Chapter 1 Amazing Fantasy

Earth's empty, lifeless moon spun slowly through space as it orbited the sapphire sphere. And on its surface stood a fantastic figure. He was a giant, larger than any mortal you have seen. His bald head was disportionate with his body, looking more like a Funko Pop doll than a human being. The strange creature wore a dark blue cape over a white toga, held together with a golden clasp bearing an infinity symbol. Matching golden bracers adorned his wrists. Pupiless eyes stared down at you as though they could see your every thought.

"Greetings, mortal!" the giant bellowed. "I am Uatu the Watcher! Forever do I watch, never do I interfere!"

"Watch what?" you ask. "And why do you watch whatever it is you're watching!"

"I watch everything, mortal!" Uatu answered. "All that passes in this universe is mine to observe! As for why must I watch? I watch because someone must bear witness!"

"And what are we bearing witness to today?" you ask as you settle down on the Moon's rocky floor.

"Behold!" Uatu said, gesturing towards Earth as he did so. You turn your head towards the turquoise globe that filled the Moon's sky. You wondered what he would show you today.

"The Age of Marvels has begun!" Uatu continued. "For the Kryptonian has arrived!"

"You keep mentioning this 'Kryptonian,'" you say. "Who is he?"

"A story for another time!" Uatu answered. "For he is the greatest hero of them all! Even before his arrival on Earth, the planet reacted to his destiny! Heroes and villains alike were born to lay the groundwork for his struggles! In the darkest depths of space, the greatest evil the universe has ever known awaits the coming of its greatest foe! Elsewhere, The Guardian of the Thunder and The Lightning begins his search for a new Captain! And the Avatar of Life Herself has at long last found Her ultimate Host! All this and more is the Kryptonian's doing. His tale most be told in its entirety! Free from the stories of others! It is to another hero we turn our attention to today!" The strangely shaped giant gestures towards the globe and the view zooms in, focusing on New York City.

"Today," Uatu exclaims, "we observe the Amazing Spider-Man!"

It was a bright clear September day in New York City. The leaves were just turning colour and the air had not yet gotten crisp. Students around the city were heading home after a long day at school, eager to hang out with friends, play games or spend countless hours on their phones, texting and tweeting and taking selfies.

Some of them, like Peter Benjamin Parker, even looked forward to cracking open their books for the first time.

Peter, at fifteen, was an awkward collection of physical traits. He was gangly, but not very tall; with a little effort he might have been a good gymnast or lightweight boxer. Short curly brown hair sat atop a head that would one day grow into a handsome, square-jawed head, but for now just sat like a lump of unmolded clay atop a short scrawny neck. His hands and feet were too big for his body and he stumbled everywhere he walked. Coke bottle glasses obscured his watery brown eyes, and much of his vision along with them. He wore a dark green sweater vest over a starched white shirt and brown slacks. A lumpy, shapeless knapsack hung over one shoulder.

In short, he looked like a nerd. And not just any nerd, but one from fifty years past.

As Peter Parker walked down the street from Midtown High School towards his home in Queens, a cherry red convertible suddenly pulled up beside him.

"Well well. If it isn't Puny Parker," observed the driver of said convertible. He was blond, with a ruggedly handsome face and broad shoulders. He was dressed in the school athletic sweater over dark t-shirt. An expensive watch hung off one of his wrists.

His name was Eugene 'Flash' Thompson, and he was Peter's personal nemesis.

"Hi Flash," Peter responded dully. Flash was not only the local high school football champ, he was also the son of a New York City police sergeant, and thus virtually untouchable within the school hierarchy. It was no use for Peter to get mad at the bully's taunts. Especially when all it would get him was another beating.

"Gee Parker, you don't seem all that glad to see me," Flash taunted.

"Who'd want to see your ugly mug?" Peter muttered under his breath. Flash still seemed to pick up on it.

"Well, now that's a good question," Flash said, stroking his chin in mock-thoughtfulness. "My fans, clearly. Yeah, they definitely want to see my face every day. And of course my teachers. But I think most importantly is this little girl here. She definitely wants to see my, what did you call it? My 'ugly mug.'"

The other kids in the car laughed at that though Peter didn't think it hilarious. Reluctantly, he turned to face Flash and the vision that sat beside him in the lead passenger seat. She was as blonde as Flash, but there the similarities ended. Her face was a perfect oval, with stunning blue eyes that were the colour of a frozen lake and lips painted to match. She wore an off-white turtleneck that outlined her perfect figure just a little too well for the school's administrators. She shot Peter a look that was pure icy venom and said:

"What are you looking at, Puny Parker?"

"N-nothing," Peter stammered, bowing his head in shame as his cheeks grew red. Liz Allan was the most beautiful girl in school without question, and Peter had long lusted after her. Along with most of the rest of the school population. That said, Peter knew she was as cruel, vindictive and narcissistic as Flash was, and maybe more so. Peter did not want to get on her bad side, and for somebody as low on the social totem pole as he, admitting that he even thought about Liz in that way was more than enough.

"Leave him alone, Liz," came a bored voice from rear passenger seat. Peter did not need to look to know who it was who spoke: Sally Alvarez, Liz's 'best friend.'. Sally was almost as good-looking as Liz herself was, with straight black hair that was cut just long enough to cover her ears. A dark blue version of Liz's sweater highlighted Sally's own tight body. "It's not his fault you're the hottest chick in school."

"I guess not," Liz said, her lips curling cruelly. "Do I make you hot, Parker? Do I run naked through your mind, reciting mathematical formulas?" All the occupants of the car laughed. Peter just looked ahead stonily, determined not to let them see his embarrassment and shame.

"You know, Parker, I was going to invite you to a little get-together I was hosting," Flash said, "but I think you'd rather do something else, right?"

"Anything else," Peter agreed fervently.

"That's what I figured," Flash said. "Go home to your loving aunt and uncle." And then he drove off, leaving Peter to cough up dust and smoke. Flash had said that last with such venom. Peter wondered if there was something to it. Did Flash resent Peter's home life? Nah, that couldn't be: Peter was an orphan, a working class boy who had been adopted by his aunt and uncle. Flash was the son of a popular police sergeant with both of his parents still alive. As much as Peter loved his aunt and uncle, there was no way somebody from Flash's background could ever be jealous of what Peter had.

It didn't matter, anyway. I'll show them, Peter vowed. One day, I'll show them all!

Benjamin Parker, one half of Peter's namesake, sat down at his desk, admiring a new piece of his handiwork. Officially, Ben was retired. He had made his money working a lifetime away at one of the big insurance companies, ending up in upper-middle management before opting for an early, and permanent, vacation. He wasn't rich by any means, but neither was he nor his family at serious risk for destitution. An advantage few could claim these days, even with the efforts Albany had put in to curb the crooked real estate moguls and improve the conditions of its working class.

Still, Ben needed something to do with his mind and his hands, and so he had joined the youngsters in their so-called 'gig' economy. Ben always had a fondness for carpentry and sculpture, and so he had taken to doing custom work for people online. It proved to be a study business; not much compared to his previous job, enough to offset the Parker family's bills without touching the nest egg he'd built up.

And that was a good thing. Peter was still three years away from college, which was a lot closer than one might think. And his beloved May was getting sicker. Ben's insurance company continued to pay out for her medical bills, but they were stacking up. Ben couldn't imagine what would happen if they suddenly lost his insurance.

Ben sighed. There was no use worrying about that now. His client would come soon and this project, a small wooden sculpture of Union general William T. Sherman, needed to be wrapped up. Ben had thought the request odd when the client, one Amanda Waller, had reached out to him, but it wasn't the strangest request he had ever seen. And he had always admired the scruffy, tenacious Civil War commander, so it wasn't like the project was much of a chore. He began to carefully wrap the sculpture up when he heard the door slam and knew that his nephew, Peter Parker, had finally come home. And from the sounds of it, had had another brutal encounter with Flash Thompson and his gang.

"Peter!" May Parker, Ben's long-suffering wife, shouted from the downstairs kitchen. "Don't slam the door!"

"Sorry, Aunt May." Peter said miserably. Ben sighed and got up from his chair to greet his nephew.

"Pete! May! Is that anyway to greet each other!" he bellowed good naturedly. Peter and May didn't really have any tension between them, but Ben knew that a little levity would do much to heal the wounds that Peter had suffered today. It was a pattern he had long practiced with.

"Sorry, Uncle Ben," Peter said. "Sorry. I mean, Hi Uncle Ben! Hi Aunt May!"

"Hi Peter," Ben said as he came down the stairs and looked down admiringly at his nephew. Ben had always known that adolescence would be hard for his nephew; it had been an outright curse for Peter's father, after all. But he also knew what many of Peter's classmates had failed to see: that Peter Parker, for all that he was uncouth and uncoordinated now, had fantastic potential. Ben saw his adopted son as taking the place of giants like Tony Stark or Lex Luthor one day. But first, he had to survive guys like Flash Thompson. Ben had to stifle a sigh. He and May had talked to the school often about Flash and Liz Allan and the rest of their little gang, but nothing had ever come of it. The school insisted that it had a 'zero-tolerance' policy towards bullying, which Ben had long since learned was code for 'we punish kids for being bullied, not for bullying.' After a while, Ben had just given up. Instead, he focused on helping Peter through it as best he could, all the while confident that if Peter made it out of high school alive, the world would be a much better place.

Though, seeing the rage and resentment on Peter's face, Ben had a sudden worry that his nephew might go down a dark path of his own.

"How was school, son?" Ben asked.

"Okay," Peter said in a voice so morose you'd have thought his best friend had been killed.

"Uh-huh," Ben said as he raised a sceptical eyebrow at his nephew.

"No, it was! Really!" Peter protested. "I switched my courses, so I was taking science this term instead of history, so that was good. And Dr. Curt Connors was there, to sign up students for college next term. I didn't get to talk to him, but I overheard what ESU was offering in the next couple of years. I can't wait to go!"

"And after school?" Ben asked quietly.

"It wasn't so bad, honest," Peter responded, ducking his head as he did so. "Flash and some of his friends caught up with me. They, uh, invited me to a party, but I said no. Too much homework to do, you know?"

Ben shared a look with May, who was leaning out of the entryway into their kitchen. They knew that their nephew wasn't quite telling the whole truth. Not that he was lying to them, exactly, but that there were certain details that he wasn't sharing. Silently, they decided not to press the issue.

"All right son," Ben said quietly. "How about you get washed up and get on that homework. Supper's at five."

Supper at the Parker house that night was somewhat unusual.

"Your wheat cakes are the best, Aunt May," Peter said as he happily dug in. "But why are we having them for supper?"

"Oh, I just thought you could use them after today," May said. May Parker looked much older than her fifty-three years, with hair that had gone prematurely white decades ago and a lined, haggard face. Her body was small and bony and poked out through her clothes. Peter knew in his heart of hearts that he and Uncle Ben would lose her, and soon. So he made the best of it.

"Well, they're great," Peter said. "So thanks."

"What's on the agenda for tomorrow, Peter?" Ben asked.

"There's a science experiment afternoon at ESU," Peter said happily. "It's all about using radioactivity to induce genetic mutations."

"I knew it!" Ben said, pounding on the table in excitement. "I knew it! I knew those eggheads would turn us all scaly and green! Uh, no offense Pete."

"None taken," Peter chuckled. In fact, his response had been exactly like his uncle's when he had first heard about the experiments. He couldn't wait to see what sort of twisted, mad science would come out of tomorrow's exhibition. It was that sort of thing, pushing the boundaries of science, that really excited Peter. He sat up all night, every night, eagerly devouring every article in peer reviewed journals from luminaries like Tony Stark, Lex Luthor, Ray Palmer and Reed Richards. Peter hungered for the day he'd join their ranks.

"Oh you two and that science fiction nonsense," May said, laughing. "I'm sure they'll do nothing of the sort. It'll all be computers and graphs tomorrow, right Peter?"

"Probably," Peter admitted. "But there is supposed to be a practical demonstration, too, involving live radiation."

"Probably hidden behind a thousand feet of concrete and glass," Ben blurted at May's shocked expression. "It's not like they will really douse the kids with radiation. Think of the lawsuits!"

"Especially in this day and age," Peter agreed. "Actually Aunt May, the demonstration probably won't even be on this continent. It'll be in some lab somewhere in the middle of nowhere and they'll just stream it for us."

"Isn't that still dangerous for the scientists?" May asked.

"All done by robots," Peter assured her. "Real humans are too expensive these days."

"Kid's right, May," Ben said.

"I suppose," May said. "I guess I'm just an old woman who worries too much."

"It's hard not too when it comes to radiation," Peter admitted. "If something goes wrong, the consequences are pretty severe. But don't worry Aunt May. These guys are professionals. They won't let anything happen."

"I certainly hope not," May said. "Well, eat up Peter. It sounds like you have a big day tomorrow."

Peter burst through the door into Empire State University's science theatre a full fifteen minutes early, so excited was he to see today's demonstration. If the rumours were true, if the scientists behind the demonstration had combined animal and human DNA via radiation...

"Something special, ain't it?" a rough, distinctly British voice said from over Peter's shoulder. Peter started and looked up. There beside him was a tall man, almost as gangly as Peter himself was, with dirty blond hair and stubble. He wore a long tan trench coat over a battered white shirt and slacks. An unlit cigarette hung out of his mouth.

"Um, yeah," Peter said. Something about this guy felt really off. "Yeah, I guess it is. Are you here for the demonstration?"

"Nah, I'm just an exterminator," he said breezily. Peter thought he looked nothing like any exterminator he'd ever seen. And living in New York meant you saw a lot of exterminators. "But I heard about. Animal DNA, arachnid DNA, and human? By radiation? Now, that's something new even for me."

"Yeah, it's pretty wild," Peter agreed. "Um, what were you exterminating in here?"

"Oh, nothing to worry your little head about," the man assured him. "Just don't want any rats or cockroaches or especially spiders around when the eggheads start up their light show, right? Especially spiders. Lots of people afraid of spiders, you know?"

"Yeah," Peter agreed. "Not me, though. I like spiders."

"Do you now?" This seemed to amuse the man. "You're one of the brave few, then. Name's John. John Constantine." He pronounced it 'Constan-tine,' not 'Constan-teen.' He stuck his hand out for a shake. It was surprisingly clean, given the grungy look of the rest of him, but just as roughly hewn as Peter had suspected it would be. Peter declined to shake it.

"Uh, Peter," he said instead. He braced himself for what would happen if the man asked for his last name. To his surprise, Constantine didn't ask.

"Peter, eh?" he said instead, almost like he knew beforehand. "Well, Peter, you pay attention to this lot. Someday, could be you up here." With that, Constantine turned to leave out a door a little further down from where Peter had entered. He was stopped by another man in a suit. They talked for a minute and then Constantine left. The man in the suit turned and saw Peter.

"You here for the demonstration?" the man asked. His skin was dark, the colour of burnt wood, and he had broad facial features underneath a curly mop of hair.

"Yeah," Peter answered.

"You're early," the man said.

"I-I know," Peter said. "I—was just so excited, I..." he trailed off.

"It's okay," the man said. "Better early than late, my old man used to say. My name's Dr. Petersen. I run the psychology department. I'm helping with the demonstration, today."

"Okay," Peter said. He thought it was weird that a member of the psychology departmentt would help with a radiology/biology demonstration, but he felt much better in the presence of the doctor than that creep. "Um, I'm Peter. Who was that guy?"

"In the trench coat? That was John Constantine," Petersen said. "He's, uh, an exterminator. He was helping clean out the theatre before the demonstration."

"He was creepy," Peter said. His aunt would have washed his mouth out with soap if she had ever heard him say something like that towards a person, but Peter couldn't help it. Constantine had given him the creeps.

"He is that," Petersen said with a sigh. "Unfortunately, he is very good at what he does. Anyway, you can wait up in the seats if you want. We're gonna be awhile yet."

"Right," Peter said. He went to wait up in the highest seats where he could get the best view of the action. Too low, and you couldn't see past the presenter. But if you sat high enough, then you could see over the presenter and into the theatre. A theatre, Peter noted, that looked suspiciously like it had been lined specifically against radiation. Maybe they would do a live demonstration, anyway?

Slowly, over the next fifteen minutes, the other people interested in the demonstration filed in. There was more of them than Peter expected. He was glad that he had gotten there first so early as the theatre filled up. A presenter stood up on the stage.

"Greetings ladies, gentlemen, and people of other genders," the presenter said. "Thank you for coming to this demonstration. Here at the Empire State University, we have developed a pioneering approach to genetic engineering..."

Peter leaned forward in his seat, fascinated by the presentation. His attention was split by the activity in the sealed off theatre room where they were pushing in a huge device that looked a lot like the laser in Goldfinger. Peter watched it intently, curious as to what the device would be used for. They couldn't possibly intend to actually use it to splice something in the theatre, could they? No, that was ridiculous. The presenter kept speaking.

"As you can see here, what we're about to do is irradiate a spider," she said. "The spider will then act as a vector for the genetic material to do its work. All we have to do is point the spider in the right direction and it will bite down on whatever we tell it too, thus injecting the test subject with the new DNA."

"Has this been tested on humans?" somebody called from the back.

"Of course not," the presenter said with a snort. "We've only just progressed to animal trials. So far, all we've done, and all we're doing today, is getting spiders to swap DNA with each other."

Peter leaned back, a little disappointed. Not that he had expected any human trials, not with the rampant anti-science movement that Donald Trump and the GOP had started still going strong, anyway! But he was expecting something a little more than swapping the DNA of arachnids. Surely there was already a way to do so without something as cumbersome as radiation?

It didn't matter; the demonstration had already begun. The machine powered up. On the screens hanging down from the ceiling, Peter watched the poor spider scurrying around the glass, unaware of what would happen to it. Peter felt a pain of empathy towards the spider. The spider had done nothing wrong, had never in its life done anything to deserve to be zapped with nuclear power. Especially as Peter really couldn't see how this would advance humanity or help the world; this seemed more like a way to torture spiders for fun.

Peter let out a sigh. He checked his watch. As disappointed as Peter was, it was still too early to go home yet. And besides, maybe there was something more to this than Peter thought. If they could use arachnids and insects to transmit DNA, maybe they could use them to transmit cures and vaccines, too?

Just as Peter was settling in to watch more of the show when suddenly a great stinging pain shot up his arm. He jerked wildly in his seat, unable to comprehend just what had happened to him. Once the pain had subsided enough for rational thought, Peter looked down at his hand. There was a bite mark there, all right, a great oozing welt that just sat on his hand. Peter stared in horror. He had no idea what could cause such a bite, it didn't look like anything he'd ever seen in a biology book. A wave of crippling nausea hit him like an out-of-control space shuttle. Peter didn't know what was going on, but he knew that he had to get out of there. So he quickly packed up his stuff and hauled out of the auditorium.

What on earth had bitten him?

Peter was still disoriented from the pain as he hurried out of the auditorium. So disoriented in fact that he completely missed the signs leading towards the ESU's infirmary and instead headed outside, back the way he came. And where he got the biggest shock of his life.

What bit me? Peter thought, looking down at his hand. The bite mark from whatever creature it was looked like a spider bite. In fact, it looked a lot like a spider bite. Except for one tiny detail: the bite mark, which had started out as a lump the size of a silver dollar had now shrunk. In fact, it appeared to be healing at a vastly accelerated rate: even the two oozing puncture wounds that had first tipped Peter off to the fact that it was a bite had already disappeared. And Peter knew that was flat out impossible.

So immersed in his reverie was Peter that he failed to notice that he had crossed into oncoming traffic. Worse, he did not notice the car barrelling down towards him. So it was a much of a shock to Peter as it was to the driver when at the last second, Peter jumped clear to the side of the building from the middle of the road, safely out of the way of the oncoming driver. The driver, for his part, didn't notice that the teenager who had leapt out of the way was now stuck on the side of a building, nor did he care to look. All he did was grumble about crazy kids and kept on his way.

Peter was slightly more observant, but not by much. It took him a minute or two to realise exactly where he was. Once he did, he let out a yelp and dropped down to the street. Safely, as almost though he'd been practicing for years.

"Fucking idiot," a little old lady said as Peter landed on his feet.

"Um, sorry," Peter said.

"Watch where you're going," the lady said as he shoved him out of the way. Or tried to, anyway. At the last second, Peter dodged once more, letting the old woman stumble as her momentum carried her past him. She righted herself before she fell, turned to look at Peter, scowled and kept going. Peter breathed a quiet sigh of relief. He picked up his bags and ducked inside a nearby alleyway.

Holy crap, Peter thought. He rarely swore, but he figured what was happening to him now warranted some extra punch in his language. He'd never experienced anything like this. First he got bit, and now he could cling to walls? Dodge without meaning too? Just what the hell had bitten him?

Peter had no idea what was going on, but he was a scientist at heart. And he was getting eager to find out. Keen indeed.

Peter slipped back into the alleyway. He first took off his backpack and shoes and placed his shoes into the pack. He then placed his backpack back on to his shoulders. He stood there for a minute, stretching his sock covered feet. He wondered, briefly, if this was all some sort of illusion or dream. That maybe he'd wake up soon in bed or a rubber room. Or maybe he'd just never wake up at all.

He took a deep breath to steady his nerves. It didn't matter if this was a dream or an illusion or if he was having some kind of psychotic breakdown. What mattered, the only thing that mattered, was that he had seemingly acquired fantastic new abilities. Abilities that needed to be tested.

And so Peter began his experiments by stretching out his arms as far as he possibly could and then planting them on the alley wall. Peter supposed he must look ridiculous; he certainly felt ridiculous, at any rate. And the next part of his experiments weren't going to make him feel any less so.

He pulled himself up by his arms alone and letting himself drop back down again. Five times he did this while keeping his legs straight, and then another five times while letting his legs curl up underneath him. Never once did he slip or fall; in fact, he felt like he was weightless, so effortless was his exercises!

That's amazing, Peter thought. And he slowly suspected that he knew what had happened: that contraption back at the science exhibition. The one that could turn spiders into living syringes for DNA via radiation. Somehow one spider had gotten loose and bit Peter, transferring some its DNA to him. No, more than transfer. The spider had actually altered his DNA! Giving him, at the very least, the ability to stick to walls and a certain measure of super strength. Super reflexes as well, judging by the incident with the car and the old lady.

Peter wondered briefly if he should go back to the university and let them know what had happened. The thought was quickly cut off by a massive tingling sensation throughout Peter's skull. It was so intense that Peter nearly fell off the wall only as he clasped his hands to his head in pain. It was only a split-second swing that connected both of his feet to the wall that saved him. Eventually, the tingling sensation stopped.

Okay, that was wild, Peter said thought. What had been that tingling sensation? And why was it connected to the thought of going back to the university? No, not the university, Peter decided as the tingling sensation came back, but at a lower intensity. But at the idea of going back and letting people know what happened! And again, with that thought, the tingling sensation became nearly unbearable once again.

Okay, Peter thought as his breath turned ragged. Okay. I've got some kind of sixth sense, too. Which is weird because I've never heard of a spider having anything like that. Then again, I've never heard of a spider being able to turn a human being into some kind of mutant, either. So I guess today is just all kinds of weird. A byproduct of the radiation, maybe? Or the way my DNA was altered?

The question was, Peter told himself as he resumed climbing up the wall, was that tingling sensation a warning of danger? Or was it trying to tell him that going back to the university was a good thing?

Peter strongly suspected the former. The sensation was too intense, too painful, to be some kind of reward mechanism. So that meant it had to be some kind of warning system. Now was the perfect time to test that out.

Peter had made it to the top of the wall. He clambered over and rested for a minute. To his surprise, he wasn't the least bit winded, despite the difficulty inherent in hoisting your own body up a vertical wall without ropes or other climbing gear. Especially when you were as out of shape as Peter was. That super strength must have come with some enhanced endurance, too.

Peter stood up and walked over to the edge where he very carefully leaned over. The tingling sensation came back. Definitely a warning system, then. Peter supposed that it was like those tiny hairs on the back of a spider that detected air currents and made spiders hard to swat. But this was on a far grander scale than anything he'd ever heard of a spider having. It had to be a side effect of the radiation and the DNA alteration. It couldn't possibly be anything else.

That left the question of what other spider powers did Peter have? Peter checked himself over very carefully. There were no spinnerets that he could see. Or feel, for that matter. He concentrated on making a web, perfectly aware of where webs typically came out on spiders. But nothing happened. He tried for several minutes, but no webs came out. That was something he'd have to work on later. For now, he wanted to see just what kind of abilities he really had.

He backed up to the edge of the rooftop that had a wall behind it and faced the other side. He took a deep breath. It was now or nothing. He lowered his head and squared his shoulders and ran.

Whatever that spider bite had given him, it wasn't grace or athleticism. While he could still run without being out of breath, his run was awkward and uncoordinated. However, he still avoided every possible obstacle on the way to the other side of the rooftop without paying the slightest attention to where he was going, so he had to assume that that was a good thing. And when he reached the wall, he instinctively somersaulted over it.

That is too cool, Peter thought. He kept running. At the far end of this next rooftop was another wall, this one much higher than the one before. He ran at it full-tilt and sprung upwards to land smack on the wall. It should have broken his bones. Instead, his reflexes once again saved the day, allowing him to stick on to the surface without any major issues. Peter scurried up the wall, feeling as free as a bird. Or a spider, in this case. He had never felt this good in his life! If this is what Flash Thompson and his fellow meatheads got out of being jocks, maybe there was something to it, after all.

Peter flipped on to the rooftop. At the end of this rooftop, there was a gap between the buildings, a gap that was too large to clamber over the way he had the other ones. But it might be enough to jump over? There was nothing to do but try.

And so Peter settled himself into a running position, mimicking the ones he had seen on YouTube. And then he began to ran like he never had before. He sprinted at full speed towards the end of the rooftop and jumped.

And realized way too late that the tingling sensation had come back. Had, in fact, come back all the way at the beginning of the run and had slowly built itself up until it hit a fever pitch right when Peter jumped off of the roof.

Which was about five seconds too late.

The other roof was too far away for a single leap, even one as super-powered as his. He fell, the ground rushing up towards him. Peter had to fight the panic that threatened to swell up inside him. He had to think, and he had to think fast. He had mere seconds before the ground caught up to him.

Once again, it was his newfound instincts that saved him. As Peter was falling, he noticed thin wires stretching out between the rooftops. Peter wasn't sure what they were for, power lines or something, but he instinctively reached out and grabbed one. It wasn't nearly enough to support his weight, but that wasn't quite what he did. Instead, when Peter grabbed the wire he twisted around it, stopping his downward momentum by spinning him around. It seemed to work, but instead of stopping, Peter shot off towards another wall further into the alley.

I feel like I'm in a Looney Tune cartoon! Peter thought. But at least that little stunt had bought him some time. As he shot towards that back wall, he reached out to the building in front of him, hoping to safely catch on and stop the subsequent crash.

It worked, after a fashion. Peter's fingers contacted the building, stopping him from going anywhere. Unfortunately, it also pulled his arms out of his sockets.

Peter didn't think anything for a moment. He couldn't, the pain was too blinding. If he had, he might have noticed that his arms slowly pulled themselves back together. In fact, long before the pain had receded, Peter's arms had completely reset themselves back into their sockets. Peter stared at his body in shock.

An enhanced healing factor, he realized. It probably wasn't enough to make him invincible. But it would be enough to make him way tougher than Flash.

As of today, Peter told himself. I'm done running. I'm done being scared.

As of today, I'm only looking out for myself.

In the three weeks since Peter had been bitten by that weird spider, he had made good on his word to only look out for himself. The first thing he had done once had gotten home was try to figure out how to make money using his newfound powers.

His first thought had been with YouTube. But again, there had been that buzzing in the back of his skull. His spider-sense, he called it, warning him that he was in danger. YouTube was too risky, Peter decided, at least until he could find a way to hide his identity.

Funny enough, it was YouTube that gave him an answer. He was watching The Gotham Enquirer's official YouTube channel, hosted by Summer Gleeson and Vicki Vale. Peter couldn't get enough of the two redheads; he devoured their every videos daily. But this time, they were talking about The Batman, the fearsome vigilante who patrolled Gotham's murderous underworld.

And from there, Peter got his idea. Not that he would become a masked vigilante, that was stupid, but that he'd create a costume of his own and use it to disguise his face while performing his stunts on YouTube. It would be perfect! And he even had the perfect name for himself: 'Spider-Man!'

Now that left only two problems: first, he needed a costume. Second, he needed some kind of web. Who had ever heard of a spider without webs after all?

So, afterward another YouTube binge session, Peter went out to get the materials to make both a costume and the webs. The costume itself was easy: in order for Peter to stick to walls and jump through the air, it would need to be thin and lightweight. Fortunately, Peter lived in New York; it was the simple matter of a Google search to find the materials he needed and a place where he could buy them for cheap.

Unfortunately, the only available costume that met his specifications and was pre-made, thus removing the need to sew it himself, was a black body suit with a thick red stripe down the front that split off into a red belt around the waist. The inner part of the legs was also red, continuing down into red boots. The arms were designed similarly. Peter stared at it for a good long while, wondering what on earth he would do with this thing? At least it came with a full-face covering mask, although the mask was severely lacking in lenses for it's eyeholes.

"Sorry sweetie," the middle-aged woman behind the counter at the theatre surplus shop said. "That's all we got. Unless you want to wait and see if something else will come in?"

"That's all right," Peter said, fighting hard to keep the dejection out of his voice. He had wanted something in black, to look cool, but he didn't have the time to go looking for anything else. And it wasn't like the costume's weird colours were this lady's fault. "I'll take it. How much?" She told him and Peter payed out.

The next step was getting some lenses for the mask. On a hunch, Peter went to a local hobby store for airplane enthusiasts. It payed off; a quick discussion with the pilots there left him convinced that he'd need something more than simple cloth lenses to protect his eyes when travelling at high speeds. So he grabbed a pair of aviator goggles and some small motors and other gadgets. With a bit of tinkering, Peter knew, he could easily retrofit the goggles so that they were adjustable on the fly. While he was out, he also grabbed some black and red thread. He had an idea for how to make his costume a little better.

But that was the easy part. The hard part would be the webs. A spider's webbing was among the most complex structures in biology, and Peter not only wanted to recreate it but improve upon it. He had to create a substance that could support his weight, stick to substances without inadvertently sticking to everything in its way, and be easy to carry around. It was a tall order, even for a science geek like him.

Peter set to work that very night, pouring over his chemistry equipment and lab notes. Peter had always been fascinated with spiders and one year for a science project he had observed several kinds of spiders and the webs they created. Those notes proved invaluable now as he studied the structure that he was now trying to imitate. It was a long process, however, and it was more than a week before he was ready.

"Holy cow!" Peter said as he sat back in his chair, happy with his work. The webbing formula had been a success as evidenced by all the bits of spider silk all over his room. Peter wasn't worried that his aunt and uncle would come into the room and find the mess; Peter had early on discovered that the webbing dissolved after half an hour or so.

He got up out of his chair and stretched before looking down at the web-shooter on his wrist. That had been something else he had to devise; a way to shoot the webs when he went about adventuring. Fortunately, that had not been much of an issue: Peter had assembled a gauntlet with a small projector that was operated by a lever that rest in the middle of his palm. When he pressed down on the lever with his middle and ring fingers, then the webs would shoot out. If he pressed down on it with all of his fingers, like if he made a fist or something, then the lever would lock down and not shoot anything.

Peter grinned. It had been a great week. Between this 'Spider-Man' stuff and the new school work, he'd been pretty busy. He went to bed every night tired but excited. This would be great! Not even Flash Thompson could ruin his week.

Peter then turned to the costume. He still thought the costume's colours were ridiculous, but he made some improvements. First, he had sewn two spiders on the costume: the first was on the front and was small and black. The second one was large, fat and red; more like a tick than a spider. Then finally he sewed hundreds of black lines over the red parts of the suit, making it look like a spider's webbing. It also looked a little like that old vigilante's costume, The Spider, but with the colours inverted.

The lenses had been harder. First, he had to cut the eye holes so that they fit the goggles that he had bought. Next he tinted the apertures around the lenses so that they were black, making them look more like part of the suit. The apertures, in turn, had been motorized so that he could control them with his facial expressions. That should allow Peter to focus on whatever he wanted. Fortunately the lenses of the goggles were reflective to begin with so that they would obscure Peter's eyes.

The last part had been setting up how to get paid, which had been a lot trickier. , , and YouTube all required at least one real I.D. and bank account in order for you to deposit the money you got from them. And that, Peter had not been very interested in. Something in the back of his head, that 'Spider-Sense', kept warning him that revealing his true identity was a bad idea. To that end, Peter had instituted several cut-outs, including dummy e-mail accounts, that he hoped would obscure the trail for anybody looking to find out who 'Spider-Man' was. In the end, though, the money would have to end up in his account. And that worried Peter to no end.

Unfortunately, Peter couldn't find a way around that little problem He had done the best he could; now it was time to introduce the world to Spider-Man!

"Wah-hoo!" Peter said as he swung from rooftop to rooftop in the Manhattan skyline. There was nothing in the world quite like web-slinging. To leap from building to building, to feel the rush as you flew through the air! It was exhilarating.

Peter landed on the side of a skyscraper with the slightest noise and then scrambled up the building to reach the next rooftop. A drone followed closely behind him. The drone was new; a toy that he had picked up from the proceeds of his new YouTube channel and donations.

Peter laughed. His biggest supporter thus far had been Flash Thompson of all people! Peter couldn't figure it, but Flash adored Spider-Man and had poured hundreds of dollars into Peter's account. Every video Peter posted Flash shared around the world as fast as he could, often bullying others into supporting his newfound hero. Peter laughed again as he somersaulted his way onto the skyscraper's rooftop before running off of it to swing towards another skyscraper.

Being Spider-Man was the greatest thing that had ever happened to him!

"Brant! Lee! Urich! Get your worthless hides in here!" J. Jonah Jameson, legendary editor-in-chief, publisher, and God's own gaping asshole bellowed out into the newsroom of The Daily Bugle from inside the doorway of his office.

Jonah was a big man; over six feet tall and broad shouldered. He wore a white and blue striped collared shirt with red suspenders over grey pants. The sleeves of his shirt were rolled back, revealing heavily muscled arms. His hair was cut into a flattop and was greying at the temples. An unlit cigar hung from his mouth. Most shocking of all was his toothbrush mustache, a style that had gone out of favour more than seventy years ago. One Neo-Nazi had made the fatal mistake of claiming that mustache was evidence that Jameson supported Nazism. Jameson had responded first by inviting said Neo-Nazi into his office, whereupon Jameson had immediately head-butted the man into unconsciousness, and then used his paper to destroy the idiots life. That had been thirty years ago; Neo-Nazis ever since had learned to fear Jonah and did their damnedest to stay out of his city.

Fortunately for them, and for any gangster or politician that otherwise caught Jonah's attention, democracy's greatest fanatic had a new object of ire. The so-called 'Spider-Man.'

The three people Jonah had called rose from their desks and made their way towards Jonah's office. Jonah snorted and walked back down to his desk.

"What's up, boss?" the first of the three to reach the office said. She was Betty Brant, and she had been with Jonah the longest. She was of medium height, with an oval face that was framed by dark brown hair cut into a shingle bob. She wore a dark blue navy suit with a skirt. Stockings framed her shapely legs. Eyes the colour of a whetstone looked out coolly at her boss.

"Wait until those other idiots get here," Jonah said. "I hate having to repeat myself."

Betty snorted affectionately at her boss and sat down. Jonah had hired her at fifteen as his secretary; Betty had risen through the ranks to become one of the Bugle's ace reporters.

"Boss," the second person to come in said. Ben Urich was as much of New York institution as Jonah himself was. He was taller than his boss and a lot leaner. His greying brown hair sat atop a narrow mournful face. A lit cigarette hung from his down turned mouth. Ben wore a rumpled striped shirt and even more rumpled trousers. He, too, sat down.

Ned Lee was the third reporter Jonah called in, and he was quite the contrast to his two colleagues. His skin was darker, for one thing, the colour of pine wood rather than milk. For another, he didn't wear a suit, instead preferring a Daily Bugle hoodie and jeans. His straight black hair was cut short. It matched his deep black eyes, alight with excitement.

"Hey Chief," he said. "I just got…"

"Never mind that," Jonah said with a wave of his hand. "I want to know what's going on with Spider-Man!"

"Who?" Ned asked as he sat down.

"Spider-Man!" Jonah barked. "This freak!" he added as he turned his computer monitor towards his reporters. Spider-Man's YouTube page was up and a video was playing, showing the costumed stunt man swinging through the rooftops of the New York City skyline.

"What about him, boss?" Ben asked. "He's just some punk kid with a gimmick."

"He's a menace!" Jonah answered, slamming his fists down on the desk. None of the reporters even flinched; they were used to Jonah's antics by now. "Do you see what he's doing! What if some kid tried to imitate that?"

"Imitate what?" Betty laughed. "Jumping around in front of a green screen? C'mon Jonah, that channel's fake as hell."

"Fake, Brant!? Fake!?" Jonah said. "There are eyewitnesses of this menace all throughout New York! They've even got live footage on Fox! Fox! Those idiots couldn't find their asses if you glued their hands to their butts, but they've got life footage of Spider-Man! And what do we have? Three ace reporters who don't even believe this guy exists! Jesus Christ! I bet Perry White didn't have to deal with this with that Superman character of his!"

"Superman eventually gave an interview to Lois Lane," Ben pointed out. "And that was after years of saving people from the shadows. People thought he was an urban legend at first, too, Jonah. And that this kid's videos are showing up on Fox aren't going to convince anybody he's for real, either."

"Don't tell me you think this is fake, too!" Jonah said, jabbing his finger at Ben.

"No, he's real," Ben answered as his cigarette went out. Fishing another one out of his pocket, he added: "I've talked to him."

Everyone else in the room gaped at the aged reporter in silence. Jonah was the first to recover his wits.

"You know who this menace is?" he demanded.

"Nope," Ben replied as he pulled out his lighter and lit his fresh cigarette.

"But you've talked to the kid?" Betty asked.

"Met him," Ben agreed. "He doesn't give interviews, he doesn't talk to the press, and he's just trying to make a buck. Like I said, a kid with a gimmick."

"Probably a mutant," Lee suggested. "That would explain the webs."

"And the super-strength and agility," Betty agreed breathlessly. Then she turned and scowled at the computer. "What the hell is this kid thinking?" she demanded. "Those amazing powers and he's just trying to make money off them?"

"Cost of living's rising in this city," Ben pointed out. "Even heroes got to eat. Betcha anything that Superman character has a job somewhere, too."

"I suppose," Betty agreed.

"Brant has the right of it," Jonah said. "This Spider-Man is an egotistical glory-hound, a threat and a menace. And I want all three of you to look into it. These superheroes," he added quietly, "they've been coming out of the woodwork recently. First it was that Superman character. And then Batman. Central City's The Flash. A new Green Lantern running around somewhere. And this, this Fantastic Four business! You were working on that, Lee. Do you have anything?"

"That's what I was about to tell you earlier, chief," Ned responded. "Richards is willing to give me an interview. Only me, though. He says that his family and friends are still trying to sort through what happened to them and what they're going to do with it."

"I can understand that," Jonah agreed. "While you're there, though, ask them about Spider-Man! Let's see if these costumed freaks hang out together."

"Will do," Ned said. "Is there anything else, chief?"

"No! What the hell are you three still doing sitting around here for? The news is out there, go get it! And get me something on Spider-Man!" Jonah added as the three reporters left the office. Jonah turned his monitor back towards him and watched the Spider-Man video again.

Spider-Man, he knew, was going for a sticky end. God, but Jonah hated to watch kids die!

It was late. Peter had been goofing around as Spider-Man for close to a month, now, and he had something to show for it. Twelve hundred dollars every month, thanks to and YouTube! Sure it wasn't much, but it lifted the burden on Aunt May and Uncle Ben considerably. And it helped pay for being Spider-Man in the first place! The costume and webbing chemicals were not cheap.

All in all, Peter was feeling pretty good about himself. Which would make what happened next all that much worse.

Peter had been doing his nightly video and stopped outside an old wrestling arena where they were holding some kind of promotion. From the looks of it, you had to stay in the ring for three minutes with the star attraction and you would win a thousand dollars. Peter had never heard of 'Crusher Hogan', the alleged star, and he figured that the arena must be in trouble if they had to pay people to fight their star. Oh well. It wasn't his problem.

Peter dropped down into an alleyway and changed out of his costume into his street clothes. That had been a problem he had to figure out early on; he couldn't keep a spare set of clothes underneath his costume and was afraid that leaving his clothes behind would invite somebody to steal them. Fortunately the drone had fixed all of that, for the drone could carry Peter's clothes. All Peter had to do was find a convenient spot to drop down in, grab his clothes off of the drone, and change. Presto! Instant Peter.

This time, however, Peter's dressing routine was interrupted. The wrestling arena had a side door leading into the alleyway, and out of it burst a man. A man who had clearly just robbed the arena of that night's take, judging from the bulging bag of money that he was holding tightly. Peter watched the guy go. Following after him came two armed guards, both of whom fired into the empty night. But the thief was long gone.

"Shit!" one of the guards said.

"That's putting it mildly," the other one said. He spotted Spider-Man. "Hey! You in the costume! Why didn't you stop that guy?"

"What do I look like, a cop?" Peter answered. "Why didn't you stop him? It being your job and all?"

The first guard didn't like Peter's comments and made as if to charge the webslinger. The second guard held him back.

"Get out of here," the second guard said, his voice full of contempt. "Guy who only cares about himself ain't welcome on my block."

"Guy stupid enough to stick his neck out for people ain't welcome on mine," Peter retorted before swinging away.

What did that guard know, anyway?

Peter found another place to change and then made his way leisurely back home, whistling all the while. It had been a good night, and he had gotten some great footage. He would edit it in the morning before school and then upload it when he got home. It would be great!

Peter was so lost in his daydream that he walked right into the police line. The sudden stop shook him out of it, and he looked down to see the distinctive yellow tape stretched across his belly. For a moment, he wondered if he had taken the wrong turn somewhere.

A quick glance disabused him of that notion. Peter felt his stomach drop out through his feet.

"Aunt May!" he screamed. "Uncle Ben!" He ducked underneath the tape and raced through the crime scene. He was in his aunt's arms before the cops could stop him.

"Oh Peter," she cried as she hugged her nephew tight. "Oh Peter…"

"You must be Peter Parker," another voice said. Peter turned to see an older man, lean and gaunt and with grey hair staring down at him. The man wore a dark blue suit with a white shirt and black tie. A badge stenciled onto one of the suit pockets identified him as a cop.

"That's me," Peter answered.

"Peter, I'm Captain George Stacy of the NYPD. I'm afraid I have bad news for you, son," the cop said.

"No," Peter said. Captain Stacy continued:

"A burglar broke into your house tonight. Your uncle surprised him and the burglar shot him. I'm sorry. He didn't make it."

"No!" Peter screamed. Captain Stacy shook his head.

"I'm sorry, son. I really am. I wish there was a better way to break it to you. But there isn't. Don't worry, we'll get him. We've had our eye on this slug for some time, and this isn't the only place he's broken into tonight. We'll stop him."

Peter burst into tears. Aunt May hugged him tighter. Another figure rose up from beside Captain Stacy, this one both larger and much more unkempt. He looked a lot like Flash Thompson, except that he had none of Flash's humanity or warmth.

"We got him, Captain," this other officer said. "He's holed up at the old Acme warehouse at the waterfront. He can't escape us now!"

"No, but he can hold off an entire army in that place," Captain Stacy said grimly. Turning back to Peter and his aunt, Stacy said: "Don't worry about anything. We'll get him."

"Thank you, Captain," Aunt May said. "But that won't bring my husband back!"

"No," Stacy admitted. "It won't." And then he and the other officer left.

Peter waited until Aunt May was asleep before sneaking out in his Spider-Man costume. He didn't need to wait long; Aunt May had cried herself to sleep almost as soon as the cops had left. That left only one bit of business: revenge!

Peter knew the old Acme warehouse as well as Captain Stacy did. It had been the front for Russian terrorists coming into the U.S. and as such had indeed been designed to hold off an army. Once President Clinton had been sworn in, she had immediately sent Special Forces after the place. The result had been a three-week stand-off, only finally resolved by Colonel Nick Fury's expertise. As a reward, Col. Fury had been shipped off to the Middle East while Hilary had reaped all the rewards. Peter figured New York should have been grateful; had Trump won, he probably would have nuked the place. Or given the terrorists inside total control of New York, given the revelations about him that the FBI were now releasing.

It didn't matter. The Russians had never built their front to keep out such a fantastic character as Spider-Man. Why should they? People like him didn't exist, according to Russia. They were figments of American imagination, nothing more.

And that belief gave Peter a major advantage. For while the cops kept the murderer busy, Peter could slip inside and confront Uncle Ben's killer!

And that is what he did. After racing across town, Peter found that the cops still had the warehouse surrounded. He wasn't surprised; the police would not be eager to rush the warehouse and the murderer wouldn't be eager to rush into the police. It was time for Peter to act.

Peter found the perfect spot from another warehouse rooftop to swing into. He fired a web line onto the Acme roof and, after a few experimental tugs to make sure it was attached securely, swung in through the window. Peter landed with a soft thump, rolling to his feet as he did so. From what he could tell, nobody had heard him. He leaped onto the ceiling scuttled forward, searching for the murderer.

Peter found his prey, leaning against the wall between two of the warehouse windows. Peter guessed that the killer was trying to avoid giving a sniper an easy target, but it wouldn't help him against Peter's wrath.

"Just a little longer," the murderer muttered, just loud enough for Peter to hear. "I just got to hold out for a little longer. Once it gets dark enough, I'll be able to escape." He didn't sound very sure of that to Peter, but Peter didn't care. Peter would make damn sure he didn't escape.

"You'll never escape again, murderer!" Peter yelled as he swooped down upon his enemy from the ceiling. The killer was startled, but he had enough presence of mind to shoot at the red and black figure coming down on him. Unfortunately for the killer, surprise had ruined his aim; he fired just past Spider-Man's shoulder.

Fortunately for the killer, Peter's aim was not much better. He landed just short of his prey, who vamoosed.

"There's no place on Earth you can hide from me!" Peter said as he chased the killer into a corner. The killer whirled around and steadied his gun, but Peter was too quick for him. Peter shot a web line into the killers gun and jerked it way. Then he set up the killer with a vicious right hook. That was the last blow Peter got in, however, as he got a good look at his prey's face.

"Oh God!" Peter breathed. It was the burglar he had let get away earlier, the one from the arena! He had killed Uncle Ben!

Peter sat down and cried. He didn't know what else to do.

"Listen, George, I have the utmost respect for you," the SWAT team leader said. He was big, black, and impatient. "But we've heard gunshots from inside the warehouse. Plus the sounds of a struggle. I'm telling you, we have to go in!"

George Stacy grimaced, but nodded. "You're right Frank," he said. "Gather up your team and…"

"Captain! Look!" one of the other officers shouted, pointing towards the warehouse windows. Both George and Frank turned around to look and saw the most peculiar sight. Their prey was being slowly lowered down from the warehouse window with what looked an awful lot like a spider's web. As the killer got lower, they saw that he was wrapped up in the same substance.

"Now what the hell do you make of that George?" Frank asked.

George shook his head. "It's a weird world Frank," he said. "We're just living in it.

Author's Notes:

Well here it is, the first chapter of The Amazing Spider-Man! I took the structure and general plot of the story straight from Amazing Fantasy #15, hence the chapter title. There's been some modernization and some switching around of the plot, but otherwise I didn't do much to change the Lee/Ditko original. See you next time, true believers!

The Amazing Spider-Man created by Stan "The Man" Lee and Steve Ditko. Uatu the Watcher created by Stan "The Man" Lee and Jack "The King" Kirby. John Constantine created by Alan Moore.