Author's Note: Marvel Comics owns Spidey & friends, not me. I'm sure, though, that Stan Lee wouldn't begrudge a fellow True Believer rummaging around in his toybox for a little while. I'm just playing with these characters; I promise to put them back when I'm done. (I love clichés. Why else would I be writing in a comic-book universe?)

This story doesn't take place in any specific Spider-Man universe. My first exposure to Spidey was the Fox animated series, so I'll probably never be rid of its influence. The movies, as they've done to so many fans, flat-out blew me away, so expect movie ties, too. At the very least, Pete's webbing is one of his powers in this story, not a gadget. But my absolute favorite version of the Spider-Man story is Ultimate Spider-Man, and so this re-imagination will probably most resemble that comic. There's just something cool about Peter being "bitten by the bug" at a much younger age; the Peter/MJ relationship in that comic is pure genius; heck, its updated origin-story for Venom alone was enough to mark it as the "ultimate" version of Spidey, in this author's humble opinion.

So... with that out of the way, on with the fanfiction.

Prologue

Who am I? Are you sure you want to know? I should warn you, my story is not for the faint of heart… or the dull of wit. You know who you are.

If somebody told you that I was just your average, ordinary guy, not a care in the world… if somebody told you that this was a happy little tale… if somebody told you that it was about a hero and his girl… somebody lied.

Who am I? I'm Peter Parker. Age, 15. Student at Midtown High School in the greatest city in the world, New York City. Math-whiz, scientific genius, and oh-so-modest, if I do say so myself. But that's not the whole story.

Three months ago, on a field trip to an Oscorp research facility, I was bitten by a spider. For most people, an incident like that doesn't define who they are. It can tell you something about a person – take me, for example. I got sick, fainted… and nobody was surprised. I can still remember Flash Thompson taunting, "Is Puny Parker scared of the little spider?" No, you moron, I've only been shot up with a few CCs of mildly radioactive spider-venom… I had to sit out the rest of the field trip in an infirmary. At least Mary Jane felt sorry enough for me that she stuck around and kept me company. I was too sick to even talk to her. The story of my life.

An incident like that doesn't define most people, because when most people are bitten by spiders, they aren't bitten by spiders that were genetically engineered from multiple species. They aren't bitten by super-spiders which still have a retrovirus filled with synthetic tRNA floating around inside of them. They don't have spider genes spliced into the chromosomes of every cell in their body. They're not Spider-Man.

And me? That's what defines who I am. My gift… my curse… my power… my responsibility.

I am Spider-Man.

To all outward appearances, Peter Parker was perfectly at ease. Sitting on the school bus next to Mary Jane Watson was a normal thing for Pete. After all, they had been next-door neighbors and nigh-inseparable friends since… they must've been four years old when they first met, Peter realized. He and M.J. had grown up together. They'd always been friends.

Just friends.

Peter gave M.J. and sideways glance. She was staring out the window, thinking. Peter could guess what about; her parents must've been at it again last night. Say something, shouted a tiny voice in Peter's brain.

What could I possibly say to her?

I don't know, but she's hurting. You should tell her something.

Oh, yeah? Like what?

Tell her that you love her beyond all capacity for rational thought. Or tell her that your night-job involves clinging to walls and beating the ever-loving crap out of masked lunatics. Tell her something she doesn't know.

I could just tell her that I'm always here for her.

Except, you're not. You're always running off, always late, never where you say you'll be. She'd understand if she knew you were Spider-Man.

I can't tell her. It's too dangerous.

She'd understand if she knew you love her.

I can't… tell her… anything.

And he didn't.

Even though Mary Jane was staring out the window, trying to ignore the boy sitting right next to her, she found her thoughts continually drifting back his way. I wish he'd just talk to me. What is it with him? Why isn't he saying anything?

Normally, after her two-timing creep of a father had spent an evening verbally abusing her mother in front of the entire neighborhood, and then carrying that abuse over to M.J., she would run outside to get away from it all. And Peter would always be there, and he always knew exactly what to say to make her feel better. The names and insults her father tossed her way would dissolve under the gaze of Pete Parker's baby blues. It was one of the reasons she still hung out with Peter, despite the looks and whispers from her social "peers," people who thought it beneath the pretty, popular, partygoer to be friends with the school nerd. They were too shallow to understand. Peter was her best friend.

But last night, Peter hadn't been waiting outside for her, like he always did. She had knocked on his door, and Aunt May had said that Peter wasn't home. It was so unlike him… Gwen Stacy, who had lived with the Parkers since her father's death, was more of a party-girl than M.J., and she was always out late… but Peter? He had changed a lot on the outside since junior high, but on the inside, he was still the same sweet, funny, shy, geeky boy she had grown to… love?

Had she really just thought that thought?

When we were little, we always hung out together. It was natural. Junior high, it seemed, tried to drive a wedge between us. He was unpopular because he happened to wear glasses and like science, and I was popular… why, exactly? But since then, he's really come out of his shell. He's cute now, and not the awkward, nerd kind of cute. He's cute cute.

M.J. had only noticed that fact recently. They had been in the school cafeteria at lunchtime, and she had slipped on a puddle of orange juice. Peter had been right there, catching her in one arm and then balancing her lunch tray and everything on it in his other hand, with all the dexterity of a professional juggler. Held in Peter's arm, Mary Jane had noticed that he was practically solid muscle these days. Whatever he had been doing to work out… it had worked out for him. With their faces only inches apart, M.J. could tell, just by looking into his eyes, that she had been affecting him, just as much as he was affecting her…

I can't believe I never thought of him… that way… until now…now that I can't stop thinking it.

-=-=-=-=-=-=-=-

Norman Osborn sat at the desk and rewound the security tape for what had to have been the fiftieth time. The tape was three months old, taken at one of his genetic research facilities. To his knowledge, he was the only man who had ever seen its contents and understood their implications.

He pressed the play button again. Each and every TV screen on the wall of the security room flickered to life, displaying footage of the research lab. The largest electron microscope on the eastern seaboard dominated the view… but Norman was interested in the tiny corner of the screen that he had been able to zoom in on and digitally enhance.

It was the field trip party from Midtown High. He zoomed in and enhanced the image again. There was his son, Harry, and his little friends… Mary Jane Watson, Gwen Stacy, and Peter Parker. The girls were pretty enough, but poor as dirt. Little better than gutter trash. Parker was another story. He was like a brother to Harry, and he had a lot of potential. He would be a scientist someday, a valuable asset to whoever he worked for.

Osborn zoomed in again, and waited for the grainy pixels to refine themselves into a discernable picture. This was where the movie got good. A little blue-and-red spider, dangling on a web, landed on Peter Parker's hand and bit him, causing him to cry out in pain. Then it leapt straight at the Watson girl. She shrieked and recoiled, and the spider missed her, falling to the floor. Then, Harry was there, bringing his shoe down and squishing the spider flat.

Norman had never told his son that he had inadvertently squished one of fifteen very special spiders that had cost millions to create. Granted, they had merely been researching the possibilities of combining genetic characteristics, grafting the traits of one species onto another. Dr. Curtis Connors had actually pulled it off… but then, Osborn knew, Connors had a motivation entirely separate from his own. Connors was a true scientist, an idealist. He wanted to use this knowledge to heal. All that Norman Osborn had really wanted out of the project was the latest deadly neurotoxin.

Parker's accident had been just that, an accident, but it was a miracle of science nonetheless, and one that had been bestowed upon him by Oscorp's research. Did the boy think that nobody would notice? That it was all just a coincidence? One day, he's bitten by a very special spider, and all of the sudden, New York hums with excitement over a young hero in a mask who leaves petty crooks tied up in spider-webs… he could do such great things, and this is how he choose to waste this gift? This gift which is rightfully mine? He is a fool… he is only a child.

Norman realized that it could have been anyone. It could have been Harry. That might have made things easier… Harry would listen to father. But then, Norman would have been forced to use his only son, and on some level, he knew that would have been wrong. Parker wasn't his flesh and blood, but he was close enough to Harry that he was like family. That was perfect.

Someday, he will join me.