Chapter 06: Sandstorm

"Hot roof, hot roof!" Peter cried out as he hopped on one foot trying to switch to his civvies twelve minutes late for school, he decided to leave early and go on a quick morning patrol and he just happened to see a mugging attempt which turned into a full out ambush for people trying to get rid of him.

Peter didn't have any problem taking care of them, thanks to his reflexes and spider-sense, but it took a lot of time and now he was finally late for school.

'Well at least I know that the old Parker luck is still the same.' Peter thought dryly as he ran into the classroom drawing everyone's attention.

"Late Mr. Parker?" The teacher asked as Peter was panting.

"S-Sorry, I forgot to set my alarm." Peter gasped out with a small smile.

"Take your seat and do the assignment."

Nodding, Peter sat between Momoko and Miyako while Karou was in front of him. "Why were you late?" Momoko asked curiously in a whisper. "We went to the Professor's lab and he said that you left early."

"I decided to do some early morning web swinging." Peter answered with a shrug as he started on the assignment. "Found someone being mugged only to realize it was a trap and at least fifteen people were waiting."

"An ambush?" Karou asked feeling like she missed out on a good fight.

"Yeah, but they were lightweights compared to other bad guys." Peter remarked with a chuckle. "But it was time consuming, by the time I was finished I realized I was late and had to hightail it to school."

"Why did you go on a patrol during a school morning?" Miyako asked in confusion.

"Because I like to web swing." Peter answered honestly. "It helps clear my head and I also take a few thugs off the streets. You girls may be fighting super villains like Mojo and Ock but someone needs to keep street crime to a down low as well."

"Maybe we can help with that?" Momoko offered before Peter shook his head.

"Have you three learned to hold back on your strength when you're not fighting super villains?" Peter asked with a raised eyebrow.

"No." Miyako answered sheepishly.

"That's why." Peter gave a nod. "Plus it's only street crime and I'm a natural at dealing with that."

"Would you four care to share with the class what it is you're discussing?" The teacher asked sternly causing the four of them to freeze as they realize that everyone was now looking at them.

"Uh, the Professor asked me to give them a message about the invention that he was making and I didn't want to forget to tell them." Peter lied easily with a smile. "That was all."

"Next time, wait until after class." The teacher remarked as everyone turned back to pay attention and Peter's Spider-Sense went off and he smirked as he 'accidently' dropped his pencil and bent over to pick it up right as a football sailed past his head and hit the teacher in the back, causing him to look over at a now sweating Ichigo. "Mr. Yoshi, I'll see you in detention."

Ichigo's eye twitched as he glared at Peter, who was trying to look innocent.

Karou chuckled at what happened while Momoko rolled her eyes, but she had a smirk.

Miyako was just looking out the window, unaware of what happened.

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"Dad?" Ken shook Professor Utonium awake as he groggily opened his eyes and looked around.

"Wasgoinon?" Prof. Utonium slurred a bit as he woke up and yawned. "Ken?"

"You fell asleep at the table." Ken remarked causing Prof. Utonium to smile tiredly.

"Sorry, I was just working on a way to fix the girls belt problem." Prof. Utonium explained as he stood up, his back popping a bit. "Since Mojo knows about it, I knew that we needed to fix it before he tried it again, or before anyone else figures it out."

Ken nodded at hearing that. "That's true, but you're exhausted." Then Ken looked a little off. "Hey Dad."

"Hm?" Prof. Utonium looked at Ken. "What is it?"

"It may be nothing, but is it just me or is Mojo Jojo getting smarter and better at being a villain?" Ken asked as Prof. Utonium frowned in thought before his eyes widened.

"No." Prof. Utonium said in a hoarse whisper as he ran to the data that showed Chemical Z's effect on Mojo, from when they had him there. "I forgot to study this."

"What?" Ken asked in concern as Poochie entered the room.

"Whats what?" Poochie asked feeling left out.

"When we had Mojo I took some notes on him." Prof. Utonium explained as a 3D image of the monkey showed on the computer. "I noticed that his intelligence was slowly rising, but I thought it was just a fluke on the machine due to what he thought evil was."

"So you're saying that the longer he has Z-Rays in him, the smarter he gets?" Ken asked in shock.

Prof. Utonium nodded. "Some day he may match Reed Richards in intelligence."

"Oh boy." Poochie muttered.

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"Yes!" Momoko cheered as she opened her lunch. "Octopus Dogs!"

"What is the story behind those?" Peter asked with a weird look as he watched Momoko dig into the hotdogs that were cut into the shape of an octopus. 'Seriously, how does someone make these for a person to like?'

Momoko had a blissful look as she took another bite. "When I was little my Mom made a lot of animal shaped food and I took to Octopus Dogs the most." She answered taking another bite.

"Ooookkkaaaayyyy." Peter said looking away back to his plain sandwich while Miyako walked over to them along with Karou each having their own meal.

"Meatballs today." Miyako opened her lunch before looking at Karou. "I'm guessing you have eggs and bacon?"

"You know it." Karou had a fork out as she dug in.

"Wow, now I feel plain." Peter joked holding the sandwich up as he ate it. "I'm thinking about going on a quick patrol."

"Again?" Karou asked in confusion.

"Of course, not much to do and I like swinging around." Peter said with a shrug. "I made enough web fluid to keep me going for awhile."

"We can go with you-." Miyako offered but Peter shook his head.

"Thanks but swinging is I guess you can call it 'Me Time'." Peter explained with a chuckle. "I'm still used to doing it myself and I love getting the drop on criminals."

"If you're sure." Momoko said to him before turning back to her food.

"Alright, I'll see you girls later." Peter promised as he took off.

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"Wahoo!" Spider-Man shouted in joy as he did a double flip before he jumped off a building and swung through the city. "I love being me!"

It's only been a day since Mojo tried to claim New Townsville Tower for himself and his bruise was almost gone by now.

He was being truthful when he told the girls he could handle himself, but it was also because he didn't want any help with regular street thugs.

Sure, against people like Ock he will gladly accept their help, but if he couldn't handle a few normal thugs, then he has no right to call himself Spider-Man.

It could be because he hate's feeling weak compared to them, but then again he feels weak compared to the Hulk, Thor, Iron Man... Thing... Captain America... Wolverine... Man every hero is stronger than he is in some way.

Feeling his phone rang, Spider-Man answered it. "Hello, welcome to Air Parker, how may I help you?" He asked after seeing the number.

"Air Parker?" Harry Osborn asked with an amused tone.

"What? I think it's funny." Spider-Man defended himself before chuckling. "How are you doing Harry?"

"Well, I made the football team."

"Whoa! Congrats." Spider-Man told him as he jumped over a building. "How are you dealing with Flash and Kong?"

"They're actually pretty tame." Harry explained to him, wondering why he was hearing the air whistle through the phone. "I think that they miss you even though they don't show it."

"What do they miss?" Spider-Man asked in disbelief. "Me being their punching bag? Or calling me Puny Parker?"

"Who knows."

"... So your Dad must be proud." Spider-Man changed the topic. "Football team, rising popularity and you're getting good grades."

"Actually he's been spending more time at Oscorp." Harry had some resentment in his voice. "I think he feels guilty because your Aunt had a pacemaker that was made by Oscorp and the fact that it failed-."

"It wasn't his fault." Spider-Man said firmly. "It could've happened to anyone."

"Try telling that to him." Harry muttered before speaking in a forced happy tone. "So how is it going in Japan? Did you get a girlfriend yet?"

"Very funny." Spider-Man remarked dryly.

"No seriously, you have a fresh start and you're an American in Japan, to some girls that's exotic." Harry told him with a chuckle. "So what about any friends?"

"Well besides my Cousin Ken there's Momoko, Miyako and Karou-."

"Alright, the first two names sound like girls." Harry remarked. "You dog."

"Dude, all three of them-."

"Three girls?" Harry asked with shock in his voice. "You are really moving up in the popularity cycle, Pete."

"... It's not like that." Spider-Man muttered while shaking his head. "Those three are like little sisters and they're thirteen."

"So you like younger girls?"

"If you don't stop that, I'll hang up right here." Spider-Man threatened as he landed on the side of a building as Harry busted out laughing.

"Sorry, it's been awhile since we talked so I have to do a little teasing." Harry explained before he stopped talking for a few seconds. "I have to go, football practice."

"Alright." Spider-Man said as he looked down only for his eyes to widen as he saw Flint Mark kick down a door as he left a Jewelry store with two bags in his hands. "I need to go as well, it was nice talking to you bro."

"You too."

Putting his phone up, Spider-Man jumped down and landed on a nearby lamp post. "Marko? I was beginning to worry that something happened to you and you alleviate my worries by robbing a store?" He asked in disbelief. "You could've sent a postcard."

"Bug boy." Flint said with a smile, not trying anything which confused Spider-Man.

"Alright, what's going on?" Spider-Man asked cautiously as he looked over his shoulder even when his Spider-Sense didn't go off. "Is O'Hirn going to try to ambush me?"

"No." Flint dropped the bags and crossed his arms. "It's just me and you."

Spider-Man raised an eyebrow at his confidence before his eyes widened at seeing the time. "Alright, I'll make this quick because I have an appointment to keep." He said jumping forward to knock him out. "But it's great to see you're alive-." Spidey stopped talking as his fist went through Flint's chest and he was stuck while sand was pouring out. "What the hell?"

"Surprised?" Flint asked with a chuckle as he went to punch Spider-Man who had a hell of a time dodging due to his fist being stuck. "You thought you were all that with your powers, but lets see how Spider-Man can do against the Sandman!"

"Crap." Spidey muttered as Flint's fist turned into a sand hammer and slammed him into the wall, while his Spider-Sense was going off. "I know I'm in danger, thank you very much."

Shaking his head, Spider-Man jumped as two sand hammers cracked the pavement where he was.

"Geez, if you wanted a play date, you just had to ask." Spider-Man remarked as he dodged another strike. "Then again, if I wanted sand in my suit I would've gone to the beach."

"Always with the wisecracks, but you can't win." Flint remarked as he changed his body mass to grow to a huge size. "For I can't be hurt."

"... Mommy?" Spider-Man muttered as Flint went to squash him before they heard sirens.

"Look's like I'll have to cut this short." Flint said as he slammed Spider-Man into a nearby car. "See ya bug boy."

Grabbing his bag he took off as grains of sand, with the bag being carried with him.

Groaning, Spider-Man held his head as he looked up to see the same Officer that shook his hand the first time he met Flint in New Townsville. "You alright?" The police officer asked as he helped Spider-Man up.

"Yeah, just someone catching me off guard." Spider-Man muttered as he lifted his mask up to his nose and spat out sand. "How was I supposed to expect someone made out of sand?"

"This place is going crazy." The officer muttered at hearing that.

"Oh and thanks-." Spider-Man stopped in embarrassment that he didn't know the officer's name.

Sensing his plight, the Officer chuckled. "The name's Isamu Makoto."

"Thank you Officer Makoto for everything." Spider-Man said before seeing the time and he gasped. "And I'm late!"

"Late?" Officer Makoto asked as Peter took off web swinging.

"Sorry to cut this talk short but I need to be somewhere!"

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Peter groaned as he took off his mask to show a small bruise and hung his head in annoyance. 'Great, if the girls see this they won't let me out of their sight.' He thought bitterly. 'But I need to deal with Marko on my own. I can't expect to have them help me every single time.'

Shaking his head, Peter entered the school before he stopped to shake sand out of his shoes. "Man, this is just wrong." He muttered.

To his surprise, he saw that Lunch was still going on and he looked at his phone to see that he may have misread the time due to the fight with Flint.

"Alright, after school, I need to look for Sandman." Peter said while wondering just what happened to Flint. "Was he hit by a Black Z-Ray?" Then Peter shook his head. "No, if he was then Poochie would've contacted the girls, it has to be something else that I'm missing."

Raising his head as he felt his Spider-Sense go off, Peter turned to be slugged in the face by Ichigo, right where the bruise was.

'Well, at least I don't have to worry about making up a story.' Peter thought dryly before he felt his gut being kicked as a crowd was now being drawn.

"You like that Foreigner?" Ichigo asked as he kicked Peter again. "You think you're all that because you come from another country?"

"Since when have I-?" Peter began before he was slugged again. 'Alright, if he keeps trying to hurt me, secret identity or not, I'll break his arm and be damned about consequences.'

Ichigo raised his fist only for a hand to grab it and he turned to be punched by Karou.

"Leave him alone!" Karou said angrily.

Ichigo just raised an eyebrow and laughed. "Really Foreigner?" He asked mockingly. "You can't defend yourself so you rely on a girl?"

A lot of people backed up on hearing that knowing fully well that Karou was one of the top fighters in the Martial Arts Class and the most Athletic girl in the school.

"What was that?" Karou cracked her knuckles angrily, wanting to pound this guy.

Peter put a hand against the locker to push himself up, knowing that he would be fine in a few minutes as he watched what was going on, before Momoko and Miyako came up.

"What's going on?" Momoko asked as she was about to hold Karou back from charging at Ichigo.

"This jerk started to attack Peter!" Karou stated causing the two girls to look to see the bruise on Peter's face before glaring at Ichigo.

"No one attacks our friend." Momoko told him as she got ready to help Karou.

"Anyone that does deals with us." Miyako finished looking angry which actually scared a few people, since they've only seen her smile around the school.

Ichigo was about to make a remark before a voice spoke up. "What's going on here?"

Everyone turned to see the principal as he surveyed the scene to see the girls standing protectively in front of Peter who was bruised up before seeing Ichigo glaring at him.

"Explain." The Principal ordered.

Ichigo went to make up a story about what happened when Karou beat him to it. "He just started to attack Peter for no reason at all!"

"She's lying!" Ichigo tried to say but the Principal looked around to see if anyone else would say anything and when they didn't he looked at Ichigo.

"My office, now."

Ichigo glared at the girls and Peter before leaving.

"Man what a jerk." Momoko muttered under his breath before looking to see Peter picking up the items he dropped. "Are you alright?"

"I'm fine." Peter said calmly, trying not to sound ungrateful. "But you guys didn't need to do that."

"Didn't need to do that?" Karou asked in disbelief. "He was hitting you! Of course we needed to do that."

"Uh, Peter." Miyako spoke up sounding confused. "Why do you have sand in your hair?"

'... Seriously?' Peter thought at all the things that could've been brought up, he was not going to talk about his loss to Marko.

"A guy ended up throwing a bag of sand at me." Peter lied feeling a little guilty, but he didn't want them to be involved. "I'm more worried where he got it then being hit with it, truth be told."

Call it being prideful, but he needs to do this himself.

"So is Mojo causing any trouble?" Peter asked little too hopefully for a distraction as the bell rang.

"No, he's actually being pretty quiet." Momoko answered as they headed to class.

"Huh, first time for everything." Peter remarked as they walked in and sat in their seats.

While everything was going on, Peter began to think about how to deal with Marko. 'This will be different.' He thought with an intense gaze at his hands. 'Every enemy I fought I knocked them out with my fists... Except for Electro, I needed-.' Then Peter's eyes widened. "Water." He said outloud without realizing it.

"What?" Miyako looked at him like he was crazy and Karou turned around to give him a weird look as well.

"What does water have to do with the math problem?" Momoko asked as Peter went red and rubbed the back of his head.

"Uh nothing, I was just overthinking something." Peter lied again.

"Maybe you should see if you have a concussion." Momoko told him.

"I'm fine." Peter said with a smile. "It takes more than a punch to keep me down."

Peter began to write down the basics for a new invention, hoping to make it by the time Sandman showed his face again, but knowing his luck he has to take Sandman down before it was ready.

'Well, at least it'll be ready for future encounters.' Peter thought dryly.

What he didn't know was that the girls were giving him concerned looks as he went from frowning in thought to looking exhilarated and focused.

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"So you didn't detect any Black Z-Rays?" Peter asked Poochie as he was eating at home.

Poochie shook his head. "Nope, if I had I would've called the girls on their belts." He answered with a shrug. "Why?"

"No reason." Peter said looking away know wondering how Flint Marko got his powers. "Just something seemed a little weird today, but I'll keep an eye out on patrol."

Poochie was giving Peter a weird look as he left. 'Maybe I should call up the girls-?' He didn't get to think any farther when Ken called his name. '... Nah, whatever it is he can handle it.'

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Thwip.

Spider-Man swung through the city looking out for anything suspicious. "Marko... Polo... Come out wherever you are." He sang as he swung through the air. 'Alright, I don't know much about Sandman but I do know Flint Marko, where would he go?'

Perching on the side of a building, Spider-Man cupped his chin in thought.

"If he's looking to be unbeatable he would be in a place full of sand like the beach or a desert." Spider-Man mused to himself. "But I don't think that's what he's doing, no he's trying to do what he's attempted ever since I started to stop him. Make his big score. But where-?"

Feeling a flash of inspiration, Spider-Man jumped off the building and swung towards a certain direction.

'Please let me be wrong.' Spider-Man thought as he made it to city hall only to see bits of sand on the ground. 'Nope, I'm not wrong.'

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"Now Mr. Mayor, I won't ask again." Flint slammed his oversized sand fist on the desk, breaking it. "Give me the money in the deposit box."

"B-But that money is needed for the city." The Mayor protested trying not to crack.

"You think I care-?" Flint asked before a strand of webbing shot into his eyes. "What the-?"

"Ssh." Spider-Man mocked landing on the ground. "For shame Flinty, don't you know that this has already been attempted by other would-be crooks?"

"Would be?!" Flint snarled as he ripped the webbing off. "Alright bug boy, I've had it with your mouth!"

"But I always thought that was my most endearing quality." Spider-Man mocked as he dodged a sand mace that slammed into the ground.

"I'll squash you!" Marko roared as he ran at Spider-Man who jumped over him.

"Ole!" Spider-Man joked before landing on the ground. "Why do people always make the squashing threat? I mean, come up with something more original-."

Spider-Sense going off, Spidey did a matrix move as a sand whip barely missed his face before he jumped over another one.

"Geez, you're not one for conversation are you?" Spider-Man muttered before he was knocked back into a bookshelf next to the mayor. "Oh I'm going to feel that one later."

"Not that I don't appreciate the help, but can you take this outside?" The Mayor asked reminding Spider-Man that they were practically destroying the room.

"Sorry Mr. Mayor." Spider-Man apologized before he jumped out the window. "Hey Flinty, I think they have a small sandbox for you in Prison as well as a litterbox for you to use the bathroom, lord knows how you do it in a regular toilet now."

"Why you little-!" Flint rushed after him as the Mayor let out a sigh of relief before pressing a button and the Utonium Lab came up.

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"Professor!" Prof. Utonium looked up to see the Mayor on the screen.

"Oh, Mr. Mayor!" Prof. Utonium waved. "How are you doing this evening?"

The Mayor shook his head rapidly. "We need the Powerpuff Girls!" He said quickly. "There's a man made completely out of sand trying to rob me and Spider-Man is fighting him, but his attacks are going right through him."

"Made out of sand?" Ken asked in confusion as the screen switched to a nearby street camera showing Spider-Man dodging swords made out of sand. "Isn't that Flint Marko, the guy he always caught?"

"Poochie?" Prof. Utonium looked at the dog who shrugged.

"No Black Z-Rays Professor." Poochie confirmed before he focused. "I'm calling the Powerpuff Girls."

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"But seriously, don't you think that something is going on with Peter?" Momoko asked as all three girls were at a local placed called Annie's Shop. "He's been acting pretty weird the last few days."

"It could've been because of that Ichigo guy." Karou pointed out as the girls eyes narrowed at the mention of the boy. "Anyone would."

"True." Momoko conceded.

"But what about the sand in his hair?" Miyako asked curiously. "I don't think anyone would throw a bag of sand at him."

"With how crazy this city is becoming, it wouldn't surprise me." Karou said before they were cut off by their belts lighting up and beeping. "Yes, some action!"

They ran out, after paying before going down a deserted ally and they transformed.

"Blossom!"

"Bubbles!"

"Buttercup!"

Once they finished transforming, they took the computer part of their belt out to show the Mayor. "Once going on, Mr. Mayor?"

"Some type of Sand Monster fighting Spider-Man!" The Mayor said in a panicked tone. "There's a lot of damage and sand everywhere."

"Sand?!" The girls asked in shock.

"So it wasn't a bag of sand." Buttercup said wondering why Peter hid that.

Bubbles had a confused look. "But why would he lie?"

Closing the computer, Blossom looked at the girls. "We can worry about that later, right now he needs help!"

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"Hold still!" Sandman roared as he was trying desperately to hit Spider-Man who was dodging and twisting his body in different angles to not get hit. "I've had it with your interference!"

"And I've had it with sand in my costume." Spider-Man replied dodging another strike. "I mean it's creepy having bits of you in my costume-."

"SHUT IT!" Sandman managed to knock Spider-Man to the ground and was surrounding him. "I let this happen to me to beat you!"

"You let this happen?!" Spider-Man asked in shock.

"Of course, after that humiliation you gave me and O'Hirn at the Mall, I was livid." Sandman said in anger as the sand began to cover Spider-Man's body. "I wanted nothing more than to hurt you."

"Flint-." Spider-Man felt a twinge of guilt because he only did that to make Momoko feel better after what happened with Ock, but in doing so he created a supervillain. "Look I shouldn't have done that-."

"Oh you apologize because I'm about to win?" Sandman asked with a laugh.

"No, I'm apologizing for your nose." Spider-Man said confusing Sandman.

"What-?" He was cut off by Spider-Man punching through his head allowing Sandman to let him go as he landed right on a fire hydrant. "You little punk."

"Says the guy who just felt me up." Spider-Man shot back, hoping to make him angry. "I didn't take you for that kind of guy."

"YOU LITTLE-!" Sandman lunged at him but as Spider-Man jumped and shot webbing at the fire hydrant his eyes widened. "What?"

"How about a royal flush?" Spider-Man asked as he pulled the plug off and water gushed onto Sandman causing him to cry out as he turned to mud. "Huh, I wonder."

"Oh I am so going to squash you-." Sandman stopped talking when Spider-Man punched him into a wall. "T-That hurt?!"

"Interesting." Spider-Man smirked under his mask. "So when you turn to mud I can hurt you?"

"N-No." Sandman went to turn to sand to get away but due to being mud, he couldn't move fast.

"What's the matter Flinty?" Spider-Man kicked him back. "Not so tough when you're wet are you?"

"H-Hold still." Sandman turned his hand into a mud mace and nearly hit Spider-Man but the teen dodged and Sandman cracked the wall causing his eyes to widen.

'Crap! Turning him to mud may help me out a bit, but it also makes his strikes stronger.' Spider-Man looked around before seeing the New Townsville Tower Construction site nearby and he formulated a new plan.

"Get back here, coward!" Sandman roared as he took off after Spider-Man.

"Come on, let's play." Spider-Man mocked as he landed in the construction site before seeing three different colored streaks in the sky. 'The girls? I have to move fast.'

Sandman lunged as Spider-Man flipped off of him and landed on the side of the building, where Sandman shot his hands forward as blades but Spider-Man weaved around them before he managed to lure Sandman behind the truck that had concrete mix in the back.

"Hey Marko, how would you like a statue in your honor?" Spider-Man asked as he shot a strand of webbing behind Sandman, making him turn around.

"Huh?" Sandman went pale as he saw the vehicle behind him. "No-!" He was cut off as Spider-Man destroyed the back and concrete poured onto him as he turned into a statue as the girls landed to see Spider-Man sitting on the statue Sandman's shoulder with his mask up to his nose spitting sand out.

"What do you think girls?" Spider-Man asked with a smile. "It's a masterpiece if I do say so myself."

Then he noticed the girls glaring at him.

"Uh... Why are you glaring?" Spider-Man asked, although he had a pretty good idea on why. "Did I do something wrong?"

"Do something wrong?" Blossom asked with a raised eyebrow. "Why did you lie about this and say that someone threw a bag of sand at you?"

"And isn't that the guy from the mall?" Buttercup asked recognizing the face.

"I had it handled." Spider-Man said with a shrug.

"That doesn't answer why you lied." Bubbles had a look of confusion. "We could've helped you-."

"I didn't need any help." Spider-Man told them.

"Spider-Man, we're a team-." Blossom began before their belts blinked and they turned on the phone to hear Prof. Utonium's voice.

"Lab now." Was all he said before he hung up.

"That didn't sound good." Spider-Man muttered.

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"Are you out of your mind?!" Professor Utonium asked sharply as the whole story was told back at the lab. "What possessed you to go after this guy by yourself?!"

"He's not the first supervillain I've fought." Peter snapped a little angrily. "I can take care of myself."

"You're on a team!" Prof. Utonium tried to say before Peter exploded.

"I needed to do that!" Peter shouted as everyone in the lab looked at him. "If I couldn't do that then I had no right to call myself Spider-Man!"

"Peter, what are you talking about?" Ken asked in shock.

"I-... I was trying to prove to myself that I could handle this." Peter said looking down. "Everytime I fought with the girls they ended up saving me and I was the one getting hurt, I needed to see if I could win this by myself! To see if I was good enough to not rely on the girls all the time."

"Are you serious?" Karou asked glaring at him. "You did that to prove something? Oh you proved something alright. You proved that you are an idiot."

Miyako nodded. "We would've understood if you told us."

"They're right." Momoko looked at Peter. "There was no reason for you to do this. You may be used to being a solo hero in New York, but you're on a team here and in order to be a team we don't lie to each other about stuff like this. Now if you told us we would've talked about it, but you went behind everyone's backs and pulled this."

"You may have more experience at this, but you are still my fifteen year old nephew." Prof. Utonium said sternly. "You are not to be Spider-Man for awhile-."

"WHAT?!" Peter shouted in shock. "You can't do that-."

"I am your Uncle-."

"My Uncle was Ben!" Peter shouted interrupting him. "You want to know why I do this? Why I really risk my life?! It's because it's my fault Uncle Ben died!"

Prof. Utonium blinked in confusion while Ken and the Girls looked confused at the sudden direction the conversation was going. "Peter, how could that be your fault? You had no way of knowing-."

"Because I turned my back on someone in need when I got my powers and the same person I let get away killed Uncle Ben." Peter told him as he looked down, never having told that to anyone before. "If I stopped him then Uncle Ben would've been alive. That's why I can't not be Spider-Man, even for a moment. Even if I die, I would die knowing that I helped someone keep their life."

Not saying anything else, Peter ran out of the room and out of the building before swinging into the city, not caring if he was wearing a mask or not.

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Prof. Utonium sat down and put a hand to his face. "I don't know what to do." He muttered, sure give him a scientific problem, he could solve that but talking to a teenage nephew he knew almost nothing about while said nephew moonlighted as a vigilante?

He needs to talk to an expert about that kind of stuff... The problem is there isn't one.

"That's why he's Spider-Man?" Momoko asked not caring for once that they heard his actual origin. "Because he feels responsible for what happened to his Uncle?"

"That's stupid." Karou snorted. "He didn't pull the trigger, the only guy to blame was the burglar."

"Try telling that to him." Miyako pointed out. "It does make sense a little."

Momoko looked at her. "How so?"

"By feeling responsible for his Uncle Ben, he is driven to be better for him." Miyako pointed out. "That's why he pulled this stunt, because he was beginning to think he wasn't good enough because of how strong our powers are compared to his."

"But he's an invaluable member of the team." Momoko said with wide eyes. "We wouldn't be the same without him."

"Maybe we should find him?" Karou suggested before Ken shook his head.

"I think we should give him time to cool off." Ken said looking out the window. "He's too upset to think straight."

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After spending twelve minutes web swinging, Peter was on the side of an Electronic Billboard before he sighed. "They didn't deserve me yelling." He muttered under his breath. "Hell, they didn't deserve me lying either... Karou's right I was an idiot."

Looking over, Peter saw the property damage from the fight with Sandman.

"I bet the girls would've been able to beat him without causing any damage." Peter said before he groaned. "Alright I need to stop with the damn pity party."

Then Peter heard something he didn't need.

"I've told you people that Spider-Man was a menace." Jameson's face appeared on the Electronic Billboard he was sitting on. "You didn't believe me but what about the property damage he caused? With all you hardworking citizens paying for property damage? Unlike true heroes like my Son the Astronaut, the Avengers, Fantastic Four or the Powerpuff Girls this man is a menace that will keep causing trouble!"

"SHUT UP!" Peter shouted at the screen, despite it being useless. "I'VE HAD IT! I tried to do the right thing for Uncle Ben but people hate me. I probably destroyed whatever trust I had with people who don't because of that stupid stunt... Funny how this afternoon I loved being me, now I hate it."

Shaking his head, Peter just put his mask on, and swung some more to let out all the frustration he had.

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Three hours later, Peter entered the house to see Prof. Utonium still up, while Ken and Poochie were asleep.

"Peter, the girls headed home already." Prof. Utonium said looking up to see Peter look down guiltily.

"I'm sorry." Peter apologized looking down. "I shouldn't have done that and I shouldn't have yelled at you... I'll stop being Spider-Man if you want me to-."

"Stop right there." Prof. Utonium said, causing Peter to look at him in confusion. "I know I have misgivings about you being Spider-Man, hell I have misgivings about the girls going out, but they're bullet proof and the only defense we have against people affected by black Z-Rays. Now that I know why you're Spider-Man and that you aren't just doing this for the 'thrill', I'll support you."

"You thought I was doing this for the thrill?" Peter asked in shock.

"What other reason could I think with a teenager putting on spandex to fight crime?" Prof. Utonium asked incredulously.

"... Point." Peter conceded with a nod.

"Alright, but I have some conditions." Prof. Utonium said looking at Peter. "One, if you are doing this, I want you to keep doing well in school."

"Deal." Peter accepted, since he was doing well already.

"Two, you are to be wearing more protection than Spandex." Prof. Utonium said sternly. "I don't want you to be hurt by bullet wounds or stab wounds, so we're going to be designing a more suitable uniform for you."

"... It'll look the same." Peter told him with his arms crossed. "The costume means something to me so if we're going to be working on it, the color scheme will stay the same."

"I'll let that slide." Prof. Utonium agreed easily. "Three, you are to be home by Eleven each night, it can be Twelve on weekends, no exceptions."

"Yes sir." Peter wasn't too keen on the curfew due to how Aunt May put one for him, only to fail at keeping it, but he'll try this one.

"Four, I have every say in if you are to be Spider-Man or not due to the extent of the injuries you may acquire."

"Sounds reasonable." Peter admitted. "Is that all?"

"No, the fifth and final condition is that you are to fight with the girls if it's a Supervillain, regardless of it being an enemy from your past, or a new one!" Prof. Utonium looked at him. "You were hurt badly from Octavius and this Sandman worries me-."

"I'm actually thinking of a cryo weapon for Sandman." Peter interrupted with a smile. "Just in case I do run into him again, I figure I could use it to freeze him solid."

Prof. Utonium had an intrigued look. "Any other ideas?"

"Loads." Peter said feeling happy that the worst part was out of the way. "Retractable talons for the suit if we're making a more suitable one, maybe a flare to shoot out of my web shooters if I was ever seperated from the girls, an alarm for my web shooter to let me know if I'm running low on web fluid, something I like to call a tracer that tunes into my Spider-Sense-."

"Spider-Sense?" Prof. Utonium asked curiously.

"Oh I never told you?" Peter figured Ken or the Girls, would've told him, as he began to explain to Prof. Utonium about this sixth sense as they traded different ideas that could be used.

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"So Marko failed?" The Big Man asked Jackal on the phone.

"I'll be sure to find a way to punish him-." The Jackal began only for the Big Man to cut him off.

"No need, I wasn't expecting him to win, just focus on Project Rhino."

Jackal grinned maliciously. "Will do Big Man, will do."

To Be Continued...

Man oh man, this was a tough chapter to type.

Now I know that some people will probably be asking me why I had Peter act like an idiot with the fight agaisnt Sandman instead of calling the Girls, but the way I see it, it would be in Spider-Man's character to try to do it himself instead of relying on someone to bail him out all the time.

But he won't be doing it that much considering what happened, he'll be more of a team player in the next few chapters, but he will still have time to shine against many other villains.

Oh and as for my explanation for Mojo, I figured it was believable for his Canon aspect to happen in the beginning since he was just exposed to a Black Z-Ray, but in my version the longer he has Z-Rays running through him, the smarter he gets.

That's why I hope I have it believable with him slowly changing until he will be one of the greatest threats in this story.

Alright, Review Time!

Coldblue: Well for right now he's using the belt from the Amazing Spider-Man movie, figured it would work, and thanks I wasn't sure how people would've reacted with how they were panicking. As for a supervillain organization stealing them, I figured it would only be keyed to their DNA, so only the girls could use them. And like I said, I don't want to make the girls to powerful because otherwise there wouldn't be a story, it would be more like a slaugther for the villains, figuratively of course. Sorry about not having Sandman fighting the Powerpuff Girls, but I figured I could save that for next time. And I hoped I had Sandman's powers believable because it was hard to think about how to make Spider-Man beat him before I said screw it and took the canon win at the end. 1) He will still keep some stuff in his belt, but the web shooters and the backpack will be as good of a place as any. 2) I'm going to wait until longer because I want to introduce a lot of criminals for Spidey to fight before he gets his power-up, although he'll stand a better chance with the different weapons he'll make. 3) Didn't Jameson create Scorpion because he hated Spider-Man? Although I don't see him putting the Mayor's life at risk because of it. He'll try to create more trouble for Spider-Man just not the Mayor. 4) Trust me, I am not doing the tongue thing from the old cartoon, that just weirded me out. I have something planned already. As for Mimi and Bell, those are some very good ideas.

NightMaster000: We will see more of Madame Web and I'm pretty sure people have a good idea on who the warning was about. Princess and Annie may or may not find out about their other sides, or they may not. It depends on what happens in the story. As for Mimi, Bell and Nyx I'll have to work on bringing them in, but if they join then Spidey will be the only guy on the team... That would be hilarious to type. I don't know about the Music Meister parody but I have two Marvel Villains that I will rewrite with Black Z-Rays bringing them back. The first one may appear in the seventh chapter.

KirbyManiac2: Thanks!

777-Dizzy: Thanks and yes the Sinister Six will be coming because I always liked the stories about them fighting Spidey due to them pushing him to his absolute limit. And I always wondered if the belt could transform them why couldn't it be a weakness? Anyways the Professor will work on that in his spare time as well as help Peter be Spider-Man at the best of his abilities.

Now I have a question.

When I bring in the Rowdyruff Boys, should I have Peter's clone be Kaine or Jessica? It can't be both because Jackal needs to create one of them, along with Ben for it to truly be Spider-Man.

Alright and I'm signing out and the Poll is done... Look's like it's just one girl.