Spider-Man - Book 1: Power & Responsibility

Chapters

Chapter 1: The Spider
Chapter 2: Big Change
Chapter 3: Superpowers
Chapter 4: Spider-Man vs Crusher Hogan
Chapter 5: Rage
Chapter 6: Great Responsibility
Chapter 7: A New Leaf

Chapter 1: The Spider

On the wrist of a gloved hand stood an eight-legged jet black spider, motionless. Its eight eyes gazed upwards at the human who peered down upon it. The center of the arachnid's round abdomen bore the inscription of two zeroes. Anticipating the ideal opportunity to strike at anything it perceived as a threat, its dagger-like fangs twitched with eagerness.

In the palm of their hand, the founder and CEO of Oscorp, a man by the name of Norman Osborn, held the radioactive arachnid. With a smirk, he regarded it as perhaps his greatest creation.

When Norman was a kid, he exhibited exceptional academic performance, which was recognized by his educators who observed his brilliance surpassing that of his peers. Leading to his advancement through several grades. However, his personal life was not as fulfilling. His father, an unsuccessful entrepreneur and inventor, subjected his wife and son to regular abuse, which may have contributed to Norman's increased focus on his academic pursuits.

Norman enrolled at the Massachusetts Institute of Technology, where he graduated at the age of 18, setting a new record as the institution's youngest graduate. His academic achievements instilled in him a sense of destiny, and he subsequently established Oscorp Technologies. Initially, his endeavors were successful, and he relocated to New York City, where he acquired a grand residence with his early profits. Additionally, he entered into matrimony with a woman named Emily.

Norman was destined to follow in his father's footsteps, as evidenced by certain indicators. Last year, the company experienced a downturn, and Norman was compelled to mortgage his residence and exhaust all available lines of credit to maintain the company's solvency. It didn't take long for the scientists employed at Oscorp to privately expressed doubts regarding Norman's capacity to manage his own company. Some were apprehensive that their own careers were in jeopardy as the company's future remained uncertain. Norman devoted two entire workdays to persuading board members against staging a boardroom coup.

Sometime later, Norman met a fellow scientist in Otto Octavius and befriended him. Norman helped fund Otto's work through Oscorp. In June of 1984, Harry was born but his wife died later on. Leading up to where he is now.

"You a fan of Greek, mythology, Justin?" Norman inquired, his smirk unwavering.

"Can't say I have, Mr. Osborn." Justin replied.

"Ever hear the myth, Arachne?" Norman added. "The story goes that Athena—you know Athena, right? Seems she heard there was this woman on earth, a mere mortal, like you and me - who happened to be a better spinstress than she was."

"Spinstress?" Justin repeated with bewilderment.

"Athena wasn't happy to hear this," he continued. "And she came down to earth to destroy the woman's creations."

"Sounds like a woman." Justin commented.

"When this mortal girl saw what had happened - that she had insulted the Gods and that her life's work had been destroyed - she hanged herself."

Norman rubbed his finger above the spider's head.

"Athena took pity on the poor girl, and touched her on the forehead with magic liquid and said: 'You shall not die, Arachne. Instead you shall be transformed and weave your own web forever.' At Athena's words, Arachne shrank and blackened. First her nose and ears fell off. Then her fingers turned into legs. What was left of her became her body, out of which she spins and was left to spin her own web."

Norman graciously handed the radioactive spider to an employee who was donning a hazmat suit. With utmost care, the hazmat individual delicately returned the spider to its enclosure and securely sealed the lid. As Norman and Justin proceeded deeper into the laboratory, the observant spider remained vigilant.

Just as the duo departed, the arachnid swiftly detected that the lid had not been completely closed and began to ascend slowly. Its legs trembled as it sensed the electrifying presence of its own venom coursing through its body. The arachnid comprehended that in order to liberate itself from this altered, radioactive venom, it required a host. Emitting a faint hiss, the arachnid gracefully leapt off.

The heart of New York City is a bustling metropolis, teeming with life and energy. The great city is home to a staggering 8,804,190 people, spread out over an impressive 300.46 square miles. Skyscrapers and towers rise up from every corner of the city, creating a stunning skyline that is truly awe-inspiring. Cruise ships sailed through the waters that stretch out for miles, passing by the iconic Statue of Liberty. The sidewalks are flanked by a wide variety of establishments, including fast-food restaurants, malls, museums, restaurants, cafés, and bookstores, all lined up like dominoes.

A vast multitude of individuals of varying genders were milling about the bustling sidewalks. The jovial sounds of children's laughter and giggles filled the air as they spent their leisure time frolicking in the park. Adults dressed in business attire navigated their way through the crowds. The streets were abuzz with the sounds of cars traversing from different directions, while trucks rumbled along the roads, each headed towards their respective destinations.

Despite the undeniable beauty, there is one issue that has troubled the hearts of every man, woman, and child.

New York’s natural splendor is marred by the presence of crime. On some otherwise peaceful days, the tranquility is shattered by the alarming sirens of law enforcement officials pursuing robbers in speeding cars. Fear and paranoia fill the hearts of concerned parents, who worry about the safety of their loved ones. Crimes are committed on a daily basis, ranging from robberies and burglaries to car thefts. This unfortunate reality is a source of great concern for all who call New York home.

Located a mile away from the ongoing conflict, beyond the bustling city that divides crime and New York, is a grand edifice known as the Midtown High School. The lengthy corridors are adorned with numerous lockers, while the classrooms are equipped with several desks where students attend their daily lessons. The janitors diligently sweep the hallway floors, ensuring that no anomalies such as crumbs or dust are left behind.

A pale yellow car journeyed its way through town.

An elderly man named Ben Parker, smiled warmly and whistled cheerfully as he drove his new car through the town. He wore a brown coat over a white button down shirt. His brown jeans hugged his shapely legs perfectly. His shoes were brown leather loafers that had seen better days, but still looked like they had been recently polished. Wrinkles framed his chocolate eyes and his thinning gray hair was combed back, just like it always had been when he was thirty.

It was a beautiful morning in April, and the road before him was nice: smooth concrete and clear. Not a single pothole was to be found. The sun shone brightly, and there were no clouds in the sky. Ben Parker was a forty-two year old operation manager of the non-profit organization called F.E.A.S.T. Yesterday he had come to Queens with his wife and nephew to move into their apartment—as a beginning to their new lives together. Moving into the new neighborhood had actually been his wife's idea; for weeks May had filled his ear about the wonderful Canterlot High-school, and how good it would be for Peter to go there.

Seated beside him, Peter Parker adjusted his glasses as he gazed out the window at the apartments lining the street. He turned to glance towards the driver. Ben Parker was driving the car with ease and skill. His face, despite being mostly gray hair, was animated. As he drove, he hummed to himself, tapping his fingers on the steering wheel.

"So Peter, are you excited to start your first day in your new school?" Ben asked, turning his head to regard his nephew in the passenger seat. Peter glanced over at him.

"Hmm? Oh yeah, I am Uncle Ben." Peter replied, nodding in agreement. "It might be a little nerve wracking, though."

"Oh, really? Well you shouldn’t worry too much, Peter. You’ll be fine." Ben smiled at his nephew once again. "Now, I know it must be hard having to leave our old home. But I can assure you that once you spend more time here, everything will become very familiar. We will get used to living here," he chuckled slightly. "After all, you can't deny that New York is quite a sight to behold!"

Peter nodded and hummed in response before redirecting his gaze back out the window. They continued driving in silence. After a few minutes they reached their destination. Ben parked the car outside of the school building.

"Alright! We're here!" Ben announced, looking out the front windshield and smiling brightly at Peter. "You ready Peter?"

Peter nodded with a smile.

Peter opened the door and hopped out of the car, stretching his legs. His backpack strapped to his right shoulder blade. He closed the door behind him before turning to meet his uncle's gaze.

"Have fun Peter, I'll pick you up after school." Ben said, giving his nephew a thumbs up before putting the car in reverse and driving away. Peter watched the vehicle get smaller until it disappeared from view.

Peter sighed softly then turned to face the school and started towards the main entrance. Once he stepped inside, he looked around. He stood in the center of a corridor with two long pathways on each side. The hallway walls and ceiling were painted white, with large windows on both sides of said walls.

He turned to his right and began walking down the hall. He looked at a sign at the end of the corridor reading 'Room 7 – Classroom 4' and headed in the direction it indicated. He passed by three doors along the way, which he assumed were classrooms. One of the doors was open, but a woman's voice could be heard coming from within. Curious, Peter peeked into the room.

Inside was a classroom packed with students. Most of them were sitting on desks while they conversed or discussed whatever subjects caught their attention in class time. One girl student sat alone near the front, writing on a notebook furiously. Three girls giggled with one another nearby, laughing as they talked and joked with each other. An older lady with glasses stood next to her desk watching over all of them. She could be the teacher, as far as Peter could tell.

Her long brunette hair was tied in a ponytail. She wore glasses, an emerald long sleeved shirt, and blue jeans. There were bags under her eyes that suggested she had stayed up late doing paperwork. She turned her head and her eyes met Peters. In return, she gave Peter a slight smile.

"Peter Parker, I presume?" Stated the teacher matter of factly. Her accent was strong, but not thick enough for Peter to be able to make out any words beyond that. She seemed to have expected Peter's response and waited expectantly.

After a moment, Peter responded, "Yes ma'am." He said politely. The woman's lips widened to a slight small smile.

Peter moved on into the classroom and stood next to her. The teacher cleared her throat, grabbing every student's attention. Everyone turned their heads to stare at Peter and the teacher.

"Hello class. Please, take note of my name. I am Ms. Jane Foster, your new teacher today. Now before we begin we have a new student joining us. This young man has recently moved into Queens." Ms. Foster gestured to Peter. "Go ahead Parker - introduce yourself."

Peter glanced around the room. Every student was staring at him with curious gazes. He cleared his throat and introduced himself once again in a polite tone.

"Uh, Hello. I'm Peter—Peter Parker." He smiled awkwardly and waved. Some of the girls giggled and others frowned slightly while shaking their heads disapprovingly.

"Go ahead and take your seat, Parker." Ms. Foster motioned toward the empty desk in the back corner of the classroom. Peter nodded his thanks and made his way over towards his designated seat. He quickly took off his backpack and placed it next to his feet.

As Peter settled into his assigned seat, he looked from the corner of his eye and saw a hand stretched out in his direction. Turning his head, he faced a tall boy with orange hair and a wide grin.

The boy extended his hand. "Hi. I'm Harry Osborn, but my friends called me Harry. At least they would if I had any." He chuckled. "It's nice to meet you."

Peter's eyes darted from his hand—to Harry's face before he shook his hand briefly.

"Nice to meet you too." He answered.

Harry grinned again, and his hand returned to his lap. "Let's talk after class, alright?"

Peter nodded. "Sure. Sounds good."

Class proceeded with great speed. Peter listened attentively as Mrs. Foster spoke, providing explanations for the various subjects that would be covered in the textbooks and books of varying sizes. History, chemistry, physics, and some biology were among the subjects listed. Throughout the class, Peter dedicated most of his time to meticulously transcribing the details of each topic into his notes.

As the bell rang, Peter closed his notebook and rose from his seat. He carefully placed the aforementioned notebook into his backpack and grasped the strap, proceeding to exit the classroom. It did not take him long to locate the cafeteria. Upon arrival, he surveyed the crowd, observing that all the students had gathered there. They were clustered together in groups, engaging in conversations that resonated throughout the room. The students conversed, laughed, and partook in their meals.

"Yo, Peter!"

Peter's head snapped in the direction of the shout. He spotted his fellow classmate, Harry Osborn. Sitting on an empty mobile table with two trays full of food in front of him and a large smile plastered across his features. The same smile that Peter had seen earlier. Harry motioned to a spot next to him on the table.

Peter walked over and took a seat beside the curly haired boy.

"So you're the new guy." Harry stated with a smirk. "Thought I do you a favor and start off your day with a sandwich and some milk. My mom always says you gotta get your energy out somehow, right?"

Peter stared down at his tray of food and took in its appearance. The sandwich had been cut into triangles and placed next to a slice of bread. Right hand grabbed the first sandwich and bit into it. The bread tasted delicious and the cheese inside melted on Peter's tongue. The sandwich was followed by pieces of pickles, mustard and ham. He took a second bite before speaking to Harry.

"Thanks." Said Peter.

"No problemo." He gives Peter a thumbs up before he too begins eating his own meal. For a few moments, the pair ate in silence before Hary broke it.

The pair were silent as they ate until Harry cleared his throat.

"So, do you do any stuff outside of school?" He asked Peter.

"No." Peter replied with a shrug of his shoulders. "Not really. What about you?"

Harry shrugged his shoulders. "Same thing. Just hanging out here, mostly."

"You like playing video games?"

"Yeah, sure. Tons." Harry replied with a laugh. "I even have Grimm showdown Redux back at home."

Peter grinned. "Cool." He said simply.

Harry chews down on another piece of sandwich. After swallowing, he speaks again, "Not much of a talker, eh Pete?"

"Sorry?" Peter said, confused by the question.

Harry chuckles lightly, "Well, I couldn't help but notice how quiet you are. And don't worry, I'm not trying to make fun of you or anything. I mean, if someone who isn't very sociable talks to a total stranger, it would probably seem awkward as well." He smiles softly. "But hey, baby-steps, right? That's what my mom used to say."

Peter glanced to the ground. Rubbing his hand to the back of his nape. "I uh…guess I don't have much to say."

Harry gave him a reassuring smile.

"It's okay, that's fair. Not everyone finds it easy making friends." He takes a sip of his milk. "But I like to be your friend, you know?"

Peter glanced at Harry. "Really?"

Harry laughed brightly.

"Of course!" He leaned back in his chair and rested his hands behind his head. "And plus, we've already shared our names so there's that as well. So let's just call each other friends, yeah?"

Before Peter could reply, his world turned yellow followed by a wet splat. He opened his eyes and flexed his nostrils to catch the scent of eggs and bacon. Looking down, he saw that he was covered in eggs. Slowly, he brought a tentative finger to his fingers. The tips were stained with a mixture of both white and yolk. He frowned when he heard laughter around him. He looked up only to catch sight of several laughing boys sitting on the nearby benches.

"You must've gotten your egg mixed with your plate mate." One of them said with a chuckle.

Peter glared at him. The boys laughed harder.

"What, did you just look for a fork to try and get it off yourself?" Another one snickered.

"Ignore them Peter," Harry said. "They aren't worth it."

Peter glanced at him in surprise. Harry was watching him with kind eyes. "You know them?"

"Oh yeah." He replied with a nod. "Everyone in this school knows them."

He pointed at a tall balding chubby young man who wore a black t-shirt, short blue jeans, and converse sneakers. A big smirk played on his lips as he watched the scene before him unfold, leaning back in his chair.

"Let me introduce you to the two wolves of this school: Kenny McFarlane, the popular jock, but everyone here calls him Kong, and his childhood friend Flash Thompson, he's another jock and the popular player of the basketball team." Harry explained. "I highly recommend that you steer clear from them though. They have a history of picking on new students like us—and most importantly—you."

Peter raised a brow. "Have they picked on you?"

Harry nodded his head.

"Yup. But I don't let their insults deter me. At the end of the day though," he continued. "They're just that: noise. I can easily ignore and tune them out whenever we walk past each other. Or when we are walking through the hallways." He adds, smiling proudly. "They don't bother me."

"Are you sure?" Peter asks doubtfully.

Harry shrugs his shoulders. "Positive."

Inside every pillar glass tube, thousands of spiders crawled around their webs. Each thread was attached to a branch that was connected to the ceiling, floor and walls of a massive underground structure. Spider silk was woven between the trees and branches, weaving them together. Each of the arachnids crawled along their web until they reached a certain section of the ceiling and began pulling themselves onto it. Some spiders crawled towards specific places, searching for prey that resided within.

Other enclosures have different spiders living in different habitats, searching for their particular target to eat. Many spiders in the enclosures were small while others were unsettlingly big—the size of a man's palm. Some of them sat patiently in their webs, waiting for a snack that was going to come soon enough.

A group of students stared at the view from one of the observation windows. While they were understandably creeped out by how many spiders they can see from a single window, Peter on the other hand was enthralled. He found his place within the room: his back pressed against the wall with a book held in his hands. He listened attentively to their guide as she explained to them all.

"There are over 32,000 known species of spider in the world. They're in the order Araneae, divided into three suborders." She gestured to the display before her. "Arachnids from all three groups possess varying strengths which help them in their constant search for food. For example, the Delena spider, family Sparassidae, has the ability to jump to catch its prey."

Peter brought his camera up and snapped a picture of the Delena spider in question before continuing to follow what the guide said. It didn't take long for her to move away and allow the class to move to different sections of the building.

Before Peter could snap a picture at one of the spiders, the female guide raised a brow at him.

"For the school paper?" He offered sheepishly. The woman merely nodded her head and continued.

"Next, we have the net web spider, family Filistatidae genus Kukulcania. It spins an intricate funnel shaped web whose strands have a tensile strength proportionately equal to the type of high tension wire."

Camera raised, Peter quickly snapped the photo of one of the nets in front of him. Before he could take another picture, something flicked his ear and he whirled around to find Flash Thompson smirking at him.

A striped hair girl with glasses saw this and frowned at Flash disapprovingly. "Leave him alone." She told him sternly, giving him a sharp glare.

Flash rolled his eyes, unfazed by the girl. "Or what?" He says with a cocky grin. "You gonna give me a good telling off, nerd Sparkle? Because I don't care. I don't need to listen to some girl who lives off reading books anyway."

"What is going on here?"

Three of them turned to see their teacher standing behind him. His eyes narrowed and he crossed his arms. He was a black man who wore a brown buttoned shirt, dark gray pants, black loafers, and a red tie. His chocolate eyes bore angrily at Flash and Kong.

"The next person who talks will fail this course; I kid you not." He adds menacingly.

"Yes sir. Sorry Sir." Flash apologized quickly.

Mr. Harrington gave them all a once over then sighed in annoyance. "Let's go."

The female guide proceeded along the glass enclosures with Peter and the students following closely after her. A young man with pale yellow skin and spiky blue hair walked beside Peter and Harry. He glanced at Peter and Harry.

“You know what’s strange.” He said, raising a brow. Peter and Harry shifted their gaze to him.

“What is?” Harry asked, looking at the young man curiously.

“That jerk’s name is Flash. But my name is also Flash,” Flash pointed out, glancing at the pair. “That’s gonna cause a lot of confusion.”

The female guide cleared her throat for the trio’s attention.

"This grass spider hunts using reflexes with nerve-conduction velocity so fast that some researchers believe it almost borders on precognition; an imminent awareness of danger a spider-sense." She explained. The students listened carefully and kept their attention forward.

Peter and Harry followed close behind the group. Peter turned to Harry and leaned in.

"Those guys are jerks." Peter commented in a hushed tone.

Harry nodded his head.

"Tell me something I don't know." He pointed to a spider in the glass. "Hey, look at that spider."

Peter looked at said spider.

"Some spiders change colors to blend into their environment. It's a defense mechanism." He stated matter of factly. Harry chuckled at Peter's explanation, causing him to raise a brow at him.

"What's so funny?"

"Peter, what makes you think I'd want to know that?"

Peter blinked. "Who wouldn't?"

The class moved along, the pair trailing after them. As Peter continued to observe his surroundings, his eyes landed on a blond hair girl.

Her electric blue eyes were trained on the spiders surrounding her, her expression unreadable to Peter. She seemed to be studying the creatures intently, her gaze never wavering as she took in everything she could see. Mascara rimmed her eyes, making her appear more mature yet still childish. She wore a black square neck shirt with dark red jeans, and black leather boots. Golden bracelets wrapped around both wrists. Her blonde hair was pulled back in a simple ponytail with two purple butterfly clips keeping her hair in place.

The girl was looking at the spider that Peter had snapped a picture at. It dawned on Peter when he realized he's been staring at her for longer than usual. Peter blushed slightly and quickly averted his gaze. Harry noticed this too, noticing Peter's reddening face immediately.

He grinned at him.

"She's gorgeous, isn't she?" Harry commented casually, not taking his eyes off her.

Peter glanced at him nervously then returned to observing the girl.

"Yeah… Yeah, she is." Peter agreed softly. "Who is she?"

"Gwen Stacy." Harry answered simply. "She goes to our class. She's a smart cookie, I tell ya. You should go talk to her."

Peter whirled around again, now facing Harry completely.

"What? No way!" Peter denied vehemently. "Why would I do that? I mean, why would she want to speak to someone like me?"

"Come on man. Stop with your self deprecating crap, you'll be fine." Harry assured him. Peter opened his mouth to protest but was interrupted by the female guide's voice.

"Transfer RNA to encode an entirely new genome combining the genetic information from all three into these fifteen genetically designed super-spiders." The lady stated as she displayed images of spiders crawling around various different structures.

Gwen blinked rapidly and pointed at one particular glass.

"There's fourteen." She noted.

The female guide turned her head at Gwen. Her brow arched up.

"I beg your pardon? One's missing." She said in confusion.

"Yeah." Gwen nodded.

The female guide peered close into the glass enclosures where the spiders lived. Did a head count to confirm the girl's observation; and sure enough, there were indeed only fourteen spiders present in the enclosure. Her heart dropped slightly. That couldn't be right; that shouldn't be possible. She searched around the glass cases and looked for any sign that would reveal where the fifteenth spider could have gone; even looking up into the ceiling if it were there. It wasn't there.

"Oh no." She whispered, her eyes widening in horror. "No, no, no, no! No, no!"

"Is everything alright?" Gwen asked suddenly.

The lady paused, startled by her sudden presence, a knee jerk reaction but she immediately caught herself and calmed down. She shook her head slowly, forcing a smile onto her face.

"Everything's fine," She replied calmly. Gwen furrowed her brow as she studied the lady's face; searching for any signs of deception. "I guess the researchers are working on that one. If you'll excuse me I need to take care of something, I promise I'll be back. In the meantime you can take a look around if you want."

The female guide hurriedly started past Gwen and the students towards a corner of the room. She hid within the shadows, out of sight of everyone else while reaching into the pocket of her lab coat. Pulling out her phone, she scrolled through various messages until she reached the right number then pressed call. After a few rings, an unfamiliar male voice came out over the line.

"Hello?" He questioned, sounding confused.

"Hi. This is Doctor Elizabeth Taylor. I called because….we have a situation."

"What kind of situation?" He inquired warily.

Elizabeth closed her eyes momentarily before answering:

"Specimen double-zero is missing."

The line went silent for a moment until the male's reply sounded; clear shock evident in his voice.

"Double-zero?"

Elizabeth nodded grimly. "Yes."

"Our specimen?" He inquired.

"…yes."

"This is amazing Harry. This is absolutely amazing!"

Peter was amazed with the diversity of Oscorp's advanced technology, the development of new products and tech displaying before him. His jaw hung slack as he stared at an employee wielding two electric whips and whipped them acrobatically.

"Wow," breathed Peter.

Harry chuckled at Peter while shaking his head; He didn't share Peter's love and wonder for high tech.

"Easy, Pete. They're not that amazing." Harry said, shoving his hands in the pockets of his jacket.

Peter turned at Harry, his mouth agape.

"Not that amazing?" Peter was appalled by what his best friend said. "I feel like I'm in heaven! I mean, look at that guy with the electric whips. Oh, oh, or that guy with the hoverboard, or…"

Peter trailed off when he caught something from the corner of his eye. In the distance, he saw a man conversing with one of the Oscorp employees. He donned a white business suit with a black buttoned attire underneath, and a properly tied red tie. Said man was african-american with dark chocolate eyes, and a deep wave haircut.

It was then that Peter realized who he was staring at. He's seen this man before.

"Roderick Kingsley." Breathed Peter.

Harry turned his gaze at Peter. "You know him?"

Peter nodded. "Yeah, my father was good friends with him back when I was like, what, five years old. What's he doing here?"

"Meh, beats me." Harry shrugged his shoulders. "Probably another business meeting with my dad; something that would benefit the company, my dad always says."

Peter and Harry were filled with concern upon hearing a cracking sound. They raised their heads and observed a spider-web crack on the ceiling. The duo's hearts sank as the ceiling started to bulge, ultimately leading to its explosion. Dust descended upon everyone, and fragments of concrete fell. One large piece of concrete was descending directly towards Roderick Kingsley.

"Mr. Kingsley!" Peter shouted, and sprinted towards him.

Before Roderick had time to turn his head, Peter leapt and pounced him to the ground. His world faded into gray, followed by a powerful thump. It was as though a giant mallet had struck the earth. Particles of dust filled his lungs, causing him and those nearby to cough. Everyone remained mute until the dust had passed. There was silence.

After a few minutes the doors swung open. The air was broken by a looping siren. Oscorp's security packed the room, checking on everyone for any signs of fatal wounds or injuries.

Peter stood up with Roderick as they both coughed dust out of their lungs. The duo trotted out of the room with Harry trailing after them. Peter led them out of the room until they were back at the first section of the laboratory.

Roderick placed his hands on his hips. His chest rose and fell while shaking his head, turning his gaze towards Peter.

"Thanks, kid. You saved my life back there." Roderick said, patting Peter's shoulder.

"No problem." Peter said, breathing heavily.

Roderick nodded then walked past him and Harry. Descending down the stairs towards the exit. Peter turned to face his best friend.

"Are you okay, Harry?" Peter asked, his tone laced with genuine concern. Harry waved him off with a reassuring smile.

"Yeah I'm fine, just covered in dust is all." Harry reassured him. Peter sighed in relief.

"Okay, that's good. I'm really gla—"

Peter let out a cry as he felt a sudden surge of pain throughout his body. He instinctively raised his right hand to inspect the source of the discomfort, only to discover a jet black spider that had sunk its fangs into the center of his hand. A cold sensation coursed through his veins, as he gazed into the eight lifeless orbs of the arachnid.

The spider pulled its fangs out and leapt off his hand. Peter's eyes shut whilst rubbing his hand. He was repulsed by the furnace heat seeping through his arm.

"Woah, Pete. What's wrong?" Harry asked, stepping to his friend's side.

"Ow… some freaking spider bit me." Peter responded.

"A spider?" Harry repeated.

Peter groaned. "Man, that thing bit me like a darn cougar."

Harry laughed and patted his shoulder.

"Walk it off, champ. Just think of it as a bite from a house spider." Harry said reassuringly.

Peter nodded, even though he was still trembling. He could feel the spider's venom flowing from his hand and spreading to his entire body. Peter only hoped that it wasn't venomous.

It didn't take long for the duo to regroup with the students, who were situated outside near the bus. After being scolded by their teacher for wandering off from the group, everyone embarked back into the bus. Only Gwen, her friend Liz, the main seven, Peter, and Harry were last to go.

They gracefully boarded the bus and settled into their designated seats. As the powerful engines of the vehicle roared to life, it began its journey forward. Throughout the lengthy voyage, Peter was acutely aware of a frigid sensation that gradually permeated his entire being.

Peter's eyes flickered, his vision began to blur and she promptly fell to the floor, unconscious. . .

Author's Note

A/N: And that’s chapter 1 young readers. I gotta say, it’s been a while since I write any story on this site but it feels nice to come back here. At first, I wanted Peter to make friends with one of Sunset Shimmer’s friends but I discarded it and just went for his best friend Harry instead.

But enough about that, I’d like to welcome new readers, to a new written series revolving our main protagonists: Peter Parker, aka, Spider-Man. In this story, our web crawler will be crossovering to one show that is beloved to every fan in the world - Equestria Girls. I'll be writing his interactions with all the characters, slow character development, and more. The costume choice is of course is default suit from the Sam Raimi film. I will include elements from the movies, cartoons, video games, and comics into this story. All Pictures, and Spider man are owned by Marvel. I do not own Marvel or Equestria Girls.

With all of that said, see you young readers in the next chapter!

Chapter 2: Big Change

Peter Parker awoke with a start and a gasp, eyes flying open. It wasn’t until the second breath in that he noticed he was back in his bedroom. He blinked at the ceiling above him, his chest rose and fell quickly as the last traces of panic faded from his system. The familiar darkness around him didn't help ease any of the tension. He rolled over and stared at the window on his right side. Strips of sunlight filtered through the blinds, illuminating Peter's floor from beneath. With a groan he pushed himself up and swung his legs off the bed, swinging them onto the cool wooden planks of the floorboards below him. Holding his head in his hands, Peter took a steadying breath.

His heart beat erratically in his chest, but his pulse seemed to slow with each passing moment. His breathing slowed and evened out after just a couple moments, the adrenaline rush fading. In the quiet silence his mind began to clear.

Peter closed his eyes and rubbed his temples, feeling the tension gradually seep away. It wasn't as bad this time. The nightmares had been frequent lately--not so vivid anymore, just enough that he could feel the phantom pressure of a spider's fangs piercing down around his throat. And he hated it.

Wait a minute…the spider.

Peter stood upright abruptly, his mind racing again. He brought his right hand up to his view where the puncture wound remained. He looked down at the spot where the spider had bitten him before. The punctures were gone, as if he hadn’t been bitten at all.

Peter sighed and ran a hand through his hair as he made his way into the bathroom, closing the door behind him and flipping the lights on. The lights illuminated the room, making everything look sharper and brighter than it really was. Peter glanced at himself in the mirror. Besides the bandages folded over his shoulder and neck he looked fine. But the memory of what had happened lingered. He still remembered how terrified he'd felt when the spider bit him; that was no small thing, especially considering that he hadn't known what or why it was doing there.

That had been one hell of an experience—Peter shuddered just thinking about it. He reached up and grabbed the washcloth hanging in the sink, using his free hand to turn the faucet handle up to the warmest setting. He wet the cloth and began washing his face. Wiping the dirt off his cheeks and chin, Peter set the washcloth aside on the counter. As he rinsed his mouth out Peter turned and looked at his reflection in the mirror once more.

He frowned a little when his nostrils wrinkled at the smell coming from him. He raised his arm and sniffed at the sleeve of his sweatshirt before immediately recoiling with a cringe. He grimaced in disgust, dropping his arm to his side. He smelled terrible; the sweat on his skin was sticking uncomfortably to his body, leaving a gross odor clinging to him. His shirt must have reeked. He needs a shower.

Bringing his hands down to grab the hem of his shirt he slipped it off over his head, throwing it across the bathroom doorway. Before he could reach for his pant’s however, his hands stopped mid reach and saw something odd in his reflection.

“Woah…” he breathed out, taking in the details of the new image presented before him.

As far as Peter knew he had always been a thin man; he certainly wasn’t muscular. However, he did know he was short; if someone walked past him they would surely notice that fact. Yet instead of being met with the sight of his normal skinny build, he found that the person standing before him was actually quite tall. His arms were strong looking, but not excessively brawny. In fact, it looked like those arms should belong to a gymnast. Even his legs seemed toned and well formed. But what captivated Peter most of all, was his six pack—six perfect abs, in fact.

Peter traces his finger along the hard line of one of them, his mouth falling slightly agape at the view. Peter swallowed nervously, suddenly hyper-aware of his own physique. My muscles looked strong too, he thought absentmindedly. But where did all this muscle come from? Peter lifted his other arm, examining the contour of his biceps and forearms, the flex of his tricep.

“Where did all this come from?” Peter muttered under his breath, still staring at his hands. He balled both of them into fists experimentally, watching as the veins in the palms flexed and bulged against his fingers.

A knock at the door pulled Peter from his reverie, breaking the strange trance he’d fallen into.

“Peter! Are you alright?” May called.

Peter blinked rapidly. He looked back at himself in the mirror and slowly nodded. “Um…I’m fine.”

“Any better this morning? Any change?” May asked, concern evident in her voice.

Peter smiled sheepishly at his own reflection.

“Change?” He looked down at his muscled torso and nodded his head with a smile. “Yup. Big change.”

“Well, don’t stay in the shower for too long. You’re gonna be late for school.”

Peter nodded his head. “Right.”

After a few minutes in the shower, Peter rummaged through his wardrobe and chose to wear a pair of black jeans and a gray turtleneck sweater. His hair was already starting to dry and frizz though, so he brushed it out to make sure nothing stuck. After pulling his shoes on, he checked his phone. No texts from Harry yet. That’s probably good. It would be better to just talk to him at school. Peter shrugged and pocketed his scroll. He grabbed his backpack and headed downstairs to the kitchen.

Uncle Ben was sitting at the table reading the newspaper, dressed as usual in the same clothing he wore yesterday. Pulling away from said newspaper, he turned his gaze towards Peter and smiled.

“Hey, you lookin’ better today.” Uncle Ben greeted as Peter approached.

Peter grinned. “Yeah, never better.”

“Well, thank god. You really had me worried, dear.” May said over her shoulder, her tone one of worry as well as her expression while looking at Peter.

Peter rubbed the nape with his hand. “I’m sorry I’ve made you worry.”

Uncle Ben blinked and pointed at his nephew.

"Hey, you're not wearing your glasses." Uncle Ben remarked surprisingly.

Peter blinked. He brought his hand up to his face.

"Oh, really? Heh, heh, I guess I must've left 'em in my room." Peter chuckled awkwardly.

May smiled at Peter, then motioned towards the bag sitting on the table’s center.

“I’ve already made your lunch.” She explained.

“Thanks.” Peter said, smiling as he moved towards the bag. He peeked inside to find a well-made sandwich inside a plastic container with his name written elegantly in cursive script on top.

Peter unzipped the back pocket of his backpack and shoved his bag inside before zipping it back up. Throwing both arms through the straps one at a time, he starts towards the main door. However, before he could grab the nob, he heard his Uncle call him from behind.

“Hold up a second kiddo,” he says. “I’ll take you to school.”

Peter turned to look at his uncle, puzzled. “Oh, you don’t have to. I’ll just take a Bus.”

Uncle Ben waved his hand dismissively.

“No, no, no, I insist.” He stood up from his chair and walked over to May. Placing both palms on her shoulders and smiles. “I’ll be back soon, hunny. I love you.”

May returned her husband’s affectionate smile.

“Love you too.” She said softly, leaning up on her toes to peck his cheek. Then she turned to face Peter. “Have a nice day, sweetie.”

“Later.” Peter said quietly and gave his aunt a quick hug, then walked out the door with Ben close behind.

Peter entered Uncle Ben’s car, buckling his seat belt as he waited for his uncle to buckle his. He glanced at the window next to him, noticing the car had started up and began moving forward. He closed his eyes and leaned his head back against the headrest, humming slightly to himself as he focused on his thoughts of how he was feeling in regards to yesterday’s incident.

He can still remember the moment vividly whenever he closed his eyes or tried to forget about it; the spider’s hot fangs piercing through the tender flesh of his hand, hot blood dripping down from his wound and flowing freely down between his fingers. The memory is etched into every inch of his brain; he didn’t need to open his eyes to remember every detail.

Peter shook his head, trying to rid himself of the remnants of the horrible memory. He decided to distract himself with thoughts of his childhood, where the streets of queens had been his true home. Both of his parents were white; his mother, a nurse, and his father, a scientist. He inherited his father’s skin, hair, and eyes. But he also carried his mother’s heart; she was gentle, kind, intelligent, and brave.

Physical science was in Peter’s blood. He didn’t care about sports nor did he have any interest in it. He spent his time in the labs where his father resides, inventing and tinkering, learning to find the right way around a problem, to solve it, to fix it, or even to improve upon it—whatever it took it had to work.

He remembered his father as being an intelligent man. His mother was kind and loving, yet passionate about helping people. Her passion had driven her to become a nurse. She loved children, and would treat every child be it toddler or teen as if they were her own. Peter was lucky enough to have his father as a role model during his childhood. His constant encouragement of his intellectual curiosity, and love for the natural world motivated Peter.

For a brief moment Peter frowned. Both of his parents died in a plane crash due to an engine failure while traveling. The tragedy was still fresh in his mind. Peter felt sad remembering the incident. He had learned from such a young age that death comes to everyone, sooner or later. But Peter never forgot his parents. God, no. He never stopped missing them.

Peter glanced at the window. Memories flashed through his mind again: he and his childhood friend, Eddie Brock, playing arcade games together, laughing at stupid things, and reading comic books. They shared many laughs and always got along with each other perfectly. Peter’s heart warmed when he thought about those memories. But then it got warmer when he and Jaune reunited again years later, which still shocks him of how tall he grew.

A small chuckle slipped through Peter’s lips. It never failed to amaze him the first time he met Eddies’ sisters. There were seven of the girls in total. He could still hear their giggles as they played dress up with Eddie, forcing him into wearing many princess outfits and putting on make-up. His lips pulled into a smirk and he shook his head. He couldn’t imagine a worse embarrassment than being forced to play dress up. He knew there was no salvation from Eddies’ playful sisters; it was bound to happen. Thinking back at that time, Eddie had to put up with his sisters on how affectionately they were with him.

Well, he’s lucky to have siblings, Peter thought.

“Peter?” Asked Uncle Ben curiously while driving.

“Huh?” Replied Peter, snapping back into reality. “Yeah, Uncle Ben?”

“What were you chuckling about?” Uncle Ben inquired, looking at him curiously.

“Oh, nothing. Just remembering some past events.” Peter said casually with another shrug. He wasn’t lying.

Peter’s Uncle nodded at his answer.

“Alright.” Uncle Ben’s eyes grew large before letting out a sigh and palming his forehead. “Oh goodness gracious..”

Peter glanced at his Uncle and frowned. “What’s wrong?” He asked.

“I forgot to buy the bananas, eggs, and apples for your aunt.” Uncle Ben gripped the steering wheel and exhaled slowly. “Okay.”

Upon reaching their destination, Ben immediately parked the car outside of the school building.

"We're here!" Ben announced, turning his gaze to his nephew and pat his palm onto his shoulder. “Just like last time, I’ll pick you up after school. Okay?”

Peter nodded, twisting his torso and opened the door. Hopping out of the car while stretching his legs. His backpack strapped to his right shoulder blade. He closed the door behind him before turning to meet his uncle's gaze.

Ben smiled warmly at him and gave his nephew a thumbs up before putting the car in reverse and driving away. Peter watched the vehicle get smaller until it disappeared from view.

He turned to face the school and started towards the main entrance. Once he stepped inside, he looked around. The long halls from both sides were filled with an ocean of students milling about and talking amongst themselves. He saw several faces that he recognized, but not all. Students greeted each other and exchanged small talk, chattering about what they wanted to do after class. A trio of girls passed by him walking forward while giggling amongst themselves.

Peter continued to scan the crowd for familiar faces. When he finally spotted one, a small smile formed his lips.

Harry Osborn.

He was chatting away animatedly with a girl who had red hair tied into two pigtails.

Peter approached the pair and tapped Harry’s shoulder. The boy turned around and smiled when he saw Peter.

"Hey, Pete." He greeted him, placing his left hand into the pocket of his jeans while holding his right hand up for a high five.

"Hey, Harry." Peter returned, returning Harry’s high-five. Harry turned his gaze towards the girl with pig-tails.

“Hey, I’ll see you after class. Alright?”

The pig-tail redhead girl nodded her head. Harry and Peter walked together down the corridor. Passing by students going in other directions.

“So, Pete. You uh, feeling better from yesterday?” Harry asked as he eyed Peter carefully. His eyebrows furrowed a bit as his mouth opened and shut a couple times.

Peter nodded. “Yeah.”

“Ah, that’s good. You got me worried when you suddenly passed out. Least Applejack was kind enough to carry you home.” Harry said.

Peter turned his gaze towards Harry.

“Applejack?” He questioned, quirking an eyebrow.

"Yup, a good friend of mine. She was really worried when she saw you passed out yesterday. She even insisted on carrying you back home.” Harry commented with a small chuckle. “Said she didn't want to leave your side after seeing the state you were in.”

Peter smiled and shook his head.

“I should thank her the next time we meet.” He mumbled.

Following far behind the two boys, Flash Thompson and Kenny McFarlane stalked them with grins plastered onto their faces.

“Wonchu look at that, puny Parker has his back turned? Well, looks like our little friend is about to get his first day wedgy.” Flash said mockingly, turning his gaze towards Kenny. “So, who gets to go first?”

“Well, you already had your first with another runt. I should have this one.” Kenny suggested smugly.
“By all means.” Flash stepped aside and gestured his hand forward. “After you.”

Kenny snickered slightly under his breath and moved forward. Each step was carefully placed as he crept closer towards Peter. Everyone but the two conversion boys watched Kenny creeping closer towards Peter. His arms spread wide in anticipation while his grin widened to reveal perfect white teeth.

A tingling sensation ran down from Peter’s hollow skull to his spine. He halted his tracks and stared forward. There was a second tingle, almost similar to the sensation of electricity running down his spine. It was as though someone had injected a jolt of electricity through his body. He shuddered as goose bumps covered his skin like thousands of tiny ants crawling up his body.

Peter whirled around facing a startled Kenny McFarlane. His hands shot up, grabbing both of Kenny’s wrist and narrowed his eyes dangerously up at him. Kenny yelped in surprise and jerked backwards.

“Back. Off.” Peter stated fiercely while glaring at Kenny.

Kenny gulped, feeling his stomach churn in nervousness. Peter slowly let go of both of Kenny’s wrists. He turned away and started forward down the hallway with Harry following behind.
Leaving Kenny frozen where he stood.

The bell’s ringing signaled to every student in different rooms that class was over. Said students already got up and started their way out of the room. Closing his notebook, Peter stood up from his chair, shoving said notebook into his backpack. Grabbing the strap and starts halfway forward before halting in his tracks.

Peter rubbed his temples; he could still feel the strange tingling feeling running through his head that happened earlier with Kenny. He felt confused and annoyed. Peter shook his head and headed for the door, leaving the classroom.

Upon entering the cafeteria, everyone was already seated on their respective chairs in groups. Laughter, chatter, and conversations filled the air. Some students were talking to their friends, while their other friends were busy on their phones.

"Yo, Peter!"

Peter's head turned in the direction of the shout. Like yesterday, he spotted Harry sitting on an empty mobile table with two trays full of food in front of him and a large smile plastered across his features.

Peter walked over and took a seat beside Harry. Peter opened his mouth to say something but quickly shuts it when he caught something from the corner of his eye. He turned his gaze to see Gwen Stacy from afar, sitting at another table with a group of girls. The world tuned out as he stared at Gwen in silent astonishment. He found himself lost in her electric blue eyes; eyes that made him feel warm and fuzzy. His heart skipped a beat when he realized he was staring too intensely at her. Blushing furiously, he looked anywhere except at her as his ears began burning red.

Peter quickly turned his gaze in time to see his friend Harry staring at him with a wide grin across his face.

"What?" Peter muttered irritably.
Harry pointed toward Gwen, his eyes sparkling mischievously, "You ogling Gwen?"

"No! I'm not ogling anything!" Peter snapped defensively.

Harry let out a chuckle. "Whatever you say, bro."

Peter scowled and pulled out his bag from his backpack. Pulling out the plastic container before opening it up and began eating his sandwich. Before he could take another bite, his mind suddenly buzzed, drawing his attention away from his sandwich towards a girl nearby.

She was adorable, with wide, innocent teal eyes and long, wavy, powder-pink hair. She walked forward with a tray of food in hand. But that wasn’t what caught Peter’s attention. His eyes landed on a puddle of water that she was approaching.

Peter observed as the girl inadvertently stepped upon the aforementioned puddle, resulting in a moist, resounding impact. A startled yelp escaped her lips as she lost her footing, causing the tray she held to ascend into the atmosphere. Reacting instinctively, Peter swiftly vacated his seat, executing a nimble roll upon the floor before enfolding his arm around the descending damsel's midsection.

The girl emitted a gasp as Peter drew her nearer, assuming a protective stance. Her countenance pressed firmly against his chest, her eyes widening as she gazed upward at him, her visage suffused with a rosy hue of mortification. With one hand securely encircling her waist, Peter adroitly employed the other appendage, successfully intercepting the tray's descent upon the aforementioned hand.

The food fell back on the try in perfect
balance and precision. Peter was shocked of what he just did. None more so then the girl in his arms. Peter shifted his gaze towards her.

“Are you okay?” Peter questioned with concern etched onto his face. The girl remained stunned as she blinked owlishly at him.

“Um, yes.” She muttered shyly, averting her gaze downwards. Peter uncoiled his arm off of her waist, allowing the girl to stand straight.

“Could’ve been a bad fall, right? Might wanna watch your step next time.” Peter advised with a smile. The girl responded with a nod.

“T-Thank you,” she said softly before turning and walking off in her direction.

Peter watched the timid girl sit down with her friends who were staring at him. All six of them in awe of the spectacle they just witnessed. He couldn’t blame them though; he was just as surprised as they are.

Peter paused.

Did he just talked to a girl without stuttering his words?

“Peter..?”

Peter turned to his left finding Harry standing in front of him. His face etched awe and admiration. “Wow, man… That was so cool!”

Peter chuckled awkwardly, scratching his neck with a slight grin plastered onto his face. “Uh, yeah, thanks, Harry.”

“When did you learn to do that?” Harry asked curiously.

“Ah, well I don’t know.” Peter replied truthfully. “I guess my body just moved on its own.”

Harry nodded understandingly. “That makes sense. Hey, I was thinking. Why don’t you and I go to the arcade after school today? You can even pick which games to play and I'll pay.”

Peter thought about it for a moment. Spending time with his first friend sounded fun. Plus he hadn’t played arcades since he was a kid so he was eager to finally get back to the pastime.

“Sure, I’m down.” Agreed Peter.

Harry’s face lit up excitedly, “Awesome! I’m gonna head to the bathroom. Wait for me, okay?”

Peter watched as his friend sprinted off towards the double doors. He gave a small smile at his antics before returning back to his seat. Upon sitting back down, he blinked in puzzlement when he felt something cold. He brought his hand up and looked down at the source.

Peter raised a brow.

A fork was sticking to his wrist.

Peter attempted to shake off the fork by shaking his hand, but to no avail. The fork stubbornly remained affixed to his wrist. Briefly glancing at the individuals surrounding him, who were engrossed in their own conversations, Peter let out a sigh and redirected his gaze back to his wrist.

With utmost care, Peter firmly grasped the handle of the fork and began to slowly lift it upwards, gradually raising the utensil higher. It was at this moment that Peter's eyes beheld a delicate strand of web extending from his wrist and adhering to the fork. A look of astonishment washed over Peter's face as he stared intently at the intricate web entwined with the fork, struggling to comprehend the inexplicable sight before him.

Peter immediately stood up from his seat. He yanked the fork out of his wrist and placed it down next to his tray. He starts forward towards the door, leaving behind his unfinished food. As Peter walked, his eyes were transfixed onto his wrist where the protruding web once was.

His words from earlier today reigned true.

Something has changed.

Author's Note

A/N: And that’s chapter 2 young readers! It appears Peter has discovered both his spider sense and his ability to shoot webs in one day! And it’ll just get even crazier for him as time moves on. See you all in the next chapter!

Chapter 3: Superpowers

On Tuesday, within the confines of Canterlot High School, Peter Parker found himself seated at his desk, enduring the seemingly interminable passage of time. His finger gently tapped against his pencil, his body contorted in an attempt to avoid drawing any unwanted attention. Adjacent to him, Harry diligently transcribed notes, the sound of his pen etching on paper filling the otherwise silent classroom. Peter redirected his gaze towards his own paper, methodically ticking the boxes adjacent to the correct answers for his completed homework.

Once more, Peter's finger tapped against his pencil, his mind consumed by the peculiar incident that had transpired recently. Awakening to find himself in the physique of an athlete was one thing, but the discovery of his newfound ability to shoot webs akin to a spider was an utterly bewildering experience. Furthermore, he had also uncovered an uncanny aptitude for sensing danger, a sixth sense that had eluded his awareness until his altercation with Kenny McFarlane just the other day.

He stared into deep space, his mind playing the memory of stopping Kenny in his tracks. Kenny sneaking up behind him, his mind suddenly buzzing like crazy, halting him in his tracks, leading him to where he sat now. There were good benefits after said fight, Kenny didn’t bother him anymore.

At least for now.

However, subsequent to that particular incident, a rather startling revelation had ultimately become apparent to him: during his visitation to the field trip, the arachnid which had inflicted the bite upon him was not of the ordinary variety, and thus must have transmitted certain mutated characteristics that ultimately led to the manifestation of his own unique set of extraordinary abilities.

Peter had thought about telling Harry about his new superpowers but he immediately dismissed the notion. If he were to show Harry or anyone, they would overwhelm him with questions on how he obtained his new spider-powers. Rumors would spread like wildfire within his peer group and amongst the school faculty, and Peter couldn’t afford to face that kind of backlash. So instead, he decided to keep his abilities a secret and maybe spend his free time mastering his new gift.

He will need to ascertain what he is capable of and acquire mastery over his abilities as expeditiously as possible. The query that arises is, what exactly can he accomplish? Based on his understanding, it is evident that the arachnid in question was not an ordinary spider, but rather a spider of a potentially experimental nature. He has somehow acquired its physical capabilities, but what other talents does he possess?

Drawing conclusions from the information he perused in a book at the library, Peter surmised that it was not an ordinary spider with documented characteristics. Rather, it appeared to be a fusion of various species that underwent mutation and coevolution, resulting in the emergence of a unique individual endowed with venomous capabilities. This, at the very least, is Peter's conjecture. Perhaps he possesses the ability to leap great heights, akin to the jumping spider, which can propel itself a distance of ten to fifty times its own body length. However, the production of venom or webs seems to be beyond his purview.

The school bell finally rang as the class began to disperse. Peter packed his things faster than anyone else to make a quick getaway. He shoved his books into his backpack, along with his notebook, pencil case and lunch box. Some of the other students noticed this as he nearly bolted out of the room.

"Hey, where's Peter off to in such a rush?" one of the boys in the class asked, confused about the boy’s behavior.

"Yeah, and did anyone else notice he grew a few inches?" Another boy noted as they and others noticed his strange behavior.

"Who knows. Maybe he's got a girlfriend?" One of the girls suggested. A silent pause descended the classroom before they exploded into laughter.

"Yeah right, who'd want to date that nerd!?" Another girl laughed as they made fun of the introvert nerd.

Gwen and Harry watched Peter leave the class with an arched brow. It would be disingenuous for the pair to deny that they too were wondering why Peter was in such a rush to get out of class. Maybe to avoid getting picked on again by Flash? She didn’t know for sure.

Sunset Shimmer shook her head at their words before exiting out of the room. She was tired of them making fun of his friend. It annoyed her immensely. But she must focus on getting her test done by Wednesday and if she was ever going to pass, she needed to finish everything on schedule today. Sunset halted in her tracks and blinked.

A sudden realization dawned on her.

Wait a minute, Sunset thought, was that guy from earlier always tall..?

The bus arrived at their destination in a timely manner. The students disembarked one by one, with Peter and Harry being the last to alight. After Peter and Harry said their farewells, he turned away. He scrutinized his hand intently, repeatedly clenching and unclenching it in search of any discernible change. The recollection of him adhering to the ceiling flashed through his mind.

He could still faintly perceive the buzzing sensation in his head.

As Peter continued to stare at his hand, his gaze eventually drifted upwards staring forward. Peter started down the street and walked aimlessly down the sidewalk. The occasional vehicle drove past, and pedestrians continued to stream out of shops and houses. It wasn’t long until Peter stopped at the entrance of an empty alleyway.

Peter stared at the narrow street formed by the proximity of adjacent buildings. He scanned his surroundings, making sure no one was nearby. Peter started forward through the alleyway, taking small, deliberate steps. His eyes darted every which way as he moved. After walking for a bit he halted at the alleyway’s center.

Peter turned his gaze towards the wall. He walked up to said wall and placed both hands on it. He started crawling up, his shoes doing nothing to stop him from sticking to the surface. His concentration worked on sticking with his fingertips, releasing one hand then placing them on the surface again. Effectively climbing the wall like a spider.

Not even his shoes got in the way, as he almost instinctively knew how to make them stick to the wall. Peter ascended higher up the wall as he eventually reached the precipice above the roof. He paused briefly to look around. From where he stood, there were several rooftops stretching out further than his eyes could see. Some people hurried past on bicycles, some on foot and still others drove by in their cars.

He shifted his gaze back to the other roof of a building, only a few feet away. Peter assumed a pose stance to run. His eyes narrowed with determination. With a burst of speed, he sprinted forward. He began pumping his arms and legs furiously as he raced toward the apex.

Peter swiftly retreated his feet, powerfully kicking from his heel, and propelled himself forward. Leaving behind a small crater as both feet slammed into the ground. He leapt with incredible speed as he jumped eighty-three meters in the air, leaving behind a gust of wind.

“WOOHOO!!” Peter cheered as he landed on another roof, causing him to fall onto the ground with a thud.

Peter remained on the ground as he panted heavily. His heart was pounding furiously inside his chest as he tried to regain his breath. It was exhilarating! Peter felt as though he had just taken a flight—one full of exhilaration. As his heart slowed down he gazed down at the concrete beneath him.

After several seconds, Peter slowly stood up. He stretched out his body languidly, feeling a wave of satisfaction wash over him. He looked ahead at another rooftop and smiled. Peter proceeds to run forward and jumps to another roof, cheering with excitement as he makes his way toward another rooftop. He leapt upward once more, reaching the same height as he had the previous time and began running toward yet another rooftop.

His heart was racing in his chest. He could hear it beating rapidly as he raced across the roofs and across the neighborhood. Wind whipped past his ears, blowing his brown hair wildly across his face. The sun was hot above him. He continued sprinting until he landed onto another rooftop.

Peter turned his gaze towards a nearby warehouse. He quickly made his way towards the building’s entrance. After opening the door to the warehouse, Peter walked inside. He looked around. No one else was present, and judging by the amount of work laid out neatly on the table, the place seemed abandoned.

Old cars with no wheels were lined up in display, along with old machinery which may or may not have been used for some sort of maintenance. Peter surveyed the interior of the building. There were numerous boxes containing assorted tools stacked against one wall and shelves lined with glass jars filled to the brim. Peter walked towards the cars, examining their condition. They were mostly untouched, but one of the cars did appear to have suffered considerable damage.

The paintwork was cracked and worn from years of exposure to the elements. Judging by the size of the vehicle, Peter guessed that it wouldn’t take too much effort to repair the car and return it to its original state. Peter's eyes momentarily shifted from his hands to the wrecked car before him, and his lips twitched upward in a small smile.

Peter slid his hand under the car then slowly and effortlessly lifted it up. Outstretching his left hand he places it at the vehicle’s belly, lifting it up as high as he can manage while maintaining its balance. Once Peter had a good grip he hoisted up the damaged car above his head with ease. Peter couldn’t help but laugh gleefully. He held the car for several moments before setting it back on the ground.

“Haha! Man, I feel like Hercules! I love that freaking spider!” Peter grinned, his eyes dancing with mischief as he reminisced over this moment. “Man, this is amazing! I still can’t believe this is happening. I have superpowers. Real powers!”

Peter blinked and glanced at his phone, noting the time: 1:17. As much as Peter desired to continue testing his strength, it would be prudent to make his way back home; he would not wish to cause any concern for Uncle Ben and Aunt May.

With utmost discretion, Peter departed from the warehouse and effortlessly leapt back onto the roof, ensuring that no one observed his departure. From one rooftop to another, he gracefully traversed until he safely landed in the alleyway. Exiting the aforementioned alley, he proceeded to stroll along the sidewalk, making his way towards his humble abode.

There he could conduct some secret experiments with his new gifted powers.

Author's Note

A/N: And that’s chapter 3 young readers! Not gonna lie, I was planning to make this chapter longer but decided to keep it short; just so to avoid draining myself, and focus on other stories I hadn’t worked on in a long time. Next chapter will feature Peter’s future villain and his fight with crusher hogan. With all of that said, I’ll be taking my leave. See you all in the next chapter!

Chapter 4: Spider-Man vs Crusher Hogan

Uncle Ben drove his car with his nephew by his side through the city of New York. An ocean of individuals of two genders filled the streets, and adults in business attire navigate their way through the crowds. The sounds of cars and trucks can be heard as they travel in different directions.

Uncle Ben glanced at Peter with concern adorning his countenance. For the past few days, he had seen his nephew acting quite weird. Neither he nor May couldn’t recall the last time they had ever spoken to Peter. His normal daily chores had decreased, and to top it all off, Peter had been doing strange experiments in his room. Experiments that Ben still couldn’t wrap his brain around.

Uncle Ben faced the road. With all of this in mind, he knew he could not let this be. Peter is a good kid; he knows it, and May knows it as well. But this? This was just stupid, even for someone as smart as Peter.

All the more reason to have a talk with his dear nephew.

He’ll never know if he’ll get another opportunity like this again.

“Thanks for the ride, Uncle Ben.” Peter said, about to reach for the handle. Uncle Ben tapped his hand on Peter’s shoulder.

“Wait. We need to talk.” Uncle Ben

“We can talk later.” Peter insisted. Uncle Ben shook his head.

“Well, we can talk now. If you let me.” Uncle Ben persisted, frowning at him.

Peter raised a brow at his uncle. “What do we have to talk about? Why now?”

“We haven't talked for so long,” Uncle Ben began, his tone laced with genuine concern. “May and I don't know who you are; you shirk your chores. You have all those weird experiments in your room, and you start fights at school.”

“I told you I didn't start that fight.” Peter remarked.

“You sure finished it.” Uncle Ben retorted.

“Was I supposed to run away?”

“No, you're not supposed to run away, but…”

There was a pause between the two.

“You're changing. I went through exactly the same thing at your age.” Uncle Ben said, smiling at his nephew.

Peter couldn’t help but chuckle.

“No. Not exactly.” Peter replied.

Uncle Ben’s smile didn’t waver.

“Peter… These are the years when a man changes into the man he's gonna become for the rest of his life. Just be careful who you change into.”

Uncle Ben briefly frowned at the floor.

“This guy, Flash Thompson, he probably deserved what happened. But just because you can b*at him up… doesn't give you the right to.” The elderly man placed his hand on Peter’s shoulder. “Remember, with great power comes great responsibility.”

Peter blinked at Uncle Ben in bewilderment. Great power? Great responsibility? What in the world is he talking about?

“Are you afraid I'll become a criminal?” Peter was confused. “Quit worrying about me, okay? Something's different; I'll figure it out. Stop lecturing me.”

Uncle Ben sighed.

“I don't mean to lecture or preach. And I know I'm not your father.” He replied, placing his hand over his heart. Peter glared at his uncle

“Then stop pretending to be!” Peter shouted, frustration lacing his tone.

There was silence between the pair. Uncle Ben sighed before turning away from Peter.

“Right.” Acknowledged Uncle Ben. “I'll pick you up here at ten.”

Peter opened the door and hopped out of the car by stretching his legs. His backpack strapped to his right shoulder blade. He closed the door behind him before turning to watch Uncle Ben putting the car in reverse and driving away. Peter watched the vehicle get much smaller from view until it disappeared behind a building’s corner.

Peter let out a disappointed sigh before turning away down the sidewalk. Starting forward towards his real destination not too far away.

A sense of regret gripped Peter to the core.

Peter Parker walked up and stood before the mirror. He gazed upon his costume in the reflection of said mirror, a blend of pride and satisfaction emanating from his being as he admired the ensemble he had meticulously crafted. For a few days, Peter had dedicated himself to the design and construction of this garment, fashioning it with his own two hands. The costume predominantly featured a crimson sweater, black jeans, boots, and a mask. A web-like pattern gracefully adorned the crimson sections of the suit. Additionally, a red spider insignia embellished the center of the chest, while a larger spider emblem graced the back.

Given his limited expertise in the realm of sewing and sewing machinery, the process of fabricating this suit proved to be arduous for Peter. However, his perseverance was handsomely rewarded in the end. Now, he stood before the mirror, donning his inaugural spider costume, a heartfelt tribute to the genesis of his extraordinary abilities. Yet, his elation and fascination were momentarily eclipsed by a new concern that had entered his mind.

What should I call myself? Peter thought.

Peter cupped his chin with his palm as he pondered the question deeply. The ‘Human Spider,' was the first name that came to his mind but he quickly discarded it due to its ridiculousness. The next option was to go with ‘The Spider,’ but even thinking about calling himself such a childish name didn't really resonate with Peter. Before he could ponder any further, he heard the door swing open behind him. Peter looked over his shoulder to see a middle-aged man in a yellow tuxedo approaching him.

Peter recognized him as the promoter, the boss of the wrestling show.

"Gotta say kid, you got a nice suit there," the promoter said, pointing at Peter's suit with his cigar. "You made that yourself?"

"Uh, yeah. Took a while to put together though." Peter replied.

"I see," acknowledged the promoter, puffing out smoke from his mouth. "Have you thought of a name for yourself yet?"

Peter turned away from the man when he noticed something on the bench. Two stacked books laid on said bench — Along Came a Spider by James Patterson — and — The Invisible Man by HG. Wells — were the book's titles. His eyes briefly darted at the words, 'Spider,' and 'Man,' then began repeating them in his head akin to a prayer. Peter's lenses grew large almost as though he found the answer to his question.

"Spider-Man." Breathed Peter, still staring at the two books. The promoter blinked in surprise."

"Hey, that's not a bad name web-head," the promoter said. "Alright, Spider-Man it is then. Come on Spider-Man, your match is ready."

Peter, now officially known as Spider-Man, trailed behind the promoter down the winding hall. In the arena in Queens, the Unlimited Class Wrestling Federation, or UCWF for short, is hosting the event. A wrestling match has already begun between Crusher Hogan and Bonesaw McGraw. Spider-Man walked down the hall as he's soon to be next. He proceeded to watch the match between Crusher Hogan and Bonesaw McGraw. Bonesaw proved to be a formidable foe but he got picked up and slammed down hard by Crusher.

"Oh! Looks like Bonesaw got his bones sawed!"

The referee goes to the countdown and sees Bonesaw is hurt.

"One! Two! Three! Crusher is the winner!" The referee announced with a shout.

Everyone cheered as Crusher Hogan still remained undefeated, he roared out to the audiences. The medics came in and wheeled Bonesaw out as Peter sees the pain the poor guy is in.

"Now to the next challenge! We have someone new, he's mysterious, he has no name, give it up for... The Amazing Spider-Man!"

Spider-Man came out to the stage, and he was taken aback when everyone booed at him. For a wrestler he's not that much muscular than any wrestler, not to mention his average height. Spider-Man advances down to the stage, still wearing his mask to hide his face. Spider-Man and Crusher came to the referee.

"Alright listen up, you only get three minutes in the ring. If any of you forfeits or gets defeated in three seconds, then you lose the match, are we clear?" The referee briefly shifted his gaze between the two fighters.

"Yeah!" Complied Spider-Man.

"Perfectly." Crusher Hogan added.

"Good luck to you both."

"It's not too late to back out, little man." Crusher Hogan smiled.

Peter didn't grace his opponent with a reply but assumed a fighting pose. The bell rang throughout the arena, commencing the start of round one. Crusher charged to pounce but blinked in bewilderment when he only grabbed air. Just in the nick of time, Spider-Man jumped over him.

"What the..?" Crusher Hogan is confused.

"Too slow!" Spider-Man joked with a chuckle.

Crusher rolled his body around with a growl as he charged in again. But Spider-Man anticipated this. Spider-Man leapt in the air and wrapped his legs around his neck, flipping him down hard.

"Whoa! This is totally unexpected! Can Crusher fare against this new fighter?"

Everyone in the arena booed but others cheered for Spider-Man. They were all amazed at what they were seeing; the newcomer moved so fast Crusher couldn't even touch him. Humiliation filled Crusher to the core. In his mind's eye, he was the strongest man in the ring, and now this newcomer is getting the best of him. He picked up a folded chair and tossed it at Spider-Man. Spider-Man flips back and kicks the chair up.

"You threw a chair at me!" Spider-Man mocks, shaking his head. "Now that's just low."

"Ah! Shut up!" Crusher Hogan yells.

Crusher Hogan charged at him again until Spider-Man flipped back and tossed him hard at the ropes. Crusher slowly got back on his feet as he glanced up in time to see Spider-Man yelped and drop kicked him. Pain flooded his body. Crusher flew out of the ring, over countless individuals' heads and indented himself on the wall.

Everyone stared at the unconscious champion with wide eyes.

The fan's favorite champion that had held the title for years has been knocked out of the ring.

"One! Two! Three! We have a new winner! Ladies and Gentlemen, give it up for Spider-Man!"

Peter watches in awe as an ocean of new fans cheered for him. All of them chanting his name akin to a prayer. He couldn't help but laugh at this display. Never in his life did he imagine he would ever stand here before so many people cheering for him, and that fact alone caused his heart to swell up in joy.

Peter threw both of his fists in the air, cheering in his victory.

Among the cheering crowd of every new fan of the web crawler, Applejack, Rarity, Rainbow Dash, Fluttershy, and Pinkie watched the whole fight go down. Twilight Sparkle was the only who remained silent and just stared in awe. The girls were also cheering for Spider-Man’s first victory as they along with everyone else chanted his name.

Sunset Shimmer, who was sitting next to Twilight, stared at Spider-Man in wonderment.

Author's Note

Whew! It’s been a long while since I’ve last written a chapter for this story. I apologize for the long wait, such is life; and of course my writer’s block. I originally was writing this chapter to be a bit longer but writing long ones can be a bit draining. Next chapter will feature the iconic event that we all know very well. I’ll be taking my leave now, see you all in the next chapter!

Chapter 5: Rage

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Chapter 6: Great Responsibility

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Chapter 7: A New Leaf

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