customized small gauntlets using a high pressure system that when a trigger is pressed, launches a line of strong webbing.

The webbing is made out of shear-thinning liquid, that when in contact with the air, the long-chain polymer knits and forms an extremely tough, flexible fiber with extraordinary adhesive properties. Though the web fluid's adhesive quality diminishes rapidly with exposure to air, and so the webbing dissolved an hour after use.

The webbing was strong enough to lift up his desk, and hold up a large cement block. Even more, Naruto even came up with the ingenious idea of using the webbing as a form of travel like a spider, from point to point. The first test trial...proves painful. As well as the second and third. So he decided to start small and used the rusty chain hanging from the ceiling in the old junk building to practice swinging.

Hey, at least the webs hold weight!

"Check this out!" MJ said as she shoved a sheet of paper into Naruto's face. It was the middle of the school day, and the two were in their 5th period, last class of the day.

Naruto blinked as he took the paper. Raising a brow at her, Naruto looked at the paper. It was a flier.

Wrestle Night!

Match Showdown! Crusher vs Bonesaw!

Addition to an exhibition match. Last five minutes in the ring with Crusher, and win $5000!

Blinking at the news, he looked up at the smiling face of Mary Jane. 'Oh please don't tell me!'

"With your abilities, we can totally win the price money!" She said, leaning closer to him in a mutter as the other students chatted around them.

Naruto groaned as he held his head. 'This girl's goanna kill me!' He though in exhaustion. Yet another one of MJ's insane idea! 'However...I do need more money. I can only get so much from paper delivery, and I need more equipment for my lab...can't believe I'm doing this.' He sighed. "Fine...I'll do it." He resigned to his fate.

MJ pouted. "Oh come on! You can totally wi– Did you say yes?" She asked, eyes wide that he actually agreed. Naruto rarely agrees to her ideas! Was this actually happening?!

Naruto sighed again and nodded. He gasped when Mary Jane launched at him and hugged him tightly. His cheeks burned red, while everyone around them gasped and began muttering to one another. 'Great, I can hear the rumors now.' He thought as he tried to pull MJ off him.

---

According to the flier, the match was in two weeks, which according to MJ, was "enough time to make you your wrestling costume". He was really dreading seeing his costume. He sure hoped it wasn't silly.

In the meantime, he would need to prepare himself for the fight. While he was experienced in combat with his martial arts classes and boxing, it was nothing compared to the experience of wrestling champions. Luckily, he had math on his side. So, he watched and replayed several of Crusher's matches, and the matches of other wrestlers. As he watched, he would calculate and theorized the various weights, speed, and mass used by the wrestlers. He already came up with several solutions against wrestlers.

First, nearly all wrestlers focus mostly on their strength, durability, and stamina. They train mostly on their arms and chest to grapple and punch as well as push down their opponents. They also train to take many hits and stay up.

If he wanted to stand a chance on lasting against Crusher, with his slim and small structure compared to an 7 foot tall building of muscle, he would need to focus on speed, agility, and overpowering his stamina with his own. As the saying goes, the bigger they are, they harder they fall.

Besides, the flier said he just needed to "last 5 minutes against Crusher", he didn't necessarily needed to beat the guy. So he would just have to focus on dodging and slipping from his grasps.

As a scientists, or future scientist, collecting all the data was very important. Every theory, every formula, every variable needed to be calculated in order to work the experiment correctly.

Though he had to work in secret, as he didn't want Aunt May or Uncle Ben to find out, especially his aunt, as she didn't like such violent events and would ground him for a month if she found out. Thank god for his lab and private time.

In the meantime, he continued practicing with his spider powers, and new web-shooter. He had gotten better at web swinging, and with his enhanced agility, he was swinging throughout the building tops like Tarzan. He could also shoot web out in bullets for fast strikes. And thanks to some...um persuasion, he got Flash and Kong to "help him practice for when he wanted to try out for football" Heh, like dodging bulls in a bull fight.

The two weeks have gone by, and the fight was tomorrow night. He got a text from MJ, saying that his new 'suit' was done, and would be coming by later to show him.

Currently, Naruto was sitting on the dinner table with Ben and May, eating while he talk about his day.

"So Flash and Kong decided to be idiots, and plugged all the bathroom toilets on the second floor, before flushing them all at once. Needless to say, the school will be closed for a few days while they fixed the sewer mess in the hall." He recapped, making Ben laugh while May rolled her eyes with a sigh.

"Oh man! Now that's rich!" Ben said, Naruto agreeing with a nod.

"Please, you kids keep doing dangerious things. Why, I'll never know." She muttered. Ben shot her an amused look.

"Now, now. Doing stupid and dangerous things is what makes things fun. Remember when we were stupid and dangerous?" He said, remembering when he was Naruto's age, he, Richard, and their friends would get in all sorts of trouble.

May scoffed as he went back to her food. "No."

Ben looked at the amused Naruto. "Trust me, were." Naruto chuckled.

Finishing up their food and cleaning their plates, Ben turned to leave. It was then that Naruto noticed his uncle had his pants rolled up and was bare foot. "Where's the flood?" He joked. Without looking back, Ben motioned him to follow him.

"Follow me, I'll show you!"

Naruto raised a brow. "You serious?" He asked, looking at his aunt. May smiled at him and gestured him to go. Sighing, Naruto followed his Uncle. They went to the garage in the back of the house, standing in front of the plumbing system. Naruto saw a small pool of water gathering on the floor.

"I think it's a condenser tray." Ben suggested. Naruto looked at the tubes. He shook his head.

"No, too much water for the condenser tray, or the heat exchange tubbing. It's gotta be the filling." Ben nodded his head slowly, impressed at his nephew's knowledge.

"That's the only thing that makes sense then. Can you fix it?" He asked, but Naruto.

"No, not tonight. I'll go by the hardware store tomorrow." The fight wasn't until 8 o'clock at night, so he should have plenty of time to get the stuff he needed and fix the plumbing before he goes and gets his bones broken. Hey, he might seem confident, but he was going to be going head-to-head against professional wrestles! The biggest guy he fought in his life was Flash, and they guy was a flea compared to those gorillas!

More and more he was seriously starting to regret agreeing to MJ's plan.

Ben nodded as he grabbed some of the boxes on the floor before they got wet from the water. "Alright then. Do me a favor and check some of the boxes. See if there's anything worth saving." Naruto nodding, Ben left. Moving to the boxes, Naruto placed them above floor level and looked through them. He chuckled when he saw cassette tapes and old phones of his aunt and uncle back when they were young.

"Wow." He said when he spotted an old photo of Ben when he was a teenager, wearing, to Naruto's point of view, bizarre clothes. "You were really rocking the 70s, Uncle Ben." He said before he continued looking. Suddenly, he froze when he spotted something familiar. Picking it up, he saw that it was his dad's leather briefcase, the same one he saw back when his dad's office was first broken into.

His fingers ran through the front, feeling the leather. His mind flashed back to that night. He recalled the look on his dad's face when he was searching through his desk, and anger and panic in his face when he discovered something was taken. That night was so terrible to him, Naruto forgot about it. "What had you so scared, dad?" He muttered. Just then, he felt his phone vibrate. Taking one last glance at the briefcase, Naruto took his phone out. It was a text from MJ.

I'm here. Let's get to your lab.

Looking once more at the case, he made his decision and took it with him.

---

Naruto's Lab

Mary Jane had many attributes to her. With her desiring to one day become a reporter, she was not afraid to get herself into bad situations, be it fights or something else. She was a determined person, going beyond lengths to get what she wanted. And she was also not above dragging others with her into the cross fire. An example being using Naruto's new superhuman abilities to win money in a fight. She knew it was dangerous, and that Naruto could get hurt. Believe her, she was just as scared and would mentally berate herself for this, but she knew her best friend. Naruto was the kind of person who won't take a charge into action unless someone pushed him.

Naruto had a great future on his hands, MJ know that without a doubt. And with his basic skills, added in with his new spider powers, he now had the potential to one day be a great superhero. And it was her job as his best friend to help him realize it!

So, locking the door to the basement with a "Work in Session. Do not disturb unless emergency" sign on the door, MJ sat on the chair with her back to Naruto was he tried on the costume she made him. On her lap was her design book.

She had to say, she'd truly outdone herself with this!

Years ago, her aunt made her take a knitting and design class to be a "proper young lady" as she was acting too much of a "tomboy" for her licking. And as much as Mary Jane would hate to admit it, her new skills really paid off. She showed to have quite a talent for knitting and creating outfits. Half of Naruto and Harry's wardrobes contained shirts she made for them.

A little secret of MJ...she had a small 'enthusiasm' to superheroes and their costumes.

Naruto called it a fetish, much to her anger.

Ever since Naruto told her about his newly granted powers, she's been designing sketches of superhero costumes for him, behind his back of course. At first, she went with a wild look, something with a fox area, given his whisker marks and narrow eyes. While it made him hot, she decided to use something with spiders, given his wall-crawling and web-shooters.

The first thing that popped to her mind was spandex! After all, all great heroes wore spandex, was her excuse. It had nothing to do with the secret desire to see the blonde's muscles tighten against the outfit.

Yep! Absolutely nothing to do with that!

However, she knew Naruto would never go for it, so she decided to start small and modernish. So after many papers and ideas, she picked out the initial design before they got better material. And so, after many money well spent and knitting, she came up with something.

"Ok, I'm ready...I think." She heard Naruto say. And with expecting eyes, MJ turned around. Her eyes widened in delight at what she saw.

Front the bottom up, Naruto was wearing reddish-brown footwear similar to yoga shoes, leaving the toes and heal exposed, made out a hard material for easy wear and protection for the bottom of the feet. For pants, he wore a black, rubber like that could be that or similar to neoprene used for wetsuits. It went down to the ankle, with the shins protected in guards. For the upper body, he wore a black sleeveless shirt, and a black and red jacket with a hood. He had elbow guards and red fingerless gloved with Naruto's web-shooters on the wrist. With the jacket zipped up, it displayed a black spider in the front. MJ wanted Naruto's identity to be a secret, so she made a red breathable mask that completely covered his whole head with eyes holes, which were currently covered by the goggles Naruto put on.

All in all, Naruto looked completely mysterious and man-made. (link in profile. Spider-man's 15/16 costume would-be redesign)

MJ stood up, a wide smile on her face. "You look great!" She said, amazed at her work. She also had to admit that Naruto really worked red and black just as much as he worked orange and back. Even with the bright blonde hair, he made the look work. Naruto rolled his eyes as he took of the mask.

"I look ridiculous." He muttered as he ran a hand through his hair. He sure hoped wearing the mask didn't give him the Beetle's haircut. He liked his wild hair! Just then, a though came to him. "I just realized something. We're both only 16." He pointed out, gesturing back and forth between the two. "And I'm pretty sure it's illegal to participate in a match if you're not 18 or older." He said.

MJ just waved him off. "Don't worry about it! With the mask, no one will know your real age. And my cousin Ron's driving us, so he can sign you up. While I set up the bet pool!" She said, thumbing her chest in pride. Naruto gave her a deadpanned look.

He was on the threat of having his bones broken by a 300+ pound man, and she was going to bet on him? How as that fair?

He pointed a finger at her. "If we got to jail because of this...I am never talking to you again." He threatened before he went to his desk to make sure his web-shooters were functioning properly. MJ just smiled, fully confident that this will work...

85% sure.

---

Tonight was the night.

Naruto had gone to the hardware store, got the supplies, and helped Uncle Ben fix the plumbing. After a night dinner, he packed his 'wrestling costume' in his backpack, and was ready to meet with MJ and her cousin in the latter's car outside. His image was one of confidence. He had never done something like this before, so he was running on adrenaline as much as he could... before he got common sense and backed out.

"Alright aunt May! Uncle Ben! Me and MJ are going to the library to work on our reports!" Naruto called out to them. That was his excuse, and it made him feel guilty at having to lie to them.

"Alright dear! You have your wallet and money for snacks?" His aunt asked him.

"Yeah! Oh, and we don't know how long we'll take, so I might be home a bit late." He said. He didn't know how many fighters there were going to be, or if he had to do some sort of preliminary matches before he could face Crusher.

"Ok, just make sure to call us at 10 to let us know!"

"Ok!"

"Now you be careful out there, Naruto." Ben told him, looking at his nephew over his newspaper. "You don't know what hooligans are out there at night." Naruto nodded.

"I will. See ya!" Naruto said and stepped out of the house, making his way toward the car in front of the house with MJ and her cousin in it.

As the door closed, Ben frowned a bit. He could always tell when Naruto was lying, and he knew that there was something the blonde was keeping from them. However, he trusted his nephew/surrogate-son, and knew he wasn't going to do something bad. That was just not the kind of person he was. He would trust Naruto on whatever he was going to do.

The drive to the arena took approximately 20 minutes with traffic, and another 10 minutes to find a parking space. Walking inside, they saw that it was packed with both audience members and contestants. Ron told them that he would go sign Naruto up, MJ giving him a piece of paper.

When Ron was first told that Mary Jane's friend would be entering a wrestling contest against a professional, he was against the idea, haven met Naruto. MJ said that Naruto would be fine, making up a slight lie by saving that it was recently discovered that Naruto was a mutant who just unlocked his power. Ron was a supporter for mutants, having mutant friends himself. He was told that Naruto would be able to take care of himself, with the promise to pull out if it looked like it would be too much for the blonde.

As Ron went to the sign-in desk, MJ dragged Naruto around, looking at all the contestants. Many of the guys were hairless gorillas, standing at 7 feet with bulging muscles that looked like they could crush coconuts with just their arms! Naruto cringed when one actually did crack a coconut with his muscles, and then drank it. The blonde gulped as he imaged it being his skull that was cracked! Even MJ was having second thoughts about doing this.

What kind of best friend was she to send her BF/crush to his presumable death?! What was she, high on sugar again?! She let out a shriek when two wrestlers began fighting. Naruto grabbed her hand and let her away. "Ok, you know what, I changed my mind! You're not doing this!"

Naruto looked at her in surprise. "What? What happened to the "I know you can win this, whiskers!"? What about all the hours of planning?! The costume?!" He asked her as they stopped in a semi-vacant section of the lobby.

MJ shook her head. "I was crazy, alright? I was too focused on the money and overconfident on your new powers, I didn't think about you or your heath! But now...th-this is insane! I can't let you risk your life just because I said so!" There was panic in her voice as she held her head. Hoping to calm her down before she had a panic attack, Naruto put his hands on her shoulder.

"MJ. MJ! Look at me!" When she did, he smiled softly at her. "Listen, it's okay. I want to do this." He revealed, much to the redhead's surprise. "This match would be a great way to test the capabilities of my powers and skills. I know it's dangerous, but that's what makes the experience necessary. Being put in real-life danger is what I need to reach by potential."

"But...you could get hurt!" She argued. Naruto nodded.

"Yes, but it was my decision to go along with this, and I'm fully prepared for the consequences." He said. MJ was about to keep arguing, but was cut off as the two saw Ron heading their way. He held up a small piece of paper, which they could see had a number on it.

"Ok Naruto, got spot number."

---

The matches were set up in a "Come All, All Out" battle tournament. One by one, contestants were sent out to battle Crusher. If the contestant was defeated, the next one was sent. If a contestant somehow won and beat Crusher, the winner would be given the option of taking the title, and chance to sign a contract.

There were ten contestants before Naruto, with him being the last and shortest of them. Naruto, MJ, and Ron were allowed to watch the matches in the audience with front row seats. As the two teenagers watch the matches, they would occasionally flinch at some of the extremely violent scenes shown. MJ would bury her face into Naruto's shoulder when a Crusher bend his opponent's spine on his knee, no doubt breaking the poor bastard back and spine.

Even with so many opponents, Crusher would beat them all easily, and never once tire out too much. Soon it was Naruto's turn, at which MJ looked ready to grab her friend and run away from that place as fast as she could. The blonde was led by the staff, being forced to block out MJ's shouts to not do this. Even Ron looked ready to cancel this plan, but was too late.

Naruto was given 5 minutes to change into his costume. Behind the curtains, Naruto took a deep breath to calm his nerves. He distracted himself by running through the formulas in his head. He calculated the mass and weight of Crusher from what he's seen. Calculated the estimated weight of the wrestler's opponents and their speed.

Crusher was a giant, focusing solely on his strength and weight to keep himself firmly on the ground to withstand being pushed back. However, Naruto had seen several weaknesses he could use. Firstly, Crusher was slow, gaining muscle power, but losing speed and agility, which Naruto had in spades. Also, due to his massive figure, his back was his blind spot. So he should just focus on that!

He just needed to use his speed and agility to his advantage, and last only 5 minutes to win $5000. The most the previous fighters lasted was 3 minutes before they were taken out. As long as he stayed confident, he would make it...he hoped.

There was a call behind the curtain. It was time.

Mary Jane bit her lip nervously as the crowd around her roared in enthusiasm for the next match. She had initially betted $300 on Naruto against everyone betting on Crusher. However, money was the last thing on her mind right now! She just sent her BFF to his death!

Just then, the ring announcer stepped in the middle of the ring. Crusher was in his corner, getting pampered by his ring maidens. The spot light shined down on it as the room turned darker, the mic in hand.

"Are you ready for more?" He asked, to which the crown roared massively. "I said, are you ready for more?!"

MJ flinched from the loud screaming, her ears hurting.

"Get ready for the next victum! If he can withstand just five minutes in the cage with Crusher, he will perhaps win $5000!" He said, making everyone cheer. The announcer pointed to the curtains in the entrance, where a silhouette was seen standing behind it. "Introducing the challenger! The terrifying...the deadly...the Amazing...SPIDER!"

The curtains pulled back to show Naruto in his red and black costume. Behind his goggles, Naruto deadpanned. 'This is the last time I let MJ pick the name.' The "Spider", wasn't exactly a terrifying wrestling name. The audience booed at the masked blonde as he walked calmly down to the ring. He easily dodged food and eggs thrown at him, thanks to his spider-sense. The ring maidens sent him predatorily looks, taunting him and his size compared to Crusher. Ignoring them, Naruto glanced over the MJ, seeing the worried look she sent him. Frowning, he looked at Crusher, who was looking at him with mocking eyes. Amused at seeing a, what he was no doubt thinking, "small little man".

Bastard was underestimating him.

Narrowing his eyes in anger, briefly flashing red, he growled lowly.

Deciding to begin with a show, Naruto, the "Spider", bended his legs, and with a small leap, jumped into the ring easily. That display made some of the audience cheer, and making Crusher frown with narrow eyes. The two fighters glaring at one another, Naruto's glare unseen, they sized the other from their sides of the ring. As they did that, the announcer continued.

"And for a special treat...bring down the cage!"

Naruto blinked at that. Bring down the what-now?

MJ gasped in horror when a metal bar cage was lowered down around and over the ring. "NARUTO!" She shouted in great worry, Ron putting a hand on her shoulder to calm her down, that that he was calm about this himself. Okay...maybe he was irresponsible.

Naruto looked around wildly at the cage. This wasn't part of the plan!

The announcer had gotten out of the ring before the cage was lowered. "Will the guard lock the cage?"

Naruto ran to the bars as the staff placed locks on the corners. "Hey! Wait a minutes! There was nothing about a cage in the flier! Hey!"

"Little man!"

Freezing, Naruto looked back at Crusher who stood ready in the middle of the ring. The large man was looked at Naruto like a predator. His grin was deadly and dark. He held up a finger pointed at him. "You ain't going nowhere! Five minutes!" He held up five fingers. "Five minutes of playtime."

The bell rang and the clock started. With a roar, Crusher charged at Naruto. Eyes widening, Naruto moved quick and jumped right over the large man. The crown gasped at the abnormal jump as Naruto landed behind Crusher. The man turning around, he glared at the masked teen. Growling, he charged again to try and get a hold on the 'Spider.' Spider-senses going off, Naruto jumped up high and grabbed onto the top bars. He planted his feet on the bars, and hanged from the top on his hands and knees, facing down at Crusher as the man looked up at him in surprise. "What the?! How di- What are you doing up there?!"

Naruto shrugged. "You look dirty and I didn't want to get sick." He said, making the wrestler growl. "Aw! Did I hurt your feelings princess? Hey, I got a question. How did you get your clothes on with all that muscle? Hell, how can you even move?" He asked, making Crusher even more anger. Deciding make a move, Naruto released his hold on the top and fell downward. Flipping over, he planted a foot slam on Crusher's face. He back flipped backward, landing on his hands and feet, body low like a spider as Crush staggered back.

Shaking his head, the man glared hatefully at Naruto. Hearing a whistle, he saw one of his maidens hand him a chair. Smirking wickedly, he charged at Naruto. Eyes widening, Naruto pushed off the grown and slid under Crusher as he lifted the chair over him. Sliding under the man, he got up on his hands, and spinning like a top, side kicked Crusher, making him grunt at the powerful strike, and drop the chair.

Shooting a line of web, Naruto grabbed the chair and pulled it toward him. Grabbing it, he threw it up to the ceiling, and shooting a ball of webbing at it, stuck it to the top. With Crusher weaponless and slightly dazed, Naruto charged and sent a flying kick at Crusher's back. The man gave shout of surprise when he was sent flying forward fast, crashing front first into the bars.

The audience were in awe at what they were seeing, a little man, skinnier and shorter than Crusher, was lasting longer against the wrestler than any of them would have thought.

Shaking his head, Crusher turned around, leveling a glare at the red/black clad masked teen. Growling, he looked out the ring at his girls. One of them nodded and took out an iron bar from under the stage. Grabbing it, he ran at Spider. Seeing this, Naruto went on the defense, dodging all the strikes. Ducking under a swipe, he jumped back. Backing into a corner, Naruto watched as Crusher charged at him. Looking down at the wrestler's feet, Naruto shot a glop of web at his foot. Crusher staggered in place and looked down at his foot trapped to the floor in webbing. Glaring he looked up at the Spider, only to receive a punch to the face. He fell down on his back, his head in a daze.

Getting up, Naruto blinked when he heard the cheers and chants of his name. Looking at the exited crown, he turned to where MJ was, only to see her smiling happily at him. Smiling under his mask, he raised his fists up. Erupting a louder cheering. Just then, his spider-senses went off. Behind him, Crusher had removed his trapped foot by taking off his boot. Grabbing his bar, he sneakered behind Spider, raising the bar above him.

Shooting too lines of webbing above him, Naruto pulled himself up and above the wrestler. Taken by surprise, Crusher looked up, and was blinded by a double stomp to the face and head. He crashed down into the ground, knocked out and down for the count.

The bell rang as Naruto got up. The cage lifted up as the crowd cheered massively. The announcer jumped into the ring, and grabbed Naruto's arm, shooting it up into the air. "The winner! The Amazing Spider-Man!"

Naruto watched as everyone in the audience stood up and cheered. MJ was howling in excitement, smiling at her best friend, glad he didn't get hurt. Smiling, he raised his fist into the air.

Later, Naruto stood in front of the promoter's desk, waiting to collect his money. MJ went to get her betting money with Ron going with her to keep her safe. The promoter placed an envelope in front of Naruto. "Here you go. Not get outta here."

Picking up the envelope, Naruto opened it and counter the money inside. Narrowing his eyes, he glared at the man. "Hey! There's only $500 here! It's supposed to be $5000!"

"Wrong kid. The contract was "$5000 for five minutes. You won in a minute and 10 seconds. For that, you get five hundred. And you're lucky to get it. You made my best fighter look like a girl out there."

Enraged at the bastard, Naruto shot forward and grabbed the man by the shirt and hoisted him up. Glaring at him, he didn't know his eyes bled crimson red, his pupil turning into a vertical slit. "You can't do this! It's not fair!"

Gulping down his fear with greed, the man grunted out. "N-Not my problem! Now let go of me before I call security!" Glaring at him, Naruto soon forced himself to calm down. Eyes going back to his regular blue, he dropped the man on the floor. Glaring at him once more, Naruto scoffed and let the room, stuffing the envelope in his pocket. Exiting the room, he bypassed a man with long dark blonde hair and sunglasses as he stepped into the promoter's office.

Growling under his breath at having his time wasted by joining this stupid contest, Naruto stepped in front of the elevator and pushed the down button. Looks like he was going to have to have MJ the bad news. Hopefully she made them enough money in the betting pool.

Just as the doors opened with a ding, Naruto heard shouting behind him. Turning around, he saw the blonde man from before running out of the promotor's office, a bag under his arm. Behind him, a scruffed up promoter ran out. Looking his way, he shouted, pointing at the running. "Help! That guy stole my money! Stop him!"

A nearby security guard saw this and ran their way. "Hey you! Stop that guy!" He shouted at Naruto

Naruto raised a brow, mentally weighting his options. Making a decision, he stepped to the side, allowing the thief to get into the elevator. Before the doors closed, the man looked at the masked Naruto. "Thanks buddy." The doors closed, and the thief got away. The security guard arrived and slammed his fist into the elevator doors. He glared at Naruto.

"What the hell's the matter with you?! You just let him go!" He yelled at Naruto's masked face. Naruto just stared at him. Scoffing, the guard ran off, calling for backup in case they had a chance to catch the thief before he left the building. Next, the promoter rushed in front of the blonde, his left right darkening.

"You could have taken that guy apart! Now he's gonna get away with my money!"

Naruto just tilted his head to the side. "Not my problem." He said, repeating his own words right back at him. With an angry growl, the promoter stomped away.

Naruto just focused back on the elevator and pressed the button again and waited.

---

"Ok, so while we didn't get the prize money, I did earn enough money in the bets to where we can get some great equipment for you lab, and some materials for me!" MJ said happily as she counted her new bills. Naruto was silent as he looked out the window of the car. He had changed into his normal clothes, with his costume in his bag. He thought back to how he let that thief go, and wondered if he should have stopped him.

"Why should you have?"

Naruto tensed when he heard that familiar dark voice again. No, it can't be! It was a hallucination!

"Oh, believe me boy. I am far from a hallucination. But it matters not. Why are you even thinking on this? That pathetic human cheated you, he deserves what came to him. In fact, you yourself should have done more than gave him a little scare. You should have killed that human, and take what was yours."

Narrowing his eyes, the blonde shook his head, trying to rid himself off the voice. He could just hear its taunting chuckles right next to his ears. 'Shut up! Just leave me alone!'

"You know I am right, boy. You wanted to kill that man. Snap his neck and take the money for yourself."

'You're wrong!'

"Am I?"

Naruto closed his eyes, trying to block the voice out. Meanwhile, Ron was praising Naruto on his match.

"Man kid! You sure showed some skills! You even put Crusher down like nothing! You might just have a career in wrestling." He said, but Naruto just shrugged. What happened was merely a one-time deal. He had no desire of fighting big idiots on a daily basis. He was a scientist, and a semi-pacifist. As taught to him by his parents and later on Uncle Ben, physical combat should only be used as a last resort, for words can have a powerful impact. Naruto had joined martial art classes to defend himself from bullies, but would only use force if he had no other choice.

Leaning his head against the window, he pushed the night's match at the back of his head, and focus primarily on the data he gained on his own powers tonight. It was strange, the way he was moving all over the place, it felt like he was fighting subconsciously. Could his spider-powers have also had an effect on his mentality? There was so much he didn't know about himself it seemed, including the deal with the dark voice.

He narrowed his eyes when he suddenly felt a sense of dread in his chest. Like something bad was about to happen. Hearing a gasp coming from Mary Jane, he looked up. Immediately his eye widened in horror.

In front of his house, were several police cars, and an ambulance. An icy grip tightened around his heart. What had happened?! Once the car came to a stop, Naruto couldn't bolt out of the car fast enough and ran toward his house, MJ following quickly behind him. He pushed through cops, ignoring their calls. All he cared about was finding out what happened and to check on his aunt and uncle. What happened? Were they okay?!

Pushing the door open, slamming it against the wall and breaking one of the hinges with his immense strength, Naruto's eyes widened at what he say. His aunt May was sitting on a chair, crying into her hands. Looking up, her red eyes looked at her nephew, some relief at seeing him visible, but nearly hidden in the sea of sadness.

"Aunt May!" Naruto shouted and ran to her. He checked her over, making sure she was okay. "Aunt May, what happened?! Where's Uncle Ben?!"

"Naruto..." May sobbed up. "Your uncle...he-he…" She couldn't finished and pushed herself into the blonde's chest, holding him tightly as she cried.

Naruto farrowed his eyes in confusion. Just then, he saw something at the corner of his eyes. Turning his head, he gasped in horror when he spotted a body covered in a white sheet on the floor. The living room was a mess, broken glass littering the floor, picture frames and items broken. But he ignored all of that, only focusing on the body, and the arm laying out from under the sheet.

An arm, with a watch.

A watch he recognized anywhere.

It was Uncle Ben...

His whole body froze. His blood and heart stilled. His uncle was dead. The man that's been like a father to him after his real one died. He was gone. Just like his parents.

He faintly heard MJ arrive and gasp when she spotted the body as well. His grip on his aunt tightened. His subconscious willing the enhanced strength to diminish for the time being so as to not hurt her. She was already hurt.

"What happened?" He asked, his eyes covered by his bangs. A nearby cop heard him and answered, giving the teen a look of pity.

"A burglar. He broke in, according to your aunt. You uncle fought him to protect his wife. The man had a gun in his hand, and your uncle was shot. By the time we got here, getting a call from your aunt, the guy had run off. We've got an id on him." He said, holding up a flier. Naruto turned his head and looked at the picture.

His heart stilled when he saw it.

It was the thief. The one he let go.

It was his fault. His uncle died because of him! If he had stopped the guy, his uncle would have still been alive!

Just then, another cop approached the first. He leaned in and muttered to him, but with his enhanced hearing, Naruto heard them perfectly.

"We've got a call on the guy. He's heading west at Corn Road."

The blonde Parker's eyes flashed blood red. Pupils vertical and sharp. Deadly. He gritted his teeth, his canines growing longer and sharpening as his whisker marks grew bolder. Gently pulling Aunt May away, he silently stood up and his aunt and MJ looked at him in confusion.

"MJ, look after Aunt May, alright." He muttered to his best friend.

"Naruto...what are you-" She didn't get to finish as Naruto grabbed his bag and ran out the door. "Naruto!"

"NARUTO!" Aunt May called out desperately to him. But Naruto didn't hear her. He didn't hear anyone. There was only one thing on his mind. And that was blood. The blood of the thief. Of the man who he had spared and had killed his uncle!

In the back of his mind, a dark chuckle echoed out. "So, you have finally came to your senses."

"..."

"The pathetic human had hurt your family. Killed your uncle."

"..."

"Time to put your new powers and skills to the real test it seems."

"Shut up!" Naruto shouted in anger as he ran down an alley. Opening his bag, he pulled out his Spider costume and began putting it on easily as he ran. Once dressed, he leaped high and stuck to a wall of a building, and began crawling up. "I don't know who the fuck you are, but if you are not going to help me find the bastard, then SHUT THE FUCK UP!"

The voice growled in a bit of anger, but decided to not react. For now.

"The man is your prey, boy. You are the hunter! Your new senses will be your greatest tools! You have that man's sent, use it!"

Leaping high into the air, Naruto landing perfectly on top of a pole. Narrowing his eyes from behind his goggles, he thought back to when he first saw the man and when he got in the elevator. When he passed by him, he had faintly caught a scent of sweat, cinnamon, and oil. Deciding to give it a shot, he took of his mask. Standing up, he inhaled through his nose. So many scents, it made him dizzy. All different and disgusting, but he stayed focus on the one he needed. His eyes closed, he focused through his other senses. His superhuman hearing could pick up dozens of sounds throughout the city.

He soon found something. He could hear the sirens of police cars. Focusing on that direction, he picked up the scent he was looking for. Opening his crimson eyes, he looked at the direction it came from. Narrowing his eyes, he put his mask back on. Raising an arm, he shot a line of web at the top of a nearby building. Pushing his legs off from the pole, he began swinging from the high buildings as he headed in the direction of the police sounds.

Soon, he found the source as several police cars chased after a speeding car, where the scent of the murder came from. Growling under his breath, he chased after. Bypassing the cop cars, he leapt high in the air, and stomped down on the roof of the front car, scarring the driver. The driver acting on panic, took out his gun and began shooting through the roof. With his spider-sense, Spider dodged each bullet. When the bullets stopped, he pulled back his arm, and punched right through the roof, making the thief cry in shock. The car maneuvered crazily at the surprise, but Spider held on tightly by sticking to the top of the car. Raising a hand, he shot a ball of webbing into the windshield, blocking the view.

The driver cried in shock as he tried to drive, but ended up heading toward a building instead. Before the car crashed, Spider jumped away, landing on the roof of a nearby building. He watched as the car crashed, and soon the killer got out of the car and heading inside the old building. "Nowhere to hide, bastard. This spider's coming for you." He muttered dangerously and swung to the building, crawling inside through an open window.

The inside of the building was dark, with only limited lighting from the moon and nearby street lights. Crawling over the ceiling, he looked around for the bastards. Now if only he could just see. Suddenly, his vision changed. The room became a bit better with a red hue. Blinking, he saw that his vision was much better. Putting it off for later, he continued to look for the murderer. Using his hearing, he could hear the sounds of heavy breathing coming from the top floors.

The thief looked out the window, seeing several cop cars arrive outside the building. In his hand was a pistol, locked and ready for quick shooting. He cursed when he saw that he was surrounded. Suddenly, he heard a creek. Turning around, he aimed at the darkness, keeping an eye for anything. As he looked around, a search light shining through the window, he didn't see the shadow of a figure seen crawling over the ceiling.

"We have the place surrounded! Give up now!" He heard the captain order. Scowling, he looked around for a way out of this situation. Just as he was about to move, he was suddenly slammed into the wall next to the window. Gasping, he saw the same guy who had let him leave the wresting building. "What? You?"

"I let you escape. That was a mistake!" Spider growled out before he sent a hard punch to the guy's face, not holding back as he broke his nose and cut his cheek. "That old man...he was a great person! Kind and friendly. So why...why did you kill him?!" Kneeling him hard on the stomach, he threw the guy over his shoulder, making him slam hard against one of the pillars.

The man coughed as he tried to get up, feeling his spine shake from the impact. Just then, a web line caught him on the arm. Pulling the man toward him, Spider reeled back his arm and slammed a fist into his chin, breaking his jaw. Using another web line, he pulled him back like a yoyo and slammed him hard against the wall.

"Answer me! WHY DID YOU KILL THE OLD MAN?!" He roared, his fingernails dug into the man's shoulders, making him cry in pain.

"I-I-I went to pull on last heist before leaving the city! That's all!"

"What about Uncle BEN! You shot him!"

"He decided to be a hero! It was an accident!"

Naruto narrowed his glowing crimson eyes in anger. He pulled the man close to him. "Because of you...of me...he's gone. And someone's gotta pay."

Outside, the captain was ordering man to stealthily get into the building. Suddenly, everyone heard glass shatter. Looking up, they saw the man they were chasing crashed through the top floor window, and falling down. Before they knew it, he crashed down hard on a police car. Checking him they saw that he was dead. The captain looked up, and for a split second, thought he saw a figure standing at the darkness of the window. When the spotlight shined at the window, there was no one there.

Naruto/Spider sat at the top side of the wall the church bell tower. His hands covered his uncovered face as he silently cried.

Because of his stupid decision, his uncle Ben was gone. First his parents, and now him. The people that matter the world to him were gone. His family was gone. Now all he had left was his Aunt May. Running a hand through his hair, gripping the strands tightly, he cried as a lager pain gripped his heart. His phone rang, but he ignored it. It was probably just Mary Jane.

He wanted to be alone.

His Uncle Ben was gone. He had always been there for Naruto whenever he needed advice. But now that he was gone, what was he to do now? Through teary eyes, he looked at his hands. All this new powers, but he failed to use them for the right reasons. His Uncle always said, "With Great Power, there was always come Great Responsibility". But, why was he given these powers? He didn't deserve them. He wasn't worthy.

But...that wasn't something his uncle would say. He was say, that he should take priority if others before himself. That now that he had these powers, he had to do the right thing. That now, it was his responsibility to help those who need it.

Straightening his back, Naruto wiped away his tears. Climbing up to the top, he looked over the city. 'Uncle Ben. Mom, Dad...I'll miss you guys. I've taught me so much. And I promise to use your teaching to help the people of New York. To protect them, and make sure no one loses their loved ones like me. I promise to be a hero. The kind of hero you would want me to be. Maybe not as Naruto Parker, but as someone who will be a friend to the innocent, and a nightmare to criminals. From this day forth, I am Spider-Man.'

---

End of Chapter 2, and the Prologue Arc.

This is also the beginning of Naruto's difficult and dangerous journey as he learns what he takes to become a real hero. As well as his journey to become the SUPERIOUR Spider-man!

And yes, Naruto had his first of many interactions with the Kyuubi, but doesn't know what the beast actually is. And he will also learn more about the secrets of his past. And Kyuubi also plays a role in the story, later becoming a sort of mentor to the hero-to-be Webslinger.

Alright, that's all I'm saying without giving away too many spoilers. Next chapter will be Spider-man's debut to the people of New York, and his first battle against his first supervillain. We will also see the other powers the spider bite gave him!

So for now, farewell True Believers!

Ja ne!