Hello there, fine readers! Welcome to my take on the classic MHA and Spider-Man crossover. I know, right? How original… But seriously, it's so frustrating reading these types of fics to me. Out of all of the ones I've read, none of them ever end up going in the direction that I want them to. Which is fair, obviously, I just got tired of that and decided to try my own hand at the epic trope. And that's not to talk smack about other fics like this either, trust me, A couple of them are on my top fic list. I just felt I needed to scratch a more specific itch with this one without any other secondary plot elements. Just good old Izuku with spider powers at U.A. Which brings me to my next point. As much as I love Spider-Man, this will not be an official crossover. Which means only MHA characters for the most part. I hope that's not a huge turnoff, but it is what it is. Now, with all of that out of the way, let's get right into this thing. I think I've talked enough. Enjoy :D

Chapter 1: Origin

If there was one thing that had been drilled into Izuku Midoriya's mind ever since he was a kid, It was the cold hard fact that not all men were created equal…

Boom!

"Wow Kacchan! That rock was huge! You shattered it like it was nothing!" A young boy with curly green hair cried out.

"Tch, that was nothing! Just wait till I see a bigger one, then you guys will see my real power!"

The four year old known as Katsuki Bakugo or "Kacchan" smiled devilishly as he looked down at his hands. He'd been practicing for months ever since his quirk manifested, and he couldn't be happier. His quirk was amazing. As a matter of fact, he was amazing. As long as he had this power, nothing would stand in his way. The boy was just about to look for something else to blow up before he heard the voice behind him speak again.

"You're gonna be an amazing hero one day Kacchan!" Izuku Midoriya said excitedly, his cheeks a light shade of pink out of happiness for his friend.

However, instead of taking the complaint and thanking the boy, Katsuki grew an enormous smirk on his face. A very big piece of information coming back to his attention.

"Hey Deku! You're almost five years old aren't you? When are you gonna go to the doctor to find out your quirk!?" Of course, the blonde already knew the answer to this, seeing as Izuku had confessed last week that he was quirkless.

The green haired boy's wide smile turned completely on its head in a heartbeat, and his proud demeanor fell as well, his shoulders slumping as he looked at the ground. "That's not fair Kacchan, I already told you guys I don't have a quirk…"

"Ahahahahaa! I know that you dumb Deku! I just wanted to hear you say it again! Ahahahahaaa!"

Seeing that their leader was getting quite a laugh out of the situation, the other two followers in the group decided to join in as well. After all, they cared a lot more about what Katsuki thought of them than that weirdo Midoriya.

With tears threatening to fall down his face once again, the small quirkless boy mustered all the courage he had and raised his head to meet the blonde. "Stop laughing at me Kacchan! If I try my hardest, I can still be a hero, even if I'm quirkless!"

Boom!

…

…

…

Needless to say, that was the last time the green haired boy ever stood up to his childhood friend… if he could even still call him that. Nowadays, ten years later, things are pretty much the same, except arguably worse for poor Izuku. Seeing as he was now in his last year of middle school, everyone was buzzing about what they were gonna be when they grew up. And it wasn't a surprise to hear that everyone wanted to be a hero. Even a young quirkless individual.

"Answer the question Deku! Is what the teacher said true? Are you really gonna try and get into U.A next year!" Bakugo shouted fiercely at the quirkless boy. Class had just let out, and he would be damned if he wasn't gonna squeeze some answers out of this nerd now that he had the chance.

The nerd in question however could barely comprehend what was happening as he shook in his seat out of total fear. "K-kacchan! I-I didn't m-mean for that to g-get out. D-don't worry, I'm n-not trying t-to compete with y-you or a-anything!" The boy finally stuttered out. It seemed that getting picked on for years of his life had taken quite a toll on the boy's personality.

"Well obviously, stupid! There's no chance in hell you could compete with me! But that's not the problem! You better not even show up to the entrance exam, or I'll fry you! I'm gonna be the only one in this shithole of a school to get into U.A, you got that? That's gonna be my epic hero story from my school days. And I don't need a useless extra like you to get in my way, you got that!?"

"B-but K-kacchan!" Izuku stuttered once again, trying to think of what to say back to his childhood friend turned bully. He was about to come back with the most compelling counter point he could think of, but he made the grand mistake of fidgeting with his notebook while he was thinking.

"What the hell is this? Another one of your shitty notebooks?" The blonde smirked as he snatched up the quirkless boy's property.

"Haha! Hero analysis for the future? Why the hell would you need something like that Midoriya? You're quirkless!" One of the two boys behind Katsuki laughed.

"Yeah! You'd be lucky to even become a police officer, even those lame guys have quirks! Hahaha!" The other follower added.

"K-kacchan stop! Give it back! That means a lot to me!"

"Oh? It means a lot to you? Well guess what? Being the only one in this school to get into U.A means a lot to me! So I think I'll hold onto this. I'll give it back to you after I get what I want, so you better stay the fuck away from U.A, got that!?"

Izuku wanted to respond, but he couldn't seem to find his voice in this time of high adversity. And to make things worse, he could feel himself quivering as tears made their way to the surface of his eyes.

This seemed to satisfy Bakugo enough for him to relent and start backing away. "Good, see you around you shitty Deku. I can't wait to read all of the nerdy crap you've written in here. That way it can actually help out a real hero, haha!"

"Wow! Great Idea Bakugo!"

"Yeah, you sure showed him! What a wimp!"

With that, the class was left empty and silent. The only soft sounds coming from Izuku slowly putting away his things and standing up from his desk. The boy took his time on his way home that day, shuffling steadily while looking down at the ground with his signature slumped shoulders. It felt like he'd been slumping like this more often lately. But who could blame him, he'd been taking some nasty punishment throughout most of his life, both mental and physical. And it always came down to one specific person…

Dammit Kacchan, Izuku thought, moping even more than he already was. What did I ever do to you? Why can't you just leave me alone.

The quirkless boy was so lost in thought that he never noticed that he had walked into a small tunnel that he usually took to get home. What's more, he was especially caught off guard when the manhole cover in the center of the tunnel was blown off, only for a large shadow to come flying out of it.

"W-what!?"

Said shadow made its presence known almost immediately, standing much taller than the meek boy was what looked to be a giant slimy mud monster. And it didn't take a genius to know its intentions weren't good at all.

"V-v-villain!" Izuku shrieked as he turned tail and ran for dear life.

It was no use though, as the large green blob had already set its sights on the helpless teen. "Come here boy, you'll make a perfect meat disguise!"

Catching up easily, the dangerous villain wasted no time in wrapping it's slimy body around Izuku, doing its best to enter the boy's body in any way it could.

"Gah-mphhh!" The teen cried as he experienced the most uncomfortable situation of his entire life. The pain was truly indescribable, it wasn't sharp in any way, but it was urgent. More of a smothering suffocating pain. Like drowning, only ten times worse.

This is really it… I'm really about to die… Izuku thought solemnly. In his final moments he did his best to picture everything that made him happy. Including his mom, his hero obsession, and his dream…

No! It can't end here! Not like this! He thought frantically

"Texas Smash!" A new invigorating voice yelled.

In an instant, a powerful gust of wind came flying down the tunnel, completely catching the mud villain off guard as it was thrown into the air and off of its victim.

Izuku however was still disoriented and missed how the newcomer quickly leapt into action and captured the creature into a plastic soda bottle

Texas Smash? Izuki thought calmly as he blinked his eyes open from his position on the floor. There's no way I heard that right. That would mean that the hero that just saved me is-

"I am here!" The same powerful voice exclaimed, proudly standing in the disoriented teen's view. "Are you alright young man? I appreciate you keeping that villain distracted for me."

Without wasting another second, Izuku's eyes shot open all the way and jumped to his feet as if nothing had ever happened. Excitement at meeting his idol taking over his whole body. "A-a-all might! It's really you! I can't believe this! I'm your biggest fan!"

"AHAHAHA" The enormous man laughed oddly. In fact, enormous was still not a proper descriptor for the incredible size of the man. His well built form sporting a white collared shirt and some brown khakis. "I thank you young man, I get that reaction a lot. Would you by any chance have anything I could sign for you? It's the least I could do for causing you so much trouble." I wrapped that up faster than I thought. I have five whole minutes left, spending a few on this fan should be no problem at all. The number one hero though as his winning smile widened even more.

"W-what!? N-no! Please don't think that All Might! You were no trouble at all! This is the best moment of my life!" Izuku shouted for joy, the first part of his hero's question now coming to the front of his mind. "Oh and um…" He trailed off as he frantically searched his yellow backpack for his hero notebook. It would be legendary if he could get All Might's auto-

"Oh yeah… Kacchan took it…" The teen mumbled to himself dejectedly. "Sorry All Might, I don't really have anything you could sign."

The large man never dropped his large grin, gently placing his hand on the boy's head affectionately. "It's no problem, young man, perhaps some other time. Until then, stay safe, and never forget to smile!"

Izuku's eyes widened as he watched his hero turn around and walk away without another word. No no no no no! I can't just let him walk away! This is my big chance! The boost I've always needed! I need to ask him!

"All Might, wait! I need to ask you something!"

Normally the pro hero would have ignored the boy with some sort of excuse to leave faster, but seeing as he still had a couple minutes left, the man stopped in his tracks and craned his neck to look back at the green haired boy. He felt somewhat bad about not being able to get his fan an autograph, so perhaps that's what urged him to stop and wait. "What is it, young man? I have places to be."

"I… I-I'm sorry to bother you All Might. I just, I need to know something."

Turning around now to completely face the boy, the number one put on his signature smile and gave a huge thumbs up. Signaling he was ready for anything. "Let's hear it young man."

Joining his idol with a small smile, Izuku took a deep breath and began pouring his heart out. "All Might… All my life, for as long as I can remember, the only thing I ever wanted was for someone to believe in me… For someone to back me up and tell me I could accomplish my dream if I tried hard enough. I've never had anyone to reassure me, no friends, nothing. Even my mom doesn't believe in me. She tries to hide it, and of course I still love her to death. But it doesn't change the fact I still need someone to tell me..."

Now feeling genuinely concerned, All might put a hand on the boy's shoulder to get attention again. "Say it boy, I'll do my best to encourage you, but that sounds like a lot of baggage that you're carrying around. That can't be healthy."

The green haired boy snapped out of his rant as soon as All Might spoke. He hadn't meant to go so off topic. With that however, Izuku clenched his fists and shut his eyes tightly, it was now or never. The answer he would get here would make or break his decision to become what he wanted most.

"C-can I be a hero like you even if I'm quirkless!?"

The pro hero stepped back with his eyes wide. He had somewhat expected that the question would be about hero work, but the whole quirkless thing came completely out of left field to him.

Quirkless? They still exist? All might thought before shaking himself out of his stupor. This boy was clearly still waiting for a response from his idol, it was best to not let him down…

But then again, was that even an option?

"Listen young man, I honestly didn't even know that being quirkless was even possible anymore these days. They say that only twenty percent of the world is still quirkless, but from what I understood, that was all in the old generation."

Izuku was too stunned to speak, and there was no way he was about to interrupt All Might. But deep down, the pit in his stomach was telling him exactly where this conversation was going, and he didn't like it one bit. Push those thoughts away! I can do this, I can be a hero!

"Just the fact that you're standing here telling me all of this proves to me that you've had a hard life already. And I'm truly sorry for that young man, I really am."

Ok… So far this was a bit more pity than I was expecting. The boy thought cautiously as he gulped audibly for the moment of truth.

"But you can't become a hero, it's too dangerous for someone like you."

…

…

…

Izuku's blood ran cold as the words left his idol's mouth. What did he just say? He clearly heard wrong, right?

No, I didn't hear wrong, he said I can't be a hero. And if All Might says so, it's probably true.

As the quirkless boy stood there, mouth agape and eyes wide while his entire world crumbled around him, All Might was about to say something else to at least try to make the boy feel better. But before he could even open his mouth, he felt his time begin to slip away as steam began forming around his body.

Damn, what horrible timing. I can't just leave this boy like this, can I?

In the next moment, All Might watched as the young man in front of him fell to his knees and wept his eyes out in a truly heartbreaking manner.

Oh crap! I uh, I've gotta split, sorry kid! The large man panicked at the awkward situation before him, jumping off onto a nearby building before finally reverting back to his true form.

Now looking a lot more skeleton-like, All Might looked down from atop the small building to the green haired young man still crying his heart out. In truth, he really did feel bad for the boy. But at the same time, this was for the best. He knew firsthand how dangerous the hero world was. And there was no place for weakness, that was for sure. "Once again, I'm sorry young man," All Might began, his voice not booming at all anymore. "I hope you can one day come to terms with the bad hand life has dealt you. I wish you the best"

With that, the lanky hero turned around and walked into the building and began down the stairs. In the end muttering something about being glad he made it out of there in time. The last thing he needed was a fanboy turned hater to spill out all of his secrets on the internet.

Izuku didn't know how long he sat there in that tunnel crying until he simply couldn't anymore. Hell, he didn't even look up from the ground until he saw the setting sun caught his attention off on the horizon. And it was also at that point that he realized that All Might was long gone.

Forcing himself to stand up, Izuku did his best to hold back any more incoming tears from falling. It was odd to say, but it was almost easier now. Instead of sadness, all he really felt was empty inside. Which to be honest, wasn't much better.

The boy still couldn't believe All Might said the things he did. For the longest time, the man was like a ray of sunshine in his life. Something he could strive to be everyday. Something that gave him light on his generally dark life. How could he just crush his dream like this?

With a heavy sigh, Izuku slumped his shoulders for what felt like the millionth time that day. It was official, he wasn't meant to be a hero.

And with that last thought lingering in his mind, he began trudging back home. It was getting late, and his mom would start to worry if he didn't get home soon.

"Shigaraki-san, please forgive me!"

"Just shut the hell up Kurogiri! I'm tired of your whining! What's done is done!"

"But the specimen sir! What will master say! I don't deserve to be by your side any-"

"Master isn't gonna find out about this, got it! Now get out and start looking! We can still fix this!"

With that, the two shady men stepped out from what seemed to be a purple shadow at the end of a dark alley. Once both men were completely out, the shadow quickly faded and became a part of one of the men's bodies.

"Are you sure this is where you teleported it?"

"Y-yes Shigaraki-san, I can't apologize enough. I must learn to control this power properly."

"I already told you to stop that! I thought you Nomus were supposed to obey orders!"

"I-I apologize once more sir."

"I swear Kurogiri, I'll kill you right now if you apologize again, cause I am NOT IN THE MOOD! Master just finished making you, so you're obviously not gonna have that much control. So shut the fuck up and help me find the specimen!"

"R-right! I won't let you down Shigaraki-san!"

"Oh believe me, you already have." The oddly pale man grumbled as he bent down and placed a cardboard box on the floor.

"Uh, S-shigaraki-san, what's that? Is it something to help us track the specimen?"

"Ugh, if you must know, it's just me… Uh… Playing things safe. There's no guarantee that we're gonna find this thing, so it's best if I get rid of this. I don't need master to know I had such childish reasons behind my decision."

The purple shadowed figure decided to bite his tongue on asking any further questions to his superior. He knew well enough not to pry, especially when Shigaraki-san was being so vague.

"Very well then, shall we seek out what we came here for?"

A manic grin sprouted onto the pale man seemingly out of nowhere. "With pleasure!"

"NOT IN THE MOOD!" Came a loud and definitely angry cry from just around the corner. The sheer volume of the voice was enough to make Izuku both flinch and wince as the sound tore through the quiet night.

"W-what? What was that?" The meek boy asked shyly as he turned around and saw nothing. The sound must have come from one of those alleyways that he had just walked by.

Despite having every reason not to go and investigate what he had just heard behind him, Izuku found his legs moving steadily on their own towards the dark alley.

No! What am I doing? Today is already the worst day ever! I don't need to top it off with dark and scary places that could lead to death!

Suddenly though, the boy's train of thought was shattered when he heard footsteps and two voices right on top of him. This unfortunately is where fear started to set in permanently as he froze in place. This was certainly turning into a worse case scenario for the boy.

And it only got worse when the two menacing figures turned the corner and found the quivering boy shaking in his boots. Why did the universe hate him today!?

The phantom man seemed almost unfazed by the boy, but the pale one almost seemed to thrive off of the fear emanating from the teenager.

"Hehehe," The pale man laughed creepily. "Hey there kid, isn't it past your bedtime?"

Izuku was too scared to even cry out when the man reached out for him. All he could do was step back and fall on his butt as he scrambled back as far as he could, eventually pressing his back to the alley wall in fear.

"Hahahahahaa! Look, Kurogiri! He looks like he's about to shit himself! Now that's what I call a hero! Hahahahahaa!" The man laughed sarcastically.

The shadow man on the other hand did not look amused at all. After a few more seconds of the pale man's laughter, he leaned over and whispered something in his ear, making the man straighten up and gather a serious look on his face. "Right, Sorry Kurogiri, I just couldn't help myself."

Izuku held his breath as he watched the two shady men continue to walk down the road. The two seemed to be looking for something. And judging by how they were exclusively looking on the ground, it was probably something small.

But that was the last thing on the quirkless teen's mind at the moment. A lot more important things running rapidly through his mind.

Who were they!? Were they villains!? Why were they so scary! Should I call the police!? No, I can't! That would make me even more late home! And mom's gotta already be freaking out! But I should still do something right! There's gotta be a hero around here somewhere! Why is my neck so itchy? Maybe I have time to warn a hero if I hur-

…

Izuku paused as he backtracked through his insane musings. Normally his neck being itchy wouldn't be an issue… Unless the part that was itchy was slowly moving around on said neck…

Keeping surprisingly calm all things considered, Izuku slowly tilted his head up for any information he could find. And when he found what he was looking for, he breathed a sigh of relief.

He almost didn't catch it, but there, right above his head hung a miniscule thread of spider web practically glowing in the moonlight.

Ok, this is good, not as bad as I thought, it could have been a cockroach, now that would be reason for panic, just relax, spiders are fragile and very easy to spook. So as long as I just stay calm, I should be just fi-

"AH!" The quirkless boy yelled as he slapped his neck where the spider just bit him. "Damn, so much for that idea. Ouch, why did that hurt so much!"

Cringing as he gently plucked the dead spider from its spot stuck to his neck, Izuku brought up to his eyes and focused on it. Hoping it wasn't some crazy venomous kind that would land him in the hospital.

Looking closely at the dead arachnid, the green haired teen could easily say one thing, he had never seen such vibrant colors on a spider before, that was for sure.

Before the boy had any more time to analyze the red and blue creature, he remembered how late it was and jumped up from his seat on the floor. "What am I doing, I've already wasted so much time! Mom must be worried out of her mind!" The boy stammered out, not hesitating to reach into his pocket and pull out his phone.

Well, if you could even call that a phone anymore.

No wonder I haven't gotten any worried calls from her, it must have gotten crushed to pieces when that slime villain tried to capture me. The boy thought dejectedly as he looked down at the scrap parts that used to be his phone.

Looking down at both of his palms, his broken phone remains in one hand and a dead spider in the other, Izuku could only think of one phrase that would fit this moment perfectly.

"This really was the worst day ever…"