Spider-Man 1. Origins PART 1

**Hi everybody, it's Marvel11611 here my newest story, The Amazing Spider-man. I have to apologize for not updating my other story "Captain America: Sentinel of Liberty." I just lost a bit of inspiration, but I'm working on it. Anyway, this is a re telling of Peter Parker's transformation into Spiderman. You'll see many old characters and villains and even a few other heroes. This first arc I've predicted to be about two or three chapters. This story took me ages just to start, because the Spidey origins are so important but I wanted to skip them and wasn't sure how to handle them and in the end I just went for it, so if this story seems rushed, that's why. I promise it will get better as time goes on.**

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**The Amazing Spiderman**

**Issue 1: Origins PART 1-**Peter Parker is bitten by a super spider and gains amazing powers, meanwhile, sinister things are happening at OsCorp.

**Cover: **Peter Parker climbing a wall in his normal clothing.

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**New York. OsCorp**

The OsCorp science representative Dr Miles Warren continued to show off the many inventions that OsCorp had been responsible for, but his words were lost on a small teenage boy standing at the back of the tour group.

This boy's name was Peter Parker, he had brown hair and brown eyes that made him look pretty ordinary. He wore glasses and a red t-shirt with a large spider emblem on it, his jeans were normal enough and his black Vans had seen better days.

At the moment Peter was your everyday teenager, but that was all about to change.

What had him so captivated was a certain display screen showing a video of the process taken to create the OsCorp Glider Transportation Device and the screen was currently in an interview with the co-creator of the project, Richard Parker, Peter's father.

Peter had been left with his Aunt and Uncle at a young age because his parents had needed to leave on urgent business. Peter had no idea why they had left him, he only knew that three days later, a government official had shown up at doorstep of the new Parker Residence and announced the death's Mary and Richard Parker.

Peter shook the bad memories out of his mind and watched the video, noticing that the date was about a week before he lost his parents, Peter thought this was curious considering it appeared to be his last piece of work before he left.

This was about the time when Peter realized that his tour group had left him. Peter rushed towards the door to the next room but inn his haste, tripped on his shoelace and tumbled into a side room which, according to the self named "Parker Luck", was currently full of security guards. "Hi," Peter said with a weak laugh.

* * *

Peter swore under his breath as the guards voices grew louder. He backed up towards what he expected to be a wall, but turned out to be extra space. Slowly, the 17 year old turned to see what was behind and found he was once again awestruck at the sites before him.

Hundreds of spider's crawled through a restricted area, spinning webs and creating their own personal territory. But it wasn't the hundreds of spiders that made Peter speechless, it was the one massive spider in the middle.

It had an intricate white, web like pattern on its back with dark green and yellow as a sort of background. Peter wondered why a spider that size would even need camouflage, he highly doubted it was low on the food chain.

Peter decided that the spider was a secondary matter compared to the doors behind him opening despite his clever pass code block. Peter walked across the room, careful not make large movements that could alarm the spiders.

After many slow and tension building movements, Peter made it to the door on the other side of the room and slowly opened it, although at this point it was really just because Peter was enjoying tension building, he had a 99.9% chance of escaping the room.

The door opened enough for Peter to slip through and he regained view of his tour group. Quietly thanking whatever God would listen, Peter walked off to his class.

* * *

The guards burst through the door and fanned out over the small room, but each knew it was futile as they would've already found the boy if he was in there.

The leader, a scientist named Dr. Nels Van Adder, called off the men as he realized that something was horribly wrong.

"Nobody move!" He called out abruptly, "The OzSpider is missing."

**New York. Subway Train**

Peter lay down on the train seat. He was so hot at the moment he worried he would combust. Fortunately, the bench was enough for Peter to fall asleep on. Despite having done no physical exercise save for escaping the guards Peter was completely worn out.

His sleep did not give Peter a reprieve from his ailment.

**Dreamscape**

Peter was running. He didn't where to and he didn't know what from but knew that he was running and that he had to. The area was dark and he felt enclosed, but there seemed to be no end to this room.

"You cannot escape!" A deep and menacing voice behind him said.

Peter continued to run, a sense of dread setting in. "There is no running from destiny," it informed Peter, "Your destiny is great, little spider, but you must accept it," Peter was beginning to tire, "You must accept both sides, not man, but spider, not one, but The Other."

Peter collapsed on the ground but instead of surrendering, he crouched down into an attacking stance and waited for his opponent to attack. The shadow swooped down at him and Peter dodged backwards. Then he raised his hands and folded his fingers into an unknown position and shot a sticky web-like substance at his opponent, who became entangled in the webs.

"I see," The shadow said, "You are strong young arachnid, but my offer remains, you must embrace me!"

**Forest Hills. Parker Residence**

Peter collapsed through the door of his house, sweat pouring off of him. His Aunt rushed over to his staggering form.

"Oh, Peter, what happened?" Aunt May gasped, leading Peter over to the dining table.

"Spider…bite…dream…weird," he mumbled, although he wasn't sure if that was the truth, Peter's memory felt kind of hazy after the spider bit him. He thought back to the moment.

_Peter walked out of OsCorp with a grin on his face, all in all it had been a good day, he and learnt lots, escaped the guards and found out a little about his dad's work. Peter had known his dad worked for OsCorp but he hadn't known how much authority he had. Peter would definitely have to ask his Aunt and Uncle about that. Peter continued onwards towards the train station, whistling tune out loud. He felt something on his arm but regarded it as the wind on his sleeve, failing to notice the large spider he had marveled at just an hour earlier. Peter stopped at an intersection and scratched his head, dislodging the spider from his arm to his neck. The now startled and angry spider took a few steps before biting Peter. "AAHH!" Cried Peter in pain, quickly swiping at whatever had just caused the pain on his neck. Peter watched as the spider fell on the ground and scuttled off to wherever it is that spiders went when they weren't scaring people. Peter immediately felt the effects of the poison in his blood stream as every move felt sluggish and his head felt heavy, he also heard a ringing in his and decided, in a way that only apparent death could tell you, that his brain had been compromised. Suddenly a honking noise mad Peter realize exactly where he was standing, in the middle of the road. The ringing in his head intensified and Peter passed out, or at least he thought he must have because what happened next could only come from a dream, Peter jumped over the car and 20 feet in the air later he landed on a wall. Shocked, Peter clung to the wall for dear life. That was when it hit him, Peter had just clung to flat vertical wall for dear life. Peter jumped backwards off the wall. He closed his eyes and waited for the great pain, but the "dream" ended there because Peter only remembered waking up and jumping out of a dumpster and stumbling away to the subway station._

"Peter, Peter," Peter heard Aunt May's voice and focused on it, "Oh thank God, I thought you were falling into a coma, dear, let me go get you some water." Aunt May once again regained her confidence and began being Peter's mother again.

Peter just sat at the table and blinked, "Weird. Definitely weird!" he muttered to himself.

**The Next Morning Forest Hills. Parker Residence**

Peter got out of bed wearily and went straight to the bathroom down the hall. His Aunt and Uncle heard him stomping and wandered out of their bedroom. They both gasped at the sight before them.

"Oh my! How odd," gasped Aunt May.

Uncle Ben nodded his head in agreement, "Yeah, since when does Peter get up before 10 on a Sunday?" Ben asked.

May hit him over the back of the head, "No, he's not his wearing his glasses Ben," She corrected.

"That too." He added.

Peter turned the tap on in the shower, no water emerged. He looked at the tap and noticed it was gone, then he looked at his hand, the tap was in his hand, the metal squashed in his hand. Peter shook his head, then tried the other tap, this time applying half as much pressure.

The tap turned, but the shower head only dribbled out water, so Peter shook it. The shower head fell off, relieving the water of a pressure build-up so it flew out of the wall, thoroughly soaking Peter with icy cold water. He allowed himself to get drenched for a moment while he pondered his current predicament.

"If this is my new body," Peter thought, "Flash will have to find a new punching bag."

**New York. OsCorp**

"What do you mean the OzSpider is gone?" Norman Osborn said in an eerily quiet voice.

Nels Van Adder quaked at this, he had worked with Norman long enough to know that when he was quite, he was thinking, and when he thought instead of yelled, Norman was at his scariest.

"We were chasing a boy through the tower and he stumbled into the spider's room. When we went in, the spider was gone." Nels explained.

Norman ran a hand through his short red hair and sighed in frustration, "So then get the security tapes." Norman said, motioning to the door.

Nels stared at him, it was such a simple idea yet it was not an easy way out, "Sir, even if we do get a visual on this kid, we may have no idea who he is."

Norman sighed once again, he was losing patience with Van Adder very quickly, "Nels, do you remember what we installed in our last security camera update?" Osborn asked, Nels gulped as he remembered and cursed himself for not thinking properly, Osborn continued, "So run the facial recognition scan on the cameras AND GET ME THAT BOY'S DETAILS!" Norman finished, yelling the last part.

Nels nodded swiiftly and left faster, wanting to get the results of the test back quickly so he could make up for his previous error.

* * *

Nels returned to the CEO's office out of breath, having run as fast as possible to return.

Norman's back stayed turned to Nels, but he spoke first, "I take you got answers." Norman guessed, his voice still carrying some venom from earlier.

Nels rolled his eyes at his boss's anger and threw the papers down, "The boy's name is Peter Parker. A local student at Midtown High, he lives in Forest Hills with his Aunt and Unc…" Nels Van Adder was cut off by Norman who raised a hand and turned around.

"Show me a picture," he said, Nels handed him a photo, "I know this boy," Norman informed Nels, "I want someone tailing him asap. I do not want a lawsuit because this boy may have been bitten by the OzSpider. Also, follow my son as well, Harry and Peter are close friends," Norman said.

Nels nodded, "Why do we need to follow his friends?"

"Because I get the feeling that life for anyone close to Peter Parker is about to get complicated."

**Forest Hills. Parker Residence**

Now that he had woken up, Peter felt much better, better than he had in a long time actually.

Peter remembered the spider, "What is happening to me, first I'm really sick and now I feel like Super-Peter. I definitely need to do some research." He thought.

Aunt May walked out of the kitchen and stood opposite to Peter, "How are you feeling today Peter?" She asked him, her face wrinkled in worry.

Peter smiled up at her, she really was the best aunt, she would do anything for him. "I'm feeling much better Aunt May." He replied.

Peter then felt a hand on each of his shoulders and looked up to see Uncle Ben standing behind him. Uncle Ben smiled down, "You look better to, I thought you might have bleached your skin like that Joker villain from the comics you were so white." Uncle Ben joked.

Peter chuckled, him and Uncle Ben loved comics, Uncle Ben had always taken Peter to his favourite comic stand and it had become a monthly tradition, one of the many traditions the pair had but unlike the others, Aunt May actually enjoyed this one.

Ben then grabbed Peter up, "C'mon Pete, let's have some fun outside. The sun is shining and the birds are chirping, it's about time we practiced your ball skills." Uncle Ben said, trying to encourage Peter out to the front yard.

"Sure thing Uncle Ben." Peter agreed, and ran off upstairs to go grab some shoes.

* * *

Peter chucked the baseball back to Uncle Ben, careful not use too much of his newfound strength. Ben caught the ball and threw it back, Peter caught it with ease and repeated the action, still holding back. Ben frowned, "I don't think you're giving this your all, Peter," he stated.

Peter shrugged, "I don't want to break another window."

"C'mon, give me all you got," Ben encouraged Peter, "I'll even go to the end of the street." He said, walking off and under arming the ball to Peter.

Peter caught it tossed it from hand to hand, carefully thinking the throw over. "AND REMEMBER, NO HOLDINGBACK!" Ben yelled from the other end of the street.

Peter cocked his right arm back and took a couple of steps for a run up before launching the ball forward, but even as it left his hand Peter could tell there was no way that Uncle Ben could make that catch, it was going much too high.

The ball sailed over Ben and went at least another block, landing out of sight. Peter stared at the house that he had just thrown the ball over and then at his uncle who stared back at him with his jaw hanging down from his mouth.

Peter could only think of one word to describe that throw, "Woah."

**New York. OsCorp**

Nels Van Adder was a very busy man at the moment. He could not tail Peter Parker or Harry Osborn at the moment. His stress levels were through the roof, his face had visibly aged and the only sign that he was still in his 30's was the fact that his hair had not turned grey, but he was sure it would in the next three or so hours.

He thought back to what Norman Osborn had said to him at the end of their last conversation, _"Begin human trials with the OzGenes, I want to know what may become of the Parker situation."_

Nels ran down to the lower laboratories. And opened up file after file, but none of the candidates were ready, all were either injured and/or sick and were waiting for the medicinal experiments.

"Where am I going to find healthy test subjects at such short notice?" He wondered.

**New York. Alley**

Peter faced the brick wall and sucked in air. What he was about to do was crazy right? _"No,"_ he reminded himself, _"Throwing a baseball almost 350 yards is crazy."_ He thought.

Peter then put his hand up to the wall and left it there for a second, upon trying to pull it back he found it was stuck. _"Yay me."_ Peter thought.

Then he tried the next hand, same result. Peter slipped of his socks and shoes and put his feet on the wall so he was cling to it on all fours. Peter smiled and began to climb.

Peter got about halfway up the wall before yet another insane idea formed in his head. Peter slowly lifted his hands off the wall so he was attached only by his feet. Testing his stickiness and finding it was satisfactory, Peter Parker began to walk up the wall, then he ran up the wall.

Making it to the rooftop, Peter let out a big whoop, scaring the pigeons currently residing on the ledge, _"That proves it, I'm now super strong and have adhesive hands and feet,"_ Peter thought to himself, "I wonder what else I can do?" He pondered, this time aloud.

That's when Peter remembered his strange dream on the train where he had shot out webs from his wrist. Remembering the hand and finger position, Peter mimicked the movement. Nothing happened. A few more tries proved that he could not produce webs.

_"Can't win 'em all, I guess."_ Peter he moved on from this thought quickly when a new one struck him. Taking a few steps back, Peter looked at the next roof along and so on so forth until he saw no more, they were all evenly spaced and if he missed it gave him a chance to practice using his self dubbed "Stick 'em Powers."

Peter smiled and ran forward before leaping of the roof and landing on the next one. He rolled and keeping momentum got up again and ran forwards. Jumping again, Peter let out joyous cry and whooped, this was by far the most exhilarating activity he had ever partaken in.

Peter kept running and jumping, building after building. Nothing stood in his way and nothing wanted to ruin the moment. But something did, Peter heard the ringing in the back of his head and felt a tingling sensation. Peter looked around, his instincts telling him something dangerous was approaching. That was when he saw the clothesline. Peter had too much momentum too slow down in such a small space, so he did what his instincts told him, Peter jumped.

The line approached and would've taken off Peter's head, but his body twisted and contorted around the line so he missed the object by a long shot. Peter landed on the other side of the roof and stopped himself, perching on the ledge with all fours.

"Wicked."

**New York. OsCorp**

Nels banged the table in frustration. His searches had turned up with zero candidates for him use. His efforts were for nothing. Nels knew that if Norman found out, he would no longer have a job at OsCorp.

Nels turned quickly at the sound of footsteps behind him.

Norman Osborn walked over to him, "Nels, I see you have done nothing in the last two hours." Norman accused him.

Nels began to sweat, he did not like disappointing a man like Norman Osborn. "We don't have any volunteers that can give us accurate results." Nels explained.

Norman walked over to the serum cabinet and looked at the various vials, "That is…disappointing, Nels." He muttered.

Nels Van Adder returned to his work bench, "I can start the search again Sir." Nels informed Osborn, but the multi-billionaire was no-longer listening, instead he was walking over to Nels with a sinister grin on his face.

"Now why would we do that," Norman began, pulling out a vial filled with red liquid. He then proceeded to grab Nels and inject the liquid into his neck, "When we have a perfectly good candidate in our very lab." He finished.

Nels collapsed to the ground, clawing at his face. He felt like he was on fire. He rolled around on the floor, screaming in pain and clutching at whatever body part hurt most.

Norman watched him as he begun to change. Nels' muscles grew, his nails grew into talons and teeth sharpened to the point where they became fangs. His veins turned from their usual blue and purple to bright red, creating a pulsing light effect.

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Nels began to slow down his struggling as the pain subsided. Shakily, he stood up. He was easily half a foot taller and his eyes were now black with red pupils.

Nels surveyed the room and saw a grinning Norman Osborn, he began to advance, "You!" He said, his voice now deep and raspy.

Norman stood his ground, unfazed, and pulled out another vial, "The antidote," he said, "Dr Van Adder, if you ever want to live a normal life again…You will do exactly as I say."

To be continued...

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**So, that's chapter 1, finished. This took me ages just because I needed to psych myself up. So I just got it done, If this chapter seems rushed and un-detailed, that's why, I'll get better as the story goes on.**

**For those of you who didn't already guess, the first villain will be Proto-Goblin, but, he will not be the only in this first arc, I want to give Peter a real reason that this city needs him, so this will be a huge battle.**

**Anyway, See you next time.**

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...In

**ISSUE 2: Origins PART 2**

Peter Parker explores his powers And what are Norman Osborn's plans for Dr. Van Adder, now the monstrous Proto-Goblin!


	2. Origins PART 2

**Hey guys, chapter 2 here of the Amazing Spiderman. I forgot to mention last time, but a few arcs will be part of a saga, this one being called The Legend Begins.** **This particular arc, Origins, money has one part left before we leap into the first super-powered battles.**

**Anyway, I once again apologize for errors and bad writing. I've always had trouble with origin stories.**

**You may now begin reading the longest chapter I've ever written.**

**The Legend Begins Saga**

**Origins PART 2: **Peter's story continues as sinister forces set in on the city.

**Cover: **Spider-man knocking out a wrestler while the crowd cheers him on.

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**New York. OsCorp**

Nels Van Adder breathed in and out heavily, his organs having a hard time adjusting to his new physical form.

Norman stood watching him, vial still above his head. "You are magnificent," Norman remarked, "You are truly something else."

Nels started to walk forwards again, his now long and matted blonde hair swaying in his eyes, but he could still see Norman loosen his grip on the vial. "Uh uh uh, take another step towards me and the cure is lost forever." He threatened.

Van Adder snarled at him, "You are a monster." He wheezed.

Norman smiled up at him, "You are the only monster here and unless you help me, I will not help you." Norman explained.

Nels continued to stare and snarl at Norman Osborn, before resigning and lowering his head in defeat. Norman smirked, knowing he had won, "Very good Dr. Van Adder. Let's begin."

**New York. Midtown High **

Monday rolled around just like any other week but unlike any other week, school started and the fun ended, work began. For people like Peter this was ok because he was extremely smart and this made school easy, but it also made him an easy target for jocks like Flash Thompson and other popular kids.

Peter wasn't sure what it was about Flash Thompson, Peter's opinion was Flash looked a rhino with blonde hair, but something made all the girls go wild. Flash had convinced Liz Allen and Sally Avril that they should forget all their other friendship groups and join Flash's and Peter was 99.9% sure a basketball to the head was the reason why Flash acted like he did.

Still Peter had to give credit to the guy for playing the game, he had risen through the school ranks, something which Peter had never been able to do.

Peter didn't really have a group, but he wasn't alone, He had friends like Harry Osborn and Rand Robertson, who was part of 'In Crowd' but he definitely didn't share their sense of humor as he always tried to create bridges between groups, so Peter didn't feel as if he was a loner, but he just wanted everybody to get along rather than pelting him water balloons or used gym socks or…

SPLAT!

Peter felt something small hit his back and then a liquid cover his whole shirt.

Feeling the area, he discovered red paint all over his shirt. "Really, paintballs?" Peter sighed to himself before turning around.

He saw Flash looking away in a suspicious manner. Peter just mumbled some words that sounded like gorilla and air for brains before walking off towards the locker section of the school.

SPLAT! SPLAT! SPLAT!

Three more paintballs slammed into him, turning the back of his shirt into rainbow sludge. This would be about the time where Peter was overwhelmed by pain, but with his new powers he didn't feel anything and was just bored with this behavior.

Peter shrugged and continued walking to his lockers, leaving the whole school speechless at what had just happened. _"Did Peter Parker just disregard Flash Thompson?"_ They all wondered.

**New York. ESU Labs**

Dr Curtis Connors walked through the rows of lab equipment, surveying his work. Decades of research going into 100 test tubes, each containing a form of his serum, slightly adapted from the OsCorp Cross Species Serum's to fit his own liking.

Curt looked down at his arm, or what used to be his arm as the original had been amputated many years ago, soon his suffering would be over, everyone's suffering would be over. Curt's lizard serum would change the world.

kssh.

Kurt thought he heard a compressed leaving through a steel door, but he corrected himself, "We have no doors like tha…" Curt suddenly remembered the one door that could make that noise, "Oh no!" Curt ran off to the radiation department.

Van Adder's mind was slipping. He felt when he worked, when he rested, even when he was sleeping.

He was losing his last shreds of humanity by the second. Even his appearance was becoming more horrible, the red coloring on his veins must not have been blood because it was beginning to cover his whole body, at the moment it was blotchy, but Nels knew it would get worse.

Nels continued on with his job, Norman had decided that Nels could be the only person who was safe near radioactive materials, so Norman sent him down to ESU to get their Mutagenic Ray Gun that could apparently merge any two species' genes together.

Nels opened a large steel door, and air whistled out. Nels saw the large Mutagenic Ray Gun and jumped in behind it. Then using all his new strength, he lifted it out of the room and onto the titanium alloy flying device in front of him, better known as the OsCorp Glider.

Nels hopped on next and pressed a button on the glider. Flames blew out the bottom and smoke began to fill the room. The glider rose up into the air and Nels circled around on it, testing the weight to see if it was okay to fly.

Satisfied, Nels flew straight up to the glass ceiling.

"HEY!" Curt yelled from far below, he was out breath from running so fast, but he wasn't about to let anyone steal ESU's greatest invention yet.

Nels turned the glider around to see what was holding him up and too late realized his mistake. Now whoever was down on the ground had seen his face, and indeed Curt had, but he wished he hadn't. Nels' new face was something out of nightmares and it made Curt question his sanity.

Van Adder flew down to Curt, a small device in hand. It held a gas that forced your brain to overlook small details, like facial features. Nels threw it at Curt, who didn't even attempt to dodge it he was so shocked. A dreamy look came over Curt's eyes and he collapsed on the ground, unconscious.

Nels flew off once he saw this and despite how sadistic it was, he let out a small chuckle at the fear he had caused.

**The Next Day. **

**New York. Osborn Residence**

Peter Parker collapsed onto the Osborn couch and let out a massive breath. He was relieved school was over, it just got easier and easier by the day. A couple of seconds later, Harry Osborn crashed next to Peter, he was the spitting image of his dad, Norman, except Harry actually smiled most of the time.

"I agree," said Harry, replying to Peter's breath, "What a bore!" Peter chuckled, it amazed him how someone who surrounded himself by intelligent people could try so little to be like them, but hey, it's a free country, go nuts Peter reasoned.

The pair turned on the turned on the TV for some time wasting, but found a captivating story on the news with a caption 'The Goblin in New York.'

_"…Connors reported a break in at ESU Labs early this morning, saying some kind of goblin like creature attacked the radiation wing of ESU. Although a statement has not been released of what was taken or what took it, we can assume that whatever has done this is a dangerous being and we urge civilians to alert the Authorities immediately if this creature is sighted…"_

Peter stared at the TV for a while, taking in the news. It seemed he wasn't the only person with special abilities in New York after all.

**New York. OsCorp**

"We have a problem," Norman Osborn declared in the underground levels of OsCorp, "Some witness' say that the Goblin was using OsCorp equipment and this makes the media tie this back in to us." Norman finished his explanation to Van Adder, who had just recently been returned to his Goblin state after a reprieve because of his work.

Adder growled, "Your ties," he corrected in his now stuttering English.

Norman glared at the security screens in front of him, but it was meant for the Goblin.

"You need to fix this." Norman stated, emphasizing the you in his sentence, he didn't care if they were his ties, it was Van Adder's mess and Norman didn't take responsibility for others actions, if it was their fault, it was their problem and this was not Norman's bad work.

"You must fix this," he repeated, "And I know how. A shipment is being unloaded today, precious materials, but nothing I can't get more of. Destroy this ship and maybe, just maybe, I'll give you time with your wife."

**Forest Hills. Parker Residence**

Peter leaped through the door and ran straight up to his room, not a moment to waste. After the news story at Harry's house earlier an advertisement had aired that had answered Peter's question as to when he could receive money for his extraordinary gift. A wrestling competition was being held tomorrow night and Peter was ready to join.

He hadn't practiced much, but hey, what could normal guys do to a superhuman. Peter also had the designs for a special project that he hoped he could start and finish, but that was a long shot. Peter finally sat down at his desk and sat his bag on his lap, pulling out red and blue spandex and some rubbery black lines that he had found at a hardware store.

Peter knew that this next part would require skill with sowing, but that was something that Peter had little of, so he would have to wing it. _"All I need is a couple of YouTube tutorials and all will be good,"_ reasoned Peter, turning on his computer.

The competition had offered him lots of money if he won and Peter knew that that was inevitable. He had no doubt that he would win. But he had some doubt of how he would get to the event. Peter guessed that Aunt May and Uncle Ben wouldn't be so ho on the idea of professional wrestling, so a plan would need to be hatched if that money was to become Peter's.

"That sounds fair enough." Aunt May said, accepting Peter's excuse.

"Yeah, sure, I'll even drive you into town." Uncle Ben agreed.

Peter looked at the pair, he was probably one of the only teenagers in his school that could pull off school tutorials as an excuse. Peter had asked his aunt and uncle if he could travel to Midtown library to help Harry Osborn with his math assignment and being the kid he was, Aunt May and Uncle Ben readily agreed to this.

"You don't need to drive me their Uncle Ben, I'll just walk after school, but I'd appreciate a lift home," Peter said, hoping that he would get the response he wanted.

"No problem kiddo," Uncle Ben replied as Peter's mouth morphed into a big smile, "You know, I'm glad that your helping Harry with his schooling, you know my saying, with great power comes great responsibility, and I think your think your living up to it. Good for you!" Uncle Ben said praising Peter and patting him on the back.

"You guys are really great, you know that?" Peter said, smiling up at them, but a guilty voice in his head said, _"And, you're manipulating them, using your great power to win money."_ Peter pushed that thought aside with another, _"But I'll be giving them the money, so I'm doing this for a good cause, right?"_ Peter shook himself out of thought and raced back to his room, stuffing his costume into his school bag for easy access once the time for wrestling came about.

**New York. Midtown High**

Peter had just about done it. He had almost made the full day of school without completely drifting off to thoughts about the wrestling match tonight. But it was about a minute until the end of school and Peter was in math, arguably his easiest class, so his focus was a little off.

"PETER PARKER!" The teacher yelled his name, Peter looked around, everyone was laughing. Harry leaned over to his friend.

"Dude, that's third time he's called your name, you'd better answer."Harry warned him.

Peter looked at the whiteboard at the front of the class, the equation was a simple one and Peter knew the answer, "X equals 47-2Y and Y equals 11 so X equals 25 sir." Peter answered lazily.

A couple of people in the class gave him a small cheer for the quick save, others just gave him a 'Well played' look and the teacher, while still angry, looked impressed. "Well done Mr Parker, but next time do pay attention." The teacher said, turning back to the whiteboard.

"Yes sir!" Said Peter and Harry next to him saluted the teacher, making Peter laugh.

**New York. OsCorp's Private Pier**

Morris Bench sat down on the edge of the large shipping container, laughing and talking with the other crew members. He was a medium height Caucasian man with short brown hair and light brown eyes. The crew was currently talking about on late night escapade they had had in Switzerland.

"… Then I said, 'I have no idea what you're talking about mister, but it sounds like a riot!" One crew member said, finishing the joke.

All the others laughed. Morris stopped laughing first though, as something seemed off to him, he couldn't quite put his finger on it, but it almost smelt like smoke.

"Do you guys smell smoke?" Morris asked.

Everybody shook their head momentarily before sniffing and then nodding their heads. They all looked around, but it was Morris who found the problem.

"OH shit," He yelled. Morris Bench had just spotted the Goblin hovering over the ship.

Goblin had changed since his last appearance, he now was almost completely red skinned, he now wore a black cloak and large black shorts that were ripped at the ends.

He now truly looked like a monster and Van Adder could feel the beast growing in him, he was restrained to only a few words and he could only focus one task at a time, at this very moment, the task was destroying the ship.

The Goblin jumped on the first man he saw and threw him into a wall, then he leapt from crew member to crew member, ripping them up with his sharp talon like nails. Morris watched all this from behind a crate.

"I have to do some… Is he talking to someone?" Morris thought, noticing the Goblin pause and almost listen to a voice in his ear. Morris had to get the ear piece, one; to leave the Goblin at a disadvantage and two; to find out who the boss was.

Looking around and finding nothing, Morris used his keys to open up a transport crate. Inside were hundreds of golf balls, with about twenty to a bag. Morris picked up two bags and ran out to the open area of the ship.

"YO UGLY!" Morris yelled, swiping at the Goblin's face with a golf ball bag. The hit hardly did anything to the Goblin's health, but Morris did see the ear-piece fall out and onto the ground. Morris ran and picked it up, then escaped while fitting it in his own ear.

There was no sound for about half a minute, before a voice came over the radio, "You made a big mistake just then," Norman Osborn said, "You just made yourself a target." Morris noted the fuming red Goblin staggering over to him.

"Goodbye, Mr Bench." Osborn finished.

Bench tried to stand, but fear had him paralyzed. The Goblin continued to advance while pulling out some sort of metal device. Morris watched in horror as the Goblin threw the device and it began to explode, the shockwave knocking Morris over the edge of the boat and into the water.

Before passing out, Morris realized something, "That was Norman Osborn who I spoke to." And Bench thought nothing else as the water filled his body and he became buried in other materials that were lying on the ocean floor.

**New York. Wrestling Complex**

Peter stood outside the massive venue and took a deep breath. He was about to take a massive risk by competing in this competition.

Peter was beginning to have second thoughts about this as an outdoor screen showed of the contestants and Peter swore they could've eaten three whole cows for breakfast each. "Maybe normal guys can do something to a superhuman." He thought, but Peter hoped that this was just last minute nerves and continued onto the wrestler's preparation area.

Upon arriving into the locker area, Peter made sure that no-one was watching and slid into a bathroom, he wanted no-one to have any idea who he was or else he assumed that camera's would follow him wherever he went.

Peter pulled out his costume and began slipping it on. It covered his full body so no part of him could be seen. It was made thin enough that Peter's hands and feet would still stick to the wall and it was breathing, so he wouldn't sweat all over the place.

Peter finished putting on the final 'boot' of his suit and looked at himself in the mirror. The costume had a red mask with two one way lenses for eyes and some of the black rubber tubing for a web like pattern. His torso was also red and covered in black webbing with a black spider motif in the middle that's legs reached about three centimeters up and down his chest and stomach respectively.

His sides and back was covered in dark blue spandex that had no pattern on it, and the sides of blue stretched out on his underarm to the start of his forearm, at which point the costume became red spandex with web pattern on his hands.

His legs were all blue except for the boots, which were red and webby just like the rest of his costume.

Peter felt himself smile at his work, he'd done a pretty good job considering the skill and time he had available. He had even come up with a name for himself, the Amazing Spider-man. He thought it suited his situation well.

* * *

Peter walked up to the line of hopeful wrestlers, there was about six people ahead of him, a few looked beefed up, while others looked like Peter had before gaining his, so called, spider powers.

An official looking man walked up to Peter and studied his outfit and stature. "You look a little young to be taking on pro wrestlers, kid." The man exclaimed, Peter stared at him.

"I can still take him." Peter replied, reinforcing his confidence.

"Sure, kid, whatever you say. Anyways, what do we call you?"

"The Amazing Spider-man!" Peter declared.

The man wrote this down and walked off to the rest of the line.

* * *

Time went on and more competitors got annihilated by the Crusher, the opponent that the challengers had to face. Peter became increasingly nervous as his turn drew closer and closer until finally, he was next.

Peter walked up to the cage and waited for the official to show him in. The official's timer beeped and Peter walked inside. The crowd began to chuckle and whisper at the size of the last contestant. Peter looked like a mouse standing before Crusher.

"LADIES AND GENTLEMEN, PREPARE FOR THE LAST CHALLENGER, THE AMAZING…SPIDER-MAN!" Called out the Official to the crowd.

Everyone cheered as a bell sounded and the fighters began to circle each other.

Crusher let out a laugh, "An easy win!" He boasted to Peter, then he charged.

Peter felt the tingling in his head and stepped to the right, avoiding Crusher easily.

"Missed me," Peter pointed out, Crusher snarled and charged again, this time throwing a punch with each step he took.

Once again being warned by his spider sense, as he called it, Peter dodged every punch, taunting Crusher each time. "Missed again," punch, "And again," punch, "Another miss," punch, "Jeez, how did you ever win?" Crusher roared in anger and charged at Peter again.

Peter just yawned and dodged the punch Matrix style, then, while in a bridge position, he launched his legs at Crusher's face, knocking the bigger man out in one blow. The crowd began cheering, "Spidey, Spidey, Spidey!" They all pumped their fists in the air, whooping and screaming the whole time. Peter raised his arms above his head and turned in a 360, taking in the whole experience as his picture was displayed on the large screen and the line read "WINNER…THE AMAZING SPIDER-MAN."

Peter was ushered out of the ring by the manger of the night, "Follow me kid and I'll get you your money." The manager said.

Peter nodded and followed the man down the same hall he had walked up to the fight and went down to the locker area. The man shuffled behind a counter and pulled out a large box of money and from that he pulled a few stacks of money, handing them to Peter.

Peter counted the money and frowned under his mask, "The ad said 500," Peter pointed out, the man was doing something beneath the counter, but Peter could still hear him, "So?"

"There's only 250 here, where's the other half?" Peter was left in silence for a moment before the man popped up from the counter with a contract. He dusted it off and pushed it towards Peter and handed him a pen.

"Just sign these contracts and fill out the forms and you can have the rest. It's a package deal." The man explained.

Peter felt anger boil up inside of him, _"So this guy thinks I'm just going to reveal myself to him, just for money? What the hell?"_ Peter thought, then he spoke his biggest concern, "That wasn't a term I knew of." Peter said.

The man shrugged, "Hey, kid, is it my fault you didn't read the small text at the bottom of the screen?" He asked rhetorically.

Peter turned around and grabbed his bag to leave, "This is the biggest scam I've ever witnessed." Peter stated.

The manager chuckled, "Life's a bitch, hey buddy?" He said.

This made Peter even angrier and he huffed off to the elevator. He would just go home and forget this even happened.

"HEY, YOU CAN'T TAKE THAT!" The manager yelled, Peter turned around frustrated and wondering what was up now, instead, Peter saw a man running away with a bag full of money and the box of money left empty.

The burglar ran past Peter, "HEY KID, HELP ME OUT, WOULD'YA?" The manager asked Peter, but instead of helping, Peter just stepped aside and let the man go through. "Thanks kid." The burglar said, giving Peter a nod, he had messy red hair that stuck out in places and a small scar above his right eye. Peter didn't nod back, but he stared at the guy.

The manager, who had tried to follow the burglar, stopped and began panting on his hands and knees, "What the fuck kid? Why didn't you stop him?" The manager asked, alluding to the events that had just transpired.

Peter shrugged and walked up to the re-opened elevator, "Life's a bitch, eh?" He said, turning the phrase around as the elevator doors closed in front of him.

* * *

As the elevator continued upwards, Peter brooded over his current situation. He felt more than a little angry at the way he had also been manipulated, but somewhere in his head, a voice was yelling out, _"Great power and great responsibility."_ Sure, Peter could've stopped the thief, but some people deserved events that happened to them and the robbery of that manager was definitely one of those times.

The elevator dinged and Peter stepped out, crossing over to the library to keep up the act that that is where he had been all night.

**Later **

**New York. Outside the Library**

Peter saw Uncle Ben waiting out by his car and smiled. His Aunt and Uncle were so good to him and he promised himself that he would make it to them about this lying, but for now he would just focus on being grateful for their many services.

Peter was walking towards the car, all of his anger melting away at the smiling face of his Uncle who had just seen him when it happened.

"Move out the way, old timer!" A thief called out.

Uncle Ben looked at the thief just as he was pushed over. Uncle Ben got up, trying to help the person that the thief was holding at gunpoint. Ben threw a punch, but the young thief easily dodged it.

He did not, however, dodge the tackle by Uncle Ben, the pair falling to the ground in a tussle.

Peter was sprinting, using all of his spider powers, to close the gap, but he wasn't going to make it.

Uncle Ben continued wrestling with the thief, desperately trying to knock the gun away, but the thief had a strong grip. Raising the gun slightly, the thief tried to pull the trigger and everything seemed to go in slow motion for Peter.

BLAM!

The shot fired and Peter skidded to a stop, his Uncle collapsed to the ground and the thief disappeared, driving the car with the hostage away.

Peter kicked back into action and ran to Uncle Ben, skidding to a halt on his knees. Uncle Ben was breathing hard, but not as hard as Peter, who put his hands to his uncle's stomach in a desperate attempt to stop the blood flow.

Peter felt his Uncle was still breathing, "I'll get you to the hospital," he said, "SOMEONE CALL AN AMBULANCE!" He screamed, "PLEASE!" He cried, but even as he said it, Peter knew it was futile.

His uncle was continued to convulse under his hands, but he still had time to talk to Peter. "Peter, Peter, l…listen to me. Ok?" Ben asked and Peter nodded, "I kno…I know that you…were wrest…wrestling tonight." Peter felt the tears pouring through even faster as he realized his last request from his Uncle was based on a lie, "I…I'm Sorry!" Peter gasped, Uncle Ben shook his head.

"Don't be. Peter…I'm s…sure you had a good…reason and I'm gl…glad you have a…a…a talent…but you must remem…remember….with great pow…power….there must…also come great…responsibility," Peter nodded once again, trying to apply pressure and hope, but both were slipping, "You can be so…so much more…use your powers t…to help people. Use Spi…Spider-man for go…good, help oth…others…not just your…self, Ok?" Uncle Ben said, Peter nodded, "Y…Yeah."

"Good," Uncle Ben said, getting weaker, "And Peter, never forget this, you are my so…son and I will always love y…you. Say, goo…goodbye to you…your Aunt for m…me."

Peter cried harder, "IloveyoutoUncleBen." Peter replied, his words coming out as a garbled mess.

Peter felt his Uncle stop breathing, "No, no, no," he whispered, then he began yelling "Uncle Ben, Uncle Ben. Oh god no…no." People crowded around the scene, some calling an ambulance, some watching, shell shocked and others crying at the scene that just unfolded.

Peter laid Uncle Ben down and sat next to him and just cried, he let it all flow out, every tear that had been building up over the years flowed out as Peter felt his life begin to collapse around him.

**Forest Hills. Parker Residence**

The police had just left the house, having reported the murder to Aunt May. The house was silent except for the sounds of Aunt May and Peter's sobbing.

Aunt May turned to Peter, "What did Ben say?" She asked. Peter had told her how he had seen the crime happen when he emerged from the library.

"He said he loved us and that I need to look after you." Peter explained, telling most of the truth and exchanging Aunt May for New Yorkers. Aunt May let out a weak smile, "Just like your Uncle, thinking of others at a time like that." She said, Peter smiled too, but his smile was soon wiped off his face as he saw the news.

_"…Police have cornered suspected murderer, armed burglar and car thief Cletus Kasady in an abandoned warehouse downtown. Kasady is also wanted for a string of murders, the most recent of which are that of his hostage, Michele Gonzales and local electrician Benjamin Parker. The police are bargaining with Kasady now, but there isn't much hope of capturing a madman like this…"_

Peter got up abruptly and went to his room, his Aunt went to get him but decided against that, "He just needs time." She thought.

* * *

In his room, Peter picked up his bag and shook out his Spiderman costume. Pulling it on, Peter prepared to leave the house, before remembering his special project.

He rushed over to his drawer and pulled out to metallic wrist gauntlets. Then he pulled out two tubes of a quick drying and sticky web simulating liquid.

Peter placed the gauntlets on his wrist and the tubes in the gauntlets, then he pressed down on a button in his palm, quickly tapping twice and activating the web shooters, as he called them. A web shot out across the room and became taught.

A small blade protruding from the shooters cut the web off the shooters and Peter smiled, his inventions worked!

Peter leapt to his bedroom window, completely clothed as Spider-man except for his mask. Peter made a silent promise to his Uncle, _"I will use this power responsibly Uncle Ben. I will get justice for your murder." _

Peter then pulled on his mask, stuck out a hand and made the hand shape that would produce his webbing (his ring and middle finger bent down, and his thumb, pinky and index finger stretched outwards) and he swung off towards the warehouse, towards his destiny.

* * *

**So there you have it, chapter 2 finished. What did you think, too long, too short, good, horrible. I'll take any feedback.**

**So, to talk over the issue. We get Cletus Kasady as the murderer of Uncle Ben. A slightly changed Cletus Kasady, but Kasady all the same. He's still a maniac, but he thinks his plans through a bit more this time, more of a sociopath then a psychopath.**

**Some bigger comic fans may have also noticed my small reference to Peter's room-mate for a time, Michele Gonzales. Sure she died, but it was a fun little nod to include.**

**And finally, Morris Bench falling into unknown materials under-water. I've set it up, when will it happen. And Curt Connors has some Lizard formula's ready to go, I'm preparing for a universe, not a story.**

**Anyway, read, review and tune in next time for Origins PART 3.**

**P.S. Thanks to Brad Hall, theshow07 and bookwormrdd for following and another thanks to bookwormrdd favoriting as well.**

* * *

Next Issue: In Peter's wrecked life, will a man emerge from the rubble and protect the city, or will a boy be devoured by the darkness inside of him?


	3. Origins PART 3

**I'm just gonna do the usual. Sorry if it's sloppy. I own nothing. R&amp;R**

**Also, thanks to cabrera1234 for favoriting and following and whoever added me to the community The FanFiction Expedition-All Things Fiction.**

**Issue 3: **Origins PART 3

**Cover: **Thugs are caught in a web, in the background Spiderman is swinging away and in the foreground, cops are saying, "Look! It's Spiderman."

* * *

**New York. Abandoned Warehouse**

Police Captain George Stacy pulled out his megaphone for the fifth time and once again tried to get Cletus Kasady's attention.

"KASADY, THIS IS YOUR LAST WARNING, SURRENDER NOW OR WE WILL BE FORCED TO TAKE OFFENSIVE MEASURES!" Stacy shouted.

Captain Stacy heard an eerie chuckle come through Kasady's own megaphone. "haha…ha…ha," The officers glanced warily around at each other, not sure what would come next, but Kasady answered in growl, "Go ahead…Make my day." Captain Stacy squeezed the bridge of his nose with his forefinger and signaled for a radio to be handed to him.

Pressing down the button the side, Stacy began handing out careful to the Taskforce Group currently under his control. "Team A, I want you entering through the side. Team B, through the back. Heavy Team, I want you stationed out the front and men on the roof of building 21, sniper rifles at the ready. Understood?" Stacy ordered.

A series of 'Yes Sirs' came through, indicating that Stacy's team was ready.

One of Stacy's best officers, Patrick Mulligan, walked up to him. Stacy ignored him for a second and went on his business, but eventually turned his head. "What do you want Mulligan?" Stacy asked.

Patrick spoke up immediately, his question burning through his mind. "Why are we going to so much effort for one guy?" he asked, then added, "Sir."

"Mulligan, if you knew what Cletus Kasady was capable of, you'd be worried to." Stacy replied.

* * *

The six men in Team A continued up to the roof, as quietly as possible. They knew who Cletus Kasady was and what might happen if he got backed into a corner. The men stopped at the top of stairs and waited for more orders. They reported over the radio that they were in position and with short intermissions, so did the other teams. Then they had to wait for their orders.

"OK, Team A and B, on my mark, enter the building, weapons loaded. Heavy team, I want you shooting knockout gas up there. I'll announce the snipers."

The leader of Team A replied with another 'Yes Sir' and waited for the mark. "3…2…1…Mar…THWIPP…TWIPPTHWIPP…TWIPPTHIPPTHWIPP."

Team A looked startled as the weird noise came over the radio. "Captain Stacy, is everything ok down there?" The leader asked. He heard Stacy yelling something back and nodded, then he relayed the information to his team. "We go in now, Kasady has company!" He said and the men all loaded their guns. The tried to push open the door, but it was jammed. He tried using his gun to dislodge, but it was no use. Pushing with his shoulder got the door open a fraction and to the leader's amazement, some kind of webbing was gluing the door shut.

* * *

Spiderman landed on the roof behind some boxes as quietly as he could, trying to keep the element of surprise. He'd already delayed the police's attack, which he felt a little guilty for, but he ignored the guilt and pushed on with his task.

_"Gotta ki…stop Kasady." _Peter thought, reminding himself that he would not kill…maybe.

Spider-man crept around the roof, using whatever objects he could find as cover; boxes, beams and sandbags, anything to keep Peter in the driver's seat of this situation.

Unfortunately, Kasady was very good at sneaking around and knew that he was not alone. He turned around and walked slowly over to the back edge of the roof, searching the many positions the intruder could be hiding at.

"Come out, Come out whoever you are." He cackled.

Peter knew that he had to keep himself hidden, but he needed answers.

"What's your problem Kasady?" Spider-man asked.

Cletus walked over to where Peter was hiding, but the masked man was gone, off in another spot.

"Do you have a thing for death, huh? Do you enjoy killing young women and old men? 'Cause that's really wrong." Peter exclaimed.

Kasady growled and ran over to the voice, but was again met by shadows and an empty space as Spider-man continued with his 'game'.

"You don't understand death, do you? It's beautiful, ya know that?" Kasady exclaimed crazily, getting angrier by the minute.

"You're out of your mind, and you made a big mistake killing Ben Parker tonight." Spiderman warned him. Kasady just smiled, "Who are you then, his son, maybe a grandkid. Listen pal, I wasn't gonna kill him, but the old fart got in the way of the plan, and when you mess with the plan, everything goes out of wack, so I had ta kill him. Make sure people get the message." Kasady explained.

Spiderman began to shake with rage, this man was certifiable and he had never been caught, well that ended tonight.

"The only message people are going to get is that CLETUS KASADY IS DEAD." Peter screamed, leaping out of the shadows and grabbing Kasady. He shoved him against a wall and punched him in the face repeatedly.

After about five punches he stopped, catching his breath. Kasady began to laugh, "Hey, your that wrestler who let me escape, thanks kid." Cletus said, referencing his praise from back in the complex.

Peter gasped, it was the robber who he'd ignored, that meant… "Im gonna tell you a secret kid," Cletus whispered, "You coulda stopped me, your power here showed that, so you wanna know why the man died. It's because of you!" Cletus exclaimed.

That was the final straw, Peter snapped at that moment and threw Kasady into a window, shattering the glass and leaving the murderer clinging for his life.

Spiderman grabbed Kasady by his jumper and pulled criminal up so his eyes were staring into the blank white lenses. "You're going to hit the pavement so hard, the police won't even know you were human." Peter threatened.

He lifted Cletus a little higher and prepared to throw him down the building, but a blinding light behind Peter stopped him.

Webbing Cletus to the side of the building, Peter wandered over to the light, but stopped dead in his tracks when he saw who emerged. "Uncle Ben?" Peter exclaimed, his jaw dropping.

Peter ran over to his Uncle and hugged him, "I'm so sorry Uncle Ben, I couldn't get there in time and I let Cletus go and murder you and it's all my fault…" Peter would've rambled on with apologies all night but he was stopped by his uncle.

"Pete, you don't need to worry, but you do need to listen." Ben advised and Peter nodded, so he continued, "You can't kill Cletus Kasady." Ben stated. Peter began to disagree but Ben spoke over him. "If you kill him that makes you no worse than him and you're a better person. Be the bigger man... Promise me something Peter," Ben began.

"Anything," Peter said.

"When you're around, no-one dies, no-one. Do you promise?" Ben asked.

Peter nodded and Ben simled, "Good, good. See you around son." Peter smiled back as his Uncle faded back into the light. Then he turned on Kasady and un-webbed him.

"Are you ready scum?" Peter snarled.

Kasady just laughed, "Go ahead, I welcome Death's cold embrace." He said.

"Good," Peter whispered, dropping Kasady off the roof.

Kasady began to fall and pick up speed, but instead of screaming like any normal man, he began to laugh maniacally. The policemen tried to get out an air mattress, but they knew it was too late.

THWIPP, THWIPP THWIPP!

The same noise from the start of the evening resounded everywhere as Spider-man shot out cocoon made of webbing that caught Kasady in midair.

Peter dropped down on a web-line and hung next to Kasady whispering, "Because I'd hate to please you."

**A Week Later New York. Midtown High**

Peter sat at a table alone, Harry was away sick today and Rand was sitting with the jocks, so it was just him today. If he wasn't so upset he probably would've sat with the other smart kids, but right now he needed some alone time. Fate had other plans.

Peter heard the sound of a lunch tray being put down and looked up. The person was a girl. She had long blonde hair and fair skin, looked about Peter's age and wore a black top with an olive green coat covering it, she also had a blue skirt and black knee length boots with a black headband.

The girl stared back at Peter for a while before introducing herself.

"Hi, I'm Gwen Stacy." She said while smiling, extending her hand.

Peter wearily put forth his own hand, "Peter Parker, nice to meet you,' He replied, putting forth every ounce of strength he had so he could seem interested, when really, he just wanted to go back to pushing his mashed potato around the plate.

Gwen seemed to be content with this small greeting and went back to her own food. It was at this point that Peter realized he'd never seen this woman before in his whole schooling career. So of course, his interest level rose. "Are you new? I don't think I've ever seen you." Peter asked.

Gwen stopped eating and swallowed, then replied, "I came here on an academic scholarship, just finished moving from over the other side of town. I actually changed schools because my dad's the NYPD police captain and here is much closer to his work."

Peter knew who she was talking about, Captain George Stacy had reported the news of Ben's death to Aunt May and had given Peter a ride home from the wrestling complex.

Gwen also seemed to recognize something about this boy, the name striking a bell in her head, "Oh my god, my dad was the officer on your Uncle's murder!" She exclaimed and then gasped, "Oh, I'm so sorry for mentioning that," then she cursed under her breath, "what the hell's wrong with me."

Peter caught this with his spider sense and quickly fixed the now awkward situation, "Don't worry," he assured her, "Hey, um…Do you want me to show you around the school this lunch?" He offered.

Gwen smiled, she didn't know what it was but something about this Peter Parker made her feel alive and happy. "Thank you, that sounds great."

**New York. OsCorp Private Docks**

Morris Bench stood up, he had no idea where he was. All he knew was how he had gotten there. After being pushed over the side of the boat by Norman Osborn's personal monster and landing in the precious metal, he had felt the radiation permeating his cells. The water around him had begun to pull in towards him and he had been trapped while the horrors happened.

He felt the water seeping into him. It was very painful as the liquid and radiation melded into one and re-wrote his DNA. He had been writhing and screaming, yet no-one could help him.

Suddenly it had stopped, it was at this stage that Morris had passed out and that brought him to the present, stranded somewhere on a beach with hundreds of tons water in his system and nowhere to go.

But Morris had a plan, he had an idea. Sure, he had no real battle formula, but he had an insatiable hunger for revenge. Revenge on the monster that had put him through the pain. He would take down everything Norman Osborn. Morris was going to destroy OsCorp. Even if it was one man at a time.

** New York. Many, Many Streets**

Spider-man swung over the New Yorkers on a web-line and for the first time, he enjoyed it. "WOOHOO!" He shouted, front flipping before shooting a line and swing through the streets, "OH YEAH!" Spider-man continued yelling and swinging, all the while thinking about his week.

Since the Kasady problem, Peter had been non-stop thwarting criminals and he had formed a new friendship with Gwen Stacy, so all-in-all, Peter was pretty happy.

BRRRRING!

An alarm to Spider-man's left went off. Looking in the general direction, Peter used his spider sense to locate it perfectly. Changing course, Spidey swung off to fulfill one of his promises to Uncle Ben, he would be the hero that this city needed.

**New York. One of Many Banks**

Dmitri Smerdyakov frowned and growled, hating this game he was playing, he hated being out in the open like this, it went against every lesson he'd ever been taught, but he swallowed his pride, this was necessary. They had to know for certain.

Dmitri turned to the men joining him in this fake heist, William Baker and Aleksei Sytsevich. The pair had worked together more than once and had been chosen for that reason, they needed a team not a group and they needed a team so that if the so called Spider-man did show up, they could test him and see whether he was real, or just some idiot in spandex.

For the past week, criminals had been going to the police in webs and it was rumored that the man who had recently won the wrestling tournament was now fighting crime. Of course, only a few people knew that he was at the wrestling so only about 150 people knew what he looked like. Hopefully Dmitri and his people would now know what this Spider-man was.

* * *

Spiderman landed on the wall of the bank and crawled downwards, looking for a window he could open. The crime was currently situated on the second floor of the building where the private bank operated, so Peter tried to get close to that area.

For the past week as Spiderman he had been playing the role of a vigilante and saving people's lives, but he didn't really know how to fight, so he mostly relied on using his mind to use his surroundings. He was sure that that wouldn't last long and he supposed he would need a coach soon, but not yet.

Peter finally found a window and crawled inside, using his adhesive abilities to cling to the ceiling. He crawled all the way over to the 1st floor stair case and wandered on upwards. Upon reaching his destination, Spider-man was greeted by three thugs with automatic guns and other assorted weapons at their disposal.

Spider-man slapped his forehead, feigning embarrassment, "Oh man, look at me, I appear to have walked right into a trap," Peter said in a sarcastic voice, "Where's Admiral Ackbar when you need him?"

Two of the thugs descended on Peter slowly, like they were trying to calculate him. In actual fact, William and Aleksei would have happily smashed him up in a second but the orders said they can't. Large amounts of money can make people do strange things.

Spider-man shot a web at Aleksei, deciding he would take out the larger one first, and pulled him in towards him. Peter then webbed his hands together and almost got his legs when the ringing in Peter's head returned and he ducked, dodging the butt of Baker's gun.

"What the fu.." Baker began when webbing covered his mouth.

"Uh uh uh, let's keep it PG-13." Spiderman quipped.

Spider-man then swung down low and kicked his feet from under him, landing the brute on his rear and wrapping him up from head to toe in webs, leaving only his face remaining.

Sytsevich had begun charging at the hero again, this time with his finger pulling down on the trigger. Bullets sprayed at Spider-man forcing the hero into action as he struggled to avoid the rapidly approaching projectiles. He jumped upwards to the roof, and then bounced off the wall and landed on the ground, bending in all directions Matrix style so he would survive the onslaught.

Once the barrage of bullets stopped, Spiderman sprayed some webbing in Aleksei's eyes, blocking his vision. He then proceeded to completely web up the second thug.

Rounding on the last one, who had taken to sitting in a big red lounge chair. Peter rounded on him. "So, are you the big boss?" Peter asked, "Have I become so famous that the boss wants to meet me?"

Dmitri smirked, "No, but I am here for the boss Spider-man. He wants us to test you and, if you are a threat, to kill you." Dmitri explained.

If Spider-man's face could be seen, Dmitri would've noticed the massive jaw drop on Peter's face. Peter shook his head and raised his hands, readying his web shooters to bind Dmitri, but the Russian criminal anticipated it and threw a device at Peter, who looked at it in surprise.

"You don't actually fight much, suggesting you really can't, therefore I am disabling your only weapon." Dmitri informed Spidey as he pressed a button on a remote.

Spider-man suddenly collapsed to the ground as an electric pulse coursed through his body, breaking his web shooters. Getting up shakily and smoking a little, Spiderman stumbled around a little before shaking his head and waving his arms in a sign of disagreement.

"So not cool dude, do you know how much these cost?" He asked incredulously.

Dmitri chuckled, "Your jokes are amusing, a front to reinforce confidence. It distracts you." He said, then attacked fist's first.

Spiderman dodged his swinging attacks but missed his foot, which connected squarely with the hero's chest. Dmitri jumped into a flying kick towards Spiderman, whose spider sense alerted him and he dodged accordingly.

Dmitri landed and pulled out a knife, twirling in his hand, "You are fast, but you fail to act!" He said, emphasizing act as he attacked the hero.

Spiderman dodged the knife and when it came back around he used his super reflexes to knock it onto the floor, right of reach of the mercenary.

Dmitri's next weapons were twin pistols. Shooting one gun at a time he advanced on Spiderman, but upon seeing the failure of this tactic he began with more drastic measures. Jumping forward, he shot the guns at the same in different directions, but Spiderman was up to the task, dodging every bullet.

Once Dmitri ran out of bullets, Peter decided he needed to take action and he threw a sloppy punch. Delighted that some physical combat was finally taking place, Dmitri began blocking and returning punches. Although weaker, he was much more skilled then Peter and the mercenary quickly won the battle, a powerful kick launching the hero down the stairs.

Spiderman lay on the ground for a while. Even he couldn't withstand 50 plus marble stairs with no carpet.

Standing up groggily, Peter began to stumble up the stairs, but stopped when he noticed a small metallic orb rolling down to him.

Upon closer examination, Peter came to the conclusion that it was a grenade. "_WAIT, A GRENADE…A GRENADE!" _He thought, finally realizing what a grenade was.

Throwing it back up the stairs, Peter leapt out the way using all his spider strength, to propel him.

BOOOM!

Parts of the bank's top floor began to crumble as the grenade went off, hurling those parts away. Peter didn't know much about weapons, but he was pretty sure that that was no ordinary grenade.

Peter got to the top building and began looking for the man who had attacked him, but he had disappeared, completely gone and although it made him feel guilty, Peter felt an inkling of hope that the man might be dead.

* * *

Peter walked back outside and there was a crowd of people waiting for him. Smiling, Peter realized what they were here for. "No need to worry guys, I got the bad guy. Spiderman has saved the day!" He proclaimed.

A middle aged woman walked up to him, "SAVED THE DAY? ARE YOU KIDDING ME JERK. YOU JUST COST THE CITY, AND MOST LIKELY US TAX PAYERS, THOUSANDS OF DOLLARS IN REPAIRS." She yelled angrily.

A frustrated Peter yelled back, "WHAT THE HE… LADY, THERE WAS A GUN TOTING PYSCHO IN THERE WHO JUST HAPPENED TO THROW A BOMB AT ME."

The woman turned around, "See that, he's placing the blame on others," she said to the crowd, who agreed and began yelling nasty things at Spider-man.

He shook his head, looking down and then leaping away, "I don't have to take this." He said just before he went out of earshot.

**New York. Midtown High**

Peter finally found himself at school and surrounded by friends. Harry was back and Gwen was now a permanent friend so they were sort of a group, much to annoyance of a certain footballer.

Flash walked up behind them and leaned in next to Gwen. "You know Gwen, instead of sitting with those bozos," he said, pointing at Peter and Harry, "How about you join us and be with real people instead of these pathetic excuses for humans, actually I can't say that…It's mean to all humans." He began to laugh. Everyone knew he had a massive thing for Gwen and after a week of this non-stop nagging from Flash, Gwen looked like she was ready to completely demolish him but Peter gave her the, "I'll handle him," look.

"Wow Flash, I didn't know Gorilla-Elephants could speak." Peter threw back at his nemesis.

Flash picked Peter up by the shoulders of his shirt and lifted him onto the table. Peter knew what was coming next and he was sort of looking forward to the fight. A week of non-stop saving lives and being hated for it was about to be unloaded on Flash's face.

Flash then flung Peter onto the ground and began kicking him, Peter didn't feel much pain, but he felt enough to know that Flash was not holding back.

Peter let a few more kicks fly into him and then he grabbed Flash's foot and tripped the bully so they were both lying on the ground.

Jumping up, the two began to circle each other as a massive crowd of kids gathered around to catch a glimpse of the fight.

Just as the two were about to charge at each other, a teacher walked through the crowd and up to Peter. "Mr. Parker, I hope you're not too busy here, we have a man who is requesting your presence." The teacher informed him, Peter didn't really know who he was but from the way he talked, Peter guessed he taught drama.

"Of course sir, I'll be right with you." Peter informed the teacher.

As he walked past Flash he was quietly told, "You got lucky, Parker."

Peter smiled back and whispered, "Same deal, Eugene," referring to Flash's lesser used actual name.

Flash looked ready to burst at this insult but was held back from attacking by Rand. "Not now bro, let it go."

* * *

Peter sat at the door of the office and wondered who was inside, it had to be someone important considering everything that was happening in his life at the moment, maybe Norman Osborn or Captain Stacy or Dr Curt Connors or…

Peter was taken out of thought by the door opening and the principal walking up to him and saying, "You can come in now, Mr. Parker."

Peter entered the room and saw another man sitting in a chair across the room, but Peter didn't focus on him as he saw the principal shutting the door from outside of the room and leaving them alone.

_"It must be someone really important if the principal isn't here for this,"_ Peter thought.

"Have a seat Mr. Parker." The man said.

Peter, still staring at the door and not really concentrating, asked a question as he sat down, "I'm sorry, I don't think I know you, could you give me a a name or something?"

Now looking at the man, Peter saw he was African American, bald and well-built and tall, but his most noticeable feature was a patch, covering his left eye.

He was dressed in a black trench coat with some kind of uniform on underneath. The man finally answered, "I'm Nick Fury, and I'm here, to talk about your out of school activities…Spider-man."

**Epilogue New York. Unknown Location**

Dmitri Smerdyakov sat and tended to his wounds, he had minor burns on his legs, multiple cuts and bruises everywhere and a broken wrist, but he was alive and would be very wealthy very soon.

As he finished up, he picked up his radio. Exactly 24 hours after the heist, enough time that he could get to a safe location and enough time that he could put his talent to good use and become untraceable.

Dmitri spoke, "It is finished, we have full results, but, Sytsevich and Baker have been captured." He informed the other end.

A German voice came through the speaker and replied, "_I do not care of them, they are weak, not like us, undeserving. What of the Spider?" _

Dmitri smirked, "Enhanced strength, agilities, speed, clings to walls and has an early warning system. His only weapons are his web shooters, which produce a strand of sticky goo that he uses for fighting and transport. Also probably thinks I'm dead and has no idea you even exist."

The German voice chuckled as he heard all of this, _"Good work, Dmitri. This news of Spider-man is startling. First the return of my old enemy Captain America and now this vigilante. A new age is dawning, one that will stop revolutionaries like you and me from ushering this world into new eras. Well Dmitri, I have put a stop to this once and it seems I must do it again. With the cosmic cube in my grasp, HYDRA will rise and the Red Skull shall rule again!"_

* * *

**And there you have it folks, the end of Origins and the beginning of something much more sinister. The Red Skull and Chameleon working together? Nothing good can come of that.**

**But Kasady is captured, George Stacy is introduced and SHIELD knows exactly who Spiderman is. Things are heating up and Peter's only been a hero for a week.**

**Anyway, thanks for reading, please review and/or follow and favourite.**

* * *

**Next Time**: SHIELD and Spidey have words! Morris Bench begins his one man war on OsCorp and the Goblin may lose everything that makes him human. All in a days work for the AMAZING SPIDERMAN!


	4. Paths PART 1

**Cover: Spiderman outside a wall of water staring up at it.**

* * *

**Hey guys, it's been a little while and I'm sorry, I'm also sorry because this chapter is a bit shorter than the others. I was originally going to do one massive chapter but I'm now going to split it into three 3000-4000 word chapters.**

**enjoy! **

* * *

**Chapter 4**

**Paths PART 1**

**Prologue**

**New York. OsCorp Stocking Facility**

Morris Bench watched the men loading the items onto a truck and smiled. Although they were insignificant, their boss was not. Dr Mendel Stromm was one of OsCorp's highest members and knew just about everything that went on in there.

Morris would get answers from him after he had displayed his powers and killed the rest of the men, then he would send the CCTV footage to Osborn so the billionaire could watch over and over what his doom would look like.

Satisfied with his planning, Morris used his powers, his body turning into a human shaped liquid, then he splashed down into a drain and quickly made his way into the facility with the rushing water.

"OK, good to go." Stromm yelled to the truck driver, the man nodded back in response and started the engine.

Stromm walked over to the men and reported the next set of instructions, "We next go to the docks where we will pick up the small amounts of vibranium we could acquire from Stark Industries and bring it back here where our truc…" Stromm was stopped midsentence as a loud rumbling cut him off.

The truck driver was just beginning to move when Morris started his attack.

FWOOOOSSH!

A massive wave of water erupted from under the truck, sending it flying into the roof. Stromm and the other workers ran around crazily, all trying to get to the exit and trying to save any belongings they could.

Morris rushed around the warehouse in his watery form, leaping from one man to another, bashing them with highly concentrated jets of water.

He spiraled upwards, releasing small spear like projectiles at the men. Each hitting the target and cutting straight through flesh.

Morris then descended from his elevated position and walked over to Stromm who was currently cowering under a bench. Stromm felt himself being picked up and thrown across the room, but it didn't give him time to escape, no, he was quickly tackled to the ground by many tons of water pouring on him.

Above the noise of the torrent Mendel could a voice speaking to him but he ignored it in the hope if he didn't speak the man would go away, but he had no such luck.

The voice came to his face and gave him clear instructions. "Get me Osborn or I will drown you in under a minute!" Morris called out.

Stromm stayed silent, so Morris began killing him, slowly filling the scientist's body with water. "You have 10 seconds…9…8," still no response, "…7…6…5," Strom began turning red and purple as his breathing became restricted, "…4…3," Stromm spoke up. "Uuka…uuka." He spluttered.

Morris let him go and the scientist began heaving and hacking. A large kick to the chest from Morris got Stromm retching water all over the place. "Talk…NOW!" Morris screamed. In between breaths, Stromm explained about OsCorp, "Norman…Osb…Osborn…Press conference…Two o'clock…Base…Base of…Base of OsCorp." Stromm gasped.

Morris smirked and began to walk, leaving Stromm in a horrible condition, wondering what was happening to the world.

**Here's What You Need To Know. **

In a freak accident, young Peter Parker gained amazing powers, but after making a mistake and learning that with great power there must also come great responsibility, Peter becomes the Amazing Spiderman. People are taking interest, a mysterious German man named the Red Skull is planning to bring the world to its knees and a man named Nick Fury knows Spiderman's secret identity…

**New York. Midtown High**

"Uhhhhhhh… What's a Spider-man?" Peter asked, deciding he would play dumb.

Nick Fury rolled his eyes, "Listen son, I am the director of the Strategic Homeland Intervention and Espionage Logistics Division, SHIELD for short,and we have a truckload of evidence that leaves zero doubt that you are Spider-man so what you're doing now, playing will only aggravate the situation." Fury explained.

This statement floored Peter, his back was to the wall and he knew that the only visible way he could get out of this situation was to give up this evidence to the man, "So I am in some kind trouble with the government?" Peter asked.

"No, though I suppose the word evidence makes this situation seem incriminating. You're not in trouble however you do need to come with me." Fury stated.

Peter began to stand up, "I'm sorry," he began, "But I don't get into cars with strangers."

Fury smiled, "Who said anything about a car?" Fury then pressed a button on his watch and the wall behind them disappeared.

Peter's eyes widened as some kind of jet became visible to him. Running over to it, Peter began examining the vehicle. "Is this a Stark Industries P0883 Quinjet?" He asked eagerly.

"Yes it is son, complete with fully functioning 2.0 repulsor weaponry systems, engines that can take you to the speed of sound and one of the world's first ever AI systems that can run the whole damn ship…Hop in." Fury said.

Peter's better judgment was overridden by the opportunity to ride in a Stark brand Quinjet so he jumped straight in.

**Queens. SHIELD Headquarters***

_(*Read the future chapter 2 of Captain America: Sentinel of Liberty for more on that-Your time travelling Author)_

Peter found himself still sitting and talking with Fury even after a trip in what was the probably the coolest vehicle in human history. He had expected more action from a secret government agency who apparently dealt with threats all over the world.

"I already told you, I don't want to be Spiderman to stop a civil war. I'm doing this to help out the little guys, the ones who can't save themselves." Peter stated.

Nick Fury wasn't angry yet, he'd expected this response but he also knew how to change this response. "Listen Peter, we do help the little guy. Think about it. If some extremist in San Francisco is trying to spread their message over here in New York City, think about the lives that will be lost. So you could trim the leaves on the street by knocking out gangsters or you could slice the tree from the roots there by apprehending warlords." Fury explained.

This made Peter stop, he'd never thought about it like that, "You're going to need to give me some time on this Fury, it's not exactly the question of what cereal am I eating for…" Peter started but was cut off by Nick mid-sentence.

"I understand Peter, but we just got a problem located near Rhode Island. How about you come and see what we do."

**1 Hour Earlier.**

**New York City.**

**Rooftop Near OsCorp**

Morris sat on the edge of an apartment building that was located not even a mile from the OsCorp Tower. He was currently surveying possible points of entry that would allow him to gain access to advantageous ground.

His binoculars had currently shown him two different points but he wanted to make an entrance. He wanted Norman Osborn to lose all hope. He wanted to make everyone see who it was that killed one of the giants in the modern world.

Morris went back to surveying the area, ignoring a black blur that passed across his peripherals and regarding it as a bird. That was his first mistake.

His second came in the form of sound, for Morris had just seen the perfect area to launch his attack from, right underneath the building. "Norman Osborn you are one son of a bitch," he exclaimed, "prepare for your downfall!"

The black blur was now a figure who had been watching this man for the past minute, chuckling to himself at the amount of effort this man was going to for one human. It took the surveyor half as much effort to kill a king and leave no tracks. "You still have one small problem," the man behind Morris said.

Morris leapt up and shot a bolt of water* at the man, who dodged

it and leapt back. (*May not sound effective, but if you've seen a water jet cutter in action, then you understand what Morris is capable of-Author)

"Now now, Mr Bench. I am just here to talk," the man said, "And you are not making talking easy. I want Norman Osborn dead as well."

Morris snarled, still not completely trusting this stranger, "Why?"

The man smirked, "Because of what he did to me," the man then pulled off his skin (which was a mask) to show a horribly scarred face, "He burnt my home down for a grave injustice my father had served him, yet it was I who paid the price."

Morris stood and stared for a second before accepting this, "So then, what's my problem?" He asked inquisitively.

"SHIELD." The man stated.

Morris just shook his head and smirked, "I'm not scared of a shield buddy," Morris chuckled.

"Not a shield, SHIELD. The Strategic Homeland Intervention Espionage and Logistics Division. They are the people who make the CIA look like toddlers in a play pen." The man explained.

Morris became a little worried, "Why should I believe you?" he asked.

The man smiled, "Because they are right above us now."

Morris whipped his head upwards to see a plane of some kind go flying past. He caught a glimpse of two people and a logo. One that said, "Strategic Homeland Intervention Espionage and Logistics Division... Okay, you have my attention."

**B**Everyone had taken cover, bullets flew overhead and explosions were erupting all over the place. The gunmen were located around 50 metres away. There was a massive man who wore nothing but a white undershirt and army pants with boots, there was a smaller man who was wearing some black ninja like suit with no head gear and finally there was man who looked pretty average save for the cowboy like fatigues he had on. "Y'all had better be listening, 'cause the Enforcers are only gonna say this once. Surrender now and you only get severely injured. Don't surrender and… Well I'm sure you've watched enough movies to know what we'll do!" The cowboy man said.

Peter stared in shock at the scene unfolding before him. He'd never seen this much action in his life and he was a superhero, "So, this is what you usually deal with then?" He asked Nick Fury.

Fury grunted and shot a few bullets at the Enforcers, "Nope, this is one of the easy times."

Fury then turned away and pulled out a communication device and whispered in some commands. Suddenly, seemingly from out of thin air, a blue and red blur flew straight at the Enforcers.

Peter was speechless for a second before turning to Fury, "Is that..?" Fury seemed to read his mind as she replied, "Yes. That would be Captain America."

A tall and muscled man dressed in blue, red and white jumped into the fray, knocking out the smallest Enforcer, known as Fancy Dan, before getting into a fist fight with the big one, Ox.

Fury looked over at Peter, who was watching the scene unfold, frozen in excitement. Fury chuckled, "So, are you going to help the good Captain?"

Peter stared up at the director, "Seriously?" He asked incredulously

Fury just nodded. Peter jumped out from behind his cover and charged at the remaining Enforcer. Cap was still in battle with Ox so Peter jumped at Montana, the cowboy guy.

"So then, what's your name?" Peter began fighting and talking, running rings around Montana as flipped and jumped out of every shot that was taken at him, "Don't tell me… Is it Wild West Willy?.. No? How about Shootout Sam? Wait, of course, your dressed like, talk like him and even have red hair." Spiderman continually quipped.

Montana glared up at him, "What the hell are you yammering about?"

Spiderman stared back at his opponent with, if you could see under his lenses, wide eyes, "You mean you're not a cheap Yosemite Sam knock off… And here I was wondering where if I could make live action Looney Toons. But seriously, who are you?" Spiderman asked.

Montana pulled out a gun and aimed it Spiderman, "The name's Montana, an' I just about had enough of ya'. Watch out boys, I'm about 'ta to squash the bug!" Montana quickly fired three shots at Spiderman. Who spun a web and dodged out of the way. The next two were better and forced Spidey to capture them in webs, but the force knocked off of the perch he had settled on.

Montana sauntered over to the groaning figure of Spiderman, "An' I was told that this here Spiderman was going to be a problem! Ha," He laughed.

Spiderman stared up at him, "Who told you that."

Montana squatted down to ground level with Spiderman, completely aware of the fact that SHIELD were holding back for the moment, "The man who's going to reveal the true world, Bug Boy. He has some plans for you in particular. Of course, death is one of them."

Montana raised his gun to Spidey's head, but just as he was pulling the trigger, a web caught his hand and pulled Montana down. Spiderman then leapt up and encased the criminal in a cocoon of webs. Then he turned and bowed to his audience but it was for naught as SHIELD were all listening to a communication.

_"…At least six dead, 30 injured and 220 others not accounted for. The problem at OsCorp Tower is currently being dealt with by police, but it would appear that even our brave officers cannot stand a chance against a tidal wave!.." _

Fury motioned for everyone to follow him, "We're heading out there. Spiderman, stay with these jokers until the cops show up. My team and I are heading out to OsCorp." He ordered.

"Wait, uh-uh, no way," A frustrated Spiderman began, "That is my area. An area I was watching and, might I add, an area that I, as a superhuman, could protect. You took me from that area, and brought me here to a gunfight that you guys could've handled without me and then expect me sit this out? No. Not how it works. You can wait here, or go back to your super secret portable toilet, but this is my fight," Spiderman replied before immediately running off.

"Wait!" Fury yelled.

"What?" an exasperated Spiderman asked.

"You're gonna need some transport or you will never make it back in time." Fury explained.

Peter sighed, "Fine, you can come, but I'm driving!"

Fury groaned and frowned, "You're not taking my plane and it won't be me going with you. Hawkeye!" Fury said into one of his communicator's.

Peter saw some kind of hover bike coming towards them and a man with a black, sleeveless variation of the blue SHIELD uniform. He was carrying a bow and multiple arrows.

Fury smiled at the once again speechless superhero, "This is what you're taking."

**New York City. OsCorp Tower**

**5 Minutes Ago to Now**

Morris watched from the top of the OsCorp tower and snickered, the people down there had no idea what was about to happen to them. He loved this moment, the calm before the storm. This is what he had lived for in his navy days, that moment where everything was quiet and the day looked peaceful before BAM! The first shot was fired and the battle commenced.

Now thinking about the first shot, Morris recalled his talk with his new ally, the Dmitri.

"_Okay, you have my attention." Morris said. _

_Dmitri smiled and pulled out a small metal device with a screen on it, the screen lit up and a green hologram of the interior of the OsCorp building sprung up, "While attacking the support columns may topple the building and destroy the only place of refuge Norman Osborn has, it would be a better idea to drive him inside and my employer and I believe we may have some technology that could help you create a wall of water so large that it would cover up to three quarters of OsCorp tower._

_"Morris shook his head, "Hold up, who's this employer of yours. I ain't agreeing to anything without a talk to this man."_

_ Dmitri sighed, "If you must. We were not unprepared for such a situation." _

_Morris watched as the hologram changed to a picture of a man cloaked in shadows and, although well removed and far away from this man, felt intimated and quite scared. The head in the shadows hadn't said a word and he was already very frightened of what might happen next. _

_"Morris Bench," the man said in a thick German accent, "Your accident has been a source of great interest for me. I believe you may be the key to toppling a man who has just begun his career as a thorn in my side."_

_Morris smirked, "Yeah, Osborn!"_

_The man in the hologram shook his head, "No, I was talking about the Spiderman. Luckily, where danger goes, he follows, so you can still have your revenge on Osborn." _

_Morris seemed confused but nodded, "Ok, I'm ready for your upgrades," the now super villain said. _

_The hologram man made a smile, "But you should realize that a favour from me will require some kind of repayment later on," Morris nodded, "Good, please follow my good friend Dmitri."_

Now with his upgrades, Morris began his plan. He closed his eyes and began focusing on the ground. Underneath OsCorp, a great rumbling was heard as all the water that ran below New York City attempted to break free of its pipe system.

Next, Morris expanded his body by liquefying himself and used a final push to cover the whole building in a wall of water. Everyone at the press conference stood and screamed as a thick wall of water surged above and around them, pulsing upwards in an amazing blue spiral. A few tried to escape but the water was dense enough that it was impossible to push through.

From the top of the building, a man jumped down, his descent slowed by a podium of water that caught the man and pulled him down slowly to ground level. "Good afternoon rich pigs," The man said smugly, "The name's Morris Bench, but after my spectacular display, I think it would be a little more appropriate for y'all to call me the Hydro-man!"

* * *

**So, what did you think.**

**I know it was short but there will be more chapters. In all honesty I didn't really enjoy this chapter and I wouldn't blame you if you didn't.**

**After I'm finished with all the origins in this story I may focus on other stories to try and get the universe going so expect that.**

**I hope you picked up on all the references.**

**Thanks for reading.**

**~Marvel11611**


	5. Paths PART 2

**Chapter 5**

**Paths PART 2**

**Here's What You Need to Know**

Peter Parker gained amazing powers but used them for selfish reasons, unintentionally creating a path that led to his Uncle's death. Now using his powers responsibly, Peter Parker is better known as (and not known as) the Amazing Spider-Man.

Morris Bench a.k.a Hydro-man hates Norman Osborn because of how the head of OsCorp tried to destroy the ship Morris was working on and giving Morris the ability to manipulate his body into pure water.

The Hydro-Man just began his attack on OsCorp.

The Red Skull, World War II enemy of Captain America, lives on and is planning to end all superheroes who could taint Earth's people (He puts it so nobly).

**OsCorp Tower. **

**New York**

Spiderman crawled down the OsCorp building as fast as he could without being seen, not that that was hard considering that inside the water cone was pitch black. Luckily, he didn't need light see, using his spider sense to guide the way.

What Spidey knew about the situation was very little. The Hydro Man, as he was now calling himself, had attacked OsCorp and was now holding the whole building hostage. Unfortunately, his only demand was for a coffin. A coffin that could fit Norman Osborn. Spiderman had to stop this quickly.

Spiderman's spider sense was telling him that he was getting closer to the bottom, so he slowed down and crawled around the tower until he 'see' the outside. The various media people, business men and women, scientists and just ordinary civilians were standing in a large group. Hydro-Man was nowhere to be seen, until Spiderman saw the spout of water flowing up OsCorp with Hydro Man on top of it.

Spiderman sighed and climbed down onto the grass. While he wanted to save the civilians now, there was very little he could do and stopping Hydro-Man would be the biggest help to these people. So Spiderman snuck past them and into OsCorp Tower.

* * *

The tower looked untouched on the inside, like it was a normal day. Everything was intact and nothing had been thrown away. The only difference was that it was empty. No-one was in the building, which was unfortunate because a scientist would've been very helpful to Spiderman right now.

He was currently on the third floor of OsCorp and had no idea how to get to the top quickly aside from, very visibly, running up the side of the tower. He needed an elevator and unfortunately he could not locate one. However, he reasoned that if he just climbed upwards he'd reach the top eventually, hopefully it wouldn't take too long.

**On Top of OsCorp Tower**

Nels Van Adder had now completely transformed into his nightmarish visage. He had blood red skin with massive muscles and his hands sported talon like nails. His once well groomed blond hair now long, dirty and scraggly and his once blue eyes now a horrible black with red pupils. He was wearing ripped black pants and what was left of his black t-shirt. He looked like exactly like the name he had been given, Goblin, and was currently staring down Norman Osborn.

"GIVE…CURE…NOW!" The Goblin roared, spit flying from his mouth.

Norman frowned, "You aren't done yet, Van Adder," He responded.

The Goblin then leaped forward with his superhuman strength and grabbed Norman, lifting the millionaire up by his collar and holding him over the edge of the building, "CURE!" He screamed again.

Norman wouldn't let it show but he was frightened. Van Adder need only lose a little more of his humanity and Norman would go hurtling 90 stories to his death.

"Stop Bench, and I'll give you the cure." Norman said, conjuring up his usual tone.

The Goblin nodded to signal that he understood and put Norman back on the roof before looking up at Hydro-man. Once The Goblin located him, he pulled out a small remote and, working on memory not intelligence, pressed a large green button to call the OsCorp Proto Glider to the roof.

**Inside OsCorp**

Spiderman hit floor 65 and sighed. He still had 25 floors left and no idea how much time he had left to clear those floors. With every second that passed another innocent civilian could be put in danger and every time that happened he failed the people just a little more.

Spiderman heard a whoosh of jet engines behind him and turned around to a hover board looking machine rushing towards the top of the tower. It was now that Spidey had an idea, if he webbed onto the thing he could probably get right up to the roof of OsCorp and stop Hydro-man.

Spidey waited until the hover board passed him before shooting a web towards it. Once connected, he felt the web pull tight and yank him into the air. "_Ow_," Thought the hero, "_That is not something I want to try again, EVER_."

Spiderman saw the roof getting closer and closer and realized that he was probably going to smash into it. He braced himself for impact as the glider reached the roof but found that he didn't need to as the glider shot a hole through it with a laser from one of the many weapons that Spidey was only just seeing now.

Once he was clear of the roof Spiderman landed gracefully on the top of OsCorp Tower and surveyed the area. To his right was Norman Osborn who was standing quite calmly for someone who was in imminent danger, almost directly above the hero was Hydro-man, still focusing all of his efforts on keeping the tower of water from collapsing and now rising into the air from Spidey's left was the rumored Goblin who could now be considered much more than a rumor.

"_If the Goblin even touches Hydro-man a lot of people will die from the wave created_," Spidey realized, "_I can't believe that my first super villain battle will be saving another super villain_."

With that, Spiderman launched himself at the Goblin.

"HEY UGLY!" Spiderman yelled out.

The Goblin turned around to investigate the voice approaching him and was met by a fist to the face as Spiderman landed right in front of him on the edge of the glider. The Goblin grunted in momentary pain before anger clouded his thoughts and he forgot all about the man he'd been commanded to attack and focused all of his energy on hurting Spiderman.

The Goblin threw a punch at Spiderman but it was dodged, along with the follow up punch. Spiderman kept relying on his spider sense to avoid being hit but it was getting harder as his spider sense couldn't discern whether hitting the water wall and falling 90 floors was a bigger danger than the Goblin's punches and Spidey was beginning to get confused.

With his head hurting and not knowing where his attention should be, Spiderman was hit by a huge right hook from the Goblin and fell from the Glider onto the roof.

"_Parker, we need you to keep Hydro-man intact for a while. We're working on a way to get rid of the water wall without killing everybody in a 10 mile radius_." Nick Fury said through the ear piece he'd given Spiderman.

"Work fast, because the Goblin from the news is trying to rip him to shreds and he's going through me to do it!" Spiderman responded hurriedly as the Goblin landed in front of him and began to charge.

Spiderman flipped out of the way of the Goblin's attack and shot a web line around his hands. The Goblin struggled against it but couldn't free himself quickly enough to stop Spider-man from grabbing Norman Osborn and jumping off of the roof with him.

"SPIDER!" The Goblin roared in fury as Spiderman disappeared over the edge of the tower.

* * *

Spiderman fell quickly towards the ground while carrying Osborn under one arm. Once he got close enough to the ground Spiderman shot a web line onto the tower and swung safely onto the ground with Norman.

"I had that situation completely in hand Spiderman." Norman said.

"Yeahhhh…" Replied Spiderman, not really believing him, "I have to get back up there, stop the mess that you're being blamed for so…Know a fast way up?" He asked.

"You could take the elevator." Stated Norman in a 'as if you didn't think of that' tone.

"And where might this elevator be?" Spidey asked. Norman took him to it and let him in,

"Good luck," Norman said befforts he added a word just as the doors closed and Spiderman couldn't hear him anymore, "Peter."

* * *

The Goblin was getting closer to Morris and was ready to knock him out, unaware of the repercussions for doing such a thing.

As his fist approached the Hydro-Man, a large light shone through the water wall. Then a couple more appeared and then there was light covering the whole building before the water evaporated into steam.

The distracted Goblin fell off of the building and called his Glider as SHIELD appeared with Nick Fury leading the charge.

"**MORRIS BENCH, STAND DOWN IMMEDIATLEY BEFORE WE HAVE TO TAKE ACTION!**" Fury yelled through a loud speaker.

"No way. Someone has to stand up to OsCorp and that person is ME!" Morris yelled before shooting jet streams of water at the SHIELD crafts.

The agents scattered soon as Morris took out a ship. The agents began firing at him but he blocked all of the shots.

"Lift your game assholes. Give me a challenge!" Taunted Morris.

"A challenge you say? Well, Wet N Wild, here I am" Spiderman quipped.

Spiderman jumped forward towards Hydro Man who shot a jet of water. The hero dodged using his spider sense and continued attacking, Hydro Man fired off two more jets which were both dodged and Spiderman won the first attack with a punch to the face.

Hydro Man however, stood his ground and punched Spidey back with a fist made of water that filled up Spiderman's mask and left him breathless.

As the liquid seeped out of the mask and Spiderman regained his breath, Hydro Man landed two more punches into the hero's gut. Spiderman doubled over for a second, winded, before being thrown off of his feet by a kick to the face, "Some challenge," Hydro man laughed before he started flooding Spiderman with water.

Spiderman could barely breath as the water went straight into his mouth and filled up his lungs. He choked and sputtered as he became weaker and began to panic. "I…Gotta…Kick…Him…OFF!" Thought Spiderman, the last part accompanied by a kick that sent Hydro Man flying.

Spidey rolled onto all fours and vomited up a bit of water before shakily standing and curling his hands into fists, "Okay…Let's get ready to rumble." Spiderman panted, then he launched himself at Hydro Man.

The masked hero got in three punches to Hydro man's face and the villain stumbled back. Hydro Man threw a jet of water but it flew harmlessly past Spiderman, Hydro man was beginning to tire.

Spiderman shot a web and latched onto Hydro man. Spidey pulled him over and punched him in the face then webbed his head and pulled it into the ground, knocking Hydro Man unconscious.

Spiderman webbed him onto the ground and called in a SHIELD team to take him into special custody. Spiderman next looked around for the big, red Goblin with whom he had battled earlier but he was seemingly gone. That was, until he came flying down on his glider through the roof, taking Spiderman with him.

The pair crashed down a few floors before hitting a metal walkway that wouldn't break. The pair rolled to opposites sides of the walkway before getting up and staring each other down.

The enemies then charged each other. Goblin threw out a massive fist but Spiderman ducked underneath him and webbed his chin on the way, pulling the Goblin down and onto the ground. The red behemoth turned angrily and snarled as he charged again. Spiderman dodged two punches and a kick before throwing his own punch in, but he ended up punching the Goblin's own approaching fist.

The impact nearly shattered Spiderman's hand and the hero pulled his fist back and shook it. However, this just served to aggravate the injury however and the hero quickly webbed it up but this left him vulnerable to the Goblin's next punch, which threw him off of the walkway.

Spiderman landed heavily in a lab a couple of floors down and tried to push himself up but couldn't do it. After fighting Hydro Man and the Goblin he was spent and his body was taking lots of punishment.

Spiderman looked around and saw a cabinet full of vials labeled 'Goblin Cure'. Spiderman grabbed a vial and tried to stick it into a syringe but was interrupted by the Goblin's arrival.

"SPIDERMAN…DIE!" Goblin roared.

Spiderman approached the Goblin, "No...More…Goblin," He panted, then threw the vial down the Goblin's mouth.

There was a loud gurgling and crunching noise as the cure went down followed by the Goblin collapsing to the floor.

He began to shake as his skin returned to its normal color. His eyes became blue and his talons became nails. His muscles became less than desirable and he shrunk down a few inches.

Spiderman approached the man slowly. He seemed to be alive but Spiderman didn't know if he was dangerous. However, the man looked up at the hero and gasped.

"Peter!" He said and Spiderman stood back shocked.

"How do you know who I am?" He exclaimed.

"Norman…had me track…you." The man said.

"Does he know?" Spiderman said, removing his mask.

"Yes…follow." The man panted, standing shakily and hobbling away.

Peter followed cautiously, not sure what to expect. The man led him to a different lab and typed a password into a computer. The machine loaded for a second before files appeared on the screen.

The man, who Peter knew as Dr. Van Adder from the username, placed a USB stick into the computer and downloaded three files onto it, Richard Parker, Mary Parker and Oz Spider.

"Read…these…your…father…was very…important." Van Adder said.

The Doctor then collapsed suddenly and couldn't get up. Peter crouched down to him, "Hold on, I'll get an ambulance. You'll be fine." Peter assured Van Adder.

"No…he'll just use…me." Van Adder exclaimed.

"Who'll use you?" Peter asked. Van Adder looked as though he was about to reply but began to cough violently.

Peter grabbed him and tried to move him but Van Adder pushed him away.

"Don't…trust…OsCorp." Van Adder said before blacking out.

Peter grabbed him and quickly exited the building. He swung off to the nearest hospital. But Van Adder had already died in Peter's arms.

Peter was feeling down, in less than a fortnight he had been directly responsible for two people's death.

With only one thing to do, Peter swung back to OsCorp, grabbed the USB and swung away home, with a bitter sweet feeling dwelling over him after his first battle.

**Parker Residence**

Peter twirled the USB stick around in his hands. His laptop sat in front of him, ready to reveal something so important it meant more than Van Adder saving his own life. Peter wasn't sure he exactly wanted to know what was on it but…he knew that he had to find out.

He popped the stick in and watched it load. Once that was complete, he opened up the file for it and stared at the three newly presented files. Richard Parker, Mary Parker and Oz Spider. Peter didn't know which he would open first and decided to go in order, Richard Parker first.

He clicked Richard Parker and saw a great many more files appear and clicked the one that caught his eye first, 'Glider 1.0'.

The file opened with specs for a machine like the Goblin's Glider, the video that Peter had seen in OsCorp* and a new video Peter hadn't seen.

(*Check out TASM #1)

Peter clicked on the new video and waited while it buffered, trying to prepare himself for whatever he might see. His father's face appeared and Peter pressed play, shaking a little at seeing and hearing his father for the first time in years.

"_The Glider is a revolutionary new form of transportation that Norman plucked straight from Science Fiction movies. It brings to life hover boards in a very real way and evens goes a step further as being able to fly high into the sky. _

_With some adjustments we, Norman and I, have been able give it the weapons systems that are required and we believe that it will be able to help us in any future war we participate in. _

_However, I'm not completely sure we have worked out the bugs yet. The Glider is still large and hard to maneuver_…"

Peter turned the video off at this point because it wasn't telling him anything about his father except he may have created the weapon that Spiderman's enemy used.

The next file Peter chose had the same name as one of the original three 'Oz Spider.' Peter clicked on it and this time, just one media file showed up, it was a document containing facts about the spider. Peter opened the document and read.

_The Oz Spider is a creature we are very lucky to have. When Richard Parker returned to OsCorp with it I was skeptical to say the least but tests have shown very promising. It is by far the strongest, most agile and fastest spider we have ever seen. It can jump up five inches which is proportionate to us jumping up about 4 meters and its webs stay fresh for over a week. _

_The spider's origins however are unknown. We have, however, seen drawings and heard legends of spiders much like this one granting_…

"Peter, there's someone here who wants to see you!" Aunt May called from downstairs.

Peter closed down the documents and hurried downstairs to see who was at the door.

He couldn't see the person at first because Aunt May was blocking his view but once he got to the door he was in for the shock of the day, which saying something considering of the Van Adder ordeal, because standing in the doorway was one Tony Stark, the millionaire leader of Stark Industries and one of the smartest men alive.

"Peter Parker?" He asked, but knew the answer anyway, "I'm here to offer you a job at Stark Industries."

**Epilogue 1**

**SHIELD Headquarters**

Nick Fury watched as Stark arrived at Peter's house and sighed. Even though he couldn't get the boy to sign on for SHIELD he still hoped he would join Nick's other project. This one was off the books, an outside of SHIELD operation. It was one that he compiling currently as threats to the population became more and more frequent.

The idea, unfortunately, was falling apart. Bruce Banner hadn't been seen since 2010, Black Widow was on the other side of the fight and Clint Barton was currently serving a prison sentence.

Fury was losing hope but he knew that when the time came, and it would, that the heroes would be there to help.

**Epilogue 2**

**Red Skull's Hideout**

Chameleon stood with the skull in his office. The Skull was once again staring out through the window at New York City. It fascinated him, the way it worked was very odd. The Skull would one day conform it so every single person was on the same page, his page.

"Bench was a disappointment I must admit." The Skull said, "He had such potential…no matter. We proceed as planned. What is the report on the Spiderman?"

"He is getting better, as he fought more his technique shaped up but his still a bit sloppy. He has no forethought for his actions and has twice now been forced to improvise to save his own life." The Chameleon reported.

"This is good. Make sure that Spiderman has a lot of trouble over the next few weeks, I need him distracted while I recruit some more soldiers to our cause." The Skull said then dismissed Chameleon with a wave of his hand.

He counted his team in his head, "_Chameleon, Ghost, Winter Soldier and Crossbones. The squad is near complete, soon I can wage my war and fight for the cause. The Fourth Reich shall be a grand one_."

**Epilogue 3**

**OsCorp**

Norman turned off the screen showing Van Adder's final moments and sighed. The Goblin had been quite an interesting endeavor. Norman still didn't know why Nels had died after being turned back but it was something that could be looked at in later versions of the serum.

"_Sir, Dr Michael Morbius is here to see you_." Informed Norman's assistant.

"Send him up." Norman replied.

in a few seconds, the world renowned scientist entered Norman's office. He was a plae man with long brown hair that was combed neatly. He was in some fancy clothes from his home country in Europe and had a very apprehensive look on his face.

"I was quite surprised by your call Mr Osborn." Morbius said.

"I hope it was not the wrong call." Norman replied.

"Oh no Mr Osborn. I can assist you on many projects." Morbius exclaimed.

Norman nodded, "Good. I want you to start work on Oz Serum straight away." Norman said dismissed Morbius.

"Norman looked back at the screen and smirked, "Don't worry Van Adder. You have left a great legacy behind. We will continue your work, let's say that you were a _Prototype Goblin_!"

* * *

A.N

There you have it folks. Those two storylines were called the Beginning Saga and that's now over. The next story arc is named "Shed" and will feature everyone's favourite scientist turned reptile Curt Connors aka The Lizard.

There was a reference to Bruce Banner in the epilogue and that acknowledges his appearance in my newest story Tales To Astonish. That is why this chapter took so long because I wanted a reference to The Avengers and that was the best way I could do it.

Also, Michael Morbius' appearance isn't setting him up to appear as a vampire soon so all of you vampire fans will have to wait.

Please go check out my other stories in 11611, Tales To Astonish and Captain America: Sentinel of Liberty, as well as Secret Avengers Marvel NEW! The title I'm writing for the marvel fanfiction site I'm running called Marvel NEW! It basically gets writers writing their own run on a marvel title.

Thanks for reading and please review.

* * *

_Next Issue_: **SHED PART 1-**Peter Parker dives further into his Spiderman persona as a new gang of thugs rises. Why does Tony Stark want Peter working for him and what lengths will Norman Osborn go to get Peter for OsCorp? Dr Curtis Connors, a scientist who's best days are behind him. What lengths will _he_ go to for a breakthrough.

Prepare, Spider-Man's hardest battles are still ahead of him!


	6. Shed PART 1

**Welcome back True Believers. The Hiatus is over and just in time because something sinister is happening in the world of Spiderman. Lizards, gangsters and a redemption seeking teen lies ahead of you.**

**Thanks for being patient and not getting on my case. I finally got my new computer a week ago but I had started the chapter on a different computer a couple of days earlier so I finished it yesterday and now it is ready.**

**Cover:** Peter shaking hands with Curt Connors. Peter has a spider shaped shadow and Curt has a lizard shaped shadow.

* * *

**Chapter 6 **

**Shed PART 1**

**Previously…**

Peter Parker, scrawny teenage genius, was bitten by a mysterious spider. The bite gave him special powers such as the ability to crawl on walls, the proportionate strength and speed of a spider, amazing agility and a sixth sense that warns him of imminent danger.

Peter used these powers at first for selfish reasons but when his uncle died as a result of this Peter used his powers to become the hero Spiderman!

Spiderman was contacted by SHIELD and assisted them against Hydro-man, the water powered villain and defeated the savage monster called Goblin.

Norman Osborn had a hand in creating both of these bad guys and now is employing Dr Michael Morbius to work on the serum that created and killed the Goblin.

Peter Parker was offered a job at Stark Industries by Tony Stark...

**New York Division of Stark Industries**

"…and that completes the tour," concluded Tony Stark.

Peter looked around the final room, Tony's office. It was large, about the size of the upper floor of Peter's house. The room had white walls and famous paintings hanging on them. The floor was immaculately kept carpet and on the work desk was a computer Peter was pretty sure wasn't available to the public.

"So…what do you think?" Tony asked the teenager proudly.

Peter was speechless for a second, "It's…pretty freaking awesome!" He exclaimed.

Tony smiled, "Good, now there's one place I haven't shown you yet and that, is your area."

Tony informed Peter. "I have an area?" Peter asked incredulously. "

Yep, you'll be helping in out in some of machinery development," Tony stated.

The teenager looked on in amazement as Tony took him to the machines wing and finally his area of work. Inside was a group of men and women each recording some kind of readings off of a large machine.

"Peter, meet your newest colleagues. Sajani Jaffrey," a tall, black woman, "Grady Scraps," A portly man with long golden brown hair, "Otto Octavius," a short man with receding black hair, "Max Modell, your boss," a large man with a red beard and ponytailed hair, "And another young recruit, Uatu Jackson," an African American boy who couldn't have been older than 14.

The room stared at Peter and waited for Tony to introduce them to him, "Oh…Everybody, Peter Parker." Tony said.

The group all waved towards him before going back to their work. Tony turned too Peter, "Well, better get working. We expect some great things from you Pete," Tony encouraged.

Peter joined his team and Tony walked off to his office. In his office Tony looked over a report of a test that Peter took. While it had been disguised as a regular test it had been created to find the brightest kids of the modern age. Peter Parker, one of those teens, had scored the fourth highest score all around. Tony looked at the other tests. It was his job top find the top ten teenagers and get them working for him and ultimately SHIELD. It was another one of Nick Fury's plans for a scenario that required the greatest minds.

"Jeez Fury," Tony sighed to himself.

**New York. ESU (Empire State University) Labs**

"ARRRRGH!" Dr Connors screamed in rage.

He had just lost all of his funding regarding the work in Lizard/Human gene splicing. The experiments Connors had been conducting had been his last hope, his final chance at helping the world and himself. Dr Connors had once been an army medic. He'd been a pretty good one too, that was until a frag grenade had shredded his arm and he had to have it amputated.

After that Curt had lost a lot of drive and passion. He became a shadow of his former self. One day however, a message had come, it was in the form of a lizard, re-growing lost limbs. Curt had immediately worked his way to becoming the best scientist in the field of herpetology and recombinant DNA. In fact, last year Curt had been able to re-grow the limb of a rat. It had worked momentarily before the rat died. It was his greatest breakthrough but since then he had made barely any progress and the university had told him that he needed to move on.

This did not sit well with the doctor and explained why he had just turned his office upside down. Curt had spent twelve years on this topic, he had spent over a decade working out to transfer lizard genes to other animals and now he was being told that there was no future for it…well, he would show them.

Using what formulas and money he had left, Doctor Curtis Connors would prove to the world that DNA splicing was not only possible, but happening and helping humans everywhere.

**New York. Midtown High**

Peter walked around to his locker and wearily got his books out. He hadn't a full night's sleep since he became Spiderman about four weeks ago. In that time he had stopped numerous crimes, apprehended Hydro-man and stopped the Goblin but he was still considered a menace. The Parker luck struck again, he was doing tons of good and everyone hated him for it.

"Yo, Spiderman is a hero." Peter heard Flash argue loudly.

The super teen looked around his locker door towards the noise. Flash was in front of his friends with a newspaper in hand. He was angry about the article, which Peter wasn't too happy with either, labeling the Spiderman as a menace super-thug.

"Flash, the Bugle doesn't make stuff up, if they say Spiderman is up too something then they probably have a good source and evidence." Liz Allen argued back.

"UGH!" Flash grunted and stormed off in Peter's direction.

The smaller boy ducked behind his locker but Flash had seen him. "What are you looking at?" He asked angrily.

"Not much, I think it's cool you like that Spider guy though." Peter replied nicely.

"You mocking me Parker?" Flash accused.

"No," Peter replied strongly, seeing where this was leading.

"Ahh, forget it," Flash huffed and pushed Peter away but Peter stood his ground.

"You grow some stones or something recently? First you ask for a fight and now act all tough." Flash said.

"I'm not afraid of you, Eugene!" Peter replied.

"That's it Parker!" Flash yelled and threw his fist out at Peter.

Peter dodged it easily and began to walk away but Flash wasn't that simply deterred, "Get back here you little piece of shit," Flash screamed and jumped at Peter.

Peter just dodged again, "You're pathetic Flash. You pick on kids smaller than you because you can. GROW UP ASSHOLE!" Peter screamed at the bully.

Everyone grew silent, expecting Flash to rip Peter's head off but the jock didn't move. He just sat on the ground in stunned silence as Peter walked off. That was the first time Peter had ever really made a stand against Flash Thompson and it made the bully think.

**Later**

Peter swung through the city with thoughts on his mind. Flash had acted really weirdly today. Normally if Peter had done anything to make Flash look weak or stupid he would normally be pummeled, but today he had won. Peter had stood up for himself and he didn't even have to use his fists. Peter had to admit, he was proud.

**New York. ESU Labs**

Two weeks, Curt had two weeks to get rid of all of his research before moving on to some other project that he had no interest in whatsoever.

All of this change was killing Curt, a lifetime of work in trying to help people and now he was being forced to develop machines that would make coffee…or something equally useless.

Curt was working like a madman however, as he knew that if he could make a breakthrough in two weeks the university would renew his funding. Unfortunately, he wasn't making progress. No funding meant no new equipment and the old machines just weren't cutting it.

Curt sighed in frustration and looked at the lizard tank containing his subjects, "You hold the key to fixing some of our worst problems and I have to abandon you for nuts and bolts. It's a sad world we live i…" Curt was interrupted by a loud bang around the corner.

Running to see what it was Curt was greeted by the sight of man in a large yellow jacket with a hood pulled over his head. He had orange tinted glasses on and jeans with boots that completed the look. The whole getup made him look like some kind of d-list villain from comics and movies.

"YOU WONT STEAL THIS WORK FROM ME!" The man yelled, shooting a blast of energy across the room that tore a hole in the roof. " YOU'RE ALL THIEVES!" He continued, but stopped in shock as red and blue blur jumped through the window.

"Hello pot? This is kettle, your black," Quipped the Amazing Spiderman as he landed on a support beam over Curt's head.

"What?" Growled the villain in confusion.

Spiderman sighed, "Because, you know, pots are black, kettles are black, you're a thief and you're calling ESU…ahh, never mind. I'm calling you hypocrite."

"You talk too much, I'm going blast you all the way to New Jersey and then I'll pummel you into the dir...MMPH!" The man said and shot a beam of energy at Spidermanwhile talking but it was dodged and Spiderman shot a web over the man's mouth, "I repeat, kettles and pots."

Spiderman jumped onto the ground and grabbed the weapon from the man but it wasn't that simple, the man shot another blast and knocked Spiderman into an energy box. The hero jumped up, avoiding the electricity that arced out of it.

The bolt, however, struck one of Curt's vials and electrified it. Curt didn't see the blast as he was too enthralled with Spiderman tying the maniac up and hanging him upside down from the roof.

"You alright?" The hero asked Curt, who nodded his reply through.

"Okay then, I best get going." Spiderman declared and swung off through the roof.

Curt walked back to his lizards as the moment faded, "Better get back to work." He said.

Curt picked up the formula that had been zapped and picked up a three armed rat, "Okay Brian, let's give you four fully functioning legs." Curt injected the serum into Brian and set him back in his cage. He watched the rat for a second but nothing happened, then everything happened. Brian grew his leg back slowly. The limb appearing magically.

Curt's mouth dropped as the little rat walked without a limp for the first time in months. Curt felt a tear come to his eye as all of his work was finally paid off. The scientist ran to his superior, a floor down, to get his attention but what Curt didn't see, was the scales growing on Brian as the Lizard DNA took over.

**Back on Curt's Floor ****just minutes later**

Brian lay dead in his cage but he was no longer a rat. Scales had overtaken his body, sharp teeth jutted out of his snout and his eyes were now slits, Brian was a lizard.

"This is no rat, Connors." Curt's superior, one Spencer Smythe, observed.

"No sir, he was a rat, it must be the Lizard DNA. It must have replicated over his rat…" Connors replied but was cut off.

"Do I look like a fool, because that's how you're treating me and I do not enjoy that. Stop wasting my money and my time Connors." Smythe argued.

"I'm not. Spencer listen…" Curt tried to reply yet again but was cut off.

"I do not care for excuses Curt…You're fired." Curt was shocked, "Wait…what."

"I'm tired of your constant insistence that you know what you're doing and it stops now. I no longer want you working here." Smythe informed.

Curt felt a great rage building inside of him, "Fine. That's fine Smythe, I can complete my work elsewhere," Curt said and he began to walk out, grabbing only his notes and jacket.

**New York. OsCorp Tower**

Norman Osborn was in a foul mood. He'd just received word that Peter Parker, child genius and Spiderman (although only Norman knows he's the latter) had apparently just been signed over to Tony Stark.

"Get me Dr Warren please," Norman ordered to his assistant.

Two minutes later Dr Miles Warren walked in. He had short brown hair and a brown moustache. Large glasses and his lab coat gave away that he was a scientist and once an underappreciated nerd but now, Miles was one of the leading geneticists in the world and he knew it.

He wasn't just confident in his abilities he was 100% sure of everything he did. This was a man who could the job done.

"Good morning Mr Osborn, is there something I can help you with?" Warren asked in an upbeat manner. The kind of outlook you have before you realize something terrible is about to happen.

"I'm sure that by now you've heard about Nels Van Adder's disturbing death in his lab?" Norman asked and after a nod of Miles' head he continued, "Well you need to hear the truth. The reason Van Adder died was because he was that dreadful Goblin creature that had been rumored all around New York in the last couple of weeks." Norman informed Warren.

Miles sat for a second in stunned silence, there had been many things he thought could've happened when he was asked to enter Osborn's office but this was not one, "And what does this have to do with me?" Warren asked cautiously, very aware that his words could send him to horrible places. Like the geology department*.

(*_Shameless nod to Big Bang Theory-Marvel11611_)

"You see Miles, Nels Van Adder was just steps away from recreating the Super Soldier Serum but he failed. However, another doctor is coming close to it as well and I think we can use this to our advantage," Norman said, Miles waited for him to continue and the boss did, "You have your meetings with Hank Pym every second Sunday as I remember it, yes?" a nod from Miles, "Good. I want you to mention that Curt Connors is almost out of a job and hiw brilliant his work is. I want you to convince Pym that Stark Industries needs Curt Connors and that they should hire him now."

Miles was confused now, "And why wouldn't we get him here at OsCorp? Sir," Miles asked.

"Curtis Connors may be close to creating a super soldier, but he's also close to creating a monster that could kill hundreds of innocent people. If that happened at Stark Industries imagine how much money Tony Stark could lose. We would have no competition in New York and I could convince Peter Parker too come over and work for me."

Norman finished. Miles Warren looked at the roof for a moment in thought before staring back at Norman, "Okay, I'll help, but I want a new lab assistant and a raise. Only because of how bad this could look if it comes back to me." Warren bartered.

"Get me this done Miles and I'll upgrade your whole lab." Norman confirmed.

"You have yourself a deal."

**Stark Tower A Week Later**

"Mornin' Curt," Max Modell greeted the newest member of his team.

Curt smiled at his new boss as he settled into his work space. He'd gotten the job at Stark Industries three days ago, his impressive resume leaving Tony with little doubt Connors could accomplish great things under the right environment, and two days ago

Curt had started with the Horizon Group (as Modell's team was called due to the level of their research).

"Gotten any closer with to the mystery variable that made your last serum successful?" Asked the also present Grady Scraps.

"No. It's still a mystery but I believe it has something to do with radiation due to the circumstances of the fight during which it became the only working version." Curt sighed.

It was frustrating, achieving this level of a breakthrough while not knowing what made it work.

"Well, I'm sure you'll get it Cur…" Max began but was stopped by the loud noise of a clumsy Parker running in.

"Curt," Peter gasped excitedly, not fully believing what he knew, "I was thinking about what you said and I realized something," Peter began, "ESU said that there was a large power surge right before you reported your breakthrough right?" A nod from Curt, "Well what if your formula wasn't altered by radiation but by electricity." Peter revealed.

Curt immediately turned to his notes and judged the data recovered from his last test to Peter's theory before turning back with a big smile, "He's correct!" Curt said.

Peter had his mouth open in shock. He had just helped create something that could literally help millions of people worldwide.

"Well, I'd say this is cause for celebration," Modell announced, clapping his hands together.

Curt stood up and shook Peter's hand, what a partnership they could have.

**New York. Osborn Apartments Penthouse**

Harry Osborn stared at his friend incredulously, "OK so let me get this straight. When you leave school, you're giving up science and math _class_ for science and math _real life_?" Harry asked.

"Yup," Peter replied his mind on Harry's TV where they were playing Call of Duty on the X-box.

Harry let out a large breath, "You…puzzle me Peter Parker," He told his friend, "You're 18 in two weeks, out of school in a few months and your main focus is more school."

He paused for a second to let that sink in with Peter, "You should be thinking about parties and travelling and relaxing and GIRLS! Mostly girls. For you I would say Gwen Stacy." Harry said.

Peter freaked out for a second and threw a virtual grenade, blowing himself up, "What do you mean I should go for Gwen Stacy?" He asked frantically, worried his crush would be unveiled.

"C'mon Pete, it's pretty obvious you're into her and I think she likes you too," Harry explained, "If I was you I'd ask her out before your birthday so you can get some…special birthday presents from her." Harry said cryptically but Peter knew what he was implying.

"Dude c'mon. After two weeks of dating I'd be lucky to get dinner with her parents let alone that." Peter replied but this time it was Harry who knew what was implied.

"Well anyway, go for it man." Harry instructed Peter.

Always one to sabotage his social life, Peter shook his head, "No. We just became friends and I don't want to ruin it."

Harry huffed, "Well then, you're soon gonna enter the friend zo…" Harry started but an opened door stopped him.

Norman Osborn walked in and all of the energy in the room leapt to him immediately. He commanded the room which was probably why he knew that this particular visit here would get him what he wanted, a conversation with Peter Parker.

"Seeing as you're not doing anything important Harry, I'm going to need Peter for a minute or two." Norman said, working in a way to make Harry feel bad for not studying for his final exams.

"Yeah, sure dad, whatever." Harry mumbled dejectedly. It was no secret that Norman Osborn was disappointed with his son.

Peter waved a small goodbye to Harry before walking out with Norman. In the living room, an enormous rectangular room with expensive paintings and statues all around it, Norman sat on the couch and motioned for Peter sit across from teen joined the millionaire and waited for the latter to start and so he did.

"Peter. I've known you since you were six and Harry mumbled something about a boy who was better than him in class. I urged him to make you an ally and utilize your brain and look, eleven years later and you have my son at a B average. If you can help him like that just imagine how you could help the world. On that note, I would like to offer you a job OsCorp." Norman said.

Peter stared at him for a second, he wasn't really expecting this, "That's…uhhh…very nice Mr Osborn and I thank you for the offer but I just started working at Stark Industries and I don't think I've received all they have to offer me, sorry." Peter replied, rejecting the proposal.

"Don't apologize Peter, I never do. But just keep this offer with you because if things don't work out at Stark Industries I would welcome you to OsCorp in a heartbeat."

"I'll keep that in mind sir." Peter assured before walking back to Harry's room.

Norman walked into his personal office and pulled out his phone. He dialed the number of Miles Warren and waited for Miles to answer.

"Yes Mr Osborn?" Warren said, fully expecting an order of action.

"Peter Parker didn't take the offer, as expected, therefore I want you to begin helping Curt Connors." Norman said.

"I understand." Miles replied and hung up.

Norman stared out at New York City through his glass wall on the end of his office. Soon the whole city would belong to him. He would be a king and he would make this city the most advanced area in the world. Norman was a conqueror and he planned on conquering this planet.

**New York, Midtown High**

Peter walked into the school courtyard at the end of the day. Another 7 hours of easy classes and daydreaming of fighting crime instead led to Peter being very hyped up for his patrol of New York that coming night.

"Hey Peter, wait up." Called Gwen Stacy from behind him. Peter smiled, he and Gwen had become pretty close friends since she moved into the school and Peter, having taken Harry's advice was going to ask her out tonight.

"Hey Gwen," Peter greeted, his smile remaining on his face, "What's up?"

"Just wanted to know if you were having some sort of birthday celebration. Y'know, 18 is a big event and it only happens once." Gwen inquired.

"No, I'm not actually having one. I don't really have enough friends for an actual party to take place." Peter replied, the smile slipping from his face.

"Oh okay," Gwen said awkwardly, "Well…anyway…want to catch the bus to the library with me. I'm going to study for science and I could use some help." Peter's eyebrows rose at this, Gwen was not bad at school in fact she was maybe his intellectual rival.

Peter's eyebrows rose again, was she asking him out? "Yeah…okay cool." Peter replied, not missing the faint red colour appearing on her cheeks. BZZZZZZZZZ! Peter's pocket began vibrating.

He checked his phone quickly and groaned, "Crap!" He exclaimed.

Gwen could already tell that Peter was about to be called off somewhere. "Gwen, I gotta go. It's my aunt, she…called me over because of some emergency. I'm so sorry. I promise that I'll make this up to you. Bye!" And like that he was gone.

Gwen trudged forward, her day not quite as awesome as it was going to be. From behind her came a voice, one she knew well.

"Hey Gwen!" Flash Thompson called out.

She turned around angrily, "What?" She demanded.

Flash looked down at his feet and if Gwen didn't know better she would say he was nervous, "I know that I've been kind of a jerk towards you but if you could just hear me out, I want to talk to you and try to fix my mistakes." Gwen was taken aback, she had most certainly not expected that.

**New York, The Mysterious and Almost Certainly Dangerous Place Peter Parker Really Is**

Spiderman slowly descended down the ceiling. Below him was a group of men. All three were wearing business suits. One, a short man who was doing all the talking, had a very large briefcase in his hand. The other two were tall and muscly, enforcers Spiderman guessed, were holding a small brown box. They appeared to be in the middle of a deal.

Spiderman dropped onto the ground behind them. "Its Spiderman!" One of the exclaimed and grabbed out a gun.

"I'm not even going to touch on how original that statement is." Spiderman sighed and punched one the enforcers.

The one with the gun began shooting but Spiderman dodged every bullet and kicked him in the face. The hero then turned on the third man but he was gone.

"Huh, I wonder what they were after?" Spiderman pondered.

BLAM!

His spider-sense couldn't help dodge the final bullet and it slammed into his shoulder. Spiderman collapsed instantly, that was the first time he'd ever been shot and he did not want to make it a habit. The pain burned through him with the wildest flames of agony originating the bullet hole.

"You should never have come here Spiderman," the man threatened but Spiderman swore he heard fear in the man's voice, "You have no idea what this will start," now there was definitely fear, "Oh Jesus, the Big Man won't be happy about this."

With the remaining strength he had left, Spiderman fired a web and clogged the barrel of the gun. The man tried to shoot but the now jammed gun did nothing.

Spiderman fired another web at the man's legs and tugged hard. The man fell over and Spiderman webbed the rest of him onto ground.

"The Big Man? Who is he?..argh." Spiderman question, his voice gravelly due to the pain.

"You don't just give someone like the Big Man's name. Do you know what he would do. That man has the resources to make _me_ kill my family." The responded.

"How come, after a month of Spidermaning, I've never heard of him?" Spiderman continued.

"What, do you think he's an amateur?" The man scoffed.

Spiderman, his anger taking over, knocked the man out with a swift punch before tending to his own wounds. He webbed up his shoulder.

**New York, Stark Industries**

Curt stared at the formula. It was complete. His life for the past 12 years had all meant something now. He had finally created a serum that could grow back amputated limbs.

Now there was one final problem, Curt had to find a willing test subject. This was not always an easy task at Stark Industries for, despite his very 'bend the rules' personality, Tony Stark was not a man to use illegal tactics. Then it hit Curt, there was one willing test right here in this room. Curt needed to grow back an arm and he started this formula for himself primarily. Why not test it on himself?

"It is the fastest and easiest way to do this." Curt reasoned. He grabbed a large needle and prepped himself for the injection into his left arm. After a minute he was ready. Curt took a deep breath and inserted the needle into his arm.

He felt nothing as the formula went into his cells and began reacting with his DNA. Then he felt a sharp pain his stump. He could feel bones pushing through his skin and a new limb rapidly growing.

Curt collapsed to the ground as he passed out from the pain but in his sleep the arm grew back. Curt had succeeded and created the lizard formula but little did he realize that while his arm had grown back like a lizard he was also growing scales on his back and his neck. Doctor Curtis Connors hadn't just created a miracle, he'd created a monster.

* * *

**Okay, I'm back. I apologize for any grammar/language errors. I wrote this on a MacBook which has a different spellcheck then I'm used to. Anyway, I'm not sure about this chapter, I needed reasons for the Lizard to be born so that is what all of Osborn/Smythe stuff was about. I am not completely happy with it though, I wanted more time for the Big Man but I didn't want to move focus from the Lizard.**

**Anyway, I'm thinking of starting the Avengers (my version now) now but I want to wait until I've at least written Iron Man into Tales to Astonish! I've also started writing a possible Secret Warriors title because I enjoyed writing that so I'm leaving it to the people. There will be a poll on my profile asking about the next introduction of the 11611 verse. **

**Please review your opinion on this chapter, possible Avengers story and Secret Warriors limited series. Seriously, I want as many reviews as possible, even criticism (constructive if you can).**

**Thanks readers.**

* * *

_Next Issue-_It's Spiderman on the hunt in Shed PART 2 as the Lizard begins begins feasting on New York. PLUS! If a cross species battle royals isn't enough for you than be prepared for the Big Man's first...phone conversation? Believe me, it's better then it sounds.


	7. Shed PART 2

**YO! I'm back. Not going to lie to you guys, I haven't written for a while. This chapter seriously spans about 3 months of on an off writing so that's probably why it may feel choppy and sometimes fall out of continuity. I blame school. Boring boring stuff.  
Anyway, here's Issue 7 featuring the Lizard, Spiderman, Horizon and The Mafia.**

* * *

**Cover: **Spiderman's torso being covered by lizards.

**Issue 7  
Shed PART 2**

**Previously…  
**_Peter Parker started working at Stark Industries with the Horizon group._  
_Curtis Connors' desperate acts to save his life's work got him fired but a tip from Miles Warren led him to a job at Stark Industries as well._  
_Norman Osborn secretly planned for Curt to make a mistake with the formula and cause an incident, he didn't plan for Curt to use it on himself and Curt Connors is now transforming into a Lizard._  
_Stark Industries met with a thug who worked for the Big Man, a new crime boss in town. The Thug shot Spiderman who is now injured and slowed down..._

**New York, Building Top  
Two Days Later**

Spiderman, in his full uniform plus a web bandage on his shoulder, sat perched on top of the Daily Bugle building with one of their newspapers in his hand. He was catching up on the current information concerning Doctor Curt Connors' disappearance. The doctor had gone missing on Monday and it was now Wednesday and no-one had found him. To make matters worse, when it was discovered he was missing the crew at Horizon Wing had found only his coat with large claw marks in it. Peter continued his reading.  
"_Doctor Connors' was rumored to have been on the verge of a brilliant discovery and, according to new Captain George Stacy of the NYPD, detectives have not yet ruled out foul play from another company. ESU Labs are currently under investigation as that was Dr Connors' last place of employment…"  
_Police sirens in the distance pulled Spiderman out of his thoughts but as he left, still having to rely on parkour over web slinging, he promised he would find the doctor.

**Sewer System, New York  
That Night**

Curt Connors was barely there. He wasn't the shell, he was the thin film between the shell and the yolk, the small wall between his appearance and his instincts. Deep bubbling near the surface was a primal and animal rage just waiting for Curt to break, snap and tear enough that it could finally be at one with the beast.  
"**Let me out Connorsss,**" The beast said to Curt from the shadows of the sewers, "**Let me help.**"  
"NO!" Curt yelled.  
He would indulge this monster, _his _monster. Any leniency would lead to more deaths. Curt shuddered at that thought. The boy came to his mind immediately, that small child who had just been searching for his dog and Curt hadn't even had enough humanity to kill him before feeding.  
At that thought, Curt threw up.  
"**I hunger for the ultimate prey and ssso do you,**" The Beast hissed.  
Curt shook his head but in his mind there was an inkling of interest at the mention of the ultimate prey. It's scent had been in Curt's nose for the past two days. It had taunted Curt with its ability to be so close to him and yet so far away.  
"_Oh no…_" Curt thought.  
Now he could feel it, the monster had broken the surface. Curt let out a growl that sent the rats surrounding him scurrying for the safety of the shadows. He dropped to all fours and breathed hurriedly, feeling the change begin.  
His hands morphed into claws and his feet became longer. His right arm grew back to where it had once been and from behind him a tail appeared.  
Curt's breathing returned to him and he slowly got up. A low growl came from his mouth but it quickly became words, "**Yesss. Now I am in control Connorsss. ME! THE LIZARD!**"

**Midtown High**

Peter sat in the back of the class, his arm in a sling. The bullet wound had healed well and luckily not done too much damage thanks to his enhanced body but his collar bone had still shattered from the impact and a black eye had formed on his face. After explaining to his Aunt that it was all a bike riding accident he had gotten a doctor to fix everything up.  
Next to Peter sat Gwen and Harry. Gwen was trying to explain the equations to Harry but it wasn't going very far. Peter was just trying to block out the pain of being shot in the shoulder recently and as such, missed Gwen's and Harry's various attempts to catch his attention.  
"Hey Batman!" Was the call that alerted Peter. For a second he thought Harry had figured out who he was before remembering that he, in fact, was not Batman.  
"What?" Peter asked, wondering what they meant by Batman and Harry snorted.  
"You were brooding," He explained, "We need your help."  
Peter looked over at Gwen, "Can't quite handle him?" Peter taunted cheekily.  
Gwen just smiled and shook her head then pointed at the book, "You're further along in the chapter Pete. Harry isn't quite getting this and I feel you may have learnt more than I have. Anyway, chemistry is your thing, out mark me in biology and then you can taunt."  
Peter looked down at the book and saw what they were up to then saw Harry's problem, "You aren't balancing the equation correctly. If you keep it like that, your result would be nothing. Focus on each molecule by itself and then try it again. Should work." Peter explained.  
Harry looked at his book then the clock and back at his book, "Or I'll just do it as homework." He concluded.  
Peter shook his head and laughed before wincing due to his collar bone.

**The Docks**

William Baker and Aleksei Sytsevich stood at the docks, watching over an incoming shipment of weapons for the big man. Baker was a muscled but under-average height man with short brown and Aleksei was a huge man. Tall and ripped, he had once fought with the KGB but now was the Big Man's muscle.  
"Oi!" Baker shouted suddenly, pointing up at ship.  
The man Baker was addressing knew immediately that he was the one in trouble and turned around, revealing an automatic gun in his hands.  
"Put that down ya dumbass. Ya break that and the Big Man finds out he'll kill you an' me!" Baker scolded.  
The man rolled his eyes but put the gun down. Baker ignored the actions and went back to watching silently. Aleksei however, was not quite so patient.  
"These men have no brains!" He declared in his thick Russian accent, "Back where I fought idiocy got you nothing but bullet in head." Upon finishing he stepped forward but Baker got in his way.  
"Whoa big guy! You ain't allowed 'ta kill nobody unless the Big Man says." Baker warned.  
Aleksei snorted, "The Big Man! I say you are too scared! I am not, what is too be scared of here in New York?"  
At this point a hissing began behind them and the two men turned. From the water jumped a massive figure, "**Perhapsss me!**" It warned before attacking.  
The figure, now identified by the pair of criminals as a giant lizard, pounced onto Baker and raked his claws over Baker's chest leaving three massive cuts and Baker screamed. Sytsevich grabbed his gun and opened fire but the bullets couldn't make it all the through the Lizard's thick hide.  
The Lizard turned towards his newest attacker and snarled. Sytsevich continued to fire at the Lizard but nothing was hurting this horrifying enemy.  
"What are you?" Sytsevich wondered aloud.  
The Lizard began to advance on him, "**I am better,**" he began and swiped at Sytsevich with every word, "**Fassster. Ssstronger. Sssmarter. I am the Lizard! And I am sssuperior!**"  
By the end of the sentence Alexei Sytsevich and William Baker were both unconscious and bleeding heavily. The men on the ship just stared on in fear and watched as the Lizard turned to them.  
The beast then jumped up and took down three men with one swipe of his claws. He went and threw a few crates of guns overboard before cutting down a few more soldiers who were shooting at him. Moving onwards and tearing a few guns in half, the Lizard confronted the last group of men. They all dropped their guns and threw their hands up in surrender.  
"**Tell the Big Man to blame Osssborn!**" He informed the men before leaping back into the waters below and disappearing.

**Stark Industries**

Max Modell and Uatu Jackson talked among themselves silently, every now and again checking to make sure that no-one else in the Horizon group was listening. Peter knew it was concerning something that would affect them all as his spider sense was buzzing slightly.  
Max turned around and looked at the group with a grave look on his face, "I think we've found Curt." He declared solemnly.  
Every had uneasy grins on their face. Finding Curt was supposedly a good thing, so why was Max so upset.  
"He's not…dead? Is he?" Grady asked.  
Max shook his head and pulled out a tablet device. He already had a video pre loaded and pressed play once everyone had gathered around.  
"This is surveillance footage of the docks from earlier today where a giant lizard attacked a shipment of goods. Two of the guards were hospitalized and are now in a critical condition. If you look closely at the Lizard, you can see a name badge on his coat." Max grimaced while saying the final part.  
Peter, Sajani, Grady and Otto all gasped as the footage paused on the name badge, clearly reading Connors.  
"How..?" Peter began but was answered immediately by Otto.  
"His lizard work. He told us that the formula turned one of his lab lab rats into a lizard and that was why he couldn't find any new test subjects…" Otto explained letting the final words hang obviously in the air.  
After a minute Max spoke up, "Well, we're going to be fixing this but first we need to talk to Tony."

"Seriously…Curt Connors is turned into a giant, man-eating Lizard." Tony Stark repeated after having heard the whole story.  
"You don't believe us?" Sajani asked, temper rising.  
"No no. I believe you. It's just…I mean for the love of God, A LIZARD!" Tony exclaimed, "OK, all of you need to go back to the lab and work on a way to reverse this. Parker, you stay here."  
Peter remained as the rest of the Horizon team rushed back to their lab. The teen stood in awkward silence until Tony stood up.  
"This is not how I wanted this to happen." Tony muttered under his breath, "Kid, time I tell you two things."  
Peter nodded and listened, "Firstly, I know you're Spider-Man. Fury told me."  
Peter stared at the ceiling and groaned, "Seriously, what's even the point of a secret identity if everyone knows it?"  
Tony smiled a little, "I know." He said with a mischievous tone.  
Peter continued going through all different feelings as he looked at Tony quizzically. The billionaire pressed a button on his watch and the wall next to him moved away. Behind it was a well lit room with a platform in the middle. The platform opened and up from beneath it came a suit of red and gold armor.  
"Let me guess, the second thing is that you're Iron Man."

**OsCorp Tower**

"Hello?" Norman asked into the phone. Some mysterious man had called him. Not his assistant, him directly. Not many people would even have Norman's number let alone use it this directly.  
"_Hello Norman. I'm surprised you haven't left work yet._" Said the man, he had an even but menacing voice that carried a feeling that for the first time in a long while, made Norman feel like he wasn't in charge.  
"Who is this?" Norman demanded.  
"_Now is not the time for demands Mr. Osborn. You're about to make an enemy you want on your side._"  
"I don't even know you, how can we be enemies?" Norman snorted, the man was just annoying him now.  
"_Well, you know Curt Connors, don't you?_" The man asked knowingly and for a second, the tiniest time, Norman lost his composure.  
"What does that matter?"  
"_You created a monster. You created a beast that no-one could control and it KNEW that you had done it. Now you may think to yourself again, why does it matter? But the fact is, your lizard killed seven of my men and destroyed a shipment of my imported goods. You need to pay for that._"  
"I don't fear you!" Norman snarled into the phone.  
"_Oh I'm sure you don't. You're Norman Osborn, you're too big to fail._" At the moment the man finished his sentence the glass window behind Norman shattered and the CEO was pulled into the open air by grappling hook through his thigh.  
"ARRGGH!" Norman screamed in pain and fear as he dangled in the sky.  
Despite the fear, panic and pain Norman was experiencing he could hear the phone, which was now on speaker and being held out the building by a man in a black and white suit, transmitting him another message from his mystery attacker. However he wasn't speaking to Norman, he was simply making sure he heard the order.  
"_Now drop him!_"

**Stark Industries**

Peter stood behind Tony with his mouth still open. From earlier. The multi-billionaire was currently standing in front of a large computer screen, scanning through satellites owned and controlled by various countries that were searching for the Lizard monster that people had been reporting.  
Tony was decked out in full Iron Man armor. This meant a red chest plate and red metal legs, the armor covering his stomach, neck and joints was gold coloured. The Iron Man armor also had a helmet with a gold face plate, red head and gold neck.  
"This is by far the coolest thing I've ever seen." Peter Parker said in awe.  
Tony was smiling but it was unseen due to the face plate, "Yeah well, we all have our secrets." He replied.  
Peter stepped towards the man, "Speaking of which, next time you see Fury can you tell him to stop giving away my identity like it's a free sample. I have people to protect."  
"There are more important matters, case in point, this!" Tony said, pointing to a screen showing a river at the park being crowded by lizards, "I'm guessing this is where Connors is hiding. Pete, go tell the others to…" Tony turned to find a pile of Peter's clothes and an open window as well as a blue and red man swinging away on a web, "Or I'll organize Horizon."

Spiderman swung to the park faster than he thought he could go. Any chance that Curt was there would be one Spiderman would count on.  
Upon arrival at the park Spiderman had continue on foot. Following the trail of reptiles scurrying towards the river Spiderman eventually reached the area Tony had spotted, where the river diverted to a lake or to an underground tunnel. On the rocks that created the roof of the tunnel an arrow pointing down had been etched and next to it was a claw scratching of a spider resembling that of the arachnid themed hero's emblem.  
"Well that doesn't seem like a trap at all." Spiderman muttered to himself as he crawled down the tunnel.  
Around him was a crowd of lizards, at first they just scurried with the hero but as he got deeper and deeper they began to scratch at him and a couple started biting and eventually they launched a full attack, aiming tail whips at his eyes with claws and teeth digging into different parts of his body.  
"Jesus! Get off! Ouch!" Spidey exclaimed as he tried to knock the lizard's off.  
"_Wait, my spider sense is warning me of something else!... WOAH!_" Suddenly in front of Peter was a massive figure.  
The Thing was clothed in ripped pants and a ripped lab coat. Its hands were large claws and its face had a snout with rows of sharp teeth. The Thing also had a large tail and neon green eyes that were glaring at Spiderman.  
"Curt!?" Spiderman gasped.  
"**No Ssspiderman. I AM THE LIZZZARD!**" The Lizard roared.

**Horizon Labs**

"Why are you showing me this?" Tony asked the team.  
He'd just finished watching the brutal video of the Lizard at the docks. This didn't seem at all related to finding Curt Connors.  
"Doesn't it strike you as weird that Curt would attack organized crime. There's no motive for him. He isn't just being a mindless beast because he stops to talk to them. So the question is why?" Max Modell replied at the same moment that Uatu Jackson burst into the room.  
"Guys you aren't going to believe this! Norman Osborn was just thrown out of his building before being kidnapped." The young boy informed them breathlessly.  
"Wait…play the end of the footage." Otto said to Max.  
With a nod the leader turned the footage back on and Otto turned to the group, "Look at Curt's mouth when he speaks. He says…" Otto let the footage play out.  
"Osborn!" The group said incredulously.  
"Curt set up Norman so that the Mafia would go after him. Why would he do that?" Sajani asked.  
"Well Norman Osborn can be a the World's largest prick," Tony answered, "But Spiderman has found him. We need to figure out a way to bring Curt back."

**Underground**

"**How do you know who I am?**" The Lizard asked Spiderman.  
"I um, saw your name tag on surveillance footage." Spiderman replied.  
"**Who elssse knowsss?**" The Lizard continued.  
"Would you believe it if I told you that it was J Jonah Jameson?" Spiderman said.  
"**TELL ME!**" The Lizard said before lunging at Spiderman.  
The hero rolled out of the way of the attack, "Damn! I hoped you would knock some sense into that ass…OOF!" Spiderman wasn't quick enough dodge the second attack and was tackled to the ground.  
"No fair, I was talking!" The hero grunted under the weight of the monster.  
"**No-one can know!**" The Lizard screamed, "**Be quiet Connorsss.**" The Lizard replied to himself.  
"Curt listen. If you're in there, you have to stop h…ARGH!" Spiderman was interrupted by a backhanded hit to the face.  
"**Sssilenccce!**" The Lizard said, "**Connorsss isss nothing more than a whisssper in my ear.**"  
The Lizard hit Spiderman again with a punch to the head that dazed him before he was thrown across the cavern at the end of the tunnel.  
"**I sssmelt the gunpowder in you ssshoulder. Tell me, how much doesss thisss hurt?**" The Lizard said before thrusting a massive claw into Spiderman's bullet wound.  
The hero screamed in pain and the Lizard gave him the closest thing it had to a smile, "**I thought ssso.**"  
The Lizard launched into another attack with multiple punches to the stomach and chest, "**After I'm finissshed tenderizzzing you I can finally feassst.**" The Lizard informed the hero and for the first time Peter felt real fear for his life.  
This wasn't the same as the adrenaline rush he got in a bank heist when he dodged bullets or when he fought Hydro-Man this was terror in the pit of stomach and in every corner of his brain. This fear made him shake and he felt tears begin to well up. He was a teen, this wasn't supposed to happen.  
"Please…stop!" Spiderman begged through blood, tears and dirt.  
The Lizard just growled and threw his prey to the ground, "**You begging meansss nothing to me.**" The monster said.  
"It means something to me." Said a voice from behind them.  
The two looked up to see a man in a black trench coat with a gun aimed at the Lizard, "Back the fuck away!" And with that he started shooting the Lizard.  
Although none of the shots were killing they were certainly hurting the beast. Small sprays of blood appeared as the shots hit its arms, legs and chest and eventually it turned and ran out of the cave.  
The man ran over to Spiderman and kneeled next to him, "Parker are you alright?"  
Spiderman looked to him, "Nick?" He murmured.  
Nick Fury looked to him before picking up Spiderman and carrying him out of the cave. Once they reached the sunlight Nick saw the full extent of the injuries. Half of Spiderman's mask was ripped of revealing a broken nose and what appeared to be a dislocated jaw. The shirt was ripped and blood was dripping from at least twenty different wounds. Spiderman's stomach was already bruising and from his odd breathing pattern Nick guessed at least two ribs were broken. His legs were in better shape but they were still cut and bruised.  
"Jesus!" Nick said and pulled out a two way radio, "Hill I need you to prep a room and get the doctors ready. It's going t be a long day for SHIELD."

**Somewhere In New York Where People Don't Worry About Giant, Mutant Lizards**

Gwen couldn't believe it but she was actually enjoying her time with Flash. He turned out to be quite nice away from school and the pressure to be tough and cool. He was still a bit of a show off but, as far as Gwen could tell, he'd earned it.  
"So, now that I know more about you. Why do you pick on Peter?" Gwen asked, ready to get down to business.  
Flash sighed and rubbed his neck, "It's a long story." He sighed but Gwen just settled in telling Flash that she didn't care.  
"Fine." He said as he gave in, "Pete and I were best friends when we young. We went to pre-school and primary school together and it was awesome. He always had these cool and fun ideas of things to do that involved science like baking soda and vinegar volcanoes.  
"Then in Middle School that started to change, he stopped wanting to hang out and he wanted to focus on study. I was cool with that, if he wanted to get good scores that was his business but when I started playing football and making new friends he wasn't cool with that. I didn't get it, I asked why and he said they were all jerks. It ended up in a massive argument and he called me a jerk so I hit him.  
"After that his Uncle and Aunt got involved and I got in massive trouble. Then he got madder at me when Liz and Sally wanted to be cheerleaders and stopped hanging out with him. At first I thought he was the dick but after that fight this week I've been thinking.  
"Pete was never wrong, I was a jerk. I hit my best friend because he was being bullied. What kind of asshole does that? Pete won't listen though. I've sent him a ton of messages and he won't respond so I needed to talk to you."  
Gwen was taken aback, that was a gripping tale. The kind that she didn't expect from Flash.  
"How about I talk to him." Gwen offered with a smile and, looking up at her, Flash smiled too.

**3 Days Later  
SHIELD Headquarters**

Peter was awake after the surgery. Most of his physical injuries had been taken care of by his healing factor. He still had the bullet and claw wound in his shoulder, a broken rib and a punctured lung but the internal bleeding and failing organs had been fixed. Tony Stark had called Aunt May and given her some excuse to excuse his absence.  
Peter's mind, was not okay. He'd almost died, he'd almost been eaten alive, literally. He was a teen, this wasn't what he expected from being a superhero. He was supposed save the day, hold the girl in his arms and smile at the camera not get be the cause of at least two deaths and have been the main course for a mutant lizard.  
"Peter Parker?" A voice from across the room called.  
Peter stopped his current activity, boxing, and looked over at the person, "Yeah. Who are you?" The boy enquired.  
The person was a man in his late twenties or early thirties. He had shoulder length black hair and stubble showing on his face. The man had the build of a super-soldier and wore a black jacket, black cargo pants and SHIELD issue boots that matched the rest of clothing.  
"I'm James Buchanan Barnes, but I'd say you know me better as Bucky and I am one of SHIELD's best kept secrets." Bucky said.  
"Why are you here? Is it to tell me that you kept helping people even after you died? It won't work. I've had the same kind of speech from Fury, Barton and Spector. I'm done!" Peter snapped.  
"I'm here to train you."  
"You can leave, I'm not going back out there. This wasn't what I signed on for. I was just trying to atone for killing my uncle and I'm pretty sure fighting the Lizard isn't doing that."  
"Peter. You've fought at least 7 'super-villains' since you became Spider-Man. The fact that you beat any of them is incredible considering your fighting ability."  
"Gee, thanks." Peter sat down on the ground, tired of everything.  
Bucky sat next to him, "Peter I've gone through worse than you. What happened with the Lizard was messed up but I've fought in every major conflict for the past 70 years. I've killed at least 400 people and I died, was revived and used as a mindless weapon. I know what toll this takes and I'm telling you now, I doesn't matter.  
"Do you think mugger cares if you're afraid of death? No, they're going to commit a crime anyway. If you were trained you could overcome your fear. It's what I did, it's what Barton did and it's what countless others like us did."  
Peter looked at the man trying to convince him to risk his life and or the first time since the Lizard felt real shame for wanting to quit. Bucky was right, other people had worse and they kept fighting.  
"OK, but I can't go back out yet." Peter said, finally agreeing.  
"Then we have a goal." Bucky stood up and outstretched a hand to help Peter up.

* * *

**Aaaaand there you have it. The end of the Lizard's story arc. I originally planned for Peter to beat the Lizard but then I remembered he was somehow succeeding without any prior training so I had him almost die. It may seem like I'm going to brush over the trauma but trust me that is not correct.  
Bucky will be training Peter but that doesn't mean Peter will be part of SHIELD. I want to avoid that for now. Spector is someone you will find out about soon enough but for those of you who can guess who it is trust me, I'm very excited.  
Please Review, Favourite and Follow for a shout out next chapter (Yes, I'm officially buying my support), but seriously it would mean a lot to me.  
Tune in Soon but for now, your preview of what's to come.**

* * *

**Issue 8 - Distractions: **Peter finds himself slowly getting back into the role of a superhero as the Sandman and Rhino are created. What in the world happened to Norman Osborn?

**Mini-Issue 7.1 - Wake The World: **The World is watching as the Avengers try to deal with the Invasion. But can Spiderman overcome his demons to assist them? What does Captain George Stacy want with the Web Head? Find out as the Avengers are born!


End file.

Spider-Man, Adventure, Mystery