Avengers, Spider-Man 1. As Happy As Can Be

_**Authors Note: Welcome True Believers and New Comers alike! This is chapter one of what I hope to be a very long, very good, very entertaining and on-going series of Spider-Man! now, a bit of back story would help i supposed. Basically, this is a story for anyone who simply loves the web-head, but also for those who love super heroes in general, like the X-men, The Avengers, and a bunch of other super cool, super interesting, a very fun character for me to write about. There are no boundaries in this particular series. Much like in the comics, there will be a web-load (see what i did there?) of cameo's and multiple appearances from other Heroes, Villains, and my personal favorite... Stan Lee!**_**  
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_**Now, don't take the fact that there are multiple universes and things like that in the Marvel Comic's industry, because all that confuses me. Instead, i just leave it to the readers to decide what world they want it to be in and how experienced Spider-Man and his other heroic allies are. But to be fair, i did add my own twist to almost every single villain and will even add some OC's. But this story starts of with Spidey being relatively new at his career as a super hero. He has already faced some of his lower ranks, B and C level villains, but most of the A ranked ones i left to be redesigned and retold in a new, exciting, and entertaining way. Without further ado, i leave you with the great words of my own personal hero, the great Stan Lee. +Excelsior! Onward and Upwards to greater glory!+**_

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**Chapter One: Happy As Can Be**

"Come on, web-head. Show me what you've got!" said the girl hiding in the shadows. Spider-Man stood still with his eyes closed, allowing his senses to take over. He could feel the room around him, hear every sound, and smell the very distinct perfume. He turned faster than the girl could react and held her down on the rug floor by the wrists.

"Got you." He said slyly underneath the mask. He shot a web to the light switch and the room illuminated. The girl he had pinned was none other than Gwen Stacy, the beautiful and intelligent girlfriend of Peter Parker, better known as the Amazing, the Spectacular, the Ultimate, Unlimited, and dare I say it, sexy! Spider-Man!

"Well, you're moving pretty fast, aren't you?" Gwen teased. It took a moment for Peter to get back to reality after looking into Gwen's eyes. He jumped up to the ceiling as soon as he realized it though, and slid down to her level, upside down on a web.

"Sorry about that. Guess I got carried away." He said, removing the Spider-Man mask from his face. Gwen laughed and then slid her hand to the back of Peter's neck.

"It's fine. I kinda liked it" she said, giving him a wink. She kissed him on the cheek and then turned the T.V. on before her mother grew suspicious of what the two were doing jumping around upstairs. Peter landed softly on the ground and watched as his webbing began to degenerate. A new project he was working on.

"Guess my webs are working right too. Less of a mess when I swing around. Don't need another reason for that angry reporter Jamison to hate me." Peter said. Gwen flicked through the channels when the news came on.

~_They are extremely dangerous and we have been warned to stay away from them. As you are all aware, he has the power to become electricity and shoot lightning bolts at people! AH! He is very angry, who will help the people on New York!~_

"Wow, that was discreet. Anyway, sounds like Shocker is out on a rampage." Gwen said. Peter, already with his mask back on, stopped in his tracks to correct her.

"Um, no. It's actually Electro. Shocker has no electric powers what so ever."

"Really? So then… but… his name-"

"I have no idea either, You know these guys aren't the brightest of the bunch." Pete said. He blew Gwen a kiss and then shot a web to the nearby building. Gwen grabbed his shoulder before he leapt out.

"Hey Spidey, try not to damage the suit. Remember, you're not the one who has to sew it, last butt." Pete nodded and swung out the window. New York City was a big place, with even bigger building. It was the best place for a hero like Spider-Man. He swung through the air, occasionally flipping, twirling, and hopping off of walls with the common shout of "WOO HOO"

He could already see Electro floating above the ground. Sparking out of him were blue and white shards of electricity, charging up all of the electronics around him to the max and causing some to even explode. Spider-Man clung to the telephone pole across the street and waved his hand to him.

"Hey, sunshine. How's it going? Hey, do you think you could charge my Spidey phone? I've got one battery left and this beeping noise is killing me!" he joked. Electro turned and growled, raising his fists to his sides.

"Spider-Man. You cannot stop me! I'm going to absorb the power form EVERYTHING in New York, and become the ultimate bringer of destruction! I will kill you Spider-Man! I will kill you!" Electro shouted, his sparks growing wilder. Spider-Man had his arms crossed as he looked up at the sky.

"DO YOU HEAR ME!" Electro shouted.

"… I really just say Spidey Phone? Man, I need to come up with better jokes. OH, I'm sorry lamb chop, did you say something?" Spider-Man asked. Before Electro could say anything, a large truck hit him on the side, knocking him to the ground. The sparks vanished form the hit, revealing the man underneath the lightning, Maxwell Dillon.

"What the?" Spider-man turned to where the truck came from and saw the god of thunder himself standing there. Thor. His long golden hair flowed in the wind and his armor glistened in the light. In his hand was his trusty hammer Mjolnir… and only he could wield the mighty weapon.

"Whoa, Goldilocks! I thought you were up in space, you know… Asguard or something." Spidey asked. He jumped from the pole and landed crouched beside Thor. The god of thunder smirked.

"I have come to earth to speak with Nick Fury. Apparently something has come up, and The Avengers are needed." He said. Spider-Man's eyes were filled with envy. It was every seventeen year old dream to join The Avengers. Not just seventeen year olds, but people of all ages.

"Wow, can I come! I'd make a great Avenger, see watch!" Spider-Man shouted, swinging over to where Electro landed… only he wasn't there. Before Spider-Man could react, he felt a shock that forced him back to the ground, and Electro dashed out from inside the technology of the truck.

"Ugg… ouch. That's gonna leave a mark." He said. Thor appeared beside him and swung his hammer with amazing speed. Electro grunted, he was always cocky, and sped towards Thor, only to be knocked to the ground hard. Thor held out his hammer and the sky grew dark in an instant. A moment after, a large bolt of lightning rammed into Electro, overcharging his powers and making him die out. Laying there now was just Max Dillon, no more 'Electro'… for now.

"Um… thanks." Spider-Man said, getting up sluggishly from the ground. Thor nodded and then flew off towards tallest building in New York City… Stark Tower. Spider-Man watched in envy and then sighed when he saw the destruction Electro caused.

"Well, all in a day's work I guess." He said, webbing up Maxwell. He was out cold, but he would be fine. The sirens of police grew closer and closer. That meant it was time to head out. He shot a web and swung his way home to where Aunt May was probably waiting for him. It was Saturday, and that meant she was cooking her world famous meatloaf.

"Yeah, famous for being hard as a rock and making pigs squeal away in fear." Spidey said as he swung through New York. Then he remembered something important.

"Crap! Forgot my book bag at Gwen's!" he shouted, making a triple back flip turn back towards Gwen's apartment building. He ran across walls and slid on the sides of buildings, eventually making his way to Gwen's apartment where she was standing outside on her balcony. He landed on the railing, almost frightening her over.

"Pete! You can't just appear out of nowhere like that. I almost clobbered you!" she shouted. She started laughing and Peter flipped over the rail to stand beside her. He spotted his bag on the side of her bed, and zipped a web out to grab it.

"Sorry. I couldn't help myself." He smiled underneath his mask.

"Oh yeah?" Gwen said, sliding her hands up his chest and to his neck. She lifted the mask to reveal his lips and he pulled her in for a kiss. She pulled the mask off and tossed it to the ground. Peter smiled more and picked her up as they kissed. Gwen twirled her fingers through Peter's smooth brown hair, and he cradled her head gently, the other arm wrapped around her waist.

"Mmmm, you should get home Petey. Don't wanna miss out on that meatloaf." Gwen teased. Peter sneered in disgust, but he knew she was right. He picked up his mask and tossed it from one hand to another.

"Oh god, I hate Saturdays. Okay… guess I'll go suffer now." He said. He got on the railing and looked out to the city before turning back to look at Gwen.

"Hey…" he said. She turned, her blonde hair waving in the light breeze.

"I love you." Peter said. a smile bigger than any other Peter had seen crept onto Gwen's face.

"Love you too, bug boy. Now go home before my mom sees you up here." She said. Peter nodded, putting on the mask and leaping off the building. He let himself get dangerously close to the ground before he zipped out a web and began swinging. No one else could tell, but underneath the mask he had the smile of a happy teenage boy.

He arrived at his house a few minutes later, and could already smell the meatloaf cooking. It almost knocked him out of the air, mid-swing. He stuck to his window gently and crept inside his room. All over were posters, books, comics, and tech that he toyed with. He could already hear Aunt May asking aloud where he was, so he threw on some random clothes and hopped out the window to the front door.

"Alright, home sweet home." Peter said, unlocking the door. Aunt May turned and smiled as Peter walked in, acting as though he were tired from jogging home.

"Hey Aunt May, I'm home… as you can see." He said. He put his bag on the steps and walked over to kiss her on the forehead.

"Oh, hello dear. I made your favorite as always. Go wash up and we can eat." May said. Peter nodded, patting her shoulder. When he got upstairs, he made sure to neatly in the box he kept in his closet. As he folded the mid-section back to reveal the spider emblem, he heard Aunt May cough her usual, sickly cough. He wasn't sure when it had really started… but it was gradually getting worse when Uncle Ben died.

_I wish she would stop trying to hide it from me and just let it out when she feels it. Hopefully the doctors will let us know what's wrong, but I really hope she just has a very long cold. I mean, even in her somewhat old age, she was always a healthy person. But now I can gradually see more grey hair developing. She must be stressed out a lot… well... there goes my idea in telling her that I'm Spider-Man. I don't need her to stress out about me fighting crime the way that Gwen does. One crying girl is enough for me_ Peter thought to himself. He closed the box and went downstairs where Aunt May was already preparing the dinner table.

"Oh that's right. Peter, someone left you a message. It was a Mr. Osborn from that big company Oscorp. He said he wanted you to stop by the offices tomorrow for that internship you've been dying for. I guess congratulations are in order!" she smiled and started clapping. The expression on Peter's face was one that she hadn't seen since he won the science fair in the 10th grade. Even May had to admit that everything started to look good in the life of Peter Parker.

"Wow, this is awesome! I can't wait! Mr. Osborn is like the greatest scientist ever! His work with Nanobots, cross species genetics, and even the technology to construct a portable glider! Wow, things are finally starting to look up." Peter said with a jolly smile on his face. He went to sleep that night without a care in the world and happy as can be.

* * *

Tony Stark sat on his large couch as he watched the news. He spotted the story about Spider-Man and Thor taking out the criminal known as Electro. It looked to him like a villain like that would be hard to overcome, especially without someone like Thor around.

"Speak of the devil…" Tony said as Thor landed on his balcony, cracking the ground beneath him. He frowned as he saw Tony's face, and marched in his home without muttering a word.

"Hey, I hope you have three thousand dollars to replace that floor. What is that like… 50,000 yen where you come from?" Tony said. Thor grunted and then leaned against the bar at the side of Starks pad.

"Quiet, Stark. I'm only here because Fury asked me to make sure you were ready for the meeting. Judging my your attire, I would say you just awoke from a long sleep." Thor said. Tony Stark looked down at his iron man pajama's and corrected Thor.

"Actually, I woke up about five hours ago. But I've got nothing better to do, I'm not on call. So why get dressed?"

"You have a guest in your home. It is proper to-"

"um, you're not a guest. You're an intruder seeing as though I didn't invite you in. I should call the police. Jarvis! Call the police!" Tony shouted to his Artificial Intelligence he named Jarvis.

_"Right away, my good sir."_ Jarvis replied, only to be cut off my another, female voice.

"Delay that order, Jarvis." Called out Pepper Potts, Tony's partner and loved one. Tony turned, a surprised look on his face.

"Jarvis. Police. Now."

_"Y-y-yes, sir."_ Jarvis replied, beginning to dial.

"Jarvis, no. Tony, stop being so rude to him!" Pepper said, grabbing the remote from Tony's hand. He tried gesturing to the camera's to call the police until Pepper gave him an angered look and forced him to throw his hands up in surrender.

"Great to see you again, Thor." Pepper said. She had her orange hair out and, unlike her significant other, had on a pair of shorts with a tight, black shirt with a few bracelets around her wrist. Thor smiled, bowing down and kissing her hand.

"Always a pleasure, Ms. Potts. I do hope you're taking good care of the child." Thor said, looking over to Tony who was now holding up an Iron Man and War Machine action figure, making them fight each other with ridiculous plasma noises coming from his mouth. Pepper laughed.

"On his days off he doesn't really like to use his brain too much. And I think he still holds a grudge about the whole fight between you, him, and the Cap. I keep telling him that's ancient history, but you know how he is." Pepper said. Thor nodded and placed his hand firmly on his hammer.

"Well, could you make his suit up? Nick Fury has requested for all of The Avengers to meet up for a meeting at the S.H.I.E.L.D. carrier. It should be arriving here in a short while."

"I'll make sure he's there." Pepper said. Tony shouted over to them. "No she won't." But he was ignored. Thor left without saying a word, and Pepper crossed her arms at Tony. He did his best not to look over there, instead watching the News as J. Jonah Jamison ranted on about Spider-Man being the real menace of New York City.

"Tony, why are you so mean to those guys?" Pepper asked as she curled herself into Tony's arms. Stark had a slight frown on his face.

"Because they're all weird and so old school. One is a god from a whole nother planet, the other is a soldier from a whole nother time line! And don't even get me started on the Hulk." Tony said, rolling his eyes. Pepper laughed.

"I thought you like Bruce. You two are like two kids playing with race cars in the lab together."

"Yeah, that's Bruce Banner. The jolly green giant is the one I dislike. I swear, every time he catches me, it's another 20,000 dollars to fix my suit. Pepper, I really think he does it on purpose. Jealousy. It really is the number one killer." Tony said. Pepper rolled her head back and got off of Tony, pointing to the rack full of Iron Man suits.

"Get dressed. Oh, and maybe if you stop falling, your jolly green giant won't have to catch you." She teased. Stark looked at her with the oddest expression on his face, taking the joke to heart. Nonetheless, he hopped off of the couch and began to suit up, still intrigued with what the news was saying about the newer hero, Spider-Man.

"Wow… kid's got some talent." He said. The Iron Man armor locked together and Jarvis's voice echoed inside.

_"Mr. Stark, would you still like me to phone the police for you?"_ Jarvis asked. Tony grunted.

"A bit too late for that, you kiss-ass. Always taking orders from Potts, who's side are you on anyway?"

_"The side that always win, sir."_ Jarvis said, activating the Iron Man systems. Tony's face went straight, but he left it at that. He walked out to the balcony, his gold and red armor shining in the remaining sunlight, then flew off towards the carrier that had just arrived over the water.


	2. Welcome To Oscorp

**_Author's Note: HEY! Welcome back (if you're reading chapter 2). I just wanted to thank those of you who have subscribed and added this story to your favorites. I promise that you will not be disappointed. Off to a bit more about me, as i may be doing these at the start of the chapter just so that you get a sense of who I am, My lifetime role model is the great Stan Lee. Spider-Man is an amazing and very personal character that has made a big difference in my life. I love all of Stan's different heroes, but Spidey is of coarse my favorite. And yes Stan, i agree with you that the person who thought of the idea is the master of that idea, not the one who drew it and brought it to life._**

**_Anyway, Thanks again for following this story you guys. I hope to have more. I'd appreciate it even more if i got reviews and i love hearing all of the ideas that people offer me. i'm the type of guy that'll write upon any request. This chapter is a bit longer than chapter one, i hope you don't mind. Anyway, without any further delay, i give you Chapter Two of Spider-Man: The Ties That Bind Us. Enjoy it, Web-heads! EXCELSIOR!_**

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**Chapter Two: Welcome to Oscorp**

_This… isn't exactly how I wanted my day to start out._ Spider-Man thought to himself as he was clutched in the large, reptilian hands of The Lizard. The call came in about an hour ago about a giant crocodile roaming the streets of New York. He fled, but Spidey knew exactly where The Lizard was headed. The sewers. YUCK!

"So, Connors. I see you've been… ugh… keeping up with your hygiene." Spidey said as The Lizard hissed.

**"Parker. Why have you followed me down here!"** The Lizard shouted.

"A giant lizard running through Manhattan isn't exactly the most common of 911 calls, genius." The Lizard roared and threw the web-head against the wall, forcing it the crack. Spider-Man got up and shot a web into The Lizards face, forcing him to fall back into the water. He jumped on the wall and started rushing away, but Spidey caught him by the tail with his web… and that was his first mistake.

"Haha, got you now you- WHOA!" The Lizard swung his mighty tail, swinging Spider-Man around and making him fall in the water. The webbing disintegrated slowly and the Lizard turned, a smile creeping across his face.

**"I could kill you right here, right now. Just leave me be, Spider."** Lizard said. It seemed like he was trying to avoid conflict… like he was trying to get somewhere in a hurry. That couldn't be good. Spider-Man jumped out of the water and onto Lizard's back. As the Lizard rummaged from side to side, Spidey kept punching and punching him. Suddenly, the Lizard wrapped his tail around Spider-Man, squeezing him tightly, and ramming him into the ground.

"AAAAAHHH!" Spidey shouted. It felt like his left arm had just broken. Nevertheless, he rolled to a stand and let out a barrage of web ball attacks at the Lizard's face. He fell back and that's when Spider-Man jumped to the ceiling and covered the Lizard in enough web to keep him still for days. He struggled, but after a strong punch from Spidey's right hook, The Lizard went limp and slowly formed back into Dr. Connors.

"Connors… How did you get out of that mental institution?" Peter asked himself as he removed some of the webbing and threw Connor onto his shoulder. He winced in pain at his left arm; it was probably a sprain… a really bad sprain.

Spidey hopped out of the sewers where the cops waited for the villain to be apprehended. When they caught a whiff of the web-head's stench from the sewers, they all backed away in disgust.

"What? Is it something I… oh." Spidey said as he realized how horrible he smelled. He left Connors on the hood of one of the cop cars and shot a web to the skyscrapers above. It was only a few minutes to his house, but he would have to be quick about it. His appointment with Norman Osborn of the world famous Oscorp was in just an hour.

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_Oh god I hope Aunt May isn't-_

"Good lord, Peter Parker! What is that… HORRID stench!" _Great…_ Peter slapped his forehead and then locked the house door behind him. May walked over to him with a horrible, disgusted expression on her face.

"Um… Me and some friends were… playing football?" he managed an excuse out of nowhere. There was a long period of awkward silence and looks up and down from May. Finally, she gave in, whether the smell was too bad for her or she just had no idea what to believe, she left it at that.

Peter ran upstairs and threw his clothes in the washing machine, being sure to lock the laundry room door in case Aunt May wanted to open it and ended up finding his Spider-Man suit. While that was washing, Peter rushed into his shower, scrubbing every nook and cranny to relieve the stench from his body. After a half hour, he finally was out and felt refreshed. He threw on a dress shirt, jeans, and a pair of sneakers and rushed to Oscorp.

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Norman Osborn was an extraordinary scientist who ran Oscorp, a technologically advanced corporation that's dedicated to the study of science and using next gen technology in the current gen world. Their building is the second tallest in all of New York, only bested by Tony Stark… of course.

"Mr. Osborn. We've completed the calibrations for the G-106 project. When you've got the time, we've left the statistics on your office desk. Oh, and Dr. Smythe would like to meet with you in an hour to in his office." A fellow scientist informed Norman. He nodded.

"Thank you, Dr. Kingsly. Your hard word is appreciated." Norman said, dismissing the scientist. Kingsly turned and resumed whatever it was he was working on. A moment later, Norman's son, Harry Osborn, walked into the room. He definitely stood out, wearing a pair of brown cargoes, black sweater vest, green shirt, and a pair of black shoes instead of the suit his father wore or the lab coats everyone else wore. But he was no scientist and certainly was not the man who ran things, so he saw no point in dressing up.

"Ah, Harry. At least you have graced us with your presence." Norman said, looking at his son with a disappointing look. Harry sighed and walked at his father's side down to the main lobby, where the newest intern would be waiting for them. Peter Parker.

"Now, I want you to pay attention to everything that goes on when I give this young man the grand tour. This will be your company someday." Norman Osborn said. Harry nodded.

"Yeah, I know dad. I'll pay attention." He said, thrusting his hands into his pockets. They spotted the intern just walking in now, and Normal raised his hand so he could see them. Peter jerked his head up in acknowledgement and then jogged across the main lobby to where they stood.

"Well don't you look spiffy? Good start, young man. Appearance is the first step to success." Norman said. Peter nodded, fixing the bag on his right shoulder instead so that he wouldn't feel the pain from his sprained left one. Suddenly, Peter got a sense that danger was close by.

_Whoa, my Spidey Senses are tingling. Something's off here…_ Peter thought. A moment later, a man in a black hoody bumped into his left shoulder without even turning to apologize.

_GAAAHHHH! Good god, why! WHY! _Peter kept the pain in his head, trying his best not to show it.

"T-Thanks Mr. Osborn. And thanks again for this opportunity to intern with you. It's… it's kind of a dream come true for me." Peter said. He was a bit embarrassed admitting it, but he always talked a lot whenever he was nervous. Norman laughed and patted Pete's left shoulder, unaware that it was sprained.

_! SWEET MOTHER OF-_

"Good, good. Very good indeed. Well, let's be on our way then. I want to give you the grand tour, personally. Oh, before I forget. This here is my son Harry. Harry, this is Peter Parker, Midtown's best and brightest student." He said. Harry smiled and shook Peter's hand.

"Nice to meet you, Peter. Guess you're into all this science stuff." Harry said. Peter nodded.

"You could learn a thing or ten from Mr. Parker, Harry. Anyway, let me take you to where the action happens." Norman said. Peter followed the two into the large, elevator that led to the labs upstairs. It was a high quality, very intricate elevator that was surrounded by glass so that you could see every floor you were passing.

Peter's mouth was open in awe as he saw the amazing tech that was held on every floor. Prosthetics, plans for effective fuel transitions, robots of all kinds, medical advancements.

"Wow, this is crazy Mr. Osborn." Peter said.

"And it gets crazier."

The elevator doors opened and they arrived at their destination. This was just the first floor of Norman's department of technology. All around were scientists working on such amazing technological innovations. Immediately, one of them ran to Norman, seeming to be concerned with something.

"Um. Mr. Osborn. I wanted to talk to you about the side-"

"Not now. I'm with a guest." Norman said, holding an authorities hand up. The man nodded and then went back to whatever it was that he was doing. Norman proceeded with Harry and Peter close behind. Norman led them to a room where they were currently testing out a new exoskeleton for the military. Through the bulletproof glass to the side was an army green exoskeleton that defines the muscles and other details of the body it would be encased in.

"3…2…1… fire" said the tester in the room. Immediately, a barrage of gunfire and flames tore through the suit. Or… tried to. When the smoke cleared, there was no sign of damage whatsoever on the suit, not even the slightest dent or tear.

"Wow, that's incredible. How did you get it to be so durable as well as portable. Metal would be too heavy for actual combat and even then, there would be dents and scratches. And no other material can really take that much hurt." Peter pointed out. Norman smiled, impressed with the boys curiosity.

"Correct. That is why we here as Oscorp have developed a new type of material. A sort of… second skin if you will. With the help of my partner, Alistair Smythe, we have been able to integrate Nanotechnology as well as organic fabrications to create what we call The Goblin suit." Norman said. Peter's brows furrowed.

"Why the 'Goblin' suit?"

"Because it's green." Norman said. Simple and clean. Norman led Peter and Harry to the next room where others were working on less technological things and more chemical orientated projects.

"In here is where we are working on an experimental drug, G-106, a temporary name for now. It will revolutionize modern medicine."

"How so?" Peter asked. He looked over to Harry; he was looking at the beaker of green fluid on top of one the work tables. It was green and moved with the density of water. Peter could only assume that this was the G-106 serum that Mr. Osborn was talking about.

"It has the capabilities of curing wounds quickly, enhancing your speed, agility, reaction time, strength, mental functions. We're hoping that once it is refined and tested, we can ship it out to hospitals. Imagine, a man paralyzed from a lifetime of war… finally being able to walk again. You see, this is my goal in life Mr. Parker. This is what I live for. I want to see the world in the brightest of all lights. I want to make a difference, change a life. I want to make this world a better place." Norman said.

"Yeah. My father has this saying. How does it go, dad?" Harry asked. Norman smiled, raising his hand.

"Haha. It's… You cannot escape the responsibilities of tomorrow by evading it today."

"Abraham Lincoln. Very nice." Peter commented. Norman smiled and threw his arm around Peter.

"Ah Peter, you're already making your way to my list, a very good list to be on. Harry, you could learn from this boy. Why don't you two hang out, maybe tutor him in the ways of science. Harry gave his father a dirty look, but then gave Peter a friendly smile.

"Sure, it would be cool. We go to different schools but I'm sure we could meet up sometime. Like my father said, I could really use help in my sciences." Harry said. Peter nodded, about to speak… but then he felt the same sense of danger as before.

_Spider Senses again… what the heck is going on around here?_ It didn't take long for Peter's question to be answered. Standing in the elevator was the hooded man who had knocked into Peter downstairs. He removed his hood, revealing a bald head with what seemed to be a number of scars on his forehead that traces all the way to the back of his head. Everything from his nose down was covered in a strange black and dark green armor… and so was the large, scorpion-like tail the crawled out from behind him.

"What… is that?" Harry asked aloud. Norman grabbed Peter and Harry and pushed them to the side.

"Get out of here, now! It's too dangerous!" Norman shouted. Suddenly, the tailed man screamed in anger, swiping his tail across the room and cutting everything in sight without any sort of strain. Then he dashed forward into Norman Osborn, spilling the G-106 chemicals all over his face and clothes.

"Who the hell are you!" Norman shouted, coughing from swallowing some of the serum. The man brought the edged tail to Norman's face, hissing slightly as he did it.

_"You don't remember me, Osborn? I'm your dirty… little… secret… I was the man who's life YOU RUINED!"_ He shouted. Norman grunted in disgust. The man's pale face looked like there were green veins popping from near his dark, devilish green eyes. He was slim, but packed enough muscle to be called fit. And the suit added on to those characteristics. He was a true monster.

"Peter, we've got to do something! My dad's gonna get killed! Peter…? Peter…?" Harry called out quietly, but Peter had vanished.

"Crap!"

_"Get it off of me… Get it off of me! Get. IT. OFF!"_ He shouted. Suddenly, a sticky white substance shot onto his face… (Oh come on, get your mind out of the gutter.) When Norman and the attacker looked up, Spider-Man was there, his red and blue a blessing to those in the office.

"Whoa there pal, if you wanna get that close…" Spidey kicked off the wall and punched the attacker hard in the jaw, forcing him back and over the work tables.

"You should at least buy him dinner first." Spidey said, landing crouched beside Norman. He zipped his web out to the towel on one of the nearby tables and handed it to him. Norman nodded in acknowledgement and got up, rushing to where he pushed Peter and Harry. Meanwhile, the attacker stood up, hunching over as his tail rose higher, touching the ceiling and ripping it as it slowly moved toward Spider-Man.

"You wanna watch where you're pointing that thing buddy?" Spidey asked. A second later, the tail dashed forward with incredible speed. Once. Twice. Three times. Four times. Five times. And then a sixth. If it wasn't for Spider Sense, Spider-Man would have been toast. Luckily, he dodged every attempt, and landed and nice web ball to the face and knee kick to the stomach on the attacker.

"I guess I know what to call you, The Scorpion!" Spidey said. The Scorpion roared and then the curved blade of his tail began to glow a red color.

_Spider sense is going off the charts. What the heck is that!_ Just then, a laser shot out from Scorpion's tail and damn near went right through Spider-Man's chest. It was a good thing that by the time the laser fired, Spidey had already web-zipped to the ceiling and jumped onto the Scorpion's tail. He swung it in all directions, trying to get the spider off of him.

"Yeeeeee Haaaaaaawww!" Spidey shouted in excitement. Before the Scorpion could do anymore damage, Spidey web grabbed him from the back and kicked him out of the Oscorp window... where they proceeded to fall from just a few floors below the top. It would be a long fall down…

_"I WILL KILL YOU, SPIDER-MAN! YOU WILL DIE!"_ Scorpion shouted, swinging his tail wildly. It forced him to twirl in the air, not being able to control any of his movement. All the armor and that extra umm… limb made him unresponsive in the air. Disadvantage for him, but not for the web-head. He brought his arms to the side and sped like a bullet towards Scorpion. His left shoulder rammed into the Scorpions gut, and they both yelled out in pain.

"JESUS, WHY IS EVERYONE SO HARD!" Spidey shouted. He threw his arms out and kicked The Scorpion, forcing him into a constant spiral. During that spiral, webbing encased him. Once his arms, legs, and tail were secure, Spider-Man web zipped onto Scorpion and let loose what looked like a hundred and one punches before he finally shot out a bunch of webs to the surrounding buildings to stop their fall.

"And that's it for today folks. Feel free to knock this piñata around before the police wrack him up. Courtesy of your friendly neighborhood Spider-Man!" Spidey shouted out loud, bowing to the people of the citizen who watched him in awe. Only when he looked again, there was really only a few people, and they were more interested in the thing tied up in the Web than the man who spun it.

"Oooook then, guess I should get back to Oscorp."

* * *

"Dad, are you alright?" Harry asked, helping his father sit right in his chair. His hands felt weak and his face was a bit warmer than usual. There was also a burning sensation in the back of his throat.

"Yes, Harry. I am fine. Where is Peter?" Norman asked. His question was answered when he heard the nervous voice of the teenage boy.

"O-o-over here, Mr. Osborn. Sorry, I thought that if I got further away I could maybe call for help. But I guess Spider-Man came just in time." Pete said. His eyes opened wide when he saw Norman's usually light skin burnt a bit to a red tint.

"Are you okay, Mr-"

"FOR THE LAST TIME, I AM FINE!" he shouted, banging his fist on the desk. An instant later he slid his hair back and took a deep breath.

"I'm sorry Peter I just… we've lost a lot of work today. A lot of hard work. Years of experimentation and development. At least we have the few back-up vials in my personal lab." Norman said. He sighed and leaned back in his chair, dialing the number for agents and insurance to fix up this mess. He looked over to Peter who was checking a text from his phone.

"Um, you can go ahead home Peter. I'll let you know when you can come in. You've had one hell of a first day. Harry, would you escort Mr. Parker to the front lobby?" Norman asked. Harry nodded, walking with Peter back to the elevator. The amount of destruction made Peter and Harry wince at the same time.

"Well, that was unexpected." Harry said, clicking the first floor button for the elevator they entered.

"Ha, you can say that again. Who was that guy anyway? He seemed to know your dad." Peter asked. Harry didn't answer, only leaning against the elevator wall. It came to a stop, and then an older looking man walked in. He was bald at the top but had grey hair circling around the back of his head. On his face we rectangular glasses, and his uniform looked a bit different than the others. He had some sort of weird tech hanging from around his neck. It looked like a laptop mixed with other accessories. He looked harmless enough, and it seemed he was going to the first floor as well.

"Um, I don't know anything about it. Anyway, at least everybody's safe." Harry said, swiping his brown hair back. Peter nodded, even though he knew that Harry was keeping something from him. He took out his phone and looked at the message from Gwen once again._ Peter, I'm at your house. Aunt May invited me over to help her cook, so I'll see you when you get home. By the way, I've got a surprise for you. Smiley face, x o x o. Interesting… Gwen Stacy is in my house… cooking with Aunt May. This can't be good. I hope she doesn't break out the baby pictures._

* * *

"Aunt May, I'm home!" Peter shouted as he walked in the house. When he turned the corner, he saw his Aunt and his girlfriend looking at the giant, forbidden photo album.

"And this is when he took a big one so bad that we had to toss him in the tub right away. Ha, look at his little winky!"

"AAAH, AUNT MAY! WEEEEE Can put this way now nothing to see here nope nope nope come on Gwen let's go upstairs please please please erase all that you saw from your mind at this very moment r-r-right now please." Peter spoke faster than she could fully understand, half because of the speed and half because she was still laughing at Peter Parker as a little baby with poop all over himself. He dragged her upstairs and waited six minutes until she stopped laughing.

"Ok, ok. I'm good now. Soooo… how was the first day working with Mr. Osborn?" Gwen asked, twisting her fingers with Peter's. He shook his head and sighed as she slithered her way into his arms and kissed his neck gently. He giggled slightly as she breathed in and out, feeling it on his skin.

"Well, I certainly made a good impression. Unfortunately, I couldn't really get that much of a head start because of some wacko who attacked Mr. Osborn." Peter said. Gwen pushed away slightly to look Peter in the eye.

"Someone tried to attack Norman Osborn? Were they… on crack or something? Why would they do that?" Gwen asked. Peter shrugged his shoulders, then felt immense pain when he did.

"OUCH!" he shouted. Gwen jumped back, but then came back and felt his shoulder gently.

"Oh my god, are you hurt?" Gwen asked. Peter shook his head, sitting on his bed as she sat on his lap.

"Nah, it's just a sprain I think. The Lizard can be one tough cookie when he wants to be." Peter said, wincing in pain once again. Gwen smiled and then started to unbutton his shirt slowly.

"Two baddies in one day. You're on fire, bug boy." She said. Peter laughed at how she continuously called him bug boy… but then went silent as he looked into her amazing eyes. His shirt was off now and he only had a beater on underneath. Gwen slid her fingers across his bruised skin and sighed.

"I don't like seeing you like this." She said as she felt the swollen area of his left shoulder. Peter laughed a bit.

"Shirtless?"

"No. Hurt. I can deal with shirtless." She said matter-of-factly. Peter smiled and wrapped his arms around her, pulling her closer to him.

"Oh you can?" he teased. She was an inch away from his face and they gently lowered themselves to the bed.

"Oh yea I can." Gwen finished, bringing her lips onto his. Both of their hearts skipped a beat, and they ran out of breath quickly… but none of that stopped them. Peter let his hands wander, and allowed them to trail up her back and around her sides. She fixed herself so that she could kiss him more comfortably, and now her legs cocooned over him. She could feel him getting more and more excited, and started kissing on his neck. That's when Aunt May called up.

"Peter, Gwen! Dinner is ready!" Gwen got up and sighed with a wide smile on her face.

"We'll be right down!" Gwen called out.

"I don't want any hanky panky up there, I'm too young to have a nephew!" Aunt May teased. Gwen and Peter laughed and got up from the bed. Peter grabbed a casual blue t-shirt and then grabbed Gwen's hand, walking downstairs with her to eat. But before they walked down, they made sure to share one last kiss.

"Humph, you are something else, Pete." She said. Peter laughed, looking down at his hands.

"You're telling me."


	3. Brothers in Arms

**_Author's Note: Wow, I've gotten so many followers and favorites in such a short amount of time. Thank you all, it means so much to me. And the reviews mean just as much as well. So, in this chapter, I introduced the first of my many villains that I thought of myself. They're not A listers, for they wont come in for a little while longer. Think of these guys as a C or B villain. Anyway, some more background about me. I've been into super heroes all my life, especially those like Spider-Man who have a life outside of the mask. Peter Parker has always been an influence to because of how human he actually is. He has relationship troubles, family troubles, school troubles, and then there's the Spidey aspect of it where he has to choose between his loved ones and the people he vowed to protect. He is my all time favorite superhero._  
**

**_Again, thank you all for reading. Please leave a review on any tips, tricks, advise, things you would like to see, or even just to say "Hello!" or even better... "Excelsior!". Without anymore delay, let's see what our favorite web slinging, wall crawling hero has gotten himself into this time!_**

* * *

**Chapter Three: Brothers in Arms**

_**::Rykers Island::**_

Rykers Island was an island secluded from the rest of New York City that harbored the most dangerous people that society has ever known. Not only were they dangerous, but most of them also we past the brink of insanity. This was a maximum security jail, no way in and sure as hell no way out without the proper paperwork and escorts. The officers at Rykers took their job seriously, and the inmates… well… the inmates were something special.

"Ah, I'm glad to see t-t-t-that you're all here. Alice. Ariel. Cinderella. Snow. My, you've all grown so… s-s-s-s-so much." Echoed the voice in cell 259-P. There was little light in the room due to the fact that whenever the lights were on, he started screaming, demanding for the watchers to shut them off. If not, he proceeded to bash his head in on the walls. Luckily, the warden made sure to move him to the padded cells.

"Y-y-y-y-y-you're not drinking your t-t-t-tea Alice. What's wrong? It's your favorite tea, my special tea, my special tea…" He whispered. The guards watched from the small, windowed holes where the door was. Sitting in the center was the inmate, his arms crossed tightly in the straitjacket. Around him was nothing but darkness and padding. No people to talk to, yet he still spoke every day and every night, to the girls he thought were around him.

"Ah of course. You've not eaten your bread and butter. But you must eat your bread and butter. Bread and butter s-s-s-s-settles the stomach, makes the TEA go down smoother. Aliiiiiiiiiice… finish your bread and… b-b-b-butter, please." He whispered. Then he started to giggle lightly to himself. That giggle turned into a maniacal laugh.

"AAAHAHAHAHAHAHAHAHAHAAAAAAAA, OH SNOW YOU DO SO CHEER ME UP! AAAAHHHHHHHAHAHAHAHAHAAAAA, DO TELL IT AGAIN!"

The guards looked in again, not sure what to think of the inmate. But it was time for dinner to be served so they had to go through the complicated process of getting him to step back all the way to the far wall and facing the other way. Once they did that, they would have to quickly open the tiny flap that allowed just enough space for the tray of food to get through and then he could eat in peace… with his friends that he thought were inside with him. But today was different. Something was off with his behavior when the guards asked him to back off.

"For the last time I WILL NOT BACK AWAY! YOU ARE INTERUPTING M-M-M-M-MY TEA PARTY! GUARDS! REMOVE THESE GUARDS FROM MY DOOR!"

"If you don't back against the wall, you know what I'll have to do!" the guard shouted. The inmate stood up, growling as if he were an animal, but standing in front of his imaginary friends as if he were a father figure.

"You will not hurt my girls, you will not harm my g-g-g-g-g-girls! I WILL NOT LET YOU HARM MY BABIES!" he shouted. He twisted and turned in his straitjacket and at the point the guard had enough.

"Screw that, I'm whooping his ass! Open the cell!" he said to the guard beside him.

"You know that's against protocol. What if you got hurt, what if he gets hurt, or worse, escapes?"

"Then you'll be here to kick him right back in! Open the cell!" he shouted. The guard sighed and brought the key into the lock. The cell door opened with a loud beep and the ticked off guard walked in, removing his gloves.

"Oh, I've wanted to do this for a long… what the?" The inmate was nowhere to be seen. The guard looked left and right but didn't see him. His mistake was not looking in the corner behind him. An instant later, he was met by razor sharp teeth to his hand, ripping the flesh off. Before he could react, the inmate jumped and kicked him in the chest.

"GAH! ARNOLD! CLOSE THE DOOR, NOW!" the guard shouted, but it was too late. The inmate had already dashed out of the cell and killed the other guard with nothing but his legs and teeth. He then slammed the cell door shut, locking in the guard that attacked him.

"Tee hee hee, come, come. T-t-t-time to find your uncle, tee hee."

* * *

The senior class of Midtown High was having an assembly today. It was the usual type of gathering where the teachers and administrators got all the graduating seniors together, told then the amount of hours and credits they needed as well as talk about plans for college. Peter was all set of course, so he just sat back and relaxed. Gwen was equally, if not more, prepared as Pete, and she earned herself a breather to. She leaned her head on Peter's shoulder as the teachers talked.

"Hey baby, how's the shoulder?" Gwen asked. Peter moved his left shoulder, still feeling a good deal of pain. Gwen giggled.

"They amazing Spider-Man out of a job because of a little boo boo." She teased. Peter smiled and shoved her playfully, but put his arm back around her immediately.

"Can you keep it down? I don't need Flash following me like the little fan boy he is." Peter said, looking over to Flash Thomson who was wearing a Spider-Man shirt. Gwen laughed and then took out her phone. After searching through the news, she came across a headline.

"Brother in arms escape from Rykers Island." She read. This definitely caught Peter's attention. Anyone who was in Rykers Island's jail was bad news. Anyone who could escape from there, they were worse news.

"What?"

"Yeah. It says that after a brutal attack on the guards, the prisoner known as Nathanial Cross had escaped with his brother, Daniel Cross. Six guards were found dead, another five were severely injured. Pete, these guys seem dangerous." Gwen said nervously. Peter already knew why she was saying it.

"Gwen… I'll be fine."

"Peter, these guys escaped from a maximum security prison. I don't want you to get hurt. First it's a sprain, next your whole arm might be torn off."

"I know what I'm doing Gwen. I've can handle it-"

"Yeah, like you handled Connors? He damn near broke your shoulder Peter." Gwen said, moving off of Peter's shoulder and giving him the serious look. Peter sighed and held her hands.

"I promise that I'll be careful. I can't just let these guys run around New York. Look, I won't go searching for them, but if I hear anything about them… I've got to try." Peter said. Gwen sighed and then walked off.

* * *

_Look. I understand where she's coming from, but this is my job. My duty. I can't help it if I get a few bumps and scratches. _Peter thought to himself. He sighed and leaned back in his seat. After school, he didn't hear from Gwen at all, so he decided just to suit up and automatically go on patrol.

_Yeah, I know I told her that I wouldn't go searching, but what else am I supposed to do? I can't just sit around and WAIT for someone to get hurt. That's not what I do. That's not what Spider-Man does. _Peter thought to himself as he placed his school clothes into his bag. He climbed to the top of his school and opened up the side vent where he webbed up the top and stuck his bag for safe keeping. Then he swung off to the big city, looking for any sign of trouble.

Manhattan was a big place, filled with towers and traffic. Peter had lived in New York all his life, and knew it like the back of his hand, which was a good thing. If Spider-Man had to carry around a map and GPS every time he went swinging around the city, it would make for a pretty lame hero. Spidey laughed at the thought as he landed on the side of a building. He took out his phone and checked for any called. None.

"Ugh, looks like she's more mad than I thought. She usually starts texting me immediately after school." He said. He sighed and put his phone back in the makeshift pocket side of his tights. He looked up and saw the huge amounts of advertisement for the various companies that made New York their homes. Oscorp, Stark Enterprises, Coke. And then there was the Daily Bugle. And what do you know, he had arrived just in time to see good old J.J. rant about how he, the friendly neighborhood wall crawler, was a menace.

_**~~Spider-Man. Friend… or foe? WHY, OF COARSE HE'S A FOE! This 'Spider-Man' is a menace to this great city. Unlike REAL heroes like Iron Man or the great Fantastic Four, the abominable Spider-Man causes more destruction than good! Take a look at this footage from yesterday captured by none other than our reporter Eddie Brock~~**_

The footage showed Spidey's fight with The Scorpion when he had attacked Oscorp. Of course, the reporter only caught the part where Spider-Man kicked the Scorpion out of one of the highest floors of the Oscorp building, and then repeatedly beating on him as they fell. Then finally got a close up of how he shrouded Scorpion on webbing simply left him hanging in the middle of two buildings. Glass and small bits of debris were all over the floor, and the people below were scared for their lives.

"Oh come on. That's a bit unfair don't you think?" Spidey asked. He looked around and saw that no one was there with him towering over the city and felt very… very stupid.

"Oh…"

_**~~ We can clearly see that the Oscorp building has sustained heavy damages because of Spider-Man! Why couldn't he have taken this guy down without all of the unnecessary destruction? ~~**_

"I would hardly call broken glass destruction!" Spidey shouted, throwing his hand out to the screen in disbelief.

_**~~ Now id the time to act, people of New York. The Bugle is looking for people who can bring in photos of this menace in the act! We need to prove to the police and other heroes that Spider-Man is not a hero, but is a masked vigilante who is taking advantage of this city! I mean just imagine how our workers in the cleaning department feel about having to clean his disgusting swinging excretions from the sides of our buildings! ~~**_

"Hello! Problem already solved with my degenerating web fluid! Get your facts straight Jamison! Fine, you want pictures of Spidey in the act, you'll get them!" Spider-Man shouted, hopping off the building and making a quick trip back to his bag. He pulled out his HD camera that Uncle Ben got him for Christmas last year and strapped it around his shoulder like a messenger bag.

"Time for this city to see just how friendly neighborhood Spidey really is." He said, swinging off to fight some crime and look good doing it.

* * *

Nathaniel and his brute of a brother Daniel popped their heads out of the alleyway they were hiding out in. Nathaniel was still in his straitjacket, but he had gotten his brother to break the belts to let his arms free. They hung low as if they were broken or weak, and the nails on his fingertips were anything but well groomed. In fact, they looked a lot more like deteriorating claws. You could see some of Nathaniel's brown hair coming out of the wrap bandage that was around his entire head. You could also see parts of his cheeks, one of his bloodshot eyes, and his razor sharp teeth and oddly long tongue. He looked like an insane and dangerous man trying to copy a snake.

The brother, Daniel, was a whole nother story. He was almost as tall as the Hulk himself, and had the muscles of a body builder. His hair was long and brown and he only had one bandage wrap around his forehead. It was clear that there was some sort of mental disability that kept him from really talking or thinking for himself. The only thing that was clear was that he loved his brother, and would do anything to help him and protect him.

In his large hands was a giant makeshift mallet. Some would even call it a sort of war hammer. It was almost as big as him, yet he carried it as if it were as light as a feather. That was his weapon of choice, and he treated it as if it were a pet. He slid his hand across the long hilt, smiling and giggling to himself while Nathaniel watched the people walked right by the alleyway.

"S-s-s-so many… Daniel there are SO MANY! AAAHAHAHAAA… tee hee…" Nathaniel said. Suddenly… he caught a glimpse of a beautiful blonde haired girl walking with books in her hands. She was on the phone and seemed to be upset.

"I know Peter… It's just that you know I've always been worried about you. And now with my dad gone… and you still out there fighting people… I don't know…" It was Gwen Stacy. But in Nathaniel's eyes she was nothing more than…

"ALICE! Look Daniel, it's ALICE! She's r-r-returned to me! At last! At last!" Nathaniel shouted. He dashed out and grabbed Gwen from behind, making sure that both his arms were around her face. She screamed, but no one saw him drag her in the alley in the second that it took. Gwen fell unconscious after a while of struggling, and Daniel threw her on his back.

* * *

"Gwen! GWEN!" Spider-Man shouted. There was no answer. He zipped off of the wall and went towards the route that she usually took to get home. Once he got there, he looked around drastically, looking for any sign that something happened to her. He went down to street level where a woman was standing near an alleyway, peeking inside.

"What happened? Did you see what happened here?" Spider-Man asked. The woman nodded her head and held out Gwen's blue call phone. Peter's heart skipped a beat… and the same feeling of anger and regret that he felt when Uncle Ben died manifested itself inside. He grabbed the phone and looked down the alleyway.

"I only caught a glimpse of it, the streets weren't so crowded today. But I did see a man grab that young lady and pull her into the alleyway. I already called the police, but I'm glad you're here too, Spider-Man. Please, find her!" the woman said. Spidey nodded and then sprinted down the alleyway. It was longer than he expected, but he found a chained gate leading to a basement type area.

"Gwen…" he whispered. He kicked the gate off smashed through the door leading to the basement. It was a dark place, the only light being from the small cracks in the wall and a few candles. It smelled like… tea and blood. Spidey could hear the sounds of glasses and muffled talking in the far back.

"Gwen. Gwen where are you?" Spider-Man whispered. He jumped to the ceiling and wall crawled the rest of the way towards the noise. He reached a door with light behind it, and the talking was clearer now.

"Oh ho ho ho ho, oh Snow you are a doll. But please d-d-d-don't be rude to your sister Cinderella. She is much too sensitive for that. Daniel, come here please. Daniel?" Spider-Man's senses started tingling, and before he could even clarify that they were, a door was kicked onto him and he went flying towards the opposite wall. Standing there was the brute of a man, Daniel.

"Jeez… you sure know how to make a guy feel welcome." Spider-Man said, jumping up. Nathaniel appeared beside his brother and he didn't like that there was an uninvited guest.

"Who are you? What are you doing in my house, this is not your house, get out of my house, get out of here now. Get out, Get out, GET OUT NOW! HAMMER! KILL HIM DANIEL, K-K-K-K-KILL HIM!" Nathaniel shouted. Daniel ran forward with his large hammer in hand and swung it at Spidey, who expertly dodged it and kicked him back.

"Talk about of mice and men. My guess is that you're Lenny?" Spidey joked. Before the brute could attack, Spidey shot a web into his face and then one right below his feet. When he stagger forward, he fell hard to the ground. His skinny, quicker brother appeared beside Spider-Man now… and demonic scowl on his face.

"Y-y-y-you will not take Alice from me. She is mine! MINE! ALL MINE!" Nathaniel shouted. He swung at Spidey, but he jumped up and kicked Nathaniel in the face. It didn't seem to affect him though, and he came attacking with a barrage of super-fast swipes.

"You. Will. Not. Take. My. BABIES!" his nails were like claws and he got a few good scratches on Spider-Man. Then he got a real good one when Spidey backed into the now standing and very angry 'mouse'. He raised him hammer and smashed it into the ground. Luckily, Spidey dashed to the side and wall ran to the ceiling and jumped behind him.

"Hold on, Gwen!" he shouted. He spun a thick web on the back of the brute's head, then pulled him hard to the ground. Before Nathaniel could react, he was met with a web ball to the face that knocked him back.

"You're down for the count, big man." Spidey said as he flipped into the air, shot two webs to fling himself hard to Daniel's face, and then launched a harder kick to it. He was out cold now, but Nathaniel was still attacking even though he couldn't see. Spidey moved from one side of the room to the other, forcing the swift Nathaniel to hit the walls around him before laying down the final punch that forced him to the ground.

"Gwen! I'm here!" Spidey shouted as he ran into the room she was kept in. She was tied to a chair at a dining room table. On the table was bread with butter as well as small cups of tea. Peter could already smell the chemicals inside of it. He hoped to god that Gwen hadn't taken any of it. When he looked at her, he saw that her mouth and eyes were covered, but he could tell she was crying. He took them off of her, and the look of relief on her face was unlike any other.

"Oh thank god…" he whispered. He cradled her head on his arms.

"Oh, Peter… I'm so sorry, I'm so, so sorry." She said, crying in his arms.

"Sh, sh, sh, it's okay. There's nothing to be sory about. I'm here now. I'm here…"

* * *

The cops had taken both Nathaniel and Daniel back to Rykers Island. Gwen was still very shaken up; she had never really been in a situation like that before. But she was glad that Spider-Man was there to save her. That Peter… was there to save her.

"Peter…" Gwen said. She looked up at him. He still had on his Spidey suit and was looking out at the city below them. New York sure was a sight to see from the top of the skyscrapers. Gwen wrapped her arms around Peter's neck and lifted the mask just enough so that his lips were set free, and then she kissed them.

"I'm sorry Gwen. I should have been there for you…" Peter said. He shook her head and then let it rest on his chest.

"You were there for me Pete, and you still are. You're my hero… and I owe you my life."

"This is exactly why I promised your father that I would stop seeing you. I just… I don't know if…"

"Peter, this didn't happen because you're Spider-Man. This happened because those crazy guys escaped from Rykers and started looking for a girl like me to try and kill or… whatever they wanted. The reason I'm alive… well… that's all thanks to you." She said. Peter smiled and then kissed her again.

The next day, the details on Nathaniel and Daniel were out on the news and on every newspaper. Nathaniel was a paranoid schizophrenic who once had spent his time imagining daughters based on princesses in story books. Eventually, he had enough of dreaming and decided he wanted daughters of his own. He and his brother kidnapped four girls. Two were blonde, the one had red hair, and another had short brown hair. He called them Cinderella, Alice, Ariel, and Snow White.

Peter winced as he heard of how he drugged them with drinks and food, raped them, and then killed them brutally. He looked down at Gwen and sighed.

_That could have been you. I could have lost you yesterday. Uncle Ben, you were right. With great power, comes great responsibility. I will be a better hero. I will be a better man. _Peter thought to himself. He wrapped him arms around Gwen and embraced her, cherishing her more than ever now.


	4. With Friends Like These

**_Author's Note: Hey guys. Thank everyone again for following the story. This chapter is a little less about fighting and a little more about how Spidey gains a few more allies and Peter gaining a new friend of his own, as well as some foreshadowing for the future maybe? *wink wink* Anyway, If you would rather see action, action, action, then fear not. There's still a good scene in this chapter, and WAY WAY more to come. This is just the start of something much bigger. With the actions of recent villains such as the Lizard and Electro being a bit... out of the ordinary... Spidey can't help but wonder if this is all just part of something much greater. You'll just have to find out O_O. ONWARD AND UPWARDS TO GREATER GLORY, TRUE BELIEVERS! S3, out! (Man, i've got to stop being so corny with these outros.)_**

* * *

**Chapter 4: With Friends Like These…**

"I guess that makes sense. Wow Pete, you really get this stuff." Harry said to Peter. They were at Harry's huge house in the living room, books scattered all over the floors and tables. Peter decided to take a short break from all the Spider-Man stuff and have some time for himself. Well… himself and the long list of things to do. He already went grocery shopping for Aunt May, already washed all of his clothes and the Spidey suit, and now he decided to take it upon himself to meet up with Harry Osborn and tutor him in science like his father had asked him too.

"Yeah, practice makes perfect. Say Harry… how's Mr. Osborn doing?" Peter asked, tapping his pen against his chin lightly. Harry nodded his head and smiled.

"He's doing really well actually. Doctors told him to just take it easy at work and to come by for regular check-ups to make sure the chemicals don't mess up his skin. Why don't you tell me about your family Peter?" Harry asked. Peter closed the book in front of him and nodded. They needed a well-deserved break from all this studying.

Peter took a second to think about his family. There was his mother and father that left when he was just a kid, leaving behind nothing at all… except for the research that his father was doing on a super spider species. Then they were found dead in a plane crash, and that was he end.

"Well, my mother and father died a long time ago in a plane crash. My uncle… he was shot not too long ago as well. But, right now I'm living with my Aunt May. She's been good to me, and we help each other out all the time." Peter said. Harry slowly stood up and placed a hand on Peter's shoulder.

"I'm so sorry Pete. I… I guess I kinda know what it feel like to lose somebody you love; to feel alone." Harry said. Peter nodded and smiled.

"It's no big deal. Everything happens for a reason." _Uncle Ben is the reason I truly decided to become the man I am today. Spider-Man would be nothing without the man who birthed the idea of this responsibility. Thank you for all the help, Uncle Ben._ Peter thought. Harry made a long, exaggerated sigh and then tapped on the table. Peter looked at him strangely.

"You wanna get out of here? We can study later, let's just go hang out. I wanna show you something." Harry said.

"Sure." They both put on their jackets and walked out the door. Somehow, Harry had already acquired a license and took it upon himself to borrow one of the extremely exotic sports cars in his garage. Peter was impressed, and Harry was glad he could show off his money.

* * *

"I come here to just clear my head sometimes." Harry said. He took Peter to the edge of New York where the Statue of Liberty was staring down at them from across the water. The horizon in the background made her all the more beautiful, as did the number of boats speeding through the waters. Peter remembered when Uncle Ben had taken him here when he was a child. It was fairly early on when he had just moved in with them.

_"Wow, Uncle Ben. It's so big and green!" 7 year old Peter said. Uncle Ben laughed and put his arm around his nephew._

_ "Yep. Ms. Liberty stands at exactly 305 feet. That lantern keeps bad people from coming into our city." Ben joked. Peter laughed, jumping on the bench they were on. He saw Uncle Ben as his own personal hero, and though it was amazing how he knew so much about so many different things. What child didn't think their super smart, funny, and kind uncle was awesome?_

_ "Listen Peter. If you ever lose hope, or if you're ever feeling down a blue… just remember that lantern is burning for you, son. That lantern is the hearts of all the people that love you, Peter. Your mom, your dad. Your Aunt and I. You'll always have people that care about you Peter. Remember that._

"Yeah, I've been here a few times myself. It really is a nice place." Peter said. Harry nodded and laid back on the bench.

"It sure is." Just then, loud police sirens began to sound throughout the city. Peter turned and saw that they were headed deeper into town, near that bank's strip. He checked the time and pretended that he forgot to do something for Aunt May.

"Crap, Harry I need to go get Aunt May for this thing, I mean this thing for Aunt May. I'll stop by tomorrow for all the books! Thanks!" Peter said running off. Harry was about to offer him a ride, but by the time he got up and turned to reach for him, Pete was gone.

"Huh… weird."

* * *

There were two men standing in the middle of the street in front of the bank. One was the great hero, Iron Man. He stood tall and confidence with his hand held out, aiming his cannon at the far less approachable villain of his, Whiplash. Hanging from each of his armored arms were long whips that channeled with electricity. He had on an intricate white and blue armor, parts of it chipping off and some of the color blurred off. The mask he wore on his face also white, the eye pieces glowing a blue hue.

"You are putting your nose in places it does not belong, Stark. I give you this last chance to leave." Whiplash said, slapping his whips on the ground. Stark brought his other hand to his chin.

"Let me think about that for a second." He said, firing a blast from his hand. It hit Whiplash, forcing him to the ground. He rolled to a stand and launched one of his whips towards Iron Man. He activated his thrusters and was in the air before they could hit. At least he thought he was. He felt the shock wrap around his leg, and then spark his entire suit, knocking him out of the air.

"UGH! Jarvis, call WM and tell him to get his ass over here!" Tony shouted to his A.I.

_~~Right Away, Sir~~_

Spider-Man swung into the city and saw Iron Man on the ground, his eyes not the bright blue that they usually are. That meant his systems were down, and he would be out for at least ten seconds. At least…

"Oh crap, Stark!" Spidey shouted, zipping towards him.

_Whoa, Spidey senses tingling. _Spider-Man though. An instant after, he saw the whip flying towards his face. He dodged while in the air and then shot a thick web onto the whip, trapping it on the ground.

"No thanks, not into that kinda stuff!" Spidey shouted, swinging fast and fluidly. His foot met with Whiplashed face and he was knocked into the hard wall. While he was down, Spider-Man rushed to Iron Man's aid. His systems rebooted as soon as the web head arrived, and he stood up, ready to get some pay back.

"Oh, Spider-Man. Nice of you to join me. Unlike my partner, god knows where he is." Stark said. He held out his hand and the Iron Man mask shot open, revealing the playboy that was underneath.

"Tony Stark, the man behind the mask. Pleasure to finally meet you, Mr. Spider-Man. Big fan of the webs and the jumping and what not." Tony said. Spidey took his hand and shook it with excitement.

"Wow, I finally get to meet the great Tony Stark! Your work is fantastic. And the Iron Man suit is just… wow!"

"Haha, you're not too shabby yourself kid. Red and Blue go perfectly with each other. You know, I was actually thinking of making myself a red and blue suit as well, minus the tights of course. I don't see how you guys do it." Stark said laughing.

"What, the tights? Meh, they're not that bad?" Spidey said, looking down at his suit. Tony crossed his arms and brought his hand to his chin.

"Really? I thought they'd… you know…"

"I mean, yeah they have their flaws. Sometimes it gets itchy, and I can't even tell you how many weggies I've had to pull out. But it actually increases acrobatics and speed, especially in the air." Spidey informed. Stark's eyes widened in surprise and he nodded, impressed.

"Wow, that's something. Say, do you have an extra pair?"

"AHEM! ARE YOU TWO FINISHED!" Whiplash shouted. Before he could say anything else, he was met with a web-ball to the face and a blast of energy to the stomach. He hit the wall again, this time going down for the count. Tony and Spider-Man hadn't even looked over to him, too busy talking about their suits and science.

"Wow, so there's no fuel, no gas, just pure energy?" Spidey asked.

"That's right. So web head, how would you like to come to my lab in an hour or two? I'd love to show you around, maybe even introduce you to the team." Tony said. Underneath the mask, Peter's face was that of a happy-go-lucky school girl. In his head, he was shouting and jumping all over…

_Yes, yes, yes, a million times yes. Are you kidding me? Who wouldn't want to meet the Avengers? Officially! I'm the luckiest boy alive!_ But outside, he tried to play as cool as possible.

"Sure, that'd be cool. I'll stop by in a few." He said. Tony Stark nodded his head and then the Iron Man helmet slammed down. He flew off with incredible speed, and Peter waited until he was gone to backflip and swing off screaming and cheering.

* * *

_**Norman… Norman… Wake Up… Open Your eyes Norman!**_

_**Norman, can you hear meeeeeee!**_

_** Norman, I seeeee you**_

_**Mr. Osborn, wakey wakey…**_

The voice echoes in Norman's head, jolting him awake from his sleep. He looked around and he was at his desk in the office. His computer was still on, so were the lights, and he could see the other scientist working outside of his office. He could still hear the low, maniacal laughter of whatever it was that haunted him, but now that he was awake, his mind could focus on blocking it out.

"Good god… I need to sleep more." Norman said to himself. He clicked on the first of many emails in his inbox and saw that Professor Otto Octavius had finally replied to his statement about the possible discovery a clean, pure, and reusable source of energy. Norman had proposed the idea a while ago after seeing the type of technological advances that Tony Stark and his company had.

The energy was extremely similar to that of Tony Stark's chest capacitor. In fact, Norman couldn't help but wonder why tony had never thought of these formulas and calculations himself, because once the basics were down, everything else seemed so simple. Unlimited supplies of energy wrapped up in a single battery, or generator. It was enough to power the entire city of New York, and then some. But when Norman read the reply from Octavius, he was appalled.

"What? What is this? Dear Norman Osborn. I understand the urgency in this amazing discovery, and I would like to see the world light up with such a breakthrough like this. But unfortunately, after going through all of your notes and research data's, I can clearly see that not enough thought was put into these calculations. After running a few calculations of my own, it is clear to see why Mr. Stark hadn't chose to use this energy for himself. The radiation that your power source would give off is at a critical amount. It would do more harm than good. I'm sorry. I cannot participate in such actions, and I hope you heed my warnings as to not try it for yourself." Norman sighed and slammed his fist onto the desk, cracking it slightly.

"One of the world's greatest scientific minds and he still does not see the benefits of this discovery." Norman said to himself. For a moment, he thought he could hear the crazy laughter from before, but he was too angry to notice it fully. Instead, he wrote a reply back to Octavius.

_Doctor, I understand all of your concerns, but the radiation can be worked out later on down the road. With your brain and mine, we could make a device to filter than energy or encase the radiation somewhere else. I implore you to reconsider._ Norman wrote. He shut his computer down and then leaned back in his chair, looking up at the ceiling. The repairs were done pretty quickly with the help of a few thousand dollars in cash. Now it was back to work, work, work, and more work.

He brought his hand to his face, feeling the places where the G-106 chemical had burnt him. They healed up nicely, and it was like nothing had happened in the first place. Just then, Alistair Smythe entered Norman's Office, his expression… not a very good one.

"Mr. Osborn sir, we have… some bad news." Smythe said. Norman sat up in his chair and gestured for him to speak.

"Well sir, the G-106 formula's that are left. Well… they're the ones that were still in early production. It's going to take at least a year until we can start testing on what we had before. I'm afraid when the scorpion man attacked, he destroyed all of our final vials. It looks like we're going to have to start from scratch on this one, boss." Alistair said. He could tell that Norman was furious. So furious that as he squeezed on the arm rests of his chair, the metal actually bent!

"We are not starting from the ground up. We will use what we have and make sure that it is done correctly. Understand!"

"Y-y-yes sir…" Smythe said, backing out of the room. Norman brought his hand to his forehead and grumbled to himself.

"I can't believe this…"

* * *

"I can't believe this!" Spider-Man shouted as he entered the front lobby of Stark Towers. He still had his Spidey mask on, but the rest was more casual. He wore a red hoody with dark blue jeans and sneakers. He had never been inside of Stark Towers, had never even been to the outside. His heart was racing and his body was jumping from one place to another, trying to take in as much as he could. The Lobby itself was probably bigger than Peter's house.

"This is incredible!" Spidey shouted, hopping over to the golden couches at the sides that were planted right in front of a huge plasma screen television. The front desk ladies watched him, not really sure what to do. They were about to call Tony to tell him that an insane person was jumping all over the front lobby, but he beat them to the punch when he arrived downstairs in his fancy business suit top, which was ruined by the pajama bottoms and Iron Man slippers.

"It's ok, he's here for me. Hey, Spidey! Over here!" Tony called out to Spidey, who was for some reason staring at the plant as if interrogating it. He hopped and dashed up the stairs and started walking with Tony.

"How you liking the place so far, kid?" Tony asked as he led Spider-Man to the elevators. Once they were inside, he clicked the top floor and they went speeding up.

"It's amazing. Wow, even your elevator is cool. I wish I had an elevator."

"Haha, you can borrow mine anytime you want. Now, ready to see the lab?" Tony asked. Spidey hopped onto the ceiling and cheered.

"Am I! let's do it!" he shouted. The elevator came to an abrupt stop, knocking him back to the ground. Once the doors opened, they were greeted by the fabulous view of Tony Stark's living room. There was a giant T.V. even bigger than the ones before, and a floating robot that had drinks in its hands.

"Wow, you have a robot butler!" Spidey shouted, running over to check it out. He poked and sniffed all around it, unable to contain his excitement. Tony looked at him strangely, but dismissed the behavior.

"Um. Yea, I call him Jarvis. But he's all over to tower, and my suit. I just built that a few minutes ago to give him a more personal touch. Pep, you here!" Tony called out. Spidey was still checking out the floating sphere called Jarvis. A female voice came from another room.

"Over here, Tony!" Pepper called out. She walked into the room and jumped in shock when she saw Spider-Man crouching on top of the Jarvis bot. Tony turned and saw him, then laughed.

"Haha, I love this kid. Pepper, this here is Spider-Man, I'm sure you've heard of him. I'm gonna show him around the lab, Bruce still there?" Tony asked as he led Spidey, who was still on the bot, to the smaller elevator that went to Stark's personal lab.

"Um, yeah he's still down there. You boys play nice now." Pepper said, still looking at disbelief at Spider-Man. He waved like a child at her as the bot floated into the elevator. She gave a modest wave back.

"Oh come on, I always play nice."

"Yeah, that's why Thor left with a mustache drawn on his face…" she said, crossing her arms. Tony laughed as the elevator doors closed.

"HA, classic!" Tony said.

"You drew a stash on Thor's face? Thor, the god of thunder?" Spidey asked in amazement. Tony nodded as if it was nothing.

"Yeah, why not. He was asleep on the couch, getting it all nasty and lumpy. Ooof, and it smelled so ungodly, how ironic." Tony said. The doors opened quickly and Spidey almost fell right off of the Jarvis bot. The amount of tech, mechanics, machines, and… more tech was every science nerd dream. Then… there were the Iron Man suits placed firmly on the back wall. But even that wasn't the most impressive thing. What caught Spidey's attention more was the man in dark purple dress shirt and brown slacks that was working at one of the tables.

"Ah Tony, glad your back. I wanted to ask you about the suit error that-"

"Not now, green. Where's Rhodey?" Tony asked. Bruce pointed to the back and Tony walked off.

"Uh, make yourself at home Webs. I'll be right back." He said, jogging off to find his partner. Spider-Man and the Jarvis bot approached Bruce Banner very… very slowly. Banner watched them, not sure what to think. When Spidey finally got within arm's length, he had to ask.

"Um… what are-"

"RAGALAFRAGABADADODAADAA!" Spider shouted, waving his arms in the air like a maniac. There was a long period of awkward silence before either of them spoke.

"What was that, exactly?" Bruce asked. Spider-Man sucked his teeth and crossed him arms and legs.

"Hmph… well played Mr. Hulk. Well played indeed."

"What are you talking about?"

"I read your journals. I know how it works. Getting angry, heart rate increasing. I thought that if I tried to scare you, you know… get your heart racing, then maybe you'd go all Hulk on me." Spidey said. Bruce laughed.

"I don't think you yelling at me while waving your arms will-"

"RALALAPAGADADODAAAA!"

"WILL YOU CUT THAT OUT!" Bruce shouted. He sighed with relief when he heard Tony and James coming back. He couldn't wait to have this odd kid out of his face. When Spidey and Bruce looked back, they saw the two walking and talking as if in a serious argument that a wife and husband would have, Tony of coarse being the concerned and nagging wife.

"… and I know your busy and all, but sometimes I'd like a call you know, some communication. I didn't realize that was uncharted territory nowadays."

"Tony, I'm sure it wasn't that serious."

"It was that serious. So serious in fact that Spider-Man had to stop all of his very important hero stuff to come get my ass of the ground."

"Tony, I have a wife now. A kid. I can't be playing hero all the time like the old days. Besides, you're an Avenger now, right? You have a bunch of allies."

"Oh yeah, an old school god of static, a soldier who can't tell a bird from a jet, and a scientist who's afraid to blow off a little steam… no offense Bruce." Tony said. Bruce raised his hand in acknowledgment. By the time Tony was done listing his flawed allies, James Rhode had already closed the elevator door and was on his way up. Tony sighed and then held his hand out to Spidey.

"Come on kid, we've got places to be, people to see. How would you like being a part of the team?" Tony asked. Spider-Man hopped off of the Jarvis bot and looked over to Stark, a look of pure happiness underneath the mask.

"Y-y-you don't mean…"

"Yep, I do. I'm gonna try and get you a spot on the team kid."


	5. Taking Initiative

**_Author's Note: Hey guys! Sorry if this chapter isn't too action packed for you but you know how it is. In order to make a great villain, you need to build him up. But don't you worry... I've got some surprises headed your way. Anyway, I took this chance to show a bit more character interactions as well as go into a bit of backstory in of the villains. :) I've been having a bit of trouble in deciding which villain to bring up first, and that's why i ask for you guys to review and tell me what you wanna see. But i thought of a few things, both villain wise and soem new character to bring in (i think you'll really like who's coming up soon.)_  
**

**_Anyway, if you're worried about the action and what not, don't worry. Action is coming... sooner... than you think *DUM DUM DUM!* So without further ado, i give you chapter 5. Will Peter become a member of the Avengers? And just what is Octavius up to? Time to find out. EXCELSIOR!_**

* * *

**Chapter 5: Taking Initiative**

"No. Absolutely not." Nick Fury, director of S.H.I.E.L.D. said. His muscular arms were crossed and it was clear that he was not pleased with Tony Stark. Spidey analyzed Fury, getting even more intimidated as each second passed. He was a big, tough, and scary looking man. If the eye patch over a scarred eye didn't mess with your head, then the all too serious expression on Mr. Fury's face would. It amazed Spidey how Stark could be so calm around him.

Spidey was more interested in the vastness of the S.H.I.E.L.D. helicarrier that Tony had brought him too. He had seen it over New York once or twice, but had never been inside. There were computers everywhere, agents from all over, and tech beyond even that of Tony Stark's… maybe.

"Come on, Fury. Give the kid a chance. He has powers, he helps people, isn't that what we stand for?" Tony said, gesturing towards the kid. Spidey waved shyly, but Nick Fury only grunted in disgust.

"Let me have a talk with him. You, get to the mission briefing with the others." Fury told Tony. He nodded and then patted Spider-Man on the shoulder.

"Good luck kid. He's got the biggest tree stuck up his ass today." Tony said. Peter laughed and Stark was on his way to where the Avengers met. Meanwhile, Nick Fury looked Spidey up and down, circling around him with his hands clasped behind him back. There was a long moment of silence, and for once… Spidey had no smart comment to say.

"So, Spider-Man. You wanna be an Avenger… is that it?" Nick Fury said as he started walking. Spider-Man followed close behind, not sure if the question was rhetorical. He answered it anyway.

"Yes, sir. It would be a dream come true. Fighting alongside Iron Man, The Hulk, Thor, Hawkeye, Captain America, mmm mmm mmm and Black Widow. We mustn't forget her.." Spidey said, almost drooling at the mouth. In his mind, he could see Gwen giving him 'the look' and pushed the thought of the sexy Russian assassin out of his mind at once.

"Ah yes. Well unfortunate for you, Widow and Hawkeye are on separate assignment, no longer part of this team." Fury said. He led Spidey into a secure room and closed the door behind them. There were cameras, but he went over and disabled them. He gestured for Spider-Man to sit down, and as he did, Nick brought up a screen with a large file on Spider-Man. When he opened it… he saw the unthinkable. His face. His real face. Peter Parker's face.

"I know who you really are, Mr. Parker. Tony is right, you have interesting powers, but your backstory is hard to follow through with." Peter's heart was racing as Fury spoke. If he knew about his secret identity, who else did? Was it only this guy? And where did he get all of those files from?

"You see Peter… I'm a master of judging character. Tony Stark is a goof off and pretty irresponsible, but he's a damn good scientist and has honor where it counts. Thor and Captain America are a bit new to this world, but they can hold their own I a fight, and they show enough pride and bravery to foil any evils that come towards us. As for Bruce Banner… well to put it simply, there is no stronger man in the world and beyond."

"But then there's you, Spider-Man. A nerdy kid from queens who's been bullied all his life. Abandoned by his parents, who were later killed in a plane crash. Sure you got by, but then your Uncle was shot in cold blood and died in your arms." That was what hit Peter hard in the chest. The way Fury mentioned the death of Uncle Ben so casually and… and careless.

"You went out seeking revenge mere seconds later. You found the guy. You killed him."

"I DID NOT!" Peter shouted, slamming his fist on the table. He stood up and turned away, pissed off beyond explanations. Nick Fury crossed his arms and a smirk made its way across his face.

"You don't understand at all. You don't know what you're talking about." Peter said.

"You're just a kid, Parker. Word of advice, cut the hero act. All I see in front of me… is a time bomb just waiting to explode. All that anger and hatred, all that sadness you lock inside your heart… one of these days it's going to backfire on you, and you'll become the very thing we're trying to stop!" Fury said. Spidey balled up two fists… but simply walked away. He was done here, and thought that maybe he didn't want to even be an Avenger anymore.

* * *

The next night, Peter, Harry, and Gwen decided that after school they would all hang out at Pete's. Aunt May was kind enough bring home some chips, soda's, and even make Gwen and Harry some sandwiches.

"Peter, you're not hungry?" Aunt May asked. Peter shook his head, not bothering to look at his caring aunt. None of them could see it, but Peter was still thinking back to the words of Nick Fury. He was used to everyone disliking him, thanks to the Daily Bugle. But for some reason the things that Nick Fury said just wounded him deeper.

"No thanks Aunt May. I… ate a little while ago before I got in. You wanna watch the movie with us?" he asked. Aunt May smiled and put her hand on Peter's shoulder.

"Oh, thank you dear. But I should get to bed. I wouldn't want to go to the bank all sleepy eyes tomorrow. You guys have fun, and it was a pleasure to meet you, Harry."

"The pleasure was all mines, Ms. Parker." Harry said, waving to her with a smile. She smiled and went upstairs to her room, leaving the three teens to do as they pleased. Harry leaned back on the sofa and smiled at Gwen.

"So, you're the famous Gwen Stacy that Peter's told me so much about? Tell me, what's it like dating the smartest guy in the world? Does he romance you with the theory of relativity?" Harry teased. Gwen laughed and shoved Harry playfully.

"He has tried. But Peter's not all about science, isn't that right Pete?" she asked. After Peter pressed play, he jumped onto the couch and threw his arm around her, kissing her cheek lightly.

"That's right. I know a bit of English too." He joked. Gwen and Harry laughed, not really paying attention to the movie starting.

"Come on man, tell me something other than school related things. Tell me a secret, haha" Harry said. Peter thought to himself for a moment, thinking of the millions of secrets in his head.

_How about the fact that I'm a super hero? Not good enough? Well what about the secret that me, the amazing, spectacular, super awesome Spider-Man is not good enough to be an Avenger because Director Fury things that I'm some rebel that's gonna go bad at any time! I mean, do I really give off that type of vibe! Nerdy kid from queens, ticking time bomb, what does he know! He's just some lazy old fart who wishes he could make a difference! That… stupid fart head!_ Peter thought angrily to himself. When he turned and noticed Harry and Gwen watching him make faces, he calmed down.

"Um, I like photography. Actually, I was thinking of selling some Spider-Man pictures to the Daily Bugle. You know, show them what a true hero looks like." Peter said. Harry smiled in envy and Gwen frowned in caution. She put her hand in Peter's, and he felt a bit calmer now.

"That's incredible Pete. I think you should do it. It's about time someone agreed with me in opinions of Spider-Man. I think he's pretty cool too." Harry said. Peter smiled, finally hearing some appreciation for once. They left it at that and started watching the movie. Harry fell asleep halfway through, so Peter and Gwen moved to the other, much smaller couch, letting his stretch himself out. It was dark, and the only light source was from the blue and white hue of the television screen. Peter looked over to Gwen… and she was as beautiful as ever.

"Peter… is everything okay? It seems like there's something on your mind?" Gwen asked. Peter scooted closer to her and wrapped his arms around her. They ended up laying down together, Peter spooning behind her. He whispered all of his troubles in her ear, and for the first time in a long time… he had someone there to listen to him.

"There is something on my mind. Yesterday, I met with Tony Stark. He was pretty cool, really funny. He showed me his lab, introduced me to Bruce Banner even. It was great."

"Wow, that must've been cool. I bet you were happy, seeing all that tech. Peter Parker's own personal paradise." Gwen teased. Peter laughed quietly.

"Yeah, tell me about it. So, we get to talking and then Stark comes out of nowhere and asks me to join The Avengers. Me, join The Avengers. It was quite a shock." Peter said. Gwen shifted a bit, getting more comfortable. Peter could tell she was tired.

"That's great Peter. I'm so proud of you." She said.

"That's the thing… you have no reason to be. I talked to the Director of S.H.I.E.L.D. Nick Fury. He knew everything. He knew about Uncle Ben, he knew about my years of being bullied, he knew… he knew that I was Spider-Man. Hell, he probably knows what I'm doing at this very instant."

"Is that okay with you? I mean… is he going to tell?"

"Nah, I don't think so. If he's anything, it's discreet. But… he told me that I wasn't a real hero. He told me that I was just a kid letting out all this anger and sadness that's left inside of me. Reminded me about the night I went to find Uncle Ben's killer. He said… he said that I was just a ticking time bomb waiting to explode. That one of these days I'm just gonna end up another super villain that he's got to take care of." Peter said. The flashback of Fury saying it made his heart painfully skip a beat.

"Don't believe that, Peter. He doesn't know what he's talking about. The Avengers, the X-Men, anyone would be lucky to have Spider-Man as their ally. He's probably just jealous that you're so nice and charming. Or… something, you know how old guys are."

"Haha, yeah. But… I can't help but think what if he's right? What if I am just a bad guy waiting to happen? What if… what if I'm no good?" Peter asked. Gwen turned around and slid her thumb across Peter's cheek. She pulled him in for a slow, passionate kiss. He felt her lips connect with his, felt her body curl and sway underneath the small sheet. She pulled away slowly, then resumed kissing him again. She got on top of him, cradling him. The blue hue of the movie still illuminated the room and reflected off of her pale skin. She pulled away and then came back down, resting her head on Peter's chest.

"Pete, if you're anything… it's good. This Fury guy doesn't know what he's talking about. He has no idea what's so special about Peter Parker." Gwen said, closing her eyes. Peter smiled.

"Oh? And what would that be?"

"Mmm… everything, Pete. Everything…" she whispered, letting sleep take her over. Peter diverted his eyes to the ceiling and supported a smile unlike any other.

_Gwen is right. Even if New York doesn't like me, even if Fury thinks I'm gonna become some sort of menace… I can't stop what I believe is right. With great power comes great responsibility. I'm not going to let the words a others put down what I know is right. Spider-Man helps people. I help people. I would never turn my back on my friend, my family, or the people of New York. Just you wait, patchy… you'll see how much good I can do for this city. I made a promise… and I intend to keep it._ And with that, Peter closed his eyes and he was in a time much simpler than this. He was away from the fighting, away from the hate. And for once… he was back in the yard playing ball with Uncle Ben…

* * *

**::Octavius' Apartment::**

Dr. Otto Octavius was a brilliant man. He spent all of his life inventing and forming technological breakthroughs unlike any other. He presented the state with many theories, such as his ideas on molecular fusion, more efficient energy sources, and as well as cross-species genetics with the assistance of other supporting companies such as Oscorp. He was a sensible man, living by only what he needed in order to get by. And the most important thing to him was his wife.

It was late at night, or super early in the morning if you looked at 3:45am that way. He couldn't sleep after the three jolts of pain that he felt through his spine. Things had never been the same after his accident many years ago. The accident… that killed his little boy Joshua. He looked over to the picture of his son, and he looked just like him. Hazel eyes, chocolate brown hair, even had a few freckles.

_Ah… my boy. I miss you so much…_ Octavius thought to himself as he struggled off of his bed. He did his best not to wake his wife, Rosie, but alas it came to no avail.

"Honey, is everything alright?" she asked, sliding her hands onto his broad shoulders. Octavius reached for his circular glasses and placed them on his face. He turned to see his gorgeous wife Rosie. She too had chocolate brown hair and brown eyes. Her lips were a finest shade of pink, and her pale skin glistened in the moonlight that peeked through their bedroom windows.

"Yes dear, I'm alright. Just had a nightmare is all. I'm going to go grab some milk and I'll head on back to bed real soon, okay?" he said lovingly. Rosie smiled and kissed his cheek, surrendering herself to the bed below. Otto stood up and grabbed his cane, taking his time to get to the kitchen.

_Curse these vile injuries. All the advances in medical science and my back is still killing me. On top of that, I'm completely stressed out with Norman and his absurd ideas. Pure energy, BAH… that energy source would create doom for anyone who used it. He's no Tony Stark. Stark created a whole new element. Norman? Hmph… Norman just created a formula that won't even work properly, and now he has to start from scratch because of that attack. Damn you, Mason. You just had to intervene, didn't you?_ Otto thought to himself. He got himself a glass of milk and sat down at his computer desk. He sipped on his cup and looked at the picture of him and his son out by the river that they took many years ago.

"You were always one to believe in the best that science can offer…" Otto said to himself. He leaned back in his chair an allowed himself to sleep peacefully that night. At least he would try to keep away the nightmares.

* * *

When morning came, Octavius was back to work in the labs. He had ignored the next few emails that Norman Osborn had sent him in favor of the emails he received from his partner Phineas Mason. He had provided him the tools and money needed to his next, big project. It would be a breakthrough unlike any other in the history of science. While Osborn tried to "enhance" the performance of people through medical and chemical means, Octavius worked more along the lines of Technological advances. Which is where the arms came in.

"Ah, Otto. We've ran the diagnostics on the A.I. and I'm happy to say that everything seems to be running smoothly. If you want, we can test it out today." Mason said. Phineas Mason was a fellow scientist that worked with Otto Octavius on many occasions. Although he was not an official member of the team, he funded Otto's projects and supported his cause. Mason was old, but his mind was still greater than Osborn's and Otto's combined. So… why was he at Oscorp at the day of the Scorpion attack?

"Excellent. Let's do it right now." Otto said, walking with Phineas to his work station. It was separate from the general areas of working on request of Mason himself. He liked to keep most of his work a secret, which was understandable. What scientist didn't have their share of secrets?

When Octavius entered the private lab, he could see his beautiful creation waiting for him. There were four long metallic tentacle arms that all came together at one central base that encased the wearers back. At the end of the arms were pinchers that could be substituted with a number of different objects and shapes in order to work in a variety of different conditions. It was the revolutionary prosthetic.

"It's marvelous, isn't it?" Otto said as he threw his cane to the side and limped towards the device. He stood at the base of the suit and allowed for the automatic mechanism to fit itself along his body. The spinal function linked to his spine, piercing and injecting nanomachines deep into Otto's vertebral column.

"Now… explain this to me one more time. Will… this… work?" Mason asked as he made calibrations at the console. Octavius smiled as he felt the nanomachines course through his spine and enter his high brain functions. Suddenly… he felt like a completely new man. The arms pinged one at a time as they each came online, and then he raised them without so much as a concentrated thought. A tear fell from his eye as he lifted himself off of the ground.

"Yes, Phineas. It will work." He said. He began walking, not with his legs, but with the tentacles. This was it. This was the scientific breakthrough of a lifetime. Show this to the board and they could start making more and within a few years… no one would ever be paralyzed or crippled again.

Phineas let a smile creep over his face. And before Octavius got too happy, he typed in a frequency of numbers that released a short, controlled burst of an electromagnetic pulse.

"What? What's going on! Mason, what are you doing!" Octavius shouted. Before he could say anything else, the pulse sent a hard shock throughout his entire spinal cord. The nanomachines went crazy started burning parts of his spine and brain. The A.I. took over… and Octavius fell to his knees. Phineas stood in front of his, a small knife in his hands. He brought it down hard onto Otto's shoulder and laughed.

"You… lose… Octavius…"


	6. The Rise of Doc Ock Part I

**_Author's Note: Hello ladies and gentlemen. It's your friendly internet writer here with another chapter of Spider-Man: The Ties That Bind Us! Recently, my follow/favorite ratio has gone down a bit. but that's okay. :) Anyway, i do ask however that if you ARE in fact reading, to please read a review anytime. Your suggestions really help create a better, mote intuitive book for all of us. So here's the thing. I plan to make A LOT of guest appearance, cameo's, and team ups throughout the entirety of this story (or series since there will be so much more than just this =^_^=) So if you wanted to see anything specific, just leave it in a review and i'll be sure to throw it in here. _  
**

**_Now down to business. Spider-Man. Ever since i was little, Spidey has always made a big impact on my life. His wise cracks and optimism have helped me through so many hard times, that i truly find him to be my real life hero, even though he is a fictional character. Thank you Stan Lee for creating such a wonderful work of art. I've always wanted to make my own interpretation of the Spider-Man universe, and here i can share that world with all of you guys. So thank you for being a part of my vision. Without further delay, i give you... SPIDER-MAN! Will he be able to defeat the new threat that is on the streets of New York? Has Dr. Otto Octavius truly fallen victim to his own destructive creation? And how does Phineas Mason fit into all of this mayhem! Find out, in the first ever multi-part saga... The Rise of Doc Ock Part I_**

* * *

**Chapter 6: Rise of Dr. Octopus Part I**

"And you can go ahead and step off the scale now Ms. Corazon." The doctor said as he wrote off the weight of the half Mexican, half Puerto Rican teenage that just happened to be a regular patient of his. Anya Sofia Corazon had always been a very sickly girl. She never had enough money to get by, never had enough people to pull her through it. And with a weakened immune system, it could do a number on the body. Her muscles were weak and her bones as fragile as glass.

"Um, sorry but could you help me a bit, Doc? Brittle bones are really… ouch… really something." She muttered. The doctor nodded and handed her her crutches. She smiled and nodded, thanking him as she followed him to the room where he could sign off on her medication. The doctor sat her on top of the spread, and right across from her was a large mirror.

The thing that made Anya beautiful wasn't her long, flowing, dark red hair or her luscious full lips. It wasn't her bright hazel eyes that could stop any man in their tracks. It wasn't even her perfectly shaped body that had all the right curves in all the right places. No. What made Anya so beautiful was the unlimited amount of determination that had formulated inside of her. Her heart was a blazing fire of youth that could never be extinguished. Even with Brittle Bone Disease and coming from a poor background, she kept her chin high and her hopes even higher.

"Ok Ms. Corazon. Here is your medication. Please, please be careful. You know how much I worry about you." The doctor said, placing the pills carefully in Anya's hands. He cradled her sensitive palms gently and then smiled at her.

"Tell your mother that you guys are welcome to stay at my place anytime. We have plenty of beds, food and drink, and I'm sure my daughter has clothes your-"

"Thanks, Lex. We appreciate it. I'll… I'll be sure to pass that on to my mother." Anya said reluctantly. She put the pills in her red bag and Dr. Lexington escorted her to the car that was waiting outside for her. Inside the car was one of her friends, a guy from school Lexington assumed.

"Alright, you take care now. Please, be sure to call me." He said. Anya smiled and gave him a salute as they drove off. She sighed and leaned back as best she could in the car. She looked over to the boy in the car. Her sweet, sweet boyfriend Jeremy. He wasn't only her lover, but he also acted as another caretaker, one that didn't hate helping her with everything she did.

"So where to next?" she said with a smile as the wind gently swayed through her hair. Jeremy smiled and placed a camera in Anya's hand. She surfed through it and saw pictures of Central Park. But not just any part of Central Park. There was a specific spot, the spot where they had first met, but the torn oak tree. She blushed.

"Thought you could use something nice for a change. I hope your mom doesn't mind. I shouldn't be driving without an adult in the car… but I don't think we'll get caught." Jeremy said, winking at Anya. She took his free hand and caressed it with her thumb. Love… could this be what it felt like? Suddenly-

"J, LOOK OUT!" before any of them could react, the speeding car hit the back of the side of the car., spinning them out of control. Their car spun into the way of oncoming traffic… and when Anya looked over to the driver side, she could see the large truck trying to skid to a stop. But it was too late.

"ANYA!"

* * *

"WOOO HOOO! YEAH!" Spider-Man shouted with glee as he sped through the city. In his hands was the new camera that Gwen's mother had got him, all digital and tons of awesome features like the quick flash and auto share. Not to mention the motion detection shot. It was all pretty high tech stuff, and Peter absolutely loved it.

"Time for my fifteen minutes of fame." Spidey said as he activated the sensor of his camera. To keep it in place, he shot a web into the back of the camera and placed it on the nearby wall. Just below it were some goons that were partaking in some suspicious activities.

"Picture time!" Spidey shouted, hopping down from the wall. The camera flashes.

"Watch out, it's The Spider-Man!" one of the thugs shouted. He raised the pistol in his hand and popped off a few shots. Thanks to his Spidey sense, Spider-Man expertly dodged the bullets and shot a load of web into the crooks face. His buddy wasn't too happy about that, and started swinging the baseball bat in his hand. His partner continued firing his gun even though he couldn't see.

"I'm gonna get you, bug! Just you watch!" the shooter shouted. Spider-Man grabbed the baseball bat with his web and threw it across the ground. Before the goon could run and retrieve it… a bullet landed inside of his knee cap and another went straight through his shoulder.

"NO!" Spidey shouted, launching a large web blast at the blind shooter. It forced him all the way back to the wall and stopped him from moving even an inch. Spidey zipped the camera back into his hand and slung it around his shoulder. Then he zipped the wounded thug and in seconds they were in the air.

"Hold on, I'm gonna get you to a hospital!" Spidey shouted. The thug struggled, but Spider-Man managed to keep a firm grip on him. The hospital was only about two minutes away when he heard a deafening sound course through his ears and felt his skin get pushed back by an almost invisible force. It felt like he was punched by a giants fist. But that was the least of his problems. The thug that he was carrying was now speeding straight towards the ground.

"Crap! Hold on buddy!" Spidey shouted as he shot two long strings of webs out. It latched onto the concrete ground and slung Spider-Man quickly towards the falling criminal. Just before he slat onto the ground, Spidey grabbed him by the shirt and threw him, shooting a large web wall to catch him. Suddenly-

_Whoa, Spidey senses- GAH!_ The sound wave rocked Spidey at the side again, forcing him to hit the side of a building. That's when he heard the grumbled laugh of the one, the only.

"Ugh… Shocker, really?" Spidey complained. He looked over toward the direction of the blast and heard the country man speak. Ugh… shocker.

"Ahhaha, yeee doggy was that a sight to see. The amazing Spider-Man falling flat on his little spider ass!" Shocker shouted. He stood out in the streets, wearing a tan suit underneath a red vest, red boots, and a partly red mask. On his hands were silver gauntlets that created massive frequencies of sounds. They were powerful enough to knock a man to the ground, and take the wings off of a plane with even more concentrated blasts. The man wasn't the problem; it was the tools that he used.

"Come on, Shock. I've got a wounded clown here who needs some band aids, can't we play later?" Spidey asked aloud. Shocker brought his hands up and underneath the mask he allowed a corny grin to form on his face.

"This aint my first rodeo kid. It's time for you to be put out like the little pest you are!" Shocker said. He charged up his gauntlets, but by the time they were ready, Spidey was already out of sight.

"What, where'd you go!" Shocker shouted. Before he could reacted, he felt his arms get tangled in Spidey's web. When he looked up, he saw the web head on the street light.

"What, how did you!"

"I know… shocking isn't it." Spidey said. He pulled his webs hard and Shockers arms raised to his face. Instantly, the sound waved activated and rammed right into Shocker's face. In the split second, he flew into the nearby brick building and was out cold. With a few webs holding him down, Spidey let him stay there for the police to handle. He zipped over to the Thug and rushed him to the hospital.

* * *

_ "…vius… an you hear…"_

_**Power**_

"_Dr. Octavius… Everything's go…. Alright!"_

_**Need…. More Power…**_

"_Carolyn, you've got to leave… ight away"_

_**Systems online. Aiding heart rate. Assisting brain functions. Temporary shutdown in effect. Standby.**_

Dr. Octavius opened his eyes to find himself in a hospital bed. As he looked around, the bright lights almost blinded him. There were reporters outside, guards inside, and surgeons with horrifies expressions on their faces. A few of them even jumped once Otto looked their way.

"What… what's going on? Where's… where's Rosie? Where's my… wife?" he asked aloud. None of the people in the room answered. As he saw their eyes shift from his gaze to whatever was above him, he decided to see for himself what they were so intrigued with. When his eyes met the long metallic tentacles that curved and stayed stiffed throughout the entirety of the room… his heart broke.

"The project… was a failure? Mason? Where's Mason?" The image of the knife going into his body flashed and his heart raced. At the corner of his eye he thought he saw one of the arms move, but he ignored it when he saw one of his interns staring at him through the window. Before he could react, a guard knelt down to his level with a scowl on his face.

"You've got a lot to answer for buddy. Tell us why we get a 911 call from your wife saying you've been stabbed. When we get there, you're on all four of these arms, and she's got a broken neck and spine underneath you!"

"W-w…what?"

"You sick bastard! First you kill your son, and now you murder your wife! You're done for pal!" the cop shouted. Otto's heart went from racing the bursting with pain. Tears flowed from his eye and rolled down his face. The doctors and reporters watched, their expressions making everything worse.

"No… it… it can't be." Otto whispered. Whispers began to form in his head, but he never thought anything of it.

_**Run. Flee. Escape. Now.**_

"ROSIE!"

* * *

"Th-th-th-thank you Spider-Man. I guess you really are a hero." The wounded thug said. He gave Spidey a thumbs up before being taken into the emergency room. Underneath the mask, Peter was smiling. It was always good to help those in need, even if they were in the most unexpected of place. But before he could celebrate anything, his spider senses began to go haywire. Then he heard the scream of a name.

"ROSIE!" the walls exploded from down the hall and Spidey could see the reporters and doctors running away with pure terror on their faces. His Spidey Senses went off again, but he didn't need them to spot the danger that stood in front of him. It was the well-known scientist, Dr. Otto Octavius, but he was different. Protruding from his back were the four long arms that kept him in the air. He had nothing on but the usual patient robes and a wrap that covered the stab wound.

"Whoa, doc. What the heck are you doing! And what's with the… tentacles?" Spidey asked, not sure how to react. The look on Otto's eyes was not one of anger, but one of confusion, pain, and sadness. This is what stopped Spider-Man from making a move.

"Spider-Man… stay out of my way… please…" he whispered. He then dashed to the end of the hallway and rammed right through the hospital walls. Spidey followed close behind, and once he got outside to the side of the hospital, Octavius was already on the rooftop.

"Hey, wait! Dr. Octavius!" Spidey shouted. He web-zipped to the rooftop and saw Octavius laying on the ground with his tentacles still raised high in the air as if they were searching for something.

"Octavius!" Spidey ran to aid Otto, but two of the arms turned immediately and began to swing and lung rapidly at him. He managed to dodge most of them, but then a third arm rocked him in the face and send him spiraling down the building. It took him a moment or two to regain his focus and then wall-run to the top again, but by that time… Octavius was gone.

"That… was Dr. Octavius right? What were those arms? There has to be some sort of explanation for all of this." Peter said to himself. He hopped off the roof and made his way to the only person he thought might have some sort of theory that he was missing. Gwen.

**MEANWHILE…**

** "**Damn Spider-Man! Someone GET ME OUTA HERE! GOSH DARN IT!" Shocker screamed at the top of his lungs. Apparently, no police had arrived on seen to pick him up.

* * *

_**~~This just in. Dr. Otto Octavius, close partner to Oscorp Industries, is now on the loose in Manhattan. This once innocent scientist has been seen wearing an extreme dangerous and specific type of equipment that he apparently has been developing in secret. This weapon has been seen breaking through hospital walls and knocking away trucks and buses like nothing! We advise all citizens to steer clear of this man. Officers say he has already killed his wife, Rose, and now he may be on the hunt for someone else. Again, please steer clear of Dr. Octavius!~~**_

Gwen stared in shock as the image of Octavius appeared on the screen. It was blurry because he was moving so fast, but she could make out the four arms that carried him outside. She turned and looked at Harry who had the same confused expression on his face.

"Don't you know that guy, Harry?" Gwen asked. Harry brought his hands to his face, slowly dragging them down in disbelief.

"Otto worked with my father a lot. He… he was always such a nice guy, always giving me advice. He told me science was a gift to be used to help people. I just… I can't believe what he's become." Harry said. Suddenly, Peter rushed through the door.

"Gwen, I need your… Harry?"

"Peter, hey. Did you see the news too?" Harry asked, getting up from Gwen's side at the bed.

"Yeah, crazy huh?" Peter said. He looked over to Gwen who was looking back at him nervously. He could already tell that she was worried about him going back out there to face Octavius. Peter looked around the room and saw books and journals on Gwen's table and a bag of chips on her couch next to the small pile of movies.

"Yeah. I had asked Gwen if we could hang out for old time's sake and then… well… we saw this."

_Old time's sake?_ Peter wondered to himself. But that had to be the least of his concerns, at least for now. He walked over to Gwen and took her hand.

"Can I talk to you outside for a sec?" he asked. She nodded and followed him to the balcony. It was getting darker outside, and the sun was already glowing its orange glow just before the moon took its place over New York.

"Peter, I don't want you going after Octavius. You heard the news, he killed his own wife."

"It can't be true, Dr. Octavius is a brilliant scientist. I've read all of his word, all of his thesis statements. He believed in using science for the good of mankind. There had to be some explanation for this. And I'm going to find out, Gwen." Peter said. He hopped off the rooftop and ripped his clothes off to reveal his Spidey suit. He quickly pulled on his mask and zipped through the air.

_Then again, what if Octavius really did go bad? I mean, Dr. Connors never meant to become the Lizard. It just sort of… happened. But this is something different all together. Octavius isn't some monster, he's a human being. It has to be those weird mechanical arms._ Spidey thought to himself as he flipped through the air. He wasn't completely sure, but he knew that Doctor Octavius lived in one of the fancy apartment complexes near Central Park.

_Wait, and wasn't that a stab wound on his shoulder? That means someone would have had to attack him. He couldn't have killed his wife. Especially after what happened to his son, I KNOW he didn't do it. Something is very wrong here. It's up to Spider-Man to help._ Peter arrived at Central Park and stood on the roof of one of the apartments. He would have spent a long time searching for which one Octavius stayed at, but once he spotted the huge, gaping hole in the roof beside him, he knew that was where he had to be.

"Well, here goes nothing!" Spidey said, back flipping and web-zipping into the building. When he landed inside, Otto Octavius was standing there with his arms over a mass of destroyed furniture and paperwork. He now had on a long trench coat and a black short with brown cargoes as well.

"Why have you followed me here, Spider-Man?" Octavius asked, not bothering to turn around. Spidey walked closer to the doc, but he lunged at him with one of his mechanical arms, stopping mere centimeters away from Spider-Man's face.

"I'm trying to help you, Octavius. What happened? What are these things-"

"…wer" Otto mumbled so low that Peter couldn't hear. He took a few more steps forward.

"What is it, Doc. Come on, tell me."

_**Need More Power…**_

"They… need more power. The arms. The A.I." Octavius turned and Peter flinched in disgust.

"Uh… hey. Doc? I think you should see a doc about that."

The torso piece was smoking and blood was dripping from it. Octavius fell limp, but the arms were still moving. They dashed forward, attacking Spider-Man in quick succession before jumping high out the window. Spidey went to run after him, but then he heard the bloop sound of an instant message go off on the fallen laptop.

"What's this?" he wondered as he checked it out. It was an IM to Norman Osborn...

**Doc Ock: The power source you mentioned. I need it. Where are you keeping the materials Norman?**

**N. Osborn: What? You expect me to include you in my work after what the news is saying? Get out of here, and don't you dare think about coming to my home and stealing my things. Goodbye, Octavius. Good riddance. **

**Doc Ock: You don't understand. It's killing me! I need it!**

_**N. Osborn has logged off.**_

"Oh no, that doesn't sound good." Peter said, rushing out of the apartment. Just then, his cell rang. It was Gwen.

"Gwen? What is it-" Gwen cut him off before he could finish speaking.

~~_Peter! Octavius took Harry! You've got to go help him!~~ _Gwen shouted through the phone. Peter's heart skipped a beat. These were not the actions of a good man. They were not the actions of Dr. Otto Octavius. He was something else entirely now.

"Are you okay? Do you know how he found him?" Peter asked as he picked up speed on his swing. He already knew that he had to head toward the Osborn Manor. Wouldn't be hard to find since it was probably the most unique building in all of New York.

_~~I have no idea. Peter, just hurry! He's moving really fast, I'm scared he'll hurt Harry!~~_

"I'm on it!" Peter clicked the phone off and through it in his suit's inside pocket. When he reached the Osborn Manor… he found the large hole in the side of the house and could hear Harry screaming for dear life. Then he saw one of the mechanical arms launch Harry out the house, and he was speeding towards the ground. There was no way he would be able to reach him in time…


	7. the Rise of Doc Ock Part II

**_Author's Note: Hey guys! I'm back, sorry if it took to long to get this chapte rup, you know how work is -_-. Anyway, I'm very thankful for everyone who has followed, favorited and ESPECIALLY COMMENTED/LEFT A REVIEW! It really keeps my spirits up and helps me write more. I hope you guys like how the story is going on, and i have A LOT of surprises for you guys. For once, I actually don't have much to say, but i do have a new project that im going to be working on soon (For those Final Fantasy 7 lovers out there). EXCELSIOR!_  
**

**Chapter 7: Rise of Dr. Octopus Part II**

"Harry!" Spider-Man shouted. He zipped as fast as he could, but there was no way he could be able to reach his friend in time.

_NO, I WONT LET THIS HAPPEN!_ Peter shouted in his head as he used all of his strength to zip after Harry. He sped down with his arms stretched out, and then shot a barrage of webbing. They hit Harry and the surrounding area, making sure he was secure mere inches from splatting onto the floor. Spidey's speed gave him a one way smash to the side of the Osborn Manor.

"Spider-Man! You have to go save my dad! Octavius is after the battery!" Harrys shouted as he struggled out of the web. After a split second of regaining focus, Spidey zipped to the large hole on the side of the building and sure enough Dr. Octavius was standing there, tall and frustrated, in front of Norman Osborn.

"Out of my way, Osborn! I need…that battery!" Otto shouted, sounding almost out of breath. Suddenly, he screamed as a high pitched whine came from the metallic arms.

"Quiet! Get… GET OUT OF MY HEAD!" Octavius shouted. The sirens of police were just coming into view, but Peter knew that they wouldn't be enough to stop this menace. The time for talking was over. Octavius had to be taken down before he hurt anyone else.

"Well, looks like someone forgot to take their crazy pills this evening." Spider-Man teased as he hopped onto Ock's back. Before Spidey could react though, the arms came faster than his Spidey-Sense and wacked him across the room, crumbling the wall beside Norman's bed. Behind it was a metal safe, and Octavius knew that was what he was looking for.

The arms on his back sped towards the safe, ripping it open with ease. Spidey tried to grab ahold of the arms, but they wacked him so hard that he went through the wall and out to the ground below. He landed beside Harry, scaring the life out of him.

"Ugh, no wonder why people are scared to see the doctors. When it comes to mad scientist, Ouch… this guy takes the cake." Spidey said. When he looked up, he saw Dr. Octavius with the large, circular battery piece in his hands.

"Here it is. Pure, unlimited energy. We will never die…" He whispered. He brought the battery down on his chest piece and clicked it into place. As soon as he did, the metallic arms grew even longer, and red lights sparked brightly all over the piece of tech. Yet even though the machinery looked more alive than ever… it was Dr. Octavius that fell limp in the machine.

The police had arrived on scene… not good.

"FREEZE, OCTAVIUS! PUT THE ARMS IN THE AIR!" One of the cops shouted as he pointed his small pistol at the very large and very dangerous Octavius.

"Get back now!" Spidey shouted, zipping quickly and grabbing the cop just in time. One of the arms lunged where he had been standing, cratering the ground. Octavius moved faster than before, already appearing in the center of all of the cop cars. They fired off shots, but it came to no avail as Octavius dashed and weaved past them and rammed into their cars. Meanwhile, Spidey was pulling the police out of the dangerous area.

"Yo, you mind NOT throwing cars at me!" Spidey shouted. Just then, another police car came speeding his way. He jumped up and flipped over it.

"Yeah… didn't think so."

**"Exterminate… All who stand in our way…"** Octavius said. He turned and made his way to the city. Spider-Man followed close behind, making sure to swing well above him.

_Exterminate? Our? He's walking like there's two of him. I'm not sure, but I have a feeling that Octavius isn't in full control of himself. It's like he's the host for those arms or something. But, how do I stop something that's basically living off of Octavius?_ Peter thought to himself. He was knocked out of his thoughts when his Spider-Sense tingled a tad bit later than it should have, and he was greeted with a metal tentacle to the face. Everything went black after that, but he could've sworn he saw a flash of red, white, and blue before he went down.

* * *

**[30 Minutes Ago]**

Nick Fury stood completely still as he looked outside of the S.H.I.E.L.D. Helicarrier. New York was in a state of disarray and it was all because of Spider-Man. At least that was what he believed. With a combination of the media and a few ghosts from his past, there was nothing else to convince Fury otherwise other than Stark's words. And let's face it… why would he listen to Tony Stark? Why? Well, the very same reason he called in someone like Captain America to deal with the problem at hand _instead_ of Iron Man.

Captain America, one of the first super soldiers and the very first Avenger, took his place next to Director Fury. He had already put on his suit, and was ready for whatever Fury had to offer. Thor, Stark, and Banner may have been reluctant to jump at a request like this every chance they got it, but not the Cap. It was in his blood, it was part of his soul, part of his duty.

"Looks like hell down there, Fury. Sure you don't want to call in the team?" The Captain asked. Fury sighed and shook his head, checking the screen to his left and seeing the mayhem that this "Doc Ock" was causing. A mad scientist with four incredibly dangerous mechanical arms… that was not something that you saw in the "Welcome to New York" signs.

"There'll be no need to assemble the entire team. I need someone who can follow orders. I need someone that can do what's right, and do it fast." Fury said. He began walking as he activated the holographic keyboard on his wrist. Captain American followed close behind, watching as multiple screens appeared out of this air, analyzing them both and making calibrations. That's when a large pedestal rose from the ground… and on top of it was the familiar red, white, and blue shield made from a circular vibranium metal.

"Ah, Nick. You shouldn't have." The Cap smiled and held out his hand.

"You're right, I shouldn't have. You still need training in proper use of it. This isn't just some shield. It's-"

"Yeah, I know. Extremely dangerous, handle with care, this side up." Captain said, tapping on the star in the center of the shield. Fury nodded and the Captain brought his blue mask over his blonde hair. It was time for Captain American to make a special appearance. He started jogging towards the exit but then Fury cleared his throat roughly.

"And… if you find Spider-Man. Make sure he's dealt with as well. I have a feeling that he may become a problem if he continued down this path he's on."

"But Fury-"

"That's… an order, son." Fury said boldly. The Cap nodded and made his way out. It was dark outside, so he could see all of the flashing police lights pretty clearly. Something was very wrong, and he intended on finding out what that was. He held onto his shield tightly and then hopped on top of one of the smaller jets that S.H.I.E.L.D. had on deck. The pilot almost ejected out of the seat until he saw the Captain's friendly face.

"Oh, thank god it's only you. Did you need something, sir?"

"Yeah, could you bring her down there a bit smoother this time?" The Captain asked. The pilot nodded, and in just under a minute, the jet took off with incredible speed. The Captain made sure to hang on tightly to the side as the g-force of the jet forced his cheeks back.

"Is this your idea of smooth!"

* * *

Once the jet came close to the ground, Captain America leaped off of the side of the jet and slide across the ground. Sparks flew off of his shield as he skidded to a stop and rolled to a stand. The police in the surrounding area all stared in astonishment as their hero from ages past reappeared.

"What's the situation Officers?" the Cap asked. It took a second for them all to regain their focus, but once they did it was back to business.

"Right. We've got a few injured, and along with Doc Ock, we've got some giant Rhino creature taking out our officers. We don't think they're working together or not, but we do know that Spider-Man is working on Doc Ock, we it's up to us to try and stop that… thing!" And before Captain America could even ask "What thing?"… it appeared. The Rhino.

**"RRRRAAAAAAHHHHH!"**

"Watch it!" A cop shouted. They all ran out of the way while Captain America walked towards the charging beast. Every step he took, the Rhino took four large bounds. When he was too close for comfort, the Cap flipped over him and the Rhino rammed his horn into the side of the police cruiser instead.

"You know, I know a guy that you might be friends with. Big, green, only knows about four words. You know him?" The Captain teased as he started walking towards the giant beast again. The Rhino wasn't just come escaped zoo animal, it was a man who somehow mutated into this hulking creature. But the Captain was no expert in molecular mutations, nor were the police who fired countless rounds into the beast to no avail. All they knew was that he was a threat, and he needed to be taken care of.

**"I'll KILL YOU!" **the Rhino shouted. He tore straight through the cop car and hopped into the air, landing mere inches away from the Cap. But he didn't flinch at all, only smiling at the creature's impressive display of both strength and agility.

"Impressive. But still no good!" The Cap shouted, punching the Rhino square in the jaw. He fell back, crushing a turned over cop that was behind him. The Captain brushed off his knuckled and then crossed his arms.

"Looks like my work here's done." He said, turning around. Before he could even begin walking, he felt two large arms wrap around him. They squeezed, and he could feel the puffs of hot breath coming from the Rhino's nose. There was also an immeasurable amount of sweat dripping from him.

"Look like in order to take you down… I've gotta ware you out!" Captain America shouted, breaking the Rhino's grip and dashing down the long road. The Rhino roared and followed close behind him. The ground cracked every time the Rhino's feet made contact with it. He was truly a beast of mass proportions.

**"YOU! DIE! NOW! PUNY MAN!"** Rhino shouted at the top of his lungs. He jumped high in the air, and the Captain knew this would be his chance to strike. He jumped and spun in the air, throwing his shield at Rhino. It zipped through the air with incomparable speed and hit his head hard. The Rhino twirled in the air and landed hard on the ground.

**"Uugghh… You can't hurt me. I'm… I'M UNSTOPPABLE!" **He shouted. Before he could say anything else, the shield doubled back and rammed him in the back of the head this time. The Cap ran and jumped, catching the shield in midair and throwing it once again at the Rhino's rock hard head. Meanwhile, he jumped onto the Rhino's back and let loose a barrage of punches to the beast's temples. He fell to his knees.

**"RAAAAH! GET OFF OF MEEEEEE!"**

"Play time's over!" Captain America shouted. The shield flew back into his hands and he brought it down, hard and fast, on the Rhino's head. The beast fell limp and was out of energy and rage to continue fighting. Choppers lowered to the ground and Special Forces Units arrived with what looked like large, static handcuffs. They didn't bother acknowledging the Captain's presence, so he didn't bother acknowledging their. Instead, he focused on the other task at hand, stopping Dr. Octavius before things for out of hand. Well… more out of hand.

He didn't have to go searching for long when he heard even more destruction coming from not too far away. He followed his ears and came across a large manor of sorts.

"I could've sworn there was something here…" He mumbled to himself. Then he spotted the large prints on the ground from Doc Ock, and decided it was time to take on the real menace. He ran as fast as he could, trying to keep an eye out for any signs of distress. That's when he heard a voice say…

"Exterminate… all who stand in our way…" and then there was the sound of metal slamming against someone's head. When he turned the corner, he saw Dr. Octavius standing tall and strong while Spider-Man was out cold on the ground. There was no time for thinking, and before he knew it, Cap's shield was already speeding past Doc Ock's face. He dodged and turned slowly to see who dared to attack him.

"Dr. Octopus. I'm going to have to ask you… to place all six arms above your head… and come along quietly." Captain America said, trying to reason with the man.

**"We will not let you belittle us**… R-r-rosie… **NO! WE ARE ABOVE SUCH PETTY FEELINGS!** Please… **NO!** Help… Me… **NO!" **there was obviously something wrong with Octavius, but orders were orders. And it was clear that this man was no longer just a man, but a fusion with his machine. More importantly, he was a major threat.

Captain America ran at Doc Ock, dodging the arms as best he could. He timed one too late and took a tentacle to the chest. Before he even had the chance to fall to the ground, Doc Ock grabbed him by the leg and slammed him onto the ground. His shield fell from his hands, and then he hit the ground again, and again, and again.

"Ok. This is bad." The Cap said in between hitting the ground. With Spider-Man down and out, who could get Captain America out of a situation like this?

* * *

**[Meanwhile… At Stark Towers…]**

"Pepper! Pepper where's the hot sauce! Pepper!" Tony Stark shouted as he rummaged through his rather large fridge. He searched and searched but in the end gave up and just devoured the hot dog with ketchup, mustard, ranch, relish, and a bunch of other assortments of unnatural condiments. Suddenly, Jarvis's voice came on through the speakers beside Tony, forcing him to jump and drop hit hotdog.

_~~Mr. Stark, I suggest you divert your eyes to the television screen.~~_

"Yeah, I bet you'd like that, huh Jarvis. I'm sorry but do you have a pair of hands to make me another hotdog?"

_~~Sir, I believe Iron Man is needed.~~ _Jarvis said. Tony was about to mute him, but then the T.V. sound increased and he heard the reporter talking.

_**"… and Captain America made short work of the large Rhino that was attacking the police. We're not entirely sure what's going on, but tonight seems to be one of complete and utter destruction. Eye witnesses have reported to see Spider-Man fighting a man with long, metal tentacles sprouting from his back. Captain America is on his way there now. Oh… wait a second. Wait a second there he is now… oh my god! It seems that Spider-Man is down and Captain America is also in trouble!"**_

"Tony, I found the… Tony?" Pepper called as she walked up the stairs. When she looked at the kitchen area, Tony was no longer there. Instead, he was standing intently in front of the television screen.

"What's going on, babe?" Pepper asked. Tony didn't answer, but he didn't need to. The Television screen showed everything. Captain America and Spider-Man were both down, and Dr. Octavius was nowhere to be seen.

_**"... Oh… It looks like Spider-Man is standing up! He looks hurt, but he's limping over STILL to go help Captain America and… wait… I-I-I-I don't understand. The Captain looks furious. Wait… wait a second! OH GOD, he just punched Spider-Man back multiple feet. The two heroes are fighting it out right now!"**_

"Oh my god, Tony, you've got to do something. Tony? Tony?" Pepper called out. Tony was already gone though. When she ran to the nearby window, she could see the bright thrusters coming from the Iron Man suit, and knew that Tony would do what he thought was right in his heart. But… what exactly was right? Helping his fellow Avenger? Or helping Spider-Man?

"Jarvis, give me a GPA on the Captain's Shield, ASAP!" Tony shouted through his communications unit. He rerouted most of the Iron Man suit's power to the thrusters allowing for the maximum possible speed. The GPS signal clicked on, good… 40 seconds out at this speed.

"Jarvis, when I get over them, I need all power to the frontal cannons. Gonna dust the place up, make the Cap blind."

~~Sir, who exactly are you fighting against?~~

"Who do you think…?" Tony replied. 25 seconds out. The towering buildings were a blur as he raced against time to get to Spidey. There was no way he was going to let Fury go that far. No matter what he thought of him, it was clear that Spider-Man was NOT a threat. 15 seconds out. 10 seconds… 5 seconds. 3…2…

"JARVIS NOW!" Tony stopped right above them and fired his front thruster cannons at the ground right in between Spider-Man and Captain America. Smoke filled the area, and the Captain brought his shield up to block whatever debris flew his way. Then he heard the hard clank of metal on the ground in front of him… and clenched his jaw hard. As the smoke cleared, the shining blue light on Iron Man's hand illuminated through. Spider-Man was on the ground, weak from his fight with Doc Ock and the unexpected thrashing from Captain America.

"Hmph… Tony Stark. Long time no see."

_**"Yeah, heard you were in town. Sorry, but it looks like you're not from around these parts. Or this time. But Spider-Man is not a Nazi, you old fart."**_ Tony said, not moving his arm at all. The humming of the thruster was echoing in the air.

"Stand down, Stark."

_**"Do you have any idea what you're about to do!"**_

"This is a direct order from Fury, Stand down Stark!"

_**"He's not a threat, he's a damn hero!-"**_

"I SAID STAND DOWN STARK!"

_**"Take your best shot. I dare you, I dare you, Cap! Go against everything we're supposed to stand for-"**_

"This isn't a game, Stark! Get out of the way!"

_**"You're right, it's not a game… You stand down, Cap… Or I will fire…"**_ Tony said. Captain America shook his head and tightened his grip on his shield. Tony fired off a shot by the Cap's feet as a warning… and that set him off. The Captain charged, and Iron Man dashed forward as well, his fist flying towards Captain America's face.


	8. The Rise of Doc Ock Part III

**_Author's Note: WELCOME true Believer! It's me again with another chapter of Spider-Man! Now i have to be honest this isn't my most favorite chapter of all simply because i KNOW a lot of people are probobly gonna trash talk me or something for what happens at the end. But I'll leave an author's note at the bottom to clear things up a little while trying not to give too much away. For those of you who are very familiar with the Spider-Man universe, you'll find no problem with the thigns that may happen later, but for those of you who are not, it may be a tiny bit confusing but i KNOW you will understand who these people are (haha). Anyway, this is the epic conclusion of The Rise of Doc Ock! Will Spider-Man be able to stop his biggest threat yet!? And just what is Norman Osborn up to! Find out in this issue of SPIDER-MAN: THE TIES THAT BIND!_  
**

**Chapter 8: Rise of Dr. Octopus Part III**

Gwen slammed her fist on top of Harry's chest. He wasn't breathing, his heart wasn't beating, and the building around them was collapsing. Where was Spider-Man? Where was everyone else, anyone else… who could help them?

"Harry! Harry, open your eyes! Please! Harry!" Gwen shouted. She pumped his chest three more times and then brought her lips to his, breathing gentle puffs of air into his lungs. Still… there was no response.

"Oh god… no… HARRY!"

**[Two Days Ago…]**

"This isn't a game, Stark! Get out of the way!" Captain America shouted. He gritted his teeth and snapped as he spoke.

_**"You're right; it's not a game… You stand down, Cap… Or I will fire…"**_ Tony said. Captain America shook his head and tightened his grip on his shield. Tony fired off a shot by the Cap's feet as a warning… and that set him off. The Captain charged, and Iron Man dashed forward as well, his fist flying towards Captain America's face.

They hit each other at the exact same time, forcing each other back. Iron Man's thrusters stabilized his fall while Captain America rolled to a crouch. He instantly threw his shield at Stark, and then came at him with incredible speed. Before the shield could hit him, Tony threw his hands out and a loud sonic pulse erupted from his cannons, forcing the shield to go off course. But then the Captain's fist came around and jammed his right in the jaw.

_**"Are you so blind that you can't see this kid is trying to help!?"**_

"We don't know what he's capable of. He's just a kid, he has no sense of responsibility. We can't let these people rely on him to save them!" The Captain shouted as he dodged a blast from Stark's cannons. He rolled and grabbed his shield, bringing it up just in time to deflect the large, constant chest blast coming his way. When it hit the shield, it went off in multiple directing, burning almost everything around them.

_**"Are you such a soldier that you can't think for yourself!? The kid may not have responsibility, but he's got heart!"**_

"Heart isn't enough to save lives Tony! It takes guts, bravery, honor, respect!" Captain America shouted. Just then, he felt a tiny jolt on his shield and Iron Man felt the same one on his chest. Before they could react, they were both pulled to the ground, and when they looked, they saw the long web that was stuck to them.

"You guys… call yourselves heroes? Hmph… don't make me laugh." Came the wounded voice of Spider-Man. He was standing, costume torn and bruised, but still determined on moving forward. He walked and stopped right in the middle of Captain America and Iron Man who stared at him intently, not sure what move to make.

"You're still here… fighting each other over something… so STUPID!" Spidey said. He shook his head and proceeded on walking slowly away. He still had a limp, and there were cuts all over his body. The Captain stood up and began running after him.

"JUST STOP! You can chase me all you want! You can take me in to Fury or whoever else wants me dead! But right now… right now we have to stop Octavius." Spider-Man said. He shot a web onto the building above and swung off weak. He bumped into the sides of buildings and ran lazily on rooftops. But he had to find Octavius before anyone else got hurt.

As Spider-Man swung off, Captain America and Iron Man looked over to each other. When the Captain nodded, Tony smiled underneath his mask. Maybe he had finally gotten through to the Cap, and maybe now they could all work together to stop Doc Ock. At least that was the plan… until they saw Spider-Man fall mid-swing and land hard on the ground.

_**"Oh crap!"**_ Tony shouted, dashing to Spider-Man's aid…

* * *

Norman Osborn didn't like the idea of being in a hospital with a bunch of sick and injured people. He felt fine; all he really cared about was getting back his battery. Octavius was a mad man, and he had no idea what it was truly capable of. Or… maybe he did, which was why he took it from Oscorp.

"Nurse, could you fetch me a glass of water. If I'm going to be kept here against my will, I might as well have my thirst quenched." Norman said, opening his phone. He scrolled down his contacts, going past his co-workers, past Harry, part Peter, and clicking call right on the man he was interested in talking to. Alistair Smythe.

"Hello, Alistair? Yes, it's Norman. Listen, there's been a situation at my house and I think it's time that we start talking about the 'green' much, much sooner than previously intended."

_~~What do you mean, sir?~~_

"Octavius stole the battery. I will not let him take anything else from me. Look… I had stored one last case of it in my lab when it was complete in case something like this came up. We don't need to start from scratch, but it's very important that we do not waste an opportunity like this." Norman said as he walked through the hallway beside his room. He wasn't paying attention, and accidently bumped into an opened door.

"Ouch… Stupid hospital. Anyway, before we start using it, we need a viable test subject. But it can't just be a healthy human like you and I. It has to be something drastic, something… wait a second…" Norman said as he spotted the girl in the room beside him with the open door. The girl was severely wounded, with casts and bandages all over her body. Her most notable feature was her dark red hair that flowed swiftly and so pure.

"I'll… call you back…" Norman whispered into the phone. He clicked the end button without a second thought and walked into the room. The girl was staring at the ceiling, unable to really look at anything else. She didn't even look over to Norman when he walked in. He picked up the clip board beside her bed and read the report. Vrolik Syndrome since childhood, weak immune system. Car accident broke almost every bone in her body. She was just the subject that Oscorp needed.

"Anya Sofia Corazon? Is that you, my dear?" Norman asked. There was no answer, only a depressed glare. Norman nodded and placed the clipboard down gently and sat in the edge of Anya's bed.

"Anya. My name is Norman Osborn. I'm a scientist… and I have a proposition for you…" Norman said. Still, he got no response from Anya. He could tell she was in pain, and by the way her heart monitor was beeping he could see that she didn't want to be bothered. But this was a once in a lifetime opportunity, and he would not pass it up.

"I know you probably don't want to speak with anyone right now. And I can only imagine the amount of pain and suffering that you're going through. But… what if I told you that I could make that pain go away? What if I told you that I could make you stronger? No more broken bones, no more deadly common colds. You could be normal. Better than normal, you could be… spectacular." Norman said. Anya looked over to him, her lip quivering slightly and her eyes watering.

"You… can't. There's… no cure." She mumbled just loud enough for Norman to hear her. Norman shook his head and placed a reassuring hand on Anya's casted shoulder. She looked into his eyes, but couldn't see the wicked thoughts in his head. She only saw a genuine man that looked like he wanted to help. She tired her best to nod her head and then closed her eyes to rest.

"Yes, rest now Anya. Soon, you will be able to be all you can be… and more."

* * *

**[Two Days Later…]**

Gwen Stacy was sitting on the large couch in Harry's bedroom. There was construction and renovation going on in other parts of the house because of the attack just two days ago. She would have been worried about Peter too, but after reading the text that he sent out of her, Aunt May, and Harry, all she could really do was be angry that he wasn't here for Harry.

_That's just so inconsiderate of him. I mean, I know he's Spider-Man and all, but he couldn't even stop by to check on Harry? Sure, science with a bunch of other nerds was cool, but Harry is one of your best friends. He's been nothing but kind to you… the least you could do is-_

"Oh, hey Harry." She was knocked out of her thoughts when Harry walked out of his bathroom shirtless with steam rising from behind. She diverted her eyes to the soft rug on the floor until he put on a dark green polo shirt and sat beside her.

"So, Peter's out there doing his science stuff." Harry said, leaning back on his bed. Her stared at Gwen, taking in her beauty that he has once forgotten.

"Yeah, that's so like him. Always on the run, that Pete." Gwen said, curving her fingers together. Harry sat up and moved closer to Gwen, placing his hand on her leg.

"I never got the chance to tell you how great it was to see you again. It's been years, hasn't it?" Harry said with a smile. Gwen nodded, not really sure what to say. She felt his warm hand on his and then looked into his eyes. His peaceful eyes. He was worried about her, it was genuine and just like the way he used to look at her.

"Harry… What we had… it's not here anymore. I'm with Peter now. I never thought you would come into my life again. We can't be anything more than friends, okay?" Gwen said, sliding her hand through her hair. Harry sighed and stood up, nodding in acceptance.

"I get it." Harry said. He unmuted the T.V. and listened as the reporters talked about the recent events of Doc Ock, and how Spider-Man was nowhere to be seen. Once Gwen heard that, her face changed and Harry could tell that something was up.

"Oh no. Do you think Octavius captured him!?" Gwen shouted, pacing back and forth. She looked out the large window, nervous as she could be. Harry kept watching, seeing how the last known position of Spider-Man was in the arms of Iron Man. He looked wounded, he looked… dead.

_This has to stop… I can't let this go on any further!_ Harry thought to himself. He grabbed his jacket off the side of the door and ran outside, Gwen following close behind.

"Harry, where are you going!?"

"The one place I know Octavius will be…"

* * *

It was dark. Cold. Peter felt weightless. He opened his eyes, but everything around him seemed to be a blur. He could hear muffled voices around him, as well as what seemed to be a news broadcast about John Jamison and his newest expedition to space. Apparently he would be delaying it again in light of recent events. Then there was some coverage of an accident, a girl that went missing from a hospital, and a still missing Dr. Octavius.

_Uggh… what is it with this place and its' problems?_ Peter thought to himself. His vision finally he could see the four mechanical arms that were monitoring the other machines around him. He jumped up immediately, fearing that he had been captured by Octavius.

"GAH! PLEASE, DON'T PROBE ME, DOC!" Spidey shouted, pointing his web-shooters at the arms. Then he realized that they were nothing like Doc Ock's arms, but much more like the machines that Tony Stark used in his lab.

"Whoa… what happened to me…?" Spidey asked aloud. When he looked down, he saw that his suit was gone, as was his mask. He looked around the white room nervously. Where ever he was, whoever took him… now they knew who he really was. He would be done for… his family would be-

"Ah, you're finally awake. Good. I was starting to get a little worried there, Spider-Man." Tony Stark said as he walked into the room. Peter flipped off of the ceiling and landed, crouching hesitantly.

"Stark? What happened, where's my suit!? Did you tell anyone that I'm Spider-Man!? Please, tell me you didn't!" Peter shouted. Tony put his hand up, gesturing for Peter to calm down.

"No need to worry Parker. Your secret's safe with me. Besides, who would believe me if I told them some nerdy, wimpy high school kid was Spider-Man?" Tony said, laughing. Peter nodded, putting his hands to his sides.

"Yeah, I guess you're right…"

"Come on, I was kidding Mr. sensitive. Anyway, Doc Ock vanished and it seems to me like Captain America developed sort of a soft spot for you after everything you said." Tony said, pointing towards the Captain, who was sleeping on a chair in the lab. Peter smiled to himself, feeling grateful that he had someone else on his side.

"Has he been here this entire time?" Peter asked. Tony nodded.

"Yep. He said, and I quote, that maybe we were wrong about you kid. Anyway, you should probably get back to the real world. Family's probably worried sick about you." Tony said. He reached into a bag that was sitting on top of one of the work tables and pulled out Spidey's costume.

"Pepper took the liberty of fixing up your suit and mask. And I took the liberty of upgrading your communications." Tony said as he held up a small, circular device. Peter already knew what it was; a hands-free communications device. Voice activated, extremely comfortable, and no interference whatsoever. This… made Peter smile like a little school girl.

"Gee, thanks a lot Tony. For everything. Oh, and when the Cap wakes up, tell him I owe him one for knocking me in the jaw." Peter said as he pulled the Spidey mask over his face and slide into his costume.

"Wait, where are you going?"

"I've got to get back down there. Doc Ock vanishing isn't a good thing, it means he's hiding. With that battery he's more powerful than ever. I have to find him." Peter said. Before Stark could reply, Spidey was already out the nearest exit and swinging through New York. He flipped in the air at the top of his swing, quickly placing the ear piece in place.

"Messages!" Peter shouted, shooting out another web to the nearest building. He zipped as fast as he could while the messages played.

_**Aunt May: Peter, where are you? It's very late and I'm worried. Please call back.**_

_** Gwen: Pete, pick up the phone! I saw what happened with you and Captain America. Is everything okay? Where's Octavius?**_

_** Gwen: Please, Peter pick up the phone, you're starting to worry me! They're saying that Octavius is still at large and you're missing. Please Peter just… I don't know just pick up the phone, please.**_

_** ?: Hey baby, ready for some hot living tonight? Make sure to wear those panties I like, oh and bring lots and lots of Bananas!**_

_** ?: Oh umm… I think I might've called the wrong number before. This message wasn't for you, I'm sorry**_

"What the heck?" Peter asked aloud. Just then, his phone rang and the caller id spoke Gwen's name. He picked up and didn't even have time to speak before Gwen started screaming into his ear.

_~~Peter! Is everything okay!? Oh god, you need to get to the harbor fast. Harry… harry just went off on his own. I tried to keep up but he was too fast. But he said that Octavius would most likely be at the harbor, an abandoned factory or something.~~_

"Wait, wait, slow down! What's going on?"

_~~Oh my god… Peter, I'm here now I… the factory is crumbling to pieces. What if Harry's in there!? I'm going in!~~_

"Gwen don't! Gwen!? GWEN!? Damn it!" Pete shouted. He zipped to the rooftops and leaped across a few before returning to a speedy swing. The harbor was close by, so close that his Spider-Sense was already going crazy. He jumped at the top of his swing and landed on a large antenna tower above the harbor. After looked left and right, he found the factory. There were already police cars outside, but there was no way they could get inside. The doors were all crushed inward and the factory was sinking down to the sea.

"Oh no… GWEN!" Peter shouted. He hopped off the tower and shot a web right on the roof of the factory. He zipped and broke through the ceiling, landing hard on one of the balconies. What he was next was unbelievable. It was an entire laboratory that was crafting machines too strange to describe. They were all over the factory, as were their mechanical arms just like Octavius'. In the center of the factory was a large machine that harbored an even larger, glowing red orb of energy.

"Octavius, you need to stop this! This isn't you!" Harry shouted. He stood in front of Gwen, protecting her from the chunks of metal and debris that were flying around. One of the mechanical arms dashed near Harry, drilling itself into the wall beside him. Octavius was tearing this place apart, piece by piece.

**"We are the vanguard of your destruction! If we cannot harbor the powers of eternal energy, than neither… can… YOU!"** Octavius shouted. He turned around and started typing away at the computer beside him. The energy started rotating rapidly, melting away the actual machine itself and quite clearly burning Octavius' flesh. He moved away slight, but didn't seem to show any forms of pain.

"You are who you choose to be! You once told me that, remember! You've helped me through all the things that my father never did! I love you like a father Otto! And you once loved me like a son! So please, STOP THIS!" Harry shouted. Octavius turned around, lowering himself to his actual feet now. He walked slowly towards Harry, his arms rising high in the air. Spidey was right above him, ready to strike… but Octavius seemed harmless right now. It was the red orb of energy that was more dangerous, and so he concentrated on that.

"Harry… W-w-what are you doing here?" Otto asked. His voice was back to its normal tone. He was the same Otto Octavius that loved every moment of taking care of Harry, and saw the good in science. Spidey hopped down to the computer Otto was using and started typing, trying his hardest to speed up as fast as possible. Judging by the looks of the energy, it was about to self-destruct.

"You are who you choose to be, Otto. Do you remember that day, when you found me in the bathroom, bleeding from my wrists?" Harry asked. Otto had a confused expression on his face… like he had been gone for a long time.

"Harry, you need to…** RRRAAAAAHHHHHHHH WE'LL KILL YOU, OTTO! **Leave… now…" Octavius was losing himself in the A.I. They were taking control all over again.

"I told you that I couldn't be what my father wanted. I told you that I didn't belong here, and that I couldn't be what everyone expected me to be! I wanted to die… and you saved my life with those words…" Harry said. He looked over to Spider-Man who was pulling the plug on the machine now, pulling with all of his might. When Harry spotted one of Otto's mechanical arms rise and look towards Spidey, he knew it was time to make a move.

"And now I'M SAVING YOURS!" Harry shouted. He tacked Otto to the ground before the tentacles could spot Spidey. He earned Spidey the last seconds he needed to pull the plug, and the red energy immediately dispersed and vanished slowly.

"Harry! NO!" Spidey and Gwen both shouted. Gwen reached out to him, and Spidey zipped towards him, but it was too late. Before Dr. Octavius fell to the flooded lower levels of the factory, he rammed all four of his mechanicals arms at Harry's side, launching him across the room.

"Harry!" Spider-Man landed right beside him, quickly ripping him shirt off and placing his ear to his chest. There was no heart beat… and that wasn't the only problem.

"**SPIDER-MAN! WE WILL KILL YOU!"** Ock shouted from below. Spidey looked over to Gwen and she nodded. She put her hands on his chest and started pumping it nervously. When she looked back up, Spidey was already down with Doc Ock.

"Octavius, it's over! You're done!" Spidey shouted. A mechanical arm launched toward him, but he dodged and shot a barrage of webbing on it, sticking it to the ground. The other three came flying towards him, and he did the same. Octavius was stuck in place, no way to attack. Before he could say another word, Spidey shot a web into the chest piece of the mechanical arms and pulled out the battery. Immediately there was a large humming sound.

"S-S-S-Spider-Man… You have to… run…" Octavius whispered. Spidey came closer, trying to pull the chest piece off and remove the arms entirely from Octavius. But they were linked through the spinal cord. Removing the arms would mean the death of Octavius.

"Octavius, you need to get these off. They were controlling you, and there's no telling when they'll come back-"

"Spider-Man… I'm not fit to be their host. They said I am too weak. Please... let me die as a man… not a monster." Otto said. Before Spidey could react, the arms wrapped around him and started lifting him to the upper levels. He could tell that Otto was struggling to keep his mind intact, fighting the A.I. of the arms. And once Spider-Man was placed safely on the top levels… he watched the arms launch right back to Octavius, going right through his chest and knocking the debris f the building right over him. Peter winced under the mask, but had to get Harry to a hospital.

"Harry! Harry, open your eyes! Please! Harry!" Gwen shouted. She pumped his chest three more times and then brought her lips to his, breathing gentle puffs of air into his lungs. Then… there was a pulse and he started gasping in air.

Spider-Man grabbed Harry and carried him out with the crying Gwen. There was already an ambulance outside. Good.

"Everything's going to be okay Har… I mean Osborn." Spidey said, releaved that his friend would live to see another day. He turned him over to the paramedics and then turned to see Gwen. She immediately ran into his arms, letting the tears flow onto his chest.

"Damn it Peter… don't ever disappear on me like that again… I was so worried…" She whispered so that no one but Peter could hear her. Peter nodded, holding her close and he shot a web to the nearby building and headed towards the hospital. The rest of that night was spent at the side of Harry's bed, hoping that he would wake up better.

* * *

**[One Week Later]**

Peter was stuck in his room, doing nothing but surfing the web. Aunt May hadn't taken too kindly to him being gone for two days without any word. After a long hug and a few tears of joy that he was home, she gave him a bop on the head and grounded him for three weeks. And now he had a curfew to be home by ten at night.

_Hmph, if only she knew that I was Spider-Man. Maybe she would understand the responsibility that comes with it. But I couldn't tell her. Even before Uncle Ben died, she was always worried about my safety. With such a wounded and frail heart like that, imagine me telling her that I was New York's friendly neighborhood Spider-Man. I couldn't put that stress on her. Hell… it was hard enough telling Gwen, and she took it hard… especially when Captain Stacy died. Sigh… maybe one day all this will just blow over... and I can be normal._

**[Meanwhile… At Oscorp…]**

Norman Osborn smiled as he looked at Anya Corazon, the once wounded, once crippled, and once destined for death girl. Now she was standing on her own two feet without any help from crutches of prosthetics. The details in her newly developed muscles were astounding. Even her skin looked more lively and bright with life and purity. It only took ten minutes… ten minutes to turn a girl with glass for bones into a strong, fast, agile, intelligent, and… unbreakable creation.

"Anya, how do you feel today?" Norman asked through the pressure glass they kept her in for the time being. She glared over at him with a smile, tightening her grip. She concentrated for a moment and then allowed for her new strengths to flourish. It came from inside her, seeping out from her skin. It was still a prototype, but Norman had no idea it would be such a success. The armor came out of the pores of her skin like goo at first, but then solidified as Adamantium.

"Norman… what the hell is this? You said your serum would give her better bone structures, better muscle mass. You never said anything about… well… this." Alistair Smythe said confused. Norman held his hand up and shook his head.

"Ah, I did. But you see… this isn't my serum. It's his…" Norman said, gesturing towards the figure standing in the shadow. A man with curly black hair and green eyes, wearing an Oscorp lab coat revealed himself. Alistair had never seen this man before… and he knew that he wasn't a part of the Oscorp staff or a new hire. And by the look on his face, it seemed like all he wanted to do was get Anya out of there and inject her with more things.

"Alistair, I'd like you to meet our newest business partner. Miles Warren." Norman said. Alistair looked over to miles, and he had a long crooked smile that reminded him of a jackal.

* * *

_**Author's Note: Alright guys so before you flip out i will tell you this. THIS IS NOT THE END OF DOC OCK, but it is the ender for Dr. Octavius. I'm leaving it at that. Not with Anya Sofia Corazon... come on, if you don't know her then i'm sad (hahaha) but in all seriousness, you guys are gonna like her. Changed the backstory a bit on her from in the comics, so don't sweat it if you have no idea who she is because my version. If you're confused or if this is a lot to take in, DO NOT WORRY! EVERYTHING will be explained in the upcoming chapter. So, without further ado, i bid you farewell til next time. and as always. EXCELSIOR!**_

_**Author's Note #2: Hey, sorry i have not updated in about a week or so. I'm currently working on this fanfiction as well as another one that i will be posting very soon. But i will update Spidey before this week is up, so do not worry. I am still alive guys. :) Stay Frosty!**_


	9. Hide and Seek

**_Author's Note: Hola true believers! I wanna thanks all of you guys for following and favoriting and reviewing! It means so much to me! Anyway, this chapter is a bit shorter than all of the others. I thought of this one more as a filler rather than the start of a whole new Saga (like Doc Ock) Because fillers are sometimes awesome too (lolz). Anyway, sorry for taking so long to upload, but i have been so busy with so many things. I'm writing 2 other stories with this that are original ideas of mine called "Abyss: Lunar Vigilant" which is book one of a series i plan on writing. And i have also started on my new book titled "Owin" about a little boy who finds an Android/Robot prototype in the woods banged up and damaged. The boy hangs out with him and teaches him basically how to be "human", giving him the name Owin. But he has no idea that his new friend is a military project that escaped, and is extremely dangerous is provoked. It's all a work in progress. :D Anyway, enjoy the chapter guys! EXCELSIOR!_  
**

**Chapter 9: Hide and Seek**

"Haha, come on Peter. Move your slow butt!" Gwen shouted as she ran across the sand. She had on a white bikini with a see through, tiny scarf fluttering around her waist. She ran fast, keeping a good distance between her and Peter, who was ironically wearing red and blue swim trunks.

"Get back over here, you thief!" Peter shouted. He followed Gwen into a small woods area, away from Aunt Mays hawk eyes, and tacked her onto the ground. Before he could say anything, Gwen wrapped her arms around his neck and kissed him. He felt the passion behind every contact between their lips. She felt his love behind his warm hands trailing down her body. Suddenly, there was a crack behind some of the trees, and Peter grabbed Gwen and pulled her up behind him as he aimed his hands.

"Who's there!? Come out, now!" Peter shouted. The footsteps grew closer and closer. And then. AND THEN!

"Hi. I'm Flint. Can you play with me?" said the tiny boy that came out of the shadows. Gwen laughed when Peter tensed up and then lowered his guard.

"Yeah, a real threat Peter." Gwen said mockingly. She knelt down to meet the boys eyes and smiled, holding out her hand kindly. They boy had short brown hair, a green striped shirt, and a pair of grey shorts on. Combined with some freckles and brown eyes and he was the most adorable thing you'd ever seen.

"Of course we will. Where are your parents, Flint? I don't think it's very safe for you to be running through these woods alone." Gwen said. Flint smiled and started giggling.

"Nah, it's cool. I do it all the time. I know this place like the back of my hand, see!" The boy said. Before Peter and Gwen knew it, he jumped and kicked the sand everywhere, blinding them. After coughing and allowing for the sand to clear, the little boy was gone.

"Whoa, the kid sure is fast." Peter said, stretching his arms over his head. Gwen nodded and then called out to the boy, but there was no answer, only an echo of laughter. They started walking back to where Aunt May was tanning, but the trees in the forest seemed to go on forever and the sand grew heavier and heavier to walk through. Then Flint's voice echoed through the woods again.

_"If you wanna get out, you've gotta find meeee! Reach the end of the castle and you'll win a prize!"_ Flint said. Peter and Gwen turned and low and behold… there was a giant sand castle in their way where just a few seconds ago there had been nothing but a path through the woods. Gwen started walking forward without a second though, but then Peter grabbed onto her arm.

"DAH, wait, wait, wait, wait, wait! Are you seriously going to go in the giant creepy sand castle with the voice of a tiny creepy child laughing all around!?" Peter asked, waving his hands around like a maniac.

"Yep."

"WHAAAAT!? Have you not seen the horror movies!? He's gonna kill us with his monster puppets or something!" Peter shouted. Gwen laughed and shook her head.

"Well, are your arachnid senses tingling?"

"It's… Spider-Senses. Preferably, Spidey-Sense. And no they are not, but still I-"

"Well then there's nothing to worry about, is there? Maybe he's a good type of super powered person. You know like Captain America or Iron Man." Gwen said as she started walking. Peter's jaw was to the ground.

"First of all, Captain America almost turned my face into scrambled eggs! And secondly, Iron Man doesn't HAVE super powers. And third, WHAT ABOUT ME!" Peter shouted. By the time he looked her way, Gwen was already making her way into the castle. He sighed and then quickly ran after her, only to have a large wall of sand spank him right in the face and block him out.

"Oh no! Gwen! Gwen, can you hear me! Gwen! GWEN!"

* * *

**[One Day Earlier]**

"So Harry, now that you're out of the hospital, we should celebrate!" Peter said with a jolly smile. It had been two months since Dr. Octavius had gone on his rampage and luckily things had quieted down for Peter (and Spider-Man). A lot of people were worried about who would take over Otto's work, but luckily his more than capable assistant Carolyn Trainor. She spoke to the press and told them that the actions of Doc Ock were NOT the actions of the intelligent man Otto Octavius. She swore that there had been some sort of sabotage with the arm machines and promised that she would get to the bottom of this tragedy. There was still no word on the missing girl, and her family hadn't been heard from either. That was something Peter intended on looking into, even if he wasn't a detective. But… even super heroes needed some time off.

"That would be awesome! We could go to the beach!" Gwen exclaimed, throwing her fist up into the air. Harry laughed but held his hand up.

"That's all well and good but I still feel a bit iffy guys. But the beach sounds great, and I think you guys should go." Harry said. He smiled at Gwen, and she mouthed the words 'thank you' to him. Peter hadn't need it, he was too busy cheering in the background and screaming to Aunt May the good news.

"I'll just talk with my dad and get him to get you guys a private jet there. He should have no problem with it." Harry said. Peter's jaw dropped and there was a girly scream that came from his lungs. When Harry and Gwen glared at him, he sat back down and started writing down the things they needed, very, very quietly.

* * *

**[Now]**

"I'm coming Gwen. I'm, ouch! I'm coming! GAH!" Peter tried climbing the sand but it seemed like he was going nowhere. Then a large fist sped into his face, knocking him back to the ground.

_"I don't think so. I have a better game for you and me!"_ Flint said. He formulated himself into a large, buff, brute of a man. Peter felt threatened, but his Spider-Senses weren't tingling at all. But… with the sight of Flint's arm turning into a large hammer and the other a giant lance, he figured he could use his own judgment for now.

**"Tag, you're IT!"** Flint shouted as he slammed his hammer-fist onto the ground. Peter leaped to the side and web zipped onto a tree. He climbed to the top as fast as he could, but it wasn't fast enough. A large storm of sand launched into him and stuck him to the ground.

"GAH! There's sand in my mouth! Nooooooo!"

* * *

Gwen walked carefully inside of the intricately designed sand castle. She hadn't noticed, but walking behind her was the little boy. Whenever she turned around, there was been a block of sand in his place, and so she started to suspect something was following her.

_Guess I'll have to trick the trickster_ Gwen thought to herself. She tripped on the sand and acted as though she had been injured.

"Ow, ow, ow. That stings." She said to herself. She rubbed her knee and sat up on the wall. After a short while, the sand manifested itself into the small boy once again.

"A-a-are you okay?" Flint said nervously. Gwen looked up and smiled, then held her hand out.

"Yep, I'm fine. I just wanted you to come out from hiding. This is a really nice place you have here." Gwen commented. Flint blushed and then put his hands in his short's pockets.

"Ah shucks, thank you. It took me a while to master… whatever this is." Flint said. He pulled his hands out of his pocket and looked at them as they started to slowly degrade and then solidify once again. Gwen took his hands and winked at him.

"I think it's a beautiful power. You know, me and Pete, we're from New York. There's a lot of super powered people in New York. Don't ask me why, cuz I have no idea. So we came here on vacation to get away from all of the bad people." Gwen said. Flint flinched a bit when he heard the words bad people, but the reassurance in Gwen's eyes made him stay.

"And it looks like we did just that. You're not a bad person, are you Flint?" Gwen asked kindly. Flint shook his head happily and then smiled back at her.

_I like her. She's nice._ Flint thought to himself. He held his hand out towards one of the walls and the sand came down quickly. Once it did, Peter was standing there with sand all over his hair and body. He was even spitting some out of his mouth. Flint walked up to him slowly, not bothering to jump back when Pete put up some karate hands.

"I'm really sorry if I inconvenience you with my games. It's just that I never have anyone to play with. Ever since the man dropped me off here… I've been alone." Flint said. Peter crouched down to get within eye's view of the kid and smile. He patted Flint on the head gently.

"Nah, it's cool. I've had worse. Besides…" Peter stood up and turned around to the beautiful scene of the clearing woods. At the very end, the horizon could be seen, sun and ocean together. Peter threw his hands up above his head.

"I had a lot of fun today. Thanks to you, Flint." Peter said. Flint's eyes glimmered with happiness. Gwen walked up to Peter and then faced Flint. Something had to be cleared up.

"Flint. You said that you've been lonely here ever since that man put you here. Do you have any idea who this man could be?" Gwen asked. Peter raised an eye brow, not sure what they were talking about, but then Flint started to talk.

"I don't know his name. At least, he never told me. I think they were using code names or something. And they all had suits on so that I wouldn't hurt them. Even though… I never wanted to hurt anybody. The only thing I remember was being taken from what I guess was my home. There were a lot of lights, a lot of people saying complicated math and science stuff." Flint said. Gwen was already at the brink of tears, and Peter was getting angry that someone could do this to a kid.

"It took about a month or two before I was able to be me again. The doctor guys kept telling me to just try and imagine my body coming out of the sand. Eventually my body did, and there was so much sand. Sand everywhere. It took a few weeks for me to be able to walk and talk again. And it took a few years for me to smile again. Today is the first time I've smiled since I was… well…normal."

"Wait, how old are you, Flint?" Gwen asked. Flint tried counting on his fingers, but then he shook his head.

"I'm not really sure. The main guy, I think they were calling him Jack or Jackal or… something like that. But, he told the people that when I came back, I wouldn't be the same. That I would be an entirely new being. Age wouldn't matter, health wouldn't matter, nothing would matter."

"What do you mean?" Peter asked.

"I don't eat. I don't sleep. I never get sick. I never get injured. I can grow…" Sand rushed onto Flint's body and made him look older, stronger, and more mature.

"I can shrink" The sand dispersed and he looked even younger than he was the first time.

"And… I can just be still." He said. He closed his eyes and instantly his entire body disintegrated into nothing but grains of sand. After a few seconds he came back with a frown on his face.

"I would give anything just to be normal again…" Flint whispered. Gwen put her arms around him and cradled him softly. When she looked over to Peter, she already knew he had no problem with what she was about to suggest. Well… maybe just one thing. He looked down at his shorts and then sighed. He pulled it open with his thumb and cringed.

"Uuuuugggghh… ok… Flint… get in…" Peter said hesitantly. Flint looked up, confused.

"What?"

"We're gonna take you home with us. Maybe get you some new clothes, some friends, I don't know. But I can't have my aunt seeing me coming out with a small child and just say 'hey, we're taking him with us' So… do your sand thing."

"YAY!-"

"JUST DON'T MOVE AROUND TOO MUCH! OR PULL ANYTHING!" Peter shouted. Gwen laughed and once Flint shrunk down to a reasonable sand size, Peter and Gwen made their way back to where Harry's jet was waiting for them. It was Harry who set this whole thing up, so maybe he knew something about this island that he had send them to.

* * *

**[Halfway to New York]**

"Stop moving so much…" Peter whispered under his breath. Aunt May looked behind her and saw Gwen hop off of Peter and try and look innocent while Peter kept adjusting his shorts. She gave them a look and then went back to reading her paper.

"I don't want any hanky panky back there. I'm too young to have nieces and nephews already Peter." She said.

"AAHH, Aunt May, It's not like that!" Peter shouted. Gwen laughed, and they had a long, awkward flight home.


	10. A Series of Mysterious Events Part 1

**_Author's Note: Hey guys, I'm trying to update more often since i keep getting more and more followers. I love all the reviews, makes me want to upload more. So finally in this chapter i bring in a character i've wanted to bring in for sooooo long (and it's so hard to write her "Hero" name because of the N with a ~ in it. BUT, finally she is here. The one and only _ (read to find out). _  
**

**Chapter 10: A Series of Mysterious Events Part 1**

Spider-Man sped through the city of New York, making sure to shoot out another web as soon as he came to the peak of the previous one. With Flint safely in the hands off Tony Stark for the time being, he was out to start investigating. He wasn't sure, but he had a strange feeling that the disappearance of Anya Sofia Corazon and the banishing of Flint Marco onto that island had something to do with what the small boy had told him. The Jackal… an unknown threat that hasn't popped up anywhere on any radar whatsoever… yet he had the skills to place such a powerful boy in seclusion without anyone knowing about it. But… the island was in the database of Oscorp… so they had to have had something to do with it.

Spidey crawled quickly to the top of Oscorp towers and was about to break in using the ventilation shafts, when suddenly there was a tingle of a spider sense.

"Whoa, what the heck is going on down there?" Spider-Man asked to himself. He back flipped off the roof and web-zipped to the side of Oscorp Towers. As he stood on the side of the building, he scanned the streets below. There was nothing to really see. That is until a huge green creature slammed into the ground, cratering it underneath him. After lifting an entire bus and launching it over his head, Spider-Man knew that there was only one thing that could cause this much mayhem without strain. That creature was…

"The hulk? What the heck is he doing!?" Spider-Man kicked off the Oscorp building and went speeding towards the not so jolly green giant.

"Yo Bruce, what's your deal-GAAH!" Spidey tried to talk but he was met with a clobbering fist to the face.

"Uggh… I'm gonna feel that one in the morning. Ouch, oh wait… it's already there. Ok, guess I need to follow him now." Spidey said. He spotted the Hulk on the run now, heading towards Time Square. Not good. The Hulk in the center of town with a lot of big screens, traffic, and people all over…

"Damn it. Slow down!" Spidey shouted. He jumped up from the ground and spun two webs to launch himself far in the air. The Hulk jumped into the air and started running along the side of the towering buildings. Once he got to the end, he kicked off of the side and went speeding higher into the sky.

"Just a suggestion, I don't think your corn is up here Mr. Green Giant. How bout we look somewhere else when you're not a big hunk of nasty."

**"HULK. SMASH. FISH MAN. KILL. FISH MAN! KILL!"**

"Whoa, whoa, whoa there buddy. Fish man? I think you've got the wrong comic. And what's this about kill? You've never been THAT violent. Oh… wait a sec." Suddenly the Hulk brought his hands to his face and started screaming as if he were in pain. Before Spidey could react, a long, rope-like object wrapped itself around the Hulk and latched onto him.

**"RRRAAAAAHHHHHH! HULK SMASH SPIDER! HULK-GRRAAaaaaahhhhh!"** He was pulled off of the rooftop and then was greeted by a hard boot to the face. The rope quickly zipped back to its' place of origin. He tried to latch onto the edge of the roof, but the another barrage of kicked forced him back, and it was a long way down. The impact was sure to knock banner out of his rage, but that wasn't the only concern Spidey had. Now he had the pleasure of wondering who the hell this girl was on the rooftops with him, and why she looks way too much like him.

She had extremely large black goggles with golden lenses to cover her eyes. Around her neck was a jeweled necklace. She had on an almost sleeveless white shirt with the insignia of a red spider stretching out on the front. Of course some of her perfectly shaped stomach was showing as the shirt flowed in the wind. She also had on very tight, black spandex that curved perfectly with her slender body.

"Well… that was weird." She said in a friendly voice. She bent over to check on her black and red running shoes and also tightened her black and red gloves. Trailing around the gloves were small pockets, and then around the back of her hands and knuckles was a pad form what looked like UFC type gloves. She got back up and reached into her red backpack, pulling out a juice box. Peter stared at her, dumbfounded.

"Um… who are you, what was that, and what the heck are you talking about?" Spider-Man exclaimed as he walked over to the edge of the building and looked down. The hulk was nowhere to be seen.

"Damn it, he's gone!" Spidey shouted. He was about to shoot a web and search for him, but then the girl spoke again.

"That's because as soon as he hit the ground, he disappeared. Looks to me like it was some time of advanced holographic technology. And judging by the way his _path of destruction_ is no longer around, I'd say those were fake too. Someone planned this. But not just anyone. Its someone who is out to distract you, Spidey. The only question is, who? The only person I know that could have tech like this is tony Stark or Reed Richards. Of course, they go along the lines or robotics and chemical engineering. This is more like effects and illusions, which could only lead me to one person in particular that could possibly have a grudge on you. Quin-"

"NOW WAIT JUST A MINUTE HERE! What's with all the smart talk and the knowing everything and the costume and the rope and the 'this is something used to distract you and' blah blah blah! You still haven't answered MY questions! Who are you, and what was all that? And your costume, you know I could sue you for this if I wasn't such a nice guy." Spider-Man shouted. The girl smiled and then whipped her auburn ponytail to the side.

"Los Siento, Spider-Man. You can just call me Araña. I guess…" Araña moved closer to Spidey and then brought her lips to where his lips were in the mask.

"… you could call me one of your fans." She said suggestively. Spidey took a step back, and Araña could already tell he was blushing. Spider-Man scratched the back of his head.

_Well it is nice to have a fan. But first thing's first…_ Spider-Man leapt off of the building top and right before he hit the ground he shot a web to the sky and slowed his fall. On the ground were three small balls that seemed to be damaged.

"Looks like the holograms came from these devices. I can take them back to my hou- I mean… base… and study them for a bit. Until then, I think you have some explaining to do." Spider-Man said. He turned and saw Araña hanging upside as if she were a spider. As if she were Spider-Man.

"Can I come?"

"Uuhhh…. No. I'd rather you not."

"Why not?"

"Well we kinda just met and I have no idea if I can even trust you or not. Anyone who goes running around dressed like a spider is bound to be a freak job. Oh… wait a sec." Suddenly, the three balls started glowing and slammed together, activating another hologram.

_**"Ahhahahaha, You may have seen through this one Spider-Man, but you will not win again! For I, The Great Mysterio, will be the harbinger of your demise!"**_ The suited man in the hologram was unlike anything Spidey had seen before. His suit was scaled green and flowing from his back was a long purple cape. But the most interesting thing Spidey noticed was…

"Um… is that a fish bowl on your head? What's your deal?" Spidey asked. Mysterio grumbled and crossed his arms.

_**"You have ridiculed me for the last time, Spider-Man! Come find me at the amusement part on tomorrow and you will find out who I am. Of course, after that I will be forced… to kill you. Until then, SPIDER-MAN!" **_Mysterio threw a pellet onto the ground and a cloud of smoke appeared. He assumed the transmission would cut off then, but he was still on camera. Spidey crossed him arms, watching as Mysterio removed his hood. It was none other than the "famous" entertainer and special effects expert… Quentin Beck.

_**"Thank god that's over. It's so hard to breath in this thing! How dare he call this a fish bowl! It is a state of the art HUD helmet!"**_ Quentin started to remove his suit, and that's when Spidey cleared his throat.

"Ahem. Listen sunshine, if you wanna go commando that's fine but PLEASE turn your camera off first! I don't wanna see old man bunns!" Spidey shouted. Quentin turned around quickly, covering his chest. He immediately smashed whatever he was using to record himself and cursed at the wind. Suddenly, Peter's phone rang. It was Gwen.

"Dang it. One sec." Spidey said. I clicked on the hands-free device in his ear and spoke.

"Hey baby, what's up? Peter said. Araña immediately crossed her arms and popped her hip as she gave Spidey a dirty look.

"Who is babe!?" she shouted. Peter jumped and put his finger to his lips.

_~Peter, who's that?~_

"Nobody, Gwen. It's just some girl."

"Some girl! Spidey, I am NOT just some girl!?"

_~Spidey, did she just call you Spidey? Peter, what's going on?" _Gwen asked. Peter quickly clicked the phone off and glared at Araña who had a cocky smile on her face.

"Uggh ok look. You need to chill out. I still don't know how to deal with all of this. You kind of came out of nowhere. I need to think." Peter said. Before he could react, Araña was already swinging through the air with impressive speed. He thought about just letting her be, but there was so much more he had to know. She had powers just like him, and last time her checked, only one genetically altered spider was out of it's home when he was bitten, and it died shortly after.

"H-hey! Wait up!"

* * *

Norman Osborn smiled as he watched Anya soar through the air like an angel. This was living proof that his formula was a success. There was no more need for any tests, no more need for questions, and no more need for setbacks. He held the vial of green in his hands, laughing on the inside. He looked at his hand that had been burnt by the green way back then… and could still see how his veins protruded more green than their usual blue. Sometime his head hurt, and sometimes he had ungodly nightmares. But that would be over soon.

"Is it ready?" Professor Warren asked as he looked closer at the vial. Norman nodded and then clicked open the vial. The scent was strong like alcohol, but the liquid was clearly a very powerful substance. He placed the vial in a small, secure pouch with five others and made his way out of the room.

"Yes, it is. With the success of Ms. Corazon, I believe we're ready to distribute it to the public. Warren, I want you to contact Mr. Cutter and tell him we have a very nice investment for him and his companies. Once this is on the market… well… Oscorp will be right back on the map…" Norman said. He closed the doors behind him and Warren finally allowed for a smile to creep onto his face. He took out his cell phone and started texting his contact. After a sequence of numbers was entered, a hologram shot out from the phone, and standing there was none other than Phineas Mason.

_~Yes, Warren. What is it, I am very busy with our newest friend, Ms. Trainor.~_

"Sir, Osborn says that the formula is now complete. He trusts me sir, I've seen the things he's done and… quite frankly they're incredible. Dangerous… but… incredible. I mean, his serum cured a girl of her Vrolik Syndrome. And even though the ramifications are… less than satisfactory… it's still very impressive. Should I send in a team to retrieve it and kill the Dr?" Warren asked. Phineas brought his aged hand up and shook his head.

_~No. YOU have other matters to deal with. Very important matters. Your little sandbox project has been discovered. It's too dangerous to try and recover the boy now. Instead, I have something else I want you to look into.~_

"Really? And what would that be, sir?

_~The Spider-Man…~_

* * *

"So, you wanna tell me where you're from exactly?" Spidey asked Araña as they sat on top of the Empire State building. She was laying down on her back with her arms behind her head.

"Well, my family is from Puerto Rico. We moved here when I was very little and never had much money. Came to New Jersey and lived there for about three years, then we moved to New York. I… I can't remember anything though. All I know can gather are glimpses of my part. I remember being sick all the time, being injured a lot. But for some reason… I'm okay now. But I don't remember any friends, any family. Just… this." She said. Spidey sat up and crouched in a crawling position.

"There has to be more. Explain the powers. Usually, I wouldn't be as interested but… they're kinda like mine. Actually… they're exactly like mine." Spidey said. Araña shook he head and sat up, allowing the wind to let her auburn hair flow freely.

"No, not exactly. I don't have a sixth sense like you do. And I can't stick to walls either. That's why I made these gloves to sort of latch onto things, you know? As for the webs, I have no idea how to make that. So I just made this grapple type rope. Shoots pretty far. As for everything else, yeah I'm just like you." She said. Spidey brought his hand to his chin and thought for a second.

"So you don't remember how you got your powers and don't know much about your past?" Spidey asked. Araña nodded her head, but there was still a smile on her face. Spidey shook his head.

_This is all pretty crazy. So she's basically like a… girl version of me? Then again it seems like her powers aren't exactly orientated around a spider. It's strength, speed, agility, you know. The usual stuff. Maybe she just likes me a lot more than other people. The web shooting and wall crawling are because of gadgets. So… I guess I don't need to worry about someone trying to replicate my powers. Other than a fan._ Peter thought to himself.

It was starting to get darker, and he Gwen would want an explanation for the quick hang up. Spidey stood up and stretched out his muscles. Araña got up as well and jumped onto the edge of the rooftop.

"Where to now?" she asked with anticipation. Spidey raised his brow.

"Um, now I have to go home. Why don't we meet back here tomorrow, and I'll let you help me take on this _Mysterio_ guy. Ha, what a joke. Anyway, see you later." Spidey said. He jumped off the rooftop with an elegant flip and swung off into the city. Araña watched until he was out of sight, and then sat back down. In truth… she had nowhere else to go. With no memories of anything from her past, she didn't know where she could rest her head.

"Guess I'll see you tomorrow, Web-head." She said. She took her backpack off and used it as a pillow. After a few minutes of contemplating just how she came to be, sleep overcame her. And that night, all she could remember were her screams as tons of needles entered her body from all angles. She wasn't sure where this came from, but knew it felt too not be a memory.


	11. A Series of Mysterious Events Part 2

_**Author's Note: Hola Followers, Favoriters, and New Readers Alike! Finally, after about a week, another chapter of Spider-Man's adventures is here! Very sorry for the delay, but this entire week has been busy busy busy with college and what not. But i am going to be writing almost everyday now since my classes are 2 hours after i arrive on campus, so i have nothing better to do. I mean, what could be better than writing for my fans? NOTHING! besides... going to the BALTIMORE COMIC CON CONVENTION ON SEPTEMBER 8TH AND 9TH TO SEE ALL THE NEW COMIC STUFF AND MEET STAN LEE! Guys, i simply cannot wait for those 2 days. I wanted Stan Lee to read this, but unfortunately due to legal reasons (apparently) he cannot read or watch any fan made material which... really sucks butt. **_

_**Anyway, let me stop ranting and let's get back to some super hero ACTION! Hope you guys enjoy this chapter, because the next segments i have in mind are simply going to blow you guys away! bringing in more cameos, more action, more drama, and a special guest! and i close by saying, as always, EXCELSIOR!**_

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**Chapter 11: A Series of Mysterious Events Part II**

It felt like he hadn't slept in days. Ever since he saw what the formula did to Anya, he couldn't even think about sleep. All that there was to be done was theory after theory, making sure that nothing would reduce the impact that it will have on everyone else. Yes, the muscle and bone enhancement worked beyond all belief. And yes, there were even added benefits like an almost super sense of reflex and sensory abilities. But with every good thing came a bad. It didn't take long for Norman and his team to realize that Anya Sofia Corazon had lost her memory as soon as she woke up the procedure.

It had nothing to do with the calculations, because he knew for a fact that they were all correct. It had nothing to do with Anya herself, because on every test run on her body, the simulations listed her as the perfect subject. So why then… why did such an abstract thing occur? And now she was out there doing god knows what. They had to get her back, they had to run more tests.

Norman took out his phone and contacted Alistair Smythe. It took a while for him to pick up, but he eventually did, sounding almost… worried.

"Alistair. The tech you were telling me about. I think it's time to test them out. Now…" Norman said. There was a long pause of hesitation, but Alistair gave the okay, and then hung up the phone. Norman hoped that he would be busy working on the final preparations for the prototype machines, but then again… Norman had hoped for a lot for things.

* * *

"I know, I know." Peter said through the communications device. Harry replied before Pete could even finish his though.

_~No, you don't know. Gwen needs someone who can be there for her all the time. Both me and her are always wondering where you run off to. She was crying last week in my arms! Pete, you need to get your act together before you lose her.~_

"I know… Thanks Harry. Look, I'll try to patch things up with her tonight, okay? I gotta go. Bye." Peter clicked off the call and landed his backflip on the rooftop of a building beside the edge of the city. He looked out, spotting the statue of liberty and her burning lantern. He thought back to memories of Uncle Ben, at least those could cheer him up for the time being.

_Being a teenager and a Super Hero is so hard. Why can't I just have enough time to spend with my friends and family, and also have enough time to stop all these crazy wackos from hurting innocent people? _Suddenly, as if summoned on cue, there was a terrified scream coming from not too far way.

_Speak of the devils._ Peter thought. He shot a web out after sliding down the side of the building for a few seconds and saw that there was a carnival a few short swings away. Which was strange because the carnival was almost never around at this time of year. He saw people running out, and then his Spidey Sense tingled. After a small explosion and another scream, Spidey was already in front of the carnival, running inside.

"HELP MEE! OH NOOO!" screamed a woman. Spidey turned quickly and saw that there was a sickly looking clown running at her with an extremely large hammer. He raised it in the air, but after the hammer was stuck by Spidey's web, the clown fell back from misbalance.

"Whoa there, buttercup. I think you're at the wrong party." Spidey said. He hopped on the clowns head and then flipped off, landing a hard kick right at his face before landing in front of the girl.

"The crazy psychotic clowns anonymous club is in New Jersey. Here, let me show you the way. Come on, *kiss kiss kiss* come on boy." Spidey teased. The clown got up, not showing any expression besides the painted smile on his face.

"Oooh, come on. Why so serious? Wait… can I get sued for saying that?" Before Spidey knew it, the clown split into two. And then those two split into four. They inched closer and closer to him, their faces growing more and more ferocious.

"N-n-now, now fellas. There's no need to get hostile- BAM, BAM!" Spidey shouted as he launched a face full of webbing into all of their faces. The arched back, trying to pull the webbing off. None of them were fast enough as Spidey knocked them all out with a few quick combos of punches and kicks. Once the clowns were on the floor, a loud, echoing laugh came from all around the carnival. After that, the environment changed from a happy place with rides to a horrific scenery with death traps at every corner.

**"BUAHAHAHAHAAA… Welcome to the Mad House… Spider-Man. You're going to pay for what you've done to me. I SWEAR YOU WILL PAY!"** The voice shouted. Spider-Man looked around, not sure what to make of everything that was going on. The "attractions" around him spun around and shifted into many different things, and then that's when one of them stopped and the doors opened.

"Well, one way in and looks like there's no way out. Guess I'll play your little game, Mysterio." Spider-Man said. He made his way into the large tent and was immediately greeted by an image of himself. Only he looked completely distorted. He looked around the room, and saw that every dingle mirror was a fun house mirror, some making him look impossible tall and slender while some made him look unreasonably large and disproportionate. One even made him look like a tiny pig for some reason, with the snout, ear, and everything else.

**"You live your life every day, saving the pathetic, treacherous people of this disgusting city! I was like you once. I was the one these people looked up to! Stages were sold out to see ME PREFORM! BUT THEN YOU CAME ALONG AND NOW ALL THAT'S ON BROADWAY AND TELEVISION IS THE OH SO AMAZING WEB HEAD! Well… let's see just how amazing you are."** The voice echoed through the room.

_This isn't exactly what I would call a super evil plot to destroy me. Unless he's trying to make me feel insecure about my body. Then… that's sort of failing too. Uggh… Forget this. I'm out of here._ Pete thought to himself. He turned to walk out the door, but it was replace by a rather large mirror with an image of him that towered above all the others.

"Whoa! I gotta stop doing Gwen's Monday morning stretches or I'll end up looking like this fool. Oh wait…" Suddenly, the image started moving in completely different ways than Peter was. It walked out of the mirror, along with three of the other mirror images, and immediately started to attack Spidey.

"AAHH! Wait, wait, wait, wait, wait. I-i-I'm one of you! AH!" Spidey zipped out of the way and watched them all run into each other. Just then, he felt something latch onto his leg. When he looked down… it was webbing.

_Oh great…_ "AAAAAAHH!" One of the mirror images slammed Spidey into the ground, back and forth and back and forth. Then the image made a mistake, and threw Spider-Man into one of the mirrors. The glass shattered and crumbled to the ground, along with the image it produced. It was obvious what he had to do now.

"Oh man this is gonna mean so many years of bad luck." Peter said. He zipped to the middle of the room, then shot a strong web onto every mirror in the room, then connected the web to where he was standing.

"Not to be rude but…" Spidey zipped to the ceiling and then dashed right for the center connecting web.

"There can only be ONE Spider-Man!" He shouted. Once he cannon balled onto the webbing, it pulled the mirrors down hard, shattering them all simultaneously. The room lit up a bit more and then the door in which he came through had appeared once again. That's when he saw Araña standing there with her arms at her waist.

"Hey, Araña! Finally, a friendly face." Spidey said. Her foot was tapping and her had a look on her face that made Spidey think of anything but friendliness.

"Only one Spider-Man, huh?" she said.

"What? Oh, come on you know I didn't mean it like that." He said. Araña nodded and then turned to walk away. The outside hadn't changed much. But now there was another site open. This one was a bit smaller than the last, but looked all the more creepy.

"Well, wanna see what's in this one?" Spidey asked. Araña shook her head and held her hand out, gesturing for him to go on his own.

"I'm fine. If I recall, this entire plot was meant to get revenge on you. And like you said, there can only be one Spider-Man." Araña said with a grin. Spidey glared at her, not diverting his eyes until he was inside of the small building. The door closed behind him, and then the voice came back again.

**"It seems as though you have bested my first challenge. Not to worry, I have plenty more…"**

"And just how much more is plenty?" Spidey asked as he walked forward.

**"About 87."**

"WHAT!?" Suddenly, the entire room started to turn, circling entirely and not stopping. The only part of the room that stayed stationary was the other side where a vent-like opening waited for him.

"Ha, this is no problem. Did you forget one of the reasons I'm called Spider-Man? Helloooooo? I can stick to walls genius!" Spidey jumped and zipped to one of the walls. He crawled and crawled, but the ending seemed to just get further and further away.

**"Let me give you a bit of a history lesson, Spider-Man. There once was a great special effects man who everyone knew and loved. He worked on A-list movies, worked with star animations, and even amazing Broadway shows to make them look all the more realistic. But then, along came a little Spider… and it seemed as though his effects were yesterday's news! No one cared about special effects anymore, no one cared about illusions! All they cared about was YOU! ONLY YOU! But that ends today, Spider-Man. I will… have my revenge."**

"Look Fishbowl head. I don't have time for all this nonsense. You want me to apologize for being a better act than you?" Spidey said as he crawled a bit faster. He shot his webbing onto the left and right walls and was suspended in the middle of the spinning room. He had to think of something. But then he realized that the walls were actually moving towards the exit while the one he had been on was moving away from it., so all this crawling was getting him nowhere What he had to do… was stay still.

**"Even if you get through here, you will never get through the rest! I've spent months thinking of a way to destroy you! I will become the prize that everyone seeks once again!"** Mysterio shouted. Spidey sighed and rolled his eyes. After a few seconds he reached the vent and crawled through. He found himself outside and Araña was right where he was.

"Jeez, what took you so long?" she said, tossing a small metallic spider up and down. Spidey grunted and patted off his tights.

"I'm sorry, but unlike you, I actually have someone TRYING TO KILL ME!" Spidey shouted. Araña laughed and then pointed to a tall structure not too far from them. From the top window, flashing lights could be seen, and Peter already knew that that was where Mysterio had to be. That's when Araña brought her hand back and then gave the tiny spider a hard chuck to the tower.

"With my scanner, I can see what's inside the building. Just one… sec. There! Alright, it looked like Mysterio is in there. I can tell by the fishbowl. Better get up there before he decides to put you through some more trials." Araña said. She clicked her visor and smiled at Spidey, who was smiling under his mask.

"Wow, that's pretty useful. Thanks…" Spidey said. He shot a web out to one of the cranes above. Before swinging he turned to Araña.

"You know, maybe working together isn't as bad as I made it out to be. We should do this more often." Spider-Man said. Araña nodded with a joyful smile and then waved her hand goodbye before shooting her own grapple to a different crane and swinging away.

"Alright, Mysterio. Time to take you out." Spidey said. He swung to where Araña's scanner was and poked his head into the window. When he did, a puff of gas shot into his face, and he suddenly felt himself falling from 400 stories, and his web shooters weren't working.

**"Haha, did you really think you could find me that easily Spider-Man? Oh, no no no no no. This plan is absolutely fool proof."**

"What… where am I? This can't be real. But it feels… so…"

**"Precisely. I have entered your mind, Spider-Man. Whatever I see, you see. Whatever I want you to do, you will do. There is no fighting it."**

"What… what are you saying?" There was a long moment of silence before Mysterio answered.

**"That you will die here… Spider-Man. You will die, and I… will rise." **Mysterio said. Suddenly, Peter landed, he was outside of his costume, and standing in front of him was a dark figure.

**"And what better to take your life… that your greatest guilt in the world. The thing you cherish most. This man…"** Mysterio said. The figure walked forward and revealed the face… of Uncle Ben. In his hands was a large and very sharp knife.

"No… No, this isn't right." Peter whispered. He fell to his knees with his fists balled up into a fist. Uncle Ben inches closer and closer to Peter, the knife inching towards his chest.

**"Goodbye, Spider-Man."**

_Wake up!_

**"It has been… a pleasure…"**

_Web-head, wake up! Come on Spidey! Don't lose yourself! Don't follow the dream!_

"Araña? That's right… this is just a dream! And I know for a fact, because Uncle Ben would never, EVER but me in harm's way. You forgot one thing in your little dream world Mysterio! The whole reason I became Spider-Man in the first place was because of this man right here. Uncle Ben was wise, kind, and… a father to me." Peter shouted. His Spider-Man suit formed right back onto his body and instead of holding a knife to Peter's chest, Uncle Ben now held out a kind and helpful hand. Peter grabbed it and stood up, his Uncle close behind him.

"We are who we choose to be. With great power comes great responsibility. Choose the path that your heart leads you towards. All of these words are from the people that I cherish; the people that made me who I am today. All of the people I love, all of the people I cherish. AND I WILL NEVER LET ANYONE TAKE THAT AWAY FROM ME!" Peter shouted. A flash of everyone he cared about came and went, and then the dream world around him shattered like glass. When his eyes opened, he found Araña standing above him.

"Oh, thank god you're okay. What the heck happened?" Araña asked nervously. She looked around at the empty room and Spidey wasn't sure what to explain what was going on.

"Where-where's Mysterio!? Where's the giant carnival!? What happened!" Spidey shouted. He jumped up but felt his body ache. Mysterio was nowhere to be seen…

_Another bad guy escaped. Uugghh… at least he only cares about taking me out, and not taking over the world or something like that._ Peter thought to himself. Araña helped him walked and started explaining to him what she say. As soon as Spidey walked into the building, he collapsed. She had been trying to wake him up for three whole hours before he even responded to her voice. His heart was racing, he was screaming and tossing.

"That bad, huh…?" Spidey asked as he rested his head on Araña's lap. She nodded and watched as his head turned slowly to the side and he fell asleep.

"Well… I'm glad you're okay…" she whispered. She brought her fingers underneath his chin and felt the flap of his mask. Half of her wanted to lift the mask and find out who her hero was. And she almost did… but she couldn't bring herself to do it. She had no idea what would happen, why he wore the mask, and knew that it had to be for a good reason. If he stopped trusting her for any reason… she would have no one else to turn to. Instead, she left him laying down on her as she gently brushed her fingers along his masked face, wishing for nothing more than to stay right here for the rest of her days.


	12. A Day In The Life

**_Author's Note: HIYA GUYS! I'm back from Comic Con and i have to say WOW it was amazing. Again, sorry for the long update times but i had so much school work along with everything else i am trying to fit onto my schedule. nonetheless, here is another chapter for Spidey! This chapter is a lot more focused on the reason i love Spider-Man so much, because of his human side. The problems of your average ordinary everyday teenager are just as important as his problems as the spectacular, the amazing, the unstoppable Spider-Man. Hope you guys enjoy this chapter, because it's just the start of another huge twist situation. P.S. I MET STAN LEE! TOOK A PIC WITH HIM! HE'S AMAZING!_**

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**Chapter 12: A Day In The Life**

Peter walked nervously down the street leading to Gwen's house. In actuality, he hadn't really held a conversation with her for about a week with all of the hero stuff going on. He knew that she caught some negative feelings about him not really being around. Even Harry could see that something was wrong with her.

_Alright, Pete. Today you won't be doing any hero stuff at all. Today is all about Gwen. If anything goes down, Anya and everyone else will have to take care of it_ Peter thought to himself. Of course, he still felt that if he saw something happening, he would simply have to intervene, so the best he could do was hope everything went according to plan.

Peter knocked on Gwen's door and stuffed his hands in his grey hoodie's pocket. After about two minutes of waiting, the front door opened and standing there was the old janitor that worked in her building. He had balding grey hair, large, old-style glasses, and a simple white mustache.

"Hey, how's it going, Stan?" Peter asked as he shuffled his way through the door. Stan nodded with a smile.

"It's going. Let me guess, you're here to see the beautiful blonde, Gwen Stacy. Am I right?" Stan asked. Peter nodded before Stan put a comforting hand on his shoulder.

"Word of advice from the one above all. A hero is not someone who can save the world a million times or take down any threat he faces. A real hero is one who keeps the one's he loves in his heart at all times, and tried his hardest to make a difference in the world. 'nough said." Stan patted Peter on the back and then made his way out of the building. Just then, Gwen opened her door and stopped just in front of Peter with her hands clasped together in front of her.

"Um… hey." Peter said quietly.

"Hey, Pete. So… where were we going again?" Gwen asked. Peter brought his hand to the back of his head and smiled.

"Well, I have the entire day planned out so we can have a bunch of fun! A movie, the carnival, and then dinner! What could be better!?" Peter shouted. Gwen gave him a half-hearted smile and then walked with him outside. He tapped his hand onto his back pockets and made sure that his tiny journal and wallet were there and then grabbed Gwen's hand.

"So, I hear there's a Spider-Girl in the streets now. How did that happen?" Gwen asked. Peter shrugged his shoulders.

"I honestly have no idea. I would say a radioactive spider bite, but those things aren't exactly roaming in people living rooms." Peter said. Gwen giggled and then looked up at the advertisement with Spider-Man swinging across the city. Peter had really made a name for himself even though he just started with the whole hero thing. She was proud of him…

The movie theatre wasn't too far from Gwen's place, so they got there relatively quick. Peter had it all planned out. He knew that Gwen had always wanted to see the hot new romance coming out called Midnight Serenade. Peter walked up to the stand.

"Two for Midnight Serenade, please."

"Sorry kid, all sold out."

"WHAAAAT!?" Peter shouted. He jumped back and looked up at the rest of the movies showing and knew that there would be nothing else that she would like. Everything else was action and comedy, but no romance.

"Damn it. Come on man, you've gotta give me something. My girlfriend has been looking forward for a romance movie for a while. I need this! Help me out!" Peter pleaded. The ticket man thought for a moment and then his eyes widened.

"Well, we do have a new movie that came out. A less known company made it, but all the reviews are so good. I'm sure your babe will love it! It's called Shama-lama. That'll be 16.79." he said. Peter smiled and gave the man his money.

"Alrighty, let's go on in." Peter said with a smile. Gwen nodded and then walked inside of the theatre with him. It took a bit long to find the actual room where the movie was held, and when they did, it's wasn't particularly crowded at all. In fact, there were only four other people in there that all seemed to be together.

Peter and Gwen sat down and waited for the movie to start. All of the previews were good, but long, so there was time to talk.

"So, how's it going?" Peter asked. Gwen shrugged her shoulders and leaned back on her chair.

"Everything's going great. A bit bummed that summer is going to end soon, and I really need to get a job before college starts up. What about you?" Gwen asked. Peter shook his head and sighed.

"Well, you know how it all. Bumps and bruises everywhere, and I got the life scared out of me the other day fighting fish bowl head. But other than that, I guess everything's good. I just wish we actually would have been able to internship at Oscorp. Ever since the attack, it's been mostly slow running with no need for any additional help." Peter said. Gwen nodded and then the room got darker.

_Alright, nice romantic movie, dark room, romantic. Romantic. You've got this peter, you've got… wait…. What is this?_

The screen clicked on and immediately foreign music started playing and the scene of a field full of llamas played. They were all frolicking with other llamas, but there was one who was all alone. His name was… Shama.

"Oh god, please don't tell me this movie is about Llamas!" Peter shouted. After an hour of horrid music and even worse scenes of llama love, Peter and Gwen had no choice but to leave for fear of vomiting and dying from extreme brain damage. It was darker outside, but it was still early.

"Sorry about that… I had no idea." Peter said. Gwen shrugged her shoulders and then followed Peter as he walked. Then he heard her stomach growl, and a bulb sparked in his head.

"Say, why don't we have dinner early?" Peter offered. He looked over and saw that Joe's Pizza Palace was right across the street and smiled. He remembered going there all the time with Aunt May and Uncle Ben. They had the greatest pizza in all of New York. And Gwen LOVED pizza. It was the perfect place to go.

"Come on. Let's eat there." Peter said. Gwen grabbed his hand and they ran across the street into the restaurant. It wasn't crowded, but there was still enough room for them to grab a seat. The lights were dimmed, and the music was low as well. It really brought a romantic mood to the evening. Peter saw a smile creep across Gwen's face.

_Yes, success!_ He thought to himself. They sat down and ordered their food and drinks as soon as possible. Now there was more time to talk, so things were starting to look up.

"Is everything alright Peter?" Gwen asked. Peter looked up at her confused and then nodded his head.

"Yeah, everything's fine. Why do you ask?"

"It's just that… you know the whole hero thing. I'm sure it can be tiresome. I just want to make sure you're not killing yourself over it all." Gwen said. She took Peter's hand and his heart skipped a beat. It was nice having her hold him, but he knew what he was doing.

"I can handle myself Gwen. I do this almost every day. I haven't had a real challenge yet." Peter said in a cocky tone. Gwen sighed.

"Everyone needs help sometimes Pete… Even you. Even Spider-Man." Gwen said. Peter nodded. They both remained silent for a long while until the pizza came. Half was chicken and bacon, the other half was pineapple. They hadn't exchanged a lot of words during the dinner, and when they did, it wasn't much to mention.

"You know I can take care of myself Gwen. I don't know why you worry so much." Peter said. Gwen glared over to him.

"I'm serious. I've seen so much already, I doubt I could lose to anyone."

"Is that so?"

"It is so! I'm stronger than I look Gwen, I'm faster, smarter, and stronger than the ones who try to hurt the innocent." Peter said.

"And I'm not saying you're not. All I'm saying is that you don't have to go at this all by yourself. And you don't have to do it ALL the time. There are other heroes."

"Yeah, but none like Spider-Man. Iron Man and Captain America won't save the teenage girl from being taken in an alleyway in time square. Hulk isn't gonna save a little girl from a crumbling building. It's up to Spidey to do the things that other heroes don't bother to search for. Even if something simply, he HAS to be there, Gwen. Don't you see?" Peter exclaimed. Gwen groaned.

"Okay Peter. Whatever you say. Whatever makes you happy..." Gwen said.

_Man, I thought today was gonna be great. This is turning out to be horrible. I think she's mad at me…_ Peter thought. He sighed and finished his pizza. Once they were out of the restaurant, it started to rain. Peter didn't bring an umbrella, but luckily Gwen was prepared. Before he could even speak, Gwen pulled him close underneath the umbrella and started walking with him.

"Oh. Um… thanks." He said. She didn't say anything, just continues walking at her wn pace.

"So um… I guess we're off to the carnival now?" Peter said, trying his best to smile. It wasn't working.

"Just… just take me home Peter…" Gwen whispered. Peter nodded, his heart and throat already feeling as though the hulk had smashed them. The entire walk was filled with silence, and Peter stood at the bottom of the steps as Gwen slowly walked up them. She turned just before going inside and looked at Peter.

"Goodnight…" she said. Before Peter could say anything, she closed the door. It started raining harder than before, and he only had on his light hoodie. It wasn't nearly enough to shield him from the rain, so he ended up running home.

_Just my luck. My only day taking off of the whole super hero gig and I get in a fight with my girlfriend. Way to go Peter, you blew it again. Ugh… whatever. Time to get out of here and start swinging. Screw walking._ Peter thought to himself. He marched angrily into a nearby alleyway and quickly changed into his costume. He zipped into the air and sped through the city. He had no idea where he was going to go, but he didn't want to go home just yet. That would mean staying in his room alone and having sad thoughts creep into his head. And he didn't need that right now. After all… his Spider-Sense was tingling.

* * *

Gwen locked the door behind her and when she turned into her kitchen, she saw her mother sitting at the table with Harry.

"Whoa, Harry. What are you doing here?" She asked.

"Oh, hey honey. This nice boy came by earlier looking for you. He said you guys were good friends." Gwen's mother said. She nodded and then hung up her umbrella.

"Hey Gwen." Harry said. He stood up and rolled his sleeves up to his elbows.

"Hey Harry. Um, come on over here. My room is just down the hall." Gwen said. She lead Harry to her room and closed to door. She was surprised to see Harry here, but after fighting with Peter and having a not so good day, she couldn't really express her shock.

"So. I came here for some reason, I have no idea why, but I just had to come." Harry said. Gwen was busy unzipping her bag and pulling out her journal to write in. After all, there were so many emotions running through her head right now.

"Well that's cool. You know you can stop by anytime. You've been around for so long, helped out so much and-"

"Gwen…" Harry interrupted.

"Yeah?"

"I… I have no idea how to really tell you this. And I know it's probably wrong and sick and stupid but I just have to get it off my chest. You'll probably think I'm crazy and… hell I think I'm crazy right now too, but-"

"Haha, Harry, just tell me what you want to tell me." Gwen said. There was a long moment of silence until Harry finally walked over to her. She looked up at him and could see the nervous look on his face. And then…

"Gwen. I love you..."


	13. Remember Me

**_Author's Note: HOLA TRUE BELIEVER AND NEW COMERS ALIKE! Sorry i haven't updated this in a while, so much college work and i just started a Teen Titans fan fic as well which i HIGHLY recommend you check out. If you want to. :P Anyway, let's chat. In the review section, why don't you guys tell me what it is you like about our friendly neighborhood Spider-Man. what do you think is his best trait that puts him apart from all the other heroes? for me, it's how he's just as much a teenage human school boy as he is a hero. Also, leave me any questions about anything and i'll answer them all! Enjoy guys, EXCELSIOR!_  
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**Chapter 13: Remember Me**

"I understand, but he's become a danger to himself and those around him. We need to isolate the situation before it gets out of hand." Fury said through him communication as he watched the feed on his monitor. It was hard to see exactly what was going on, but it was clear that the three clawed menace was causing an immense amount of destruction… and needed to be stopped.

The claws ripped through everything they touched. Flesh, bone, metal, concrete, brick, you name it, it was gone. Nick Fury sighed and hung up the phone, burying his face in his hands. He heard the footsteps behind him and turned to see a shocking surprise.

"I hear you've got a rodent problem." Came the all too familiar voice. Fury stood up from his seat and held out his hand.

"Hawkeye. Well, this is a surprise. You back from whatever hell hole you fell in?" Fury asked. Hawkeye nodded, shaking Fury's hand firmly. He glanced at the video feed and smiled.

"Looks like I came back just in time. You've got a bunch of little freak shows running around this city, huh? What's this I hear about a Spider-Man? He a new recruit?" Hawkeye asked. Fury shook his head with a grunt.

"No he is not. He's a kid, a grunt, a little girl in a world of men. I've got my eye on him as well. But… you CAN do me a favor." Fury said. Hawkeye raised a brow, but already knew what Fury was suggesting… and he was in.

* * *

_"And in other news, we've got reports about John Jamison finally coming back to earth with an AMAZING find. What did our fellow New York citizen find up there in the stars? Find out next week and 7 pm at the open landing site!"_

"You know, I've been to the moon twice and found absolutely nothing of interest up there." Tony Stark said as he took another sip of his drink. Spider-Man was hanging upside down from his web munching on a bag of chips.

"Really? I thought there would be a bunch of interesting space rocks and moon stones. Maybe some minerals to help power the world or something like that." He said.

"Oh. Well… there were some of those. But other than that, it was completely boring." Tony said. Spidey flipped and landed on the couch with his legs already relaxing on the coffee table in front of them.

"So… what's with the mask, kid? We're both heroes, we're both hot shots. Why you still hiding from the world? You see any of the Avengers wearing masks? NO! Why? Because we're freaking sexy space rock-stars." Spidey hesitated for a moment and then sat up.

"I wear the mask… because… I have bad acne?" Tony stared at Spidey and for the longest time none of them said anything. Just then, Peter's phone alarm rumbled, indicating that it was about that time to head on home so that Aunt May wouldn't be too worried about him.

"Alrighty well, that's my cue. I've gotta head home before it gets too dark." Spider-Man said. Tony paused for a moment and then busted out laughing.

"Hahaaaa, what? You have a curfew? Ha, come on web-head, heroes should be able to do whatever they want!" Tony teased. Just then, Jarvis came on the speakers.

_::Sir, Ms. Pots would like me to inform you that it is almost past your bed time. Please report to your bed room chambers immediately before… and I quote… "I kick your playboy bunny ass."::_ Jarvis clicked off, and Tony had an astonished look on his face. Underneath the mask, Peter's jaw was dropped to his knees.

"Iron Man has a bed time!? AAAHHHHAHAHAHAAAA, That's GOLDEN!"

* * *

It was raining hard on the border of Canada. The man stood with blood stained clothing with a number of tears through them. He didn't care, and he didn't care that there was blood all over his hands either. It couldn't have been his though… and it wasn't his. It was the blood of the huge group of armed men that had ambushed him about an hour ago. And the rain couldn't wash away everything.

_"Why is the moon so lonely…"_ he heard the voice whisper in his head. He had no idea where it came from or why it was there, but he felt so familiar with it. He felt so drawn to it. It spoke to his heart, something he never knew he had until just a few months ago when he first heard her enchanting song… enchanting voice.

"Who are you…?" Logan whispered. His face was full of rough hair, and scars from his past. His hair almost curved at some points, but you couldn't really tell by just how bedraggled it was. His muscles were defines, his eyes pierced into your soul, and the three shining silver claws sprouting from his hands were just about all he was known for. That… and his inability to die like a normal man. No matter what he tried…

**{Logan, please come back to us. The damage done to your brain cannot be analyzed with your healing factor, but I CAN try to find out where these thoughts are coming from. Logan. Logan, answer me!}**

"Get. Out. Of. My. Head." Logan said. He tried blocking out all of his thoughts, closing the gates of his mind so that maybe Xavier wouldn't be able to read him. But he wasn't as good as the mind stuff as Scott and Storm were. Logan was an open book of rage, misery, and confusion. One would think this made it easier for a telepath to enter his mind, but all of the pain and suffering made it harder for one to stay in.

"I don't need your mind tricks… I just need to find out what happened…" Logan whispered to himself. He heard a ruffle in the woods, and in an instant he was back to running through the forest, crossing the borders between Canada and America. He found himself on the highway and lucky enough found a truck that would pick him up. Although the driver was probably going to find that his luck has run out...

* * *

_::Hi, this is Gwen. I can't get to the phone right now but leave your name and number and I'll get back to you as soon as possible thanks::_

"Hey Gwen, it's Peter. I haven't talked to you since yesterday. I… I just wanted to make sure you were alright. I know that our date was supposed to be fine and dandy but… well… I guess things just got out of hand." Peter said. He rolled over on his bed and faced the wall.

"I've been thinking a lot about what you said about how Spider-Man needs help too sometimes. And I think you're right. So… I'm gonna try and calm down with the hero stuff and maybe spend a little more time as… well… Peter Parker. Please, call me back." Peter hung up and let out a long sigh.

_I don't get it. I'm about to start college, I've got a beautiful, funny, and understanding and smart girlfriend. I've got a good friend and family. And I'm freakin Spider-Man for god's sake! So why in Thor's name is everything turning out so bad!_ Peter shouted in his head. Just then, he heard a thump from downstairs and immediately dashed out the door.

"Aunt May! Aunt May, are you okay!?" Peter shouted. There was no answer. He flipped over the wooden railing and spotted her getting up from the ground.

"Aunt May, what happened?" Peter said as he rushed to her aid.

"Oh, oh Peter I'm find. There's no need to fret. I just tripped is all. But thank you for checking up on me." Aunt May said. Nonetheless, Peter helped her over to the couch and insisted that she rest for a bit. Peter took another look at his aunt… she looked pale.

_She always tells me that she's doing fine, but I know she's stressed out. Looking after me while trying to keep this roof over our heads. Maybe Gwen… no… Gwen was definitely right… about everything. And it looks like Spidey isn't the only one who needs help. So does Peter Parker_ Peter thought to himself. He went upstairs and tried Gwen one more time. And then another time. And then finally once more until she actually picked up.

_"Peter?"_

"Gwen! Hey! You finally picked up. Sorry about all the calls. Look, I wanna see you. Think you can meet me at the library in about an hour or so?" Peter asked. There was a long moment of hesitation.

_"Sure… I'll see you in a bit."_ She said. Peter smiled threw on some shoes. Instead of taking his usual 'suit up and swing' route, he decided to jump hop on his handy old bike and travel there, not as Spidey… but as regular Peter Parker. He vowed that he would make things better, no matter what it took.

* * *

S.H.I.E.L.D was kind enough to grant Hawkeye a chopper and a pilot for this expedition of his. This Wolverine character was somewhat of a unique case. The information inside of his filed was either classified or completely erased from history, so there really wasn't much to go on. Fury identified him as someone who could not be detained or reasoned with, but couldn't be harmed or killed either… at least by any normal means.

"How do you kill wound something that can't die? There's gotta be something that can slow him down." Hawkeye said out loud as he twirled an arrow in between his fingers. The chopper was flying right over the truck that was believe to harbor Wolverine, so there was a civilian on board for the ride. That wasn't good.

"Well. Looks like I'm gonna have to get in close to take him down. Pilot! When I get off, you keep on flying. Make sure he has no way of leaving this area!" Hawkeye shouted. He grabbed the grapple that was at his side and locked it into place at the handle of the chopper. Then, without a moment of hesitation, he jumped out of the chopper and took aim with his long-bow.

Everything around him seemed to move a tad bit slower, and he spotted the mutant in the passenger seat. He was looking right at him… and before Hawkeye could even release the string of his bow, Logan kicked himself out of the truck and went rolling down the hills beside the highway.

"God damn it!" Hawkeye shouted as he rolled into a run. He pulled back on his bow string and he jumped down the hill as well and slid down the muddy pass. The arrow zipped right toward Logan, but he swiped it into nothingness with his claws. Another arrow was released, this time going right into Logan's leg.

"GAH!"He shouted in pain, but he kept running at the same speed. He dodged and flipped around trees, trying to get out of Hawkeye's sight.

"Oh no you don't." Hawkeye said. He pulled out a different type of arrow, one that had a ball as a tip instead of an arrowhead. He pulled it back on the string and let it loose faster than a blink of the eye. The arrow sped towards Logan and then burst into three spinning balls attached by a hardened rope. It wrapped around Logan's leg and forced him to the ground. Before he could cut loose from it, Hawkeye shot a flash bang right in front of him and then a concussion and sonic blast right after that.

"Hmph, you weren't as deadly as Fury said." Hawkeye said. He walked up to the motionless target and pulled out a pair of cuffs. He got one around Logan's wrist, but just as he was placing the second one, the beast began to rage.

"GET OFF OF ME!" Logan shouted. He turned around with his claws right at Hawkeye's throat. He stopped in his place, but didn't put his hands up in surrender. Instead, he grinned cockily and then dashed forward, underneath Wolverine's arm and launched a blade into his side. Logan grumbled, but continued swiping his claws at where he saw the blur of Hawkeye. His eyes may have been blaster with the flash, but his sense of smell was working just fine… and that was all he needed.

Logan jumped up and was about to shove his slaws right into Hawkeye's spine, but then a large crash of thunder came and launched him away. His clothes were completely gone, as well as some of his flesh, but that part was slowly generating back. He looked up as the mighty Thor slowly came down in front of his, his Hammer pointed directly at the wounded Wolverine.

"Gimme a second bub. You torched my leg muscles. I'll be glad to cut that pretty face of your right off…" Logan said as he let his body heal his wounds. Thor brought Mjolnir up and then swung it across Logan's face. Even if he couldn't die, he could still be knocked unconscious.

"Hey, thanks princess. You came just in time." Hawkeye said. He finished clipping the cuffs on Logan and Thor picked him up.

"Your air support seems to have vanished. Would you like me to carry you back to the helicarrier?" Thor asked. Hawkeye shook his hands out in front of him.

"No thanks, you just take care of that cargo. Fury wants to get some information out of him."

"Since when did that man sent assassins to do a simple capture. Were you planning on killing him?" Thor asked. Hawkeye pulled out an arrow and sneered at the god.

"Even if I wanted to, the guy can't die. He has some sort of healing factor, and not to mention those god awful claws of his. Anyway, you better get him outa here before he wakes up and kicks your pretty ass." Hawkeye teased. Thor grunted and took off in the air with a flash and crash of lightning. Hawkeye watched, gripping the arrow tighter in his hands.

* * *

Peter had been waiting for half an hour before Gwen finally arrived at the library. Peter got up and greeted her with a smile.

"Hey, it's good to see you." Peter said. Gwen smiled and hugged him before sitting down. She was wearing a pink and white striped hoody over a tight blue shirt and jeans. She was as beautiful as ever.

"Hey, I'm sorry about last night…" Gwen said as she took Peter's hand. He was taken aback for a moment, not really sure WHY she was apologizing. He shook his head.

"You have nothing to apologize for. I was the one who wasn't taking your feelings into consideration. But I promise that from now on I'm gonna spend more time with you and Aunt May." Peter said. Gwen blushed and smiled back at Peter. She moved closer to him and kissed his on the cheek.

"Thank Peter. I really appreciate it. And I'm sorry for flipping out so much last night. I just worry about you so much." Gwen said. Peter nodded and then put his arm around her, but not before he felt a surge go through his head.

"Whoa… what the heck was that?" he said aloud. Gwen looked up at him, confused.

"What's wrong, Pete?" she asked. Peter's eyes widened and immediately he grabbed Gwen and jumped at the same time as a large bus came rolling into the library, crushing everything in it's path. He looked back to the giant hole in the wall that the parts of the bus came crashing through and standing there was large mechanical spider-type robot. But it looked much more like an angry, eight armed alien than a spider. It scanned the room and then stopped at Peter.

_**::Cross-Species Detected. Directive… Exterminate::**_

"Well that doesn't sound too good." Peter said. That's when two more came speeding towards him.


	14. Remember This!

_**Author's Note: Hey guys! Sorry if it's been a while, been busy. Anyway, this chapter has a lot more character in it :) so i hope you guys enjoy it. Unfortunately due to confusion and the timeline of how I want this to go... i'm going to have to postpone a villain i really wanted to put in until the 2nd book (which is not far off guys.) So, without further ado. Chapter 14! EXCELSIOR!**_

* * *

**Chapter 14: Remember This!**

_**::Cross-Species Detected. Directive… Exterminate::**_

"Well that doesn't sound too good." Peter said. At the three machines all locked onto him, he started to run. It was clear that they were only after him, so he had to get them away from civilians. He jumped behind the nearby bookcases and immediately ripped his clothes off and pulled his mask on. The bookshelf fell with the barrage of what Spidey assumed to by plasma fire from the way that the wood melted behind him.

"That doesn't look good for my skin. Probably should avoid that." Spidey said before zipping out of cover. The three robots were in the center of the library and immediately turned in synchronization toward him.

_Hmm, that impressive. But they don't seem to be finished yet. Not polished, not designed for all terrain. If they wanna catch me, they're gotta do better than…. THAT!?_

Peter's thoughts were interrupted once three Gatling Guns sprouted from each of them. They let loose an immense amount of gunfire, shattering the walls Spidey had been on. They had an arsenal, but they were way too robotic to stop Spider-Man. He dashed behind one of them, hopped on its head, and the two other robots aimed right at him.

"That's right, come and get me." He said. they fired right after he zipped out of the way and instantly hit one another instead. The bullets seemed to just ping off the metal, but it did scramble their scanners. Spidey zipped to the rooftop and watched them as they searched for him.

"Where there's a will…" Spidey said before shooting a load of webbing into all three of the robot's cannons. Their scanners documented the fluid as a cross species and charged their plasma weapons. Spidey just continued to unleashed his webbing at them, clogging up any dangerous holes he could find. All of their weapons were clogged up. 3…2…1…

**::Error. Weapons system jammed::** The plasma cannons went off and would've melted the webbing away if Spidey hadn't kept on holding down his shooters. Once he was out of webbing, and once the plasma guns fired, the entire robot simply exploded.

Spidey jumped down from the ceiling and examined the chunks of debris left over from his robotic attackers. They looked like a pretty crappy design, but effective. Most of the metal had melted away or was too badly damaged to get anything out of. But then Spidey got lucky with an engraving.

"Ah, why evil criminal masterminds decide to engrave their weapons of mass nothingness with their names I have no idea. Wait a second…" Spidey brought the piece of metal to his face and squinted his eyes to try and get a better look from the black ash. The logo said Oscorp.

"What the hell? Why is Oscorp designing robots to… kill me?" Spidey asked himself. Immediately his thoughts went to Harry. What if they tried to hurt him, or what if he had something to do with it? No… no he couldn't have. But that thought escaped him, not he was just worried about getting back to Gwen and making sure she was alright.

* * *

**+S.H.I.E.L.D Helicarrier+**

"Any idea who he is?" Hawkeye asked Director Fury. He sighed and brought up a hologram computer. He opened the file labeled _Wolverine_ and instantly a line a violence photos and footage moved across the screen. This guy has been alive ever since old American wars. He's migrated from country to country, killing just about anyone who gets in his way. He had no regard for his own life or the life of others. Well… not exactly.

"Do I still need to answer your question?" Fury said with a raised brow. Hawkeye didn't answer, only watching the footage with a straight face. Then a familiar red, white, and blue came across the corner with a pissed off look on his face.

"So, Shield is torturing people now!? What the hell Fury?"

"Captain-"

"First you send Hawkeye, and assassins, to do what an arbiter should have done. I thought we were trying to make peace with people like us, not kick ass first and ask questions later!"

"Rogers-"

"All that blood, all that blood is on your hands-"

"that is not his blood, Rogers. That's the blood of men and women he has killed without any hesitation or remorse!" Fury shouted. He had slammed his fist on the railing in front of them, and Wolverine looked up at them with a scowl on his face. Captain America looked down at him and then walked away. Dr. Banner came around the corner with his research papers, but the Captain just ignored him.

"Whoa… what was that all about? And what's with the monkey in the cage down there?" Bruce asked. Fury and Hawkeye glared at him, and he raised his hands in surrender. Before any of them could react, an alarm began to sound all throughout the aircraft. Fury got onto his communicator.

"What the hell is going on out there!?" Fury shouted.

_"Sir, we've got a cloaked aircraft requesting permission to land. We denied them entry, but…_

* * *

**+Cloaked Aircraft+**

_"You are being tracked right now, if you do not leave this air space immediately, you will be shot down"_ came the voice from the comm unit. Flying the cloaked craft was a beast with blue fur all over his body. His eyes had a golden yellow hue to them, and even though he looked like a beast, his intellect was better than most men.

"They're not going to let me land." Beast called out to his crew. The man sitting beside him had a grin on his face. He looked down at the large base in the sky through his red visor and quickly unbuckled his seatbelt. His name was Scott Summer… also known as Cyclopes.

"Then we're just gonna have to invite ourselves in." Scott said. He walked down the hull, spotting the three others that were with him and Beast. There was Nightcrawler, the teleporting mutant with an impressive skill in stealth attacks for reasons that should be clear. Then there was Bobby, also known as Ice Man. He had the power to create, control, and literally shield himself in the strongest forms of ice. Lastly, and the main reason they were on this mission, was Rogue. She was no older than 19, and she was beautiful. She had dark brown hair with a white streak going through the front. She was a special case. Her ability was to take the powers of other mutants and use them as her own through the simple action of touching them. This was her gift… as well as her curse.

"We're at the point of no return. Be ready for anything, but most of all… be ready to get one hell of a lecture from the professor when we get back to school." Scott said. Rogue smiled, and they all got up from their seats.

"Let's do this…" Rogue said. The doors of the aircraft opened and Cyclopes Rogue, Ice Man, and Nightcrawler all linked hands. A second passed, and they vanished in a flash of blue smoke. Instantly they arrived on the S.H.I.E.L.D. Helicarrier, and Beast made sure to fly out in time. Cyclopes led the team inside, making sure to be careful to watch his corners.

"What the hell do these guys want with Logan anyway?" Bobby asked Cyclopes. A guard came out with his gun ready to fir, but Cyclopes was faster. He shot a fast red laser out of his visor and it knocked the guard far off of the base and sent him hurling towards the ground.

"Who knows. You know how he gets into trouble." Cyclopes said. Rogue and Nightcrawler followed close behind them, watching their backs. The doors were all sealed shut, but it was nothing for Cyclopes. He shot a constant stream at the doors side, forcing it to fall back. He glared at Nightcrawler, and he was immediately teleporting through the building, taking down any guard that got in his way and searching for where these people were keeping Logan.

He searched and searched and eventually came by the cell he was in. He looked up and saw the members of Shield staring at them. Then he saw a man dressed in red, white, and blue as well as a golden haired warrior carrying a large hammer. Before they could get to him, Nightcrawler teleported into the cell, unlocked Logan's chains, and brought him back out of the room. Fury fired through the glass and right at where they were, but all that was left was a puff of blue smoke.

"You're coming back with us, Logan. You've got some explaining to do!" Cyclopes shouted as Logan rubbed his wrists. He grunted and started to walk away.

"You're not the boss of me, bub. I don't answer to you. I don't answer to anyone else but me." Logan said. Rogue, Bobby, and Nightcrawler looked around, not sure what to do. More guards were bound to come soon.

"You do when you become a wanted criminal for murder! What the hell were you thinking!"

"I'm not part of your little boy band, kid! I'm my own man with my own reasons. MY OWN MISSION!" Logan said.

"DON'T WALK AWAY FROM ME!" Cyclopes shouted.

"Fuck off." Was Logan's reply. That's when he felt the heat blast through his body and force him across the room. Rogue ran forward, but Nightcrawler grabbed her and Bobby.

"You guys get out of here and lay low. I'll deal with all of this." Cyclopes said. Nightcrawler teleported Rogue and Bobby out of there before they could argue, and now it was just Logan and Scott. Logan stood up and his skin generated back onto his body. Scott calibrated his visor to let out more power.

"You're gonna regret that, bub. Let's see how good your eyes work when I cut them out of that pretty face of yours!" Logan shouted. He threw his arms out and allowed his claws to rip from his fists. Blood dripped across the Adamantium metal as he ran at Scott. Before he reached him, Cyclopes let out a strong blast that scrapped against Wolverine's claws. When he stopped, Wolverine's claws glowed red from the heat. He smiled.

"I'm gonna cut through you like but- OOF" suddenly, Thor's hammer sped across Wolverine's face, knocking him through three walls. Standing there was Thor, and beside him was Captain America and Hawkeye, both standing at the ready.

"We interrupting something, sunshine?" Hawkeye asked. Cyclopes ignored them and walked into the holes in the wall. Thor grabbed him by the shoulder and shook his head.

"This is not your fight, one eyed man." Thor said. Cyclopes knocked his hand away and grunted.

"He's part of our team, he's OUR responsibility. Let me handle this." Cyclopes said. That's when Director Nick Fury came around the corner, pistol in hand, and scowl on his face.

"Well you're not doing a very good job at keeping your dog on a leach. We found him bedraggled in the blood of other men and women. And you're saying it's your responsibility!" Fury shouted. They all kept going back and forth, each of them having their own argument. That's when Tony Stark came around the corner.

"Hey, what's up guys." He said as he walked in through the holes. He went right beside Wolverine, went into the fridge and pulled out a bottle of milk, then walked right back out.

"Have a good weekend guys." He said walking away. Be flipped open his phone a trailed down his contacts before he suddenly felt a giant headache. He turned and everyone else did as well. Everyone except for Nick Fury and Cyclopes. Then he heard the voice.

_"Stop this mindless fighting right now! Nicholas Fury, my name is Professor Charles Xavier. I had the headmaster of Xavier's Institute for Gifted Youngsters. Logan is under my protection. Please, if you allow me and audience with you and the Avengers, I will explain the situation and answer all of your questions. Now, if you'd please… land your home and invite me inside._ Xavier said. The headache in everyone had vanished and the argument had stopped. Fury glanced over to the now crouching Logan who seemed calm now and then to Cyclopes.

"You get one chance. Strap him up and make sure he doesn't lay a hand on any more people." Fury said. He holstered his pistol and made his way back to the command center to bring the Shield Helicarrier down.


	15. Spider Slayers

**_Author's Note: HEY GUYS! I'm so excited because i know wha's gonna happen in the next few chapters. Thank you all for your support and helping me with my little writers block issue. Fortunately, everything is going according to plan now. Hope you guys enjoy what's coming up next! I'm introducing a big conflict for this book... AND the next. Excelsior!_**

* * *

**Chapter 15: The Spider Slayers**

"So you think those things were sent after you? Specifically, you? But why?" Gwen asked. She was worried, which was a good sign since it showed she still cared for Peter. If he had any doubts before, they were gone now.

"I don't know. But from fighting them, it seemed like they were just prototypes. And that means…"

"That this was all just a test for the final product… Peter… I… I think that maybe you should just lay low for a little while." Gwen said.

_Lay low. I wish. I really wish that I could, Gwen. But first I need to investigate Oscorp. If they're creating weapons like this… then Mr. Osborn might be in trouble, or worse… might be in on it._ Peter thought to himself.

"Alright. I'll cool off on the hero job for a bit." Peter said. he grabbed his bag and made his way to the window.

"I've got to go get some eggs for Aunt May. I'll catch you later, okay?" Peter said. Gwen nodded and then went back to working on her entrance exam/project. With college such a short while away, everyone was under stress… even Spider-Man.

As Spidey swung through the city, his communicator picked up some police radio chatter.

_::Car 117 to HQ! We've got a giant Lizard right in the middle of 44__th__! Get some units down here!::_

"Guess Oscorp will have to wait!" Spidey said. He zipped toward the rooftops and jumped from building to building until he saw a car launch into the air. His Spidey senses went off the charts, and he saw a woman inside of the car.

"Oh crap!" he shouted. Everything moved so slowly around him as he acted fast. He shot two strong lines of webbing to the corners of the next building and launched himself at the car. He twirled in through the passenger window, grabbed the lady, and tossed her in the air, making sure that she landed safely on a load of webbing.

Spidey landed right beside the Lizard and was about to let loose a punch or two, but then he spotted the three slayers from before attacking the green monster.

"Whoa, looks like you need more than just a little help!" Spidey shouted. The Lizard turned, growling at Spider-Man, but accepting his offer. Spidey jumped to the nearest attacker while Lizard rammed his massive body into the next.

_Looks like these guys aren't just after me_ Spidey thought to himself. He dodged incoming fire and shot a few webs onto the legs of the slayer. Pulling hard on it, the robot fell from its position and crashed to the ground. Only this time the legs turned and it was attacking. Just before it reached Spidey, The Lizard bit down and tore the bot to pieces.

"Whoa. Doc, I don't think metal is really good for the stomach. I don't need you throwing up a Lizard hair ball in the streets." Spidey said. Four more Spider Slayers appeared, all too fast for Spidey to counter. Just then, something fast and gold zipped past him, and then everything went black…

* * *

"Guys. We've got trouble." Bruce Banner came into the room where the heroes and X-men were arguing.

"GUYS! The city needs our help and you're arguing like a bunch of babies!" Banner shouted. Everyone turned around, surprised and knocked out of their angered phase. Well… almost everybody.

"Who do you think you are, bub! You think I'm afraid of you!" Wolverine shouted as he stomped towards him.

"Not me. But keep pissing me off and you'll find out who you should be afraid of."

"ENOUGH!" Nick Fury shouted. He brought up the holographic computer on his wrist and clicked away at the security footage of what was going on in the city. The Lizard was down and the silver Spider Slayers were fanning out.

"We've got to get down there." Captain America said. Thor pulled up his hammer and started walking out with the Captain. Cyclopes grabbed Wolverine and followed them.

"We'll help."

"Not so fast." Fury interrupted. But Wolverine intervened

"Look bub, you want to keep on this badass charade of yours, that's fine. But there are innocent people being hurt down there, and we've got to stop that from happening!"

"Innocent? You've been killing innocent people! That's why you're here!"

"They weren't innocent… They were working for the Weapon X facility. You wanna torture me, fine. But right now, the city needs us." Wolverine said. Before Fury could say anything else, he ripped through the side of the Helicarrier and fell through the sky. Everyone else got in one of the jets and flew down to the City below.

Wolverine crashed into the ground and there was nothing but bones left. That's when she started to slowly regenerate his muscles, skin, and everything else back. Luckily, his pants and parts of his shirt remained intact, although they were covered in his blood. The S.H.I.E.L.D jet came down, and Thor, Captain America, and Cyclopes came out ready to fight.

"Got any other amazing friends to help?" Cyclopes asked. Thor looked up at Stark Tower's flashing lights and loud music as if called on cue. An instant later, Iron Man rocketed from the roof of his tower and sped towards his fellow Avengers.

"Started the party without me, huh?" Stark said as he landed right beside Wolverine. He brought his arms up and aimed his cannons at the slayers.

"Nice of you to join us, Stark." Captain America said as he pulled his shield in front of him. Cyclopes helped Wolverine up and he growled as he let his claws rip form his fists.

"Let's take these guys out." Wolverine said. They all ran forward and attacked. Wolverine cut through the metal like it was nothing, Thor shocked and smashed through the slayers that got in his way, Cyclopes shot his lasers, completely destroying those in his path, and Iron Man quickly dispersed those that tried to attack him. But as more and more were taken out, it seemed as though more and more were simply appearing out of nowhere.

Iron Man shot his cannons onto Captain America's shield and let the lasers fry the three slayers around them. A few tried to escape, but Wolverine took care of that as he leapt through the air and sliced them in half.

"Logan, look out!" Cyclopes shouted. A slayer rammed four of it's eight arms into Logan's chest, forcing him to scream in pain. Cyclopes shot it back, and Logan fell and grumbled as his wounds healed quickly. Then he turned around, outraged.

"I'm gonna slice you all up, one by one!" he shouted. Now some more slayers arrived, but this time they were flying and firing even more dangerous weapons at the heroes. Thor took to the skies with Iron Man and worked on taking them out while the Captain, Cyclopes, and Wolverine worked on the ground bots.

"Where are these guys coming from anyway!?" Captain America shouted. That's when a disorientated, grouched voice responded after a series of loud roars.

_**"Oscorp…"**_ The Lizard walked in front of Captain America and growled. Before the Captain could respond, Lizard jumped into the air and latched onto one of the flying slayers.

"Looks like we've got some friends in high places." The Captain said. Just then, a barrage of arrows filled the air, hitting the nearby slayers.

"Yeah, you do." It was Hawkeye and coming from behind him was Ice-Man and Colossus, also from the x-men. Ice man took to the skies, using his powers to stop the slayers in their tracks and watched as they shattered once they hit the ground. Colossus stuck to the ground troops, doing what he was best at, breaking them into bits with his bare hands. Hawkeye worked with both air and ground, using his bow and arrow to take out the slayers. The numbers were down to merely a small group, and the odds were of course in the heroes favors. But that's when they heard the beeping coming from the slayers.

"Wait a second…" Cyclopes looked closer and saw the red glow from their eyes.

"They're gonna blow! Get out of here, now!" he shouted. Iron Man grabbed Logan and Cyclopes while Thor grabbed Hawkeye and Colossus. Ice-Man slid along with them, but the Lizard was already nowhere to be found. A few seconds passed, and then the explosion came. It would've taken out the entire block, but something compressed the explosion into a small, contained bubble on energy. That's when Professor Xavier and Nick Fury showed themselves.

"It seems as though someone is out to get mutants. Or, more specifically, cross-species. This Lizard fellow, I entered his mind and saw what he saw. It seems as though a fellow hero has been taken by these things. Another cross-species. Spider-Man." Xavier said.

"Spider-Man? What would they want with him?" Captain America asked.

"Who knows, but they're probably not looking for a friendly tea party. Look at the ruble from the wrecked bots. This is Oscorp technology, some of the best in the business. We find Norman Osborn, we find Spider-Man. Let's go!" Iron Man said.

"Wait a second, we have no proof that Oscorp is behind this!" Captain America said. Iron Man held up the hunk of metal with Oscorp's name on it.

"How is this not proof enough?"

"I am with the man of iron. The name is on the enemy, it must mean they were sent by them. We must attack at once and rescue the Spider-Man." Thor said. Captain America nodded, but Nick Fury disagreed.

"Well we can't just march in on a star company. We'd need characters of stealth, which none of you guys seem to have." Fury said. That's when Logan stepped up.

"Speak for yourself, bub. I've got this in the bag." Logan said. Fury looked over to Cyclopes who was shrugging his shoulders.

"Well, he was a solider."

"He's also a mad man." Fury responded.

"Aaaaaand he's also gone." Tony added. Everyone looked around, and sure enough, Logan was nowhere to be found.

* * *

"What were you thinking, Smythe!? What the hell were you thinking!?" Norman screamed out. Smythe didn't even bother to look Norman in the eyes, he just continued to type away at his computer. Norman wasn't having it, he immediately pushed all of Smythe's equipment on the floor. This set him off, and Smythe grabbed him by the shirt.

"You put this entire company at risk, do you know that!? You were given one job, one! To bring in Spider-Man for EXAMINATION!"

"I know!"

"Then why did you send the machines to kill him! Those were lethal weapons, Smythe! You could have killed-"

"You think I take orders from you, Osborn!? I don't! You're just a piece in a game that's far too large for your own head." Smythe said. He pushed Norman away from him and out of the office. Norman intended on following him, but then the doors locked in front of him. Then he heard screams and called for help from the other end.

"What in god's name is going on?" Norman asked himself. That's when he heard the low beeping from underneath the desk Smythe was working on. The timer was already on 59 seconds…

_"Logan, what's going on?"_ Xavier's voice echoed in Logan's head. Logan watched from the air vents as the soldiers in full armor stormed through the Oscorp Building.

_Things aren't looking so hot up here! _Logan thought to Xavier. He sliced through the vent and landed right on top of the soldier that was about the stab an innocent scientist. Logan made sure he never saw the light of day again, but when he rammed his claws into the soldier's back, he didn't feel flesh… just metal and wires.

Logan felt a few bullets go through his back, but he ignored them and went charging towards the next group of attackers. Something was wrong. Something was very, very wrong. In the distance, Logan could hear beeping as well as a cry for help.

* * *

Three…

* * *

Two...

* * *

One…

* * *

"Long Live Praxis" Smythe whispered. And then Oscorp Tower was ignited in flames and explosions.


	16. The End Times

**_Author's Note: Hiya guys. Sorry about the major delay and sorry about this being a short chapter, but it's setting up for something much... much greater. With every question answered, new questions arrive. This is just the beginning of a whole new saga of conspiracy and confusion. What happened to Peter Parker? Who is Praxis? Will your questions be answered in this chapter? Or will there just be more mystery. You'll have to find out in this conclusion... of Book One. Excelsior readers. Please review, enjoy, and look forward to more Spider-Man!_  
**

* * *

**Chapter 16: The End Times**

Drip. Drip. Drip. Blood just kept dripping from his wounds as he tried his hardest to pull himself free from his bindings. It was dark, so Peter couldn't see a thing in front of him. But he could hear everything. He heard the television off in the distance that was talking about the explosion in New York. He could hear the cries of the family members who had lost someone in the wreckage. He heard a statement from Iron Man, Xavier, Nick Fury. Then he blacked out once more.

The next time he woke up, he saw a glimmer of gold walk through the darkness, but then disappear completely. The news was on again in the far distance, and he could hear the reporters talking about the missing Norman Osborn. There was no word from Harry, he's been hiding away at his mansion ever since the attack. Later, Peter listened to reports of himself missing. Aunt May was crying, begging for someone to find him. This brought tears to Peter's eyes. Even so… he didn't have the strength to call out to anyone. Or abrely had the strength to think.

Later, he felt a burning sensation on his chest that woke him up from whatever unconscious state he was in.

"Urrggg…" Peter groaned in pain and looked up at the figure that was standing in front of him. There was almost nothing to make out other than the feint glimmer of light that shined ever so quickly off of the surface of the figured head.

_"Hello Peter." _The calmed voice erupted in every part of Peter's mind, forcing him to cringe in pain. He tried to get a good look at the man in front of him, but he had reappeared further back now. A single light now appeared in the room, but it wasn't on the man. It was on Peter. He was naked, cuts all over his body, and hair nearly all gone. There were a few stitches, but there were a lot more open wounds that seemed to be getting worse and worse.

_"Who… who are you…?" _Peter thought. Then he was graced with an answer. It was a confident answer. One that he could never forget.

_"Me? I am the Vanguard of your destruction. Your reckoning. The bringer of the end times. I am the accepted choice. I am the apex of all existence."_ Peter looked up and the figure walking closer and closer to him. It came into the light… but there was nothing to see. No eyes. No mouth. No hair. Just a black and grey mask of what a man should've been.

_"I… am… Praxis." _Peter felt a deep pain on his chest. When he looked down, a deep cut began to formulate across his chest as if someone was tearing through his skin. Only no one was touching him. The blood spilling from the wound dripped onto the ground with the rest of the already dries blood splatters.

_"What the hell do you want with me?"_

"_I want to show you your world… through my eyes."_ Praxis disappeared and was now standing behind Peter, holding a baton that was as sharp as a katana, and as long as one.

"Wait, STOP!" Peter shouted, but before he could manage to say another word, the baton was already through his shoulder. Peter screamed and coughed up large amounts of blood. Gwen. Aunt May. Harry. Uncle Ben. Everyone he loved and cared about rushed through his head. Every word. Every hug and kiss. Every hello. Every goodbye. Everything faded away. And then Peter felt his heart crackle… and he lost consciousness once again.

_"It is time to open the void… between this world… and the next…"_ Praxis' thoughts echoes throughout pitch black room. He pulled out three more batons and the floated around him, eventually drilling halfway into the ground. The fourth one shot out of Peter's shoulder and completed the square. It glowed a golden color before instantly flashing white, then back to a low golden hue. Praxis watched in anticipation… and then instantly dark ink clouds shot out and spilled everywhere, flooding the room in a strange dark fog… accompanied by the screams of billions.

* * *

"This isn't right. This wasn't supposed to happen!" Miguel shouted. He looked at himself in the mirror. Light skin, silky brown hair, brown eyes, 5 o'clock shadow. Small cut on his cheek. Then he looked down at the large, red spider insignia on his chest that branched out to his arms and the bottom of his stomach. Blue and red never looked so… wrong. This was not how it was supposed to be. It's not how the world should have turned out.

"Peter Parker was never supposed to die. None of them were. They were the real heroes… what am I?" Miguel asked himself? He brought his mask up to his face and grimaced as he saw the resemblance between him and the Spider-Man from 2012. Just a few minutes ago, everything was fine. But now… someone had changed the timeline. Someone had destroyed the past, and it was actively destroying the future. Miguel let it all sink in before cracking his neck and heading out the window of his apartment.

"I am Spider-Man. It's my duty to save him. Peter Parker. I… I have to for the sake of this future." Miguel whispered to himself. He kicked off the edge of his window and let himself dive through the air. He dodged the flying cars and shuttles that sped by him, and zipped to the closest rooftop. He could already see everything was so different. Companies were gone, cars and people were different. Everything… was different.

There used to be monuments to fallen heroes, now those monuments were destroyed. Miguel looked up to the sky and saw the gold light flashing as if it was thunder. He knew that's where the paradox would be. If he could get there in time, maybe he had a chance to stop all of this from ever happening in the first place.

"Hang on, kid." Miguel whispered. He shot a web to the nearby building and swung as fast as he could, making sure to stay well ahead of the guards that would surely be after him.

"Damn it…" Miguel whispered. Before he could turn and defend himself against the oncoming attack, he was rammed into by one of the people he simply did not want to run into today. The Green Goblin.

**"I don't think so, Spider-Man! I have orders from this big man to not let you free anymore. A new day is dawning! AAAHAHAHAAA! The old and the new are both going to go Ka-BOOOOOM!"** Goblin shouted as he tossed a barrage of pumpkin bombs at Miguel.

"Come on, I don't have time for this!" Miguel shouted. Just then, he heard the sound of a sniper round speed through the air and hit Gobby right in the chest. Immediately after, he heard the revving of a motorcycle engine and a chain whip through the air. When he turned, he saw The Punisher and Ghost Rider working together to bring down Goblin and give Miguel some more time.

"Well, isn't that cute." Miguel said. He kicked off the next building he came across and hitched a ride on the top of a shuttle. Going about 400 miles per hour was a bit faster than him swinging. After a minute or two, Miguel leapt off of the shuttle and went flying towards where the golden flashes were. He could already see Peter fading in and out of existence in both this time and his.

"Hang on kid, I'm coming!" Miguel shouted. He shot out two webs and slung himself into the warehouse where Peter was or… wasn't. it was on and off. He cradled Peter in his arms, trying to get him to gain some form of energy, some form of hope to live on.

"Come on, kid. Come on. You can't die. Not yet. Your world and mine are depending on you. Please kid, wake up. WAKE UP, PETER! PETER!" There was no pulse, there was no breath. There was nothing.

"Wake up kid…. She needs you…" Miguel whispered. Everything froze for just a moment…. And then Peter opened his eyes.

_**New York... 2099**_

_**To Be Continued… In Book Two**_

_**Author's Note: Well, i had a very hard time trying to figure out how to end book one that would lead up very well onto book two, and out of all of my ideas, this was the best possible one. Do not worry, this is definitely not the last of Spider-Man, and just about all of your ideas and recommendations are already in the works for Book Two. But feel free to continue to offer ideas or even original heroes/villains you have created that you would like to be in this series and i'll see what i can do. But here's my question to you guys. What would you like for me to do next? Should i immediately start working on Book 2 of this series or should i work on another series (in example, Teen Titans, Elder Scrolls, Resident Evil, Anything you guys want.) I have a billion and one ideas for just about anything you guys throw at me. Just shoot a review with what you guys would like to see. Immediately work on Book 2 or work on another series and come back to Book 2? I'm letting you guys decide! Excelsior!**_


	17. Did You Know?

_Fun Fact For Ya... Did you know... that you're never more than ten feet away from a spider...?_

:) I'm back ladies and gentleman. And Spidey is out from his hiding place, and will be returning soon.


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Avengers, Spider-Man, Adventure, Fantasy