DISCLAIMER: I in NO FORM OR FASHION OWN ANYY OF THESE CHARACTERS ALL CREDIT GOES TO MARVEL AND STAN LEE; I am not Making ANY Money off of this in no way or form, so please do not sue, I ask again please do not sue.

Chapter 1: How it all Began

The past: Five Years Ago

The Lounge Café was a small diner that was located in a part of New York City where high class people generally do not attend. So it was with great annoyance that Norman Osborn found himself sitting in the diner waiting for his 'special guest' to arrive. Norman Osborn's name has been floating around New York City for years, he has a vast reputation for being ruthless, underhanded, and something of an asshole, but despite his shortcomings his clients knew that Oscorp's weapons and technology products were one of the best on the market. A fact that Norman loved to throw around when meeting new clients, but every now and again Norman would run into a well educated client who would than remind him that while he is good he is not the best, a fact which boiled his blood to no end.

Norman Osborn is a man that prides himself on two things, the first: Being the best no matter what, and The Second: being in control of everything, which is why his company has the potential of becoming the best. There were only four factors that contributed to his company falling short of that title and those factor's were: Wilson Fisk, Silvio "Silvermane" Mafreddy, L. Thompson Lincoln, and Tony Stark. These four individuals, his so called competitors were starting to become a major thorn in his side, these Neanderthals as Norman would call them were trying to make a play for his company, trying to intimidate him into submission. Little did his competitors know that Norman Osborn would not be intimated by people that are beneath him, nor would he cease trying to achieve his goal of being top weapons supplier.

Being the intelligent man Norman was he knew that biding his time right now is the best way of achieving his goals. The reason being is that while Norman has a remarkable bank account his resources did not extend as far as his other competitors, but things do and will change, which is why Norman found himself sitting at this pathetic excuse for a diner waiting for his guest. The key to toppling his competition could very well depend on this meeting with his guest.

'Damn it where is he' thought Norman as he looked at his watch for the 5th time, 'this Asshole is doing this on purpose' taking a sip of his coffee.

Putting his hands over his face Norman tried to calm himself and mentally prepare for his conversation with his guest. Finally calming himself, Norman took his hands away from his face, but then he noticed something strange, the diner suddenly went from crowded to empty. The people that were in the diner just suddenly vanished, turning to look behind himself, Norman saw that the couple behind him in the booth were gone as well. Turning back around in his seat Norman Osborn came face to face with his 'special guest'.

"Colonel Nick Fury a pleasure to see you again" said Norman

"Hello Osborn" Fury replied.

Colonel Nick Fury stood at 6'2 weighing in at 220lbs well built; he was a bald black man with an eye patch covering his left eye. Around the world he is know as the top cop in the U.S. government. Depending on who you ask his name is praised for being a patriot and being willing to do anything for his country no matter how shady it seems and he was hated for the exact same reason he was incorruptible when it came to country.

"Can't say I'm thrilled to meet you at such a rundown establishment" said Norman

"I hope you don't expect an apology" Fury replied.

" Of course not, not from top cop Nick Fury" said Norman in a mocking manner.

"Cut the Bullshit Osborn, I'm a busy Man" said Fury

"As Am I Fury, so lets cut to the chase why am I here" Osborn stated.

"Before I begin I just want to tell you that everything I'm about to tell you is beyond top secret and if you utter a word about our meeting or this information I tell you, I will bring you up on treason and have all of your assets frozen, your company dismantled, and you locked in chains and thrown in a hole for the rest of your life, without a trial" said Fury in a threatening tone.

"Fury you can cut the theatrics, I get the point silence is key, you have my word, so I ask again why am I here"

"It's like this Osborn two months ago we got wind of a spy in our organization. He goes by the name the chameleon, he's on Interpol's most wanted list and has been for years and with this stunt he's on my list as well. We were able to set up a trap for him by feeding some fake info, but the bastard was able to escape with his objective." Said Fury.

"And exactly what was his objective" asked Norman taking another sip of coffee.

"What else to steal info" replied Fury.

"I'm guessing it's more to it than that" said Norman

"Of course, the info the chameleon was after were on the Weapon X program and the last remnants of the super soldier formula that created Captain America" said Fury.

"Shit, please tell me you people at Shield do not keep that kind of thing on file just lying around" asked a Shocked Norman.

"Give my organization a little more credit than that Osborn of course not, there is only one place to get the super soldier serum, and what was left of the info on Weapon X program were in several places" replied fury.

"I'm confused now I thought the super soldier formula was destroyed and I thought all traces of the weapon X file was erased" asked Norman.

" I have question for you how do you know anything about either program" asked Fury giving Norman a glare.

"I'm a well educated Man"replied Norman sipping his coffee.

"Perhaps a bit too educated" said Fury still glaring at Norman.

"Well we could sit here staring at each other or you could finish the story" Said Norman

" Fine; The chameleon was able to steal the Weapon X files but was slow on the retrieval of the reaming Super Soldier formula, he was only able to steal a small portion of the remaining formula before we pulled the plug, but I believe it's enough for his employer's to attempt to create their own Super Soldier" said Fury.

" So what does all this mean" Asked Norman

" You're an educated man you know what this means" Fury replied.

" War is on the horizon" stated Norman.

"Yes, yes it does and we need to be prepared" said Fury

"And that's where I come in correct"

"Precisely, this war will be one of genetics, who has the best Super Solider, and with that formula out there there's no telling what's going to happen, we need to be prepared, but the problem is that none of our scientist have been able to reproduce another Cap. Finally I suggested we seek outside help, since our own scientist were struggling".

"And you couldn't help but think of me, I'm flattered" said Norman smiling at Fury.

"Don't look so smug Osborn you weren't my first choice"

"And Pray tell who was your first" asked Norman

"Stark, but he's into Hardware more than genetics"

"And then you came to me, you've made the right decision Colonial"

"Don't make me regret it Osborn"

"You have my word, that I will give you a Super Soldier" Replied Norman.

"Just remember that I will be watching you closely Osborn and if you think about screwing me I'll bring a reign of fire so great upon you it will be biblical" said Fury Threateningly.

"Of course you will" Said Norman without a hint of fear. Reaching into his coat pocket Nick Fury pulled out a silver flash drive.

"Here, this is a copy of the remaining super soldier formula that wasn't destroyed"

"Thank-you and It will be done" said Norman taking the flash drive.

"Just remember I'll be watching" said Fury as he made his way out of the diner and disappeared into the night.

"I'll sure you will, I'm sure you will" said Norman. Suddenly the empty diner became a crowded one again, it was like no one had left or even moved a muscle. Looking around Norman smirk a little and then pulled out some money and left it on the table. Walking outside Norman made his way to his expensive car smiling at the possibilities that have just opened for him and his company. Pulling out his cell phone Norman started his car and drove off into the night heading for Oscorp industries.

11:30 pm Oscorp Industries

Stepping into his office Norman was greeted by a very irate Otto Octavious.

"Osborn I hope there is a good reason fro my appearance at this ungodly hour" said the thick accented voice of Otto.

"Ah Doctor how was science camp" asked Norman.

"Typical I don't know why you make me do it every year" said ocatvious.

"I told you P.R. purposes, a well respected scientist of Oscorp teaching budding young minds at a science camp" said Norman sitting in his chair.

"Actually I take what I said back I rain into a boy at that camp who I believe is going to be a genius in the field of technology and genetics" said Otto sitting in the chair in front of Norman's Desk.

"Oh what was his name" asked Norman curiously

"His name was Parker, Peter Parker" Said Otto

"How old is he"

"That's the thing that shocks me he is only 9 yrs old and he is showing such aptitude for this type of science".

"9 huh, well we'll se how he's doing in a few years, but in the meantime Otto do you remember why you left the Hardy foundation and joined Oscorp"

"Of course I left because they refused to let me break down the barriers of genetics and they also refused to further fund my research on Cold Fusion, but then here you come promising I would get to do both, and that was 5 years ago and I have yet to do either so why bring it up" asked Otto.

"Well it's time I made good on my promise" said Norman removing the silver flash drive form his pocket and placing it in front of Otto.

"What's that"

"What lies on that Flash drive is a copy of the reaming super soldier formula that created Captain America, our job is to recreate the formula and produce another Captain America"

"When do I begin" replied Otto like a kid in a candy Store.

"As soon as possible" said Norman.

"Excellent, I shall begin right now" said Otto taking the flash drive and leaving Norman's Office and heading to Oscorp's Labs.

Earlier Across Town 9:00 p.m.

"That was an awesome movie Uncle Ben" said the excited voice of 9yr old Peter Parker.

"I'm glad you enjoyed it kiddo" said the gentle voice of Ben Parker or Uncle Ben as peter called him.

As part of their annual weekend outing Uncle Ben decided to take peter to a late movie.

"What's next Uncle Ben" asked peter

"Well kiddo how about some Ice cream from Joe's as much as you can eat"

"Yeah!" yelled Peter grabbing his Uncle's hand and started running in the direction of Joe's Ice Cream shop.

"Whoa slow down Kiddo" said Uncle Ben.

20 minutes later Joe's Ice Cream Shop.

"so kiddo tell me about science camp, today was the last day right" asked Uncle Ben

"It was so cool today we had a new instructor, his name was Dr. Otto Octavious he..."

"otta Whaaa"

"Dr. Otto Octavious Uncle Ben" corrected Peter.

"And what does Dr. Octavious do" Asked Uncle Ben eating his ice cream.

"Well Uncle Ben he is a chief genetic scientist at Oscorp, hw is also a well respect scientist in the study of Cold Fusion, I've read a few of his articles" said Peter taking a big scoop of Ice Cream and eating it.

"And you understood what he was talking about" Asked Uncle Ben amazed at his nephew's intelligence.

"yep'

"Well it sounds like your Aunt and I are raising a genius"

"That's exactly What Dr. Octavious said to me today"

"Oh really do tell"

"Yeah, today in the final experiment he gave us a formula to complete I was mixing and I added to much sulfur and it exploded in my face, and all the other kids laugh at me, But Dr. Octavious said that their laughter is meaningless ignore them, the only thing that matters is science" after he said that I redid the mixing and I completed the formula I was the only one who completed it" said peter

"Well I guess we are raising a genius did he say anything else"

"Yeah he said if I continued to nurture my gift I will have the power to do anything I wish."

"Well he's right if you continue to develop your knowledge you will have the power to do anything but the most important thing peter is what you do with that power"

"Duh what else get a lot of money"

"Hahahhaha Peter there's much more to life than money Peter" said Uncle Ben finishing his Ice Cream.

"Well what's better than a lot of money Uncle Ben" Asked Peter finishing his ice cream as well.

"Well, I believe that you should use that power for good to help in need, that's the biggest problem with this city, society in general, no one is willing to help or protect others. Everyone is out for themselves there are no more good Samaritans, but I believe that if one person with power were to show people that helping other is just as rewarding as helping themselves" Said Uncle Ben

"So your saying I should help people"

"Well yes"

"But Why"

" Peter listen to me very carefully: With Great Power, There comes a Great Responsibility, if you remember that you'll never go wrong" said Uncle Ben rising from his seat and leading peter out of the Ice Cream shop with the intent of heading home to his wife May Parker.

Upon making their way home Uncle Ben and Peter came to a sudden stop, they were about 5 blocks away from the Ice Cream shop. The reason for them stopping is because they heard a woman scream from around the corner that's up ahead, a scream indicating that the woman was in trouble. Benjamin Parker (uncle Ben) is a man of principle and one of his principles is to help people when they are in trouble, so hearing the scream of a woman in trouble he is good conscious could not walk away.

"Uncle Ben let's turn around" said a frightened Peter

"Peter what did we just talk about, the biggest problem is that people don't help each other and that woman need help, so you wait here and don't make a sound" said Uncle Ben.

Peeking around the corner Uncle Ben saw three guys looking to be around the ages of 20 to 23, two were holding the woman while the other was holding a knife and going through her purse.

"Well lady looks like you don't have enough to split between the three of us, but I'm sure we can work something out hold her down boys" said the Thug with the knife. Looking down on the ground Uncle Ben saw a Metal pipe laying on the ground. Picking up the pipe he crept up on the three thugs, and hit the thug with the knife in the back with the pipe. The remaining thugs turned to see their partner go down and they each received a blow from the pipe in the face,

"Agh" they yelled out, dropping the lady.

"Run!" yelled Uncle Ben to the lady. The lady wasted no time in scrambling to get up and running down the alley away from harm. Uncle Ben started to turn to run away when the thug with the knife grabbed him by the legs. Uncle Ben started to hit him in the back with the pipe, but he wouldn't let go. The other two thugs recovered enough to grab Uncle Ben and take him down to the ground.

"Agh" yelled Uncle Ben as he fell.

Peter hearing his Uncle yell crept to the corner and peeked around to see what was going on.

Uncle Ben tried to fight but the young thugs were strong. The two thugs pried the pipe from his hands and started hitting him with it. The thug who had knife stood up and started kicking Uncle Ben as hard as he could.

"Stupid old Fuck! Trying to be a hero! Huh! HUH!" yelled the thug stomping Uncle Ben Harder and harder smiling while he was doing it.

Peter stood still with wide eyes watching as the three thugs beat his Uncle to a bloody pulp.

After a few minutes the thugs tired out.

"I think he's learned his lesson" said one of the thugs dropping the bloody pipe "Old Fuck got me good in the mouth"

"Stop whining" said the second thug as they started to walk away "Clint c'mon the Kingpin will be expecting us soon" the Thug known as Clint the one who had the knife stood still in his spot. Reaching into the back of his pants he pulled out a gun.

"Whoa Clint the hell are you doin he learned his lesson" said one of the thugs

"NO He hasn't he wanted to be a hero and this is a hero's prize" said Clint crouching down and placing the gun to Uncle Ben Bloody forehead.

Uncle Ben cracking open his bloody eye he made eye contact with his executioner

"Any last words Old Man"

"I'm not afraid of y…" started Uncle Ben before a gun shot rung out and ended his life.

The sound of the Gun woke peter from his stupor and he screamed and ran to his Uncle.

"Uncle Ben NOOOOOO. Agh" yelled peter as he ran around the corner but his sudden yell startled Clint and without thinking Clint aimed a shot peter in the leg. Peter went down to the ground crying.

"Dammit! Clint you shot a Kid"

"Bullseye" said Clint standing up and kicking Uncle Ben once more before walking over to peter.

Crouching low again Clint grabbed Peter's injured leg

"AHHHHH" yelled peter tears leaking freely down his eyes

"Shut UP!" yelled Clint putting his bloody gun to Peter's forehead "I hat it when kids cry, well I hate kids in general" Clint continued.

Peter did his best but he kept crying. Clint getting angrier took his gun and hit peter in the face

"I said shut up, Now listen carefully Kid I'm gonna let you live but if you say a word about this to anyone I will find you and do to you what I did to that old man over there alright" Said Clint

Peter through his tears nodded.

"Good" said Clint hitting peter in the face with the gun knocking him out, "What a fucking day" said Clint

"I hope that was fun because now we're gonna be late with meeting with the Kingpin and you know how he hates us being late" said the other thug. Clint ignored his partner and left the alley.

10 minutes later

Peter painful opened his eyes. Rolling to his side he tried to stand but he felt a intense and sharp pain shoot through his legs

"AGH' yelled out, and started crying. Looking to the left he saw his Uncle lying on the ground. Through his tears he started to crawl over to his Uncle. Reaching his Uncle he placed his hand on his Uncle but recoiled when he felt his uncle's warm blood.

"Uncle Ben" peter said softly.

"Uncle Ben" peter said again putting his hands on his Uncle and shaking him.

"Uncle Ben Wake Up" Peter shaking harder not noticing the police sirens in the background.

"Wake up"

"WAKE UP!"
WAKE UP!

End Chapter 1.

R/R