Hey everyone, here it is the first chapter to my Amazing Heroes Phase 1 story, hope you all enjoy it. Remember I don't own anything related to Marvel or Disney. Now... on with the story.

Chapter 1: Birth of a Hero Part 1

"Who am I, you sure you want to know?"

"The story of my life is not for the faint of heart, if somebody said it was a happy little tale, if somebody told you I was just your average ordinary guy not a care in the world, somebody lied."

"But, let me assure you this is like any other great story worth telling..."

"...And this is where it begins."

The scene begins with a house; it was two stories high, light blue colored and had a dark gray pointed roof. It was the home of a certain brown-haired boy, who was still sleeping in bed as the morning sunrise shined through his bedroom window, Peter Parker.

"BEEP, BEEP, BEEP, BEEP!" The sound of an alarm clock goes off in Peter's bedroom as he turns the alarm off, then groans a little. He sits up in his bed, puts on his black rectangular shaped glasses and then gets out of bed.

Peter Benjamin Parker is an 18-year-old young man with brown eyes, brown hair that was a little spiky and a slim body.

Peter has small, but comfy bedroom with light blue walls, a window and a small closet with a large full body mirror hanging from the door. His bedroom contains; a medium sized bed with gray sheets and blue blankets, a dark brown dresser with five drawers, a desk and chair with a laptop and is decorated with a lot of science themed and superhero posters.

Peter is currently changing out of his sleepwear, which is a gray short-sleeved T-Shirt and a pair of green plaid pants. And is changing into his usual attire, a long-sleeved brown plaid button up shirt with the sleeves rolled up and a with white V-necked T-Shirt under it, a pair of blue jeans, white socks and red sneakers.

"Peter! Time for Breakfast! I made your favorite, wheat cakes!" Shouted a woman from downstairs.

"Coming Aunt May!" Peter shouted back.

Peter then grabs his red backpack with his school stuff in it from his desk and leaves his bedroom and makes his way down the yellow painted hallway, while passing photos of himself when he was younger with two different couples.

The first photo shows him when he was 7 years old, in a red T-Shirt and tan shorts, while sitting in the lap of a woman and a man sitting on the left right next to them, both in their early thirties. The woman has brown hair, brown eyes and is wearing an indigo long sleeved shirt, capri pants and black shoes while hugging Peter with her arms while he sat in her lap. The man has brown hair combed to the left, and is wearing black rectangular glasses, a black short sleeved T-Shirt with while wearing a white long sleeved dress shirt over it, dark blue jeans and brown dress shoes. These people are Peter's parents, Richard and Mary Parker, who were all in a park while smiling at the camera.

The second photo shows him when he was 13-years-old, wearing glasses, a blue V-necked shirt with two black lines across his chest, kakis and black shoes while holding a golden trophy in the shape an atom labeled 1# place in his hands and with him another couple standing right next to him, a man on the right and woman on the left who look like their somewhere in between their thirties and forties and were smiling at Peter. The man has black hair, blue eyes and is wearing a brown jacket over a white T-Shirt, blue jeans and brown shoes, who was currently ruffling his hair, while Peter was laughing. The woman has brown hair in a ponytail, green eyes and is wearing red glasses and earrings. She is wearing a lavender long sleeved shirt with a long lime green zigzag line across her chest, capri pants, and black shoes, who was laughing at the scene her husband was making. These people are Ben and May Parker, Peter's aunt and uncle, all who were at a science fair where Peter won first place.

The third and final photo was of a 17-year-old Peter who was at the same height he is today wearing glasses, a blue graduations cap and gown and brown dress shoes, while holding his diploma in his hands. Standing next to him were his aunt and uncle, both looking a little older with a few wrinkles, but still the same height. Ben's hair was now gray and was wearing his brown jacket over a button up red plaid shirt, blue jeans and brown dress shoes. He was on the left side of the photo, with is left hand on Peter's shoulder. May's hair was also starting to turn a little gray as well and was wearing her lavender long sleeved shirt with a lime green stole over her shoulders, brown pants and black shoes, her usual attire today. She was on the right side of the photo, with her right hand on Peter's shoulder. All three were smiling at the camera, while at Peter's 11th Grade graduation ceremony.

Peter made his way downstairs to the dining room where his aunt was, with a mug of coffee in her hand waiting by a brown rectangle shaped table where a plate of wheat cakes was waiting for him.

"Good morning, Peter." May said smiling, then kissed him on the cheek.

"Good morning, Aunt May." Peter replied, smiling too, as he sat down in his chair and started eating.

While eating, Peter looked around for a second, looking for someone.

"Where's, Uncle Ben?" Peter asked, wondering where his uncle was this morning.

"He's downstairs in the basement, fixing the pipes." She answered, then walked off to the kitchen.

That's right, yesterday his uncle was downstairs moving some storage boxes when he noticed a puddle of water near the stairs, he went to check it out and found a pipe leaking water. He said that he would try and fix it today.

Then, the door to the basement opened, where Ben Parker came through wearing his red plaid button up shirt and blue jeans, who was currently walking around bare footed, while wiping his hands off with an orange rag.

"Well, the pipes been fixed." Ben said, sounding relieved to be finished.

"Morning, Uncle Ben." Peter greeted.

"Morning, Peter." Ben greeted back while smiling then sitting down in the chair across from him.

"I thought you'd never be able to fix that pipe." May commented, returning from the kitchen with two mugs of coffee in both her hands.

"You know, I told him it'd be easier if we called a plumber." May told, Peter who smiled at her comment.

"And waste money on something I can easily fix, I don't think so." Ben said, scoffing at that. Thinking a leaking pipe wasn't a big deal to call a plumber over for and not wanting to waste any money.

"I only say that cause I worry about you, and I love you." May assured him. "Here, Ben." May said, giving Ben a cup of coffee, then kissing his head.

"Thank you and I love you too, May." Ben said, while taking a sip of his coffee.

"So, Peter that school field trip of yours is today, right?" Ben asked.

"Oh yeah, it's to Harry's dad's company, Oscorp." Peter told him, sounding excited.

"Well, I suggest you hurry and finish your breakfast, unless you want to miss the bus, which should be here any minute." May informed him, pointing at the clock on the wall by the entrance to the kitchen, while sitting his bag with his lunch on the table.

And with that remark, he finished his wheat cakes, grabbed his backpack, then May handed him his lunch while standing by the table and started to head to the door.

"Hey, Peter!" Shouted Ben from the dining room, still sitting down, stopping Peter as he opened the door.

"Yeah!?" Peter shouted back.

"Remember, tomorrow we're painting the kitchen don't make me start without you." Said Ben, warning him with a cocky smile, while pointing his finger at Peter.

"Don't start without me." Peter replied, with smile, while pointing back at him, waving good-bye, then heading out the door.

"I'm proud of him, you know." Ben said to May with a smile, happy at how Peter has become such a good young man.

"I know, so am I." May replied with a smile, while still standing by the table, thinking the same thing Ben was thinking. How well, Peter turned out.

Peter made his way down the three stair steps of his house to the far end of the sidewalk where the bus had just pulled up at, then stopping. The school busses doors then open, he then gets on the first step before stopping and looking back at his house, the home he had lived in for most of his childhood. It wasn't much, but its home.

It had been 10 years since Peter had moved in with his aunt and uncle, ever since his parents died. They left him with Ben and May when they were going on a business trip to New York City for Peter's, father, Richard Parker. Both he and his wife Mary, Peter's mother, were going there by plane, but it never made it there. The plane was flying through a thunderstorm when a bolt of lightning hit one of engines causing it explode and take the right wing along with it, causing the plane to lose control and crash down in some forest near New York, there were only a few survivors, and Peter's parents were not one of them.

Flash Back: 10 years ago

Peter was there when his aunt and uncle were informed by a male police officer on what happened to his parents, and they were devastated. He recalled seeing the police officer with his hat down revealing his blond hair as had just finished telling his aunt and uncle everything, while Ben was holding May in his arms as she cried into his left shoulder, heartbroken on what happened. Peter had just come downstairs when his uncle saw him, Peter had tears in his eyes, he then let go of May who was still crying a little and then walked over to Peter, bend down to him on one knee to his height and then said.

"I'm sorry, Peter." In a sorrowful tone with a single tear leaking down his face and then hugged him and Peter hugged him back.

Peter would have been sent to an orphanage if it were not for his aunt and uncle, they took him in when his parents died. They practically raised him like their own son, it was not easy at first, raising him, but they got used to it eventually. They were there for him when they needed them when he was: hurt, sick or anything else. They were technically the closes thing he had to parents growing up, and he loved them like his own parents as well, but he never forgot about his real parents and all the love that they gave him, and he will always miss them.

Flash Back Ends

"Hey kid!" The bus driver shouted at him, snaping Peter out of his thoughts, who turned around and looked at the bus driver.

"What are you looking at? Move it!" He said rudely and sounding impatient.

"Sorry." Peter apologized, as he got on the bus, before taking one last quick look at his house.

He then makes his way down to find a seat, while the bus starts to drive off, he was passing by some other high school students when he spotted an empty seat in the way back and just started walking towards it when he suddenly tripped over someone's leg and fell on the floor. The scene made everyone on the bus laugh, as Peter started getting back up, looking behind to see who tripped him, it was none other than his school bully, Flash Thompson.

Flash Thompson was 18 years old (almost 19), jock with a strong build, he had blue eyes, messy blond hair, was wearing a green, white sleeved jacket with the number nine on the back of it over a white T-Shirt, light blue jeans, and green shoes with white shoelaces, who was currently laughing at Peter while sitting right next another one of his jocks.

"Have a nice trip, Parker." Flash quipped, then started laughing again, as Peter started walking over to his seat.

"See Ya next fall!" Flash shouted to Peter who ignored it, as Flash and his jock friends started laughing again, as Peter sat down.

Flash Thompson has been picking on Peter since the 7th Grade when they were kids, taking his lunch, shoving him into his locker and always making his life hard, there have been times when Peter wanted to beat him up, but he wasn't as strong as Flash so there was no point. So, he ignored the thought as he sat down in his seat, while looking out the window as the school bus drove down the road into, San Fransokyo.

San Fransokyo was both a Japanese and American themed city, and like any other city it was full of culture, history, and sites to behold. San Fransokyo was originally called San Francisco, but back in 1906, there was a horrible event that nearly destroyed all of San Francisco, very few people barley survived that day, this day has ever since been called, the Great Catastrophe. No one was sure what caused this terrible event in the first place and has since been one of San Fransokyo's biggest mysteries in history. After the Great Catastrophe, Japanese immigrants came and helped in the rebuilding of the city, turning it into the Japanese/American themed city it is today, and in honor of their help they renamed the city, San Fransokyo. And has ever since then been one of the biggest, greatest ever-changing cities in the world, with Japanese themed towers, giant flying decorated turbines, and home to its greatest landmark, Torii Gate Bridge (Originally named the Golden Gate Bridge but was renamed after the rebuilding of the city).

Peter has been living here for as long as he can remember, he could remember some of the fun times he would spend with his parents, aunt, and uncle when they went out together and he would even at times go and revisit the places that him and his family went to together to relive some of those memories. True at times it did make him sad that he wouldn't be able to have those fun times with his parents again, but that's ok, he still had his aunt and uncle and they all would at times go to those places to relive the fun they all had with Peter's parents in honor of their memory.

Peter was snapped out of his thoughts when the school bus made a right turn, passing by some buildings and making its way to the school field trips destination, it looked like a building out of the future, it was a large, dark 150 story tall building, with a silver capitalized word on the side of it that went from top to bottom, with the O in the shape of a hexagon. This was Oscorp Industries.

Oscorp Industries is one of the world's best multinational corporations in the world they specialize in bioengineering, chemical manufacturing, and making some of the most advanced cutting-edge technology the world has ever seen for both everyday uses and military applications, they were also the biggest defense contractors in the world. All owned by Norman Osborn the founder and CEO of Oscorp.

Norman Osborn founded Oscorp 20-years ago, he was both the CEO and one of the leading scientists at Oscorp, he had a hand in making some of the best military grade weapons to ever be created. He also happens to be the father of Pater Parkers best friend, Harry Osborn.

Peter and Harry were best friends since 8th Grade, they first met each other when Flash and his buddies knocked his schoolbooks from his hands and walked off, after they left, he came over and helped him picked up the rest of his books, later they started hanging out more and eventually became best friends. Peter even helped Harry out with his studies from time-to-time, and Harry always made sure to help Peter out by keeping some of the bullies off his back, which Peter was happy about. In a way, Harry was practically like a brother to Peter, he always seemed to treat Peter like family, even Peter and his aunt and uncle always treated Harry like a part of family too, which Harry liked about Peter's aunt and uncle, that and they were good people.

The school bus then turns left, parking right next to another school bus. Once the bus stopped, everyone unbuckled their seats, got up and started walking off the bus. When everyone got off the bus, they headed to the front entrance of Oscorp, where they were met by three people.

The first one was a bald African American man in his thirties, wearing glasses and blue button up dress shirt with khaki pants and brown shoes, this was Mr. Allen, their science teacher.

The second one was a short black-haired Japanese woman in her late twenties, wearing a white lab coat with a badge over a purple shirt, blue jeans and high heeled black shoes, this was Dr. Fudo, one of the fellow scientists at Oscorp.

The final one Peter recognized; he had brown hair, green eyes, and was wearing a blue jacket over a brown T-shirt, with jeans and black shoes, this was Harry Osborn, Peter's best friend.

"Hello students, my name is Dr. Marcy Fudo and I welcome you to Oscorp Industries." Dr. Fudo greeted with a smile.

Mr. Allen then steps forward with his arms behind his back and speaks. "Now, as you all know this is a privilege to be here, we are guests of San Fransokyo High Science department, and we must behave accordingly. I don't want a repeat of our last trip to the Planetarium. Understand?" He said, with a serious expression, recalling the last fieldtrip they took to the Planetarium when a jock tripped one of the students causing one of the exhibits to tip over and break, which the school had to pay for unfortunately. In response all the student's nod their heads.

"Good." said Mr. Allen.

As everyone was about to head inside, Mr. Allen stops everyone. "Oh, one more thing, I would like to thank you again to the one who helped made this fieldtrip possible, Harry Osborn." he said with a smile, as everybody then starts clapping to Harry who just gives a short wave to everyone, thanking them for their appreciation.

Everyone starts to walk inside Oscorp through the automated doors, leaving Peter and Harry alone. They both then approach each other with friendly smiles; handshake and bump their shoulders into one another.

"Hey Harry." Peter greeted.

"Sup Peter." Harry said back.

"It was great of you to ask your dad if we could have a fieldtrip to his company." Peter complimented.

"It was nothing, besides I promised you I would give you a tour of my dad's company eventually, so come on, let's hurry before the class leaves us behind." Harry said, as they began to walk inside.

Oscorp Industries

"Again, Mr. Osborn are you sure this is a good idea?" Asked a male scientist, who was bald and had thin gray hair around his head, was wearing glasses, a button up white lab coat with a badge, dark green pants and light brown dress shoes and was looking jittery. This was Dr. Strom, one of the head scientists at Oscorp.

He was currently walking and speaking with a man who had combed brown hair, an almost strong figure, and wearing a black business suit, with a dark green tie and black dress shoes. This was Norman Osborn, founder and CEO of Oscorp, also Harry Osborn's father. "As I already told you Dr. Strom, there's nothing to worry about." Osborn assured as he and Dr. Strom made their way to an elevator and stopped.

When Harry approached his father with the idea for a school fieldtrip to Oscorp at first, Osborn was against it, but with some convincing he eventually agreed to Harry's request. When word got out that a school fieldtrip would be taking place at Oscorp, most people were onboard, however some people were against, like Dr. Strom.

Dr. Strom was one of the leading scientists in bioengineering at Oscorp, as well a friend of Osborn's. When he heard about the fieldtrip, it got him worried that if something were to happen, and if one of the students were caught in the crossfire, it would look bad for Oscorp.

"But what if-". Dr. Strom began but was stopped when Osborn raised his hand to silence him before lowering it to press an elevator button. As he waited for the elevator to come up, he turned to face Dr. Strom and said "Now Dr. Strom, I'll say it again. I assure you there is nothing to worry about." with a straight face and reassuring tone.

"Allowing a bunch of high school students to take a fieldtrip to Oscorp Tower shows that we're not afraid to show our secrets to the public, therefore earn the people's trust in us." Osborn said, trying to convince Dr. Strom how this will benefit Oscorps image. Dr. Strom was about to speak again before Osborn said, "And if anything happens, we'll take full responsibility of it." He said, knowing what Dr. Strom was about to say, but stopping him. "Now, enough about the fieldtrip. We got more important things to worry about, like the meeting with General Slocum down in Special Projects." Osborn said, changing the subject, as the elevator finally came and opened, allowing both men to enter it, before closing and going down.

A couple of months ago, a man named General Slocum approached Oscorp and asked to help better their military anyway they can, specifically their soldier's. They wanted Oscorp to work on their own version of the super soldier program, like the one back in WWII that created Captain America. They would provide all the resources needed for the project and funding.

For the last couple of months, General Slocum has been checking in on Oscorp's progress on their performance enhancers, which would heighten soldier's physical abilities, such as speed, strength and stamina, turning them into the next breed of super soldiers. The progress on them have been going slow, due to the work and their other projects and a few setbacks with testing, especially that one test, but now the results seem promising in Norman's opinion, but not Dr. Strom's.

The military invested a lot of money into this project, and if Oscorp doesn't show any progress they'll lose their military contract to Quest Labs. A company working in military technological applications and one of Oscorps rivals. And if they lose their contract to Quest Labs, their profits will drop and Oscorp could go out of business, but that's not going to happen, not on Norman Osborn's watch.

"Oh right, of course, we'll make sure everything is ready before General Slogan gets here." Dr. Strom said, as the elevator stops.

"Good, now if you excuse me, I've got to make a surprise visit to our special guests of San Fransokyo High." Osborn says with a smile, as the elevator doors open. "I'll meet you down in Special Projects when I'm done." He said, as he stepped out of the elevator and left, leaving Dr. Strom to his thoughts as the elevator door closes and goes down.

Perhaps Norman was right, and there was nothing to worry about, maybe he was just nervous because of the projects he and Norman were working on for General Slocum were taking too long and he just didn't want any more problems occurring. Dr. Strom thought as the elevator stopped and opened. He steps out and then makes his way to the Special Projects Division.

It was just a school fieldtrip, what's the worst that could happen.

Back with Peter and the group, they were walking down a large hallway with large glass windows displaying a bunch of scientists working in laboratory. Dr. Fudo then stops, making the group stop as well at a Y shaped hallway, she then turns around to face everyone "As you all know, Oscorp has some of the best cutting-edge technology in the world. Which allows us to make great strides in multiple fields of study." Dr. Fudo stated.

She then gestures her right hand to one of the glassed windows displaying scientist's working on what looked like a giant bulky mechanical arm "Such as Mechanical Engineering."

She then gestured her left hand to another window with a biohazard sign and scientist's wearing white biohazard suits with face masks and goggles, looking over computers with pictures of DNA strands and working with multiple different chemicals. "Bioengineering." She continued.

Then gestured her right hand again to another window with some scientist's holding tablets and looking them over while working on what looked like a large glass cylinder shaped vat full of water and electric eels and had large glowing blue power cables attached to it that ran along a wall, it looked like it was what was powering the room. "Electrical Engineering…"

"And many more!" A new voice interrupted causing Dr. Fudo to turn and look while everyone else turned their heads to the source and walking down the left side of the hallway towards the group was none other than Norman Osborn.

"Well, isn't this a surprise." Dr. Fudo said with a smile, then turned herself back facing the group. "Everyone, allow me to introduce you to the founder and CEO of Oscorp Industries, Norman Osborn." She introduced to everyone, in response they all started clapping.

Norman smiled at this, then raised his right hand signaling them to stop, after they stopped clapping, he then spoke "I just came down here to say, that I am glad to have welcomed all of you here today and"- as he spoke, Peter then started talking to Harry.

"Your dad sure likes to make a special surprise appearance when it comes to stuff like this, doesn't he? Peter asked Harry.

"Yup, that's my dad for ya, always likes to make a special surprise appearance. Usually at ceremonies or civilized parties, not school fieldtrips." Harry told Peter, with a smirk and his arms folded in.

"-and all I ask of you, is that you remember this fieldtrip well, because not many people are as lucky as all of you to be allowed a visit here. That's all I have to say, now go on." Norman said with a smile, then gestures his right hand to the hallway on the left. "And enjoy your school fieldtrip." Norman finished.

Everyone then starts to head down the hallway, but Norman then steps in front of both Peter and Harry, stopping them from following.

"Harry. So, how's the fieldtrip going so far?" Norman asked his son happily.

"Going great dad, no problem at all." Harry informed his father.

"Glad to hear." Norman said to Harry, then turned his attention to Peter. "So, Peter what do you think of Oscorp so far?" He asked Peter.

"I think it's amazing Mr. Osborn, and breathtaking." Peter commented.

"Glad to hear son, glad to hear." Norman said very pleased. Not noticing his son looking a little annoyed. "You know, once you've graduated from college, I'll be more than happy to give you a job here at Oscorp, if you're interested that is, it's up to you of course." Norman assured Peter.

While the thought of working at Oscorp was real enticing, Peter wasn't quite ready to accept something like that yet. "I appreciate the offer Mr. Osborn, but I don't want get to ahead of myself, I want get through college first before deciding where I'll work in the future." Peter said honestly.

Norman, while a little down about his offer for Peter haven't been fully decided yet, Norman understood. Peter was still working through high school life and still deciding his future. While his offer still stands, he also understands Peter is still young and wanting to make time for himself while in college. Norman always saw Peter as both a young genius and a son, Peter was practically like a brother to Harry ever since they were younger, so that made him family in Normans book. He was always there for Harry when it came to helping him with his schoolwork or just wanting to hang out. And seeing the genius Peter is today, he had no doubt whatever Peter decided he would do with his life, it would be something grand.

"I understand, you want to work at your own pace." Norman said with a smile. "Just know, the offer still stands. So, have you decided what college you want go to yet?" He asked curiously.

"Well, I was thinking of applying for S.F.I.T, San Fransokyo Institute of Technology." Peter said.

San Fransokyo Institute of Technology or SFIT for short, was one of the best colleges in San Fransokyo. They taught in many fields of study, the main three were: robotics, mechanical and bioengineering. They had other fields of study, but Peter was aiming for the main three, as well as some anatomy and neuroscience. And Peter couldn't wait to get there.

"SFIT, good choice." Norman approved. "I hear they got some of the best minds there, and I don't mean just the teachers". Norman quipped, making him and Peter chuckle a bit, making Harry a little more annoyed.

"Now you two better get going, don't want you to miss out on the best part of the fieldtrip, the genetics lab." Norman informed, point his thumb down the hall that led to the genetics lab, which their school group was heading towards.

As both Peter and Harry began to walk down to their group, Norman stops his son and speaks. "Oh Harry, just to let know I won't be home until late tonight, I've got some work to take care of." He informed his son.

"Okay Dad, see ya." Harry said, waving at his father for a second as both he and Peter began to walk off to catch up with the group. Norman then walked off down the hall he came from and started heading to an elevator to the Special Projects Division, down in the lower levels.

As Peter and Harry were beginning to reach the school group, Peter asked. "Hey Harry, what college are you thinking of going to?"

"My dad's having me take classes at one of the other colleges in San Fransokyo." Harry informed, clearly not sounding to thrilled about it.

Norman has had Harry working hard in his studies so one that one day he would take over control of his father's company one day and he was going to need all the skills needed to make that happen. Luckily, Peter was there to help him through it when it came to school projects and homework. Harry wouldn't have made it this far if it weren't for Peter.

"Anyway, come on let's hurry before we miss out on the fieldtrip." Harry told Peter, changing the subject as both friends hurried back to the school group, as the group was about to enter the genetics lab.

"There are over 32,000 known species of spiders in the world." Dr. Fudo informed the group as they had just entered the lab with Harry and Peter finally caught up with them.

The school group was in a large laboratory with large white columns, the lab was full of scientist working and examining with a lot of scientific equipment and chemicals, charts and computers. Dr. Fudo was telling them what they have been currently working on…spiders.

In hoping that if they can pass genetic traits of spiders to other species of spiders, they could try to something like this for humans too. Giving them the strength and resistance to fight off diseases that could harm the human body, as well as to provide strength and stamina for everyday use, hence the performance enhancers. But so far, no luck. But still, they're willing to show their work so far on it.

"They are in the order of Araneae, divided into three suborders." Dr. Fudo continued explaining to the group, as they followed her while Peter started talking to Harry.

"Wow, that's amazing!" Peter whispered a little loudly to Harry, as they both continued walking with the group, passing a large electron microscope with scientists working around it. "This is one of the most advanced electron microscopes on the planet, it's unreal." Peter told Harry, as he was clearly amazed by it while Harry wasn't interested continued to walk with the group. Dr. Fudo and the school group then stopped with Peter and Harry up front, in front of many different glass display cases, each containing multiple different species of spider.

"Arachnids from all three groups possess… varying strengths to help them in their constant search for food." Dr. Fudo began explaining more while Peter pulled out his camera, which he brought with him to snap some shots of the fieldtrip for the school paper. "For example, the Delena spider, family Sparassidae, possess the ability to jump far distances to catch its prey." She said, as said spider was crawling on a small branch and then jumped gracefully six inches to another small branch.

Peter held up his camera for Dr. Fudo to see and asked. "Can I, for the school paper?" While some of the group chuckled a little at the question, Dr. Fudo nodded approving of Peter's request. As Peter was about take a picture of the spider, one of Flash's buds bumped his shoulder into Peter's, causing him to mess up his shot, Peter turned around looking a little annoyed even Harry as he saw that, while Flash's bud looking around staring into space while whistling, clearly trying to make it look like he didn't do anything.

Dr. Fudo starts to walk to another display case with the group following her, as she leaned forward a little bit in front of the display case and started to explain the next species of spider they had. "Next, we have the net web spider, family Filistatidae, genus Kukulcania." She explained, as she then turns around and starts explaining more. "Spins a funnel-shaped web whose strands have a tensile strength… proportionately equal to high-tension wires used in bridges." She informed the group, as the spider was pulling a bunch of dead crickets tied up into a cocoon by a thick strand of webbing while climbing up to its web.

Peter was about to take a photo of the other spider, but Flash's bud bumps his shoulder into Peter's again, this time before Peter could take the shot, this annoying both Peter and Harry more.

"Leave him alone." Harry warned Flash's bud, getting a little protecting of Peter.

"Or what?" Flash's bud dared.

"Or his father will fire your father." Flash teased, sounding like he was talking to a baby. His friends high fiving each other at his teasing, annoying Peter.

Flash then grabs Harry by his jacket with a smug look. "What's Daddy going to do? Sue me?" Flash asked arrogantly.

Mr. Allen then steps in, seeing something up with them and asks. "What is going on?" sounding aggravated, the others trying to look like nothing was up. "The next person who talks will fail this course." He warned. "Now, let's go." He ordered them, they then started to walk towards the group, who had followed Dr. Fudo while they were arguing, as Dr. Fudo began explaining the next species of spider to the group.

"This grass spider, hunts using reflexes with nerve-conduction velocity so fast that some researchers believe it borders on precognition." She explains to them. "An early awareness of danger, a… spider-sense" She simplifies and finishes, as Peter, Harry and the others made it back to the group.

"Man, those guys are jerks." Peter said to Harry who nodded in agreement, as they walked over to a glass display case with cubicles, holding multiple different species of spiders in it.

"Hey, look at that spider." Harry said to Peter, pointing at the said spider in the display case, which was just sitting on its web.

"You know…" Peter began "Some spiders change colors to blend into their environment." He said to Harry. "It's a defense mechanism." Peter explained, as Harry didn't look interested.

"Peter, what makes you think I'd want to know that." Harry asked his friend, sounding uninterested and began to walk off back to the group, Peter following.

"Who wouldn't?" Peter questioned.

They both made it back to the group as Dr. Fudo then started speaking "Over five painstaking years, Oscorp's genetic research facility…" She said explaining to the group as she led them to another display case with fifteen cubicles in it with other spiders in it, while Peter and Harry had stopped to start talking again.

"I can't believe all this will be yours someday, Harry." Peter said to his best friend amazed.

"Yeah, me either." Harry said sarcastically, as he walked back over to the group, leaving Peter behind.

The thought that Harry would one day run Oscorp was something Harry was not to thrilled about. Harry wasn't sure he was going to be ready to take over Oscorp when his father retires, that and he just wasn't interested in this stuff as Peter was. But, if it would make his father proud, then he might as well give it a shot.

Harry's father was always busy, whether at Oscorp or on the phone at home. Norman never really had enough time for Harry, sure he was there to check up on him a few times to see how he's doing, but he was rarely there for him. Of course, Harry understood, his father was a busy man, and he knew was doing most of it to help provide for him, which he was grateful for. But still, Harry wished his father was there for him more.

Harry was snapped out of his thoughts, as he heard the voice of Dr. Fudo, who was still standing next to the same glass display case and speaking to the group.

"With these DNA blueprints, we have begun what was once thought impossible." She informed them, as Harry joined back in while Dr. Fudo continued speaking.

Meanwhile, Peter was walking towards the group with his camera out, while looking around and taking photos of scientists and what they were working on, then stopped right next to a column behind the group and listened as Dr. Fudo continued speaking.

"… combining the genetic information from all three spiders." She said, while holding he hand out and pointing it at the display case. "… into these 15 genetically altered super-spiders." Dr. Fudo stated.

As Dr. Fudo finished, a slim female student with long brown hair and eyes, tan skin, wearing a long-sleeved green shirt, dark blue jeans and red high heels, noticed something off about the display. There was an empty cubicle in the case with just webbing inside. "There's only 14." She said to Dr. Fudo.

"I beg your pardon?" Dr. Fudo said confused.

"One's missing." The female student said, pointing to the empty cubicle in the display case, as Dr. Fudo walked over to see for herself.

Unknown to everyone, a large web was scene hanging from the ceiling attached right next to a column… the same column Peter was right next to.

"Hmm." Dr. Fudo hummed, wondering what happened to the spider, then turn her head to the female student and spoke. "Well, I guess the researchers are still working on that one for further study." She assumed. "Now come, there's much more to show you." She told the group, as they all walk off leaving unknowingly leaving Peter behind.

Peter lost track of everything as he started taking some photos of the lab after the female student pointed out the missing spider to Dr. Fudo. As Peter was taking a few more pictures of the laboratory, he didn't notice a small spider with a blue abdomen and red accents around it, started slowly make its way down to him by its webbing.

Peter was done taking photos when he notices that Harry and his school group was gone and started turning his head around looking for them, as he was looking around the spider slowly and gently made it down to Peter, landing on his hand.

"Where'd everyone go?" Peter asked himself, as the spider slowly moved around on his hand unnoticed, when the spider stopped moving, the next thing it did would change Peter's life forever. The spider then viciously bit into Peter's hand, sinking its fangs deep into Peter's flesh!

"Owww!" Peter whispered loudly in pain, in response he smacked whatever it was that bit him on his hand, it then landed on the floor close to Peter who then bent down and looked at what had bit him… it was a spider, already dead. Probably the same spider that wasn't in the display case earlier, Peter wondered how it got out.

Peter then stands up and looks at his hand, he sees the small bite mark with a little blood leaking out of it, "Hope that spider wasn't poisonous." Peter thought to himself, but seeing how he still felt fine, he just assumed it was nothing serious.

"Hey, Pete!" Shouted the voice of Harry, snapping Peter out of his thoughts and looking towards is friend, who was waiting and holding a door open. "Come on, your falling behind." Harry informed his friend; Peter then starts to walk quickly towards Harry.

As Peter left, a large computer screen showing the three species of spider that Dr. Fudo was talking about earlier with different strands of DNA displayed on the bottom, one red, one green and one blue. The screen then changes as the DNA strands from the spiders are then added on to an empty white DNA strand, creating a new strand of DNA, listing the combine abilities of the strand:

Spider Strength Jumping Speed Stamina Spider-Sense Agility Pre-Cognition Self-Heal

Then ending with 'New Species Complete', and finally displaying the spider that bit Peter right next to the DNA strand, labeled 'New Species'.

Oscorp Lower Levels: Special Projects Division, Lab C35

In a large room/testing area with bright lights on, a bald test pilot is seen wearing black, yellow lensed goggles with large, green silver lined earpieces that completely covered his ears and was wearing a shiny, metallic bodysuit with gauntlets on his wrists, while standing on what looked like a silver colored, hang glider with an aerodynamic shape, sharp wings, a rocket thruster and equipped with small missiles on a platform.

The test pilot lifts his left arm up in front of him, the gauntlet on his arm then opens revealing a touch screen displaying the suit he was wearing and a list of commands right next to it. He presses 'Activate Glider' on the command list, turns on the glider and begins floating in midair. Then starts flying it around the testing area, leaving a trail of smoke coming out of the thruster wherever it flew.

As the test pilot was flying the glider around the test area, in a large viewing room were some security guards and scientists with Dr. Strom among them, along with some men and women in different business suits, one of them bald and in a wheelchair and some in general uniforms.

The room was a laboratory, full of lab equipment, chemicals and it had a gas chamber installed to help delivering serums through inhalation. Some of the scientists were examining the readings on the test pilot and the glider on some computers and tablets, as Dr. Strom was currently speaking to a general, a man looking like he was in his fifties, with brownish gray hair, blue eyes, and wearing a dark green uniform and brown dress shoes, while holding his peaked cap hat in his left arm, this was General Slocum.

"We've solved the horizon glide and the multi-G balance issues." Dr. Strom explained to General Slocum while pointing his hand at the glider, General Slocum didn't look interested in it.

"I've already seen the glider." General Slocum replied to Dr. Strom. "That's not what I'm here for." He informed Dr. Strom.

As General Slocum spoke to Dr. Strom, Norman Osborn came in through an advanced metallic steeled door, wearing a lab coat with a black long haired female assistant walking right next to him wearing a black dress business suit. "General Slocum, good to see you again." Norman addressed himself with a smile, gaining everyone's attention in the room, as he and his assistant stopped at a railing. "Mr. Balkan, Mr. Fargas." Norman greeted to two of the heads of Oscorp's Board of Directors.

"Norman." Mr. Fargas, the bald man in the wheelchair greeted back with a small smile.

"Mr. Osborn." Mr. Balkan, a man with white hair and mustache replied.

"Always a pleasure to have our board of directors to pay us a little visit." Norman said, as he and his assistant made their way down to them, passing a security guard and walking down some steps.

"I want to see the progress report on human performance enhancers." General Slocum said, wanting to get to the point why he's here. As he turned around and began walking with Dr. Strom following.

"We tried vapor inhalation with rodent subjects." Dr. Strom started explaining to General Slocum, as Mr. Balkan and Mr. Fargus started following them, with Balkan helping push Fargas' wheelchair. "They showed an 800% increase in strength." Dr. Strom finished, as Norman caught up with them and the test pilot was coming in for landing, with some scientists waiting for him.

"800%? That's excellent." Mr. Fargas said, sounding impressed, as he and Mr. Balkan continued following them.

"Any side effects?" General Slocum asked, wanting to make sure the enhancers were safe to use on humans.

"In on trial, yes." Dr. Strom said honestly sounding a little nervous, while lifting one finger.

"It was an aberration." Norman interrupted Dr. Strom. "All tests since then have been successful." Norman finished.

"And in the trial that went wrong, what happened?" General Slocum asked, as he stopped, causing everyone else who was following to stop, then turned around giving a questionable look at Dr. Strom, as did Norman. "What were the side effects?" He questioned Dr. Strom.

"Violence, aggression…and insanity." Dr. Strom listed, sounding uneasy.

"And what do you recommend?" General Slocum questioned again.

But, before Dr. Strom could respond Norman stepped in. "That was only one test." He said to General Slocum, while looking at Dr. Strom, then turning to the General. "With the exception of Dr. Strom," Norman began, pointing his thumb at Dr. Strom "Our entire staff certifies the product is ready for human testing." Norman finished sounding positive, with a smile and his arms folded behind his back.

General Slocum was not convinced, he knew how Norman worked sometimes. Selling products before fully testing them which led to some unfortunate accidents, and he wasn't going to risk any of his soldiers' lives to Norman's work. And for the past few months he's had doubts about Osborn's performance enhancers becoming promising, and if Osborn's performance enhancers don't make any good results, he'll pull their funding.

"Dr. Strom?" General Slocum asked skeptically.

Dr. Strom then took a step forward, as Norman looked at him. "We need to take the whole line back to formula." Dr. Strom answered, being honest with the General, who then exhaled sounding unpleased and turned around, Norman looked at General Slocum then back at Dr. Strom looking not pleased.

"Back to formula?" Norman questioned Dr. Strom, sounding tense and stepping forward a little causing Dr. Strom to step back some.

"Dr. Osborn." General Slocum called out, gaining Norman's attention who turned around to face General Slocum. "I'm going to be frank with you," General Slocum began. "I never supported your program." General Slocum said with no sympathy with his hands folded over in front of him while holding his hat, gaining an upset look from Norman. "We have my predecessor to thank for that." He finished.

"Norman." Mr. Balkan interjected. "The General gave the go ahead to Quest Aerospace to build a prototype of their exoskeleton design, they test in two weeks." He told Norman, who looked a little shocked.

"And if your so-called performance enhancers have not had a successful human trial by that date, I'm gonna pull your funding… and give it to them." General Slocum warned, while Norman looked down, he then put his hat on and started to take his leave. "Gentlemen. Ladies." He called out to the other generals who then followed him out. The other scientists decided to give Norman some space and left him alone in the lab.

After they left, Norman still standing in the same spot, was in deep thought. Everything he worked hard for, everything he sacrificed, everything he's built his life on, he was going to lose it all. Everything he's ever done was for his company and son. And now he was going to lose it all?

No, no he wasn't.

He then looked at the exit that General Slocum and the others left through and then gained a serious look.

Norman then started walking over to the other side of the room where they kept the performance enhancers, they had kept in a glass cabinet with metal handles, then opened it and pulled one out and examine it. The green liquid in the metal capped glassed canister that was 10 inches long and labeled 'CX. 00009' with the Oscorp logo on the far lower left side of it.

Norman looked at the canister closely, looking at it with a look dark look in his eyes. He wasn't going to lose his company, no. He was going to save it, no matter what price he must pay, he will save his company. Even if he has to walk bare foot through hell to do it.

Parker Residence

"And the Lord said, "Let there be light." Ben spoke as he was standing on a step stool ladder, putting in a new lightbulb in the kitchen and just finished putting it in as it lit up. "And voilà! There is light." He quipped as he started putting the light bulb cover on.

"Thank you, Ben. The Lord will be thrilled." May thanked Ben. "Just don't fall on your rear." She warned him, as he started stepping down the ladder while she was cooking dinner.

"Ha! I've been putting light bulbs and climbing down ladders for years, May." Ben laughed a little at her warning. "It hasn't killed me yet." He told while taking the ladder and folding it up, then placing it behind the trash can, right next to the back door.

"Can you hand me that dish over there?" May asked him, pointing over to the dishes she sat earlier by the sink for dinner, where Ben had finished drying his hands off after washing them.

"Which one?" Ben asked.

"The red one." She answered.

Ben then grabbed the dish and handed it to her, then head towards the dining room table and sat down in one of the chairs. He then opened a newspaper that he grabbed from the kitchen a minute ago and started reading it.

"They're still talking about that fire that went down at that college two weeks ago." Ben said to May, as she came out caring a large pot with the lid on it holding their dinner while wearing oven mitts. "What do they call that place, SFAI?" He asked.

"SFIT." She corrected, as she placed the pot down on top of a hot pad on the table.

"Oh, yeah." Ben remembered.

Two weeks ago, there was a fire down at San Fransokyo Institute of Technology, no one really knows what caused the fire in the first place, the forensics lab was still having trouble figuring it out. What's worse is that the fire caused an explosion inside, taking two lives that day; Professor Callaghan, a robotics expert and teacher down at SFIT and Tadashi Hamada, a student who went inside to try and save him. There was a funeral a few days later after the fire, honoring the memories of both the good teacher and student who lost their lives that day.

Ben continues to read the paper and then sees two pictures of both Professor Callaghan and Tadashi Hamada.

Professor Callaghan: a middle-aged man, with grey hair, blue eyes, looked slightly wrinkled and was wearing green sweater vest over a blue long-sleeved shirt with the sleeves rolled up.

Tadashi Hamada: a tall, slender, slightly strong build teenage boy. He had black hair and brown eyes and was wearing a black baseball cap on his head with a red-and-gold San Fransokyo ninja lettering on it and a green biker jacket over a white T-Shirt.

Ben felt sorrow in his heart as reads in the paper that Tadashi Hamada had an aunt and little brother, who were there when the fire took place, but safely outside though. And from what it looked like to Ben as he continued to read the paper, the boy and his aunt were both taking it hard after the loss of their beloved family member.

"Poor family." Ben thought, it was sad learning that someone was suffering the loss of a loved one. It reminds him of what happened to Peter's parents and how he lost them when he was younger, if anyone understood what it was like to lose someone close to you at a young age, it was Peter.

Speaking of which, the sound of the front door opening snaps Ben out of his thought's, as he sees Peter come through it and closing it.

"Hi, Peter." May said to her nephew, as she was just setting up the table, when she saw Peter come in. "Your just in time…" She began, but stopped as she was done setting up the table and then look at Peter, who looked a little pale as he was heading towards the stairs. "…In time for Dinner." May finished what she was saying, sounding and looking a little worried for Peter.

Ben noticed this to, "Hey, how ya doing buddy. You ok, Peter?" Ben asked looking a little concerned of his nephew.

Peter wasn't sure what was wrong with him, after the fieldtrip at Oscorp was over it was time to head home. But the moment Peter left, he started feeling sick and he wasn't sure why. Maybe he caught a bug from someone, ate some food that he didn't know gone bad or who knows what. He thought it was the spider bite but thought that if the effects were going to kick in, they would've started the moment after the spider bit him. So, he decided the moment he got home he was going to sleep it off.

"Uh, I don't feel so well." Peter told both his aunt and uncle as he was about to head up the stairs. "I'm gonna go and get some sleep." He said to them, as he started to slowly walk upstairs.

"You don't want a bite?" Aunt May asked, still slightly worried.

"No thanks, had a bite." Peter told his aunt, not referring to food.

"How was the fieldtrip, did you get any pictures?" Uncle Ben asked, while still sitting down.

"Yeah, I'll show you when I'm feeling better." Peter called from upstairs, as he went into his bedroom and closed the door.

Ben and May then look at each other with looks of worry on their faces.

"I hope he'll be okay." May said, worried for her nephew.

"I hope so too." Ben said back, just as worried for Peter as was May.

Both not knowing what was really happening to Peter.

The moment Peter got in his room, he took of his glasses and sat them on his dresser, and then took off his clothes and changed in just a pair of blue-plaided pajama pants, not bothering to put a shirt on.

As he was about to get in bed, he started burning up and feeling sweety a little, he felt like every cell in his body was on fire, he wiped some of the sweet off his forehead a little and then started feeling really dizzy. He then falls and lands on his bed hard, then rolls off his bed and onto the floor, but not before grabbing a red blanket to cover himself up with as he falls deep into sleep.

As Peter sleeps, he hears the voice of Dr. Fudo from the fieldtrip, speaking in his head. "In this recombination lab," Dr. Fudo's voice began, as Peter clench onto the blanket close to his chest, revealing the swollen spider bite Peter now had, "we use this to synthesized transfer RNA to encode an entirely new genome, combining the genetic information from all three" Dr. Fudo's voice continued, as Peter dreams of flashes of spiders, making screeching noises appearing in front of while he sleeps, making nervous breathing noises "into these 15 genetically altered super-spiders." The voice of Dr. Fudo finishes, as Peter dreams more of flashes of screeching spiders.

In Peter's body, blood cells are seen multiplying and flowing fast through Peter's blood stream, strands of DNA are seen changing, altering looking different but still the same and finally brain cells are seen surging like crazy through Peter's mind.

By the time Peter awakes from his sleep, his life would never be the same.

Oscorp Industries, Lower Levels, Special Projects Division, Lab C35

Meanwhile at Oscorp, after everyone left for the night, Norman Osborn and Dr. Strom were the only ones left in the building.

After the meeting with General Slocum, Norman decided that tonight he would go and proceed with testing one of the performance enhancers on a human test subject.

Himself.

Norman had already informed Dr. Strom about his decision, who was currently trying to talk Norman out of it for the past 45 minutes, while Norman was prepping the gas chamber for testing.

"Mr. Osborn, please." Dr. Strom begged, as Norman just pulled out one of the canisters of the performance enhancers out of the glass cabinet and then installed it into a device to help disperse it as gas in the chamber. "The performance enhancers aren't ready." Dr. Strom told him. "The data just doesn't justify this test." He protested, but Norman just ignored him.

Norman then starts to type in some settings on a computer and put in some commands.

"Now, I'm asking you one last time. We can't do this." Dr. Strom pleaded, gesturing to the gas chamber.

"Don't be so hesitant, Dr, Strom." Norman started. "This is what science is all about, sometimes you have to take risks in order to make a breakthrough." Norman stated, then walk toward a table with metal bar clamp restraints with Dr. Strom following him and starts unclamping the clamps.

"I know, but please Norman." Dr, Strom begged. "Let's just take the enhancers back to formula and correct the flaw, it'll only take two weeks." He protested.

"Two weeks! In two weeks, we'll have lost the military contract to Quest Labs and Oscorp will be finished." Norman disproved, as he started to take his shirt off. "Get me the chloropromoparazine." He ordered.

"What for?" Dr, Strom asked.

"It's a catalyst for when the gas hits the blood stream." Norman explained, Dr. Strom then grabs a brown glass vial from a table, opens it and hands it to Norman.

Norman eyes the vial for a moment before he said. "2,000 years of human evolution and we are just starting to scratch the surface." He then drinks the whole vial in one gulp and sits it on a table. Norman started getting on the table and laid down, Dr. Strom helps restrain him with the metal clamps.

"Oh, that's cold." Norman complained lightly when the clamps were set on his chest.

Dr. Strom walks over to a computer and begins typing, the computer showed a "Do you wish to proceed?" Button on it, Dr. Strom was hesitant about it for a minute, but he knew if he didn't go through with this, he would lose his job and he couldn't risk that. So, he then clicks on the button and causes the table Norman was on and slowly enters the gas chamber. The canister inside the dispersal device started to empty out into a green gas inside the chamber and surrounds Norman, blocking him from view.

Dr. Strom directs his attention to a monitor displaying Normans heart rate and a 3D picture of his body. The computer started beeping showing Normans heart rate increasing and the 3D image showing his muscles growing and becoming muscular.

Dr. Strom was still monitoring Normans increasing heart rate on the computer, beeping much faster, when suddenly he started to hear screaming coming from the gas chamber and saw Norman convulsing and screaming in pain while his eyes looked pure white. "Good lord!" Dr. Strom shouted in shock, he quickly presses an emergency button, causing vents to open in the chamber and suck in the gas. Dr. Strom sees Norman stop shaking and passes out, he looks at the monitor and notices Normans heart rate had stopped. "Norman!?" He shouted in fear, he types on the computer and opens the gas chamber and runs inside it to help Norman.

Dr. Strom then unclamps the restraints and starts to give Norman CPR chest compressions to try, and jump start his heart, but so far, no success. He kept trying repeatedly until a minute had passed, he was about to give up, when suddenly his attention was drawn to the monitor which started beeping fast like a fire alarm.

Norman's eyes then shot open; Dr. Strom turns around to face Norman and before reacting, Norman grabs him by the throat in shock and lifts him up to his face with incredible strength. Norman then stares at Dr. Strom for a moment with an intense glare, the good doctor was completely terrified at what Norman was doing, Norman then brings Dr. Strom to his face and whispers three words in a menacingly tone to him.

"Back to formula."

Norman then throws Dr, Strom through the front gas chamber window, and crashes into a desk with a computer and vials of chemicals, destroying it and causing the computer to catch fire, then falling unconscious.

Norman then leaps off the table and onto the shattered window like a mad man with a sadistic evil smile on his face and making a hissing sound before attacking Dr. Strom once more.

Something else was in control of Norman Osborn that night, and whatever it was, would soon spread madness and chaos to all of San Fransokyo.

Hey guys, so sorry it took me this long to finish this chapter, I've just been busy at work needed to wind down you know. Anyway, let me know in comments what you think of this chapter, oh and check out my fanfic trailer for The Proud Spider-Girl and see what you think, it's a crossover fanfiction of Spectacular Spider-Man and Proud Family. I promise I'll work on another chapter as soon as possible. Peace.