A/N: I do not own YGO or Spider-man. PG13 just in case. Flames WILL NOT be tolerated. This is my YGO-centered take on Spider-man with Seto Kaiba as the star. There is no romance but there is some sibling fluff. ^_^

~~~****~~~

"And this Mr. Kaiba, is the first ever known genetically altered radioactive spider." The male scientist/guide pointed to a small spider inside a glass case. "Of course we have another one and had them breed but this was the first one ever." He pushed up his glasses back onto his nose.

The teen CEO rolled his eyes as the man turned away talking about something else. Like he couldn't figure that out. There was another glass case full of spiders similar to the lone one. The glass cases had been placed on a silver metal table where several fingerprints could be seen. They were visible on the glass too. They were sitting right next to a small TV screen that kept showing DNA samples and the monitored behavior of the spiders. It was black with the price tag of still on it.

Observation was a habit Seto Kaiba had picked up in the last week. He noticed everything and nothing seemed to slip by his ice crystal blue eyes. Plus it seemed more interesting than listening to this man. He was trying to get the president of Kaiba Corporation to endorse this research of radioactive spiders. To be honest, Seto could care less about it, especially spiders.

A young female assistant came up to the scientist. "Sir, we have a bit of a problem on..." Seto continued to stare at the TV dully as the two discussed solutions to their present problem. The teenager leaned against one of the many gray pillars in the building and crossed his arms. He was extremely tired from the day's meetings and he was ready to sleep on the spot. But he couldn't. Not only did he have a reputation to keep but also dozing off standing up was not the ideal spot for sleep.

The two were still engaged in their discussion and Seto was about to leave when he noticed the one spider from the first glass case had disappeared. He frowned, wondering where it could have went. It was probably hiding behind one of the twigs inside the case. However, Seto's sharp eyes missed the tiny opening of the top of the glass case where the lid was.

The spider had escaped.

That spider was slowly making its way over to the CEO. It had crawled down the tableside and had seemingly decided to head for Seto. Whatever possessed it to do that, no one would know.

The scientist turned back to the young man. "Mr. Kaiba, I'm terribly sorry about the interruption-"

Seto cut him off. "Listen here, old man. I have no desire or interest whatsoever to endorse this research. To be completely honest with you, I think it's a waste of time." The man gaped at him as Seto went on. "If I were you, I'd quit this useless research right now and find another job. What good are radioactive spiders going to do?" Seto turned around without another word and proceeded to leave the building when he felt a sharp sting in his leg. Seto grunted and bent down and grabbed at his left pant leg. In doing so, he killed the spider and fell down to the floor as soon as Seto let go of the pant leg.

The pain went away and he continued on towards the doors, his purple trench coat blowing out from his body as he stepped out the door. The sun was setting in the west and a light breeze blew through the city. People walked and drove home about him as Seto strode to his limo. The driver was waiting and he opened the door for the young president and shut it once Seto was in. As the limo drove through the city heading for the Kaiba Mansion, Seto leaned back against the leather padding of the seat and winced. No pain from his leg was felt but a pain coming from his head was in its place instead. Seto felt slightly dizzy and suddenly tired.

They reached the Kaiba Mansion. It was a three-stories tall and had black siding and brick surrounding it and the property. Seto got out of the limo and walked to the large front doors slowly. Ahead of him, one of the doors opened a figure with long black hair and bright eyes stuck his head out. "Seto!" Mokuba cried and ran over to his brother. "I'm so glad you're home!" He hugged his brother and then walked alongside him. "I have something to ask you!" Mokuba chattered endlessly. "Some friends of mine at school invited me to the movies tomorrow evening and I really, really, really, want to go because it's-" Seto listened absentmindedly as Mokuba explained all the reasons why he wanted to go see the popular action film. "Can I go? Huh? Can I?"

Seto blinked and found himself standing in the front hallway of the mansion as Mokuba shut the door. The seventeen-year-old then stared at his little brother dumbly, trying to take in everything Mokuba had just said. Seto managed to do so but with difficulty. His headache was becoming worse and he was seeing spots of color on the walls. "Sure, Mokuba...you can go." He answered, not fully understanding what he was saying.

"Yes!" Mokuba grinned. "Will you be able to take me there?" The twelve-year-old asked eagerly.

Seto nodded and headed for the stairs. He had to his room. Sleep, he needed a good sleep. "I will..."

Mokuba frowned. "Hey Seto, are you feeling okay? You don't sound or look so good."

"I'm fine, Mokuba." There was a pause. "Really, I am." He added seeing the unconvinced look on the younger Kaiba's face. "I'm going to turn in early." He called back to Mokuba as he walked up the staircase unsteadily, his hand dragging on the rail. "Goodnight."

"But you haven't eaten yet..." Mokuba's voice faded in Seto's ears as he reached the top. Now he could no longer hear anything or see anything clearly. There was only one thought in his mind: go to bed.

When he reached the door to his room, he looked behind him, hoping Mokuba hadn't followed him. He didn't want the boy to see him in this condition. Beads of sweat formed on his forehead and the sides of his face. The bedroom swirled and twisted as he reached out to touch the bedside. And then without another thought, he collapsed on the soft bed and fell asleep immediately, dreaming about spiders and stained glass cases.

~~**~~

Inside a much larger glass case full of pale green liquid, a middle-aged man opened his eyes. The man had been believed to be dead or to have been destroyed in a factory explosion in the middle of the ocean a couple of years ago. He had survived for it was only his mind that had been destroyed save a small part, bent on finding one single person.

His strength returning, the man climbed out of the tank and ripped off the tubes and other things off his body. He had to find some clothes. His body shivered as he found an old lab coat. The old laboratory had been abandoned last year by the last remaining men loyal to Gozaburo Kaiba.

He put the coat on and buttoned it up. The name of a person, who had, in his opinion, betrayed him, repeated itself with every beat of his heart. "Seto Kaiba." The man whispered, not bothering to correct himself. Kaiba wasn't Seto's real name and the man himself believed Seto was not worthy of the name of Kaiba. "He must pay."

~~**~~

When Seto awoke Saturday morning, he felt much better than the night before. He found that he had slept with his clothes and shoes on. Sunlight streamed through the curtains and he could smell smoke. Seto frowned and sniffed the air again. Something was definitely burning. He sprang off the bed and ran out the door with blazing speed.

He raced down the stairs, the smell becoming stronger. It was coming from the kitchen. He entered the kitchen to find Mokuba standing near the pancake griddle. "Mokuba, what in the world-?"

Mokuba's face flushed with embarrassment. "Uh well, you see, I wanted to make you breakfast in bed and I tried to make pancakes but I think I turned it too high..." Sure enough, two blackened pancakes were sitting on a plate and two others were cooking.

All of a sudden, an uneasy feeling came over him and his blue eyes searched the room. Something was wrong. He then spotted the problem: an overcrowded outlet. Without thinking, he grabbed Mokuba and shielded him with his body as sparks flew everywhere. And then they ceased.

"...Sorry, big brother." Mokuba muttered. "I just wanted to help you feel better."

Seto sighed. "That's very thoughtful of you. Thank you." He put an arm over Mokuba's shoulders. "But next time, don't plug in so many cords into one outlet. It's very dangerous to do something like that."

"I'll try to remember." Mokuba replied. "I guess I got caught up in making you breakfast before you woke up. Are you feeling better?"

"Yes...yes I am." Seto answered.

~~**~~

After suppertime, Seto entered his home office and sat down at the computer. He had spent the day with Mokuba and had just dropped him off at the movie theatre an hour ago. 'Time to do business.' He thought as he checked his email and read company reports. A reply to an email was needed. He was about to type when he found that his hand was stuck to the mouse. He narrowed his eyes and tried to shake it off but it would not budge. "What is going on?" He murmured and tried to pry it away from his hand. It came off slightly but several long strings of white were still holding his hand and mouse together. He nearly dropped the mouse. "What is this?" He touched one of the strands with his free hand and it felt sticky. He proceeded to pull it off but it sprung back.

He opened a drawer and pulled out a pair of scissors and desperately tried to cut it off. It worked but his hand still had some of the white string stuff attached. He brought his hand close to his face and examined it. Where it had come from was leading to a white circle on his wrist. "Wha...?" He shook his hand and a single string of white shot out, attaching itself to his computer screen.

It was just like a spider.

'No...it can't be!' He thought as he lifted up one of his pant legs. The spider bite was still visible. Suddenly all memories of yesterday's visit to the Domino City Department of Research building came back to him in a flash. The missing spider, the pain in his leg...it all made sense. "But that's not possible!" He almost shouted.

He inspected his hands again and squinted at them. Tiny black bristles could be seen. They looked furry. How could he have them on his fingers? He had to go back to that lab. The scientists there would receive the "lecture" of their lives. 'Wait!' Seto froze and realized that Mokuba was gone. He was at the theatre. It was getting dark. The theatre was downtown.

He could sense danger. "Oh no..." He breathed, realizing his brother might be in trouble.

~~~****~~~

A/N: I hope that wasn't too bad. What do you think? I'll try and get the next chapter up soon. REVIEW PLEASE! Much appreciated. Oh and I know Gozaburo is supposed to be dead but he is alive for this fic so I don't want reviews telling me that.