This was inspired by 'The Amazing SpiderNinja!' So there will be a few similarities but ultimately this will be original. Or at least as original as a fanfiction about Naruto getting Spider-Man's powers can be. Anyway, on with the reading!

Chapter 1: The Bite

Naruto had just had a talk with his Sensei about how he wasn't going to pass the Genin Exam tomorrow if he didn't study. So, understandably, he was pretty upset. He was wondering aimlessly through the forest of Konoha saying things like 'Stupid Iruka!' and 'Stupid Clone Jutsu!' when he saw a fence with lots of signs on it it that said things like 'Danger, Keep Out' with skulls on them. He was not known for being the most intelligent boy his age and he was only twelve so, naturally, he completely disregarded these signs.

He was going through the forest and he was very quickly getting creeped out. It was dark even though he knew it wasn't late, there were spooky noises coming from all around him and creepy insects everywhere. He heard an animal scream in the distance and decided that it would be an extremely good idea to start running back. *Huff**Huff**Huff* "Holy crap that's dangerous! Someone really should put up a sig-, OW!" Naruto felt something bite his neck so he smacked it off. When he pulled his hand back to see what it was, he saw it was a red and blue spider.

"Oh that's gross." He decided he'd had enough of today and wanted to go home. When he made it to his crummy apartment he had started sweating and aching all over. He very suddenly felt very queasy and ran to the bathroom to start throwing up. He didn't even bother getting in his PJs and just flopped down on the bed. Passed out. His dreams were riddled with spiders of all shapes, colors and sizes.

He woke up the next day with a start. 'Holy crap! I feel amazing!' He tried getting out of bed and the covers stuck to his hands. "Huh, why...?" He tried shaking them off to no avail. He decided that Iruka would help so he headed over to the Academy. As he walked through the village with the blanket still attached to him he got odd looks from the villagers.

By the time he actually got to the Academy the blanket finally fell off. He took his seat behind Sasuke and waited for Iruka to show up. Ino and Sakura raced into the classroom and started arguing over the seat next to Sasuke. Naruto started looking around and noticed two things. One) His senses were significantly sharper and clearer than before. Two) Hinata was staring at him. 'I wonder why she's staring at me.' He started thinking back to all the times they talked and remembered how she's blush and stutter a lot in his presence.

He got a flashback to when Iruka was lecturing on body language and what the different signs mean. 'She has a crush on me! Wait, why am I suddenly noticing it now? Actually now that I think about it I would have never normally even remembered going to that class! Did...did that spider bite make me smarter? If it made me smarter and gave me the ability to stick to things, what else did it do?'

By now Iruka arrived and got the class to settle down. He began his lecture and for once Naruto actually opened his textbook. For the first time the lecture he was giving actually made sense! Sasuke got asked a question. "Based on the angle of the kunai thrown, and the amount of force the kunai was thrown with, I'd say that it should arrive at it's target in exactly 2.5 seconds."

Iruka was congratulating him on a job well done when Naruto raised his hand, a smug smile on his face. "Yes, what is it Naruto." He tried to be encouraging since Naruto never actually participated in lectures and questions. "He's wrong, it should arrive at it's target in 0.5 seconds." The rest of the class laughed at Naruto while he checked what Naruto was saying. Ino and Sakura were definitely not pleased since they both had also arrived at that conclusion and he dared try and correct their true love.

"Baka! Don't try and act smart like me and Sasuke-kun! Of course we're smarter than you!" The rest just continued laughing at him while Sasuke spoke. "Dobe. Like you could ever know what your talking about." Iruka finished the math and smiled proudly at Naruto. "Great job Naruto! That's correct! See what happens when you apply yourself!?" The rest of the class gaped and Sasuke, Sakura and Ino fumed. "Baka! Don't start thinking your smart all of a sudden!" Iruka frowned at her and the murmuring class.

"That's quite enough Sakura! You did a very good job Naruto, keep up the good work." The rest of the class continued without incident. Just Sakura and Ino occasionally throwing ugly glances his way. Eventually they went outside to throw shuriken and to practice their taijutsu against each other. They continued to take turns throwing their shuriken at ten targets. Sasuke went before Naruto and got eight out of ten. Five of those were in the bullseye, the rest that hit were only slightly off center. When Naruto came up, the entire class except Hinata was prepared to gang up on him for missing any targets.

However Naruto noticed something. Just as he was about to throw it felt like he had perfect awareness of his surroundings. Not only that but everything slowed down to a crawl. He got slightly faster and when he threw each shuriken he felt he didn't even have to look at where he was aiming to get a bullseye on all of them. When things sped back up everyone looked on with their mouths agape except Iruka who had a beaming look of pride on his face. "Incredible Naruto! The first perfect score since Minato Namikaze!"

Sasuke threw a dark look at him but said nothing. They continued on to taijutsu practice and almost everyone was getting tired of Naruto succeeding in everything all of a sudden. Most of them never really liked him so they wanted to see him fail. Especially Sakura and Ino. Choji, Shikamaru and Sasuke were the only ones that didn't care if he succeeded or not. Hinata and Iruka were the only ones happy to see him passing everything. "Sasuke Uchiha and Naruto Uzumaki!" They stepped into the ring and Sasuke's fangirls were cheering louder than normal.

Normally when the fight between these two starts Naruto is the only one that makes the harmony sign and Sasuke doesn't which causes Naruto to lose it and ultimately lose focus and lose the fight. This was different though since this time neither of them made the harmony sign. Sasuke is a little ticked he doesn't show him any respect so he asks what changed. "Well Sasuke-chan, I just thought that since now I'm better than you I didn't really need to show you any respect. Don't you agree?" Naruto was smiling and Sasuke was not amused.

Iruka frowned at what Naruto was saying but started the fight anyway over the screams of Sasuke's fangirls. Almost immediately Naruto felt an unfamiliar tingling sensation coming from in front of him. Acting on instinct Naruto does a front flip just in time as Sasuke blurs past him missing his face punch. He doesn't allow his shock to cause him to hesitate and when Naruto lands on the ground he tries to do a turning sweep at Naruto's legs. Naruto however started doing a flip onto his hand over Sasuke's leg. While doing a handstand Naruto started talking. "Wow Sasuke! You might actually be as slow as molasses if you were just a little faster!"

Sasuke tries to throw three more punches then a low kick aiming for his head. Naruto however does just a few twirls while standing on his hands and easily avoids them all. When Sasuke tried to kick his head he leaped off his hands, over Sasuke's head and landed until he was shadowing Sasuke's back. When he tries to turn around Naruto puts his hand on his back and turns with him so Sasuke can't face Naruto no matter how many times he turns. "You know Sasuke, if you had reflexes any better than a turtle you might actually be slightly a challenge." Sasuke was starting to get frustrated. He was making him look like a joke!

"Take this seriously dobe!" Naruto took a thinking pose. "Hmm. No I don't think I will!" Sasuke got mad and threw a sloppy punch in his face, which he calmly dodged. "Well, since this means so much to you I'll let you have this victory Sasuke-chan." Naruto walked over to the edge of the arena and stood there flatfooted. "You can come push me over, I won't try to dodge." Sasuke glared and noticed that for once some of the more bold boys were snickering at him. He walked over and used one hand to try and shove him out of the ring. However, true to his word he didn't move out of the way, but it didn't seem to matter as he wouldn't fall over though he would budge a little.

"Yeesh Sasuke I didn't think you were this weak." Hinata and Iruka frowned at Naruto, not liking how he was acting. Sasuke was getting tired and tried to sweep his legs but found his kick couldn't even push him a little, like his feet were stuck to the floor. Sasuke actually blushed in embarrassment at all the laughing some of the boys were doing. Sasuke hadn't ever been so humiliatingly beaten since he sparred with him. At the memory of his brother he snarled extremely loud and threw a very sloppy, rage filled punch. Iruka and just about everyone else there knew that Naruto could dodge that. But he didn't, faster than most of them could see he sucker punched Sasuke in the face so hard his nose broke and he screamed while being flung out the other side of the ring.

His fangirls screamed and ran over to him. Hinata screamed at the amount of blood that she saw, though she didn't run over there. Iruka ran over and picked him up. He saw that his nose wasn't just broken, it was busted open, his jaw was dislocated and he was knocked out. He threw Naruto a disapproving glare and very surprisingly, Naruto glared back.


Naruto was sitting in the classroom after hours waiting on Iruka to get back from the hospital. Iruka entered and sat in front of him. "Alright Naruto, we uh, we need to talk." Naruto didn't look at him when he said. "Well we can talk later." And was about to get up when Iruka sat him back down. "Well we can talk now, if you'll let me." Naruto sighed but finally looked at him. "Well what do we have to talk about? Why now?" Iruka was patient and didn't raise his voice. "Because I don't even know who you are anymore. You embarrassed Sasuke in that fight, you-you made fun of him, you're putting people in the hospital-" Naruto interrupted him. "It wasn't my fault that we were paired together in that fight!" Iruka let him finish then retorted. "Well you sure as hell finished it."

Naruto calmed down slightly. "What was I supposed to do, run away?" Iruka assured him. "No, your not supposed to run away but-. Naruto look, your changing. I know, I went through exactly the same thing at your age." Naruto shook his head. "No not exactly." Iruka continued. "Naruto, these are the years when a boy changes into the Shinobi he's gonna become the rest of his life. Just be careful who you change into." Naruto was in contemplation while Iruka spoke. "Sasuke, he probably deserved what happened. But just because you can beat him up, doesn't give you the right to. Remember, with great power comes great responsibility." He smiled at Naruto. "Are you afraid that I'm gonna turn into some kind of criminal? Quit worrying about me okay? Something's different, I'll figure it out! Stop lecturing me please!"

Iruka nodded his head and remained patient. "I don't mean to lecture and I don't mean to preach, and I know I'm not your father-" Naruto was louder than before. "Then stop pretending to be!" It was silent as Iruka tried to hide the hurt look in his face. Naruto looked down once he realized what he said but didn't take it back. Iruka nodded and said quietly. "Right. You can go now if you want Naruto. The Hokage wants to see you." Naruto slowly stood up and walked out.

As he was walking through the village and towards the Hokage tower, the villagers were glaring harder than usual. When he arrived at the office he knocked and heard "Enter!" He walked in noticed the old man and Sasuke who also looked like he didn't want to be there. "Well, be a Shinobi and apologize!" Naruto robotically turned towards Sasuke. "I'm sorry Sasuke, I uh-" Sasuke interrupted. "Honestly you don't have to apologize to me-" This time he was interrupted by Hiruzen. "Yeah, he doesn't!" Naruto turned to the Old Man. "Look I'm sorry Old Man I, uh, I got angry." Hiruzen was having none of it.

"Oh he got angry! I just had to explain to the council, how you were still stable and should still be allowed to be a ninja, because you got angry!" Sasuke felt tired of being treated like a child. "Hokage-sama with all due respect I am fully capable of taking care of myself-" Hiruzen yelled at him. "You will not defend him!" Sasuke remembered who he was talking to and said a little quieter. "I'm not defen-" Hiruzen interrupted again this time louder. "You are defending him now be quiet boy! Listen to me Naruto-boy." Naruto responded to him without looking at him. "Yeah go ahead."

"I knew your father." Naruto's head snapped up and Sasuke wisely chose to be quiet. "Your a lot like your father. You really are Naruto and that's a good thing! But your father lived by a philosophy, a principle really. He believed that-that if you could do good things for other people, you had a moral obligation to do those things! That's what's at stake here! Not choice, responsibility." Naruto chuckled to himself bitterly. "That's nice. That-that's great. That's all well and good so where is he?" Hiruzen was silent for a moment. "...What?" Naruto didn't miss a beat. "Where is he? Where's my dad?" Naruto continued and was about to cry. "He didn't think it was his responsibility to be here to tell me this himself?"

Hiruzen was obviously offended. "Oh come on, how dare you?" Naruto for the first time got very angry with Hiruzen. "How dare I?! How dare you?!" They stared at each other for a moment before Naruto decided to leave. As he was leaving Hiruzen tried to get him to stay. "Where are you going? Naruto come back here, please-" As Naruto slammed the door he accidentally slammed too hard and broke it, causing it to fall to the floor. Naruto stood there for a second in surprise at his own strength, then left.


It was about time to pick up headbands at the Academy so Naruto arrived. "What do you mean I can't be a ninja!? I aced everything except the clone jutsu!" Iruka frowned sadly at him. "I'm sorry Naruto we just don't think your ready." Naruto growled as he left in anger.

He was sitting on the swing outside glaring back at the villagers that were talking about him. Mizuki saw this as his chance to trick the blonde. He walked over with a smile and spoke in a friendly way. "Hey Naruto, look Iruka and the Hokage just want to make sure your prepared for being a ninja before you become one." Naruto ignored him. He continued. "You know there's a makeup test that you could take." Silence. "All you have to do is go up to the top of the Hokage tower tonight, steal a fake scroll in the Hokage's office, and get back to a certain location outside the village walls."

Naruto just sighed. "I can tell that your lying. You just want me to steal the scroll for yourself." Mizuki's fake smile faltered. Naruto had gotten a lot sharper since he got bit by that spider, though he didn't tell anyone about that. Mizuki slowly started to reach for a kunai but before he could deny it, Naruto continued. "You can still go ahead though, I won't stop you or tell anyone. After all I'm not a ninja, right?" Mizuki was shocked at what he heard. Then made a sinister smile. "So you finally betrayed the village huh? Didn't think you had it in you. Later, demon."

Naruto still wasn't starring at particularly anything as Mizuki walked away.


It was late at night. Everyone was either in bed or in their homes for the night. Naruto was on the roof of his apartment looking out at the city when he saw Mizuki enter the Hokage tower. A few hours later he came out holding a giant scroll on his back. Naruto did nothing as he watched him run away. He eventually heard the alarm go off and saw many Chunin and Jounin launch off in every direction, among them being Iruka, who Naruto actually saw go off in the right direction towards Mizuki. Naruto still did nothing as he saw this until, after a few hours Naruto felt that strange tingling sensation go off like crazy warning bells in his head. Naruto sensed they got stronger when he looked in the direction Iruka and Mizuki went, so he finally got up and went to investigate.

He leaped from building to building with extreme acrobatics, just for fun and eventually arrived at the Iruka lying back against a tree, coughing up blood. Naruto forgot his anger immediately and ran over to him screaming. "Iruka-sensei!" When he arrived and kneeled down next Iruka, he asked. "What happened?!" Iruka answered while wheezing heavily. "Mizuki, he stole...the scroll of...sealing*cough*. You have to go...alert the Anbu...quickly." By now Naruto was crying, realizing that this had been his fault. "*Chokes* This...this wasn't supposed to happen. I'm...so sorry Iruka." Iruka didn't know what he was talking about, but comforted him anyway. "It's...okay...Naruto." He started coughing uncontrollably. He decided to do his last kind act for the boy and untied his headband, giving it to Naruto when his face grew pale and his eyes started to close.

"Iruka-sensei!? Iruka-sensei!? Please don't leave me!" Naruto starts sobbing when Iruka closes his eyes and never opens them again. Naruto holds onto Iruka a little longer and starts rocking his body. He starts thinking of Mizuki and his sobbing face changes into a vengeful snarl. Naruto's newly sharpened senses managed to track where Mizuki had gone and started leaping through the forest on branches. Naruto finally noticed that Mizuki stopped, likely having noticed him.

Naruto landed in a crouching position when Mizuki turned around. "You shouldn't have followed me demon-" Naruto was having none of it. "Shut up!" He started to charge towards Mizuki who pulled out his Fuma Shuriken. When he threw it however Naruto did not get run through like he was planning. He didn't even slow down he just weaved and then kicked his foot into the ring of the Fuma Shuriken. He did a spin with it still on his leg and propelled it back at Mizuki so fast he couldn't dodge. He got stabbed in the shoulder and almost immediately went down screaming. "AHHH!" Naruto started to approach as Mizuki began begging. "Wait! I can tell you why everyone hates you, why your alone!" Naruto stopped, though noticed Mizuki was slowly reaching for a kunai.

"Twelve years ago, the night the Nine Tails was defeated it was actually sealed inside a newborn baby. YOU are that baby! Now please let me go!" Naruto said with a snarl. "What about Iruka-sensei? Did you let him go?! Huh! The man you murdered in cold blood!" Naruto pulled out the Fuma Shuriken from his shoulder, got on top of him and started beating him without holding back. Mizuki lashed out with a kunai but Naruto caught his arm easily and bent his arm the opposite direction. "AAHHH! Shome oned helb pleashe!" Naruto kept punching him, until several Anbu arrived. Naruto booked it and luckily they seemed more concerned with catching Mizuki and securing the scroll than chasing him.


Naruto was standing at Iruka's grave the next week. Everyone else left. Instead, he was thinking of Iruka's and the old man's words to him. 'With great power, comes great responsibility.' 'If you could do good things for other people, you have a moral obligation to do those things. Not choice. Responsibility.' "Responsibility." Naruto had talked with Hiruzen and he had let him become a Genin after he told him about how he beat him and in light of Iruka's decision. He hadn't had the heart or courage to tell the old man that it was his fault Iruka died.

"I promise you Iruka. I'll never let anything like this happen again. I'll become the most amazing ninja of all time. *Sob* Everyone will talk about you, the one who taught Naruto Uzumaki. You'll be famous." He left to begin working on his new uniform at home with the admittedly limited supplies he had.