Chapter 1: First Encounters

Peter stood in front of his Uncle Ben grave, it has already been a year since the tragedy, and all he felt was guilt, guilt, guilt, and more guilt. It was not fair for his uncle to lose his life he remembered that day as if it was just yesterday that had occurred. Peter remembers finishing a show trying to get away from the paparazzi and contractors that is where he met him…


Flashback one year ago June 28, 2012

A man with a brown jacket wearing a black shirt wearing blue jeans came running down the hall, he spotted Spiderman as he raced down the to get away from a police officer. He saw that Spiderman was holding back a door where heard a voice coming from the other side saying, "I've got a $1,000,000 contract right here Spidey! All you have to do is add your signature!"

"Oh man, am I glad to see you!" He said after Spidey closed the door on his paparazzi stalker. He turned to see the blonde man walk him with a grin on his face.

"You're a second story man like me right?" He asked behind the mask Peter looked at him queerly, "Help me ditch this cop!"

"Listen, pal, I have no idea what you're talking about!" Then he heard a new voice yelling

"Stop him! Stop HIM!" Spiderman turned to see a cop running, the blonde man ran towards an elevator calling out.

"Later for you Harrigan!"

"Hey, I know you! You're a captain at the Forest Hills police precinct…" He said, "What are you doing here…?"

He huffed and puffed finally coming to a stop in front of the costumed hero. He glared at him scolding him, "You young idiot! Why didn't you stop him? I finally caught him in the act of rifling through the dressing rooms!

"And this means, to me what now?" Spiderman said nonchalantly, "You do your job, and I'll do mine. And my job is strictly looking out for NUMERO UNO from now on!"

Infuriated with the masked man Officer Harrigan threw his hat on the floor with rage as Spiderman walked away from him, "What! I ought to run you in!"

"Pfft…on what charges? Save your breath friend!" He waved off, "I've got more important things to do!"

Later that night a few hours later, Peter arrived back to his house in Queens where flashing lights were seen in front of his house. His young mind was somewhere else instead of the current situation in front of him.

'What a great show tonight, and I have no trouble depositing that $100,000 check in my new bank account!' It wasn't until he took a few more steps that flashing lights hit his eyes, 'Life sure can't better than…what the…What are the police doing here in front of the house?'

He was about to go inside when an officer stopped him, "Hold it, son! Where do you think you are going?"

A new voice interjected, "That's Peter Parker officer. He is the nephew of the man who was murdered and he lives here..."

The officer let him pass and Peter gave a questioning look, "Murdered…Mrs. Watson, what happened here? What's going on what to happened to Aunt May and Uncle Ben are they alright?"

Mrs. Watson placed a hand on the boy's shoulders, "Peter your aunt is fine. She tried to tell me as much as she could. Peter a man broke into the house because he was some type of madman and he was armed. He waved his gun around saying he was looking for Spider-Man."

"Spider-Man! How…? But...Why…?" He said frantically another officer came up to him

"That all we know son. Except that there was a struggle and the man shot your uncle." Peter went numb as the officer said, "The burglar escaped, but we've got him trapped at the old ACME warehouse down at the docks."

Peter then took off abruptly leaving a baffled police officer and Mrs. Watson trying to call after him.

"Wait where are you going!"

"Peter you should come with me to your Aunt May she needs you now!"

Peter couldn't go back to Aunt May right now he had to find the one responsible for killing his uncle, "Later, Later! I've got to go!"

"Go where!" Mrs. Watson called out to him

"I've got to get him!"

Mrs. Watson was just as confused as the police officer was but said nothing more as he disappeared from their sight.


Thunder was heard in distant and lightning flashed through the sky as Peter quickly changed into his Spider-Man outfit on a building. A million questions were running through his head but one stood out from the rest of them, how this crook knew where to look for him?

"The ACME warehouse if I remember correctly was derelict for years, it would be a perfect place to hold off an army of New Yorks finest in that glooming place." Once he finished changing he took off spinning his web swinging from building to building, "But he won't hold off Spider-Man!"

Peter or should I say Spider-Man heard distant radio chatter and gunshot and shouts of police forces when he got there he raced across the warehouse rooftop. "It's just as I thought! All the killer has to do is wait and pick off the cops like flies if they try to approach him!"

Stealthily he avoided the police making his way inside of the warehouse and there is where he saw the killer though he noticed those clothing looked vaguely familiar. But he ignored it as he heard him say, "All I got to do is hold them sucker cops off until the moon goes down and I can slip away in the darkness of the night…"

"You're not going anywhere, killer!" The crook looked for the source of the source of the voice

"Huh, who's there?"

Suddenly a familiar red and blue costume landed in front of him he smiled as he recognized him, "Oh man it's you. Glad you came you can get me out of here easily." He put away his gun inside of his jacket.

"Get you out of here? What are you talking about you nut case!"

Pulling off the ski mask he revealed himself to be the blonde man from this evening, "Hey buddy it's me! I went to that house cuz I knew you'd been casing it, just like me! I figured there was a good chance you'd come back there!"

"Wh-What!?" Spider-Man went numbed again as he stood there shocked to understand what was going on as he listened to the killer explanation.

"Hey don't worry Pal! I ain't gonna blow your little TV Star gig!" HE said, "But as you're gonna play cat burglar on this side of the law, you and I could be partners with your talents and my brains…"

Peter began to stammer, "No! NO! I didn't recognize you it wasn't that important to me!" Then he realized something, he didn't stop him, he couldn't stop him from killing Uncle Ben, "You're the one I didn't stop!"

He hammered the killer with a powerful right hook knocking him down to the floor; Peter quickly pounced on him grabbing him by the coat punching him across the face repeatedly, "AND NOW UNCLE BEN IS DEAD BECAUSE of OF…OF…of…me…!"

Spider-Man dropped the bruised killer flat on his back unconscious, black and blues bruises were already visible on the killers face, "No…no…this is not what Uncle Ben would have wanted…it's a good I stopped or I've would have killed him…"

Spider-Man examined the man, "He's out cold from probably the first punch, there's only one thing to do now…"


Outside of the warehouse, the Chief was looking at the map of the building, "The moon will be down soon. I hate to risk losing much fine police force but we have no choice but to rush the place!"

"Holy cow! Look!" A swat said every eye looked up to see what he was staring at they could not believe what they saw the man they were looking for was on the end of a spider web. Peter, once he was far away from the scene took off his mask hanging his head in shame muttering letting tears fall, "My fault…all my fault…because I didn't stop that punk when I could have! Now, Uncle Ben is dead! He's dead!"


Present day September 5, 2013

Peter soon realized that night that with the great power, that he has been given there must also come great responsibility, and he learned the hard way. Ever since that night, Peter has been a state of depression but he hides it with jokes and a brave smile. Now a year has passed and Peter has found that he has quite an adventure, with meeting new villains such as Shocker, Vulture, and Mysterio but he has gained new friends along the way, Mary Jane, Harry Osborne, and finally Gwen Stacy.

Not to mention he was working at a newspaper company called the Daily Bugle taking pictures of himself. It wasn't the best job in the world but it did put food on the table which he was happy about but the worst problem is that Aunt May was behind in the bills again and he already spent his money that he gained from his momentary TV gig.

Peter sighed that was in the past now, he looked at the writings on his uncle tombstone 'RIP Ben Parker, Beloved uncle, husband' he touched his uncle's tombstone letting a tear slip down his cheek, "I promise Uncle Ben I'll do everything in my power to make it right, I won't let you down again."

He heard footsteps approach and elderly soft voice, "Peter it's time to go honey…"

"Coming Aunt May…" He turned seeing his aunt standing afar he gave her a small smile walking away from his uncle graves he turned one last time before leaving, "I'll make you proud, I promise…"


New York City High Above the Clouds

The Professor was listening to everything the radio stations, TV stations had to say about the mysterious Spider-Man for the past year, this man proved that his deeds were noble and would go great lengths to protect the innocent.

He gathered the X-Men, which included Wolverine, Cyclops, Jean Grey, and Storm since these were the only ones living at the mansion for now; they went with him to New York City on the Black Bird to find Spider-Man since they were not going to take long in talking with him. However, there was something bothering the Professor for a year now why Cerebro has not detected this young mutant before?

"What on your mind Chuck?" Came a gruff voice, "You're not thinking about this spider kid are you?"

"Obviously yes Logan I am but that's part of it." He said making a triangle with all 10 of his fingers and leaning them.

"What do you mean that's part of it?"

"Over the past year I've been trying to find this young man, but the problem is Cerebro hasn't picked up his signature yet."

"What!" Cyclops and Jean looked back at their mentor they couldn't believe what they were hearing even Storm was shocked to hear such a thing

"But Professor with those powers I mean how could Cerebro not detect him?"

"I don't know Cyclops, I just don't know…"

Storm who was flying the Black Bird spoke, "Maybe Charles that this young man is not a mutant and possibly affected by something else perhaps?"

"That could be a possibility Ororo that could be a possibility."

"Great first, Cerebro can't find the web-head and now we got to find a spider-boy in a costume running around fightin' crime section by section on the Big Apple just great." Logan said not liking any of this at all, "Anything else I missed."

Silence hung in the air, Logan growled, "I thought not…I can't believe it either…it's like trying to find a needle in a hay stack! Anyone of those punks could be the stinkin' web-head!"

They had spent a few days and nights trying to find this Spider-Man on foot and in the air, it was proving difficult since the city was quiet. They even had called in Storm's family to help them with the search of Spider-man; it was getting late and was already just past midnight and still no luck trying to find him.

"I calling it Chuck there's no sign of him anywhere!" Logan was frustrated as it is and despite his healing factor of not feeling fatigue, he lasted longer than Cyclops, Jean, and Storm since they were sleeping in their seats.

"Yes, I'm afraid I have to agree with you old friend I think it is time to go home we searched quite enough." Charles sighed in defeat, 'What a shame…what a shame…'

Charles turned on the radio and tuned just one last time in hopes to hear about the web-head, "This just in Astronauts pilot John Jameson and co-pilot Paul Stevenson visit a newly discovered asteroid, have crashed landed on the George Washington Bridge NYPD have been notified to investigate."

The professor looked at Logan, "Hurry Logan this may be our last chance to meet this 'Spider-Man'!"

"I'm way ahead of you Chuck!" Kicking the Black Bird into high gear and they sped off into the night sky.


George Washington Bridge

Spider-Man already saved the pilots from the burning shuttle and thankfully, that radioactive spider gave him a new physical attribute but then again when you are wearing a suit that weighs over 100 pounds plus the body weight equals massive strain but he has radioactive blood so it was not that bad.

"Spidey saves publisher son." Spider-Man titled the headline with his hands he grinned behind the mask at this idea. "Can't wait to see Jameson's face when…"

Then there was a crash coming from inside the shuttle so Spider-Man hopped back on the shuttle to investigate the strange noise, "I wonder what that was…"

When he hopped down scanning the room he said, "Anyone home?"

Spider-sense kicked when the shuttle started to move, "Uh-oh better get out of here!"

Quickly he jumped on the side of the shuttle to climb back quickly to where he came out of; he had to move quickly before the shuttle plummeted to the Hudson River. By the time, he reached the entrance the shuttle had plummeted to the river below causing him to be thrown off the wall swimming for his life.

The authorities and medics had to pick up the Jameson son and his co-pilot quickly rushing him to the hospital. The blackbird hovered over the bridge with a cloud covering them making sure they were not spotted by authorities.

"Anything Professor?" Asked Jean, "I mean he isn't…"

"Let me check Jean…" The professor put a hand to his temples and scanned the area. It took a moment but he found that Spider-Man was there only trying to catch his breath from the fall.

"Yes I've found him he is on shore apparently he was still on the shuttle when it fell in the Hudson."

"Alright then let's go meet him!" Cyclops said in relief after a week of searching they finally found him.

"Yes let us make ha…Logan, quickly he's on the move headed due South headed into the city in Uptown."

Logan quickly took off in the direction the Professor said making sure to stay behind the web-slinger while trying to keep their distances.

Peter landed on a nearby roof and checked his costume again pulling on the substance, "Eh…Hudson river pollution, thick, rich and creamy…it'll take me a week just to get rid of this stuff…eh…nothing worse than soaking my costume…eh?"

Police sirens were heard in the distant as Spider-Man looked down and saw a car going through the city streets very fast and nearly out of control.

"What the heck is going on now?" He said,

Since the chase was not near uptown, there was very little traffic at this time and in this area so the car was easily going down the street trying to evade police.

"Time to work." He took off swinging in the direction of the chase making haste to make sure no one got hurt. Then they saw him. Spider-Man was swinging after a police chase.


"What in the world is he doing?" Scott said.

"Well if he is the good guy, I doubt he is going after that fleeing car for no apparent reason," Jean said to him.

"Storm I need you follow him we cannot miss this opportunity to meet with him." Storm nodded taking off her seatbelt and going to the main entrance of the Black Bird Wolverine slowed down just enough to let Storm off where she took off into the sky from the entrance.


Spider-Man was swinging over the street trying to catch up to them. He was finally able to get the right distance and flung himself forward into the air, somersaulted and landed on the hood of the car facing three in the car. "Licenses and registration por favor?" He said to them.

One of them screamed, "HE'S REAL! HE"S ACTUALLY REAL!"

"That's just hurtful, of course, I'm real! I've been in the news since day one!" Spider-Man mocked a fake hurt

"Ice this dead man!" The skied masked driver yelled at the passenger, pulling out a gun he shot at Spider-Man left and right, right to left.

"Get rid of him you moron!" the driver yelled

"I'm trying." He said through the ski mask he still had on, he was pointing his gun at Spider-Man shooting at him from side to side but Spidey kept dodging the bullets.

"Play times over kiddies." He webbed up the windshield and jumped to the back of the car. While on the ground, he aimed and fired his webbing into one of the rear wheels. The webbing gummed up the wheel and stopped it, Spider-Man then jumped ahead of them webbed two lampposts creating a giant web, the car then flipped over a few times after Spider-Man leaped off the car off from the first roll and it slammed into the side of the giant web stopping in place.

Spidey then jumped to a nearby car waiting for the crooks to come out, they already evade police, but they could not evade him. Two doors popped open and the four crooks were on the ground with guns loaded.

Peter quickly snagged the fours guns and the hands attached to them with a web line from each hand and pulled forward slamming them into the ground. He into the air encasing two of the crooks in webbing hanging them upside down on a

"Now, there's two down and two to go." The third crook pulled a switchblade foolishly coming after Spider-Man. He fired two web lines in front of the crook soared through the air slamming his feet into his chest knocking him out cold.

He looked around and saw the last crook go into an alley. "Oh, where, oh where has my little thief gone, oh where oh where can he be?" He sang and took off for the alley once their spider-sense flared he dodged an oncoming bullet just in time.

Spider-Man dodge every oncoming bullet using the walls to his advantage, the fire-escape heck even dodged some of the bullets when he was ground swinging his body in a blur.

"Go ahead a keep going mac, I can do this all day, and you'll run out of bullets long before then."

He saw the crook behind a dumpster shielding himself from the webbing in case Spider-Man every used which was mostly the case, then without warning lighting struck him square in the back launching forward towards the dumpster knocking him out cold.

"Wow…that was…unexpected…" Spider-Man froze in place on the wall blinking then he looked up at the sky, "And not a cloud in the sky I guess lighting does strike whenever, and wherever…."

"Actually Spider-Man that would be my doing."

He looked up to see a dark-skinned woman with a mane of white hair flaring, in some kind of black body suit. He shocked, to say the least, but grateful then she said politely, "Greeting Spider-Man I was wondering if you could spare me and my friends a few moments of your time?"

Peter weighed his option, his first option was getting the hell out there but then again after seeing what that woman did to that crook, he might as well see what this woman and her 'friends' wanted I mean his spider-sense would warn if they pulled anything funny.

"Well since you asked so nicely how could I refuse?"

She smiled, "Very then but we are going to have to go the rooftop for pickup."

"Pick up?" he repeated as they made their up the building, then what he saw stunned him there waiting for them was some sort of jet hovering over the rooftop. The dark skinned woman motioned him to follow which did leaping into and into the main entrance since it was low enough for a jump.

When he entered the jet he was greeted a man in a wheelchair, another male in a spandex suit with a visor going across his eyes and a redhead wearing a black spandex suit with a green stripe down the middle come to think about this girl looked like MJ with redhead and green eyes.

"Welcome Spider-Man to the Black Bird." Said the man in the wheelchair

"Um…thank you…" he said nervously he didn't what to expect.

"Say what's that black stuff on your costume is?"

"Hudson Pollution…"

"Oh…" Cyclops was taken aback, "The water was that dirty?"

"Mmmhhmm…"

I believe introductions are in order Cyclops, my name is Charles Xavier, you already met Storm…" Spidey turned his head meeting the African American woman smile, "This is Cyclops, and Jean Grey two of my students who are learning to control their powers. I have a few things I would like to discuss with you if that's alright?"

Cyclops gave a salute with two fingers while Jean gave a small smile and wave to the wall-crawler. Spider-senses was not going off so Peter figured it was all right to hear him out on what he was going to tell him.

"Well since you guys obviously went to a lot of trouble to find me I guess it would be rude not to listen, so teach um…what's on your mind?"

"It's about you and your powers." He began. "You see I run a school for gifted youngsters, people like yourself that have gifts and abilities that other people don't." Peter listened intently to everything Xavier did and what the school was about. He explained that he started the school for gifted youngster who also could not control their powers and he intended to help them every way possible. As well, Charles explained the X-gene that people may be born with it not realizing that they have it until they are teenagers, to say the least.

Finally, he also told him that Spider-Man was putting mutants in danger for exposing his powers to the public and that they had to go into hiding for their own safety since people didn't understand mutation as well as he did.

"Well…then…"Peter began scratching the back of his head, "That some pretty interesting facts you got their Professor but I didn't get my powers through this X-gene…"

"Oh really? Then how did you get them Spider-Man?" He asked

"I got bitten by a radioactive spider during a science expedition after the place I was at exploded."

"How did you survive then?" Storm was in disbelief when she that

"I'm just as baffled as you are, to say the least. Heck, even the doctors don't know how I managed to survive an explosion." He laughed

"Well then… would you consider staying at the mansion to learn to develop your powers even further since you're neither a mutant nor human?" The professor said, Peter thought about it and weighed his option, "The choice is up to you Spider-Man, we are not going to force you to make you come with us."

"Well, as much I would like to yes I'll have to decline the offer, Professor Xavier." Peter explained, "You see my life in New York is okay thus far and plus I have family here as well since my life as Spider-Man has been taking its toll meaning I can't give up being Spider-Man just to train to hone my skills."

The professor understood what he was trying to say and nodded his head, "Very well Spider-Man I can perfectly understand your situation." Going for his pocket in his suit he pulled out a card, "Here is my card in case you ever change your mind and free to calls to use our Danger Room training session if you feel the need to so."

He took it and put it on his waist belt extending his hands, which the professor took, and shook, "Thank you, professor."

"No thank you for taking the time out of your day to listen to what I have to say." Then he turned to Logan, "Wolverine you can slow down the Black Bird and drop off…"

"That won't be necessary just open the hatch and I'll probably swing to a nearby building." He said getting ready to leave

"Are you sure?"

"Positive…besides I got to go patrol more crime before I get home."

"Very Wolverine open the hatch." After several seconds what seems to be the hatch opened to reveal the buildings of New York City Peter once again thanked the professor and his fellow colleagues before jumping out the jet disappearing from since he decided that he was at a fair enough height to jump.

Cyclops came up to the professor asking, "Are you sure Professor there was nothing you could have done to change his mind?"

"There probably was Scott, there probably was but the decision was ultimately up to him and we cannot force him to go to the mansion that's not what I've been teaching you and Jean we have to gain his trust before anything else." He responded

Scott said nothing more as the Black Bird headed a straight course to the mansion. Though they couldn't get Spider-Man to join them to him at the mansion to help with his powers because he said in little words that he was doing ok for now, the professor couldn't help but wonder this was not going to be the last time he or the X-Men would see the wall-crawler.


LXD: Chapter 1 re-edited for all you readers to enjoy. Comment, rate, subscribe. Till the next chapter