Spiderman the hero of canterlot

by Neztrolove

Rating: teen
Tags: Profanity, Dazzlings, Human, Avengers, Romance, Drama, Trixie, Adventure, Equestria Girls, Violence, Crossover
Length: 31202

peter parker in equastria girls timeline as he becomes spiderman

join peter parker a former queens resident as his aunt and uncle move to the city of canterlot in order to better afford and take care of thier lives. what will happen as peter is bitten by a spider that grants him power and even builds up friendships/romances with girls from the school. this will be a starting out spiderman coming into his own and figuring out his powers. it will also be a harem fic with peter being with trixie, sugarcoat, and the dazzlings. it will have character redemptions and a spiderman trying to figure things out.

Published 2022-08-23 15:40:01 UTC
Last updated 2022-09-18 13:26:24 UTC

howd i get here?

Author's Note

AN:

Okay my last mlp fanfic on fanfic.net didn’t do too well in terms of comments but I hope this one does better. I would like reviews for my stories it helps me keep my interest but if I am not writing something to get reactions then that is on me. But I have also found a site called fim fiction which specializes in mlp fanfic so I am also gonna update there. Anyway here it is spiderman in mlp a concept that is totally original and new and not done by several more talented authors then myself but dang it im gonna try.

howd i get here?

Chapter 1: how’d I get here?

Canterlot city shined like a torch in the darkness. The city streets were nearly deserted as many of the residents were either asleep or at the high school for the dance, all save for one.

Swinging overhead was a man dressed in a red and blue outfit with a black spider on it and black webs all over the costume and mask which covered the mans face and had white eye lenses. Swinging forward with web strands coming out of his wrists spiderman swung through the city.

Unbelievable, he thought his internal monologue hurried due to pursuer. Just a couple weeks ago I was peter parker, high school nerd and social outcast.

The boy shot a web and shoot out doing a flip in the sky before shooting the next.

Now I am swinging through the city with an angry flying arms dealers on my tail.

A screech filled the air piercing the silence and like a rocket something shot toward spiderman.

As If on cue. Spiderman thought as he swung faster.

The figure was fast and his form a green blur as he raised a long wing and slashed at peters web and cut it.

The boy dropped and the ground quickly approached. Peter tucked in his hands at his sides and took a nose dive. The boy came down and with a tumble he used the momentum to run and used his webshooter to hit a roof.

The blurs weapon passed just an inch spidermans back as he shot up onto the roof. He ran across the surface of the roof and jumped onto the next rooftop. The boy then jumped again and used his webs to swing around the next building.

“you can’t run forever peter.” the blurred figure said close behind spiderman, the figures voice distorted by the mask which was dark green and shown with glowing green eyes.

Oh yeah and said flying arms dealer knows my secret idenity. Thats parker luck for ya. Peter thought as he swung again only to be grabbed by the arm and head by the blur.

“got ya.” the figure said shooting down with its wings to the pavement with spiderman pointed face first toward it.

Oh boy this is gonna hurt. Spiderman thought the ground quickly approaching. Good thing I have my web shooters.

The blur tightened its talons on peters hand and would have broken his wrists if his webshooter was so durable even though it was now broken it had saved his arm.

So much for that one. Peters head met stone, his face dragging across the pavement, his head hitting stone as bits of gravel shot up.

“i’ve heard of dragging things out but this is ridiculous.” spiderman said shooting his remaining webshooter praying to hit something.

Spiderman felt his web hit something sturdy and with a pull the boy managed to break the grasp of his pursuer. The boy surged toward the building not fully able to control himself. The image of a glass window closing into peter.

The boy tucked into a small ball rolling around and hitting the glass backfirst crashing into the room behind. Peter hit several cubicles and knocking over desks and even hitting a water cooler soaking his suit. The boys tumble stopped in the middle of a bosses office.

Gonna feel that one tommorrow. Peter thought his body ached each time he moved and he could hardly breath. Boy crawled under a desk and tried to catch his breath.

“where are you peter? You cant hide forever! I know who you are!” the vultures distorted voice echoed in the office.

Peter can hear the thrum of his enemies wing suit as the gears in it turned.

“alright, you want to play hide and seek, let’s play!” another bone chilling screech came from the vulture as the creature sped past the office and crashed through the building.

The hairs on the back of peters neck stood on end. The boy could feel his heart beating against his chest.

Oh god, how am I gonna do this. Think parker, think! Peter then looked at a billboard for hammer industries and then he remembered something.

There were problems with hammer industries high tech when stuff was introduced into workings. If I can somehow expose the wing suit inner workings then I can ground the vulture. Peter picked himself up leaning on the desk. He took a small stride toward the open window and then ran out and jumped.

He let the cool air of night sky relief him of the stress for but a moment.

I could be at prom right now dancing with a pretty girl but no im playing a game of a cat and mouse with a guy who dresses like a vulture while I am playing superhero in a spidersuit… what is wrong with me.

Peter swung through the city looking frantically for a place to rest and recuperate.

He’s right though, I can’t run forever. Peter found a hidden place behind a billboard. He jumped down and rolled then used a web shot to swing behind the billboard.

The boy leaned against the metal wall then slid down until he was seated.

What have you gotten yourself into parker. Peter couldn’t help but think on what has lead up to this moment in his life, the potentially last moment in his life. He thought how he was so scared as the new kid in a new class, how the only ones he knew here in this strange city filled with people of strange skin colors were his aunt and uncle, and how he has lost someone due to his inability to be an adult.

Peter felt a tingle and then knew that his rest was over.

A screech just behind peter was the final thing he needed. Peter shot a web shot from his web shooter and hit something. The boy jumped getting forty feet in area and narrowly missing the vultures wing strike cutting a small slice of his costume.

Peter pulled on the web and for the first time lady luck was on his side. The pull made the vulture off balance and the bird suited arms dealer landed face first into the wall of a burger joint.

“it’s over tombs, i’m bringing you in.” peter called jumping down to the supervillian as he tried to pick himself up.

Peter noticed the wings apparatus armor was broken and the gears of the left wing lay exposed.

Now’s my chance I just have to take it.

“you think this ends with me… you’re just a stupid kid playing superhero in a cheap costume.” the vulture retorted, his voice distortion coming in and out.

“cheap, i’ll have you know this is made of the best materials I could find in the yarn barn and those people charge you an arm, leg, and half a torso for their stuff.” peter quipped in spite of his fear.

“still making jokes even though you’re a dead man walking, I admire that.” the vulture had almost reached his feet, whether from the suit itself or his advanced age vulture stared peter down his right eye exposed with the other still having the glowing glass.

“you know me, always have to have the last word.” Peter jumped up and aimed a punch at the vulture.

The vulture screeched and then swung his wing shaking off some talons.

Peter swung his body midair and the sharpened daggers grazing his costume cutting swathes off it. But doing this knocked peter off balance and he had to work fast not to fall down on his neck.

The boy landed on his leg and he could feel the bone snap as he ran across the pavement for two steps before his leg gave out and his body couldn’t take anymore and fell face first on the ground and rounded into the same building as tombs leaving a bigger indent.

Vision blurred, and head pounding peter could hardly hear anything save for the ringing in his ears.

Peter looked up and saw hovering overhead was the vulture who was still fresh even though he had taken a nasty fall.

“should’ve stayed out of my business kid… now I have to make you disappear.” his voice switched from being squeeky like to mouse to menacing like a demon.

“you make a poor magician tombs.” peter said, trying to get back up

how did I get here… he thought as the vulture surged toward him with another one of his classic screeches.

How do I get out of here.

Fresh start

Author's Note

AN:

okay chapter 2. I hope you all like it and if you do then please leave a comment or two. I guage interest in my story by feedback as well as viewership so if you like this story let me know and tell me what you think. I take constructive criticism of all kind and would love to hear your theories.

Fresh start

How’d I get here. Peter thought.

Spitting into the drain of his sink. The boy checked out his reflection though his vision blurred due to the lack of his glasses the boy saw that his brown hair stayed spiky which made it hard to comb.

The boy grabbed his glasses with the frames slightly bent and wore them. He looked himself in the mirror his hair as suspected stayed messy after the wash and would definetly take a good comb through it.

Seriously how’d I get here. Peter still couldn’t believe he had moved to this brightly colored city with people of equally colored skin.

“peter, breakfast!” uncle bens voice called from the kitchen downstairs. The boy quickly put his black t shirt on and then rushed comb in hand down the stairs, making a sharp turn in front of the arch which lead to the dinner table.

Seated at the head, an middle aged man with wispy white hair with streaks of gray read a newspaper. He wore a thick brown jacket with his name etched on the left breast and had a blue button down dress shirt.

“hey uncle ben, what’s the good word in the news.”

the mans easy smile left him quickly as he flicked the newspaper.

“not looking too good petey. Not good at all.” he spoke in a somber tone and the normally cheery man looked like a shade of his former glory.

“what’s going on?”

ben shook his head and hmmed in response. “it’s this darn arms dealer in the news paper.”

peter caught a peak at the headline which read vulture on the loose, new arms dealer shakes underworld with experimental weapons.

“vulture huh, his name sounds stupid to me?” peter remarked and he felt good when he caught a smile forming on ben’s lips.

“he’s a coward that’s what he is. Petey, listen close, real men don’t hide behind an alias. If he was someone who was as fearless as they say in these papers then he would do so without the need to hide his name… he’s a coward.”

“ben are you getting yourself worked up again. That’s no good for your blood pressure.” a kind voice called from the kitchen.

“May, mi amor, breakfast smells perfect.” ben said, a dreamy look in his eyes.

Exiting the kitchen next door, carrying two plate full of food. An middle aged woman with long brown hair that went down her sultry tanned skin, her hourglass figure and generous proportions would be any boys wet dream.

“as beautiful as always may and I don’t just mean the meal.” ben replied, a mischievous look in his eyes as may bent over and placed a plate in front of peter.

May stood up quickly as ben patted her bum.

“benjamin parker! You old horn dog!” she scolded in a half hearted protest.

Ben chuckled to himself and then looked at the plate.

Peter did the same and noticed that he had nice as much eggs, bacon, and waffles then his uncle.

“aunt may, why do I have so much more then you guys?” he asked looking at ben’s which looked like a beggars meal in comparison to peters bounty.

“cutting down on the fatty food, you know breakfast has too much fats.” ben made the excuse but peter knew that ben was lying.

The boy frowned. “is this about money, I can go look for a job.”

“absolutely not!” ben slapped the newspaper against the table with a lot of force. “petey your a teenager, these are your golden years and meant to be where you find out who you are. I want you to have fun this year, ya hear me?”

Peter wanted to argue but ben had that ever loving twinkle in his eyes that made arguing with him useless.

“yes uncle ben.”

“atta boy, now let’s talk ladies. How many girlfriends do you think you’re gonna be after.”

Peter flushed and turned from his laughing uncle.

“ben! He’s still a child, what an awful thing to say.” aunt may scolded.

“now listen petey, here’s what you do… find a pretty girl, walk up to her, and then give a soft pat on the bottom.”

Aunt may slapped his forearm with a frown. “don’t tell peter to do such a perverted thing.”

“it’s how I met you may.” he never lost that smile when he said that.

May face flushed red “it’s still not okay now a days.”

“whelp i’m done eating, see you guys when I get back.” peter rushed out toward the door.

“have a good day petey.” ben said waving at peter.

“make lots of friends. Be good.” may added.

Peter entered the outside of his house and the sun shone over canterlot city. He felt the warm sun hit his skin and it felt good. The smells of the city were sweet unlike the normally strong smells of new york.

One of peter’s favorite things about the city was that it was more inviting then new york and he couldn’t help but enjoy looking around.

Peter heard a bus’ siren and turned to see that it was already three houses away from him. The boy ran toward the bus raising his hand. He held his backpack over his right shoulder.

He chased after the bus shouting for the bus driver to notice. The boy eventually caught up when the bus stopped at a house that was almost half a block away from his.

The bus driver opened the door and the boy took a second to catch his breath. Peter then took a quick couple steps up the stairs. The boy misstepped on the top step and fell flat on his face.

“look at the new kid! He face planted!” one of the students with buck teeth mocked making a few of the students laugh at peter and point.

The boy picked himself up and dusted off. The boy walked down and looked for an empty seat. He saw that each of the students had strangely colored skin and multicolored hair. He finally found a place to sit down next to a girl with blue skin and long white hair.

Peter saw that she had a wizards hat on her head and a cape with stars on the bottom around her body.

“may I sit here?” peter asked as the girl turned her head up to peter looking him up and down.

“the great and powerful trixie, shall allow you’re humble request.” she spoke in a grandiose tone of voice like a showman at the head of a stage and peter would be lying if he said that her level of self assurance and confidence filled him with the same feelings as her.

The boy sat next to her and then looked out to the window to see the unique architecture of the city which a lot of it had a horse theme.

“nice to meet you.” peter extended a hand.

“I am the great and powerful trixie! It is always nice to meet me.” she boasted then took peter’s hand lightly.

“the mundane and powerless peter parker at your service.” peter replied taking his hand back.

“trixie has not seen you before, are you a new student?”

“yeah, this is my first day.”

trixie raised an eyebrow “are you a freshman?”

peter shook his head “nope I transferred here from midtown as a junior.”

“that is quite a conincidence. The great and powerful trixie is also a junior. What made you transfer to canterlot high school.”

“my grandpa died recently and left my uncle his house in the city. It was kinda rough back at new york with paying the bills so it was a no brainer to go to a city where our house was already paid for.”

trixie blinked and then looked at peter “did you say that you were from new york?”

“born and raised… until recently.”

“the great and powerful trixie has always dreamed of performing on the grand stages of the world and new york is near the top of that list.” she let her voice raise with each word and peter felt enraptured by her words.

“you’re a performer? What do you do?”

“trixie is the greatest magician on the planet.” a cocky grin crossed her lips.

“I always used to love magicians when I was kid. It’s such a cool profession.”

peter caught trixie blushing at that and then he smiled.

“would you want to be friends?”

“trixie will consider your friendship offer at a later time! For now she must think on what she would do for her show.”

Peter turns his gaze forward to see several students pointing back at him and snickering.

So much for making a good first impressions

Along came a spider

Author's Note

AN:

Chapter 3! I hope you all like it and if you do then please leave a comment or two. I guage interest in my story by feedback as well as viewership so if you like this story let me know and tell me what you think. I take constructive criticism of all kind and would love to hear your theories.

Along came a spider

Peter Parker made a mad dash to the classroom. The boy barely beat the bell when he entered the class.

Why did I take so long to eat breakfast, he thought, peter had eaten more then his share at the breakfast table because he ate very little of what he had at home.

Aunt May and Uncle Ben need my help, Peter knew that his aunt and uncle were still struggling with finding jobs and the welfare would soon dry out and then what would they do?

The boy took a seat at an open desk in the back of the class. All the better to not be noticed, he reached into his backpack and pulled out a textbook for this class which would be history.

A few seconds after the bell rang, the classroom door opened to reveal a woman with opal like skin and a brightly colored principals outfit. She carried a clipboard and stood at the front of the teacher’s desk.

“Good morning class,” she said.

“Good morning Principal Celestia,” the students replied in unison.

She placed the clipboard behind her on the desk then turned to face the class again. “now, we have a knew student joining us as a junior. Please welcome Peter Parker. ”

the students turned their head toward peter in the back. The boy waved nervously at the many eyes upon him.

“Don’t just sit there, come on up and introduce yourself,” the Principal encouraged with a gesture.

Peter gulped when he left his seat. He looked around and noticed a few things.

A couple students snickering as he passed, a girl whispering to her friend and laughing as they pointed at him… typical.

This is just like Midtown High. The thoughts of his time back in his old school flooded back and the only good things that came out of those years was his two friends Eddie Brock and his now girlfriend Gwen Stacy.

I wonder how the old team is getting along?, Peter couldn’t help but feel melancholy at the thought of his old friends doing stuff without him or worse forgetting about him entirely.

Peter reached the front of the class and felt the pressure of all his classmates staring at him. He swallowed a lump in his throat and tried to compose himself.

“Go on Mr. Parker, tell us a bit about yourself,” Principal Celestia indicated to the class in front of Peter, a sweet smile glowing through like the sun.

“Ahem, my name is Peter Parker, i’m a junior in this school, and I hail from Queens, New York.”

The class began muttering to each other giving the boy sideways glances as they talked.

One student the grayish blue-skinned boy with the buck tooth from the bus raised his hand.

“yes, Snips,” Celestia called.

“Did you ever see Iron Man in action,” he asked, in an accent that Peter associated with the poorer district of New York.

Of course they want to hear about Iron Man, who wouldn’t, peter thought, he knew that Iron Man was a household name in every home in america and possibly the whole world. He was the first superhero who made his debut thirty years old and to many he was the greatest hero in the world.

Peter cleared his throat once again, sweat pouring out of him like a facet, “Yeah, I saw him fight a villian a couple times but most of the time he would be at the schools of New York giving pep talks.”

The majority of the crowd’s eyes widen and then their small bits of mummering turned into a chorus of excited chatter.

The excitement ended when a new figure entered. She had dark blue skin with midnight black hair, and she wore an outfit like the Principle’s save it was for darker colors. She carried a clipboard in her hand two and then strutted over to the Principle.

A few moments later the Principle raised her hand and a silence fell over the classroom.

“Attention class, I have a surprise for all of you,” she said in a tone that was beaming with optimism and pride. “Hammer labs has just authorized a surprise field trip to their facility in Canterlot and thus today class is canceled because we will be setting out in ten minutes.”

the entire school burst into a resounding set of cheers.

Thank god, something to take their attention off me. Peter breathed a sigh of relief, wiping a sweat from his brow.

Peter sat alone in the back of the bus, his head leaned against the window looking out to the school. It had a statue of a horse reared back on a white pedestal with mirrored sides. The boy couldn’t believe that he transformed to a new school and he is still a loser.

I wonder what Eddie and Gwen are doing? He thought, Peter remembered when he and Gwen first met in kindergarten and how she protected him from bullies. She then introduced him to Eddie who was built like a bulldog in kindergarten and grew into a tank of a man in high school. The trio would get in there share of trouble in their lives and with Eddie watching his back peter could focus on his studies and with Gwen’s help he became one of the best students in midtown.

I bet they’re doing cute couple stuff that i’d be a third wheel for, Peter was equal parts happy and disappointed when at his going away party Eddie and Gwen annouced that they had been dating for two weeks now and were waiting to annouce it. Peter knew this was coming because he saw how well they got along and how fearless Eddie was in his flirting. Peter on the otherhand acted more like a friend then a potential mate and he was too scared of being rejected to ask Gwen on a date.

Good for Eddie, he deserves a girl like Gwen. Peter thought when he heard someone clear their throat.

The boy turned his gaze upward to see Trixie dressed in her school outfit with a textbook under her arm.

“Hey, Trixie right?”peter moved his bookbag from the seat.

“Correct Peter Parker, the great and powerful Trixie has decided to grace you with her presence by sitting with you on this field trip,” she began speaking her show woman voice and then whispered under her breath. “Mostly because my friends are homesick with the flu.”

Peter couldn’t resist chuckling Trixie was so sure of her self and her showmanship was so grand that it was almost comical. He giggled making the magician flush.

“What are you laughing at!?,” she exclaimed.

“I’m sorry but I have never had some so confident talk to me like a friend. It’s nice someone as great as you chooses to hang out with me.” peter replied.

Trixie turned her head, covering her blush with her hair, then whispered. “Can I sit here or not?”

Peter scooched until his body pressed itself against the window, patting the seat beside him.

Trixie rolled her eyes and sat down.

The bus moved shortly thereafter and ride to the Hammer labs would take two hours. As per the city guidelines the hammer facility had to be near the edge of city limits to avoid any mishaps invovled with super science accidents from affecting Canterlot.

Trixie cleared her throat, “Is it true what they say about you, Peter Parker?”

“that i’m handsome and fabulously wealthy, wrong on all accounts i’m afraid.” Peter wanted to slap himself after the words came out of his mouth. You just met this girl Parker, she isn’t even your friend yet and your flirting with her.

Trixie chuckled softly, it was not mean-spirited or mocking but kinda cute.

She laughed!? Peter couldn’t believe his luck. The only girl who would laugh at his lame jokes was Gwen and he swore she did it out of pity.

Trixie straightened herself in one quick motion, her cheeks shining a pale blue. “That is not what the great and powerful Trixie was referring to?”

“Oh and what were you referring to?”

“Trixie has heard that you were the top student at your old school.” Trixie kept her eyes locked forward not looking at Peter once.

“I wasn’t that good, my friends Eddy and Gwen were just a step behind me.” Peter rubbed the back of his neck, his cheeks burning when he saw Trixie hide a smile.

“If that is true, then the great and powerful Trixie has found her man. I have a request of you humble Parker from the greatest magician known to the world.” Trixie said, standing up on her seat, placing her foot on the headrest in front of their seat much to the annoyance of the other students.

“Watch it Trixie!” the boy in front yelled.

“Oh stow it peon! The great and powerful Trixie is making a grand edict for her latest minion.” the girl then stumbled when the bus hit a speed bump and fell back into Peter’s lap, her legs raised and surprised look on her face.

“You okay there you’re great and powerfulness.” peter said helping Trixie adjust, the girl went stiff in his arm and he had to do all the work to put her back on the seat.

“You tell no one that happened or I will destroy you.” her voice as stiff as her body.

“Agreed. What did you need of one so humble Trixie the magician?” Peter could barely control his smile.

Trixie crossed her arms and then turned her nose up at peter. “I know when your mocking me Parker and I do not appreciate it.”

“I’m sorry, please, tell me what I can do for you.”

“To make up for your rudenss, you shall help trixie with her homework as she has been so busy with her show that she has neglected her studies.”

“if all you needed was a study buddy then I can do that.”

“don’t get the wrong idea parker, I simply wish to make my already stellar grades as spectacular as I am… I simply have too much to do to devote enough of it to study.”

Peter nodded his head. “right,”

Trixie then pressed her fingers together and whispered under her breath, “Plus good grades will look good to colleges in two years when Trixie applies.”

peter nodded his head. “what do you want to learn at college.”

“I want to study entertainment as my major and have a minor in business for when I must retire from the stage and take over my entertainment empire.”

“Big dreams, I respect that.”

Trixie lifted her head a cocky smile on her face. “Of course, the great and powerful Trixie will settle for nothing less then perfection.”

“Okay Trixie, I will help your study and if you need help with your magic act let me know.”

“Do you have abilities of the arcane?” Trixie raised an eyebrow.

“No but I make one heck of an assistant.” peter quipped. “So do you have magic users here?”

“We have eight right now and I must say they are below the standards trixie puts on true practitioners of the craft. Do you have any magicians in New York?”

“Well, we have a man calling himself the Sorcerer Supreme and he seems to be the best spell-caster in the world.”

“Ha! The great and powerful trixie will surpass this pretender with no effort. That I can guarantee.”

This girl is ready to take on the world and then some. She is just like Mr. Stark says is the model of what a successful student should be. Confident, sauve, and have dreams bigger then the ocean blue. Peter felt himself blush as Trixie reached out and handed him something.

“What’s this?” Peter held the item which was a rectangle.

“Chocolate a thank you for your assistance earlier.”

“Don’t mention it Trixie.” peter unwrapped te candy then heard a growl. Turning his head peter saw trixie holding her stomach.

Peter handed out the chocolate. “want half?”

Trixie pouted “it’s yours, I would be a poor showman if I took away the rewards of my underlings.”

“So I am your underling now?” he smirked.

“Don’t make it weird.” Trixie groaned covering her face with her hair once again.

The students shuffled out of the bus en masse. Gathering in a line with peter working his way out to the front.

Principal Celestia stood in front with the vice principal beside her. The students talked amongst themselves and a few minutes later a woman in a lab coat and a pair of glasses with a crystal ball pin on her collar.

“Students! This is Doctor Beck and she will be your tour guide.” The principal introduced the doctor then adjusted her glasses, flashing a cocky grin.

“hello students! Are you all ready to witness the magically world of super science!” she exclaimed lifting her arms in air with an yell.

The students looked at her bewildered with dull looks.

The doctor slumped forward with a groan. “I really thought I had them in the palm of my hand.” she then flicked her wrist summoning sparks which shot out of her sleeve and formed into a Chinese dragon dancing along the sparks.

The kids all cheered with a cries of joy.

Dr. Beck bowed down with vigor. “Thank you! Thank you! That is just the beginning of the wonders that await you on the tour.”

Trixie rolled her eyes “The great and powerful Trixie is not impressed.”

“Jealous?”

“Not in the slightest.” Trixie turned up her nose, stomping toward the lab.

Peter followed close behind and entered the lab looking around at the pristine white tiles and the images of great scientific accomplishments forever immortalized in portraits, the busts of the three generational heads of the hammer industries in marble with their normally blank demeanors.

Peter wished he had packed a camera for the trip but this was a spur of the moment thing.

“alright class, our first exhibit is our biological enhancement division,” Dr. Beck said leading the students to the a huge chamber with a pillar made of cybernetic technology in the center. The walls were lined with machinery and in the center near the pillar were several small exhibits.

“Now this class is the division where we try to find the cures for all human ailments by enhancing the body through modification,” she began, “now who can tell me what was hammer labs recent discovery in human advancement.”

Peter raised his hand.

“yes you, in the back.”

“You discovered that that X gen lies dormant in almost all Humans and that with a proper catalyst it can be awakened.”

“Bingo! I like this kid already!” she retorted shooting fingerguns at peter. “Class, what im about to show you next is the first set of our spiders that we are testing the effects of a machine that could awaken the x gen.”

Dr. Beck lead the class to the small exhibits.

“now inside these exhibits are thirteen spiders each given a varying dose of radiation which is the first step in their development.”

“Hey! One of thems missing!” The kid with the buck tooth exclaimed.

“What! I mean… whatever do you mean little angel child.” Dr.Becks cheerful tone turned frantic, tightly gripping her clipboard in one arm and fiddling with her pin.

“Yeah, see that exhibit in the middle… it’s empty.” the kid pointed.

Dr. Beck dashed toward the exhibit, scanning it for the spider.

“Alright students! Don’t panic, just watch where you step and be on the look out for a runaway spider, if you see it then let me or one of the scientists know… do not approach or you might die.”

the students all went into a frenzy running and screaming.

Peter could barely keep his footing with the bodies of the student constantly slamming against him. He then felt a sharp prick on his arm. Peters vision blurred and he felt sick as he fell face first onto the ground. The voices of his classmates and the scientists a dim illusion the last thing he saw was a dead spider a few feet from his head.

“I’m definitely getting fired for this one.” Dr. Becks voice sounded like a distorted mess as peter passed out.

Darn. Parker. Luck.

Whatever a spider can

Author's Note

AN:

alright here It is, chapter 4, we have gotten the first necessary plot point in the story of spidermans origins out of the way and now we only have two more the sad one and the defining one then bam we got out spiderman. Please comment if you enjoy and also to the guy who commented on my jeane the shy fanfic on fimfic before I took it down. Thank you, you gave me the kick in my pants that I needed… I was phoning it in because I thought I had to and gave a lack luster product so thank you for not only being honest but giving genuine constructive criticism and the writing guide on fimfiction is legit gold for new readers. I also would like to thank those who comment with their complaints and advice. Your words do not fall on deaf ears and thank you for commenting.

Whatever a spider can

Breathing in sharply, Peter Parker's mind whirling with visions both insane and nonsensical.

A hunger welling deep within him, a need to hunt for food and trap in a web. A longing to crawl on the wall and build a place to call home. He felt like he had stopped being human but instead converted to a bestial mockery of his former self.

The boys eyes opened slowly, his pupils focusing on the white tiles overhead. The room illuminated by an overhead lamp fixture and the smell of clean antiseptic filled his senses.

Once the boy vision became clear he noticed something off.

He wasn't wearing his glasses yet he could see perfectly. Peter had always wore glasses since he was three years old.

The boy inhaled deeply feeling the plastic noseguard connecting him to the oxygen tank. The boy shot upward his back straightened on the bed. The room had a single hospital bed and a chair next to it. A doctors cabinet and inspirational posters the only form of adornment.

The boy tried to speak but felt his stomach rumble. He Reflexively placed his hand to his mouth , feeling bile come up from his guts. Looking around, he grabbed a trash bin next to his bed and released into it.

Peter wiped his mouth and let the feeling of nausea pass.

The door to the office opened and peter turned his head upward to see a woman in a nurses outfit come in with a bed pan.

"Oh you're awake, I'll inform the doctor," she replied, placing the bed pan on the cabinet then darting out of the room to grab a doctor.

The boy shook his head as his stomach didn't Seattle even after his retching and his head ached like it had been struck by a ton of bricks. A dryness hit the boys mouth, his tongue like sandpaper and the thought of ingesting anything made his stomach act up once again.

The doctor entered the room, clipboard in hand with a pair of glasses on his face. He furrowed his brow looking on the note.

"Mr. Parker, I Am Doctor Gray," he introduced himself then placed his clipboard on the cabinet next to the bed pan. "my boy, may I ask how you are feeling?"

Peter's head hurt more when the doctor started talking. "My head hurts, my mouth is dry, and my stomach feels like it's been turned inside out."

The doctor hummed, scratching his chin and clicking his tongue. "Well that sounds normal reaction. I believe that you are just suffering the final effects of your unique sickness."

"What's wrong with me Doc," Peter rubbed his temples with his whole hand on his forehead.

"The good news my boy is that you see to be at the end of your illness. Judging from your vitals in the last three days you have made almost a full recovery."

"Three days? I've been asleep for three days?"

"I'm afraid so, it was rough when you were brought to us. Thought we might lose you after the first hour but thanks to some last minute intervention by the Hammer Lab scientists we were able to save you. You are very blessed for them to assist you."

Peter groaned lying back down on the bed which felt like a lump and the smell just now hit peter like a ton of bricks and felt more intense then he thought any smell could ever be."Oh god, will I be okay doc."

"Better then okay my boy, I think that spider bite might be a rare instance of benigh radiation, like cemo."

"What do you mean, doc?"

"I mean, that studies from Hammer Labs have shown that your eyesight has reached a perfect twenty-twenty percentage, add to that your metabolism has quickened and stabilized to the point where you can intake and convert food into energy much more efficiently. I say that the spider might be the basis for human evolution."

Like a weight lifted off his shoulder, peter tension eased. He didn't care that the bite knocked him out and messed with his biology as long as he was safe and didn't have to make uncle ben and aunt may go through his funeral and subsequent costs, he would take any spider bite over that.

"Your aunt and uncle are waiting in the lobby now, I shall fetch them for you and then get the nasty business of paper work for your release out of the way. With any luck my boy you will be back home in time for supper."

Peter felt his stomach growl aggressively at the mention of food.

A few minutes later uncle Ben and aunt May entered the doctors office. They had worried looks on their faces which immediately eased when they saw peter drinking on a small bottle of Gatorade.

"Peter! My baby! Oh, are you okay? Let me see you? Where are your glasses?" Aunt May cooed over peter going as far as to kiss his forehead and pull him to her chest like a mother hen.

"May, stop babying the boy. He just survived a mutant spider bite. He aint no baby, he's a super man." Ben had the same easy going smile on his face that he always wore but anyone who looked closely enough could tell that a huge weight had been lifted from his shoulder when he got the news.

"Misses Parker you will be happy to know that the bills have been settled by the Hammer Labs accounts and that your settlement check has arrived along with the paperwork that you need to sign."

Aunt May flared his nostrils. "I can't believe you Ben. You're just gonna profit off your nephew's suffering. Those people need to be brought to justice."

"May, Hammer labs is second only to stark industries in the tech race and they have a hundred times more money then us. If we tried to sue them that would only make matters worse. Their settlement was more then generous and it will help Peter along the way."

"Settlement?"

"Due to your accident Petey, Hammer labs signed a huge check for us to cash in exchange for a waiver to release them from responsibility for it and an NDA to not talk about it. I took the deal."

"Does that mean, we don't have to worry about money anymore."

Ben rubbed the back of his neck, biting his lower lip. "Not exactly Petey."

"What do you mean uncle ben."

"I mean, we are putting the lions share of the money into a college fund for you… and thus it gives us enough time to live the life we do now for another couple months without fear of going bankrupt and enough time to find a job for myself."

"Ah Geez Uncle Ben, you don't have to do that," Peter thought of all the things that money could do for his aunt and uncle.

"pheesh, Petey, we'll be fine and besides you may be a smart cookie but having a little extra scratch for college won't hurt, trust me I was an entertainment major and god that debt haunted me for most of my life." The man visibly shivered.

Peter chuckled then thought about what was said.

"At the very least take half and use it to make You and Mays lives easier."

Ben lifted his hand and lightly shook his head. "Petey, how's about you let me worry about May and the house while you worry about studying and becoming a rocket scientist then you can pay me back."

"Don't tell him that. He already feels guilty." Aunt may slapped bens arm, crossing her own as she shook her head.

"I guess your right."

"Well I can tell you are a happy and loving family. Alright, I am ordering three days of bedrest for young peter and I will have the nurse write a doctors note for the ays missed."

"What day is it?," Peter asked, checking the clock to see it was half past dinner time. His stomach had settled a little too quickly for his liking.

"Thursday, looks like you got a three day weekend coming. I would kill for those back in my high school day."

Aunt May Slapped uncle Ben's head. "Don't joke about our nephews illness like that."

Uncle ben rubbed his temple and then walked up to peter and whispered, "Listen one of girls peter, they're always right and chances are you're gonna say something that offends them. Learn that and they'll be like puddy in your hands."

"I heard that you old goat."

"Sorry dear." Ben couldn't help but joke. "Let's go home and get something to eat."

Peter nodded his head and thought how he was lucky to have no permanent sideeffects.

Peter figited in his chair at the dinner table. Breakfast was long gone but he couldn't help but look around frantically. Something didn't feel right in his head and he couldn't tell what.

It's probably just an aftereffect of the bite, peter knew that his body would need time to heal but he couldn't just go back to sleep with his mind racing like a marathon.

Peter decided to take a walk around the house. He left the dinning room to see his aunt walking down with a small box.

"Oh Peter, look what I found this box has all the family Albums, i'm sure I can find a few of your baby pictures. You were so cute."

Peter felt his head pound and the world around him slowed to a crawl. Am I having a stroke?

The boys eyes landed on a step, one he'd been told not to step on if he carried anything heavy as it was tricky. Boy looked at his aunt as she was headed straight for it.

Aunt May did step on it and fell toward peter. In a split second peter grabbed his aunt carrying him in his arms like a bride, the box flew overhead and with a backflip peter positioned himself below the box, letting it land on his aunts stomach.

What… was that? Peter just reacted without thinking and he did acrobatics right out of a Olympic level event.

"Wow, thanks peter. That would have been bad. I guess I'll have to watch my step from here on out."

The boy put his aunt back on her two feet. The box in her arms. Then looked toward his room.

"Excuse me aunt may, I need to get some rest." Peter said in a half hearted way, he made his way up the step.

"Okay, get plenty of bed rest. It's what the doctor ordered," Aunt May called from below the steps.

Peter nearly slammed the door behind him and locked it. The boy's room was neat like before and he dashed to go grab a small hand sized ball from his desk drawer. He then thought about how he was gonna test these abilities.

When aunt may was in danger I felt a pounding in my head and a tingle. The boy threw the ball against the wall and angled it to bounce back and hit him. The ball shot forward then back with incredible speed and peter ducked as a desklamp unfortunately met the ball head-on and smashed.

No tingle, which I presume to mean that it only reacts to outsider danger. Peter scratched his chin.

The boy opened a window. I need some air.

He looked over to the neighbors house to see a familiar blue-skinned girl with white hair wearing a magicians outfit walk out of the front door. Peter looked down and smiled warmly.

I didn't know that Trixie lived next door. The boy leaned out against the window letting the warm air hit him and soothe his still aching joints. She really is beautiful.

The boy turned around and then slipped, he backed up without control flailing his arms as he fell out of the window. He fell headfirst and in a quick motion reached for a hand hold to stop the fall. He felt his hand touch wall and his fall stopped completely.

What? He thought as he felt his hands stick to the wall. He down to see he was over the window in the living room. He pressed his other hand to the wall and his feet as well then climbed upward until he reached his window,

The boy reentered his window, stretching his fingers as he looked at himself in the mirror with amazement.

This is spectacular, incredible, Amazing! I need to field test this!, peter thought and decided to go into the city. I need a disguise.

The last thing Peter wanted was his aunt and uncle to see him with freak abilities on the morning news. The boy ran to his closest and looked for a disguise.

He found a few odd things. A red sweater and ski mask, blue tight pants and black running shoes.

This is more winter attire but it should cover my whole body. God i'm gonna burn up in this

Peter then stretched. I wonder, can I spin my own webs.

Peter took a running start and jumped out the window and reflexively he reached out his hand using middle and ring finger to press his wrists aiming them at the house next door.

No webs came out and peter fell face first into the neighbors trashcans.

Note to self, I can't make my own webs.

An Amazing debut

Author's Note

AN:

alright here it is my first full fight scene chapter. I hope you all enjoy it. I want to thank all my supporters and all my critics you guys make me motivated to write and better myself in the pursuit of writing. So please, allow me to show you the next chapter of the Spiderman of Canterlot High and before I forget shout out to maximus reborn because it was his spiderman in equastria girls that made me want to not only write this story but also write on fimfiction to begin with… you rock man and I hope to get to your level some day.

An Amazing debut

This is amazing. Peter let out a joyous yell as his feet left the ground once again. He levitated over the opening between the two rooftops for but a second, and he felt the world itself slow for him when he landed perfectly on the next roof, he let the momentum propel him forward picking up speed.

The boy used the adrenaline rush to jump up onto a connected building ascending to the top. Jumping high he made a grab for rain gutter, doing a handstand with a single arm lifting himself above the rooftop.

To show off the boy completed ten push ups with no effort then jumped in the air doing a one hundred eighty degree free fall in midair landing on his feet like a cat.

using his momentum Peter once again ran along the stone of the roof making his way to the next.

The boy didn't care that the heat drowned his body in sweat while wearing clothing that better fit dead winter.

I feel so alive! He internally screamed. You know what would make this better… webs! I wonder if I can work out a way to make my own.

The boy jumped to the next rooftop then ran toward the left where a billboard advertising Stark farms stood propelled by scaffolding. The boy leapt toward the billboard using his heightened reflexes to grab the billboards face as he soared past then used the momentum to swing onto its face feet first.

Peter ran across the billboard feeling the hot metal through his running shoes then leapt to the next rooftop with a yell.

Peter perched himself on a tall rooftop overlooking the economic center of the city. The boy allowed himself a moment to catch his breath, reaching under the ski mask mask and wiping his brow.

The boy Lifted his mask halfway allowing his mouth to take in fresh air and letting the cool air blowing in from the coming autumn to ease his burning flesh.

This mask is gonna be drenched, i'll need to wash this outfit by itself.

"Parker, you have just won the jackpot," He said chuckling to himself.

Just last week I was moving boxes into our new house and now i'm jumping over rooftops and running on billboards. The boy scratched his chin as a new idea came to the forefront, But how am I gonna turn these gifts into something that can help aunt May and Uncle Ben.

Peter wanted to use these gifts to make his families lives better. But how? He could be an athlete but that would require him to take drug tests and he didn't know if what that spider did to him would register as an illegal substance. Besides that, he didn't like the idea of cheating through what were basically super powers.

Come on Parker, think… how can I turn spider powers into profit?

A soft bell's ring from the streets below caught the boys attention. Lowering his gaze the boy saw a blue skinned beauty in the form of Trixie, lugging a huge trunk on her back.

Peter felt his cheeks warm and his breathing grow shallow. He didn't fully understand it but he knew that at some point in recent history he had attained a crush on Trixie. Peter didn't what drew him to the arrogant magician but he knew that when he talked with her he felt like he could do anything and maybe her confidence is so potent that it rubs off on him when he is near her.

She's kinda like Gwen. God, when that girl was the in the right she would tell ya about it whether you liked it or not.

A Blinding glare caught Peter's eye and the tingle forewarned him of imminent danger. The boy scanned the streets below and his gaze locked onto see two men in white sleeveless shirts with black jackets overthem. There brown pants bulged more then usual and he could see gun holsters hidden by their jackets.

I don't like the look of this. I better tail these guy.Peter stuck himself to the wall, crawling slowly behind the guys. Once he reached the edge of a building he waited for them to move a little more then leapt to the next wall. He did so a couple more times even using a building to hide when they turned a corner.

He knew those guys were tailing Trixie and little by little they etched closer to the Blue magician.

The lead thug rushed Trixie, grabbing her from behind. Before she had a chance to scream he clasped his hand over her mouth then pulled her into the alleyway nearby.

Peter wasted no time, crawling with a purpose to the alleyway. He thought of what these guys intended for Trixie and he didn't like what he could come up with.

Peter crawled overhead of the thugs using the light shade of the alleyway to hide himself.

Trixie struggling against the thugs grip and she seemed to be gaining ground. Biting into the thugs hand drawing a few beads of blood. While the other guy lied down near the entrance of the alley in the fetal position holding his groin and groaning.

"Let me go you Ruffians! I am the great and powerful Trixie!" Her protest muffled by the man holding her mouth shut.

The thug twisted Trixies arm forcing her to cry out.

"Oh god, I think one of them popped… that bitch hit me right in the balls." the thug on the ground said, forcing himself to stand on one knee before reaching into his jacket, "I'm gonna kill her! Hold that mouthy runt still."

Peter jumped overhead, His shadow enveloping the thug, catching his attention, then landed next to the aggressor.

"What the–"

Peter rabbit punched the thug in the face launching him like a lawn dart into the wall behind him crashing into it and spraying small amounts of brick over the ground as the thug landed face first into the ground.

"Oops, guess I can add super strength to the list of abilities that I have. Sorry!" Peter clenched his fists and made a mental note to control his strength during this fight, he doesn't want to kill anyone.

The thug picked himself up, his nose noticably broken and his eyes bloodshot. He clenched his fists then took a fighters stance, locking his eyes on peter, and let out a roar.

the man charged Peter swinging with all his might at the agile teen.

Peter ducked the blow effortless, a prewarning from his danger sense an unneeded precaution. He did the same to the next three attempts from the thug as they came in rapid succession.

"At this point I feel kinda bad for ya pal. First you get hit in the nads, then i punched you into a wall, and you can't even hit me back because you're too slow and angry. But really, who would want to hit me, I'm adorable."

"Shut up freak!" The thug spat taking in more air, sweat beads rolling down along his brow, and his breathing growing shallow. He overextended himself into his next punch making it easy for Peter to sidestep him and proceed to make a leg sweep knocking the thug back on the ground.

"Wow, you've been on the ground a lot today. Have you considereda summer home, I hear they have great deals in that location?"

The danger sense flared alerting Peter to greater danger.

Jumping onto the the wall behind him. Peter watched the spot he was initially standing blow up like a grenade it scattering brick and stone in a geyser of destruction.

"How'd you dodge that? Are you one of those super freaks!?" The thug holding Trixie exclaimed the barrel of his gun burning red and smoke coming from both the chamber and nosil.

"Oh i'm the freak? And you guys are the prize winning team of common crooks, famous for grabbing random high school girls and pulling them into shady alleyways. Totally not freaky at all if you think about it."

The thug whiped the gun upward then prepared to pull the trigger.

Peter flipped barely missing the bullet as it hit the wall and like before, caused a huge hole in the wall that smoked like a meteor crater.

Peter whistled through his labored breaths. "Talk about firepower, where do you guys shop… An army base?"

"Shut it!" The thug punched the ground, forced himself back up quickly, yelled at the boy, charging like bull.

Peter leapt in air, raised his leg upward, and with a downward scything motion he ax kicked the thug knocking them out, then tumbled over him and did a three point landing.

"Stop right there freak!" the thug behind Peter yelled.

Peter held his hands up shaking his head.

"Look Pal, I just took out your partner with no effort what do you got that makes you think you'll fare better."

"A hostage," The thug barked at Peter.

"Oh crap that's right." Peter saw the fear in trixie's eyes, the fight in her gone at the sight of the hand cannon.

"Woah, woah, Let's talk about this. Let the girl go."

"No dice freak! You attacked me and my man. We were just trying to get an easy score and now you've made it personal. You're kind isn't even supposed to be here. Don't you know what happens to super freaks like you when you enter vulture turf?"

"We get cake and ice cream?" Peter quipped, his eyes scanning the area around him, looking for an opening. But all he could find was the chunks of broken brick from the gun.

"Dead wrong! They get gutted by our boss. Now I have to kill you and this girl."

"You don't have to do this. Let her go and walk away."

"Sorry kid can't do that. If the boss finds out I let you walk free he'd bury me right next to you." the man used pull back the hammer then pressed the gun to Trixie's temple as the girl closed her eyes trmbling in his grasp. "Get on the ground or I swear I'll blow her brains out right here in front of you."

A thought ran through peters head. I could get away.

The thug had failed to hit him with his gun twice now. Peter could flee and not look back.

"Please, help me." Trixie sobbed, whimpering in the thugs grasp.

That's not what a man does though. Peter remembered what his uncle said about men with alias. Peter was wearing a mask and using powers to do as he pleases… he was a coward… he won't be a coward anymore.

Peter slowly went to his knees. "Buddy, please, let the girl go… no one will believe her if she walks away."

The thug aimed his gun at Peter" Yeah right freak, after all the trouble both of you caused… neither of you is going home tonight."

"The great and powerful Trixie is too young to die!" Trixie screamed, flailing the thugs arms.

Peter saw his chance between the thugs concentration shifting to the panicking girl in his arms and the boy finding a huge chunk of debris.

The boy made a runners sprint to the chunk scooping it up in one hand.

Time once again slowed as peter hung in the air readying to throw the debris like a baseball at the thugs head.

"Fucking. Freak." The thug spoke like he was trapped in molasses. Firing a shot.

Peter could see the smoke leave the chamber, the gun go from cold steel to hot iron, and the bullet heading his way.

The bullet grazed peters shirt and he could feel the heat through it.

Time resumed it pace as peter threw the rock hitting the thug in the skull knocking him back and the explosion of the bullet behind peter.

His danger sense warned the young lad and he jumped forward grabbing onto Trixie, letting his body be her shield. As the heat of the explosive wave came over his body.

The boy breathed frantically and the girl beneath him latched both her arms over him clinging to the boy for dear life.

"Are you okay miss?" Peter asked, meeting Trixie's beautiful eyes.

Trixie's cheeks turned bright blue when her eyes meet Peters. "The great and powerful Trixie doesn't know."

Peter straightened himself and then placed Trixie on her feet.

The girl bow-legged tried to walk toward her discarded trunk but tripped over herself.

Peter caught her then lifted her up.

"I guess you've really fallen for me."

Trixie chuckled nervously, playing with her hair.

"I didn't mean it like that… i'm so weird."

"No, the great and powerful Trixie does love a man who can make jokes." She then raised an eyebrow. "Do I know you? Trixie, thinks that you seem familiar."

Peter waved his hands and shook his hand. "Nope, I'm fresh off the boat, well bus because their isn't a port in town but you know what I mean."

"Anyway, The great and powerful Trixie must get back to her house with her equipment. She hopes that those brutes didn't damage any of her tools."

"What's in the trunk? Is it a body?"

Trixie's lips curved into a smile as she hide her giggle with her hand. "No, these are the tools of the magician trade. The latest additions from the greatest showman in all of the earth."

"Wow, you are really devoted to your career."

Trixie's stance steadied, holding her hand to her chest and a cocky grin on her face. "Why of course, one doesn't become as great and powerful as I am without taking the time for the due Diligence of practice."

Peter followed behind her and the picked up the chest with one hand.

"You are quite strong, have you thought of being a magicians assistant?," Trixie scratched her chin while following peter.

"i'm currently between jobs right now." Peter placed the trunk down and then thought of something. "Lift from the handles right here and use your legs then you won't have as much of a problem carrying it."

"The great and powerful Trixie will not forget what you have done for her, strange spider boy… what should Trixie know you as."

"Me? I'm just your friendly neighborhood spider-man." the boy then jogged off.

Trixie waved at him "Thank you Spider-man!"

Peter leapt onto a wall then reached the top and returned to his routine of running along rooftops. His heart beat faster in his chest.

Oh god, I almost died there. He was so close to death that they were practically neighbors for a second.

I can't be that sloppy in the future. Peter then realized something. What if I became a super hero, like iron man. He's rich.

Peter shook his head. He is also the son of a billionaire, parker, have to think of something else.

I think if i'm gonna be doing anything i'll need webs, maybe I can make a chemical balance that would simulate spidersilk and harden it. Peter took a break, leaning over to breath. But that would require a fair bit of change.

"Crusher Hogan open challenge! Anyone who thinks they are man enough can fight the champ for the 10,000 grand prize and a contract with the World Fighting Alliance." A man in a pinstriped suit barked at the passers by below.

10 Grand and contract with the WFA? Who could pass that up. Peter had never been a fan of wrestling unlike his uncle ben but he knew that those guys were celebrities and were paid handsomely for their job. Okay, wrestling is fake right? So all I have to do is win one match and then it isn't really cheating because I would just be acting… and aunt May and uncle Ben would be able to sleep comfortably.

Peter cracked his knuckles then furrowed his brow. Let's get ready to rumble, hogan.

With Great Power

Author's Note

AN:

Here it is everyone part 1 of the finale for Spidermans origins before he gets into hero stuff. We all know what is to come and I have one question for all of you… how do you feel about my version of uncle Ben. One of commented and I appreciate that but im genuinely curious because I tried to write him in a unique way because I based this version of spiderman on all my favorite parts of each spiderman series into a frankenstein kinda story. So uncle Ben would be the counterpart to hot may from the MCU movies and I wanted him to have some jovial and childish behaviors. So let me know in the comments.

With Great Power

Night had overtaken the city of Canterlot, the brightness coming from out of the neighboring building windows and the street lights hanging over head the only illumination for the night. The moon full and white hanging over a starless sky.

A beat up car drove through the streets light jazz music playing through the stereo.

Peter sat in the passenger side his left leg in his lap, his arm outside the open window, and the other on an armrest, tapping the edge with his finger.

Ben meanwhile tightly gripped the wheel of the car while humming along to the melody of the song.

The quiet of the night mixed with the empty streets invoked a feeling of stillness in the two men and a somberness overtook both of them.

"Petey, did you hear what happened yesterday?" Ben asked, his eyes not leaving the headlight illuminated road.

Peter perked up his head, turning to uncle Ben who wore a a small frown on his face. "No uncle Ben, what happened?"

Ben shook his head. "The Lulamoons daughter was attacked, in broad daylight."

Peter swallowed a lump in his throat. "Oh god, is she okay," His acting could use work if he was gonna be a wrestler. Peter fully suspected uncle Ben to detect his lie but the mans face didn't change and his vision never left the road in front of them.

"Petey, she's fine. Thank god, a random citizen dressed in all red and blue saved her life. I guess I was wrong about people in masks." Ben voice broke in the middle of his senteance.

The car slowed until eventually uncle Ben pulled onto the side then leaned his head on the wheel.

"Uncle Ben? What's wrong?"

The older man took in a sharp breath, staying still. The man let out a choking sob, gasping between sob.

"Uncle Ben!" Peter yelled, reaching for his uncle.

Ben lifted his head then looked at Peter. His eyes weary worn, his face wet with his tears. "Peter, did I ever tell you how your parents died?"

Peter shook his head, "You always said that you'd tell me when I was older."

Ben forced a smile. "Well your old enough now. I just hope that I am ready."

Peter gulped and felt his heart go faster.

"Your parents, were scientists, good people, wanted to save the world one problem at a time. They found work under Hammer Labs and in exchange for funding would assist in projects that the Labs couldn't handle on their own." Ben shook his head. "One day, they gave you to me when you were but a year old and said they would be going away on a confidential mission for the labs and that I was take care of you."

Ben stayed silent, letting the wieght of what he was about to say wave over him,"Peter, they died on that mission."

"How did they die? What killed them?"

"They killed themselves," Ben took on a dark low growl as he said it. "They could've survived, they would've and do you know what killed them Peter?"

Peter shook his head, his face breaking up as his uncle looked to be in pain.

"They were too good to let others die. If they had run with the main escape group then they would still be here to this day but instead they ran back into the lab bringing any and everyone who couldn't get away be they scientist or child. They let their damn morals kill them… and I can't blame them. Parkers are notorious for invovling themselves in business not their own and paying for it as well."

"Uncle Ben, it sounds like my parents were heroes… if only they had powers."

Quicker then Peter could see Ben placed a hand on his shoulder then looked Peter in the eyes.

"Petey, Powers don't make you a hero."

Ben turned the key on the car and as the engine began to start the man wiped his eyes free of tears. "I know its uncouth for a man to cry in front of other men but Peter… you needed to know, your mom and dad were heroes just like that young man who Saved the Lulamoon girl. It was that boy that reminded me of your mom and dad. You know what he and your parents have in common?"

"No uncle Ben, I don't" Peter whispered, a guilt fueled weight lowering his mood as he realized that he has gotten into the habit of lying too easily.

"A man Petey, is bound by a desire for personal comfort. All things that he does is in the pursuit of that comfort… and it is selfish but also human nature. A hero is someone who puts aside their base pursuit of comfort in favor of helping the rest of their fellow men achieve it. When someone gains power of any kind they must decide whether they want to be a man who acts in their own interest or a hero who takes responsibility for those who can't help themselves?"

"That's beautiful uncle Ben."

"you're grandpa told me that one on the day me and your father went to college. I personally think it could use some paraphrasing but for the life of me I can't bring myself to do it. It is told to every generation of parker men and women, if it wasn't so damn long then it could be considered out motto."

The car drove off riding toward the library. "Peter, I want you to choose to be a hero. You are smart and can help folks when your older but that is up to you to decide."

"I don't think I can make more of a difference then anyone else."

"Hey! Don't undercut yourself. You're just like your father in that regard. What is it with you boy genius types and being so self depreciating."

"Uncle Ben..."Peter began looking out the window.

"Yes little Einstein?"

Peter's lips curved into a smile. "I want to save people like my mom and dad did."

"They'd be proud to hear you say that. They'd be proud of the man you are and the man i'm sure you'll become in the future."

The car stopped in front of huge building with a sign out front that read Canterlot city library and a smaller sign underneath the read open 24/7

"Now go out and enjoy your study date champ."

Raising an eyebrow, Peter watched his uncle grow a smug grin on his face, "what?"

"Petey, you don't have to explain anything to me, but c'mon, it's late, you're going to a library, and you don't want me or your aunt there… it's a date."

"Uncle Ben! That's not what i'm doing!" Peter protested.

Ben raised his hand and chuckled "of course not Petey, just be sure to not go too far. Your a still a kid afterall."

Slack jawed Peter reached for the door. "Okay, i'm leaving."

Peter stepped out of the car, closing the door behind him. The boy then walked up to the library when he heard a car horn blare behind him.

"Have a nice date Petey, make your uncle proud… love ya!" Ben called from the open window.

Peter's lips slowly curved to a smile. The boy turned around and flashed his grin to his uncle and said, "Love you too Uncle Ben, see you in three hours."

Ben had the same smile but Peter noticed that he wore a frown once again as he drove off.

I Wonder if he knows that i'm lying, Peter thought, of course he does. I'll have to tell him about the powers when I get back. Hopefully having ten grand will soften the blow of my deception.

Peter then ran toward the library going around the building until he was concealed behind it. He grabbed his flashlight from his backpack, clicked it on, and then looked through his back pack. He grabbed his red ski mask and blue pants but this time he had a white t shirt with a giant black spider emblazoned in the center of it.

Time for spiderman to make his debut, god that is such a dumb name. Peter thought undressing behind the library.

Once his costume was put on Peter grabbed the finishing touches. He pulled out to small appartuses that were meant to be placed on the wrists with a button that would be in the palm and a small cartridge holder with white fluid container already slotted in.

Took me a couple hours of dumpster diving but I finally made a prototype webshooter. Peter fastened the shooter to his wrists and then shot a test web up. With a thwimp his web shot up to the top the library.

Peter pulled at the web with his strength and it did not come undone. With a whistle Peter nodded his head. Parker you've outdone yourself.

The boy had worked diligently on his device and spent most of his free time on them. Now all I need to do is find an easy way to get more web fluid. Because stealing from the chemistry lab at school isn't gonna be stable for long.

The boy knew that stealing was wrong but he hoped to be able to pay them back. Maybe a donation from his contract fees.

Okay, enough worrying, it's time to get my game face on. Peter ran up the wall of the library feeling the cool air through his ski mask.

Time to swing! The boy jumped from the top of the library roof and then extended his hand using his middle and ring finger to hit the button and shoot the web at the flag pole and like last time the web connected and Peter rode the strand and then jumped away from it. He then used his other web shooter to shoot a nearby building.

This is amazing! It's like i'm flying high in the sky. Peter thought as he swung into the city. Look out world, the amazing spiderman is about to make his debut.

"What do you mean I can't wrestle without an I.D.!?," Peter exclaimed slamming his fists down on the table with a thoom.

The manager sat in his cheer dressed in a white and black suit while looking at a piece of paper. "Look, buddy, it's company rules. I can't let anyone fight in our ring unless they have an I.D. and are over the age of 18 so no I.D. no fight."

"But I came all the way here!" Peter raised his voice and it echoed over the cheering crowd in the stadium below.

"I missed the part where that's my problem." the manager shook his head "Now, unless you want to buy a ticket, get out of my sight."

Peter stormed off, slamming the door behind him.

Stupid manager, the boy kicked a small series of lockboxed leaving a dent in the metal stands.

"Damn it!" he screamed.

The elevator door opened to reveal a man in a black trenchcoat, brown pants, black undershirt, and a black beanie. He had a scraggly beard and a mean look on his face.

He walked past Peter and the boy felt his tingle go off.

What's that guy's deal? Peter felt an intuitive need to stay for but a moment more. His eyes locked on the man as he entered the promoters office.

A gun shot followed by an explosion broke the boy from his train of thought as the door to the office shattered into shards of glass pooling on the ground. Rushing out of the opening was the scraggly man carrying a huge sack and wielding his gun which like the ones that the thugs that assaulted Trixie used.

The man barreled toward Peter and the boy noticed the manager picking himself up and the boy's ears slightly rung from the boom of the gun. The manager mouthed something that Peter couldn't hear over the sound of the alarm starting to blare.

He could however read lips and the words said were "stop him."

Peter responded with a cocky smile as he allowed the man with the gun past him as the elevator dinged. The man entered then nodded his head at Peter.

"thanks," he mouthed as the door closed behind him.

Peter's hearing returned to normal just in time for the manager to run up to him and try to look intimidating even though Peter was slightly taller then him.

"what the heck was that? He just ran off with the prize money! You could've stopped him!" the man was red in the face and his eyes would have liked to shot out of his skull as they bulged out.

Smirking Peter turned his back to the manager then pressed the button to the elevator.

"where the heck are you going!? You gotta help me identify the thief for the police. Please, I didn't get a good look at him." The man practically begged filling Peter with a sick form of pride.

The elevator door opened and Peter turned his head to look at the man hwo had fallen to his knees.

"I missed the part where that's my problem." the boy replied, entering the elevator then pressing the button for the ground floor.

As the door closed Peter could see the despair in the man's face which for a second made the boy feel terrible for what he said but Peter fought that down if that man didn't want something like this to happen then he shouldn't have been a jerk.

The asshole got what was coming to him, Peter justified to himself but couldn't get rid of the pit in his stomach like he had done the worse thing in his life… because he had. He let a dangerous criminal rob someone and did nothing to stop their escape even though he had the power to stop them.

What would Ben think? That thought alone took all the wind from Peter's sails and he exited the elevator at the bottom floor. Deciding to walk back to the library, his mood soured by the events of today and the in-action that allowed a criminal to get away with his crime.

Peter had changed his clothes once he was out of sight of the arena. The boy jogged to the library if he was lucky he'd make it just in time for uncle Ben to arrive.

The boy couldn't shake the feeling that he had done something terrible. Sure that guy was a dick but he didn't deserve to get robbed.

Peter could see his breath in the cold night as he reached the library parking light and saw a crowd of people, some with their phones out surrounding the flashing lights of police cars an ambulance.

Peter froze then gulped. Dropping his backpack, sprinting toward the crowd with reckless abandon. The boy reached the crowd and thought to push through until he reached the front of it and saw police tape and his eyes widened.

A little boys cries echoed in Peter's ear the boy cried to his mother whom held him in a comforting hold.

A hole in the center of the closed off area with an old man next to it.

No, no, no. Peter leapt over the police line then ran toward the body. One of the police tried to get in his way but Peter sidestepped him and then slid toward the body. The body of his uncle Ben.

"Uncle Ben!" He yelled rolling his uncle over. The man's brown windbreaker was caked in blood and his shirt was the same. The man's eyes had a glassy sheen as he breathed slowly.

"Peter… Peter."

"it's me uncle Ben. I'm so sorry."

"Peter… Peter?" Ben coughed off blood onto Peters jacket.

The boy choked back tears as he looked down at his Dying uncle, the man who raised him.

"Peter… tell may… tell her… i'm sorry." Ben sighed then fell limp in Peters arms.

The boy cried out in anguish, his screams echoing throughout the night filled streets.

Comes Great Responsibility

Author's Note

AN:

I want to thank you all for reading this story even those who don't feel like leaving a review I just appreciate the views. I want to thank all the people who have been supportive of me through both fanfiction and Fimfiction. You guys make me love doing this stuff and I would like to ask each of you to leave a comment/review if you want but don't feel obligated to. Anyway here is part 2 of the origin finale for spider man after this we will get into the super hero stuff for peter parker/spiderman.

Comes Great Responsibility

Silence… deafening Silence.

Peter saw the officers talk amongst themselves but all he could hear was silence. The wave of guilty overtook him time and again.

My uncle died in my arms… it's my fault. I should've been here. Instead I was off trying to make a quick buck while my uncle was killed by a common thug.

The boy held on tight to the foil blanket the officers gave him. The chill in the air bite into him like a nagging pain as he swallowed a lump in his throat.

An officer patted the boy's shoulder, clicking off his flashlight and taking a seat on the steps of the ambulance next to peter.

He spoke a few more words that peter couldn't hear before the felt his danger sense go ballistic. Peter's head pounded with the shockwaves warning him to the point of overstimulation. The boy couldn't take it.

"...Son… can you hear me!" the officers voice broke through and slowly the sounds of the world returned. The flashing lights of the police cars hit harder in the dark parking lot, the echo of police radio's asking for status reports in the distant.

"Son? Are you okay? Have you been drinking tonight?" the officer took a concerned tone.

Peter shook his head. "no, i'm sorry. This is a lot, just need to get my bearings."

"I completely understand, may I ask you some questions?"

peter nodded his head.

"How did you know the victim?"

A flash of anger showed when peter bared his teeth for just a second. His name was ben… his fucking name was ben!

Taking in a long breath Peter calmed.

"He was my uncle."

The tapping of pencil scratching on sketchpad snapped into peter's head. His senses picking up every motion of the pen and with each letter felt a piece of his heart die as they marked the death of the man whom loved him like a son.

The officer shifted uncomfortably next to Peter then cleared his throat loud enough for everyone to hear. "i'm sorry for your loss, mister parker."

"How did this happen?" tinged with obvious anger, Peter's hands shook and he swallowed another lump in his throat.

"we got a silent alarm from the arena. Apparently someone shot up the place and made off with 10 grand."

Peter froze, his whole body still.

"We tried to catch up to him but he had already gotten to the library where your uncle was along with a mother and her son going for a late night walk." the officer continued oblivious to the storm that brewed inside the boy next to him. "the robber tried to take the pair hostage but your uncle stopped him and then the bastard shot at him. Luckily we were tracking him and he had to flee but I can't help but wonder what would happen if someone got to that thug sooner."

Peter could hear it all again.

You could have stopped him. You just let him get away! The managers voice echoed in his head.

I miss the part where that's my problem, Peter felt his own words stab himself as he jumped up and screamed.

The officer shook his and also rose then put his notebook inside his vest pocket. The man placed a hand on the boys shoulder. "I understand how you feel. I've lost several friends to that damn vulture gang. Their guns can't be traced and that's assuming we can take out anyone using them. Each shot is like a grenade, tore several police cars apart."

Peter choked on his sobs the tears freely flowing down his face.

"Son, I want you to know. That thanks to your uncles bravery that woman and her child are safe and sound. He's a real hero and you should be proud of him." the officer then felt his radio.

"calling all units, calling. All units. Perpatrator cornered in the chemical factory near downtown, armed and dangerous requesting back up asap." the operator voice echoed loud enough for peter's ears to pick up.

"son I promise you we aren't gonna let the man who did this escape. Do you need a ride home?" the officer asked.

"No," Peter responded coldly.

The officer frowned then clicked his tongue. The man hustled to his police car, his fellow officers already ready to go.

In but a few moments the bright lights gave way to the singular street lamp and the sounds of the police entourage returned control to the silence. Peter looked back at the spot where his uncle died and the spot where the guns explosive round hit.

Those guns can take out squad cars. Tightening his fists peter threw the blanket down then grabbed his backpack.

Damn vulture gang, the police mans voice echoed in his ears.

The thought of uncle ben lying down on the ground flashed in peters mind as he opened the bag and donned his ski mask.

Tell may i'm sorry. Ben's blood called for vengeance and spiderman would enact it.

Peter fastened his web slingers.

A man uses whatever he can in pursuit for personal comfort. Ben's words filled peter with doubt. Was he doing this for the right reason? Is he letting the anger take control? Is this what ben would want?

No, this is what I want! He assured himself finishing the final touches of his costume. Peter shot his web at the street lamp and swung full force.

He rushed through the air with reckless abandon. He knew where the man who killed his uncle Ben was and he knew he was cornered.

Like a bug in a web, waiting for the spider to take what it desires. The cold monologue in his head peter shot through going past the police caravan overhead and outpacing them.

He didn't see the many officers point up at him like he was a flying demon. An executioner of justice that god himself would not be able to do.

The boy wouldn't have cared for all he could see was the need for revenge and he would have it.

The boys mind flashed all the memories of him and his uncle ben.

When they went fly fishing and Peter caught a big trout.

Good job petey.

Another strand of web shot out of anger.

Wow, you did all this schoolwork by yourself and you got straight a's on your report card. You're a chip off the old parker block.

Petey, look over there isn't your aunt beautiful, her friend in the sundress ain't too bad looking either.

I want you to be a man who is better then me Petey and I know you can be.

Your parents would be proud to hear you say that.

I love you peter.

I love too uncle ben, see you in three hours.

Peter shot well past the police officers he had reached the factory in a haze of memories, his mask wet from his sobbing as he stood overhead from the building next to it.

Peter saw the officers in the front of the building and those at the back waiting to breach. The boy angled his vision and saw the man hiding in the shadows moving with the darkness.

There you are you son of a bitch. Peter thought aiming his web shooter only for it to let out a hiss.

Empty. Doesn't matter… I will bring you down you bastard. Peter leapt between the rooftops and his feet scraped the roof of the factory, he slipped and almost fell down but the boy grabbed onto the wall just in time and continued to scale the walls, heading toward the nearest window, blissfully unaware of the bricks crashing down below, nearly hitting a couple officers whom patrolled the area around the factory.

Entering the warehouse window Peter climbed the walls overhead of the main production line. The entire building enraptured in darkness and the only sound being the stammering of a criminal cornered.

"Damn it, I knew that score was a hoax." his teeth chittered and Peter could see even in the shadow that his hands were shaking.

He snuck overhead, using his heightened position and the shadows to conceal him as he crept closer.

"Vulture's gonna tear me apart when he finds out. Why did I let louis convince me to do this without his approval?"

"The vulture's the least of your problems buddy." Peter's voice called from above the rafters.

The thug jumped aiming his gun upwards.

Leaping down and letting the momentum carry his punch peter strike the thugs hand with a satisfying snap.

"My hand!" he screamed, back pedaled.

Peter leapt doing a circle in the air and using his legs to knock the thug down.

"Oh god, please, please don't kill me."

Patience wearing thin, Peter aimed another punch at the man whom fell on his back with a groan.

"That old man you murdered! Did he beg for mercy!" Peter yelled ready to strike a finishing blow.

"Wait, I know what you are. Your a super hero… that means you don't kill… please take me to jail… be. a. Hero." the man choked on what peter assumed was his blood.

Super powers don't make you a hero. Ben's voice echoed in Peter's head.

Be a hero peter, like your parents. Peter backed away from the man below him and then dashed off jumping onto the wall.

"CCPD! Get down!" Peter heard the cops yell behind him though he knew they didn't see him as he exited the window.

Peter returned to the perch overlooking the chemical factory and watched as his uncle's murderer was brought to justice. Peter saw that man's arm bone protruded from where Peter had hit him.

The boy shook his head.

I. I almost killed someone. Peter thought. Never again. I was given these great powers and with them comes a responibility to use them for the betterment of others.

Peter watched them bring in the gun in a ziplock baggy.

Starting with taking down the man who supplied the guns to these street crooks.

Funeral of Ben Parker

Author's Note

AN:

alright everyone I have for you the last chapter of the first half of this arc. The first half was meant to be an origin story for Peter and now the second half will deal with Peter fighting the vulture. So please I know I ask this a lot but comment if you have something to say and I will write more motivated.

Funeral of Ben Parker

No rain fell on the day of Bens funeral.

Peter sat next to his crying aunt garbed in a black suit. He patted the griefing widows back never taking his eyes off the casket in front of him. In it lied Ben, his arms folded and his face frozen into a permanent sad look on his face.

How could I be so selfish. If I had caught that robber then uncle Ben would still be alive. The boy lowered his head and let the preachers sermon go in the background.

How am I gonna take down a gun runner who has evaded the law for the last three years. The boy didn't even know who the vulture actually was and even if he did how would he bring him in.

Peter felt a hand rest on his shoulder. "Trixie is sorry for your loss," Trixies voice whispered in his ear.

Peter whelped then turned to see Trixie seated behind him with a frown on her face.

The boy composed himself, clearing his throat."Trixie, what are you doing here?"

"Trixie is paying her respects to a man whom had helped her carry her stuff on more then one occasion and gave her advice when she needed it." she still spoke with that haughty tone but there was a tinge of hesitation.

"in that case, thank you for coming. There are more people here then I expected."

Peter looked around and saw the bleachers filled with the citizens of canterlot whom Ben had helped. He always did have a way of making friends wherever he went.

"The great and powerful Trixie does not forget those who help her." Trixie beamed but immediately frowned turning her gaze to Peter. "Are you doing okay, Peter?"

She spoke sweetly and Peter could feel the tears coming.

"I'm fine."

Trixie took her hand from Peter.

"The great and powerful Trixie would like to offer you assistance in any form when a need arises." She spoke in her high and mighty tone.

Peter couldn't help but smile. "you know, Trixie, you're the only person from school who came to this funeral and your the only one who chooses to interact with me… why are you so nice to me?"

Trixie taken aback, blushed. Choosing not to meet Peters eyes. "The great and powerful Trixie is not very well liked at school."

"Well, I like you." Peter replied, oblivious of the blue skinned girls flustered behavior.

"The great and powerful Trixie has noticed that you do not treat her with disdain nor do you act as If Trixie's claims are wrong. So she has decided to accept your offer of friendship and to make a counter offer."

"Im listening?"

"Be my assistant for magic shows." she whispered.

Peter nodded his head. "I accept."

"Thank you, I was worried you would be angry at Trixie for bringing this up at your uncles funeral."

Peter shook his head, "I could never be angry with you Trixie."

the two teens look into each others eyes both taking a blush. Their faces burning and their gaze mystified as they bore into each others souls.

"Ahem, Trixie must be off… it seems that the service is done and she must now work on your work schedule."

"Yeah," Peter's voice took on a dreamy timbre.

Trixie walked away with the rest of the procession. The boy felt his heart beat rapidly. Once Trixie was gone the boy got up and saw his aunt standing over the hole as the gravediggers piled dirt into it.

"I'm sorry Aunt May," Peter said, placing his hand on her shoulder.

The young woman had been crying a lot as her face was wet with tears and her mascara had run down her face.

"It's not your fault Peter, I know that Uncle Ben would have it no other way. If he could die helping someone else then he would be happy with that."

a man cleared his throat catching the attention of the pair of Parkers.

The man had a brown leather jacket a black band t shirt for a metal group called the talons, and black jeans. "Excuse me, my Name is Adrian tombs and I wanted to say I'm sorry for your loss."

His voice was gravelly yet he spoke with a slow and methodical tone.

"Did you know my husband?" Aunt May wiped her eyes.

"I didn't know him personally but I heard all about him from a friend. I don't know if you knew this but your husbands brother was my best friend."

"You knew Peters parents."

"I did, they saved my life in fact… it was the last thing they did before the accident. If it wasnt for the Parkers I wouldnt be here."

"Well, thank you for coming. How did you know the parkers?"

"I knew them through my work as a security officer in Hammerlabs. Old Bullet would always bring me lunch when I was working late." the man spoke in a far off tone and then turned his gaze to the hole in the ground, now filled. "He spoke highly of his brother and his son."

Adrian then turned to Peter.

"your Peter Parker, aren't you?" he asked pointing to the boy.

"I am?"

"Your taller then I remember. I'll be it that you were a baby when I last saw you. I hear that your the top of your class back in new york, i'd expect nothing less from ole bullets son." he quipped flashing a toothy grin.

"whose bullet?"

Adrian pause then snapped his fingers, "oh, that is the nickname I gave your dad. Back when he was working for Hammerlabs he would always bite the bullet for going against orders to promote safety and help people. If he wasn't so useful he'd been fired long time ago. I knew the type of man your father was on the day I lost my wife and kid."

"Can you tell me about that?"

"Peter, let's not bring up a painful memory like that, today."

"No it's okay ma'am. I don't mind. I was a bad guy back when I worked for Hammer, spending All my money on booze and gambling but when I met ole bullet he saw something that I didn't. He talked with me and despite me pushing him away, he never gave up on me. One day I found the girl of my dreams and bullet helped me woo her. I was gonna make bullet the godfather to my child but during the birthing prophecy both her and my wife died and who was there to make sure I didn't fall but bullet. Your father was a hero Peter… he saved me from myself and I guess that it runs in the family because your uncle did the same."

May wiped more tears from her eyes. "Yep, that sounds like Ben's family."

Peter felt something off about Adrian when he looked at May, the way he shifted uncomfortable when she cried about Ben. The boy then felt his danger sense go off and while Adrian reached into his jacket Peter saw it at his hip… a firearm… the same kind the vulture sells.

"Here miss, if you or nephew need anything let me know." he handed aunt May a card and Peter took it.

The card was Adrian's phone number and address.

"Don't be afraid to use it."

Peter narrowed his eyes. He knew now that Adrian was the closest thing he had to a lead on the vulture.

"Don't worry tombs, we'll see each other again."

the man nodded his head then turned again.

I'll see you again AdrianTombs… real soon.

Tracking Tombs

Author's Note

AN:

I want thank you all for the views. We are officially in the second half of this first arc and I must say that you all have been so supportive of me. Especially fimfic, I didn't know what to expect but you guys are so nice when it comes to newbie. I was worried about gatekeepers in your community but the worst I got was a few dislikes and semiharsh constructive criticism… the former I don't mind so much but I want to tell you all that you are my readers and I appreciate your continued patronage.

Tracking Tombs

With a thiwp from his webshooter, Peter soared through the air on a strand of webbing. The boy dressed himself in his traditional red ski mask with a thicker red sweater and blue pants, the boy had also trading his no slip shoes for running shoes.

He shot toward the rich neighborhood of Canterlot. His destination being the home of one Adrian Tombs.

I beat blood money can buy you a lot of comfort. ay Tombs. Peter thought, using a web shot to pull himself over the gate in front of the community and with the same motion jumped onto the roofs of one of the mansions.

The boy jogged across the room and effortlessly jumped over to the next. The boy did this a couple more times until he finally arrived at Adrian's home which was on the northeastern edge of the community.

The boy jumped over the last rooftop then used his web to swerve around the building, landing on the wall and climbing up until he was just under a window where he heard Adrian Tombs voice talking on the other end.

"Yeah, I know, yes i'm working to find the freak." he said his voice even but the creak of his feet on the wooden floor.

Peter could sense the mans tension just by the rapidness of the creaking floorboards.

"Hey! Don't take that tone with me! You said this town was so remote that there was no way any super freaks would be here. Well I have one and now he has been putting the fear of god in my men. It's bad enough he broke up two good earners but he also brought in malone… he was my best dealer, damn it!"

a crashing sound echoed out the window and the heavy breathing of Tombs thickened the tension of the situation.

"No you listen to me! Hammer promised that I wouldn't have to deal with this type of shit. I have family here goddamnit."

Hammer? As in Justin Hammer. So he's the one supplying the vulture his guns. Come on Tombs hang up the phone so I can find your boss. Peter thought slowly crawling up the wall. His foot caught on a hand hold and a piece of stone snapps falling to the ground with a loud thunk.

"What was that?" Adrian said, the creaking of the floor growing closer.

Peter scrambled climbing around the window until he was hidden overhead. He noticed Adrians head popping out looking down then heard him sigh.

"Just a squirrel. Had me worried there." he then heard another voice on the receiver. "Yeah i'm still here."

Peter crawled closer once again wasting no time despite how tense he was.

"What!? Hammer is here!?" Adrian voice boomed out of the window. "Tell him that I have everything handled. What's that? He wants to meet the vulture. Fine, but tell him this is a major breach of trust."

Adrian Tombs hung up the phone then yelled into the void.

"Goddamn, Motherfucking, dumb billionaire, piece, of, shit! Promised that there would be no super freaks here like back in new york but then this dumb kid shows up and now I have to suit up and kiss his ass to make sure he doesn't do anything to rash… fuck." he pettered out in his anger during the end of the tirade.

Peter crawled closer and heard Tombs ruffling through his closest and the boy dared a peak into the window where he saw Adrian In his closest then clicked a button which caused the back of the closet to shift open and reveal a hidden compartment which contained a glass container with a green suit inside.

The suit looked like an armored wing suit that pilots used with a bird mask with glowing green goggles on the face, the wings seemed to be high tech with thick armor plating that looked like the feathers of a pair of bird wings.

"Alright, let's do this… for her." Adrian whispered stripping down.

Peter leapt down, landing on his feet then making a mad dash to hide behind the garbage can. He breathed heavily behind the ski mask.

Adrian Tombs is the vulture? He had the nerve to come to my uncle's funeral when it was his man who killed him with his gun. Peter felt the anger once again well up in him but he stopped himself from doing anything rash.

Calm yourself Parker, first get the evidence to put Tombs away then bring him in. Peter knew there had to be some evidence in Adrian house or at least a lead on bringing down his operation.

Peter peeked out of the corner of the the dumpster then saw shooting out of Tombs Bedroom video, a green blur barreling eastward into Canterlot city proper.

Show time.

Peter leapt from behind the dumpster ran to the wall. Ascending toward the window, keeping his eyes peeled. The boy entered the house then looked around.

He saw that the bed was a mess and the room was covered in debris. The wooden floor creaked as his feet hit the ground.

Alright if I was damning evidence involving a renowned billionaire selling guns to a dangerous arms dealer where would I be.

The boys eyes landed on a drawer.

Best place to start.

Jumping over the bed and landing in front of the hardwood draw. The boy opened it to reveal a few pill bottles, a bottle of strong skotch, and a typical vulture gang gun.

Well that's depressing. The boy closed the drawer.

Scratching his chin, Peter wracked his brain about where to search. He then brightened.

This guy has secret chambers in his house. All I have to do is find a button that leads to one and that can help me find what I need.

The boy then starting turning the room upside down until he saw under the drawer a hidden button. Pressing the boy a panel within arms reach of Peter opened from under the bed. The boy reached in and saw a folder with the name tag known as project Vulture.

The boy opened the folder and then read.

Peter shook his head in disbelief. If this was true then after the accident with the parkers Adrian was called in and told about Hammer wanting to expand his empire by making better guns then stark and thus he plans to allow the criminals of the world to test his wares. He told Adrian he would give him a suit and allow him to keep all but a small percentage of the profits in exchange for selling firearms to gangs in cities without superhumans. It was a wicked plan and one that is global. Peter notices that there are several points which are marked as warehouses for the guns.

I have exactly what I need. Now to snap a few pictures and get out of here.

Taking out a camera from his backpack, Peter snapped a few pictures of the documents and the map of warehouses.

A sonic screech echoed in the distance.

Crap, looks like Tombs is back. I need to get out of here.

Peter put back the folder as it was, placed it back in the compartment, and then closed the panel.

The boy then ran outside through the front door then shot a web toward the room. Zipping on the web line the boy landed on the roof tile a little too hard for his liking. The boy ran as fast as he could taking another leap over the rooftop.

A shadow loomed over Peter… a winged man shadow. The boy turned around and saw a pair of talons grasp at him.

Ducking the attack and rolling down the roof losing his footing as he fell off the roof and slammed on the ground.

Peter picked himself up groaning and felt his head spin.

"So, your the superfreak that's been messing with my business." A mechanized voice asked from above Peter.

The boy turned to see the vulture perched atop the roof.

Damn, looks like I have to fight him after all.

"Silent type huh? I like that… too many hero types are in love with hearing themselves talk. Lets get straight to business." the vulture raised his wings and took a standing position.

Peter took a crouch and then analyzed his surroundings taking in several spots where he could web zip and what could be walked on and jumped off of.

"Not gonna run… Im kinda sad that I have to kill ya. Your my type of guy." the vulture screeched and flew down faster then Peter could see.

Without his danger sense Peter's head would be severed as the boy ducked and then leapt forward away from the vulture, doing a handstand then jumping onto the wall.

Alright Tombs. You want a fight… bring It on.

The Vulture strikes

Author's Note

AN:

Chapter 10, another major fight scene chapter. I want to thank everyone for reading my fanfic as always, you guys are superstars. Anyway I wont waste anymore of your time lets get to the chapter

The Vulture strikes

Running across rooftops away from the insane arms dealer in the suit. Peter Parker Jumped across a rooftop narrowly landing on the tile.

The boy heard the screech of the vulture soar towards him and a second later he felt his danger sense activate.

The leapt from atop the roof unto the backyard of the house he was on, Vulture perched atop of the spot where Peter had just been.

"You can't run forever kid." Vultures distorted said, his green goggles gyroing and clicking onto peter.

He's right I have to take the fight to him. Peter thought looking at a rooftop then an idea formed.

Peter shot a web and grabbed a bbq grill, throwing it at The vulture while shooting another web at the rooftop. In one quick motion the vulture swatted the grill while peter zipped onto roof.

The boy grappled the side of the roof trying to scramble up on the roof while the Vulture let out another screech.

Peter took a runners Jog toward the roof. The vultures shadow appeared overhead, Peter waited a few seconds until his danger sense became unbearable then jumped over the vulture as the villian swooped under peter. While midair peter shot a web strand on vultures back, pulling himself toward him and raising a fist.

Vulture turned instantly and swung his wing aiming for peters head making the boy divert his course. He pressed his feet on Tombs chest then leapt as the wing made contact with his chest.

Peters foot fell halfway down in the air. The boy soared into the ground and rolled into a ball. The boy felt a warm sensation on his chest. He saw that his sweater was cut open and knew he was bleeding.

Oh crap, he has combat experience and all I have is a cheap costume and spider powers that I don't know how to use yet. I need to run. The danger sense tingled as vulture screeched Over Peters head.

The boy sidestepped into alley way then ran his side hurting from his wound. The boy ran into the open streets.

The boy extended his arm and shot out a web strand to swing through the Vulture in hot pursuit. The throbbing pain in Peters gut a reminder of the things that await him if he doesn't escape.

The boy reached the end of his line as he shot another web this one grabbed by the vulture who bypassed peter. The vultures talons tightened on the strand and pulled peter forward.

Dragging the hero across the pavement pulling up gravel and stone across the way.

"thats the thing kid, when people hear gun dealer they think that he has the best firearms for himself but you and I both know those guns are useless against people like you and me. Shame I cant recruit you but you disrupted my business." Vulture swerved slamming the boy into the side of a house, his body crash leaving a man-shaped in it.

Peter pried himself free falling face first into the ground with a groan.

"Yep, gonna feel that one tommorrow."

The danger sense blared and in one quick motion peter turned and shot web upward hitting the vulture in the goggles making him fly uncontrollable into he fell face first into the pavement,

Peter could feel the pain overtake his whole body and his legs were like butter. He leaned against the building he was thrown through glaring at the vulture as the villian pulled the web from his goggles and picked himself up like he didn't just fall from high up.

At the very least the vulture seemed to be breathing heavily, his chest pressing in and out and the distorted gasps.

"your tough for a rookie but I can see your close to death. Goodbye kid, you were a worthy foe."

The sirens in the distance caught both their attention.

"Shit, the cops… looks like you got off lucky this time but just so you know if I see you again in the streets then I will personally tear your head off." with a screech the vulture fly up and away leaving peter in a form of shocked relief.

The boy breathed in and out fast then let himself slide down on the ground to rest.

Thank god someone called the cops. The boy felt his sweater, Im gonna need a better costume.

The boy laughed hysterically. A better costume!? Seriously! I almost died! He berated himself. Whats the point of super powers if I cant use them properly.

Using the wall to support his aching body, Peter took a limping walk out to the open street. Aiming his webshooter toward a house to swing home he pressed the button and nothing came out.

Damn, must've broken when Tombs was kicking my ass and dragging me across the pavement. On que the bodys head beat as he waddled toward the gate.

It's gonna be a long walk home.

Peter had finally got home just before dinner time. The boy ascend the side of his house crawling through the pain and drowziness until he reached the window and entered his room. The boy pulled himself to bed and let himself relax.

That was terrible. He thought, I didn't land one punch on that guy and he ran me ragged.

The boy looked up at a picture on his drawer. It was him, uncle ben, and his dad at the lake. He saw that he had cuaght a huge fish. The boy smiled on the memory. How many times did I cast my line before I got it right.

The boys eyes widened as if everything just fell into place.

That's it, practice… I need to master my powers before fighting an actual supervillian. I had gone in expecting another thug like the rest of his gang. But if I truly want to save people I need to master my powers.

Peter encouraged by his thought made a promise to himself. I will master these powers and then I will bring the vulture in.

Feeling an ache in his whole body. After I heal up of course.

Training Time

Author's Note

AN:

alright everyone last chapter Spider-man suffered his first loss against a supervillian and that has made him realize the danger he is in. Now we get a good old fashion training montage and Spider-man getting his groove back. So please enjoy and of course… comment if you want.

Training Time

Peter's lungs flared up, his legs burned, and his adrenaline was high up. The boy turned the corner of his block, spotting his house in the middle of the curb.

The boy ran across the pavement picking up his speed, surprised how fast his body healed.

It took a weekend of rest to undo all that the Vulture had done to me. Can add healing factor to the list of cool powers. The boy reached his home and stopped on his heels.

Leaning over taking in a couple choking breathes. The boy raised his fist overhead in triumph.

Now to check the timer. The boy looked at his stopwatch, eyes bulged when he saw the time.

Two minutes… I ran a whole block in two minutes! That is ridiculous. The boy lifted both his arms letting out a triumphant roar.

"96… 97...98…" Peter felt his heart beat, sweat rolling down his face as he almost finished his set.

The boy had been training like this for a week now and almost all of what was left of his baby fat had given way to lean muscle. The boy would have to carboload and get more protein if he wants muscles.

Imagine me? A muscle bound meat head. Peter shook his head as he fell down for the last two push up. Not gonna happen.

"99… 100." Peter let himself fall on his face then turned his head on the side of the driveway letting the warm sun hit his back. Breathing in rapidly and then tried to pick himself up.

The boy sat down on the driveway then looked around. He felt his whole body being wet from the sweat. Alright time for a water break and then back to work.

A terrible smell hit Peters nose and he smelled himself. But first a shower.

Stepping side to side, Peter looked forward at the automatic baseball pitchers he had rented. He had managed to sell a lot of scrap metal from when he would go dumpster diving for materials for his webshooters.

The boy popped his back then rolled his head. Okay, im ready.

The boy shot his webshooter three times, hitting the buttons on the pitchers as they shot balls at the boy. Peter ducked the first ball and in the same breath crouched and leapt to the side to avoid another.

The boy jumped back and forth avoiding the balls with perfect ease and did so until the machines emptied.

Didn't even break a sweat… let's set them up again. Peter clapped his hands together.

three weeks has passed since Peter started his intense training regimen and the results have devloped well. The boys skin was tanned slightly from his time out in the sun and his muscle tone though lithe was thick. The boy clenched his arm reviling in his strength.

Peter sketched on his webshooters working on the upgrades that he would need to buy from his dumpster diving profits and the stuff he fished out of the trash.

It's gonna take a serious amount of cash to get them to their full potential but for now these upgrades should make them more durable.

The Peter sketched away and the smiled.

These powers may have been the best thing to happen to me. He looked at his past self in the picture back when he wore glasses and was pale as a ghost.

I don't want to go back to being a weakling. Peter nodded his head and then went back to sketching.

"142… 143… 144… and 145." Peter felt the burn as he leaned his body into his chest. The boy hung upside down on a rooftop with his feet sticking to the roof and his head upside down.

He built up his core on a nice day and noticed how spring was in full swing for the beautiful city of canterlot.

The boy pulled himself atop the roof as he sat down on the edge of the roof. I'm not breathing heavy like I used too. Looks like i'm close to being ready for the streets.

A alarm below Peter caught his attention. He saw a man in a ski mask running out of the store gun in hand and bag in the other.

Speak of the devil. Peter put on his ski mask and leapt from the rooftop. Shooting a webstrand and swinging forward the boy leapt in front of the gun.

The man aimed it at Peter's head who immediately kicked it out of his hand webbing it on a lamp post then shooting both of the thugs feet with webs, leaping over his head, and tripping the thug with a pull.

Peter then webbed the guy to the ground. Leaping up to the wall he saluted the officer as he came to collect the thug.

"Top of the morning Officer." He said, shooting another web and swinging away.

The blur of buildings belonging to his neighbors flitted by the young teen. The boy ran with his arms and legs moving in unison as he effortless turned the corner of the block. The boy picked up pace and in but a few seconds he jumped and then landed feet first in front of his house.

The boy reached into his pocket and pulled out his stop watch.

One minute… new record! The boy jumped in air, his fist raised.

The boy jogged in place and punching the air vigorously.

I didn't even break a sweat.

The boy struck at the punching bag as if it was the Vulture himself. The boy noted that he could break this bag easily but that wasn't the point of the excerise.

Peter had to learn to pull his punches when he was fighting normal people. The boy struck and kicked at the bag until he was satisified.

The boy returned to his bag and drank some of his energy drink. Peter saw that he had undone some of the seeming of the heavy bag, sand lightly pouring out of the holes.

Still have a lot of work to do… but i'll get there.

Peter looked out the window as the last chill of winter blew into his room. The long cold season was over and with it the last of Peters preparation as well.

The boy had worked hard and his muscles had grown. Though he was far from a musclebound meathead he was still an atheletic young body and he didn't look at all like he did a year ago when he was in new york.

The boy stooped over his notebook as he sketched up what would be his new costume. He had two versions in the book one filled with tech and upgrades that would cost stark level cash and the other that was made of simple layered cloth but far better then his trusty old ski mask and sweater combo.

The boy did some finishing touches and scratched his head.

How am I gonna make this costume. I have some money and can buy the yarn but a boy who hasn't interest in knitting before could be suspicious. A lightbulb clicked in Peter's. Aunt may brought her knitting supplies from the old house and hasn't touched them in months.

"dang I look good," Peter said, looking at himself in the mirror. From top down he had ditched the ski mask for a red mask with white goggles that Peter made to reflect his facial expressions, his neck and sides were made of blue cloth and his torso was red with black webs and a spider in the center of the webs on his chest, his plants were blue and his boots were red with black webs.

The young hero turned around and thought how loose this costume was but tight enough to make it so he didn't constantly pull up his pants but were loose enough for him to move.

The boy then began to stretch as he walked out to the window. The boy jumped out and shot a web with his newer, more durable webshooters.

The hero swung through the air and let out a woot. The people down below whom saw him pointed him out.

Peter had started making a name for himself as a defender of the little guy as he protected them from small time criminals and had even made his first headline a few days ago.

The boy shot through the air, his destination was a simple place… the docks.

During one of his busts at the warehouses he found in the vultures folder was a tip on a gun deal happening tonight which was why Peter had to work fast to get the costume ready. Though it wasnt bullet proof it was more intimidating then the ski mask and sweater combo… comfortable too.

The boy stopped at the edge of the docks then reached into his bag and crouched down. He looked through his telescope to survey the landscape.

"Let's see, two snipers on the scaffolding, four armed thugs around a crate of weapons and there will probably be more on the way when the buyer comes… okay I have a plan."

The boy returned the microscope then swung at the wall then sneakily climbed around the first sniper. The boy climbed on the scaffolding pillar.

Ascending the pillar heard a car door open, turning his head Peter saw men in white suits and red ties get out of the car four of them and two more out of the other car.

The boy continued to climb, the boy leapt over to the top of the scaffolding then looked down at the sniper, the man training his rifle at the head man in the white suit.

"Hang here often?" Before the thug could respond Peter shot at the gun with his shooters pulling it out of the mans hand and into his own. Peter jumped over the thugs head shooting web at him and pulling as the thug descended Peter placed him on the pillar and webbed him up.

The boy then swung at the next scaffolding and in quick motion shot a web and pulled the thug down, the thug let out a gunshot alerting the thugs as Peter webbed him out.

The then fell backwards onto the crate where the guns were contained.

"Guess the secrets out. Is this crazy eddies late night gun depot? No, well I tried." the boy joked shotting a flurry of webs gumming up the thugs guns then pulled on the strands and launching them to a crate breaking them.

The boy then onto the first thug knocking him out with a quick kick and in the same breath he did so again knocking out the second of the thug quartet.

The boy heard the men shot in italian and then book.

"One moment bird gang, gotta take care of the soprano's." Peter then shot up a web at the roof of a nearby building zipped forward, using the momentum the swing the boy swung in front of the thugs.

The first one tried to throw a punch but Peter ducked then uppercutted the thug launching in the arm while Peter shot a web and slammed him atop another thug coming in for a punch knocking both out.

Peter did a another jump and with both webshooters shot two thugs then pulled them together slamming their bodies together and once he landed a high kick knocked out a third thug and with one last motion Peter webbed up the last one.

Now back to the bird brain battlion. Peter thought leaping high and swinging at the fleeing vulture gang thugs.

The boy hopped onto the gun crate then rapid fire several web shots at the legs of the thugs.

The thugs fought against the webbing, futilely ripping at the strands unable to break through.

"Yeah, they stick with ya. No, I get it." Peter said dropkicking one of the thugs in the back of the neck knocking him out.

The last thing surveyed the devastation of both his men and and italians then glared at the hero. "You're dead, you know, dead! Vulture is gonna gut you freak!"

"If I had a nickle for every time I heard that I wouldn't have to dumpster dive for spare cash." Peter then webbed up the man in a cacoon then rubbed his hands together. "Now let's make you all presentable for the police."

the police lights glowed below Spider-man as he watched the cops bring in the thugs, the web dissolved and the card found. On it was six simple words: from your friendly neighborhood spider-man.

The man smiled at all he accomplished.

Only a few more warehouses and the vulture won't have a choice but to face me and then I can bring him in for justice and who knows maybe hammer too. Peter looked up at the sky and felt a tear form. I hope you're proud uncle Ben.

Confidence Anew

Author's Note

AN:

hello everyone we are reaching the climax of the first arc of this story. I want you all to know youve been very supportive of my writing and I wish to thank you all for that. Please comment for more

Confidence Anew

The sun shined bright on canterlot high school. Peter Parker entered the courtyard like a man possessed, swaying his hips with a war smile plastered on.

The boy jogged up the steps giddy as a school girl and walked up to the door and opened it.

The muttering of the students each doing their own thing filled that boys ears. Peter walked down the halls, his eyes surveying the area around him.

The boys ears picked up some giggling he turned his head and saw a couple girls side eyeing with him and when he met one of their eyes, the girl flushed then turned with a smile. The boy smirked continuing on his way.

"Oh man, Spider-man is so cool." one of the younger boys said to his friend. They were reading a newspaper with a picture of spiderman on the front cover.

The headline read: spiderman busts arms ring,

the boy chuckled to himself looks like im making a name for myself and a thorn in the side of the vulture.

Peter shook his head a grim aura overtaking him.

Why hasn't he reacted to my attacks yet. Is he avoiding me? What is he planning? Peter couldn't help but think that the vulture was planning something big and he didn't know what it was.

The boy turned a corner to his locker and then saw sitting beside it was the girl he had grown a crush on Trixie Lulamoon.

"Parker, it is nice to see you. May Trixie have a moment of your time." She asked in her typical showman style.

Peter nodded his head, "What's up Trixie?"

One look in Trixies perfect eyes was all it took for a lump to form in Peter's throat. She was beautiful with her blue skin and white hair.

"Trixie would like to inform you that your services as assistant are being called in." She said mesmerized by Peter's eyes as well, his skin was a not as colorful as hers but she couldn't take her eyes off him.

"Of course, what do I need to do?" peter rubbed the back of his neck, averting his gaze from the girl but sneaking glances in the corner of his vision.

Trixie giggled a little then cleared her throat. "you're duties will consist of: tutoring Trixie in the classes where I am not particularly excellent at, helping her around her magic shows, and carrying Trixie's stuff." She responded with a flourish of her hand she then turned her head from Peter. "In exchange, The great and powerful Trixie will teach you the magicians trade."

Peter nodded his head then shook. "That won't be necessary. No use being a magician during the age of the great and powerful Trixie."

The girl piped up and then flushed. "Of course, Trixie will sweeten the pot and buy her loyal assistant lunch once a week."

Peter put his hand on Trixie's shoulder then met her eyes. "You don't have to bribe me. I would love to tutor you and help you around your show."

Trixie gulped and then giggled nervously.

Peter flushed looking at his hand and pulling back a little too fast. "Sorry,"

Trixie raised her hand and then shook her head. "It's fine, Trixie doesn't mind you putting your hands on her."

"Really?"

Trixie nodded her head.

"That means a lot from the great and powerful Trixie to let Plain old Peter Parker touch her."

Trixie nodded her head. "Yeah, but Trixie wants to make it clear that she only allows it because Peter has been a true friend to her and she values his praise of her."

Peter shot her a couple finger guns, clicking his tongue. "Anytime Trixie, you were the first person to talk to me and are my only friend here at school."

"Trixie wanted to ask about that. You've been isolating yourself and it worries Trixie. Are you okay?"

Peter nods his head. "I've been busy lately. I have been on a new work out regimen."

Trixie eyed peter up and down then flushed when her eyes landed on his muscular arm which though small and lean was still toned and thicc. "Oh my, The great and powerful Trixie sees that you have been working out. You've lost the little bit of Baby fat that you had on your body and Excuse Trixie is it hot in here."

Trixie tugged her collar and pulled at it with a warm flush forming.

"Yeah, it has really helped me in my everyday life."

"Trixie'd say so… may Trixie touch it." She asked pointing to Peter's bicep.

Peter flexed his arm and Felt Trixies arm rub against his muscle, the girl hummed softly as her hands grazed the muscle with a goofy grin.

"Do you like it?"

"Yeah," Trixie's eyes widened and she vigorously shook her head. "Trixie means… it's nice enough Trixie guesses."

The boy smiled at that.

"You are the first boy that Trixie has ever taken an interest in." Trixie said her voice even and a look of hesitation in her eyes.

"Wow, thanks Trixie, I like you too." Peter admitted, it felt good getting it off his chest and he loved the big flush on the magicians face.

She then pouted and yelled, "Trixie didn't mean that kinda interest." She flushed. "Trixie meant you had the potential to be the perfect roadie… nothing more."

Peter frowned "Oh, okay, sorry for assuming."

Trixie waved Peter off. "It's fine Peter, Trixie cant help but foster feelings of infatuation by her friends."

Trixie then walked off and peter noticed poking out of her pocket was a folded piece of paper which fell out of her pocket.

"Trixie! You dropped your note." Peter said grabbing it and handing the girl her paper.

Trixie snapped the paper out of peters hand.

"Woah, you've got some quick grabbers there. Is that a love letter?" Peter teased taking in Trixies flushing face.

"No! It's a fan letter for Spiderman."

Peter raised and eyebrow. Of course trixie would fall in love with Spiderman. He is exactly the showman that she would go for.

"Trixie wants to thank spiderman for saving her when he was starting out?"

"Starting out? He saved you?"

"Yes last september Trixie was carrying a case of her magicians supplies and was accosted by ruffians when A boy in a red ski mask and a sweater came to her rescue."

"How did you know it was spiderman and not just another superhuman."

Trixie then opened her locker revealing a small shrine of pictures devoted to spiderman and clipped from the newspaper, "Trixie has been following spidermans career since he first hit the scene."

"Are you a fan of spiderman then? Didn't take you for the hero fan girl."

"Trixie doesn't care about hero stuff but she does respect his showmanship. Trixie even saw him save some people from ruffians before and liked his atheletic prowess and skill."

Peter flushed at the praise. Thanks trixie that was really nice.

"Plus, if trixie can get him to join her team as a costar then her show would really take off."

Thanks Trixie. Peter thought.

"Well, if you want, i'll be on the lookout for Spiderman and let him know that you want to talk with him."

Trixie smirked, "Trixie Must be off now, she has a lot of practice for her next show." The girl walked off and Peter was left with a warm feeling on his cheek.

A great and powerful request

Author's Note

AN:

hello everyone we are reaching the climax of the first arc of this story. I want you all to know youve been very supportive of my writing and I wish to thank you all for that. Please comment for more.

A great and powerful request

Canterlot city shined like a torch in the darkness. The city streets were nearly deserted as many of the residents were either asleep or at the high school for the dance, all save for one.

Swinging overhead was a man dressed in a red and blue outfit with a black spider on it and black webs all over the costume and mask which covered the mans face and had white eye lenses. Swinging forward with web strands coming out of his wrists spiderman swung through the city.

Unbelievable, he thought his internal monologue hurried due to pursuer. Just a couple weeks ago I was peter parker, high school nerd and social outcast.

The boy shot a web and shoot out doing a flip in the sky before shooting the next.

Now I am swinging through the city with an angry flying arms dealers on my tail.

A screech filled the air piercing the silence and like a rocket something shot toward spiderman.

As If on cue. Spiderman thought as he swung faster.

The figure was fast and his form a green blur as he raised a long wing and slashed at peters web and cut it.

The boy dropped and the ground quickly approached. Peter tucked in his hands at his sides and took a nose dive. The boy came down and with a tumble he used the momentum to run and used his webshooter to hit a roof.

The blurs weapon passed just an inch spidermans back as he shot up onto the roof. He ran across the surface of the roof and jumped onto the next rooftop. The boy then jumped again and used his webs to swing around the next building.

"you can't run forever peter." the blurred figure said close behind spiderman, the figures voice distorted by the mask which was dark green and shown with glowing green eyes.

Oh yeah and said flying arms dealer knows my secret idenity. Thats parker luck for ya. Peter thought as he swung again only to be grabbed by the arm and head by the blur.

"got ya." the figure said shooting down with its wings to the pavement with spiderman pointed face first toward it.
Peter lightly chuckled to himself. Flipping the newspaper page to where the story continued. The boy read on about how the recently captured lieutenant admitted that the Vulture has went into hiding and that the ring is basically in ruins.

The boy reads on about the thug blaming spiderman and admitting that the guns had come from a tech mogul on a test run, which meant that hammer would be under investigation since he is the only mogul with a lab in the city.

Things are looking up Parker, the boy thought to himself.

Turning to his locker Peter caught the sight of a familiar blue skinned girl. Trixie stood near his locker once again.

"Trixie? What are you doing here?" Peter grabbed his backpack from the locker and then closed the door.

Trixie didn't look at him, flushing as she played with her fingers.

"Is everything okay?"

Trixie nodded her head. "Trixie wishes to apologize."

"Why? It's not like you did anything wrong, right?"

Trixie shook her head. "Trixie lied to you."

Peter raised and eyebrow at that. "what did you lie about?"

Trixie reached into her pocket grabbing a slip of paper and holding it out to Peter.

"That's your letter for spiderman?" Peter felt something off about the normally confident Trixie as she had a nervous aura about her.

"No, it's not. There was no letter for spiderman… it is a letter for you."

"For me!?" Peter exclaimed, "girl's don't usually give guys like me letters, are you sure it's for me, Peter Parker, nerd extraordinaire."

"Yes!" Trixie exclaimed then flushed. "Just know before you read it that this is all new to the great and powerful Trixie."

The boy smiled and then took the note. He noticed that trixie trained her eyes on him with an expectant look.

The boy unfolded the letter and on the thin sheet of paper was the words that shook peter to his core.

The great and powerful trixie invites you to be her date at the sally hawkins dance in two weeks.

"Trixie, are you asking me on a date?"

The girl pouted then flushed then turned her head. "I know it is unusual for the great and powerful Trixie to ask someone on a date. That is like admitting that she sees them as an equal. But, Trixie likes you very much because you are unlike everyone in this city."

"I don't know what to say. I've never been asked on a date before." Peter then saw that Trixie had covered her face with her hair.

"Trixie hasn't been popular with others in romance as well."

"Thank you Trixie, you made my day by asking this."

Trixie brightened up, "so does that mean you ask trixies proposal.?"

Peter nodded his head "I'd love to take you to the dance."

Snapping her finger with a smile. "Why of course, was there ever any doubt. Trixie the great and powerful is a catch for any man. Trixie requires you to wear something nice and to pick her up at her house at 6 PM sharp."

after Trixie left peter pumped his fist in the air then let out a muffled cheer.

Look at yourself parker, getting asked by someone as cute and confident as trixie. You lucky dog.

The boy then exited the school and turned a corner. The boy opened his bag and put on his spiderman outfit and then shot his webshooters to begin another patrol.

A surprise reveal and an ultimatum

Author's Note

AN:

hello everyone we are reaching the climax of the first arc of this story. I want you all to know youve been very supportive of my writing and I wish to thank you all for that. Please comment for more. BTW this is gonna be a big chapter. I know my chapter lengths have been differing but this one is probably gonna be the biggest chapter ive done so far. So please enjoy because to qoute helluva boss episode descriptions… things sure do happen.

A surprise reveal and an ultimatum

Peter couldn't believe his luck. A hot date with Trixie Lulamoon at the sadie hawkins dance. Sure his suit was a hand-me-down from Uncle ben but he loved it all the same. He looked at himself in the mirror and saw that his tie was loose.

You are one handsome devil Parker. He thought popping his collar and then cracking his neck.

The boy left his room and trotted down the stairs where his aunt waited at the bottom with a photo camera.

"Peter, you look just like your father did at his prom." Aunt may cooed, reaching out to pinch Peters cheek. "It seems like just yesterday that i was trying to stop you from eating the bubbles in your bath. Oh my baby is growing up."

"Aunt may," Peter groaned as she pulled him toward her and felt her kiss his cheek. "will you stop!?"

Aunt May chuckled. "Your grandma was the same way as me when it came to her child going on their first date. Trust me your granny talked with me while holding a gun in her lap telling me when I would bring ben home and what would happen if I tested her. That woman was intense."

"granny dorris did all that. But she was always so sweet."

"If she saw you as a threat to her baby then she could turn sour real fast. I remember when that flash thompson boy gave you shiner, she wanted to pick a fight with the thompsons and ben had to calm her down."

Peter chuckled to himself rubbing the back of his neck.

Aunt may cleared her throat pointing to Peter's partially undone tie. "Let me sweetheart." The woman fixed his tie and then tightened it. "there he is, my handsome young man. Let me get a picture for the family album."

the matutre woman lifted the camera around her neck up and aimed it at peter. "Say cheese."

Peter smiled and the flash of the camera nearly blinded him. The boy blinked to readjust his sight.

Aunt may positioned herself beside him and kissed him on the cheek. "How are you feeling Peter."

Peter breathed out and then shook his head. "Like butterflies are nesting in my stomach. Is it normal for me to be this nervous."

Aunt May clasped her hand over her heart, a warm smile on her face. "Ah sweetie, Ben was the same way when me and him went on our first date. Trixie is a special girl and she is gonna love you."

"You think so?" Peter asked hopeful.

Aunt may wrapped him into a hug and then whispered in his ears. "I know so, and if ben was here then he would be just as proud as you."

"Yeah, and he'd probably say something off the wall about how to interact with my date."

"I know he would. You know, I used to hate that he would make such perverted comments in front of you but I knew it was his way of showing love for you. He was a kind man and the fact that he could make friends anywhere was something I always admired and I see a lot of his traits in you."

"Thanks aunt may, I miss him too."

May rubbed his cheek and then a small tear went down her face. "I know sweetie, but this isnt the time to mourn our loss. Look at you, a ladies man in the making. Have fun dear."

"Thanks aunt may." Peter then walked past her and exited then house. The setting sun in the horizon light up the city as the lights in the buildings began to show more vividly.

Peter took a short walk next door each step followed by a feeling of anxiety. The boy walked up the steps to Trixie's door and then knocked three times.

Alright Parker. Be cool, this is your first date with the first girl to actively seek you out for a date. Don't mess this up. The boy smiled as the doors lock came undone with a snap. Alright, shake her father's hand, be polite, and Don't do anything stupid.

The door opened slightly and Peter forced a smile. Chances are i'm worrying over nothing, I mean what could possibly go wrong.

Standing before Peter in the doorway was a familiar face… Adrian tombs.

The man was dressed in his black leather jacket with a rock band t-shirt wrapped around his body, black pants and black loafers completing his dark apparel. He looked at Peter for a second then a smile came on his face.

"I know what your here for and I know who you are." he said his tone warm yet menacing as he placed his hand on Peter's shoulder.

The boy gulped, the hair on the back of his neck on edge. "Y-you know who I am?"

"How could I not. Your nervous right now and you should be… and you know why." he said leaning forward his mouth dangerously close to Peter's ear. "Your here to take my niece on a date."

Peter froze as Adrian pulled away from him.

The man slapped Peter's shoulder nearly knocking him off the stairs. He laughed to himself. "You like that? I've been practicing that speech since Trixie told me that you were gonna take her on a date. You know, with my brother being out of town with the old woman on a business trip I felt trixie could use a father figure to keep the boys on their toes."

"You're trixies uncle?" Peter piped in not believing what he was hearing.

"What, didn't she mention me? That's just like her. She does one little show and now she is too good for the uncle who helped change her diapers when he used to baby sit her."

"Uncle Adrian! Don't tell him that!?" Trixie exclaimed stepping behind Adrian tombs, a cold gaze on her face.

"Ah, am I embarrassing my little Trixstar." He cooed reaching his arm to Trixie's side and tickling her.

"Uncle Adrian," Trixie groaned, frowning. "Don't call me by that baby name. I'm the great and powerful Trixie now."

Adrian laughed to himself. "Great and Powerful huh, well as your beloved uncle I must embarrass you in front of your date. Especially since I knew his father. Hey petey, look at this… this is trixie at age 7." The man reached into his pocket and pulled out a picture showing it to peter.

It was a seven year old picture of trixie in a blue skirt and dress with a big toothy grin that had braces in her teeth.

"Uncle adrian! Don't show him that either," trixie hid her face in her hands while her uncle laughed menacingly.

"So should I tell him how you had a crush on that sweet boy with orange hair and how you two were married for a week before he dumped."

"Argh, your so embarrassing Uncle adrian." Trixie Began punching her uncles arms leaving the already stunned spiderman dead silent.

Tombs wrapped his arm around Trixie's neck then pulled her forward and gave her a noogie. "Say uncle! C'mon Trixstar, say it."

"Uncle Adrian, stop it!" Trixie struggled under her uncles grasp.

"You know what you have to say to end this." He chuckled as he continued to noogie her.

"Uncle! Uncle! Trixie is saying uncle!" She exclaimed.

Adrian released her then leaned In and kissed her cheek.

"Uncle Adrian! That is gross."

Tombs gasped holding his hand to his chest, feigning surprise, "You used to love it when I kissed your cheek. What happened to my little Trixstar."

Trixie pouted and turned from him. "Trixie has outgrown that name."

"But you still sleep with solomon the bunny that I got for you, don't ya." Adrian smirked.

"No, I don't." Trixie's voice trembled.

The man laughed then ran his hands over Trixies hair. "sure you don't."

"Can we just go!" Trixie stormed toward the car.

"Hold on Trixstar, I have to get my keys." The man said turning to peter. "Don't do anything too risque."

Peter gulped stiffening under the mans gaze.

"Wow, you are just like your dad. Boy he told me all about how when he was courting your mama he would be nervous and stiff. You know when I look at you, its like my old friend is alive again. Anyway let me get the keys."

"No!" Peter blurted out making Adrian.

"A problem peter?" the man asked raising an eyebrow.

"I-i just want to walk there you know. Get some excerise."

Adrian waved him off. "Nonsense, the schools five whole blocks from here and besides we both know this ain't about excerise." The man winked at peter then leaned forward. "I was young once too."

The man patted Peters shoulder then turned. "I'll get my keys."

peter stood stupified As his enemy disappeared into the house. Peter could hear his humming loud as thunder and the boy felt his heart beat in his chest.

"Parker!"

Peter jumped out of his stupor to see Trixie with her arms crossed glaring at him.

"What is wrong with you? You have said nothing about the great and powerful trixies outfit which took hours for her to pick out."

Peter saw that trixie indeed had a nice dress on. It was done up in a deep sea blue with gold highlight and a cute light blue long skirt. Peter felt himself calm when he looked on the beautiful teen in front. "Wow, how'd I manage to land you." he said dumbly.

Trixie snorted then smirked "Trixie Asked herself that all the time. She believes it is what you call… parker luck."

Peter then walked up to trixie and offered his hand.

Trixie met peters eyes and without thinking placed her hand in his.

Peter Lifted his dates hand to his mouth and kissed the back of it.

Trixie flushed at the attention.

The car clicked and the lights flashed catching the pairs attention..

The teens looked up at the stairs to see Adrian Tombs with a knowing smile, holding the keys in his hand. "Having fun you two?"

"Uncle adrian, nothing happened." Trixie piped up a little too quick.

Peter straigthened himself up as tombs chuckled.

"Don't worry unlike your parents I remember what it's like to be young. Now get in the car you two and keep your hands where I can see them."

"Trixie apologizes for her lame uncle, let us be off." she said entering the back seat.

Peter followed close behind and sat down in the back next to trixie.

Adrian entered the car last, leaning his arm over the empty seat and turning his head to the teens. "Alright you two, seatbelts on and lips parted."

Trixie groaned unaware that her date was sweating bullets, never taking his eyes off her uncle.

Peter meanwhile still couldn't believe it.

I knew things were going too good for me. He thought as adrian turned the car keys starting the car. The vulture is trixies uncle… how did I not know that.

The car started loudly and then they reversed out of the parking lot. The car moved forward toward the school.

Adrian fiddled with the radio landing on a rock band blaring their music.

"Ah man, this one brings me back. Peter you a headbanger." he asked in a jovial tone.

The boy shook his head.

"Well, we'll change that. If your gonna date my niece you gotta learn to let loose."

"Uncle Adrian, must you say such things. It is demeaning to the great and powerful trixie."

The man laughed. "Im sorry Trixstar but this may be the last time I get to mess with you in awhile. Considering…"

"Must you go back to new york."

"regretably yes, the boss tells me that they need me back there asap. Why, you gonna miss me?"

"n-no! Trixie just likes having someone at the house who lets her live her life unlike her parents."

"You can thank your mom for that. She still sees you as a baby bird and wont let you spread your wings… hows about I try and talk with her again… just for you Trixstar."

Trixie smiled warmly then shook her head. Crossing her arms the girl pouted to herself. "Not like It'll do any good. My mother is such a worry wart."

Adrian adjusted the mirror reflecting Peter in the glass. "It seems like just yesterday that my little Trixstar was asking me to help her steal some cookies. Now she is going to a dance with a boy. Be careful peter your date is a real handful."

Trixie growled and turned her head.

"But in all seriousness Peter… if anything happens to my little Trixstar then I will find you and I will make you regret hurting her."

"Uncle!" Trixie exclaimed. "Peter isn't like that."

The man Whistled at that. "He must be something special for the great and powerful trixie to take notice. Tell me trixstar have you done any fun stuff with him."

Trixie flushed hiding her face in her hair. "Uncle Adrian, please stop."

"Alright i've embarrassed you enough." the man looked in mirror. "So peter what do you like to do for fun."

Peter rubbed the back of his neck "I usually like to spend my free time studying."

"That it?" Adrian shook his head. "You really are bullets kid. C'mon give me something kid, any clubs or hobbies outside of usual egghead stuff."

"I used to do photography club with my friends."

"Photography huh, looks like we can save money on Trixstar's wedding by having the groom be the photographer."

"Uncle Adrian!" Trixie exclaimed. "Stop laughing!"

Tombs chortled to himself as they continued down the road and turned through the first block. Peter looked out to the city street and saw the beauty of the night sky. The same night sky that overlooked peter on the day his uncle died.

"Any Peter, hobbies are a great thing to have. I myself was captain of my schools soccer team." Adrian stopped at a light then turned his head toward Peter.

"Peter has been excerising more since he started coming to CHS. I think the results speak for themselves." Trixie said and then immediately clasped her hand over her mouth. "I didn't mean to say that."

Adrian chuckled to himself then pulled forward as the light turned green.

"So Peter you trying out for sports next year?"

"No Mr. Tombs." Peter replied.

"Mr. Tombs? Don't be so formal kid. You are my little Trixstars boy toy so you can call me Adrian."

The boy nodded his head.

Trixie then shook her head. "I have tried to get Peter to join the CHS sports teams but vehemently refuses. Trixie doesn't know why."

"Why are you excerising if not to join a sports team. I'm curious."

"I wanted to get in shape. Also I kinda had an altercation with someone and wanted to be better able to defend myself." Peter explained.

"It's true, one day peter came in with a cut across his stomach. Trixie was worried due to someone attacking her assistant."

Adrian looked into the mirror his eyes darkening when he looked at Peter. "Is that right?"

The ride to the car was quiet for the rest of the time. The two stopped in front of the CHS dance hall.

"Trixie why don't you go in and get yourself some punch. I Need to have a word with Peter." Adrian adjusted his mirror to see Peter who squirmed.

Trixie rolled her eyes. "Please, don't read Trixie's date the riot act. She doesn't want you to scare him off."

"Don't worry Trixstar, Uncle adrian just wants a word." his voice lost all jovial intent.

Once trixie exited the car Peter's face hardened, he gripped the edge of his seat ready for action.

"I know who you really are and you know who I am? So what do we do from here?" Adrian reached into the glove compartment, pulling out a handgun one of the last models of the guns that hammer was selling on the street.

"I know who you are and I won't stop until you face justice." Peter replied, readying himself for a fight.

Adrian Tombs rested his hand on the gun and aimed his weapon at Peter. The man's face darkened as his finger wrapped around the trigger.

Peter knew he was in no danger because his danger sense didn't blare. This confused the boy, why wasn't he in danger if Tombs shot at him he couldn't dodge and would be dead. Was his danger sense refusing to activate.

Tombs lifted his gun and then placed it on the seat next to him.

"What happened to your uncle was a travesty and I am truly sorry for my role in that." Adrian somberly said.

Raising an eyebrow Peter shook his head.

"I know what your thinking. He's only apologizing because his guy was the one who killed him. But let me tell you something peter. Criminals are capricious when they smell weakness. My gang has a member who is acting a little too high and mighty thinking they can do better then selling hammer guns. His rebellion has made it so half the gang doesn't listen to my orders. I was losing control of the gang long before you entered the scene… now… I have to fix what you started."

"Your a murderer!" Peter exclaimed.

"I'm an arms dealer."

"Your guns killed my uncle, it was your man who fired the shot."

Adrian body shaked and then a single tear rolled down his eye. "I know, Ben and Bullet were my friends… and I knew that when my guns had killed my friend that I wanted out."

"Then why didn't you leave?"

"Because of Justin, Fucking, Hammer." Adrian growled the name. "That little prick knows how to use people like no other. He told me that I was gonna sell his guns until he no longer needed to and said that if I didn't… he said he would kill my family."

Peter froze when he met Adrian's eye. Worry clear in his gaze.

"You understand what you've done haven't you?" Adrian asked, "You've made an enemy of justin hammer and if I was a crueler man then I would hand you over gift wrapped to him like I was ordered too a month ago."

"Why the show of mercy."

"Because a lot of people I care about like you. Your uncle and father were my best friends, your aunt gave me a meal when I needed it, and Trixie likes you a lot. So I have a deal for you. Give up being spiderman and by this time tommorrow the vulture will be gone and his gang disbanded. After that don't worry about what happens next."

Peter gritted his teeth. "Not gonna happen."

"Quit while your ahead kid! Fuck! Don't you know what will happen if you keep messing with Hammer."

"I don't care! Hammer deserves to be punished for what he is doing."

"Kid I agree with you but not even Iron Man could bring down Hammer. What chance do you have? Do you know what this war will cost you?"

Adrian turned gripping the steering wheel tightly. His hand slowly shaking.

"Why don't you turn yourself in? Tell the cops all about Hammers plan. They can protect you." Peter pleaded, "I know your not a bad man Tombs, You love your family so be the man they think you are."

Adrian wiped his eyes, "Your right kid. But your an idiot as well. Hammer would have me killed as soon as I as in police custody and then just to be spiteful he would kill Trixie and Her parents. Hammer is a petty little fuck."

"I'll protect them."

"Really, you? You can't even keep your idenity safe from me discovering it. What do you think will happen if Hammer finds out about you. Let me tell you. First he will send his biggest and baddest after you and I know each of those guys personally and they are stronger and better equiped then I am. Then, oh then, if that fails he will send his men to kill your aunt and if he has to then he'll the do the same to Trixie. Peter, answer me this… are you willing to lose everything so you can play hero."

Bowing his head the thought of Losing Aunt may filled the boy with dread. She was all Peter had left. Plus Trixie was in danger and Peter knew that he couldn't let her get hurt because of him.

"Peter, I'm leaving canterlot and when I arrive in new york i'm gonna tell Hammer I killed spiderman and buried him somewhere nobody will find. Take my advice and don't make a liar of me. Spiderman dies tonight and the vulture will never loom over the skies of canterlot. Do you understand?"

Narrowing his eyes Peter nodded his head.

"Good, Good boy, now go out there and show my niece the time of her life." Adrian almost sounded relieved. "For whats it's worth if you had a little more experience then you would have been able to beat me. Still, it was honor battling you spiderman."

Peter exited the car, standing on curb. The boy looked on as Adrian tombs, the vulture drove off. A pit in his stomach making it hard for Peter to enjoy himself.

The boy turned around, walked up the steps to the dance hall, and then saw waiting for him at the door was his date. Peter's mind flashed of Aunt May died in the same way Uncle ben was, of Trixie begging him to save her, and of him killing everyone he loves.

Peter entered the dance hall holding Trixies hand.

I don't know what I can do.

Dance decisions

Leaned against the punch table stood Peter Parker. His arms crossed, brow furrowed, tapping his foot on the hardwood floor.

The boy looked around at his class mates having a good time, dancing students, bodies pressed against each other as they moved.

Finger fidgeting on the sleeve of his suit, Peter tried to ease his troubled mind but he couldn't help but feel like he was failing to do as he was supposed to.

The boy turned his gaze to His date across the dance floor in front of the principals doing sleight of hand magic tricks. The boy shook his head as she botched a trick but managed to save it. The boy smiled.

Isn't she beautiful? His heart felt heavy when he thought about something happening to her and the thought of someone hurting her.

The boy then felt a memory flash through his head. Back in the dimly lit parking lot of the library, the flashing police lights and ambulance labs with the crying of a child echoing in a ghostly volume. The boy frowned as he saw his uncle Ben dying in his arms.

The boy then looked up to see the Vulture looming in the moon. The man frowned and then remembered what he promised uncle ben.

With great power, comes great responisbility. Peter grabbed his chest then stormed across the dance floor. Slipping between his dancing classmates. The boy barreled toward Trixie. The closer he came to the girl the more his resolve began to weaken.

I could stay here, have fun with trixie… dance, maybe get a kiss. The vision of uncle ben flashed in his head. The boy stopped grabbing his chest as tears began to fall.

Why cant I be happy? The explosion boomed in his ears and his uncles murderer running towards him echo.

Cant I be selfish for once. The vulture is done… he is leaving. Then the words that he told the fight promoter echoed in his ears. I missed the part where that is my problem.

Peter's bit back tears then swallowed a lump in his throat. His eyes hardened as he reached the beautiful Trixie.

She looked at him with those eyes that could melt his heart. The boy cleared his throat.

"Hello Peter, Trixie hopes you are having fun, with trixie as your date how can you not be?" She sounded less confident then usual.

"Trixie, I have to go home."

The girl shook her head then frowned looking away, disappointed. "I understand. Trixie isnt the best date that she can be."

"No, it isn't you… I just feel sick."

Trixie raised her hand. "I understand Peter, you don't have to spare Trixie's feelings. Trixie won't keep you here any longer." Trixie then turned and walked toward the punch bowl.

Peter watched her leave and tightened his hands into a fist. Peter gulped. Alright tombs, I will stop you.

The boy dashed out of the gymnasium meanwhile ripping his shirt apart revealing his spiderman suit underneath. The boy went to his locker where his spare mask and webshooters were hidden along with web cartridges. The boy grabbed them with a mission.

Stop the vulture… stop hammer… at any cost.

Author's Note

AN:

hello everyone we are reaching the climax of the first arc of this story. I want you all to know youve been very supportive of my writing and I wish to thank you all for that. Please comment for more. Alright we have about three more chapters after this one and then the first book will be done after that I will take a couple days to outline book 2 which will follow the rainbow rocks storyline and introduce the dazzlings. So be on the look out because im making it a sequel book.

5 Minute headstart

Author's Note

AN:

hello everyone we are reaching the climax of the first arc of this story. I want you all to know youve been very supportive of my writing and I wish to thank you all for that. Please comment for more. Alright we have about two more chapters after this one and then the first book will be done after that I will take a couple days to outline book 2 which will follow the rainbow rocks storyline and introduce the dazzlings. So be on the look out because im making it a sequel book. I am trying to do better with my writing style let me know what you think in the comments.

AN 2:

I guess today is your lucky day because for the first time in well ever I have done a double update. I guess the writing bug got me or I just have awesome readers. So please enjoy this extra chapter and im sorry for how short they are

5 Minute headstart

Spiderman swung over his neighborhood with intent. Troubled thoughts racing through his head as he zoomed over the houses below.

The boy's eyes scanned the streets below, checking for the potential position of his enemy in case of him being too late in stopping Tombs flight from Canterlot city.

The Boy shot a webstrand at a cornerhouse which landmarked the block where Peter lived. He pulled on the strand and landed ontop of the roof. The boy didn't want to risk slowing down to run on rooftops but he had to coserve webfluid for the eventual rematch between himself and tombs.

Peter Parker couldn't believe this was how the final fight with his enemy would end. Instead of a monsterous arms dealer supplying the criminals of the city with the tools they needed to oppress the citizens of his city… he found a man doing the best he could for his family.

And Peter in all his power had decided to ditch the one girl in the city who took time to hang out with him and actually liked the boy for himself.

This is for the greater good, he reassured himself. The boy knew that being selfish with his abilities would bear a terrible price and he would likely not be the only one paying for it.

Another memory of his uncle ben died in his arms was all the motiviation he needed in order to bring the Vulture to justice.

The boy jumped across several rooftops until both his and Trixie's house were In sight.

The boy leapt another house and then landed on the roof of Trixie's Neighbor. The boy looked down and praised his luck when his eyes caught upon Adrian tombs car parked in the driveway.

The boy leapt from the roof onto the wall of Trixie's house then began to crawl on the surface. A light shown in the window of the house closest to the boys home. Peter crawled into the back of the house and stealthily hid under the window frame.

Adrian's muffled voice could be heard from where Peter stood. The boy peaked up for just a second to see tombs in a bedroom sitting atop a king sized bed with a burner phone on his ear.

"Yeah, I got it right here." a muffled voice which Peter couldn't make out enough to hear the words.

Adrian nodded his head along with the voice, grunting lowly.

"Anyone who knows of the flashdrive has been taken care of."

The voice heightened itself loud enough for peter to hear every fifth word.

"Yeah Spiderman has been dealt with." Adrian confirmed, his hand clasped around the edge of the bed, his body tightened as the voice on the other line continued to speak.

"Currently six feet under, buried in cement."

a silence filled a span of seconds. The darkness had fully taken over and the moon hung like a black disk in the sky. Peter felt the hair on the back of his neck stand on end.

"Yes I ripped the mask off his head, But, I didn't recognize who it was."

The voice once again blared loudly.

"Don't take that tone with me, I did my best. Remember this was your fuck up Hammer."

The voice continued the yelling match, each word came out as static.

"No I didn't think to take a blood sample." Adrian yelled leaping to his feet and then sharply turning around to facing toward the window, greeted by the night sky outside.

Peter took in a breath, clinging to the wall underneath the window.

"Because Hammer, I was fighting for my life and when I had him good and dead the cops started showing up. Turns out your big flight suit makes a lot of noise."

"don't be mad at me because your scientists cant make a faster then light suit that doesn't sound like a goddamn jet engine everytime it sets sail."

a clear dial tone echoed off the line and a crash followed by adrian scream.

"Dumb, motherfucking, piece. Of. Shit!"

Nows my chance. Peter crawled up to the window, opened it slowly, then entered the house.

"Having trouble with your gun daddy Tombs?" Peter asked standing from his crouch. Straight backed with his arms at his side, a cold look at his enemy worn under the mask.

Tombs meet Peter's gaze unflinchingly.

"Didn't I tell you to show my niece a good time? You know I have to kill you now, don't you?" He spoke with the same tone that a boss would take to a disobedient employee. He took a couple steps putting the bed between him and Peter.

Tombs removed his coat careless throwing it on the bed then turning his back to his enemy.

"We don't have to fight. You can turn yourself in and we can take hammer down together."

Tombs snorted then opened the closest revealing a mechanized gray block shaped suitcase. He pressed the button on the handle of the case and it shot open with a hiss revealing the black and green mask of the vulture. "Why would I do that?"

"to be the man your niece thinks you are. The man we both know you can be."

Adrian held the mask in his hand, a staring contest between him and the goggles of the helmet. The man placed the mask to his head then mumbled to himself a prayer.

"So that's a no."

In one quick motion adrian dropped the mask and as it fell he reached in his pocket drawing something then throwing it like a dagger toward peter.

The boy snatched the projectile in midair as it reached him. Instead of the dagger he expected peter saw a thumbdrive.

The clank of the helm hitting the floor rolling on its side the goggles meeting peter's eyes.

"I'm giving you a chance. That flashdrive has all of hammers dirty dealings in canterlot." The man huffed then reached into the suitcase.

Peter looked at the thumbdrive then back to tombs. "Adrian, be better, come with me… we can negiotate protection for you."

"It's not me who needs protecting peter. I said I gave you a chance. It takes five minutes to put this infernal suit on and get it started. After that… im going to come after you."

Peter nodded his head and then turned his back to tombs. "I'm sorry it had to be this way adrian."

"I know peter, I know…" The man replied somberly. Picking the helm from the floor.

Peter leapt out of the window, grabbing the side of the house crawling to the roof. A running start across the rooftops followed by peter leaping over the roof while changing his webfluid for his last fresh containers. The boy jumped off the roof and then shot a web shot.

Okay here is the plan. Get to the police department with the thumbdrive, don't let tombs kill me, and somehow not get discovered by hammer labs with my identity. what could possibly go wrong.

A chance to be better

Author's Note

AN:

Here it is the last chapter of the first arc, after this we will have the epilogue and I have to say I am happy with every last one of you who have supported this story regardless of what site you read it on or whether you commented or not. You all make writing worth it. Thank every last one of you.

A chance to be better

Peter took in his situation as the world around him slowed to a crawl. He had a broken leg, cracked ribs, and a man in a faster then light suit barreling towards him.

Well that could have gone better, Peter thought as the vulture zoomed toward him for one final attack. Looks like this is do or die time.

The boy lifted his hand toward the billboard that the Vulture hit and shot his web strand. Zipping out of the way, peter felt tombs talon graze his back throwing him of course and making the boy roll into a ball landing on his shoulder with a sickening crunch.

The boy turned to see his foe lying face first, a huge dent on the wall. Bits of circuitry scattered around Adrian's body. The boy let out a sigh of relief picking himself up but his wobbly legs force him back to his seated position.

Gumming up the wings… actually worked. Peter thought between breaths.

The groans of his enemy stirring force Peter steady himself on his elbows.

"Oh great, looks like round 3." Peter said watching as tombs rose to his feet then… feel onto his back.

"Nope, i'm done." The man said also leveraging himself on his elbows. "Damn hammer, couldn't make a proper helmet to save his life. What's the point of a faster then light suit if the helmet doesn't protect from crashes of equal force… agh, my head fucking hurts."

"Was it all worth it. Tombs."

"Not a second of it." He groaned grabbing his head. "I wanted to quit more times then I could count but if hammer knows anything its how to make people do what he wants."

"I promise to protect your family just like i'll protect all of canterlot city."

Adrian chuckled then coughed like his lungs were gonna come out. "You mean that don't you?"

Peter nods his head.

"Alright bullet junior, i'll turn myself in." The man said picking himself up using his hand to lean against the wall.

"Thank you tombs. For a second there I thought we would have to fight again and I don't about you but every part of my body feels like its on fire."

"Wait until you get older kid," The man chuckled more then hacked up spitting blood on the ground. "Take care of trixie and if anything happens to her I will take care of you… got it."

Peter nodded his head. "I promise."

Sirens hovered in the distance as tomb took labored steps toward peter. The men fell to his knees then offered his hand. "Let me help you up."

Peter took his hand then with the leverage picked himself on his own two feet.

"You got any web left?"

"Enough to get me home."

Adrian nodded his head. "good, now get out of here and leave the flash drive."

Peter placed the drive in Adrians hand then turned around.

"I'm trusting you tombs."

"That was your first mistake… just like your dad." Adrian laughed.

Peter shot some web then soared high turning his head to Adrian. "It was a nice battle tombs, you were a worthy enemy."

Peter could make out through the half destroyed mask a smile from a man who was more then an enemy, he was a family friend, and a victim of the true villian… justin hammer.

I swear on uncle ben's grave I will bring down justin hammer.

Epilogue

Peters body felt like it’d been hit by a truck and it might as well had. The boy returned home late in the night and went straight to bed.

Luckily his healing factor even though not all curing had fixed his shoulder and ribs but his leg though not broken was still sore. The boy walked through the halls of canterlot high with a limp and felt his body turn against him with each step.

The boy saw standing by his locker the girl whom he had ditched last night.

Trixie looked peter up and down, a sad look on her face.

“What happened to you, peter.” Her voice eeked with concern as she looked at his leg.

“On my way home I got hit by some debris during the battle between spiderman and the vulture.”

Trixie crossed her arms then sighed. “Oh, another thing that was my uncles fault.”

“Are you doing okay?”

“Not really, I found out my uncle was a supervillian and I cant even keep a boys interest enough for him to want to stay at a dance with me. I guess my family just doesn’t have much luck.”

“Trixie, i’m sorry for ditching you but I will make it up to you.”

Trixie turned her head. “Peter, its not you. My uncle adrian was my best friend… and I hate to think that I was foolish enough to believe that he was a good guy.” Trixie then sniffled.

Peter put his hand on trixies shoulder, catching the girls attention, “Sometimes… good people, do bad things.”

Trixies eyes lit up with starlight. She then pouted and turned “Don’t think this gets you out of trouble for ditching the great and powerful trixie. She demands that you do a make up date for her and make it fun.”

Peter smiles. “How’s about we go to the magical showcase next week. You know with your favorite stage magicians being on the grand stage.”

“Don’t get trixie’s hopes up. Those tickets have been sold out for months.”

Peter then pulls two tickets out of his pockets. “Then what are these?”

Trixie side eyed peter then jumped forward and grabbed the tickets. “Oh my gosh, ohmygosh, ohmygosh, peter how did you get these.”

Trixie leapt at peter and hugged him with a squeal.

“Let’s just say they were a gift from a family friend.”

Peter remembered the call he got first thing in the morning from adrian tombs who told peter where to find the tickets and to have his niece home at a reasonable hour.

The Boy hugged trixie back then looked out the window at a bright sunny day.

I still have a lot to learn at being a hero. But I know I can make you proud uncle ben. I love you , wherever you are. I hope you know that you gave the world… me… inspiration to be better.

Author's Note

AN:

Alright everyone I would like to say once again thank you for all your viewership. When I started writing on fimfiction I was so scared of not being accepted but I found people who liked my stories and I cant thank you guys enough. Sorry that my chaper lengths are so all over the place but it is how I write so please leave one more comment on this epilogue because after this im gonna take a break and finish my changeling prince because it seems a lot of people like that one and then im coming right back here. Thank you… also woo! Another double update.. im so tired.

Sequel is out

Hello everyone i am happy to annouce that i am back on my spiderman writing kick. i have just released the second arc in the hero of canterlot series and would love you all to give it a read. thank you all and enjoy the dazzling debut.