Our quaint little story starts little over a decade ago with a young wrestler named Maxwell Markham, and a hardworking newspaper writer by the name of J. Jonah Jameson. Within the wrestling community, Markham was a rising star with prospects of escaping the amateur circuit and graduating to the realm of professional wrestling.

Markham only had one little problem. You see, while he might have had a nearly flawless win-loss record, Markham was mean. Meaner than Crusher Hogan, meaner than any other wrestler in the local circuit. Word got around of his nature as a prima donna nature, but everyone sort of sidestepped the issue on account of Markham's ability to grapple, punch, and gouge his way through nearly any opponent sent after him.

Which led than more than a few 'friendly' bouts turning bloody. Illegal foreign objects in the ring, thumbs in eye sockets, and one incident where a wrestler lost a portion of his earlobe to a bite from Markham. And while Markham would always receive a punishment of sorts, it was always nothing more than a slap on the wrist at worst - perhaps he wouldn't be allowed to wrestle for a certain period of time - but nothing could keep Markham out of the ring for long.

That was until his Championship Heavyweight Title match, which resulted in the untimely death of wrestling legend, Bonesaw McGraw. Some say that McGraw's bravado, along with the fact that the aging wrestler wouldn't put away his spandex shorts and retire like a sane person played heavily in his demise. Still, most condemned Markham for his actions in the ring that fateful day.

In most company slamming a past-his-prime, middle-aged man into the corner turnbuckle hard enough that the crack of bone could be heard resounding through the arena - and that was before McGraw rolled off the turnbuckle and fell to the concrete floor - a drop of close to ten feet. Bonesaw was pronounced dead at the hospital, citing his fall to the concrete as the cause of death.

While Bonesaw's death was cited as a terrible accident musings around the industry demanded that something be done about Maxwell Markham. Within two months of the death of McGraw, Markham was effectively blacklisted by the wrestling community that had once welcomed him with open arms.

One of the main deciding factors in this change of heart by the wrestling industry came in the form of one scathing article written by a man of the name J. Jonah Jameson. The article scrutinized the industry for letting Markham's increasingly violent actions to be quietly swept under the rug. Now faced with a media disaster, Markham had to be unceremoniously dropped from the lineup and overnight found himself on the shitlists of just about every fight promoter around.

Lacking higher brain functions necessary to holding a steady job, Markham went underground, turning into a powerful contender in underground fighting tournaments held in grimy back alleys and dusty warehouses. Markham carved a bloody swath through his opponents, leaving contenders with broken bones and hefty surgery bills. And without the pesky rule book to get in his way, he only got more brutal as time went on. Eventually fighting Markham equated to leaving the ring with the assistance of a stretcher, instead of being a possibility - it became a probability.

Now armed with a couple thousand spare dollars, he makes his way into the seedier side of New York, the part of New York where a man can drop a couple thousand dollars under the right nose and walk out with a suit of hyper enhanced combat armor. With his amassed winnings and brilliant revenge scheme, Markham planned to do just that.

Inside an old television repair shop lies the Tinkerer. Phineas Mason isn't a particularly assuming looking gentleman. He looks to be in his early sixties with a pronounced bald spot causing his head to glint in the dim lights of his shop, perched on the end of his nose are a pair of spectacles and his clothing speaks more of post-retirement work than the manufacturing of high-tech equipment.

You see, Phineas Mason manufactures weapons for some of the most dangerous men in New York City. No one knows exactly when the Tinkerer set up his shop and started offering his services. Some think he might be an aged villain from the pre-modern age, a man who realized he'd make far more money manufacturing equipment then he would ever make robbing banks.

And despite the quaintness of his shop, it's true, the Tinkerer makes a killing off his work.

Case in point was his current client when all two-hundred and fifty pounds of Maxwell Markham came through the door. The massive former-wrestler took up a good portion of the tiny shop's front room, but the Tinkerer paid no real heed. Disassembled on the counter in front of the Tinkerer was a vibro-gauntlet. Seated in the corner giving the new arrival a once-over, was Herman Schultz, also known as the Shocker.

The Shocker was a high-tech criminal and a mechanical genius in his own right, but when his gauntlets needed spruced up to give him just a bit more juice - he went to the Tinkerer. Of course, being untrustworthy of other people touching his equipment he made a point of overseeing the work from the chair in the corner. He and the old man would shoot the shit for a couple of hours and he'd walk out with upgraded tech that would leave him smiling like a teenager getting a handjob from the star cheerleader.

Obviously dissatisfied with being ignored, Markham made a show of clearing his throat.

Schultz fidgeted in his seat while the Tinkerer continued to quietly piece the innards of the vibro-gauntlet back into a cohesive unit. The old man, without ceasing his work, gestured with his bald head to the bell situated on the counter, "The bell, if you would."

Taped to the counter just in front of the bell was a piece of faded yellow paper with the words, 'Ring for service' written in black magic marker. Markham scowled and slapped a massive hand down on the bell.

With the tinny ring still reverberating off the thin walls, the Tinkerer delicately set his tools down on the counter, arranging them in immaculate fashion before looking up at Markham. Adjusting his glasses he first glanced up at the massive man before glancing back down at his list of associates to consult with on this particular day, the Tinkerer looked up from his list, "Maxwell Markham, yes?"

"In the flesh," the wrestler replied, folding two arms the size of tree trunks across his chest in a display of his manliness. Phineas remained unimpressed. Markham continued grinning and said, "I heard you could hook me up with a suit. Somethin' to give me an edge, y'know?"

The Tinkerer nodded, easing himself out of his chair, "Please, follow me, if you would, Mr. Markham."

The pair crossed the threshold into the rear of the shop where the Tinkerer kept his stockpile of assembled weapons, gadgets, and armored suits that he was in the process of constructing, upgrading, or disassembling for parts. The old man paused to give Markham another look, "Are you looking for anything in particular?"

Markham nodded, "Yeah, I'm thinkin' - I'm thinkin' maybe...spikes. Skulls. Razor sharp claws, y'know, that sort of stuff. Stuff that'll scare the piss outta somebody. I wanna be scary."

"So, intimidation is an important trait to you," Phineas mentally noted, "Do you have particular price range to work from?"

"Ah, I got about three thousand bucks," the giant answered, producing a handful of crumpled bills from his pocket. When the Tinkerer nodded his silent understanding the wrestler shoved the money back into his pocket, "That's not gonna be a problem is it?"

"No, that won't be a problem at all. I have some equipment for those on a budget," the inventor replied, journeying farther into the clutter of assembled suits, eventually passing into the point where old equipment was laid to rest until someone new to the game came along looking for quality equipment on a budget.

Some of the aesthetic choices were a bit...odd to say the least. Equipment of every shape and size, manufactured for all number of individuals but never actually put to use on account of any number of reasons. Silently the Tinkerer appraised the equipment available while Markham surveyed the gear himself, eventually settling on a set of onyx armor with a grim-looking skull carefully etched into the metal. Also, the suit had an overabundance of spikes and overly ornate shoulder pads.

To be frank, it'd been the nineties when he'd been asked to construct that armor.

The only problem being that Markham was decidedly too large for the suit he was so enthralled with. It'd been designed with an average sized man in mind, not a hulking goliath. Which was going to present quite the challenge. Still, the Tinkerer was a businessman as well as an inventor and upgrader, so he had an ace up his sleeve.

"I think I have something that would suit your fancy just fine," the Tinkerer said, pushing a few containers and boxes out of the way to reveal a large suit tucked in the back of the room, "It's a powered exoskeleton, giving you the strength to lift almost fifteen tons. The gloves are affixed with razor sharp claws, just like the you wanted - and the whole unit is on sale for three thousand dollars."

Markham ambled over to ponder the suit. Despite the positives in terms of strength balanced by relatively low costs, Markham was stuck on the aesthetic choices concerning his possible new equipment, "It looks like a bear-suit," he stated rather matter-of-factly.

And indeed the exoskeleton did look like a bear, right down to the faux brown fur and cowl formed into the rough shape of a bear's head, snout and ears.

"The exoskeleton is concealed underneath," the Tinkerer pointed out.

"Still looks goofy," Markham murmured, "Do you have anything else for this price?"

"A man of your stature isn't exactly easy to outfit. Unless you want to request a custom build, but that will require extra time, and money," the old man emphasised, "If you want to leave with a combat-ready suit in your possession, I'm afraid this is the best I can offer."

Markham, clearly going over his options in his head took a moment to touch the fur, rubbing the material between his thumb and forefinger. With a sigh of defeat, Markham lowered his head, "I'll take it."

It took little more than twenty minutes before Markham was sent on his way with written instructions (with pictures) on his newly purchased super-suit and the Tinkerer was another three-thousand dollars richer.

With Markham at a safe distance down the road, Herman Schultz let out an exasperated groan of disappointment, already fishing into his trouser pocket for his wallet, "I cannot believe this."

"And you told me no one would be stupid enough to purchase the bear suit," Phineas said while the Shocker slapped down a wad of bills into the inventor's hand, "It would appear you were wrong."

J. Jonah Jameson pinched the bridge of his nose, "Parker, you're our Spider-Man expert. You begged me to go to this little shindig, and Spider-Man just so happened to appear - and you failed to get even a single picture? Tell me if I'm missing something in there."

Peter gulped, despite all his power, couldn't argue with facts, "No, Mr. Jameson, that's accurate."

"Wait, Parker, it gets better," Jonah continued with a toothy grin, gesturing with the smoldering butt of his cigar, "You're the only one who can seemingly get quality shots of Spider-Man in action, so I'm stuck running a stock photo! Do you know how that makes me look? This paper specializes in accurate reporting, especially about that wall crawling nutjob, Spider-Man!"

Peter had to scoff at the 'accurate' portion of that comment, but held his tongue.

"If we don't have a fresh picture, then this paper's no better than the Times, and that just won't do. I want pictures of Spider-Man, and I expect you to deliver. Is that a simple enough of a request?"

Peter opened his mouth to speak, but was cut off.

"Good, then we're in agreement. Now get out of my office before I start asking for rent, and don't come back until you've got me a stack of pictures worthy of the front page! And tell Ms. Brant to send in Brock on your way out," Jameson continued in the rapid-fire manner with which defined his character, puffing on his cigar as Peter quickly evacuated the office.

Safely on the other side of said door, Peter managed a crooked smile in Betty's direction, "Well, I think I've officially doomed myself to chasing a man in spandex, for the rest of my life."

Betty chuckled, and Peter was just about to make a snarky remark that would get his foot into the door in terms of setting up a possible date with J. Jonah Jameson's secretary. Sure, she was a little older than him by a couple years...but that hadn't hurt anyone before, right? But of course, thanks to the old Parker luck, just as soon as he opened his mouth for a witty quip - the back of his skull exploded with a tingling sensation. So rather than something that would make Betty want to grab coffee with him, he uttered, "Oh, crap."

The Bugle office elevator dinged and the doors slid open - to reveal a hulking man in an outlandish bear costume.

Okay, so maybe Peter's spider-sense was on the fritz at the moment. There was no way that this bear-dude was a legitimate threat to anything except his own dignity. Except when the Terrible Teletubby decided to grab a heavy wooden desk and chuck it across the offices.

Time seemed to slow down as Peter acknowledged the flying furniture with an aside glance and the teenager jumped forward, snatching Betty by the shoulders as the pair tumbled to the floor in a heap just as the desk hurtling through the air careened through the glass windows that made up one wall of Jameson's office. Jonah's shout of anger indicated he'd been unharmed by the wooden projectile and Peter shifted his gaze back to Betty, "Are you okay?"

The secretary managed a small nod.

"Alright, stay down, stay outta sight," he said, working to keep his voice low and steady. And as much as he really wanted to be this close to her - the circumstances were definitely not ideal, "I need to-" Get better excuses, he mentally berated himself, "-get help."

Betty's eyes played out an entire misty eyed conversation that was most certainly telling him not to run off and play hero - which considering the red and blue spider-suit he had concealed under his clothes - was his entire intention. The way she clung to his sleeve made him really regret great power and great responsibility dictating that he jump in to stop the nutjob in the bear costume.

Sometimes, he really just wished that spider bit somebody else. Make it their problem to fight off psychos in bear suits - he just wanted to huddle in the corner and piss himself like a normal human being.

Blasted spider genes.

Maxwell Markham, or Grizzly as he was now referring to himself as, had to admit that the Tinkerer knew how to put himself together a damn fine suit of armor. The fuzzy bear suit had gotten him more than a few chuckles at first, but tossing a solid wood desk across a room like it was a paper ball? That had shut people up real quick.

Now sufficiently sure he had everyone's attention, Grizzly made ready to make his announcement to the office, "I'm here for J. Jonah Jameson, he and I have a score to settle. If the coward would show his face, it'd save the rest of you a whole lotta of pain."

There was hushed bickering in the corner, one voice arguing against irrational action and another arguing that for the safety of his workers, irrational action was indeed rational. The whole thing played out like a soap opera as after several long moments, the editor himself arose from behind one of the desks.

The Grizzly snorted, the bastard still had the same mustache he had a decade ago.

Jameson navigated his way through the sea of desks and cowering employees, eventually standing before the mammoth that was Grizzly. Despite being about a foot shorter and a good two hundred pounds lighter, unarmed and without any powers - Jameson didn't look one bit intimidated. Which only served to give the Grizzly more reason to grind his teeth together.

"What do you want?" the journalist asked, forcing the words out before cutting himself off from saying more, "Whatever this is, it's between you and me. You don't take it out on my people."

"You ruined me, Jameson. What makes you think I give a damn about what happens to your staff?" Grizzly growled, drawing up to his full height and doing his damndest to make himself look more imposing. Judging from Jameson's response...it wasn't working.

"Look, I don't know who you are - but I've been in the newspaper business for twenty-five years, I've ruined my share of people," the editor retorted, "You're going to have to be a bit more specific if you want to ring any bells, fuzzball."

A massive clawed fist slammed into a nearby desk,shattering it down the middle and causing everyone in the room to jump. In fact, even Jameson took a half-step back, "You ruined me. I was going to make it to the professional level, I was getting somewhere. But you had to blame me for what happened to Bonesaw. You had to spread your lies and get me permanently banned from the sport! I was going to be somebody! People were going to remember me!"

Grizzly brought back his fist, preparing to eviscerate the newspaperman with one fatal strike. Except that something pulled taut and kept his arm from descending, and a mocking voice from behind him said, "Oh, don't worry. I'm pretty sure you'll be remembered quite well. I mean, it's not everyday that somebody attacks the Daily Bugle while dressed in a bear suit."

Grizzly snarled, glancing over his furry shoulder at a red-and-blue clad individual seated on the wall, a webline snaking from his gloved hand to the Grizzly's raised arm.

"Who the hell are you?" the former wrestler spat, before giving the quick-talking webslinger a second to reply Grizzly yanked his arm with the webline still attached, "Y'know what? It don't matter," Grizzly brought back his other fist while the web-head's adhesive properties meant he was ripped off his perch with bits of the wall and sent hurtling right for the furry villain's clawed fist, "'cause I'm gonna beat ya just the same!"

Spider-Man had just long enough to curse his bad luck before Grizzly's fist slammed into his jaw - sending him hurtling backwards. Tumbling wildly he slammed into a heavy desk shattering the wood before coming to rest, if it wasn't for his proportionate to a spider levels of durability - his face probably would have been paste rather than sporting a fresh bruise.

Then again, he might have still been paste if he hadn't rolled out of the way of Grizzly's wild leaping strike - which only served to shatter the desk into pieces under the furry onslaught.

"Okay, seriously, Yogi," Spider-Man quipped, springing out of his dodge straight into a punch. The spider-powered punch staggered the furry foe for a moment, giving Spidey time to deliver another fist to the Grizzly's chin, "I get that you're angry, but you don't need to take it out on these innocent people."

"No," Grizzly shouted with resolution, managing to snag Spider-Man by the shoulders, "I'll just take it out on you!"

"Not what I had in mind," Spidey murmured as the Grizzly brought him up off his feet before slamming the webslinger into the floor. The tile cracked and Spider-Man quickly recovered from the slam, "Okay, no more Mister Nice Spider," he drove a boot into the Grizzly's knee, dropping the former wrestler to the floor in pain, a follow-up kick slammed into the Grizzly's nose a moment later.

With the Grizzly still reeling from a kick to the face, a heroic bystander clobbered the criminal over the head with a nearby fire extinguisher.

Said heroic bystander turned out to be Jolly Jonah Jameson himself, which left Spider-Man rolling his eyes behind his mask as he pulled himself to his feet. By the time Spidey was on steady ground the editor was already jamming a finger into his chest, "I should have you arrested for vigilantism."

Okay, writing insulting things in the paper? Yeah, Peter could understand that from a business standpoint - sort of. But threatening the guy who just saved you from a giant bear attack? Peter couldn't really get behind that logic jump.

"W-what? I saved your life," Spider-Man said slowly, making sure to put heavy emphasis on every word so that maybe some thread of logic might permeate the editor's seemingly Adamantium skull, "And you're threatening to send me to jail? I'm pretty sure a thank you is in order."

"A thank you?! Your stupid antics wrecked my business!" Jonah retorted, gesturing to the results of the confrontation, "And I'm sincerely doubting you'll be sending a check in the mail to pay for the damages."

"Hey, I'm not the Fantastic Four, I'm not rolling in the money," Spider-Man countered, "But seriously, saved your life," and then his spider-sense decided to kick in once again. At first, Spidey thought Jameson had decided to throw a punch - but found himself quite wrong. No, what he thought was a firmly unconscious idiot in a bear suit - was really just a momentarily stunned idiot in a bear suit, "Ah, crap."

Spider-Man was in motion before Jameson could get in another word about damages and Spidey's inability to be held accountable due to his mask - and with a grin - shoved the editor out of the way and tackled Grizzly before the villain could bring his claws down on the unsuspecting editor, "Uh-uh-uh, none of that now," going with a gut feeling that if he sufficiently gooped Grizzly's eyes with some webbing the bear-themed lunatic would be unable to successfully retaliate, "Now just be a good little homicidal maniac in a stupid costume and give up peacefully," and so he did just that, applying a layer of webbing to obscure the Grizzly's vision.

Which nearly instantly turned out to be a mistake.

Because now instead of a brain dead bear-man flailing wildly, he was now dealing with a brain dead bear-man flailing wildly who happened to also be blind. So in hindsight, not one of Peter's best gut feelings.

With Spider-Man kicked off the Grizzly's chest landing just outside of the man's reach, "Hey, you keep this up and there won't be any porridge! You hear me? No porridge for you!"

Grizzly, still blind but still able to judge sounds, charged forward. Warned in ample time thanks to his spider-sense, Spidey jumped over the Grizzly with a flashy frontflip, firing a pair of weblines at poor Ben Urich's desk and giving the lines a hearty yank. The desk hurtled across the room, slamming into the Grizzly's back - and ultimately accomplished next to nothing.

"Okay, seriously, I keep hitting you with heavy stuff," Spider-Man muttered to himself, ducking out of the way of a series of wild swings from Grizzly, "Why aren't you falling down?"

While Grizzly tried to pry the layer of webbing from his face, Spidey noted a quiet clicking sound coming from the gaudily dressed villain. It reminded him on a level of the sound made when a gear became stuck and wouldn't rotate properly while another gear continued to futilely try to spur it into action.

Then again, it probably sounded like that because his deduction was actually the case.

Of course, Spider-Man not being omniscient, didn't know this for fact but had to follow up on this new hunch. Hopefully more successfully than last time. Then again, peeling Grizzly's suit away on the off-chance it was the source of his powers was a lot more well thought out plan then just blinding the guy.

With Grizzly still dealing with the webbing on his face (which had by this point also become affixed to his hands, further deepening his conundrum), Spidey jumped up and affixed himself to the large man's back, "Alright, you overgrown rodent - it's time for this weird bear fetish of yours to end. I'm the only one allowed to dress up in colored long johns and pretend to be an animal," Spider-Man rambled, seizing hold of the thick fabric before pulling his hands apart, tearing a large gap in the back of the suit, "You are wearing underwear under this, right?"

Grizzly, realizing that the spider-themed vigilante was likely getting close to the more delicate internals of his exoskeleton, took the time to slam his back into whatever he could find (with Spider-Man still clinging to his back like a frightened koala) but failed to budge the web-wearing hero. Though he did manage to give Spider-Man a hell of a headache.

With one more heave, Spider-Man managed to tear the furry suit just far enough to expose some decidedly mechanical components.

While the teenaged hero couldn't quite wrap his head around why anyone would build an armored exoskeleton that could give it's wearer super human strength - and then cover it in a godawful bear costume - he didn't hesitate to identify the suit's power pack, "Well, this looks semi-important," the wall-crawler tore the power pack from it's housing and flashed it in front of the Grizzly's face, "This is important, right?"

With the suit shutdown due to a lack of power, power also reserved in some quantities to keep the suit standing - without it, Markham toppled forward onto the floor. Now he was just a man trapped in his own stupid outfit because the gears that served to give the suit it's strength were now immobile due to a lack of battery power to run them while Markham lacked the required strength to physically force the limbs to move.

"Well, that's sort of disappointing," Spider-Man mused, making sure to prep Grizzly for the police before making his exit. Retreating to a nearby building to change back into his meek and mild Peter Parker persona, Peter quickly beat tracks back to the Bugle to check-in and make sure everything was alright. Jameson was understandably angry about the crazy wrestler obliterating a portion of his office along with Spider-Man who only showed up as a publicity stunt - where Jonah got this from was anybody's guess. Betty broke through the crowd of police, enveloping him in a hug that surprised him. He honestly wasn't expecting her to be that concerned for his well-being.

"I was so worried about you, I thought something might have happened, I didn't see you out on the street," she said, her gaze averted for a moment before drifting back to his face - where her eyes widened, "Peter, what happened to your face?"

"My face?" Wait, he remembered, getting cold-clocked by Mr. Bear-rage, he probably had a heck of a bruise forming along his jaw. Now his brain had to rapidly shift gears and come up with a quality lie to explain away his injury, "I - I tripped while I was trying to get out of the building."

There, a Grade-A, high-quality, totally reasonable and totally not pitiful lie that would explain away the bruise perfectly while leaving no room for doubt or thoughts that would somehow end with Betty correctly assuming he was Spider-Man. Yes sirree, this lie was foolproof.

Totally foolproof...

….she was totally going to see through this lie within a second.

"Wow, Pete, you really are a klutz."

Gorramit.

Bruce Wayne never had to spend his time explaining away all his bruises and scrapes, so why did Peter Parker get saddled with these kind of problems?

Oh, right.

Parker Luck.

- A note from Dryskim -

Okay, let's be honest, this chapter took me way too darned long to complete.

Primarily because I'm a lazy bum, but also because this wasn't my first draft of this chapter. No sirree, originally this chapter was going to serve as an introduction to Doctor Octopus - obviously, as you can see by my use of General D-Lister, Grizzly (who is indeed a real villain, consult the Marvel Comics Database if you don't believe me) Doctor Octopus was not the opponent of this chapter. Next chapter will include a more mainstream, albeit still C-List villain in the spotlight, but I just found the silliness of Grizzly too good to pass up.

My goal is that hopefully in the future my updates will be on a more consistent rotation, and that this story will at least last long enough to follow through my laid out chapters, so I'm aiming high, roughly twenty chapters.