AN: "Don't you know I have had the diarrhea since Easters?" -Nacho Libre. Great movie. I swear I quote it every day. Anyway, happy Easter, my friends!

Many thanks to all the reviewers, alerts, favorites, etc. Was not expecting such a response at all.

Disclaimer: DANG IT. You caught me. Yes, yes... I AM indeed Stan Lee. *sarcastically clapping* good detective skills there.

Chaos-Guard: Nope, it's not Venom/symbiote. I did warn about dissociative disorder in the first chapter... keep that in mind. ;)

Coco (Guest): 'chides' means to scold.

PLEASE keep in mind that I'm making Peter powerful. More shtuff unfolds in this chapter, but don't worry, I'm not making him freaking invincible. When the baddies start popping up for real, he'll still have trouble.

Chapter 2


To be honest, Peter really has no excuse for why he hasn't fully researched spiders more.

He supposes that he could say he was distracted by school, and the beyond-words-confusion and wonder of his surfacing abilities, and, well, Gwen, but… this is his DNA. The very material of his being, the base unit of himself. It's kind of important.

And something is just zipping along it, splicing it and then sewing it back together with some new components…

He twitches slightly.

He's been sitting in his rickety computer chair for like two hours, staring at the glowing screen and scrolling through pages and pages of Google results. He basically began by typing some common questions about spiders in the search tab, and then expanding on those results.

By now, he's concluded that the spider that bit him must have been some type of hyper-enhanced jumping spider, salticidae. Except that they're generally considered diurnal creatures, which Peter is most definitely not anymore. And they don't often spin elaborate webs, like Peter has learned to do in the past few months.

But they do have incredible jumping abilities. Check.

Amazing eyesight. Check.

Active hunters. Kind of check. He does often get an urge to just move when out patrolling.

But nothing about time lapses. Well, hunting spiders, though alert and active, can sit in one place safely ensconced in their webs for days on end without twitching a single joint. Does that count? Maybe he just zones out, sometimes...

He tilts the computer chair back on its axis, sighing irritably and swiping his hands over his face, massaging his temples.

This is insane, he concludes.

He leans forward, grabbing the Science Journal Biweekly magazine on his desk, flipping to a page that's been dog-eared many times. It's a catalogue for microscopes, high-powered ones that are used for viewing bacteria cells and most importantly blood cells.

He needs to know what's going on in his body. A flash of Dr. Curt Connors comes back to him, and he remembers vulnerable human skin thickening in splotchy green patches, round empathetic pupils pinching into malevolent slits, blunt fingernails extending into wickedly curved claws.

He's still got the ragged scars across his chest from those lovely components of physiology.

Could that happen to him, though? That kind of transformation? Could he wake up one morning to eight legs? Numerous eyes? Venom-dripping fangs? Psychotic desire to turn everyone into spider-human mutants?

"Hgggh," he shudders, his imaginative mind creating quite the freakish mental image.

"Peter? You up there?" Aunt May calls out from the bottom of the stairs, but Peter knew she was there anyway. He'd heard her joints giving soft muted clicks as she approached the staircase.

He pushes away from his desk with his feet, rolling to the door. "Yeah, Aunt May, I'm here," he yells into the hallway.

A pause.

"Could you go get some groceries? I hate to bother you, but I need supplies for dinner tonight," She sounds surprised that he's home. Peter hears her slippered foot press on the first step and then hesitate. Giving him some space, as if he's going to explode at her if she sees him.

He's a terrible person, isn't he?

He bookmarks the page and closes the tab, sliding his feet into weathered shoes that have the toes punched out and subtly duct-taped to working order. He sighs as his heels slide into the worn grooves rubbed into the soles. He needs shoes. He's had this pair for at least two years, and they certainly won't last much longer.

He slides down the banister and captures her in his arms, hugging her tightly (but not too tightly because he thinks he might break her spine if he uses all of his strength).

"Absolutely, beautiful-gorgeous," he says, grinning at her shocked face as he sways them from side to side. "You know, you look nice in blue. Or red. Or any other color." He grabs the crumpled list from her wrinkled hand, plants a loving kiss on the side of her face, and darts past her, scooping up his book bag as he sprints.

"Teenagers," he hears her mutter as he shuts the front door. He laughs and ducks his head, jogging. There's not much pedestrian traffic tonight, which is a pleasant surprise. Peter is practically alone on the sidewalk.

He furtively enters an alley after distancing himself from his home five blocks. The space is narrow and actually empty of druggies or hobos for a nice change - today must be his lucky day. He changes into the costume behind a beat-up, rusted dumpster.

It feels like he can breathe again, like he was holding in his breath all this time.

He climbs up the building by anchoring two webs to the side of the building and vertically slingshotting himself up its side. Sticking to surfaces still gives him shivers. It's not like velcro, he doesn't have to rip his hands and feet off. But there's some sort of attraction there, and maintaining it does take some mental effort. It's gotten easier over the months, but if he totally panics and flips out, he'll lose the connection and fall.

He flips himself Olympic-gymnast style over the edge of the building and begins to run, glancing downwards at the list in his gloved hands. Eggs, milk, cheese, chicken breast, canned vegetables…

A brief flare of heat behind his eyes.

A soft sensation dulls his eyesight, taking the edge off of his awareness. He knows what he's doing, sort of. He can feel his body moving. But he's stopped thinking. He's not bothered by it, either. It's kind of like the stage where you hover between asleep and alert.

It's actually very peaceful.

What feels like seconds later, the bout of dreamy light-headedness passes. He blinks again, opening dazed eyes.

It's nighttime and quite dark, even though Peter can see just fine. A strong breeze flows over his skin, sifting through his hair. He rolls his head languidly, more relaxed than he's ever felt before as he blearily looks at his wrist. The watch isn't there. He's still in his costume. A startled gasp flings from his lips, effectively shattering the restful feelings. It was just 5:24 p.m. when Peter left for the grocery store, but it looks like ten o'clock outside. Aunt May is going to murder him.

He moves to get up on his knees, wondering if he'd somehow passed out, and the ground sways underneath him. He freezes, heart beating in his throat, eyes wide in disbelief as amber eyes finally absorb the details of his immediate environment.

He's in a cocoon.

Well, not really a cocoon, per se. It's a giant web, at least ten feet in diameter, and he's lying in the center, looking out on his side. His arms ache terribly underneath the costume, every now and then flaring in sharp pain localized specifically near his wrists. The enormous web is angled diagonally, funnel-shaped so that he's curled up in a cave-like depression. It looks like a prop from some first-rate movie about giant man-eating spiders overtaking New York City.

And even though he's freaking out, a niggling emotion of calm and contentment still nags at him. The curved walls of the web hide him entirely from the world, and the space is warm and small and cozy, like home. It feels like his own little clubhouse or kingdom.

The realization freaks him out even further.

"What the heck," he whispers aloud, his voice strangely loud in the hemmed-in space. "What. The. Heck."

'It's a web. Spiders make webs. Don't be so freaked out about it,' a voice scoffs at him. Peter passes it off as his own active imagination and shakily exhales, gently rising up on his fingertips and tiptoes.

He crawls up the slope slowly, wondering if he might possibly get himself stuck in the matted layer of webbing. The silken threads crisscrossing to make the thick, flexible floor aren't sticky at all. Peter remembers learning about different types of spider silk in his research, but this can't be right. His web shooters only produce sticky biocables at this point. Structural webs aren't in the devices' capabilities.

He reaches the mouth of the web with relative ease and cautiously pokes his head out. Despite his constant exposure to fantastic heights over the past few months, his heart still leaps into his throat as he is greeted by a dizzying drop. He must be at least eighty stories up. From this height, cars winding through the traffic are nothing more than brightly colored pinpricks moving along thread-like gray veins.

The massive clump of webbing comfortably housing him is nestled quite securely between two old skyscrapers. Peter recognizes them from a small article run by the Daily Bugle. One had experienced massive electrical problems three weeks ago and temporarily closed down all of the departments. The other had been abandoned for nearly a year now.

The main funnel part of the web is suspended by thick, cable-like web-lines running underneath it and extending to the buildings, distributing the weight properly and holding it aloft.

He doesn't remember making it. He doesn't think he even could make it if he wanted to.

Another aching pulse in his wrists, rippling out across his forearms. He hisses in a breath between his clenched teeth and, with some difficulty as he tries to avoid using his hurting arms, rolls back inside the safety of the cocoon. His body is stopped by the curve of the wall as he lies in the crook of the seamless wall and floor. The sound of breathing heavily in fear and pain fills the small enclosure.

Shaky fingers peel the skintight gloves from his arms, and he groans jaggedly at the tender state of his skin.

A thick bank of clouds are buffeted by a gusty night breeze, scooting out from in front of the moon. The shadowy inside of the cocoon washes and sharpens with a light coating of silver light, aiding his already increased night vision.

What he sees under his gloves both horrifies and repulses him.

It looks like raised ridges on the undersides of his arms, bumpy and hard and whiter than the surrounding skin, as if someone had stuffed threads of string into his flesh. He runs the pad of a featherlight fingertip over them, wincing as the slightest pressure sets off twinges of pain.

Adrenalin hits his system in a delayed wave, triggered by his fear, and his right wrist, his dominant one, gives a conspicuous twitch. It happens so fast that even Peter barely sees it. The skin near the heel of his hand sort of tightens, and a thick string of webbing fires from a defined channel near his wrist. He feels the powerful tug and sort of senses the organic webbing launch itself from the channel, arcing over a distance of fifty feet.

'No way,' is all Peter can repeat softly in his head, eyes fixed on the freaking spinnerets in his arms. 'No. Way.'

This ruins everything. He can hide (or somewhat hide) bruises and cuts but those are relatively normal blemishes on the human body. This?! Freaking this will get him landed in the hospital and his arms vivisected! He'll have to wear long-sleeved shirts for the rest of his life and -

As if sensing his emotional distress, the spinnerets twitch again and flatten out right before Peter's eyes, like a cat's claw retracting. If he stares long enough with his augmented sight, he can slightly make out inconsistencies in the skin color, but it's nothing noticeable to the human eye.

He breathes a sigh of relief and sends up a prayer of thanks.

It takes him another second to realize that he's trembling.


"Hand thy treat over so that I might partake."

"No."

"...I would very much like to try this Midgardian custom."

"Hmm… let me think about it."

"...and?"

"Thought about it. No."

"Stark!"

"Get your own!"

Steve groans aloud, dropping his blonde head into his hands and massaging his eyelids with the pads of his thumbs. Clint pats him on the back sympathetically, sipping a tall glass of ice water from their observing spot at the bar table.

"I don't understand," Steve says despairingly. "I - I went out and got the ice cream to make them shut up. Why won't they shut up?"

Clint rolls his eyes. "Because Tony's a greedy little ba -"

"Takes one to know one, Legolas -" (Stark.)

" - who won't share."

Thor, currently locked in a heated verbal battle with Tony for the slow-churned butterscotch ice cream, looks pleadingly at Steve, who groans again in exasperation.

"No, Thor! No hammer! I don't care how annoying he is. You broke a whole floor last time."

"It was not intended," Thor insists, wounded. "My grip on the hilt simply… ah… slipped."

"Right," Natasha interjects from her spot reclining on the couch, absentmindedly poring through a magazine. "Slipped right towards Tony's head."

"Exactly," Tony says brightly, digging the spoon once more into the carton and plunging it into his mouth, even as he walks backwards around the edge of the couch as Thor stalks forward. "See, everybody's on my side. The ice cream is mine."

"Actually," a deep voice drawls. "I think I'd like some."

Tony whips around, shrieking (in a very manly way, of course) as the carton is nonchalantly plucked right from his hands. Director Nick Fury bypasses him, standard black trenchcoat whipping along his heels with every powerful stride as he climbs up the barstool and sits on the counter, plastic container in hand.

"How did you get in? JARVIS, how did he get in?"

"Apologies, sir. Director Fury seems to have access to a program that breaks through my firewalls… and gags me simultaneously. My systems were muted until 4 seconds ago."

Tony flops onto the couch, narrowly missing the sleeping Doctor Banner's socked feet, glaring as Fury smugly withdraws a spoon from the drawer and takes a large, slow mouthful of the cold creamy treat.

"You're good, Stark," Fury says nonchalantly around the spoon. It's rather jarring to see the overgrown bat doing something as humane as eating ice cream. And in the Avengers Tower, no less. "But we're good too. Don't forget that."

The gleam in Stark's brown eyes reveals heinous vengeance thickening into humiliating plots. Clint grins from his vantage point on the barstool, mentally marking oncoming pranks in his calendar to look forward to. Natasha rolls her eyes slowly and turns the page of her magazine with a licked thumb. Bruce sighs and tries to go back to sleep from where he is halfway knocked out on the couch.

"Director, what can we do for you?" Steve asks professionally, attempting to salvage some of his team's dignity - if they ever had any.

Fury sets the spoon and carton aside. Thor huffs and lands heavily next to Stark on the long couch, both with crossed arms and hot glares. Natasha's shoulders quiver as she snorts, hiding her face behind the brightly colored page. They look like two toddlers having a meltdown.

"If you recall, a few months ago we had the 'Lizard crisis' in Manhattan," Fury begins, fetching a thin manilla folder from an inside pocket in his trench coat. "Stark, you were at an expo in London. Thor was with Miss Jane, Cap was visiting old friends, and I had Barton and Romanoff on SHIELD business. And Doctor Banner, well… the point is, we were wide open for attack."

"Yeah, good planning there," Tony says acidly, propping his legs up on the ottoman and connecting the ankles.

"However," Fury stresses the word, briefly glaring at Tony to cow him into silence. "SHIELD does not rely on the Avengers to hold their hand every step. We had agents prepped and ready to be airlifted to the scene, except this happened."

He touches a sleek watch on his wrist. The device comes to life with holographic screens materializing two feet above the projecting watch face. Separate footage begins to roll on the glowing screens. The camera view is shaky, but they can make out what looks like a giant dark blob bounding up the sides of a skyscraper, pursued by a smaller, more nimble shadow. A helicopter's search beam passes over the two and light green skin glimmers in the harsh light as the monstrous form finally ascends to the roof of the building.

"Whoa, greenie, didn't know Hulk went on a field trip," Stark says, whistling lowly.

Bruce sits up on his elbows, all traces of sleep gone as he fixes his glasses on his disgruntled face. "He didn't."

"This is Dr. Curt Connors, one of the most brilliant geneticists of our current time." Another video feed, paused this time. Steve grimaces at the close-up view of the thing's face. It's reptilian in nature, with a flattened nose and scaled lips and skin. The ridge of the brow is also less prominent, the slope of the skull flat and smooth. The malevolent, slit-pupiled eyes glow amber, and it appears to be grinning psychotically. A tangle of dagger-like teeth protrude from both his upper and lower lip.

"Or, was, until he injected himself with a serum he'd been working on… and turned into this lovely piece of nature."

Clint shakes his head. "Magic scepters, alien invasions… a giant lizard… this freaking wasn't in the SHIELD handbook," he says, smirking. Natasha looks at him, noting the laidback expression with relief. It's been months since he was compromised by Loki, and she knows that it still keeps him up at night. But at least he can mention it now himself with going cold or distant.

"Which is one of the reasons we have you all - and apparently, this vigilante," Fury counters, tapping the screens. The recorded footage fast-forwards to focus on a red-and-blue suited figure acrobatically flipping off surfaces, no matter the angle, and grappling with the Lizard on the threatening edge of the building. The searchlight passes over them again and they can make out a head of wild brown hair before the beam loses their spot.

"Ooh, the famed Spider-man I've heard so much about!" Stark says, clapping. "Come on Nick, you gotta tell me - does he have eight eyes? Does he eat flies? Can he make webs out of his - "

"We're not sure yet." Fury interjects calmly.

Jaws drop.

"Really?" Thor asks, confused. "It was my belief that SHIELD is aware of everything that happens on Midgardian soil."

Clint does his best to muffle his laughter. Natasha is more clinical; she hides her amusement behind a simple quirk of a pencilled brow.

"We're good. But not even SHIELD is that good," Fury admits with some difficulty. "He… swings above the sightline of streetcams. He wears a mask. He talks, yes, but either he does something to lower his voice or we have no criminal records to match it against."

"So, what? You want us to track him down?" Steve asks, taking the offered folder from Fury and flipping through it. Fury nods. Tony scoffs in return.

"You really need all of us to track him down?" He asks condescendingly. "Maybe next Thursday we can start volunteering at nurseries, or stopping petty crime as well."

"You don't need to do that," Fury retaliates coolly. "Spider-Man's got your slack. While you're here, enjoying," he tilts the carton to read the label, "slow-churned butterscotch ice cream, he's out there saving lives on an individual basis and risking his neck every day. And he's good at it, too. You could take a few lessons from him, Stark."

He slides the holoscreen to one last recording, a short clip in which the red-and-blue blur grabs the Lizard's arm and freaking throws him into a wall. "He's strong, superhumanly strong, and we don't even know the extent of his abilities yet. His intentions seem noble, but we can't be too sure. He's a living variable. I'd like the equation to get figured out."

Fury gets up, sinks the spoon into the carton and turns off the devices. "More mission details in two hours," he says. "We're launching it in a week, so don't go anywhere."

"Wasn't planning to. Not like I'm a billionaire who has conferences and meetings and such to attend," Tony sasses quietly, but he stares pensively at the wall.

A new Avenger's initiate, perhaps?

The living room is quiet for a moment as the door clacks shut behind Fury's exit.

"Can I have the ice cream now?" Thor asks.


AN: So originally the Avengers were going to get called into a big-fancy-official meeting with good ol Nicky, but then I was like, "You know what? Fury's awesome. And I want to see Thor and Stark bantering over ice cream." So yeah, then this happened. You all got a big dose of 'Avengers Downtime.'

About the blackouts; don't get used to them, they'll go away soon. I just saw that in some modern comics Peter, when first developing his powers, twitchs or spazzes out as a result of the changes, so I took that and ran with it. This chapter was fun to write because it's showing just how much the spider DNA tampered with Peter's.

(Quick bit - part of the inspiration for this whole freaking story was in TASM when this fly buzzes in front of Peter and he just kind of stares at it for a second like he's about to eat it-HA!)

ABOUT THE WEBS: One of the things I liked about the first trio of Spider-Man movies is that he had natural webbing. Always thought that was cool, so I used it here. It's my fic, also an AU. I HOPE you don't have problems with it but it's quite honestly the stupidest thing to get upset over if you do. And don't worry, I'll find other ways to channel Peter's prodigious science-engineering genius.