By Alex Shannon and Kevin Ridley

Based on Spider-Man by David Koep and Sam Raimi, Spider-Man: The Official Movie Novelization by Peter David, The Amazing Spider-Man by James Vanderbilt, Alvin Sargent, Steve Kloves and Marc Webb, The Spectacular Spider-Man by Greg Weisman and Victor Cook (et Al), and the Marvel comics by Stan Lee and Steve Ditko (et al, but very specifically not Zeb Wells).


"Videos and images of a masked individual performing superhuman stunts and heroics have gone viral on the internet."

"Seen wearing a bright red and blue costume, he seems to be courting the camera more than Gotham's hometown hero."

"He's there, he does his thing, and he's gone in an instant."

"It's like he wants people to know he's here."

"The superhero vigilante known as Spider-Man has caused quite a bit of controversy. People all around Metropolis are asking questions. Why does he do what he does? How does he spin his webs? What is he?"

"He's a criminal!"

"He's a hero."

"I think he's kinda hot."

"He saved my life."

"He's a menace!"

"He's one of the most courageous individuals I've had the pleasure to know."

"But one question still remains… 'Who is Spider-Man?"


"'Who am I?' you ask. Are you sure you want to know? The story of my life is not for the faint of heart. If somebody said that it was a happy little tale... If someone told you I was just your average everyday guy without a care in the world? Well, somebody lied. Mine is a tale of pain and sorrow. Longing and heartache. Anger, and betrayal. And that just covers the high school years.

But hey, not all of it's bad. For every couple of low points there's something worth being happy about. That's what it's all about, right? Finding the good in the world. Making it if you have to. I guess that's what all of this was about. Making some good in the world wherever I could. But, in the beginning, it was all about the girl next door... And that damned spider."


Gwen Stacy was a girl anyone would be glad to get the time of day from. Blonde, athletic, tall, intelligent, and stunningly beautiful, with a voice like an angel. She could have had any guy she wanted. To the bafflement of all of the student body of Midtown High and many of the faculty, however, she was rarely, if ever, seen outside the company of the dweebiest nerd in school, and not for a lack of options, either.

Known to many as Midtown High's only professional wallflower, and to top jock and resident bully Eugene "Flash" Thompson as "Puny" (and a selection of other crude and alliterative nicknames) Peter Benjamin Parker was the very definition of a geek. He wore thick glasses, tinkered with electronics old and new, and was pretty much the go-to guy in town if you needed your phone or computer fixed.

Unfortunately for him, he was also gangly, physically quite weak, and typically clad in old-fashioned, overly-formal clothing. As his teenage years wore on, he and Uncle Ben managed to convince Aunt May to let him pick out his own clothes, but their budgets still constrained his attire to things one typically found in thrift-stores, outside of expensive and trendy birthday presents from his friend Harry and his father, Norman. Aunt May always fussed so much over those, though. Some of the presents had never been taken out of their packaging, much to Harry's chagrin.

Peter had been in a particularly odd combination of right places at the right time in his life. When the Stacy family moved in next door around the time he was six, he and Gwen bonded over their mutual love of climbing the tree spanning their backyards, and that bond stuck throughout pre-teen and teenage years.

Around middle-school, his table was the only one with an open seat in the lunchroom that the other occupants would allow to accommodate the newly-transferred pseudo-delinquent Harry Osborne. Harry wasn't a bad kid, he just mouthed off to teachers on a regular basis and refused to do the work at the private schools his father Norman sent him to. Harry just had a (entirely deserved, as Harry would tell you) reputation for disrupting classes put on by (In Harry's words) "Absolute fucking retards." Harry also had a reputation for punching people who made comparisons between his family and that of a certain rock-singer turned reality TV star that was also entirely deserved.

Little did Peter Parker know, he'd soon be in exactly the right place at the right time (or the wrong place at the wrong time, depending on your perspective) for his life to change quite dramatically in a short span of time.


August 10, 2011

"Pete!"

Peter awoke from dreams of computer code and camera angles to the sound of knuckles tapping on his window and his name.

He flailed around in his bed wildly, and fell to the floor in a pile with his covers.

Gwen sighed and slid Peter's window open, and dropped into the room as gracefully as a cat. She wore a white and black hooded sweatshirt that made her appear phantasmal in the morning light on top of a green T-shirt and blue jeans.

"Peter, can you stop overreacting like a total spaz?" She asked as she pulled him to his feet.

"Sorry, I just wasn't expecting to see a ghost this early in the day." He commented as he straightened his rumpled night clothing.


Gwen gave a small chuckle. "Come on, we're going to be late for the field trip."

"What time is it?" Peter asked as he fumbled for his glasses on his nightstand.

"Seven twenty," Gwen said. "The bus leaves in ten minutes. Come on!"

Gwen hopped out of the window and bounded down to the bus stop as Peter put on his glasses and switched out his pajamas for his school clothes. Well, school clothes augmented for skateboarding. A black t-shirt over a long-sleeved green shirt, a matte red cloth jacket, and fitted pants and sneakers. Peter wasn't the most athletic guy in school by a long shot, but he knew his way around a board and some wheels. Aunt May tried not to fuss over his clothes anymore, but she always said he'd get himself hurt on "that ghastly thing."

Peter slid down the stairs and stopped at the table long enough to grab a glass of orange juice and a homemade sausage croissant before picking up his board and skating to the bus stop. He came to a halt right behind it.

"Right on time." Gwen said as the bus rounded the corner in the distance. "I almost thought you'd be late."

Peter popped his board up into his hands. "Did you run all the way back to my house and back here?" He asked.

"Yup." She replied. "Why'd you sleep in, anyways? I thought you were looking forward to this trip?"

Peter shrugged. "I thought we were leaving at eight thirty, not seven thirty."

Gwen scoffed. "Who told you that?"

"...Mary-Jane."

"Peter, that girl's a walking broken clock. Honestly don't know what Harry sees in her. You could've just asked me." Gwen Stacy was the most punctual student at Midtown. She'd never once been late for anything in her life.

"Eh. I figured you had enough on your mind training for the track meet and climbing competition, I didn't want to bother you."

"Don't sweat it, Pete. It's not that big of a deal."

The bus came to a halt in front of them and they boarded.

"Hey, Penis Parker, you take any good pictures?" Flash Thompson jeered obnoxiously as Peter and Gwen made their way down the aisle of the bus. Peter was a photographer for the school newsletter and yearbook committee, and Flash never seemed to care that Peter was the one who captured all his best action shots on the football field and basketball court.

"Really, Flash?" Gwen asked. "That's the best you got? Not looking good for that English test, huh?"

Peter just laughed in response. "Funny, that's what your mom called me, too."

Gwen burst out laughing as the two of them passed Flash's seat.

Someone (probably Flash) stuck a leg out and tripped Peter as Gwen was about to take a seat. The action sent Peter stumbling into her, and landed the two of them on the floor of the bus. Gwen slapped the floor of the bus with her arms, arresting her fall with a loud metallic THWACK, but Peter tried to stay standing, and face-planted into Gwen's bosom. Gwen looked down at Peter in amusement as he frantically pulled himself away, then hopped to her feet.

"Hell of a first date, Peter. We should thank Eugene for setting us up." She said as they plopped down in an empty seat.

"Sorry." Peter muttered.

"Wasn't your fault." Gwen said. "No harm, no foul. Besides, I didn't mind getting a little close to you. Oh! You bring your new camera?"

Peter nodded, and pulled the case out of his backpack to make sure it was alright. Uncle Ben and Aunt May saved all year to get him a good camera for his birthday, and he would've died where he stood if it was damaged.

As Peter carefully placed the camera back in his backpack, his mind started to wander back to what Gwen said. He'd liked her since before he'd even known what romantic or sexual attraction was. He didn't know what to think about her maybe having some kind of feelings for him. They'd been friends for as long as he could remember... Practically siblings, right?

The bus pulled up to the Oscorp tower downtown, and all of the students piled out in front of the short flight of stairs leading up to the building.

"Hey Gwen," a red haired girl, (Mary-Jane Watson) asked as they departed the bus. "Have you seen Harry?"

Gwen shook her head. "Nope. He said he'd be here, but..."

A black Bentley pulled up to the front of the building in front of the bus, and glided to such a smooth stop it was like the vehicle was propelled by pure magic.

"Gee, who could that be?" Peter asked rhetorically.

The passenger side door opened almost sheepishly, and Harry Osborn stepped out, with his backpack slung loosely over one shoulder. The driver's side door opened strongly, and Norman Osborn didn't so much as exit the vehicle as emerge from something that seemed to be an extension of his own person.

Harry slinked over to the rest of the students, while Norman tossed his keys to a guy in a chauffeur's outfit, and turned to the assembled students with a flourish and the smile of a salesman.

"Ladies and gentlemen of Midtown High School, welcome to the Oscorp Science Center in Metropolis! I'm Norman Osborn, I'll be your tour guide this morning!" All eyes centered on Norman as the charismatic businessman ascended the stairs like a movie star on the red carpet.

"Your dad's laying it on thick, huh?" Peter asked Harry.

"Yeah, he turned on a dime when he stopped the car." Harry said. "Guy goes from chewing me out for my grades, to the happiest guy in the world."

"If you'll all follow me upstairs and into the building, we can get started!" Norman said as he gestured to the crowd to follow him up to the building.

"Come on, he's hard on you because he loves you." Peter said as he and the others filed into line behind Norman as they entered the building. "He wants you to do well."

"Dude, you only think that because he's nice to you," Harry said. "He'd adopt you if you didn't have your aunt and uncle."

"As some of you might know, Oscorp currently holds the contract to recreate the Super Soldier Serum used in Project Rebirth." Osborn said once they'd entered the building. "Back when the WEAPON Project was still active in the nineteen nineties, we briefly held the same contract. I personally worked on our original project alongside my esteemed colleagues, Doctor Curtis Conners, and the late Doctor Richard Parker, right up until his and his wife Mary's untimely deaths in two-thousand."

A lump formed in Peter's throat as the reminder of his parents' death cast a shadow over his mood. He supposed he should've expected this would come up. His father worked with Norman when Peter was just a little boy.

"After the attempted attacks in two-thousand and one, the contract was reassigned, and the project lay dormant. Once Oscorp regained the contract, I went back to our original research notes and built on the work we'd done almost fifteen years ago." Norman stopped in front of a large curtained section of floor. "The bad news is, we haven't managed to make the serum work on any mammals or other vertebrates." He said as he turned around to address the crowd with a brilliant smile on his face. "The good news is that we've managed to enhance the abilities of insects and arachnids."

"Yes, Gwen?"

"Isn't this somewhat similar to the developments of the WEAPON II project?"

"Indeed it is," Osborn replied. "With a few key differences. Weapon II was in some ways further ahead than us and far behind. While they managed to enhance vertebrates, Weapon II was also nowhere near as close to recreating the original serum. Through a combination of the serum Oscorp developed and patented, and the retrovirus solution we created as a binding agent, and the magic of genetic engineering, we've created several new species of spiders, all of which are at the absolute peaks of possible performance.

"In the past five years, Oscorp has mapped the genomes of a select group of spiders to find the best traits of each species, and further enhanced the traits of the resulting subjects to create a series of fifteen Super-Spiders!"

Norman spread his arms like a gameshow host presenting a prize as the curtains dropped to display fifteen insect habitats, complete with one, two, three, four, five, six, seven, eight, nine, ten, eleven, twelve, thirteen, fourteen… Fourteen subjects?

"Among them, we used the genes of the jumping spider, which can leap up to forty times it's length, the funnel web spider, with silk proportionately stronger than high-tension steel, and crab spider, with reflexes that lend it a nearly supernatural so-called 'spider-sense,' and many others! From the many mundane, we have forged these few, these fifteen exceptional subjects!"

"Fourteen." Peter said as he snapped a picture of Norman in front of an empty case.

"Excuse me?" Norman replied dryly, almost taken aback at the interjection.

"The habitat behind you is empty."

Norman turned to look at the display incredulously. Then turned back to Peter, and clapped his hands together as a toothy smile crossed his face.

"Excellent eye, Peter." He said with a low chuckle as he shook a finger at the case. "Hell of an oversight! I'll have to talk with Doctor Strom about this. Can't have one of the cases in our display empty on such a big day."

A question and answer session followed, where Norman managed to direct the conversation away from the missing subject, and into things that made the company look a little less incompetent.

After the session was over, and the students dispersed to examine the ground-floor exhibits on their own, Harry got himself an idea.

"Hey Pete, you bring your tripod?" Harry asked.

"Yeah, why?" Peter asked.

"Set it up, let's get a picture of the four of us." Harry said.

"Yeah, let's do it in front of the spiders." Gwen said.

"Why not in front of the electron microscope?" Mary-Jane asked.

"Because the spiders are disgusting and I love them." Gwen retorted.

Peter shrugged, and set up his tripod and camera. Peter framed the shot, set the timer, and rushed into the frame with the others. He almost stood with his arms awkwardly at his sides, but Gwen grabbed his right arm and draped it across her shoulders.

"Come on, Pete. Live a little." Gwen said with a warm smile to him as the first flash went off. Peter looked down somewhat bashfully, then laughed and looked back at the camera as the second flash went off.

"Can we get one where everyone's looking at the camera?" Harry asked with a grin. "I want to use this on my Facebook banner."

"Fine." Peter said. All of them finally looked directly at the camera... Then, just as the last flash went off, Peter felt an itchy stabbing sensation on his right thumb.

Peter flicked his hand reflexively, and saw an object fall to the floor, then crawl away on the red and blue marbled carpet. He could just about make out the eight legs through his glasses. It was a red and blue spider.

"What the hell is that?" Mary-Jane asked.

"Think it's an escaped test subject?" Harry asked. "The others are all red and blue."

"No, it's a white-banded crab spider." Gwen said. "It changes color to blend into its surroundings. It's mimicking the carpet."

"Why do you know so much about spiders?" MJ asked Gwen.

"Because we were writing a paper on crab spiders for Bio." Peter said.

"They dangerous?" Harry asked.

"Nah." Gwen said. "About as bad as a biting fly if you don't let it get infected."

"Alright," Harry said. "Hit the hospital if it heats up, Pete. I'll pay for it."

Peter gave an uncomfortable chuckle. "Thanks for the vote of confidence."

The rest of the day trip was uneventful, except for the fact that Peter's brain grew cloudier as the day went on.

I must not have eaten enough or something… He thought to himself. Or… Maybe I didn't get enough sleep.

Harry pushed a can of Monster into Peter's hand. "Here, you look like you could use this." He said as he took a swig of his own can.

Peter blinked, and shook his head. "Harry, I can't-"

Harry cut Peter off and popped open the can. "Sure you can, it was only a buck fifty. I can afford it. Now drink, you look like you're about to pass out."

Peter took a reluctant swig of the energy drink, and allowed the carbonated liquid to sit on his tongue briefly before swallowing it.

"Thanks." He said hoarsely.

"Don't worry about it." Harry said.

The energy drink did not clear up Peter's head, and his headache only seemed to grow worse as the caffeine filtered into his bloodstream. He didn't even feel more awake, he could still barely keep his eyes open on the bus ride home. All he wanted to do was sleep.

Yeah, I'll feel better when I get some sleep. He thought as he followed Gwen off the bus, and down the sidewalk to their houses.

"See you tomorrow, Pete!" Gwen said as she bounced up her front stairs to her door. Peter waved halfheartedly, and climbed his stairs up to the front door, grasping the handrail of the porch as tightly as he possibly could, as he spent what felt like an eternity climbing fewer stairs than there were fingers on a human hand.

Peter unlocked the door and stumbled into his house. His skin was pale, and his gait unnatural.

"Peter!" Uncle Ben said. "Welcome back. How was your field trip?"

"Uh," Peter struggled to speak coherently. "It was fine. Everything's fine."

"Get any good pictures?" Ben asked as Peter dropped his backpack in a chair in the living room. The words kind of washed over Peter, and it took a moment for him to realize anything had been said.

"...Yeah, great pictures. I uh... I gotta crash."

"Dinner's ready, Peter." Aunt May called after him as he ascended the stairs. "Won't you at least have a bite?"

Peter briefly glanced down over the bannister at her with a grim, bemused look. "No, thanks," he said weakly as he thought back to the arachnid that had snacked on him earlier. "Already had a bite." Then, he disappeared up the stairs, and into his room.

At first, he tried to sit in his computer chair and calm himself down. That definitely didn't work, because he could see that the bite on his right hand was swollen to the size of a golfball.

Gwen, if I die because you picked the spider wrong I am going to haunt you for the rest of your days. He thought deliriously. The idea of pulling out his phone and calling 911 didn't even warrant serious consideration in his fevered mind.

I can't pay for that. He thought. The fact that Harry'd promised to foot the bill totally slipped his mind in this state. He just stood up from his worn leather chair (Uncle Ben found it on the way back from work one day. Peter stripped out the padding one afternoon and replaced it with the innards of old pillows, and they restitched the leather to hold it all in.) and stumbled over to his bed. He took one step, two... Then fell over on the third just as he put one hand on a blanket and crumpled to the floor with the blanket draped haphazardly over top of him.


Peter's dreams that night seemed to have been infected with visions of tangled hypercolor DNA strands. In the dream, he rode upon the back of a red and blue spider, sorting through the strands, until they untangled, and rose to the heights of an incomprehensible sky. The spider grabbed ahold of the DNA like a ladder, and climbed the color-shifting strands, with Peter holding onto its' back for dear life.

The arachnid climbed forever. Peter became afraid to look down for fear of the height they'd ascended to, and forced himself to stare up at the endless strands of the double-helix, until the spider stopped climbing, and appeared to examine a section of the strand. In an instant, the spider snipped out a piece of the DNA, and tossed it down into the endless void beneath it and Peter, then bit off one of its' limbs, and carefully placed the appendage in the section of the DNA. It seemed to fit into the slot perfectly, and the DNA accepted the limb as part of itself. The leg the spider had removed then immediately regrew, and the spider continued to climb, with Peter left to stare at the sight in horror as it repeated the cycle again, and again, seeming to grow and regrow itself for the sole purpose of rebuilding the DNA. Everywhere the strands seemed to be thin and wispy, the spider removed and discarded the base pairs and replaced it with part of itself.

Then, as suddenly as the dream had began, Peter and the spider reached the top of the strand. The hypercolor of the DNA had shifted as they progressed, from the spectrum of the rainbow, to red and blue, with the other colors reduced to metallic highlights along the edges. Peter wasn't sure what was to happen next, as the spider retrieved him from its' back as its' colors shifted and warped, from brilliant red and blue, to green, and black. The spider tried to maintain its' grasp on the DNA strand, but it couldn't find purchase, even though it had climbed so expertly for what seemed like so long. It slipped, and fell down the eternal strand. Peter reached for it in a panic...

Then hit his head on the edge of his bed as he jerked awake.

Peter shook his head and pulled himself onto his bed.

Well, I'm not dead. He thought. He looked at his right hand, and the once swollen bite was now but a tiny pinprick on his thumb. It didn't even itch. Guess it wasn't a big deal.

He blinked his eyes to clear the blur of the night's sleep from them, then grabbed for his glasses and fumbled them onto his face. Somehow, the lenses didn't improve his sight. He took them off, and his room resolved into what he pictured viewing life through an ultra-high resolution camera would be. Huh. He thought. Guess I needed a trip to the eye doctor. Or maybe I didn't. He tossed the glasses onto the table next to his clock.

Peter looked down at his shirt, then down at the blue carpet. They were soaked with sweat. Oops. Aunt May is going to kill me if I ruined the carpet. Peter stripped off his shirt and tossed it into the laundry basket. Then, he grabbed the miniature fan off his desk, set it by the sweat puddle on the carpet, and turned it all the way up to maximum.

Then, he caught a glimpse of one of his arms in the mirror, along with the rest of his torso.

The hell? Peter's arms (really, his entire torso) looked ripped, like he'd been redrawn in the night by Akira Toriyama. He didn't have the bulk of a character from Dragon Ball, but he had to have packed on at least twenty-five pounds overnight.

Did I hit a second puberty or something? He wondered. Doesn't that usually wait until you're thirty or something?

"Peter?" Aunt May asked. "You're up early today. Are you alright?"

Peter looked at the clock. It was around an hour and a half before he was supposed to leave for school.

"Yeah, I'm fine." He replied.

"Any change from last night?"

"Yeah, big change!" He said as he flexed his abs (Christ, he had abs now. Flash Thompson eat your heart out.)

Peter showered quickly, dressed in fresh clothes, and rushed downstairs. He cooked up a large breakfast, probably enough to feed the entire family, and ate everything. Six eggs, twelve strips of bacon and three sausage patties all stacked with slices of cheese between two slices of whole-wheat toast.

"Peter, are you-"

"Can't stick around, Aunt May, gotta get to school, I'll see you later!" He said as he grabbed his backpack and skateboard and dashed out the door.

"Does he realize it's like an hour before the bus arrives?" Uncle Ben asked.

"Land sakes, that boy's going to eat us out of house and home." May mused, unconcerned with Ben's question about the time.


Peter blazed along the sidewalk to school on his skateboard, Sweet Child O' Mine by Guns 'N Roses blaring over his headphones. He rode up to the school just as the last bus was leaving to pick up students for the day.

Huh. Guess I'm really early. He thought. Let's hit the gym and try these things out.

The weight room at the gymnasium was littered with hundred pound plus dumbbells, and there were so many forty-five pound plates scattered around it looked like someone had played frisbee with them.

Sheesh, do these guys ever clean up this place? Peter thought. He squatted, and grabbed the heaviest dumbbell, at two-hundred pounds. He lifted, and found it was as light as his backpack. In around ten minutes, Peter re-racked the entire set of weights without even breaking into a sweat. Seriously, eat your heart out, Eugene. He thought with a mischievous chuckle.

Peter was about to start actually trying to lift some weights when he got a niggling, itchy feeling in his brain. Let's hit the rock wall. See how far I can get.

But I can't stand heights! He thought. Remember what happened when I tried to help Uncle Ben paint the upstairs window frames?

Come on, let's just do it.

Okay, what the hell, why not?

Peter opened the door to the climbing room, and found it already occupied.

"Pete, what brings you here this time of the morning?" Gwen Stacy asked. She was already decked out in a green tank-top, black athletic pants, and a climbing harness.

"Got up early, felt like seeing how far I could climb."

"Really?" She asked. "I've been trying to get you to hit the wall more than once or twice a year for how long and you just decide to hit it out of the blue?"

"Yeah. Just felt like it."

"Alright. I'll race you to the top. Just don't expect me to catch you if you fall."

Peter ducked into the locker room and changed into his blue gym shorts and a red tank-top. He still couldn't believe how good he looked in the athletic clothing, and it wasn't just his arms and torso that looked good. His legs rippled with pure muscle at every step.

"Shit, Pete. You've been holding back on us. You hitting the gym when nobody's looking?"

"Something like that." He said with a chuckle.

"So, you want to hit the ten foot wall? I'll go easy on you."

Peter grinned. "Nah, I'll see you at the top of the thirty foot."

He hooked up his harness, and chalked his hands, then set to climbing the wall like a mountain goat. Previously, he had a hard time gripping the handholds. Now, it felt like he could grip the very surface of the wall and climb without even the textured plastic rocks.

"Hey, no fair starting without me!" Gwen called after him as she took a running jump up to the wall and barely caught up to him.

The two of them were neck and neck. Peter's newfound abilities kept him just ahead of Gwen's years of training, much to the disbelief of both climbers.

They reached the top a second apart. Peter slapped the bell at the end of his section of wall with a grin on his face, Gwen a moment later.

"Damn, dude." Gwen said, panting as she gripped onto a hand-hold near the top. Peter couldn't help but notice that her pretty face was slick with sweat. "Peter Parker, secret jock. How the hell did you do that? You had to have been training for what, at least six months to get this good?"

Peter just smirked.

"Whatever you're doing, keep it up. If you tried out for the football team you could give Flash a r-" the plastic rock Gwen clung to snapped away from the wall with a high pitched crack, and she tumbled backwards, with her climbing harness arresting her fall briefly, until something in the harness broke what had to be less than a second later. Her safety wire yanked free from her harness, and she fell toward the ground with a guttural yell.

Without a second's thought, Peter jumped off the wall like a champion diver, and snatched Gwen up in both arms at around the twenty foot mark. He grabbed his own safety cable with one hand, and they gently descended to the thick crash mat at the foot of the wall as Gwen clutched Peter tightly around his neck as she the adrenaline of the fall buzzed in her head, and slowly faded away.

Gwen panted at the shock of her sudden fall. "Thanks..." She said between breaths as she stared into his eyes.

"Don't mention it." Peter said as he set her on her feet.

"I never noticed you had such beautiful blue eyes." Gwen said as she gently brushed his cheek. "Did you get contacts, or something?"

Peter shrugged in a genuine show of confusion. "Woke up this morning and I saw better without them than with."

"Wonder if that spider-bite had anything to do with it." She said, playfully. "Don't tell the rest of the chess club, everyone'll be trying to get bit by a crab spider."


The rest of the day proceeded without many other unusual occurrences, although the people who maintained the climbing equipment managed to get themselves an earful from Coach Wilson and Captain Stacy before school had even started.

Later that day, as Professor Harrington's Video Production Class wrapped up, Harrington gave them an assignment.

"Since everyone's done so well with the last assignment," The bearded, bespectacled man said as he flicked a slide up onto the smartboard. "I think you could handle something a little more complicated. Find something in your home that has an interesting back-story. Think of it like video show-and tell. I want them edited, uploaded to your YouTube channels for peer critique, and submitted via CANVAS so I can grade them. Further details will be available in the download packet. Should be easy to make about five minutes of content out of something like that, but you can go up to ten if you want. Think about it at lunch, try to have an idea by the end of the day!"

Speaking of lunch, that was when most people would gather with a group of friends and acquaintances and random whoevers to yammer at length about absolutely nothing. Peter Parker, on the other hand, exclusively sat with the same three people every day. Mary-Jane Watson, Harry Osborn, and Gwen Stacy. At least, he did when Harry wasn't serving in-classroom detention for mouthing off to a teacher, and Mary-Jane and Gwen weren't ten minutes late because, unbeknownst to Peter, someone (Flash) had let a family of iguanas out in the girl's bathroom.

So, Peter ate alone, like he did before he had friends. Perhaps that was fortuitous, because, when he tried to put a fork down to grab a napkin, it stuck to his palm.

He looked closely at the fork. Nope. No super glue. No adhesive. Nothing that could've been a prank from one of his usual tormentors. He carefully pulled it away, and found it came away easily.

Weird. He thought as he put it down with his left hand. And it stuck to that one, too. What the hell, man?

He flicked his hand to try and dislodge it again, and nothing happened. With a sigh, he grabbed it with the other hand and pulled again. This time, it came away with strands of a white, silky substance connected to his wrist. What the actual fuck?

He pulled and he pulled. The silk went on forever. It was coming out of his wrist.

Peter flicked his hand again, and the strands became detached from his wrist. Unfortunately, he threw another strand across the cafeteria, and snagged another student's lunch tray. His eyes bugged out, and he grabbed the strands to yank the silk back, hoping it would detach from the tray.

At this moment, Peter realized he'd made a mistake, as the fully-laden tray came soaring toward him. He ducked below its arc, and avoided a face full of corn, peas, and mashed potatoes. Unfortunately for him, rather than immediately crash to the ground, the tray kept going until it hit another student square across the shoulders. Peter heard the crash, and looked backward with a wince to see who he'd covered in lunch.

Uh oh.

Flash Thompson rose to his feet and angrily flexed his shoulders to shrug off the food. He turned to look for the source of the tray, and immediately saw Peter Parker looking guilty.

Peter hopped up from the table, and disappeared out of the double-doors just as another bunch of students entered the lunchroom. They trampled over the silk strands and lunch tray without a second thought or glance. As Peter powered his way down the hall, the strands severed from his arm. Quickly, he looked at the insides of his wrists as he walked towards his locker. Both of them had small, nearly imperceptible slits between the end of his arm and the base of his palm. Wonderful. If anyone gets a close enough look, they'll think I tried to kill myself. He thought. But hey, right now I don't know if anyone would blame me for trying to beat Flash to the punch.

Peter rolled his sleeves down as far as they'd go, and buttoned the cuffs of his jacket over them as he arrived at his locker. Then, warning signals started sounding in his brain, as audible as a siren, but with a clarity even a 911 dispatcher could never have. It wasn't just telling him something was wrong, it was like he was hovering outside his body with a three-hundred sixty degree view. He could see a paper airplane in flight, a spitball about to exit a straw, a hovering fly, and a fist, belonging to Flash Thompson, about to connect with his skull.

Peter snapped out of the way of the punch before Flash knew what was happening. The cross collided with Peter's locker, and dented the door. The football star yelped in irritation as Peter hopped backward like he was Bruce Lee.

"Think you're real funny, huh freak?" Flash demanded.

"Well, yeah, I suppose." Peter said with a grin as he hopped from one foot to the other. "But not everything is a joke."

"The hell is that supposed to mean?"

"It means it was an accident."

"Yeah, right. My fist breaking your nose, that's the accident."

"I don't want to fight you, Flash." Peter said as he raised his arms into a fighting stance. That was a lie. He wanted more than anything to lay the arrogant sportsman on his back.

"Yeah, I wouldn't want to fight me, neither." Flash retorted. "And look at that, you don't have your little girlfriend to back you up today."

Oh yeah, I'm gonna enjoy this.

Peter dropped his weight onto the balls of his feet, and ducked his head below his fists.

Flash threw a jab with his left, that Peter ducked easily. Another jab, and Peter danced out of the way like a creature made of water.

Flash expected Peter to go down after one hit, maybe two. After all, he usually took down guys twice Puny Parker's size with those hits. He certainly wasn't expecting his heavy cross to not even connect, much less not even come close to its target.

To Peter, it was like Flash was moving in slow motion. He barely even had to try and dodge the hits, not even Flash's lightning cross.

Frustrated, Flash unleashed a furious roundhouse. If the punch had connected, it surely would've sent him flying. Definitely would've knocked Peter out. Maybe even given him a concussion. But, it didn't connect. Peter bent backward at his knees and Flash stumbled as his target started playing with him like he was Neo, and Flash wasn't even an agent.

Peter caught a brief glimpse of Gwen and Mary-Jane, both with an iguana in each hand, before he straightened up and turned to face Flash in the blink of an eye.

"Harry, help him!" Mary-Jane yelled to her boyfriend from across the fight.

Then, one of Flash's cronies dashed at Peter from the edge of the gathered crowd, and Peter performed a perfect jumping backflip over the tackle.

"Which one?" Harry yelled back, clearly impressed.

Flash and the other guy, Peter couldn't remember his name, exchanged a look.

"He's all yours, man!" The other guy said. Flash just pushed him away in disgust. The football star swung one punch after the other, each one fast enough to make any man wonder where the hell the bus that hit him came from. Peter dodged all of them. Then, he got tired of dodging. What if I just blocked them? He wondered, and started to do just that. The iron forearms connected with his own, but Flash was the one left wincing when they landed with a mighty crack. Peter slid one hand down to Flash's wrist and twisted the muscled arm. Flash yelled in a combination of agony and surprise, then Peter Parker unleashed a powerful punch into his stomach. The wall of muscle yielded to the strike, and Flash went soaring across the hallway.

The crowd erupted in cheers as Flash landed and skidded to a halt.

"Jesus, Parker." The crony said. "You really are a freak."

"That was awesome, Peter!" Harry cheered.

Peter just pulled back his fist slowly, and looked at it like it was an alien.

I just TKO'd the captain of the football team. Peter thought giddily. Then he had another, slightly less happy thought. Holy shit, I am in so much trouble if I don't get the hell out of here, aren't I?"

Peter grabbed his backpack and skateboard from the lunchroom and booked it out of the school before anyone had a chance to stop him.

Peter skated down to the docks, to an abandoned warehouse on the Metropolis side of the Hudson River, that was, strangely, technically part of neighboring Gotham.

Peter shrugged off his backpack, picked up his skateboard, and strapped it to the pack, then put his backpack back on.

He looked up at the wall of the warehouse, and the broken skylight in the roof, then down at his hands, the hands which had stuck to the fork earlier. The hands he'd climbed a rock wall with as easily as walking. The hands he'd punched Flash Thompson with.

He looked intently at the tips of his fingers. If he brought them close enough, and focused his eyes hard enough, he could almost make out a field of near-microscopic barbed fibers on each finger, all the way down his fingers, to his palm. Every millimeter of the gripping surface of both of his hands was covered in those fibers.

Maybe that was why climbing the rock wall felt effortless. He thought. Then, he looked back up at the warehouse wall. Wonder if they'd make climbing something like this easier.

Peter tentatively placed the fingers of his right hand on the wall, and pulled. To both his amazement and expectation, Peter found himself lifting off the ground. He placed his left hand on the wall, and braced his feet against the sheet metal. His sneakers were too thick to let him stick to the wall, assuming the fibers were present on the soles of his feet as well, but they provided a good source of balance for his weight.

Slowly, one hand over the other, Peter climbed up the sheer wall to the roof. When he pulled himself up the roof, He felt like he'd just run all the way up the stairs like Rocky.

Peter threw his hands up in the air and let out a shout of jubilation.

He dropped down from the skylight to a roof joist, landing on the thin but strong metal structure perfectly.

Damn, that was good. He thought. Then, he jumped to a other part of the roof, and grabbed onto it like a... Well, like a spider.

"Aw man!" He said with a grin. He looked around for a longer jump he could make. He spied a chain in the distance, and jumped at it. He grabbed the chain and swung across the warehouse. The arc brought him toward another chain, so he let go of the first one and grabbed onto the next one, then again, and again. Peter didn't notice the last chain wasn't attached to the ceiling, but was actually on a block. To his shock, Peter dropped like a rock to the ground.

He landed in a squatting position with his feet and hands nearly in the same spot, without even a feeling of the impact.

Holy shit. He thought, looking up at the block he'd fallen from. He'd fallen from at least fifteen feet in the air, and didn't even have an ache in his feet.

He looked back up at the hole in the roof. Sure, he could probably climb back up to the exit, but he wanted to try something else. He pulled back his sleeves, and looked at the tiny slits at the end of his wrists. Web had come out of them earlier. How?

Peter reeled back, and thrust his wrist at the roof with a flourish. Nothing. He tried again with his left. Again, nothing.

Wait, I had my hand in a funny position when the web came out... What was it?

He started cycling through almost every position he could think of. Bunny ears, the Vulcan hand sign, the "too sweet" gesture, double crossed fingers, finger guns, etc. Eventually, he put in his headphones, and pressed play on his phone just for some background music.

He kept trying... Then, Holy Diver by Dio came on. On a whim, Peter tried the devil horns sign. Nothing. He was about to give up, when he let his thumb extend from his palm, and a line of web shot out from his arm. Peter was so shocked, he couldn't aim it properly, and the line shot out of the window. He tried again, aimed at the roof's support structures, and fired the web. This time, it hit his target, and he seized the line in his hand. He pulled on the web line and soared up to the metal structure. He grabbed onto the beams, and pulled himself into the air, through the broken skylight. He landed on the roof running, up to the edge of the warehouse, and jumped to the next roof, and from there to the next, and then the next. Then, when he came to a larger building, he shot a line of web at a building, and swung away from the roof. And immediately face-planted on a billboard on the side of the building.

Okay, maybe I better skate the rest of the way home. He thought as he clung desperately to the wall with his fingertips.