The Spider-Man Chronicles is retelling of Spider-Man. This story is most based on the Spectacular Spider-Man Cartoon although elements from the 616 Universe, the Ultimate Universe, and many other Spider-Man properties have been utilized. This chapter has been remastered as of August 16th 2012 keeping the original tone and story direction, but slight tweaks have been added.

More chapters will be edited and the date they have been edited will be put at the top when they are posted. Stick around at the end of the chapter for some director's/author's notes.

Chapter One: The Mandatory Origin Story Part I.

"And Parker if you ever show me up during class again, you'll be stuffed in that locker," grunted Flash Thompson as he shoved fifteen year old Peter Parker backwards and slammed him against the locker. The larger boy had two hand fulls of Peter's shirt. "Make me look stupid…"

Despite his situation, Peter could barely resist. He retorted. "Actually, Flash, evolution has long since beaten me to the punch with that one."

The science prodigy paid for that one as he was thrown to the floor. Many watched and few seemed to want to get involve. Why would they?

Flash Thompson was the beloved hero of the previous Football Season. He lead the Midtown High Football team to a state championship. Peter Parker was just a misfit who just managed to be smart.

"Watch it Parker!" snapped Flash but amusement appeared on his face as Peter scrambled to his feet. He taunted. "Ah, has Puny Parker fallen and can't get up?"

At this point, an attractive blond haired girl arrived and stepped right in front of Peter. She was Gwen Stacy, one of Peter's best friends for years and she was rather protective of him to say the very least. As she got into the face of the boy who was twice her size. "Back off, you thug! It isn't Pete's fault you don't have two brain cells to rub together!"

"Sixteen years old and still the stereotypical bully from every show on television," thought Gwen as she looked at Peter.

Flash recoiled as several members of the crowd snickered at his discomfort. He opened his mouth to say something. A teacher walked onto the scene and even Flash knew not to try something.

"Later Parker, you can't behind a girl forever," said Flash before he moved away. The other members of the crowd walked away.

The teenage girl bent down and checked on her friend, with a smile.

"Okay, Peter?" asked Gwen with concern as she looked at her shaken friend.

"Yeah, don't worry about me, Flash is just displaying his wonderful personality," replied Peter as he adjusted his glasses. "At least he didn't give me a black eye this time, maybe he's softening. After all these years, I still don't get what his problem is."

Gwen sighed. She loved her friend but there were times where he was a bit too nice. "Pete, he keeps bothering you because you just sit there and take it. You need to stand up for yourself, you know be more assertive.

Peter frowned at this statement and was on the defensive.

"You're saying I'm not assertive?" asked Peter "I mean, I suppose you could be right, but that's just how I am. I don't want to cause any trouble."

Gwen sighed as she turned to look Peter right in the eye.

"That's the problem, people like Flash only understand one thing, physical force," answered Gwen. "Why do you think he's so good on the football field? Because he's so aggressive, but you don't have to take it. You're better than that, you're better than him."

"Flash giving to you problems again, Pete?" asked a voice which caused Gwen and Peter to turn around, to see their other friend, Harry Osborn leaning against the wall in his usual lazy expression.

"Wow, Harry, you actually showed up to school today," replied Peter and Gwen laughed.

"Yeah, had nothing better to do, besides Dad decided to take an interest of my life, it tends to happen every now and again," said Harry. "He found out all the time that I missed and…well he wasn't too thrilled. Now I have to spend every moment of my free time outside of school with tutors to get me caught up."

"I told you your attitude would come back and bite you in the end, Harry," said Peter and Gwen responded with a nod.

"Hey, it's not my fault that some people don't find school as interesting as you two do," said Harry as he looked at his friend, all serious. Well serious as Harry got anyway."You know, Pete, maybe if you loosened up a bit, maybe Flash wouldn't be giving you hell every time you turn around."

"Don't know if that would happen, but Aunt May and Uncle Ben wouldn't be happy with me if I slacked off in my studies," said Peter, with a shrug of his shoulders before something struck him. "You know Harry, I've know you for years, but I don't think I've ever met your dad."

Gwen nodded. "Yeah me neither, I mean I've seen him in pictures, but it's not like he's an easy man to get a hold of."

Harry just looked extremely tentative and evasive.

"Harry?" prompted Gwen.

"He hinted that he's picking me up after school to make sure I went, so if you're lucky, you might see him," said Harry before he turned away from the other two teenagers. "If lucky is the word you want to use to describe meeting my father."

"Did you hear about the exhibit they're having at ESU this weekend?" asked Gwen, abruptly changing the subject and Peter's spun around with interest, nodding. "A great scientific breakthrough, this could revolutionize the world."

"I know tell me about it, genetically altered insects and arachnids," answered Peter and Harry just pulled a face.

"You mean to tell me you two are excited about a bunch of bugs?" asked Harry as he shook his head. "Friends or not, I'll never get you two sometimes when you geek out about stuff like this."

"Not just any bugs, they've been genetically modified to be much stronger to defend against predators, not to mention the fact this could lead to further studies being done and it can lead to curing diseases," rambled Gwen in an excited voice. "We could be looking at something that might change the entire face of genetics."

"Not to mention Professor Warren has been studying this for years, he's a genius on this," added Peter, who was practically ecstatic.

"Warren?" asked Harry as he screwed his eyes up, sudden recognition dawned on him. "As in Professor Miles Warren?"

Peter nodded. "Yes...that guy. Why have you heard of him?"

"He worked for Dad for years," answered Harry. "Not exactly all there in the head, he had a couple screws loose, Dad had to let him go, I heard he was a bit obsessed with cloning."

"Well he's not without his quirks," agreed Peter not quite sure what to believe of this information. "All great scientists have them."

"Maybe," said Harry as they heard the warning bell for the final class period of the day. "Still, not like I'd get to see this amazing scientific breakthrough, Dad has my entire weekend and maybe the rest of my life booked for all I know."

"Just hang in there, Harry, you'll bounce back," said Peter and Harry just shrugged off his friend's encouragement.

"So, Pete, maybe we should check out that exhibit," suggested Gwen. "You know, it'd be a fun thing to do."

"If you want to," said Peter with a smile.

"So it's settled, it's a date," replied Gwen, but she then blushed when she realized what she said.

Norman Osborn was not a patient man at any time but when his time was monopolized by petty things way below his notice, he tended to be less patient.

He walked across the lobby of Oscorp Headquarters, cold and indifferent. Osborn prepared to pick his son Harry up for school within the next hour, before he dropped him off with the arranged sessions with his tutors.

He wished that his son had not been such a disappointment, lacking the ambition to even give the minimal amount of attention towards his studies.

Norman reasoned that this was no fault of his own. There was something simply lacking with the boy.

"Mr. Osborn, sir?" asked a nervous character with reddish brown hair and glasses. "A Wilson Fisk is here to see you, sir."

"Send him in, Menken," ordered Norman briskly and Menken nodded, before he moved forward.

The CEO of Oscorp stood, having no clue what Wilson Fisk could possibly want at this time, but knowing Fisk, it could hardly be anything that would benefit Norman.

He looked calm and collected as a bald rotund man wearing a white suit stepped forward, with an armed bodyguard on either side. Not that he needed them, he was strong enough to rip anyone apart personally who tried something with him, but Wilson Fisk rarely dirtied his own hands.

Norman stared down the man respectful but not fearful. "Good afternoon, Wilson."

"Hello, Norman," said Fisk as he stared back.

"Might I ask you what business you have at Oscorp?" asked Norman.

"Norman, my dear boy, there is no need to be hostile, I do like to check up on the business I own a sizable interest in from time to time," said Wilson in a polite and professional tone of voice. His voice commanded authority all of the same. "Especially considering recent accidents that have made their way into the news cause me grave concern as a stockholder."

"Mendel Stromm's untimely demise was of no fault of mine, the poor man dropped dead of a heart attack, contrary to what misguided rumors you may have heard, Wilson," said Norman in an icy voice. "The man was getting on in years and it's a shame that he passed, he was an old teacher of mine. A great mentor and that's not a compliment I give lightly…"

"A great mentor with an experimental formula that could add millions of dollars to your fortune with the right buyer, providing of course he was out of the picture and you didn't have to give him royalties," answered Fisk and Norman did not bother to respond. "Naturally I'm not accusing you of any wrongdoings Norman, but the fact of the matter is, the fact that these rumors exist give Oscorp a bad reputation. Still, there is one thing that I wish to know, Norman. The formula that Stromm was working on, while I know of its existence, I'm unsure of its capabilities."

"It was a super performance enhancer, but I assure you it was highly unstable and extremely addictive," said Norman evasively. The truth was he had worked on modifying the formula. Stromm's initial work was a decent base, but there was still much work to be done. "The entire project has been thrown out."

"A pity, but I'm sure you had your reasons," said Fisk as he eyed Norman suspiciously. "I do hope that no more deaths occur. It would be most unfortunate for business. I might have to ask the other shareholders to step in to take a nice close look at Oscorp or to be more particular, it's management."

"Is that a threat, Wilson?" asked Norman.

"No, merely a friendly warning," said Fisk. "I would love to chat about old times but I do have other businesses to attend to. "

Norman remained in the shadows."You may be taking a bit too much on, Wilson. Best be careful, someone could take you down a peg."

"If someone tries, they would be far from the first," said Fisk as he remained nonchalant. "Good bye, Norman."

"Farewell, Wilson," said Norman as he watched the man walk away with narrowed eyes before he turned and walked down to the door where his limo waited.

Wilson Fisk sat back in his limo deep in thought. He was a man who was known to the word as a charitable philanthropist and a respected business man but there was another side of him.

He was feared in the New York criminal underworld as ruthless Kingpin of Crime, a position that he steadily held for the past fifteen years, after orchestrating an overthrow of the former lead crime boss of New York, Silvio Manfredi. While Manfredi withered away in prison, Wilson Fisk enjoyed the trappings of power of being a crime boss.

Soon he would gain control of Oscorp and the Kingpin of Crime would use its vast resources to spread his criminal empire beyond his current scope of influence.

Harry quickened his pace. He looked over his shoulder as Peter and Gwen hurried to keep up. His friends and his father, he was not really sure if he wanted them to meet. Two worlds like that should not collide.

Granted, there were few difficulties with that. Norman left Harry in the care of butlers and family servants for years. He feared his father would not approve of his friends. Also, Harry was scared his friends would be scared away by his father's eccentrics.

"Hey, Harry, wait up!" called Gwen in frustration.

"Maybe it's just me, but Harry's trying to lose us," muttered Peter under his breath as they sped up and dodged around the crowd.

As Peter and Gwen walked through the door. Harry was off in the distance, pace quickened as he craned his neck, seeing his father waiting outside the limo. This caused Harry to wince.

"Hello son," said Norman as he studied his son and took note that the boy seemed to be in a particular hurry to leave. "How was school?"

"Fine, Dad," said Harry in a cal voice.

"Just fine, Harry?" asked Norman with a raised eyebrow before he lowered his voice so only Harry could hear. "Surely after the discussion we had yesterday, I would have assumed you would take a more ambitious approach towards your studies."

"Yes, sir," replied Harry in a dull voice as he saw that Peter and Gwen arrived and his father's full attention devoted towards them.

"Your friends, I take it?" asked Norman with calm indifference.

"Yes, sir," said Harry as Gwen and Peter approached closer.

"Well aren't you going to introduce me to them?" asked Norman never breaking from his calm tone of voice. "Or are you ashamed of your old man?"

"Gwen, Peter!" called Harry with forced excitement. "Guys this is my father, Norman Osborn. Dad, these are my two best friends, Peter Parker and Gwen Stacy."

"Pleased to meet you, Mr. Osborn," said Gwen in a polite tone of voice.

"Same here sir," said Peter but Norman's attention turned towards Peter, as he brushed off Gwen with frosty indifference.

"Peter Parker?" asked Norman in surprise and great interest. "Surely not the same Peter Parker who has been regarded to be one of the most gifted Science students to come out of Midtown High since myself."

"Well I don't know about that Mr. Osborn, but I do hold my own," said Peter modestly.

"Don't be so modest Peter, I've heard nothing but the best about you from my acquaintances on the teaching staff," said Norman in a stern voice. "Keep up this quality of work and you'll be heading towards big things. The college of your choice with your intellectual gifts and maybe we'll be working together in a few years. We could use a few gifted minds like yours at Oscorp."

"Thank you, sir," said Peter in surprise, from what he gathered, this was high praise from Norman Osborn and he watched Gwen hovered in the background and Peter frowned.

"So you've been trying to keep my son on the straight and narrow," said Norman as he looked at Harry with disappointment.

"I do what I can," said Peter and Norman responded with a nod and a knowing, if slightly twisted, smile.

"Well that's all we can hope for, but even people as brilliant as us can be frustrated when working with inadequate material," said Norman as he looked at his embarrassed son and then checked the time. "I have to leave, Harry's tutoring session is going to begin in ten minutes. "

Norman gave a chuckle. "They're not the type of people I would want to keep waiting.

"Right, I'm sorry to waste your time, Mr. Osborn," said Peter but Norman waved off his apologies.

"Don't apologize Peter, it's always a pleasure to talk to a bright young man such as yourself," said Norman in a cool voice. "Maybe Harry could learn from your example yet."

"Right, good bye Mr. Osborn, good bye Harry," said Peter brightly but Norman just responded with a brisk nod.

"Bye Harry!" called Gwen with forced brightness.

"Bye, Gwen, Peter," muttered Harry as he sat in the back seat, fearing a lecture about the quality of his friends.

"So, Harry's father," said Peter as he watched the Osborn limo drove into the distance.

"Gives me the creeps," said Gwen as she shivered. "Maybe it was better off for Harry that he's not around all of the time."

"Don't like him much either, but at least Harry's nothing like his dad," said Peter.

"Thankfully," agreed Gwen utterly appalled by a miniature version of Norman Osborn running around. "We better get going."

"I'll walk you home Gwen," said Peter suddenly, unaware of where that quite forward request came from.

"Why, Mr. Parker, people might think there's something going on between us," teased Gwen with a smile.

"I could do worse, Ms. Stacy," retorted Peter but he turned around and confused.

"Peter has potential, it's something that you are quite frankly lacking, Harry," remarked Norman with a critical look at his son "The girl on the other hand, well I don't know if I approve with your friendship with her. She just appears to be an unneeded distraction at a crucial time in your life."

Harry just sat in the back seat of the limo, stewing. He could not believe his father had torn him down in front of his front of his friends.

"Gwen's not a distraction, in fact we're just friends," said Harry and Norman just turned to his son with a raised eyebrow. "I'd be lying if I didn't find her attractive, but it just wouldn't work out."

"And why wouldn't it work out?" asked Norman, as while he had misgivings about Harry being friends with this Gwen Stacy, he was appalled by his son's attitude. An Osborn never thought of themselves beneath a female.

"Dad, please, it just wouldn't," muttered Harry.

"Tell me why it wouldn't work, son?" asked Norman a bit more forcefully as he stared down his son without blinking.

"She and Peter…well they're not officially….but it's like…neither of them want to make the first move," said Harry in an awkward tone of voice.

"I see," said Norman in a stiff voice. He would never understand teenagers for as long as he lived as the limo came to a stop. "The tutors would be waiting inside Harry. I'll be in meetings all night but I'll see you in the morning. Do work harder than you ever worked before and don't embarrass me."

Harry exited the limo, fists clenched, wishing he could stand up to his father but he could not do it. He walked inside. The young man's feet dragged and he was resigned to his fate that he would not have a moment of free time for the foreseeable future.

"Bye Gwen, see you tomorrow," called Peter as Gwen walked towards the house.

"Bye Peter, stay safe," replied Gwen as she opened the door, watching Peter walk off before she turned her key into the door and slipped inside, to see her father, George, sitting at the table. "Hi, Dad!"

"Hello, Gwen," said George as he looked tired, at least twice his age. Being the Captain of the New York City police force had taxed him recently, because of how short handed they had been recently.

Two of his best men retired recently and another one had been shot by a gunman who had been working for the mysterious Kingpin. The investigation of the mob boss had hit every wall imaginable and they were back to square one.

Yet he turned to his daughter. "And how was your day?"

"Great, Dad," said Gwen happily. "Yours?'

"More of the same, I don't really want to burden it with you Gwen," said George with a sigh. He admitted that he had thrown himself into his work over the past couple of years, after the death of his wife. "So how are things between you and Peter?"

"Well we're still friends if that's what you mean," said Gwen evasively and George just looked at his daughter.

"He's a good young man, Gwen, which is something that's really rare these days," said George, indeed if it would have been any other boy that Gwen had shown interest in, he would be polishing his gun.

"Yes, Pete's one of a kind," said Gwen shaking her head to clear her thoughts regarding one Peter Parker. He was not without his flaws certainly, but overall he was selfless, willing to stand by his friends, even if he had difficulty standing up for himself.

Cute too in his own way but that was an added benefit on top of his personality more than anything.

"Hey, Parker, looks like your little blond protector isn't here to save you now, so we can finish what we started earlier!" called Flash Thompson which caused Peter to wince, grabbed by the collar of his shirt, as a few of Flash's friends watched with glee. "Don't know what she sees in a little twerp like you anyway but that doesn't matter."

"You know Flash, I'm a bit tired of you…" stated Peter but Flash shoved Peter down to the ground. Peter winced at the scraped elbow.

"You know Parker, it's like you think you're better than me sometimes," said Flash gruffly, as his friends watched.

Peter tried to scramble to his feet as Flash stood off with Peter but suddenly Flash and his friends stiffened and Peter looked over his shoulder, before he sighed relief.

"Is there a problem here, boys?" asked Ben Parker, as he looked from the boys to his nephew on the floor.

"No of course not, Mr. Parker," said Flash in what he thought was a winning tone of voice. "Me and my good buddy Pete we're just fooling around, man Pete that's a nasty scrape, you better get that looked at. That looks like it sucks."

Ben Parker might not have been smart as his nephew but he was no dummy. He turned to the boys in question. "I think you boys better head on home."

Ben put his hand on his nephew's shoulder and stared down the older boys.

Flash gave him one final smile. Peter winced, knowing the taunting he would have go through tomorrow at school.

Ben looked at his nephew seriously."How long have those boys been giving you trouble, Peter?"

"I could have handled that Uncle Ben," said Peter but Ben just looked at his nephew. "It's nothing, just every day, Flash likes to show off, I'm sure he really means nothing by it."

To his credit, Ben did not pressure the issue. Parkers tended to be stubborn after all.

"Let's get you inside, Peter, your aunt should be finishing dinner," said Ben as he steered Peter inside and sure enough, as they entered the kitchen, May Parker was standing in the kitchen, looking rather worried but her expression brightened when she saw Peter.

"Peter there you are, now where have you been, you know I worry," said May as she fussed over Peter immediately. Peter felt satisfied that his aunt did not really see his elbow right away, she would only worry.

"Sorry about that Aunt May, I was walking Gwen home and I tried to get back as soon as I can, I didn't mean to worry you," said Peter apologetically.

"Oh that's sweet of you dear, I know you didn't mean to worry me, but you how I get," said May, before she turned and walked into the other room, where the television had been left on.

"…embittered former special effects artist Quentin Beck was quoted in saying that most artists today would not know how to utilize special effects dramatically if it bit them in the…" stated a news caster on television before it was silenced.

"Peter, you do know that you can talk to me about anything, right?" asked Ben in a nonchalant manner. For years, Peter told him everything but now much like most teenagers, Peter had been a bit more secretive about his life.

"Of course I do, Uncle Ben, but it's nothing," said Peter stubbornly.

"Just like your father was at that age," muttered Ben to himself, shaking his head. "Just remember Peter, you could be a little more assertive, show those boys that you won't put up with what they're putting you through."

"Gwen told me the same thing," said Peter swiftly.

"Smart girl that one," said Ben with a nod.

His nephew was a good boy, smart as a tack but he tended to lack the assertiveness to stand up to himself.

May re-entered the room, pushed a newspaper to the side, as the Parkers ate dinner.

"Welcome to Empire State University!" boomed an excited voice as Gwen and Peter made their way through the crowd, where several exhibits were set up but the main attraction was the exhibit of genetically altered insects and arachnids. "Thank you for coming out today, we have a real treat for you, one of the foremost experts in genetics in the field today, Professor Miles Warren."

Polite applause as Warren made his way towards the glass case, looking business like and completely serious, as the vast majority of the crowd gathered around.

"With years of intense study, I have begun to unlock the key of genetically altering insects, " lectured Warren in a dry tone. "They're stronger, more endurable, and could defend against predators, almost with another sense."

The crowd awed and Warren continued. "With extensive tests, a serum has been created and introduced into the insects that genetically alter their DNA to be stronger, faster, much more durable. With more time and more tests, the serum could be further developed to be introduced into more advanced forms of life and it is my theory that in time, it could unlock the secrets to curing many previously incurable diseases in humans and evolve them to their full genetic potential."

"Excuse me Professor Warren," called a man in the middle row. "But aren't you concerned of the ethical implications of tinkering with the DNA of living organisms? Many would call it unnatural."

"Many would call moving pictures watched in a box witchcraft a century ago but television has been introduced into our society and is a prominent part of it, for better or for worse" countered Warren. "Granted there are some risks, there always are risks as any true scientist knows but I feel the long term scope of this project will cause great things."

"Have there been any side effects in the creatures you've introduced the serum into so far?" asked another voice.

"Side effects, yes, the serum was not perfected during the first two rounds of testing but this third batch has withstood the modified serum," said Warren. "I assure you that should the serum ever get the stage where it could be utilized on humans, it will be tested to its fullest extent."

Warren cleared his throat, brushing off several other questions, as he watched the insects move around, with no side effects so far.

The first batch had lived an accelerated life, decomposing almost instantly when the serum had been introduced to them. The second batch had spontaneously combusted but this third batch was strong and enduring. They had been alive for weeks.

Warren pulled out a spray can and sprayed it into the case but the insects appeared none the worse from wear.

"This insect killer has no effect on my insects," said Warren as he sprayed a nearby fly on the wall, showing that the spray was indeed legitimate when the fly landed off the wall.

"Can anything kill them?" asked Gwen, her curiosity piqued.

"Normal means used to kill insects is rendered ineffectual but yes, they can be killed just as any human could be," said Warren with a dry chuckle. "We can't make the invincible, especially if the serum is spread to the offspring, the number of insects multiple an accelerated rate. And then within a few weeks they will…"

Warren was stopped when a man in a suit exited from a door behind him and whispered something into his ear. This caused Warren to be thrown off.

"Feel free to take a look at our specimens and once I return, I'll answer any further questions," said Warren as he turned before briskly walking off, as the group turned around.

"Look at that Gwen," muttered Peter as he watched a spider in one of the case do a series of acrobatic moves to create a web that he was certain was not even possible.

"Oh that's cool, if a bit unnatural," said Gwen as she watched the spider, with a fascinated expression on her face. The other insects were okay, but the serum appeared to enhance the abilities of the spiders beyond everything else. As she watched them, something caught her eye. "That's odd."

"What's odd, Gwen?" asked Peter, turning to her.

"According to the sign, there's sixteen spiders, but I only see fifteen," said Gwen quietly, counting to make sure she had not missed one.

"I'm sure it will turn up," said Peter, but he turned, seeing a furry little black spider crawling up his arm and he muttered, eyes widened when he realized. "The missing spider…"

That was about the only words Peter uttered, before he felt a sharp pain.

The spider had bitten him and it was quite different by any bite he had ever experienced. His arm felt as if it was on fire briefly before his body went numb, as he staggered.

"PETER!" shouted Gwen as the sight had given her heart palpitations.

Peter staggered around the lab, attracting a the attention of more than a few bystanders but he somehow managed to summon the strength to move forward.

Gwen followed behind him and nearly tripped over her feet at her haste to get to him, eyes widened in horror "Peter, please speak to me, oh my God, you really don't look good."

"Don't feel good either," gasped Peter as he felt his entire body size up, he felt the urge to throw up but somehow his body would not allow him to as he staggered and slumped against the wall.

Gwen tried to catch him to break his fall, but she only managed to partially help him to the ground. Her ears perked up as she heard movement on the other side of the door.

"Someone please help, there's been an accident, my friend…he's really sick," said Gwen her lip trembling straining to maintain her composure, it was so hard not to completely freak out

. One minute Peter had been talking to her like normal and they were enjoying their day, the next second Peter was in pain and barely conscious, not to mention the fact he looked dreadfully pale and sweaty.

"Just stay calm, I'll call an ambulance," said the security guard as he turned but Peter gripped Gwen's hand.

"Please don't leave me, Gwen," rasped Peter in a weak voice. "I can't move…it hurts too much…"

"Peter, don't worry, I'm here, someone's getting help, don't worry, everything is going to okay," said Gwen as her voice trembled as she squeezed Peter's hand lightly but she felt his body thrash violently. "Pete…please don't die on me Peter, hang on, I know you're strong enough to fight this…someone's coming, you can't die, not now."

The girl looked forlorn as she wrapped her arms around Peter. Gwen tried to offer him what little comfort she could, despite the fact having little to offer herself. It tore her up inside to see him in this state but Peter's violent shaking ceased slightly.

He was still pale, a hand to his forehead revealed that he was burning up and he was breathing was extremely shallow.

"I'm going to die," whispered Peter. "Before I tell…"

Peter's voice was silenced, as he appeared to be too weak to even say one more word.

"Now you're not going to die Peter," muttered Gwen in an attempt to convince herself as much as Peter. "You're just too stubborn to…besides help is the on way right now, the paramedics are here, you'll get to the hospital, everything will work out just great, this will be just a memory, you're be better, you have to be."

Gwen turned and wiped the tears away from her eyes, but maintaining a strong resolve. She had to be not only for Peter, but for his aunt and uncle when they found out the horrible news about what happened to their nephew.

Paramedics entered the room, serious expression on their face.

"It will be okay Peter," muttered Gwen, reluctantly withdrawing her hand from his, as the paramedics moved in to do their job, before she muttered. "You have to be okay."

Time for some director's/author notes for Chapter One of the Spider-Man Chronicles.

Scene One. In this scene, we meet Peter Parker, Gwen Stacy, Flash Thompson, and Harry Osborn. It does amaze me how much of the dynamic of the main characters was set up in these early arcs. Flash Thompson's antics seem nearly endearing given the more real world bullies that show up when mutants are brought out. Gwen/Peter dynamic really has been established in the first scene and continued for the rest of the story.

Scene Two. We meet Norman Osborn. We'll get to know him all too well later on. We meet Wilson Fisk, another man who we'll know all too well. Obviously inspired somewhat by his 1990s show counterpart. At least that's the voice I hear in my head when I write him.

Scene Three. Gwen and Peter meet Norman. Norman's interactions with all of them speak for themselves and how he regards Gwen, Peter, and his own son.

Scene Four. More Norman and Harry interaction. You can feel the chill. In some small way, Norman does care, but given his own upbringing, he has trouble expressing that in a way that does not come across as negative reinforcement. Harry's frustration built more.

Scene Five. We meet Captain George Stacy and establish the problems that the NYPD have been having with the Kingpin and his activity. Sadly, that's a rather real world issue about understaffed police departments being unable to cope with crime waves. But that's politics.

Scene Six. We meet Uncle Ben and Aunt May. Spot the future villain cameo in that scene, it was small. The dynamic there speaks for itself I think.

Scene Seven. Pretty big scene right there for the obvious reasons. The spider makes its triumphant appearance.