At the Parker home before sunrise…

Peter woke up after a long day of crime find to feel a little off.

He couldn't really remember what happened the other night. He knew there were robbers, his witty remarks, one manages to hit him from behind, then he got mad… Then that was it. He had a weird feeling in his stomach something happened. Speaking of his stomach, he was hungry, not starving, he felt like he hadn't eaten in days. He looked in the mirror and was shocked. He was skin and bones. Sure, he wasn't the thickest person, but he looked like a skeleton. But that didn't make any sense, his metabolism is fast, but this was insane.

"Bro, bro. You awake?"

Eddie?

Peter rushed to the window to see his blond friend outside waiting for him on the ground.

"Eddie? What are you doing here?" Peter whispered, to not wake his Aunt May.

"Listen, you need to get down here. Now." Eddie ordered with a serious tone in his voice.

This wasn't good. When Eddie Brock talks like that, it is never good. Peter only hopes he has the strength to face whatever it is. Because he's feeling a little fatigued. With his spider powers, crawled outside as Eddie saw stunned by how thin he was.

"Pete, what happened to you?" He asked the boy as he noticed how skinny he was.

"I don't know, I woke up like this. I-I can't even remember what happened last night." Peter answered as Eddie looked more uncomfortable.

"Pete, you need to see what's behind the backyard."

Oh, Man.

Peter followed his brother in all but blood to his backyard, to find something truly horrifying thing before him. A giant shell of a spider monster (Drider) with a massive cavity in the back! Peter approached it, being careful that the creature was not still lurking despite it molting its exoskeleton. He gazed into the hole as it was dried and already occupied by little spiderwebs.

"Eddie, what is this?"

"Your shell."

Peter then touched it as it crumbled into pieces!

"Well, at least people won't be freaked out by this. I'll hose it down and you can head in to get some food. Eat a ton."

"Got it."

He was right, it wasn't good.

Inside the Parker House…

May was surprised to see Brock come over.

"Sorry for arriving so early but Peter left some of his homework back at my place when he wanted to check out my dorm." Brock lied smoothly, the kind woman smiling back at the college boy.

"Why thank you, Deary. But you didn't have to make breakfast for us." May grinned as she noticed her nephew looking thin, "Peter, have you been forgetting to eat? You'll waste away to nothing."

"Sorry, Aunt May. I've been kind of been super focused on school." Peter apologized as his aunt took a look at his arm, noticing how skinny he is.

"Him… You shouldn't be this skinny. Maybe I should take it to the doctor soon." The elderly woman uttered under her breath as Peter stiffened a bit, "You boys eat up and get ready for school."

She then left the boys alone as they had privacy to talk.

"Okay, do you remember what happened when you were out on patrol?" Eddie whispered as Peter was stuffing his face with pancakes.

Peter shook his head, listening but still scarfing down his food.

"Well, it began last night…"

A Night Ago…

Peter was itching his side as he was watching the city below him with his stone buddy, Bruce.

"Man, I hope this suit isn't getting me a rash. My skin itches like crazy. But I guess you really don't have to worry about that too much, huh Bruce." Peter chatted with his gargoyle friend, moss-covered with evidence of a bird's nest in his mouth, "So, I see you're starting your own renting gig. That's pretty good, hope the rates aren't too high."

The statue said nothing to Peter imagine what he would say.

"Yeah, it's been pretty tough to get some much-needed bling to my family. I don't know if I can do it at times, but I need to. Luckily, a few photos of Spidey are getting us some much-needed money in our pockets. But is it enough?" Peter questioned as he crossed his arms.

"Well, maybe you should stop worrying about money when it should be left to the grownups. All this stuff is going to stunt your growth." A voice on the intercom in Petey's ear suggested doing an impersonation of Bruce if he had a voice.

"I know it's you, Eddie."

"Come on, Bro. You shouldn't be worried about this, and your aunt thinks so too. Just focus on being a kid and if things get worse, I could always land a hand too."

"Eddie, you have your own life and college to worry about. I should be the one to try to help Aunt May more with finances. I am the man of the house now." Peter countered.

Their argument was soon interrupted by another heist!

"Look, I got to go. Duty calls~."

"Don't think that this conversation is over."

Near a Bank…

It was supposed to be a typical fight.

Bad guys try to steal, Spider-man appears, they fight, and he wins. But this was different, they got a good hit in, and with that, something woke up inside him.

"Gah, it burns!" Spider-man howled as the pain became too intense.

"Pete, what's wrong?"

"Ah, the poor little spider got a belly ache. We should put him out of his misery." The thug smirked as he was going to strike him down with a blunt object.

But the blow never came as the arm grabbed it mid-swing and began to grow harry. He became, bigger, and harrier, growing more limbs, more eyes, razor-sharp teeth, and acid dripping from his mouth. The man watched in horror as a swirl of steam which appeared from nowhere revealed the creature, the man spider!

"You then wrapped them up for the police, ate a cart-worth of hotdogs, scaring the hotdog guy, started making webs everywhere, and kept your attack on any bad guys you can find. You then got tired and returned home, while I followed you through the whole thing trying to get a hold of you, but you didn't even understand what I was saying. You have gone complete spider." Eddie concluded, "By the time you got home, you popped out of your shell by the back, completely human again, and swung back into your room without your web shooters."

"Woah."

"Yeah, I think this is going to make news. You can expect the bugle will want a pic of you in that form."

"Eddie, I think this is getting worse. What if I hurt someone in that state? Maybe-."

"No, we are not telling the Connors! No one can know about your power. You'll get taken away."

"But we have to tell someone. If not the Connors, then who?"

Eddie sighed as he heard his phone ringing.

Speaking of the Devil… it was the Connors.

At the High School…

Peter sighed as he still felt tired, hungry, and weird.

His body didn't feel like his own and his head felt so heavy with fog. He shook off the haze as Flash was about to come at him with water balloons. His Spider-Sense acted for him as he managed to dodge the balloons, then with his mind returning, he realized that people were watching! They couldn't know his double life! So, he let the balloons hit him, secretly thankful for the cold water waking him up. He could handle the humiliation. Soon Gwen stepped in as she shielded him, she is such a good friend to him.

Flash then backed off as Gwen helped dry Peter off.

"Pete, I wish you would stand up for yourself more. You shouldn't have to deal with that." Gwen fretted over the boy.

"It's fine, I'm pretty used to it by now." Peter smiled.

"But you shouldn't be used to it."

"It's fine, besides I try to look at the positives in life."

"Pete…"

Luckily Harry came because Peter could handle Gwen's look.

At ESU Labs…

Dr. Connors was planning his biggest breakthrough yet as Eddie was busy looking at Peter's cells, one from the shell he created.

It was as he feared, his DNA was changing again. He wasn't sure what was going to happen to Pete if this keeps happening.

"Hey, Eddie, what are you looking at?" Dr. Martha Connor's wondered.

"It's nothing." He tried to cover up, cursing himself for not being careful.

Before he could stop her, she looked into the microscope and was stunned by what she saw.

"Eddie, whose cells are these?"

"Dr. Connors, I can explain-."

Before they could continue, Peter and Gwen came in and the experiment could begin, thus the Lizard was born!