Alright so sorry it took so long to get around to making chapter 2. I was brushing up on my spider-man knowledge and doing a bit of planning ahead that and life and work have had me pretty drained but anyway here we go hopefully this will get a little further into things and introduce more characters and also be a bit longer. Also just a heads up I am planning on trying to use a few of the lesser known villains a bit at least starting out.

As Peter opened his eyes his vision slowly began to return to him. He started looking around to investigate his surroundings. He was in a large office filled with different artifacts, awards, and several shelves filled with books and research binders. The last thing he remembered was a pinching feeling and collapsing to the floor of his parent's old OSCORP lab.

"Ah, thank god you're awake." Exclaims a raspy voice from behind him. Peter got up from the couch he had been sprawled across and turn to see an elderly man in a pristine business suit. The man had medium length brown hair that was combed towards the back of his head. His face was stern and aged but his eyes were full of youth and curiosity that gave off a piercing cold gaze like a predator sizing up its possible prey.

"That little fainting spell down in the genetics lab was quite concerning, K.A.R.I. started having glitches in her projection programing from being so worried." Informed the man.

"Who are you? Where am I?" asked Peter as he slowly stood up.

"Oh, forgive me. Osborn, Norman Osborn."

"I'm in the Norman Osborn's office?!" asked Peter in disbelief as he began inspecting a strange metal artifact displayed in the office.

"That's right, I knew your parents quite well so when I was informed that you were in the building and had gone unconscious I had you brought directly here." Explained Norman. He walked over to stand side by side with Peter. "So how are you feeling?" he asked. Something about the tone of his voice and the cold, calculated curiosity in his eyes gave Peter the instant urge get away no matter the cost. He began having a constant pulsing shiver down his spine, it was as if his mind was thinking at light speed and everything else was in slow motion as he instinctively took notice of every possible escape option and every detail in the room. He stepped closer to the door and tried to shake the feeling.

"I'm fine, thank you for your concern but I really should be getting outside to meet my uncle he is probably waiting." He said trying to keep the desperation out of his voice.

"Ah yes, do give May and Ben my best it has been so very long since we last spoke." Said Norman.

"Will do." Peter responded as he quickly exited the room and went down the hall to find an elevator.

A figure stepped out from the shadows of the immense office. "I want you to keep an eye on this one, get close to him see if anything….spectacular happens." Norman ordered the figure as he nodded and exited the room after stuffing a few books in a backpack.

When Peter finally got out of the building there was Uncle Ben leaning against the side of his faithful 1984 Camaro. That car was his pride and joy, he had owned it since it was brand new and it was debatably his most prized possession.

"So how was the tour?" he asked smiling.

"It was…interesting." Replied Peter. He was too lost in his own mind to muster up more of a response. He wished he could sit there and tell Uncle Ben that the trip had answered all the questions he had ever had about his parents, but in reality his experience at OSCORP had just plant a million more questions in his mind.

"Alright alright, you don't want to talk about it all right now I get it." Laughed Uncle Ben. He started the car and the headed back to their quiet suburb.

When they got home Aunt May was just finishing dinner in the kitchen. "Oh thank goodness, I was just hoping I wouldn't have to turn my masterpiece into a load of microwaved crap."

Good ole Aunt May, nobody was prouder of their cooking than she was. In her mind there's no such thing as leftovers because food is not meant to be stored and reheated. That night it was her famous spaghetti and meat balls. As everyone sat down for the meal she kicked off the conversation.

"So did you find anything interesting on your tour?" she asked.

"Umm, you could say that." Said Peter as he piled a mountain of meat and pasta onto his plate.

"Well, share already did you meet anyone interesting like that guy that you idolize."

"No, not him but I did actually meet Norman Osborn…" there was dead silence across the table that gave Peter chills the minute the name left his mouth.

"And what did Mr. Osborn have to say?" asked Uncle Ben with a cynical tone.

"Not much really but he did say to tell you guys he says hello….I didn't even know you knew him." Said Peter subtly digging for more info.

"He was always close with your father ever since they were in school together getting their Phds together."

"He was always so nice and gave your father his first big chance in the science world." Kicked in Aunt May.

"That may be but when your parents disappeared he gave nothing towards the search effort or helping and comforting us in anyway, he didn't even acknowledge the event." Said Ben.

"Why must you always be so harsh on him, he is a very busy man." Said Aunt May in defense of Norman.

"That may be true, but people like that have responsibility." Argued Ben "It's just like your grandfather always used to tell Rick and I, with great power comes great responsibility." After that it was pretty obvious that the conversation on Norman was over.

The rest of the dinner went by pretty uneventful other than Peter eating five full plates of food and a double helping of dessert. Afterwards he headed straight up to his room. He was feeling unbearably tired", light headed, and slightly nauseated. The minute he entered the room and locked the door he collapsed onto his bed, sweating and shivering he quickly drifted into a deep sleep.

A wave of relief washed over Peter when he finally woke up. He had faint visions of the spiders that had haunted his dreams the entire night. Looking at the clock, he rushed to start getting ready. It was already 7 o'clock and he had 20 minutes before his first day of school started.

He ran to his bathroom and quickly showered and got dressed. Aunt May was just about to knock on the door when he burst out with only one sleeve of his shirt on, his belt undone, and a tooth brush loosely sticking out of his mouth.

"Well it's about time." Said Aunt May "I was about to come in with the garden hose and spray you down." She obviously was a bit disappointed that he was up before she had the chance.

"No time to talk, gotta go." Said Peter as he rushed past her.

"Come on, I'll give you a ride." Offered Uncle Ben.

"No it's fine I can make it on my own."

"Alright, but if you get detention for being late on the first day I'm not bailing you out."

Peter waved off the warning as sped out the front door and jumped onto his skateboard. By the time he got to the school the front lawn was empty. Luckily he got through the doors just as they began to close. He quickly glanced at his schedule and rushed through the halls. He could see the class just ahead when suddenly a big buffed up arm shot out and nearly knocked him to the ground, but his suddenly instantaneous reflexes stopped him just in time.

"Whoa, what's the hurry Parker?" asked Flash Thompson in his cocky jock attitude that he always tossed around. Flash was one of the heads of the school hierarchy at Middleton, but lucky for Peter when it came to being the school bully Flash was all talk most of the time. The truth is Flash was one of those people that grew up trying act tough but he was actually a pretty fragile guy. It was pretty common knowledge that his father was an abusive drunk and his mom had died in a drunk driving accident because of it. What most people didn't know was that Flash had been in the car when it happened. Peter and Flash had always had an odd relationship, Flash would seemingly pick on Peter and act like the bully or the enemy but when it really mattered he was usually there as a good friend to have protecting you.

"Flash I don't have time for your games today so how about you just right down your insults and beatings and I'll take it as a rain check or an IOU or something." Peter suggested as he quickly tried to step around the bulky mass of muscle and clothing. Flash's arm shot right back out and hit the lockers.

"You think you're some kind of comedian now do ya?" asked Flash sounding irritated.

"Well you know I dabble."

"Alright well I got a joke for ya funny guy, it's kind of long so I think I'll just skip straight to the punch line." He started to pull back his fist but it was quickly caught from behind him. When Peter looked up to see who had just saved him from the first black eye of the year he saw that it was some stranger. The guy was the same age as Flash and Peter, he had dark hair that was mess but neatly kept at the same time and dressed like some soft grunge hipster that see in pictures on blogs.

"Whatever, I don't have time for you right now anyway." Flash said as he pulled his hand away and huffed off to class.

"Well he sure is pleasant." Said the new boy.

"Eh, he isn't all bad he just has a lot of issues and takes his stress out on everyone else." Said Peter defending his frenemy.

"I can definitely understand that, anyway I'm Harry." He said holding his hand out.

"Peter," Peter shook his hand and they started walking over to the classroom "so are you new here?"

"Yeah I used to go to some private inner city school but it just wasn't working out and my father thought public school in the suburbs would be a positive change."

"I swear I will never understand the way rich parents think." Peter joked as they both walked into class laughing. The sat down next to each other in the back of the room. Peter looked around to scope out how his first class would be. There were a few of the cheerleaders, some jocks, but a majority of the class were just the average people. Then there was Gwen Stacey, of course sitting front and center as usual. Gwen was the straight A, super nice to everyone, super attractive kind of girl that everyone wanted to be friends with. She had the kind of beauty that was completely natural with little make up and a simple wardrobe, that tied with her brains and personality made her one of the most desired girls in the school. Peter had had a huge crush on her since the 3rd grade and of course since she was in this class there would be no chances of him ever paying attention. Lucky for him it was a simple biology class so he could ace it without even trying.

Just as the bell rang the teacher walked in, he must have been new because Peter didn't recognize him at all.

"Hello class, I am Dr. Otto Octavius and I will be your new instructor for this science class. Now I know that this is listed as a simple biology class but seeing as my expertise is focused on mechanics and bioengineering I will be inserting many points from outside the curriculum. I also wish that you all understand that I am not a simple high school instructor, I am merely teaching this class both as a favor to your principal and in the hopes that your young minds will be molded by my teachings and help you to create a better tomorrow." After rambling on for another twenty minutes about his background and how he knew the principal and a bunch of other useless information, the doctor finally started roll call. Just as he was starting to call Harry's name the bell rang so he didn't even get to finish. All of the students rushed out of the class picking up the syllabus as the left. Just as Peter was reaching to grab one his hand collided with someone else's. He looked up awkwardly to see who it was and of course it was Gwen. His legs turned to jelly and his tongue felt like it had inflated to ten times normal size. When he finally tried to say something all that came out were blobs of jumbled words.

"Oh, I'm sorry." Gwen said laughing as she hand him a paper. "Here you go Peter." She said with a smile.

"Thanks." Peter said finally finding actual words.

"So how was your summer?" she asked as they walked out of the class room together.

"Oh, umm well you know it was just ya know stuff." He said awkwardly trying to stay balanced as they walked.

"Sounds like fun I love stuff." She said laughing and smiling "Well I have to go but maybe we will have some more classes together or I'll see you later or something." She said as she started to turn the corner.

"Yeah totally I'll see you later." He said waving. As she walked away with one of her friends they started talking and giggling and looking back. Peter could feel his heart nearly beating straight through his chest when a hand clamped down on his shoulder sending a surge of chills through his body.

"Woooww, stuff so interesting please do teach me your ways mister smooth talker." Harry teased as he turned to open his locker.

"Oh shut up." Peter laughed as he walked off to class.

After a few more classes it was finally time for lunch so Peter headed out to the courtyard. As he walked with his lunch to sit down he had this constant sinking feeling in his chest and chills down his spine like when he had met Norman. A surging instinct that he needed to get out of there before something bad happened. Just then he found himself pushed face first to the ground. When he rolled over he saw Flash and his goons standing over him.

"Alright Parker time to collect on that IOU." He said as he sent his fist rushing towards Peter, who was now on his feet. At the last minute an impulse rushed through Peter's body and he dodged Flash's fist with lightning speed. With the same speed he reached out, grabbed Flash's arm, and tossed the quarterback over his shoulder and onto the ground. Flash was on his back so fast that nobody even knew what had happened. It was like something you would see in some scifi ninja movie. Everyone was standing speechless as Flash tried to regain his breath.

"What the hell Parker?!" he yelled in between gasps.

Peter just turned to leave the courtyard, he was even more confused than the crowd that had gathered. Just as he started to walk away he came face to face with Principal Lee. The old man simply handed him a note to report to his office and walked away.

A few minutes later Peter was sitting in the office of the eccentric little old man that was Principal Lee. The man had to be at least in his late 70s but was fit as horse. Not only was he the principal but he also coached a majority of the sports teams and instructed a health and wellness class at the school which included nutrition lessons and yoga. He always insisted that people just call him Stan but very few people were daring enough to do it. Finally he turned his chair around to face peter.

"Alright son here's how I see it, this is the first day so I'm gonna cut you some slack plus I would much rather go golfing after school than babysit you in detention."

"Thank you so much Principal Lee, I promise it won't happen again."

"Please call me Stan, now I'm not finished you aren't getting out of here without a lecture." He insisted. Mr. Lee was famous for simply using unbearably long lectures as punishments insisting that the best discipline was a few words of wisdom. "Now son this is a very important time in your life. Everything is about to start changing, you'll gain many new friends and enemies as well as lose a few along the way, but the one thing you have to remember is that you have a great responsibility not only to yourself but to everyone around you to the best you can and try as hard as you can at everything." There it was again another lecture about his life changing and a cloud of responsibility over his head as if he had the entire weight of the world resting on his shoulders.

As he left school that day he decided to take the long way home and go down to the old industrial yard where he had his own little skate park set up and also did a lot of his best thinking and photography. All he could think about is how he had almost gained this new instinct or sense that seemed to alert him and anything unexpected or dangerous happening around him. How was it that this one sense could suddenly take total control of his reflexes making them act with lightning speed and since when did he have the strength to lift a bulky quarterback like Flash and toss him over his should and to the ground knocking the wind out of him. Maybe it had something to do with the incident at OSCORP in his parent's lab. Either way he was excited to test the limits and explore these new abilities. When he got to his hideout he began doing stunt after daring stunt, pushing the limits more and more each time as become familiar with his new and almost precognitive sense. He found that his speed, strength, and reflexes had all be suddenly and drastically increased. He was swinging from chains and jumping off walls, doing stuff that he had seen even experienced parkour runners and gymnasts object to. Sometimes it seemed as if he was almost sticking to the wall like some kind of insect. As he continued to test his new found abilities Peter began to lose track of time completely becoming totally intrigued.

As Norman sat in his spacious office staring out over his kingdom of a city, he noticed an email alert pop up on his holographic computer screen.

"KARI, please open and read me that email."

"Yes sir, it is an update about the Parker boy. Your monitor is reporting that the boy is showing significant signs off genetic dual sequencing success."

"And just what are these signs of successful dual sequencing specifically my dear."

"Increases in speed, strength, and agility as well as heightened senses that have resulted in near precognitive reflexes."

"Good good, send a response tell them to continue observation and be prepared for us to send in subjects to test these abilities and see how the boy will use them. I would like to see just what he is capable of when pushed to his limits."

"Right away sir, which subject should I send first?"

"hmmm, start him off easy send in Fagan he should be able to start a nice little panic." Said Norman menacingly as returned to gazing upon the Manhattan skyline.

Finally Peter began to notice how late it had gotten so he came down from the wall that he had been clinging to and pulled his phone out of his backpack. When he unlocked it he noticed several text messages and missed calls from his aunt and uncle. He quickly dialed the phone to listen to the single voicemail message from Uncle Ben.

"Peter this is your uncle, where in sam hell are you? Your aunt is getting worried so I'm going out to look for you. Call me when you get this message." It was very rare that Peter heard Uncle Ben sound as angry as he did in that message so he quickly dialed his number but it went straight to voicemail. After a few more tries Peter started heading home and figured he would end up running into Ben at some point on the way.

When he was about half way home Peter got that chill down his spine that he had recently come to associate with danger. The next thing he knew he heard two gun shots go off and a sketchy looking man with a leather jacket and a red beanie came running around the corner and bumped right into Peter. He tried to get a good look at the man before he ran away. The guy had greasy blonde hair and big star tattooed across his neck. Peter then ran around the corner, his heart was pounding as he saw a figure laying on the sidewalk and people in the distance running to help. Peter ran to the figure and as he got closer the entire world went dark and began to crumble around him. All he could hear was the sound of blood pumping through his body and the stuttered breath of his Uncle Ben as the man lay on the ground bleeding out. Peter suddenly noticed he was screaming as loud as he could as he cradled his uncle in his arms.

"P-p-p-Peter.." he coughed trying to get out his last words

"No, no no no don't start giving me some dying breath speech you aren't going to die you are going to be just fine and you're going to take pictures at my graduation a-a-and give me my first beer and teach me how to drive stick and talk to me about girls, we still have time…we have to I can't lose you not now, not like this." Said Peter between sobs as his face flooded with tears.

"It's alright Peter, I will always be here for you." Said Uncle Ben "Take care of your aunt, don't let her take on everything herself and remember what I told you, you have a great responsibility in this life to take what you have and make the world the best place you can."

"I will I promise."

"Say it to me, say the words."

"With great power comes great responsibility." Peter echoed his uncle's words as he tried to keep from falling apart.

"I'm so proud of you son." Said Uncle Ben as he closed his eyes and let out his last breath.

At that moment the entire world faded away and went silent. Peter completely fell apart and started screaming to the sky and pounding his fists. As the police and paramedics arrived they tried to pull him away from his uncle's lifeless body. Peter fought them as hard as he could yelling and screaming and swinging his fists. Eventually he became too much them to handle at the time so one of the paramedics injected him with a sedative. He felt a slight pinch and then heard his heart beat slow as the chemicals rushed through his system. He watched as the put a sheet over Uncle Ben's body and carried him away. Then Peter drifted off into an unconscious sleep that he never wanted to wake up from.

Alright so that's for the most part the end of the major character introductions and most of the origins stuff. I plan on introducing at least one villain and the webbing and costume and stuff in the next chapter but that will probably be the end cliffhanger stuff. Anyway sorry it took so long but thanks for reading I would love any feedback or suggestions you might have for me. I am also in the process of planning out some original characters like villains and stuff to introduce and try out and I'm planning out which actual comic villains and other heroes I want to bring in so far for the future I am planning on Ironman, Hydro-man, Doc Oc (obviously), some goblins, venom and carnage, technivore, and Kingpin.