Alright so first off I would like to apologize for the insanely long break. I have been dealing with a lot of things in my life between school issues, work, parents divorcing and just a lack of motivation or inspiration. Anyway I am finally back and have the spark in my mind that I had when I decided to start this so anyway yeah here we go.

The rain poured down as the priest began his lengthy final sermon in the cemetery. Peter sat silently in his chair staring stoically towards the ground. Aunt May reached over to grab his hand and hold it in her lap, she was trying so hard to be strong for the both of them and keep herself together. Despite all her strength silent tears slowly ran down her face. Peter finally looked up at the rest of the crowd surrounding the casket. He noticed several of his aunt and uncle's friends, Gwen and her family, Flash and his father, even Principal Stan had attended. Peter had never realized just how many lives his aunt and uncle had touched in one way or another throughout their community.

Finally, once the priest completed his sermon and final prayer, the casket was lowered into the ground and everyone rose from their seats and the priest gestured to Peter. He looked at Aunt May who gave him a look of reassurance, and he started slowly towards the grave and grabbed a single rose and a handful of soil. First he dropped in the rose and watched as it slowly fluttered down and landed lightly on top of the casket. He looked at the handful of earth in his fist and tried with all of his heart to transfer any feelings and thoughts he had left for his uncle into the dirt as a final goodbye. Then, with a steady hand, he reached out and slowly let it all flow out through his fingers. It was in that exact moment that something sparked deep inside Peter. He wasn't quite sure what it was but there was a new determination and force driving him. He vowed right there to Uncle Ben that he would do everything in his power to prevent anyone else from feeling what he had felt these last four days since the shooting. That was his great responsibility and he knew it now.

A few minutes passed as the rest of the crowd followed Peters lead with the flowers and dirt until finally everyone had said their final goodbyes. The priest did one last blessing and the service was finished. Some of the people lingered a bit to talk, think, or give condolences. As Aunt May and Peter began walking back towards the car arm in arm Gwen and Flash stopped them. Aunt May just gave them a smile and nodded saying "I'll just wait for you at the car." She then turned and continued walking.

Peter stood there with his hands in his pockets and finally just looked up with solemn expression on his face. After a few moments of silence Gwen was the one to speak first.

"It was a beautiful service," she commented "he would have been really happy with it."

Peter just shrugged his shoulders and stared off into the horizon.

"Peter, you can't shut down, you have to let people in." she urged.

He looked at them for a moment and just said "I'm not shutting down…I'm waking up."

Gwen just gave him a worried look and pulled him in for a long hug. Flash stayed silent the entire time but Peter could see the sympathy in his eyes as he held a hand out and pulled Peter in for a quick embrace and pat on the back. None of it helped what Peter was going through, but it was nice to have them try.

The next day Peter got out of bed early and got ready as quickly and quietly as he could. He hadn't slept more than six hours since the accident but he was still determined to go to school and not stay home, there was too much there that reminded him of Ben. He slipped out the door before Aunt May was even up and was at the school within ten minutes. His newfound strength made him able to skateboard faster than he had ever imagined and his heightened balance and agility made it nearly impossible to fall or get tripped up.

Luckily the campus was empty this early in the morning, but unluckily all of the doors were locked. Peter noticed an open window on the third floor and decided this was the perfect opportunity to test out a few more of his new abilities. He strapped his skateboard to his backpack and walked up to the wall of the building. Looking up it seemed much farther than he had previously anticipated. If he ended up falling he would for sure be facing some serious injury. He took a few deep breaths and closed his eyes to calm his nerves.

"Come on Peter you've got this." He said to himself. With one last breath he put his fingertips against the wall and slowly began to pull up. To his amazement his fingers clung to the wall flawlessly and he began slowly climbing up the wall with ease as if it were a natural instinct. He gradually began speeding up and before he knew it he was at the second story of the building. He turn to look down and behind him and felt his heart start pounding with excitement and adrenaline. He was up to the open third story window in a matter of seconds and slipped through to small opening as if he had done it a million times. Once he was inside he was beaming from ear to ear with excitement as he looked down at his hands.

"It's good to see you smile again." Said Gwen startling Peter as she walked in from the storage room that connected to the science room they were now standing in.

"Wait, what are you….how did you…" Peter said panicking.

"Chill, Principal Stan gave me a key so that I could come in early and work on my chemistry project that I'm using to apply for an internship at OSCORP." She said reassuringly.

"So you just come to the school when it's completely empty and sit here alone working."

"Yeah pretty much, but you know I think the better question is how did you get here?" she asked inquisitively.

"Well, you know I just ummm, well you see I just….I just wanted to be here before the crowds and stuff."

"Uh huh, and how did you get up to a third story window?"

"Oh umm well I had this ladder and I umm climbed up to the roof?"

"So you climbed to the roof of the school and then ninja swooped in through the window?" she laughed.

"Would that be the version you believed?"

"No, but I forget about it this one time." She said as she walked over to a table that was filled with chemistry equipment and chemicals.

"So what exactly are you working on?"

"Umm well it's this old OSCORP project that I found and it's supposedly one of the most difficult chemical compounds that they've ever created soo-"

"So you're trying to recreate it on your own in order to impress them."

"Something like that."

"What exactly is it that this chemical compound does?" Peter asked as he slid his glasses on and began investigating the equipment and paperwork scattered around the table.

"It was created by a Dr. Alan Fagan, it is supposed to be some sort of artificial pheromone that induces the flight response in the fight or flight instinct."

"So it's like a chemical for fear?"

"Essentially yes but the initial purpose was for military and law enforcement uses to help with calming riots. I guess Dr. Fagan was the only one to ever successfully create it but right after he did he disappeared and so did the small sample he had made so OSCORP has been looking for someone that they could use to help reopen the project for years."

"It all sounds kind of sketchy to me." Just then Peter got that familiar sensation down the back of his neck. He followed the instinct and turned his head toward the door to the classroom and saw an eye peering through the slightly cracked open doorway. "Hey!" he yelled as he jumped towards the door. Just as he swung it open he saw a man trip down some stairs trying to get away.

"OH MY GOD!" exclaimed Gwen as she rushed to help. Peter rushed over to her side more for her protection than for the strange man's. The man was dressed in coveralls with the name Al embroidered on the pocket.

"Are you alright?" Gwen asked concerned.

"Yes I'll be fine, thank you you're too kind." He said as she helped him up slowly. He looked to be in his late forties or early fifties with salt and pepper hair and a pair of toxic green eyes, but the strangest thing about him was his skin. His skin was a sickly yellow-green all over as if he had some form of plague-like disease that you only hear about in history books.

"You look kind of sick, are you sure you should be working?" asked Peter trying not to sound too judgmental.

"Oh I'm fine I just have a rare pigment condition, your concern is touching though." Replied the man with a smile. His words were kind and humble but something about the look in his eye was off, it was the way a crocodile looks when prey has foolishly walked into the water. The man grabbed Peter's arm to steady himself as he stood up and it sent surges of sensation throughout Peter's entire nervous system. Something was not right about this man and Peter's new senses knew it. That was when he noticed the large and elaborate skull ring on the man's finger. It definitely was not the kind of thing a school janitor wore to work.

"Alright Gwen we had better get back to your project before something over heats." Peter suggested.

"Oh shit that's right I forgot." She cursed as she rushed back up the stairs.

As soon as she was out of earshot Peter turned to the man who had now straightened himself up and was standing perfectly poised. "Alright, who are you and why are you spying on us?"

"Oh that is the least off your worries at the moment boy." He replied with a sickening tone. "You see the girl is very close to completing the fear pheromones, but the trouble is she won't be able to control them and keep them from destabilizing."

"Destabilizing? What happens when they destabilize?"

"The molecules will begin to multiply exponentially and disperse at an alarming rate causing widespread panic and eventually death due to either asphyxiation or heart attack in all that come into contact with them."

"How do you know all of this and why are you telling me?"

"I am telling you because I know you have the abilities to slip in, get the pheromones, and get out unnoticed for me." He said sounding sure of himself "As for how I know all of this I invented the compounds."

"You're Alan Fagan, but what are you doing here?" Peter asked confused.

"I am running out of my stockpile of pheromones and lack the funds or equipment to make more. So I plan to take the supply that young Miss Stacey is about to finish and use them to acquire the funds and material that I require."

"And what makes you think I'm going to help you?"

"hehe that's the amusing part actually, you see not only have I planted several remote detonated gas bombs filled with my fear pheromones throughout the schools ventilation system, I have also taken the liberty of subtly injecting your friend up there with a concentrated dose." He said holding up his ring, with a closer look Peter saw a tiny hypodermic needle protruding from the ring.

"WHERE IS THE ANTIDOTE?!" Peter yelled as he grabbed Fagan by his collar.

"Oh touchy touchy aren't we Mr. Parker, you get the antidote when I get my Pheromones." He said. "You have four hours or I release the gases into the ventilation system, good luck. Oh and you can call me Mister Fear." He teased laughing maniacally as he dropped a small pellet that exploded in a cloud of smoke to mask his stealthy disappearance.

Peter stood there alone in the stairwell completely clueless on what to do next. The first bell of the day rang and the halls began to fill. He did the only thing he could do and headed to home room. There were four hours before Fear delivered on his threats. That meant four hours for Peter to sneak out of class, steal the pheromones, find Mister Fear, get the antidote, save Gwen, and make sure the gas bombs get disabled, all of which had to be done without exposing himself.

Just when he was giving up on thinking of how to accomplish all of this, Harry walked into the room and sat down reading a copy of the Daily Bugle. The front page story was talking about some masked vigilante running across the rooftops of Brooklyn. Jameson had gotten everyone calling him the Daredevil and was ranting about how more and more of these people were popping up and planning on causing total anarchy and destroying us all so the usual BS, but this time it gave Peter an idea. He got up and ran out of the room.

"Hey Pete where are you going class is starting." Yelled Harry as Peter exited the room.

Peter headed straight for his locker and grabbed and old blue sweatshirt that Aunt May had forced him to keep in his back pack along with the red beany he had hanging on the hook. He pulled a swiss army knife out of his back pack and cut some eye holes out of the hat to make a mask and then ran to the only bathroom not watched by cameras and put on the sweatshirt and mask. He regretted looking in the mirror afterwards because he looked completely ridiculous but the costume served its purpose nobody would know who he was unless they got right up close and personal. He slid the bathroom window open and checked to make sure there was nobody around. The streets outside where completely deserted. Just as he started climbing out the window the PA system screech on with a sound like nails on a chalkboard.

"Students and faculty of Middleton High allow me to introduce myself, I am Mister Fear. Now I am sure you are all wondering just why it is I am making this announcement, well I have place several remote activated aerosol cans throughout the buildings ventilation system containing a special little compound of my own invention. As for what this compound does…well I think my name says it all. Now, these cans will be disabled as long as the savoir among you steps up and completes the task given to them. Do not try and escape I assure you all of the exits have been sufficiently locked." With that he ended his announcement and the system clicked off.

Great now the whole school is going to be panicking, gotta hurry Peter, he thought to himself as he climbed out the window and clung to the side of the building, which was starting to become much more natural feeling, he began crawling along the wall towards the roof. When he finally reached the rooftop he rushed over to the other side of the building where Gwen's lab room was but the window was shut tight and there were too many people on the street below, someone would end up spotting him. So Peter looked around for another way in and then he saw it. He ran over to the giant vent that led into the air ducts for the building. This way maybe he could get ahold of one of the gas bombs and try to figure out a safe way to disable them, if they were even actually there. He used his heightened strength to easily pull the vent cover right off. Looking down he saw it was a straight shot down and wondered if his new wall crawling powers could work upside down also. He cautiously climbed into the duct and began crawling into the dark.

After a few feet Peter saw he had gotten lucky and was directly above the lab room. He quietly pushed open the vent, the room was empty. He crawled out on to the ceiling and learned he could stick upside down as well as on vertical walls. He jumped down landing gracefully and quietly. Looking around he saw a container with several test tubes labeled pheromones in Gwen's handwriting. He grabbed the entire container.

"I honestly didn't think that you had it in you boy." Peter turned to see a man in a black leather suit with a black hooded cloak and a transparent yet distorted skull mask.

"Mister Fear I'm guessing?"

"The one and only."

"Nice get up, didn't anyone tell you Halloween isn't until October?" Peter taunted.

"Big words from a boy in a makeshift ski mask and ratty old sweatshirt."

"Touché, alright here are the pheromones now where is the antidote?"

"So serious all the time, you really are becoming quite the bore."

"I'm not going to play these little mind games with you Fear."

"Well fine then let us play a new game, now you see me..." He said with smirking tone as he dropped a few smoke pellets. "Now you don't."

Peter noticed there was something different about this gas it was thicker, heavier, and most importantly not clearing. Fear's laughter could be heard throughout the entire room as if he were everywhere at once. Suddenly Peter's senses tingled and trust his upper body backwards matrix style to dodge some kind of projectile that had been thrown at him. His senses went off again and he lunged forward catching a leg mid kick. He held tight and twisted throwing his adversary into the smoke sending him crashing into a cabinet of glass beakers and test tubes shattering glass everywhere. Just then sirens began to scream outside and then a group of men burst through the door. All of the smoke began to clear, Peter looked to where Mister Fear had fallen but he was gone and so were the pheromones. There was a sound of a window shattering behind him, probably Fagan escaping, but Peter jumped to the ceiling and quietly crawled out of the room into a bathroom and took of his disguise to join the crowding students.

School ended up letting out early that day due to all the stress and police investigations. Peter had found that Fagan stuck to his word about the antidote, it was sitting in his locker and Peter slipped it into Gwen's water bottle when she wasn't looking at the end of the day and watched he finish it off. The police ended up thoroughly searching the entire building and found no evidence of any gas bombs in the vent system as well as no sign of the "mystery terrorist". In the end everyone was safe and that was all that mattered. But that day had given Peter a look into just what he could do with his abilities. He was in a position to really do something for the world and he was determined to take hold of that opportunity. Just then there was a knock on the door. Peter ran down to answer it and found a kid about 12 standing there with two packages in his arms.

"Hey you Peter?" he asked.

"Umm yeah."

"Some lady gave me twenty bucks to bring these to you." he said as he handed over the packages and walked away. Peter just stood there in the doorway dumbfounded at what just happened but curiosity got the best of him and he went up to his room and locked the door. He sat down at his desk and cut open the tape on the first box.

Just then an email popped up from an unknown sender. He clicked the box to open the message:

Dear Mr. Parker,

Enclosed in the two packages I have had delivered you will find a few essentially tools to assist you on your new found path in this life. In the first package are all the materials need to construct devices capable of expelling a substances ten times strong than pure spider silk. I trust you can be creative on how to use them the next time you run into ruffians such as Mr. Fagan again. I have attached a few files with the specifics on the technology and its construction and use. The second package contains something far more efficient than a sweatshirt and a ski mask I assure you. I took the liberty of designing it myself I think you will find it quite appropriate for your skill set and the means by which you acquired said skills. I sincerely hope for great things from you, your destiny is bright and I shall keep my eyes on you and in time we will meet.

Sincerely,

A Friend

Peter opened the second box and pulled out a bright red mask with large, white, bug-like eyes, and silver pattern on it that looked almost like a spider's web.

"Mr. Osborn, it appears that Dr. Fagan has removed his tracker and disappeared from the grid."

"Fagan always was a slippery one…no matter, did the boy act as we predicted?"

"Yes sir, he is responding to all of the stimuli as hypothesized at the start of the experiment."

"Good, thank you K.A.R.I. that will be all."

"What will your next move be Mr. Osborn?"

"They boy idolizes Dr. Connors, I say we open up an extra internship position and keep him close for further observation to see where his curiosity leads him."

"Yes sir."

Alright so there is the 3rd chapter expect Peter to actually suit up and have some webs and actually become spider-man by the end of chapter 4