A/N: This is an idea I've had sitting around in my head for a long time, so I at least want to get the initial draft out there, and then some.

I do not own Code Geass or Spider-Man, they are works of Sunrise and Marvel Comics respectively.

The Day a Spider Was Born:

Okay, let's do this one more time.

My name is Lelouch Parker, formally known as Lelouch vi Britannia, eldest son of the late consort Marianne, 11th Prince of the Holy Britannian Empire, and 17th in line for the throne. Now that the boring stuff is out of the way, let's delve into the good stuff.

I was bitten by a radioactive spider, and since I was 17, I've been the one and only Spider-Man.

I'm sure you know the rest:

I saved a bunch of people.

Fell in love.

Saved the Area.

Saved it again.

And again.

And again.

And then uhhh... I dressed up as a princess.

...

Yeah, we don't really talk about that.

Now you may think my life has been nothing but sunshine and rainbows, but you couldn't be more wrong if you tried. Ever since I was bitten by that spider, my whole life has been filled with both joy and tragedy.

I made mistakes. Other people paid the price. Most of them were those closest to me.

But despite it all, I still love being Spider-Man. I mean who wouldn't?

So no matter how many times I get knocked down, which is a lot, I get back up and try to live by the words the man who was like my father told me:

With Great Power, Comes Great Responsibility

As I said, my name is Lelouch Parker, also known as Spider-Man.

And this is my story.

Area 11 - Tokyo Settlement

"You're out of time." The nobleman's guard said to his lord's opponent, a middle-aged man whose sweat was beginning to leak through his clothes as he looked at the chessboard in front of him. "From here on, you will make your moves every 20 seconds."

Despite the shortened time, the nobleman smirked in victory. "Very well, I'm game." After all, with how poorly his opponent had been playing, there was no way he could lose. Easy money.

The old man was beginning to have a panic attack and might have forfeited then and there, but before he could say anything, the door behind them opened.

Despite the intrusion, the noble held his smug look as he looked at the new arrivals. "Did your substitute arrive?" He asked. The man did mention something about a substitute coming to take his place a while back.

The man gave a relieved laugh as he stood and looked toward his saviors. "Thank heavens, I'm saved. How are things at school?"

The question caused the man to blink. Wait? He then got a better look at the two new arrivals. "What have we here? School boys?" Seriously? Was the man so desperate that he turned to some hormonal teenage brats to try and save his skin?

One of the boys, the tall one with a skinny frame, raven black hair, and striking violet eyes that would have made any girl's heart flutter, looked down on the noble with a confident smile. "Well look at this, a nobleman." He said as if he thought this was gonna be easy.

The look bothered the man slightly, but more out of annoyance than caution. "Kids today have too much time on their hands." Time for them to experience regret. "What are your names?"

"Lelouch. Parker."

The Parker kid's friend, a more petite boy with blue hair, looked at the chess board in front of them. "Whoa, wait a minute! You can't win this one, it's impossible right?!"

"Rivalz," Parker spoke, calming his friend down. "When do you think we would have to leave in order to make our next class?"

"Uh, twenty minutes if we bust our hump," Rivalz answered. To his surprise, his friend smiled.

"Then be sure you drive safe on the drive back." He said as he sat down. "This won't even take me nine minutes. Oh, and about what we discussed?" He asked as he turned to look at the man whose place he just took.

"Understood sir." He said, knowing what the Parker boy was talking about. "If you win this match, I promise, your friend's debts will be repaid fully."

"Excellent. It's about time we finished covering all your debts, Rivalz." He said to his friend as the boy looked away shamefully.

Throughout this whole exchange, the nobleman was stumped by something the raven-haired kid said. "Nine minutes?" He said, wondering if he heard that correctly. "You only have twenty seconds per move?"

"Plenty of time." The boy, Lelouch Parker said as he picked up the Black King.

"You start with the king? HA!" The nobleman laughed, missing the smirk on the boy's face.

Ashford Academy.

The institution was considered the top school in all of Area 11, and one of the best in the entire Empire. There were other schools like it that might actually be superior, but Ashford Academy was considered the best school not located in the homeland.

Founded by headmaster Ruben Ashford, after his family's collapse from nobility when a family friend, Marianne vi Britannia, formerly Lamperouge, died seven years ago. In an attempt to start over, the Ashford Patriarch decided to move to the newly established Area 11 and build a new life for his family.

Currently, it was lunchtime, and all was well within the school…

Except maybe one room housing 3 school girls.

"Where is Lelouch?" A blonde asked. This was Milly Ashford, granddaughter to the headmaster and Student Council President, an election she won by a landslide. Being both the President and headmaster's granddaughter allowed her to get away with a number of wild and crazy events no regular student could. At this particular moment, she was inquiring about the whereabouts of her Vice President, Lelouch Parker.

"He went somewhere with Rivalz." An orange-haired girl by the name of Shirley Fenette said.

"What? Maybe it's poker this time?" Milly thought, not even taking a moment to guess what they were off doing. After all, this used to be normal.

"They seemed to forget they're on the student council!" Shirley cried, exasperated. "I thought Lulu was serious when he said he was quitting, but they're off gambling for money, again! After he started applying himself in school, his grades were among the highest in the Academy. But, now he's off wasting his talent again on stupid things."

The third girl, who hadn't spoken yet, merely nodded in agreement with the girl. She was Nina Einstein, a meek and timid girl, but also the one who held the highest grades in all classes, except Chemistry. That spot belonged to Lelouch, even before he quit gambling.

Milly smirked mischievously, the infamous she-devil emerging within her. "'Oh I wish my darling Lulu would be a serious young man!'" She swooned, imitating how she thought Shirley would sound before giggling. "How adorable is that?"

"Madam President! Please!" Shirley cried mercy as she tried frantically to hide her blush.

In another part of the settlement, a large armored truck was speeding down the highway. A dark-haired man was at the wheel with a platinum-blond hair teenage girl sitting next to him. They both wore long white coats and hats to serve as disguises, but their disguises didn't work out so well for them, as evidenced by the police helicopters pursuing them.

"Great! After all the trouble we went through to steal this thing!" The man shouted angrily as he looked at their pursuers. "It's all because Tamaki couldn't stick to the plan!" He's really gonna let that skirt-chasing hotheaded loudmouth have it when he sees him!

"I love playing against the nobility!" Rivalz laughed as he and Lelouch walked down the steps to exit the building after the latter easily crushed the nobleman. "When they lose, they always pay out of pride! Also, 8 minutes and 32 seconds! That's a new record."

"He didn't have much time to move either," Lelouch commented in a bored tone. That was nowhere near challenging enough to be exciting. "And as opponents go, the nobles are tepid. They're just overprivileged parasites."

There was an edge to his voice that Rivalz missed as he turned to his friend and partner. "Well, why don't you challenge the Elevens? They're nothing like us Britannians!" He exclaimed with pride as he looked to Lelouch, only to step back in surprise when he saw the raven-haired boy glaring at him. What'd he say?!

After a moment of glaring, Lelouch relented and sighed. "I told you before, Rivalz. This was the last time. After I helped settle your debts, I'd quit gambling, for good!"

Oh! That's why. Rivalz wanted to argue but then he saw Lelouch's attention directed upwards. He turned and saw his friend looking toward a jumbotron broadcasting the news.

Soon enough, Prince Clovis appeared. "To all my imperial subjects, including the Elevens who chose to serve the Empire…"

Highway

"We're Japanese! Not Elevens!" The platinum blonde yelled from her seat.

Back with Lelouch and Rivalz

"Do you not see my pain?! My heart was ripped from its chest, only to be torn apart! The remnants are filled with rage and sadness!" Clovis exclaimed in an overexaggerated manner. However, as ruler of Area 11, I will not tolerate terrorism of any kind! Because the battle we fight is a righteous one! A virtuous battle to protect the well-being of one and all! Now then everyone, I would like you all to join me in observance of the eight who died for justice in the name of duty! A moment of silence please."

As Rivalz saw the crowd engage in the moment of silence, he noticed one person not among them. He turned and saw Lelouch was currently paying the parking fee for his motorcycle. "Aren't you gonna join in?"

"Aren't you?" Lelouch asked.

Rivalz gave an embarrassing chuckle, "It's sort of embarrassing."

"I'm with you there. Besides, spilling tears over the dead won't bring them back to life." Despite that statement, a part of Lelouch wished that was true. Because if it was, there were at least three people he wouldn't mind spilling a lifetime of tears if it meant they could come back to life, no matter how embarrassing it would be.

"Dang, that's dark buddy." Rivalz commented.

Lelouch's dark look faded as it was replaced with a smirk. "But not as dark as any chance you have with Milly." Rivalz seemed to be physically attacked by the comment as his shoulders slumped. Lelouch chuckled at his friend's reaction before looking back up at the screen. "It's all about self-satisfaction. Try as you might, it can't be done, you can't change the world."

He then looked down at his hand as guilt gnawed at his heart.

'Or the past.'

As the broadcast ended, Clovis was congratulated by a news crew, thanking him for his wonderful performance. As Clovis absorbed this ovation, an officer came up to whisper in his ear.

"You're Highness, the Spiders have been stolen."

That one sentence seemed to end the good mood Clovis found himself in and sent him into a panic.

"Well don't just stand there! Send the Knightmares! Send the Army!" He ordered to the shock of the news crew.

As the two friends continued driving on the freeway, Rivalz decided to broach a difficult subject. "Are you sure you want to quit gambling for good?"

Lelouch, who was busy reading his advanced chemistry notebook, growled as he looked at his friend. "We've had this discussion many times before Rivalz, and my answer won't change. I'm done gambling! And you should stop too, considering this is the last time I'm gonna bail you out like this."

"But we were on a roll before you quit two years ago!" Rivalz argued. "We were an unstoppable duo! With your big brain and my knowledge of dens, we could've conquered the whole Area's gambling circuit! But you stopped all of a sudden! Why?!"

Lelouch then looked down in what appeared to be shame, Rivalz couldn't tell because it was so fast, before turning his attention back to the book. "You know the reason why." He said, his voice quiet.

It was then Rivalz remembered what happened on their last outing before Lelouch declared he quit. 'Oh, right.' He always tried to forget because it was a painful experience for him, even more so for his friend.

And with that, the conversation was over, as it always was when Lelouch brought that up. The two then dropped into an awkward silence as they continued to drive to school.

Attempting to improve the air between them, Rivalz decided to ask something he was curious about, "Why'd you start with the king anyway?"

After a moment of silence, Lelouch answered, "If a king doesn't lead, how can he expect his subordinates to follow?"

Rivalz internally let out a relieved sigh. At least Lelouch didn't hate him enough not to talk to him. But he was still curious about his saying. "What's with that? Do you plan on being the CEO of a big corporation?" He asked cause he had no idea what Lelouch himself wanted to be. He constantly shared his various dreams of opening his own bar, marrying into nobility, and as always, marrying Milly, but he's never heard Lelouch talk about his own dreams, so he asked if that had anything to do with it.

Lelouch shook his head with a smile. "No way, ambitions like that will ruin your health." He joked, causing them both to laugh.

HONK! HONK!

The pair of boys stopped laughing as they immediately turned behind them to see a large truck, the same one that was stolen, about to run them over!

"AHHH! WE'RE GONNA DIE!" Rivalz screamed like a little girl as he tried to swivel out of the way!

"You idiots! Watch where you're going!" The driver screamed as he made a sharp right turn to avoid them.

"Not that way!" The girl yelled, but it was too late as the truck turned into the construction zone and crashed into a building under construction.

Rivalz managed to pull to a stop as he and Lelouch looked at the wreck.

"Was that our fault?" The blue-haired driver asked.

"I don't think so." Responded his passenger.

Inside the stolen crashed truck was a large canister, with the logo of a company on the side. The canister was sealed tight, but after the trouble went to steal it, and the crash, a small opening formed, allowing a tiny arachnid to crawl free from the confinement.

Lelouch got out of the sidecar and looked at the wreck. It looked pretty bad from where he was standing.

"Hey look over there!"

Lelouch looked over at the source of the voice to see a crowd of people gather and begin to take photos of the crash.

"Whoa, nasty crash!"

"What happened? Some sort of accident?"

"Probably some drunk driver. They're dangerous I tell you."

"It's always some moron."

"Hey, maybe somebody outta go help?"

"You volunteering yourself pal? If not, don't look at me! Not my problem."

Lelouch gritted his teeth in anger as he clenched his fist. These people. Any one of them could go down and help the victims, or heck even call an ambulance. But they were content to stand on the sidelines and gossip, even to take pictures. Plus, that statement made by the last guy got on Lelouch's nerves.

"Not my problem."

The last time he ever said such a phrase was when…

He then shook his head. No! This was not the time to be caught up in the past! This was the present! Something he could actually do something about.

Deciding to do just that, he then took off his helmet and threw it back to the bike, ignoring Rivalz's cries as he sprinted down to the crash.

He wasn't exactly sure what he would be able to do, but right now, he had the power to help, so it was his responsibility.

Lelouch made it down to the truck without too much trouble. A crash this bad shouldn't be fatal, but you never know. He had to hurry in case someone was injured. He ignored the mocking of the citizens watching and called out to the driver, "Hey, are you alright?!"

He got no response. Which meant the driver didn't hear him, was unconscious, or worse. The door to the driver's seat was blocked by debris, so his best bet was to climb the ladder on the side of the truck and enter through the top.

As he began climbing, a certain arachnid emerged from the trailer and began crawling on the roof of the truck.

Back on the highway, Rivalz was pushing his bike down to meet him by hand, since that maneuver screwed up the bike, all the while whining about the situation. "Yeah, yeah, I know it's the right thing to do, but I wish the guy would quit flaunting his pride and give it a rest once in a while." Rivalz sighed. "Now we're gonna be late for school." Boy was Shirley gonna tear them a new one for this.

Inside the truck, the girl had finally come too. After taking a second for her head to stop spinning she turned to the driver. "Nagita? Nagita?!" She called, worried for her friend.

Outside, Lelouch had managed to climb to the top of the truck. "Can you hear me?! Are you okay?!" He called out. He got no response.

He was about to call out again when he felt something sharp and painful stab into his right hand. "ARGH!" Lelouch cried in pain. He looked down at his right hand and saw a strange spider sink its fangs into him. Acting quickly, he slapped the spider off of him before squishing it under his shoe. He groaned as he looked at the spider bite. It had already swollen. "Fantastic." He muttered sarcastically. 'This is what I get for trying to help someone.' He grimaced internally…

… Unaware of the changes that were already taking place within his body.

In the driver's seat, the man, Nagita, had come to and put the truck in reverse and slammed on the pedal. The action caused Lelouch to fall into the back of the truck, next to a giant cylinder.

"Stop! I'm in here!" He called out, but no one heard him.

Rivalz arrived just in time to see the truck drive off, with no Lelouch in sight. "... So, would you call that a hit and run?"

Within the confines of the truck, Lelouch began looking for a way out. "You'd think they'd put a ladder on the inside as well." He said as he suddenly felt very hot and whipped a brow of sweat off him. He then took a glance at the spider bite on his right hand.

This was bad. He didn't know what kind of spider it was that bit him, but judging by how his body was currently reacting, it must've been poisonous. He didn't know how much venom it injected him with, but it must've been a lot if he was feeling this sick. He needed to find a way out here and get to a hospital quickly.

Suddenly, he began to feel very lightheaded and his stomach felt like it was doing backflips, making him incredibly nauseous. The compartment began spinning, and he wasn't sure if that was him or the truck. He really hoped it was the latter.

"No… not like this…" He struggled to say. It'd be embarrassing for him, someone who's survived the lion's den that is the Britannian Royal family and the Pacifica War at a young age, to die at the hands of a tiny spider. "Please, don't let me die because of a stupid spider."

He was so focused on his ailing body that he didn't hear anything going on around him.

Within the driver's seat, Nagita was trying to lose their pursuers. "Now what do we do? That's the army?!"

The girl next to him chuckled slightly as she removed her overly large hate, revealing flowing platinum blonde hair and green irises. "Have you forgotten? That's why I'm here!"

Lelouch was tempted to strip down to his boxers as a way to cool his heating body. But for the sake of his dignity, he kept them on. As a way to keep himself from focusing on his body, he thought about how to get out of this situation.

"If I jump out, I risk the chance of breaking my neck or getting shot. Which, while not desirable, still sounds better than dying because of a spider." He then pulled out his phone, his eyes blurring as he tried to focus. "Maybe if I call for help…"

He was interrupted when the door to the driver's cabin opened. Instinctively, he hid behind the giant canister. He didn't know these people. He had wanted to help them, but they may not take too kindly to some random schoolboy hitchhiking in their truck without asking.

He saw the person coming out, and had to stifle a gasp at what he saw. It was the spider bite, that's the reason he chose to describe what he was feeling when he saw the person walking past him

It was a girl. A girl that seemed to be the same age as him, maybe, it was hard to tell with his eyes slightly blurry. But despite the blur, he could still make her out. White flowing hair, green eyes holding a fierce burning fire, a striking, beautiful face filled with determination.

And her voice, strangely familiar, matched the fire in her eyes and face. "Can you enter the subway via the Azuma route?" She asked the driver as she removed the rest of her disguise to reveal a skin-tight black body suit that highlighted her figure perfectly.

'It's just the spider. Just the spider. Just. The. Spider!' He told himself, trying to get the red from his cheeks to subside. He eventually freed himself from the hypnotic state to hear the driver say her name.

"Felicia, let's use it here! Why not?!" He said.

"Cause that would mean a bloodbath!" The girl, Felicia, said as she climbed up a later that somehow Lelouch missed, again he blamed the spider.

All the while Lelouch sat in the darkness, hidden, his earlier awe replaced with confusion and curiosity. 'Felicia? That name? That voice? And her appearance? I've seen her somewhere before. But where?' He tried to think, but his head still felt like it was splitting in two because of the spider bite so he couldn't place her.

Back at the construction site, Rivalz was still looking for his friend.

"Lelouch where are you?! Come on out! This isn't a fun game? If you don't come out now, Shirley's gonna kill me when I arrive late to school! Then she's gonna wake me up as a zombie, and kill me again!"

Back on the highway, a police helicopter was still chasing after the truck, zooming in close.

Suddenly a slash harken was fired from the truck and impacted the vehicle, destroying it. The harken returned to the truck as the back opened to reveal a sleek black Knightmare.

Within his hiding place, Lelouch's eyes widened when he realized who he was trying to help. "Crap! These guys are real terrorists."

"You boys know full well this baby can do!" Felicia declared as she moved to engage the enemy, firing off her Knightmare's slash harkens to destroy more helicopters.

As Lelouch continued to watch the action unfold, he then decided that he had to act. He moved to his phone to call someone. But suddenly, the lightheadedness from earlier returned, with greater intensity.

'No… not… now…' Lelouch fought against the sudden exhaustion, but his body wasn't listening to him. He then collapsed to his knees before falling onto his side.

'So this is it? This is how I die? Heh, talk about pathetic.' He would laugh if he had the strength to. His eyelids became heavy as they slowly began to close as he was losing consciousness.

'But a pathetic death is what I deserve, after what I've done. Mother… Aunt May… Uncle Ben… looks like I'll be seeing you real soon…'

And with that, Lelouch blacked out.

As Rivalz began pushing his bike all the way back to the academy by hand, his mind was filled with ways he was gonna get Lelouch for ditching him like that.

"Some friend! Leaving me behind like that! I don't even want to go gambling with him anymore now!"

The darkness, that's all Lelouch saw as he felt like he was falling into an endless abyss.

"Where am I?" Lelouch asked. "Is this Hell?" He was sure it wasn't heaven, he didn't deserve such a place.

Soon, light began to fill the darkness, and he found himself falling into a giant spider web. He tried to move, but like a fly, he was trapped in the spider's web.

"Can this get any worse?"

The answer: it can and did.

He didn't see them at first, but he heard them. The sounds of sharp thin teeth smacking together, the sounds of multiple legs closing in on him. He turned to the side, and his dead heart went cold with fear at the sight of several giant spiders. He looked to the side and saw more spiders, all of them surrounding him as he lay trapped at the center of their web.

They were hideous, terrifying. Their jagged, hairy, weirdly bent eight legs began crawling toward him. All dozen of their eyes was laid solely on him, with a hunger equivalent to a thousand men.

Lelouch, tried to move, desperate to free himself, but it was no use. He was trapped. Helpless. And worst of all, alone. He could do nothing to stop the spiders as they began to wrap him in a cocoon made from their silky white web, starting from the bottom and working their way slowly up.

All the while, Lelouch tried in vain to free himself. 'No. No! Nononono! NO!' He cried, ready to scream for mercy, but the web had already wrapped around his mouth, stopping his chance for pleas.

The last thing he saw, was a large spider, the mother, descending down upon him, fanged mouth open wide to consume him.

Lelouch screamed…

Lelouch's eyes snap open in a gasp of fright. He was covered in a cold sweat, shaking as he recalled the image of a giant spider ready to feed on him. Heart pounding and breathing heavily, he looked around the room suspicious and paranoid, worrying that the spiders were still here ready to feast on him.

After several long seconds, his heart began to calm down. Enough for him to notice that he wasn't wrapped in any web cocoon. He slowly rose into a sitting position and took in his surroundings.

He was still in the back of the terrorist's truck. Nothing looked out of place since he was last in here. But he could feel that they weren't moving, which means they stopped somewhere. Worrying that he may be discovered Lelouch rose to his feet. The suddenness of standing up made him feel lightheaded so he grabbed a support bar in the truck to steady himself.

As he did, he felt a strange tightness around his body. For a brief moment, he feared it was the spiders, but soon he realized that it was just his clothes. Which was strange. He had this uniform custom-made for him and his body structure, a perk of being family friends with the Ashfords. But for some reason, it now felt a size or two too small.

"Strange," Lelouch commented. It was then that he realized that his body felt fine. No lightheadedness, no nausea, no blur in his eyes. He felt great! Fantastic even, better than he had in years!

He looked at the hand where the spider bit him, only to see any evidence of a bite gone. Lelouch frowned. This was getting weirder and weirder. Bites don't just disappear like that in–wait, how long has he been unconscious?

He quickly pulled out the phone and looked at how much time has passed. He was surprised when it was only about 10 minutes. It felt like he was falling in that void and trapped in that web for hours.

He also saw that he had no service, which means he could call for help. In anger, he squeezed his hands…

CRUSH

…Which ended up crushing the phone in his hand with ease. Lelouch looked stupified at his now destroyed phone as he released his grip and the remains fell to the ground.

He then looked at the hand that destroyed his phone in awe, some remnants of the destroyed phone were still stuck to his hand. Looking closely, he saw millions of tiny hairlines grow from his hands, allowing the pieces of the phone to stick to his hands. He stared at the limb in shock. How the heck did that just happen?!

He shook his head. He could figure it all out later. Right now he needed a plan. After thinking over it for several seconds, he had an idea when he saw a communicator probably belonging to the terrorists. 'I'm not a big fan of the military, but maybe I can convince them to escort me out of here if I give them this radio belonging to the terrorists.'

Lelouch bent down to pick up the radio, but before he grabbed it, he hesitated. He was able to easily crush his phone with a simple squeeze. He needed to be careful. So with slow, controlled movement, he picked up the radio, treating it with as much care as one would a priceless glass treasure.

'Okay, looks like I can control whatever this super strength is. Just have to take it slow' Lelouch thought as he carefully pocketed the radio before looking back at his hands, seeing the hairlines retract into the skin. 'Hmm. Seems this strange adhesive ability on my hands is able to retract. I wonder what else it can do?' Lelouch thought, excited before he shook his head and calmed down.

'Stop it! I can nerd out later. Right now I need to focus!' He told himself. He can learn what was happening to his body later. Now though, he needed to get out of this truck and find some help.

He moved to the exit and began to open the door when–

ZING~

What's happening?! It felt like Lelouch's entire body was enveloped with goosebumps. And they were all telling him to…

MOVE BACK!

Instinctively, Lelouch took a big step back, dodging the spinning kick a figure dressed in a Britannian soldier's uniform delivered.

The soldier looked surprised but continued on. "That's enough mindless murder out of you!" He yelled as he charged again.

Lelouch held his arms up in surrender "Wait! I'm not one of–"

He stopped himself when all of a sudden, everything seemed to move in slow motion. The soldier, which seemed to have almost inhuman speed, seemed to be moving incredibly slow, so slow that Lelouch was able to dodge his punch with ease. He looked at the outstretched fist and back to the soldier in awe.

'Huh. Interesting.' He thought with an impressed smirk. Unexpectedly, time returned to a normal pace, and Lelouch caught up in awe of his speed, was too slow to avoid the follow-up punch that sent him to the ground.

'Note to self, don't get distracted when fighting.' He mentally reminded himself. The soldier got on top of him, gripped his uniform, and tore off his own gas mask.

"Planning on using poison gas?! Don't play dumb with me!" The soldier cried in rage, not listening to Lelouch's previous statement.

Lelouch blinked. Poison gas? Was that what these terrorists were transporting? He looked back at the canister which must've been the poison gas. If what the soldier was saying was true, then why weren't they, and everyone around them dead because of the crack in the canister?

He then looked back at the soldier who still held him down with a furious expression on his face. This fool! If this really was poison gas. His first priority should be to make sure there was no damage to the canister. Instead, he was focused on Lelouch, a Britannian schoolboy, someone who obviously wouldn't be a terrorist.

It was because of people like this man that Lelouch wasn't a fan of the military, among other reasons. Gritting his teeth and clenching his fist, Lelouch got his leg under the soldier's chest.

"Get off me!" He yelled as he pushed with his leg with all his might, sending the soldier flying! He hit the wall of the trailer with a hard THUD before slumping down. Lelouch looked in shock, again amazed at his newfound strength. He also was worried he killed the soldier, but to his relief, the man began to stir.

Deciding now was the best time to set the record straight, Lelouch got up and spoke. "Look. I'm not here by choice. All I wanted to do was help some people that looked to be in a nasty crash. And besides, if that is poison gas, then it was made in Britannia!"

The soldier finally regained his senses enough to look the student in the eye… and he was in awe. "My goodness…"

Lelouch missed his look of awe and continued. "Mindless murder? Then why don't you just stop Britannia!"

"Lelouch…" The boy froze as the soldier said his name. Did he figure it out?! Did he learn who he really was?! Slowly, the soldier began to remove his helmet to reveal a Japanese teen the same age as Lelouch with brown hair and green eyes. "It's me… Suzaku."

Lelouch gasped. Could it be?! After all these years. Was this truly Suzaku Kururugi, his first and best friend, standing right in front of him and did he really… "You… You became a Britannian soldier…?" He asked in disbelief. It couldn't be true.

"Yeah, and what about you? How did you–argh!" Suzaku grunted in pain as he held his stomach. He didn't know how, but Lelouch almost managed to crack a rib with that kick of his.

Before Lelouch could offer any type of excuse, the canister began to open, shocking the two. They must've done something during their rumble that caused it to activate. Acting quickly and with no regard for his own safety, Suzaku tackled Lelouch to the ground and held the gas mask over his face, trying to protect him.

However, there was no need, because when the canister fully opened, there was no gas, no danger of imminent death, not even a bound green-haired girl (why did he think there would be that last one?). Instead, there was a sight that caused both boys to look in confusion.

"That isn't poison gas," Suzaku manage to say as he stared at the cylinder containing dozens of the same specimens, with the label Oscorp on their glass containments. "Those are…"

Lelouch finished it for him. "Spiders?"

Felicia had managed to lose her pursers in the ghetto though she ended up losing her Knightmare's arm in the process. She had put up a good fight, but like that racist jerk said, her Glasglow, even though it had been modified, was no match for a Sutherland, much less two.

Regardless, this was no time to start feeling hopeless. She had to find Nagita and the poison gas. While she wasn't exactly a fan of using such a dirty method, desperate times call for desperate measures. And after Naoto, she didn't exactly care how desperate those measures had to be.

Back at the truck, the two reunited friends took a moment to examine the spiders, confused as to why they would be locked up in a canister. "Poison gas Suzaku? Really, these Spiders?" He deadpanned.

"Hey, it's what they told us in the briefing, I swear!" Suzaku defended.

Lelouch sighed. "I believe you. You're too good to lie over something like that." Lelouch said with a smile, glad to see Suzaku hadn't changed too much, despite being a soldier. His smile then disappeared as he looked back at the spiders. "But that does beg the question: why were you told these spiders were poison gas? And what does my brother's company, Oscorp, have to do with this?"

That's right. Oscorp Industries, the world's premier chemical research facility, whose CEO and Chairman was none other than the Second Prince and Prime Minister of the Empire himself, Lelouch's elder half-brother and the only one he couldn't beat at chess, Schneizel el Britannia.

The company was founded by Schneizel's uncle on his mother's side, Norman Osborn. He was in charge of the company for decades, and his power and money allowed his family's nobility status to rise, enough for his younger sister to be made one of the Emperor's consorts.

However, several years ago, before Lelouch and Nunnally were exiled, Norman was fired and arrested on charges of human experimentation and sentenced to death. After his death, Schneizel's mother inherited the company after winning a case against Norman's wife and son, Emily and Harry.

Then when Schneizel came of age, the company was his, and from what he's read, in the past few years, he's been doing very well. Some people thought it would be impossible for someone to be a Prince, the Prime Minister, and run a worldwide company at the same time. But Lelouch had to grudgingly admit, that if anyone could do it, it would be Schneizel. Heck, he could do it and still beat Lelouch in chess while doing all three at once.

He had already managed to set up locations in all of Britannia's conquered areas, and Area 11 was no exception. In fact, the headquarters here was second only to the one in the capital.

Last he read, it seemed the company was looking to splice the genomes of animals and humans, to give the later enhanced bodily functions. Were these spiders the result of such research?

As he thought that, he noticed something odd. There looked to be about 15 glass containers each of them containing a spider…

… except for one.

The glass was broken, it must've happened in the robbery when the terrorist stole it. Given the appearance of the canister, they must've assumed it was poison gas and planned to use it to threaten Britannia.

Lelouch then looked at his hand, the one where that spider bit him. Could it have possibly been the one that got out?

ZING~

Before he could think about it anymore, the ringing in his head returned. He didn't yet know the idea behind this sensation, but from what he could gather, it seemed to work as an early warning system. He was warned of Suzaku's kick thanks to it, but what could be the danger now?

He got his answer when a spotlight was shinned on the two boys. Lelouch raised up his hands and looked to see a group of armed soldiers dressed in the garbs of the royal guard. Lelouch gritted his teeth, Clovis must've known if he sent his own royal guard here.

"Stinking monkey!" The captain of the guard yelled with disgust. "Being an Honorary Britannian will not excuse you!"

Suzaku quickly ran up to him. "But sir! I was told it was poison gas!"

"How dare you question orders!"

Lelouch's violet eyes shook as the ringing in his head intensified, urging him to run. But he wouldn't budge.

"However, in light of your recent achievements, I'll be more lenient." He said as he handed his gun to Suzaku. "Execute this terrorist here and now!"

Lelouch looked in shock before Suzaku spoke in his defense. "But sir, he's not a terrorist! He's a civilian that got caught up in all this!"

The captain looked angry at Suzaku's defiance. "How dare you… you lowly Eleven! How dare you question my orders?! You swore loyalty and your life to Britannia, didn't you?!"

"Yes but… but… I can't."

Lelouch's eyes widened in borderline horror, as he knew what would come next.

I won't do it. I won't shoot a civilian." He turned and faced Lelouch, giving him a final comforting smile. "I can't follow your orders, sir."

No.

He saw his mother's corpse on top of his crippled sister.

This can't be happening.

"Very well."

Not again.

He saw the man who had become a father to him, die in his arms.

The captain aimed a gun at Suzaku's back.

This can't be happening again!

He saw the lifeless body woman who had given him and his sister so much love lying in a hospital bed.

He pulled the trigger.

NO!

BANG!

"SUZAKU!"

NOT AGAIN!

Suzaku's lifeless body collapsed onto the floor as Lelouch watched in horror. His body was trembling as memories of those he lost flashed through his mind.

The captain didn't even seem fazed or guiltridden about his actions as he gave a cruel smirk towards Lelouch, who looked as if he just died. "You chose a bad day to play hooky boy. Collect the spiders. After you've done so, kill the boy."

"Yes, my lord!"

However, inside the truck, Nagito, who knew it was too late for him to be saved, having lost too much blood, took one last look at a photo that had his wife and son as he reached for a red switch. He wanted them to be the last thing he saw.

"Death to Britannia… Long live… Japan." He pressed the button.

ZING~

Outside, Lelouch was still overcome with shock and guilt, that he didn't notice the ringing in his head, warning him of the closing in soldiers. However, suddenly, the ringing was the loudest he's heard it, forcing him to come to his senses, and it was telling him to–

MOVE

BOOM!

The truck exploded. Thankfully, Lelouch moved just in time to avoid the blast as he took off in a full sprint down a tunnel, away from the guards.

Within his G1 Base on the outskirts of the Shinjuku ghetto, the Third Prince Clovis la Britannia just got a call from the royal guards. He quickly answered.

"Did you recover the spiders?!" Clovis asked, panic in his voice.

"Your Highness…" The captain said, somewhat regretful. "I'm sorry to report Your Highness, but the spiders… they've all been destroyed."

Clovis lost his breath as he fell back on his throne. How could this be? They were so close, after years of trial and error! With those spiders, they were gonna change the human race for the rest of eternity! His name would be remembered as the one who pioneered the next stage of human evolution!

But now they were gone. Years of research were destroyed in the blink of an eye. They would have to start over from scratch now. Schneizel would have his head for this!

"Can this get any worse?"

It can.

"There's more," The captain said, "A Britannian student apparently discovered the spiders with one of our soldiers. The soldier has been taken care of, but the student has escaped."

That caused Clovis to freeze. Losing the spiders was bad enough. But there was someone who saw them firsthand.

"How could you let them escape!? And you call yourselves the Royal Guard?!" Bartley, a fat devoted man screamed into the comm.

"Apologies sir… the blast was directed upwards but in the confusion we–"

"Why do you think only you people know the importance of those spiders!?"

"Uhh… we'll keep searching, sir!" With that, the call ended.

Clovis sank back into his throne with a sigh. "It looks like we'll need to move onto the next phase."

Bartley was stunned. "But… your highness!"

"If knowledge of those spiders gets out, I'll be disinherited, and Schneizel will have my head," Clovis said with fear. While normally calm and collected, Schneizel el Britannia could be a real monster when something of his was taken. "Tell them back home we're carrying out an urban renewal plan here." He said as he looked out at the disgusting ghetto and spoke with such authority. "As Clovis, Third Prince of the Empire, I command you! Destroy the Shinjuku Ghetto! Leave no one alive!"

He didn't know how far he ran, or how he could run so far before coming to a stop. He wasn't out of breath, but he figured this would be a good distance. Once again, he was surprised at the changes in his body. He would love to take the time to figure out the exact capabilities of his new body, but right now, his mind was occupied with other things.

'It happened again.'

Once again, someone died, because of him, because he refused to do something.

He could have done something, anything to try and save Suzaku. He could have announced his identity as Lelouch vi Britannia and ordered them to stop, maybe they would've listened. Or maybe he could've used his newfound strength to stop them. But he didn't know the limits of his powers, whatever they were.

He tried to fight back the tears but failed.

Why did this keep happening? First Uncle Ben, now Suzaku. Why was it that the people dear to him always died when he refused to act?

He tried. Oh, how he tried so hard to live the way Uncle Ben taught him to. Every day for the past two years, he's tried to do whatever he could to help others. But it wasn't enough. It was never enough! Not for him anyway!

He was pulled out of his grief when he heard screaming and gunfire coming from above him. Moving quickly to the exit of the tunnel, he opened the door…

… and walked right into a massacre.

Britannia's Knightmares were everywhere. Killing everyone in sight. Men, women, the elderly, children, and even an infant weren't spared as they were gunned down in cold blood.

Lelouch looked in horror at the scene in front of him. As he saw the death and destruction, he could only think one thing.

'This is all my fault.'

If he didn't try to be a hero. If he didn't meddle in the affairs of others, trying to appease his bleeding conscience, maybe this would have never happened.

Anger and guilt swelled within him to the point where he lost control. With all his strength, he swung his hand and punch a nearby wall, demolishing it. The wall opening leads to a warehouse…

… where the royal guard had just finished disposing of innocent Japanese.

Curse you Parker Luck! Why do you have to carry into adoption?!

The guards turned to the opening in shock. They were even more shocked when they saw the same schoolboy they were hunting punch down the wall.

"Ah! There you are!" The captain said, getting over his shock as he smiled at their prey. Perfect place for a terrorist to meet their end."

"You scum!" Lelouch growled, clenching his fist, which didn't feel any pain from breaking the wall.

The captain merely smiled as he and his soldier aimed at the boy, making him raise his hands.

'How can this be happening? First, they kill Suzaku, then start massacring the people of the ghetto… and now I'm going to die. Before I had a chance to do anything in my life. Before I had the chance to make up for my mistake!' The image of a young girl wheelchair-bound, with an angelic smile, came to his mind. 'It's gone in a heartbeat… Nunnally!'

As his heartbeat began rapidly beating and breathing became more frantic as death approached him, he started to notice something strange going on.

His arms began disappearing! He started to panic even more, fearing he was being incinerated. Soon enough, his arms and legs were completely gone. He was about to scream when–

"Where'd he go?!" The captain shouted as the guards looked around.

'What?' Lelouch looked at them in confusion. He hadn't moved from his spot.

"Did he move? I didn't see?"

"He was just here?!"

"Did he get beamed up to his spaceship!?"

"Cut it out, man! You've been watching too much Star Wars."

"It's Star Trek!"

Lelouch was beyond confused before it hit him. He was invisible! Awesome!

He would be breaking out into a broad grin if he wasn't so terrified of being found out.

Acting instinctively, he jumped up, higher than he ever had in his life, higher than any human on the planet, twisted his body midair, and landed on the ceiling in a crouch on all fours, sticking to it.

The cloaking eventually ended as he looked down at the clueless soldiers trying to find him. All the while, he was in awe of his powers.

Super Strength, Danger Sense, enhanced speed, reflexes, wall sticking (needed a new name. Maybe wallcrawling?), and now cloaking! He was sure of it now! That spider had definitely had done something to him. Something that gave him powers. He wondered what else he could do. As he thought that, another idea occurred to him.

Maybe he could do it. With these powers, he could do it. He could challenge his father's Empire and destroy that accursed philosophy of "might makes right".

'That was the turning point.' Lelouch thought as he managed to unstick one of his hands and look at it. 'Since that day, I've lived a lie: a lie of living. For a time, that lie became the truth, but because of my pride and selfishness, it once again became a lie. Even my own name; is a lie. My personal history; is a lie. Nothing but lies. I was so sick to death of a world that couldn't change. But even in my lies, and my guilt, I refused to give into despair. But now… this great power…' He clenched his fist as he smirked in excitement. 'Its mine.'

He then heard more gunfire and looked outside. He could hear the dying screams of the innocent as his excited smile turned into a determined frown. 'And so is that great responsibility that comes with having them.'

That's right. He had power. Real power now. The power to change the world. And that meant he had the responsibility to use it right.

'It's like what Uncle Ben always said,' Lelouch thought as he looked down on the scum who used their power to trample on those beneath them. Well, Lelouch was going to show them how it was supposed to be. After all:

"With Great Power, Comes Great Responsibility."

A/N: What do you all think? I really hope you enjoyed the first chapter.

As you can see, I'm making a very different Lelouch from canon, but he won't be a copy of Peter Parker of Miles Morales. This is a Lelouch who, while does have a lot of hate for his father and Britannia, had Uncle Ben and Aunt May who helped temper that rage.

I'm sure you guys have a lot of questions And don't worry, I plan on posting a Q&A to answer, what I assume will be, the most common questions you guys may have a bit after I release the chapter.

Now for the preview of the next chapter:

Trial by Fire:

Lelouch works with the terrorist to drive out the Britannian military from the Shinjuku Ghetto. But when an unforeseen element enters the battle, Lelouch will be forced to put his newfound powers to the test!

Stay warm out there everyone!

Update: 10/31/23 Changed the intro to match that of the spider-verse.