Well for those who've read my other works, Hello old readers and true believers. For those who haven't, Hello New readers and true believers, welcome. To explain this, this is basically Spider-Man's early adventures in the same setting as X-Men Evolution, set in the same universe of my X-Men Evolution fic. May not be able update that regularly, but hey, some of the best stories have long update waits. Remember I don't have a Beta reader so there will be mistakes, just bare with me.

I know that a lot of people read these kind of Spider-Man retelling stories, so you're probably wondering: What's so special about this one? Well, nothing really, its kinda long, I guess. But, its also the only one I've seen in a while with MJ as the main girl. I'm not sure why, but Gwen's popularity seems to have risen a lot recently, must by Spectacular Spider-Man.

I will take minor creative control here and there, such as some personality tweaks to fit with modern teenaged personalities or updates of their previous ones to modern standards, and character relationship changes for the sake of making characters who never interacted before actually have a connection. Such as Kenny and Randy being pals and Hobie Brown being a kid at Peter's school. Also, a number things will be twisted around, as I'm modelling it all out of a combo of 616 Spidey (Namely most villain origins, Character names and histories, Radioactive blood), Ultimate Spidey (high school setting), Movie verse Spidey (A number of character designs (Which will be posted on Deviant art along with other things once I can get Draw Plus back) and some scenes will be modelled after ones in the movie), The new Spidey movie (Costume design), and Spectacular Spidey (Tone and style, thought more teenaged oriented) and even some Danny Phantom thrown in because it has so many parallels to my idea so I figured I'd incorporate other things.

Tone wise, its a T rated universe, with minor language (With the bad words being censored for the sake of staying there, with exception), and more teenaged themes. There's going to be fights, drama, humour, and just about every other genre I can. Also, New Jersey will get a lot of jokes thrown its way in certain chapters, but that's because this is based in New York, and from what I've gathered, New Yorkers aren't the biggest fans of Joisey.

Also remember, I put a lot of detail into writing, and tend to store an entire adventure into one chapter. So essentially, the chapters will be LONG. For example, this first chapter itself is over TEN THOUSAND words long. Why? Its a habit. I tend to read when its late as a way to exhaust myself into sleep, since I've had trouble sleeping for as long as I can remember. As such, I like to read long stories with long chapters since the longer the chapter, the more time it takes for me to read. While I know others do not do the same, I still see this as something you can read when tired, one chapter at a time.


*SMACK!* A Man in a green Kevlar costume punches the camera, wearing a mask covering his hole face with large eye holes, metal boots, with thicker armour on his chest and mouth. His hands are unusually big, Along with a long, metal plated tail with a Carbonadium tipped blade. He is seen punching the Camera.

*Crack!* One green fist punches a young boy, barely half way into his teens, while another holds him up. The boy wears a red and blue spandex suit, covering every square inch of his body. A red mask with an upside down triangle shaped strip on his chest coming from his shoulders going to his belt, along with red gloves and boots. Everything else is blue, with the red parts are decorated with webs with a black spider on his chest and another on his white coloured belt, with a flap of 'webbing' attached to his arms joining to his torso, with black lines joining the tips of the red parts to each other. He has blue gauntlet-like bracelets on his arm, covering from the wrist to half his forearm. They have a red spider painted on the top with the lower side holding a glass case with 5 white balls, along with a plastic trigger attached to his palm. On the mask is two yellow Triangle shaped lenses decorated like demonic eyes, made out of plastic that allows him to see from the inside, but not from the outside.

*POW!* The Green costume wearing man holds the barely conscious teenager up in the air and hits him again.

*Crunch!* A girl, about the same age as the boy, with red hair about neck long with her bangs covering one eye and wearing a short black t-shirt and jeans, watches terrified, whispering 'no' to herself.

A crowd watches this beat down. A cop tries to fire at the two costumed men but the larger one literally catches it; a large trucker tries to hit him with a wooden chair, but he dodges and kicks him without even looking; and lastly someone tries to stab him with a sharp piece of wood but he slashes them with his tail.

'My Name is Peter Parker'

I'm not one for monologing, but at a time like this you start to think, How the Crackers did I end up like this? An Axe Crazy dude with giant hands and a frikkin' tail is whaling on me while I wear this ridiculous costume, with a crowd watching, including one of my best friends. Other than the tail, the costumes, and the giant hands, this is actually very similar to what used to happen all the time, until Six months ago.

When I was born my parents worked for some Government think tank or a military organisation or something, my dad was a scientist and my mom was a soldier, you can tell who wore the pants from that can't you? Anyhow, they both died, along with seven other people, in a plane crash or something when I was two. This man, with grey hair and an Eye patch, took me to my aunt and uncle in Queens to live with them.

When I was Seven I met a guy named Eugene 'Flash' Thompson, originally we were friends... Until Middle school. Its at that time where everyone branches off into their cliques. Eugene became a Jock, a bully, a prick. I became an Outcast. I was brainy, weak, listened to Punk, and had no friends. Luckily, I wasn't the only outcast. After the first two months of Middle School I met a boy named Harry Osborn, the son of Rich, scientist and weapon designer, as well as owner of the coolest building I've never been kicked out of, Norman Osborn. Apparently Harry's mom Died after he was born, and his dad didn't take it well and pretty much gave Harry total freedom, in exchange for not ever paying attention to him, ever.

A young teenager, about 13, with brown hair that parts to the side, wearing big glasses, a brown shirt with baggy jeans and white sneakers, is pinned against several green lockers by a much larger student with blond hair, and a blue letterman jacket. The smaller boy's lip is bleeding, his glasses broken, and has a fist in front of his face.

"So I'm ghonna say this again Puny Parker, What is the answer to question 3?" The larger boy threatens.

"Do you honestly not know the answer? The question's what 34 times 2? You don't even have to carry any numbers, and you don't need to do any hard work, what are you doing in class?" He gets hit again.

"Better watch that mouth of yours, before I make you."

"C'mon Flash, leave Petey alone, we need to go home." a brown haired cheerleader tells the larger student, Eugene Thompson, nicknamed Flash, supposedly for his speed.

That was Liz Allan, she used to be my friend too, until Middle school. So did Kenny 'Kong' McFarlane, Sally Avril, and just about anyone who treats me worse than bubcas now. Though Liz, to be honest, is actually rather nice to me compared to the others, she just tends to be shallow when with her friends. In fact, Her and Harry become really good friends if you skip a few paragraphs.

"Hey Pete, y-you Ok?" Asks a brown haired boy, slightly taller than Peter, wearing a white sleeveless shirt, tucked into his underwear with blue tracksuit pants over, along with Gold chains. "Need a ride?"

"Well My bike's been stolen and I left my skateboard at home, so yeah I could use a ride."

That's Harry Osborn, my best friend, the rich kid I told you about.

The ride, a royce, pulls over at a house in Queens. Peter exits the car, thanks his friend, and walks in. He cleaned up his face before the ride and puts on his spare glasses before entering the house, to be greeted by two elderly people, one a large man with white hair and a smaller woman, also with white hair. His Uncle Ben and Aunt May. "Peter, you're almost late. Anna Watson from next door is eating over here tonight, her niece Mary Jane is coming too."

"Great, Miss Wonderful personality."

Until this day I'd never once met Mary Jane before, but I had a feeling that Aunt May wanted me to meet her. But, she always described her with 'Wonderful personality', never once mentioned what she looked like. I guess I assumed that she wouldn't be someone I'd like, a little shallow really, but...

"Oh Pete, I think someone's at the door." Uncle Ben tells him, pointing to the door behind him as he carries a large box into the backyard. "Mind getting it, I'm a little busy."

Peter turns back to the door, looking through the peephole to see who knocked, unable to see who it was.

On the outside, a girl about the same age as Peter was standing there, listening to an MP3 player, singing along to some song by a band called 'Spyder Eyes', while wearing a black shirt that reads this band's name on the back with two white triangles, shaped like evil eyes, on the front and a pair of baggy, dark blue, loose fitting jeans. "...Yeah..." she sings, just as the door opens without her noticing. "...Face it Tiger, you just hit the Jackpot." She sings, accidentally saying it to Peter as she turns around. "Oh, sorry, I'm Mary Jane."

Peter pauses, he didn't expect the person to look like her, he was expecting something, well, different.

"So, Can I come in?" She asks, Peter merely stutters. "Dude, Are you ok?"

"Em, er, Yeah, I'm fine, er, come on in." He moves out of the way awkwardly, as she raises an eyebrow and enters slowly, with a slightly amused smile on her face.

And from there I became friends with MJ, which is what I began calling her, invited her to Harry's birthday party, and showed her around school.

"So what's this Harry guy like?" She asks, following the slightly taller nerdy looking boy around.

"I'm sure you'd like him, he's a great guy, occasionally you can't understand what he says though." He tells her as they enter the elevator in his home to get to the pent house, where he lives.

"Why? He got a lisp or something?" Mary Jane looks at him, as the elevator opens to the pent house, and Harry Osborn greets them.

"Pete my man, how's my brother from another mother doing? Just chilling? Who's your lady friend, she looks smoking."

"Oh, now I understand. Well, I don't understand him but I get what you're, nevermind. Hi, I'm Mary Jane, just call me MJ."

"Hey, Harry Osborn, my birthday party." He tells her, shaking her hand.

"Party? Oh are we the first here?" She asks, confused by the lack of people.

"No, just, don't usually get a crowd here at my parties. Flash and his friends usually show up when it's nearly over, eat all the food, trash the place, occasionally flush my head down my own toilet."

"Hehe, so let me guess, he's like, a jock or something?"

"Yeah, big one too." Pete replies. "So, should we do what we usually do at our-too-small-to-call-a-party-get-togethers?" Pete asks.

"So, what do you do at your too-small-to-call-a-party-get-togethers?" MJ asks.

"Watch bad movies and play video games." They reply.

"Huh, sounds fun, I think I'll like it here." MJ tells them, as they sit down in a sofa to watch the large TV.

The Next day, Tuesday, was eventful. It being Mary Jane's first day at Midtown Middle School is probably why.

"So, I've got math, Science, and English." MJ reads aloud from her Time table. "Then Gym, and lastly home room, that the same as you guys?"

"Pretty much, our class has all the same classes, it's supposed to teach team bonding, but doesn't really work." Peter tells the new girl.

"Why?" She asks.

"Two words." Harry begins to say, until a pair of hands grabs him from behind, pulling him back and shoving him into a trashcan. "Flash, and Thompson."

"Dude that was awesome! He totally didn't see it coming!" Flash says happily to two of his friends. "What's the matter rich boy? The can not good enough for you?"

"Hey, Flash, j-ju-just leave him alone." Pete tells him, nervously trying to get in between his friend and his bully.

"Oh, looks like somebody wants to play super hero." Flash taunts, pushing Peter back and forcing him into the trashcan as well, both him and Harry now stuck inside.

"Hey leave him alone!" MJ shouts, trying to push the larger kid back while trying to stand as high as possible, but still two heads shorter than Flash though.

"Who's this?" Flash asks with a smirk.

"My Name's Mary Jane, and those are my friends you just put in that trash can."

"Wow, mouthy aren't ya?" Flash comments. "Stay out of this new girl."

"No, if you're going to pick on my friends in front of me, you'll have to go through me, or are you too scared to hit a girl?" She retorts, smirking.

"Meh, Nerd's a nerd." He mutters, pushing her into the trash can too.

"Hey, what are you…"

"I'll have to add you to the list of nerds to mess with, May Jany."

"It's Mary Jane!"

"Right, what ever, short red head with the rocker chick look, I'll remember that." He yells, walking away.

"Well, this is embarrassing." Pete says.

"And stinks." Harry, being crushed underneath these two, comments.

"And extremely uncomfortable." MJ adds while fidgeting around. "What gives? I'm a girl, he can't do this to me…"

"Technically, you said hit, most of the stuff Flash does isn't technically hitting, it's just being a jerk." Pete says.

"Yeah, with the exception of beatings and a few other things Flash doesn't discriminate against girls. The only difference is he might ask you out after shoving you into lockers. Just look at Debra Whitman or Jessica Jones, he's still a jerk to them." Harry explains.

"Look on the bright side...Ok, imagine that there's a bright side, and think about that."

"Oh, this is ghonna suck." She muses to herself.

"Worst part, the smell of the trashcan doesn't go away until you take a shower, and it's unbelievably hard to get out of."

"Oh, this is really ghonna suck."

Life continued like that for a while, until I turned 15. About a few months before the end of school the school took the class to OScorp, the company Harry's dad owns. Its really cool, like, almost as cutting edge as Stark Industries. If you merged the two together, it'd probably make a time machine. OScorp's a technological advancement company, with contracts with the government and military to create weapons, armour, and drugs. I think that's what the spiders were for...

A School bus drives past Queens, stopping at a bus stop as Mary Jane, now 15, gets onto it, sitting next to Harry.

"Hey! Stop the bus!" Shouts Peter, now 15, as he runs after it just as it leaves.

"Hey look at Parker!" Shouts a fat bald kid looking out the window while snacking on a large sandwich. other kids look out the window, laughing at him.

"Hey stop it!" Mary Jane shouts to the bus Driver, trying to make him stop.

"Yeah let him on!" Harry adds, both getting up to try and stop the driver from leaving him, no luck in that as the driver is just as amused as the kids.

Adults suck.

"Please Stop!" Peter Shouts out, trying to grab the side of the bus while running, Physical Ed not being his strong point, the bus Driver is purposely driving slow enough for him to catch up but fast enough for him to not be able to get on.

"Hey watch this." Comments a blond haired girl, as she pours her drink out of the window, splatting all over his face and making the kids go nuts.

"Awesome Sally, look at the little bookworm." Comments Flash.

"Please stop!" He shouts again.

"Hey If you don't stop I'll call my dad, sue you, get you fired and banned from getting any other job ever." Harry tells the driver, making him look back at him, before sighing.

"Fine." The driver mutters to himself, stopping slowly while pulling over. Peter stops running as he stands next to it, taking a quick second to wipe the drink off of his face, walking to the entrance of the bus. As he's about to step in, the door swings open, hitting his shoulder. He stumbles back, mutters a sorry to the driver for being late, and walking towards his now sitting friends.

I could say that the story is a happy little tale, but, you've read the last part, you know that isn't going to be true. This is more of a sad, weird, yet oddly cheesy little tale with a number of plot holes and scientific mistakes that make no sense, but that's just the way things are. After all, what would be the point of reading this if you cared about things like that? It's not like there isn't a story ever written that didn't have a plot hole or mistake. So to tell you the truth, my story isn't for the faint of heart, its for all those people who like to read stories about guys like me, and laugh at my sucky life.

Peter walks down the bus, trying to get to his seat next to Harry and MJ, as he walks past the blond haired girl who through a drink at him, a pair of hands grip the sides of his jeans, pulling down to make him fall the floor. The bus erupts in laughter at his exposed tighty whities as he lays on the floor, realizing what just happened.

"Pathetic Parker." One kid tells him.

"What a dork." Another kid says to himself.

Teenager's suck.

Peter pulls up his pants, pulling himself upwards and walking to sit next to Harry with Mary Jane sat in front, turning around to face them.

"Aren't you taking your limo Harry?" Peter asks his friend.

"Can't, dad took it to work, so I'm sticking with you guys."

"Oh, so if you can't ride in your limo you'll have to put up with us commoners?" Mary Jane jokes as the bus starts to leave.

"Yeah basically." He replies.


The bus arrives at OScorp, where for about 3 hours, the students spend walking around, listening to tour guides, with only Peter really paying any attention.

"...when these spiders do bite a human they produce a retrovirus, something which we have modified with exposure to a beam of radiation. Normally this Retrovirus would cause a minor mutation. However, by modifying it we have created three new species, one which causes the retrovirus to produce a powerful performance enhancer, another which produces a highly toxic chemical, and lastly, the control spiders which have nothing. Each group contains approximately twenty spiders. The reason for their development is for two reasons, to recreate the Super Soldier process that created Captain America, and to release the deadly spiders into enemy territory..." Explains one of the tour guides.

"Wait, isn't that, like, kinda mean or something?" asks Liz Allan.

"You're actually paying attention?" Questions Flash.

"I need to pass my next science test; not paying attention isn't an option right now."

"Well to answer your question let me ask another question." The tour guide states. "Is it not right to use whatever means necessary to fight terrorism? If they can blow up buildings then why can't we weaponize spiders?"

"Well I..."

"Exactly, now, if you'd all follow me we'll take a look at our AIDS cure research and other new drugs we're currently testing." The tour guide, not giving her time to reply, walks them towards a glass window where several men wearing Hazmat suits mess with several chemicals.


In a room somewhere in the lab, the owner of the company, Norman Osborn, the spitting image of his son with the only difference being size and style, argues with a short and stubby brown haired employee, Mac Gargan, who notably possesses a vestigial tail, something he's had since birth and has been a constant source for jokes at his expense.

"But sir, are you sure this is the best of ideas, I mean, these are just kids. One of which is your own son."

"Well, let's hope he doesn't get bit by the wrong spider then. No one is willing to test them and we need proof that they work. So what if we get a few lawsuits, I have the best lawyers money can buy and I'm the tenth richest man in the world, I can afford this."

"But sir, these are innocent human lives, why would you want to kill a bunch of teenagers just so you can test a million dollar project?"

"You just answered your own question. Now do it, or your tailed ass is fired." Norman leaves after handing Mac a crowbar, who sighs from tiredness and moral conflict, before resigning himself to do Norman's dirty work.

He cracks open a crate marked 'Control', then another marked 'Group 2', and a last one marked 'Group 1'. Inside, not twenty but thousands of spiders crawl around, before exiting the crate and covering the floor, some even crawl onto Gargan but he crushes as many as he can, until one does successfully bite him. Each spider has a specific colour to determine the type. Control spiders look normal, the first group has a red mark on blue skin on its back while the second group has a blue mark on red skin.

After being bitten he passes out, allowing the other spiders to escape and crawl away, one biting a light red haired student who witnessed the events, and escape into the ventilation ducts.


As the tour guide explains how their research works, Peter takes pictures for the school paper while absorbing as much information as the human brain can, MJ counts how many people are in the room, Harry takes note of the boring tour guide's nametag so he can get them fired later for being so damn boring, while other students either phase in and out, not pay any attention at all, or ridicule those who are paying attention. Unknown to Peter, who is currently standing directly underneath a vent, a spider, a small blue spider with a red mark on its back, descends slowly from its web down to him, climbing onto his back and slowly crawling to his neck. He starts to feel a weird, itchy sensation as it walks over his skin, but as he reaches his hand over to scratch it, it bites him. Pain, lots of pain, takes over his body's senses as he reacts to it. Not as simple as just a little nibble, but it actually draws blood, while also releasing large amounts of a retrovirus into his system.

He collapses in pain screaming, getting the attention of the other students. At first Flash laughs, until a spider lands on him, making him scream and hit it off, slowly, spiders start falling from the vents, pouring over the students, who all react with fear. Several are bitten nearly instantly, while others drag them away. Teachers, lab techs, and other adult workers at the company divert everyone out of the building and into the parking lot.

"Peter? Peter?" Mary Jane calls out, having been separated from Peter with Harry.

"Whoa, Parker are you all right?" Asks the larger fat kid from the bus, trying to help him up.

"Kenny?" he asks, drifting in and out of consciousness. The larger kid lifts him up onto his shoulder, carrying him out until he reaches the other two teenagers.

"Get on." He tells the two, who just look at him confused.

"Kenny we can walk…" Mary Jane starts to tell him.

"Get on!" He shouts, picking them both up and carrying them all over his shoulder.

"This is, Embarrassing." Harry says.

"Hey, at least you don't have your face right next to Kenny Kong's ass- No offense Kenny."

"None taken little red headed chick."

Peter tries to stay awake, but he can't help but black out.


He wakes up in a hospital ward, also containing other students bitten. Approximately 2 thirds were all awake or were waking up, another third were in Critical condition attached to life support. Over the course of the following two months the life support children begin to change wards livers start to fail, while one half of the rest of the children experience bizarre changes. Of course, with children developing strange abilities and others dying, SHIELD has to come in for an investigation.

"...What does the letters say here?" Asks a SHIELD scientist to a child while holding a piece of plastic with several letters of varying size, like at the opticians, while pointing to an incredibly small letter that its practically invisible.

"Er, 'a'?"

"Actually its a 'N'." He turns to another scientist. "This one's fine."

"What do you see here?" Another scientist asks another child, this time a brown haired girl.


"Yeah, how about this one?" He begins pointing to different letters, all of which she gets, before turning to another scientist. "She can see them." The other scientist opens his eyes wider, before calling several other scientists, who escort the girl out of the ward.

"What do you see here, Mr. Parker?" Asks a scientist to the bed ridden Peter.

"Er, I can't see it, at All. If I had to guess, a D?" The scientist shakes his head. As other kids are interviewed, they determine who was bitten by the control spiders, and who wasn't. "Just as a last question, can you describe the spider that bit you?"

"Er, Black."

"Any colour on its back? Like a red or blue?"

"Sorry, I didn't really see it, I'm pretty sure it was all solid black."

Unknown to me, it wasn't.


As the October of his sophmore year starts, Peter is blissfully unaware of his brewing powers. Slowly the retrovirus in his system starts to alter his cells, pushing the genetic material from the spider into his own, but not as fast as everyone else's did.

Without him even noticing, his brain's activity slowly starts to speed up, making the world slower to him. Everything moves slower, from the birds, the wind, the people, the clock, everything gets slower. Which, is both good, he can answer tests quicker because he thinks of the answers quicker, and bad, as he still has to spend ages for everyone else to finish which takes forever for him. His eyesight improves. As does his hearing, taste, smell, touch, everything. Everything starts to slowly max out.

To think, my entire brain capacity was getting faster and faster, but I didn't even notice, I had no idea what was going on.

One day during the first week of October, he finally notices something is up. Waking up to the sound of a ringing alarm clock, he reaches for his glasses, putting them on while getting up. He looks and realizes how weird everything looks, taking them off to see everything clearer. On, off, on, off, trying to see how different it is.

"Peter, are you Ok?" Calls an old woman, His Aunt May, from the kitchen.

"Yeah, fine Aunt May, better than fine." He shouts back.

He changes his clothes, and just as he's changing his shirt he notices himself in the mirror. His muscles are now more toned. He hasn't noticed it before but he's beefed up somehow. Must be the new breakfast cereal. He stands up, stretching, noticing how unusually flexible his joints are, as if he's became doubled jointed in every joint. He looks at his hands, stretching every finger out, closing one finger into a curve to see that each other finger stays where it is instead of bending a little like normal. This is some great cereal.

He keeps looking at himself in the mirror, unable to see how he got so much stronger. However, another sight gets his attention from the window. Mary Jane is getting ready too, he watches her discretely, a little embarrassed as she slips on her shirt and jeans.

'Damn Peter, stop Peeping on your neighbour and one of your best friends. Its weird and creepy.' He thinks to himself, punching his own arm, before realizing how much that actually hurt. 'Son of a b-'

He runs down to the Kitchen, running so fast he actually runs partially on the wall.

"Geese Pete, what's got into you?" Asks his elderly uncle.

"Just feel great today." He replies, taking an Apple from a small fruit basket on the table.

"Well, I hope you keep that feeling." His Aunt tells him, handing him a bagged lunch and a 5 dollar note in case he needs it.

"Yeah, cause remember, we're painting this kitchen tonight." His uncle reminds him. "You running up those walls is ghonna make it a lot easier."

"Don't worry, I'll be here." He reassures him. Just as a knock on the door is heard. "That's my ride, Seeya Uncle Ben."

"Seeya Slugger."

"Bye Aunt May." He waves before running to the door.

"'Bye Peter, Have a good day." She calls back as he leaves the house. The two look at each other with bemusement.

"Kid's sure in a happy mood." His uncle sums up.

Outside waits a Rolls Royce. The door open as Harry waits inside as Peter and MJ both leave their houses, both stopping to wave to the elderly Aunt they live with. The enter at the same time, MJ taking a second to jab him in the arm.

"What was that for?"

"You know what it was for, I can see out of windows too you know." She replies.


"Nice eyes, Blue, never noticed before." She tells him, before laughing a little at her own weirdness. "Contacts?"

"No, just, didn't need the glasses today, eyesight feels great today."


Later that day, In between two lessons at Midtown High, Flash Thompson talks to his on-again off-again girlfriend Liz Allan. This time someone is holding the switch of their relationship, ready to flip off.

"Hey I said I was sorry, its not a big deal! The officer even said so!" Flash tries to tell the brunette cheerleader, who is just packing her locker angrily.

"It's not a big deal? My parents grounded me because of your little idea! And what were you even thinking? God, sometimes, I wonder why I even dated you in the first place." She yells at him, storming away.

"Come on Liz, what if I get you something to drink from the canteen?"

"The canteen's free! Your such an airheaded jerk." As she turns back to shout at him, she slips off her bracelet, inscribed on it 'Flash + Liz', before throwing it into the trashcan.

"Hey you know how much I paid for that!" He shouts angry.

"It's fake gold Flash, not a lot." She adds. "I'm sure plenty of guys around here would be willing to pay for something more than fake gold." She tells him before walking away, seeing Harry in the distance. "Oh, Hey Harry, Mind walking me to class?" She tells the rich boy, hooking her arm around his, much to his own happiness.

"You know what, forget it." He punches the locker next to him, walking down the halls and bumping into two other jocks, Kenny 'Kong' McFarlane, who has been hailed a hero recently for saving Peter and his friends, and the other being a tall, dark skinned boy of equal age, thought slimmer in build and about Flash's height.

"What just happened with you and Liz?" asks Kenny, munching on a sandwich.

"Oh, she just went all Psycho on me, ended it."

"Really, 'cause it looks to me like you were the one who went psycho." Comments the other boy in an unusually deep voice.

"What you saying Randy?" Flash questions with an aggravated look, staring at the other teenager.

"I'm just saying it looked to me like she was the one who dumped you. And your fake gold."

"Well then get your eyes checked Robertson. That aint what happened. Guess I need a new girlfriend now then."

"What about Glory Grant?" Asks Kenny.

"Nah, she seems more your type." Flash replies.

"How about that Carlie Chick?" Randy suggests.

"Who? Cooper? Nah, she's just really dull and boring. And she changes the way she looks all the time. I'm not even sure what colour her skin even is."

"Right, totally not shallow are you Flash?" Randy snarks.

"What about that girl with the big ass, you know, that one whose older brother's a cop." Suggests Kenny.

"See you just answered why I wouldn't go out with her. Why would I go out with a girl whose older brother is a COP?"

"Why? Your dad's a cop."

"Yeah, I have nothing against cops, I just don't want one planting drugs in my locker because I got a leg over."

"Yeah after all, you already have enough drugs in your locker, why would you want any more?" Randy jokes.

"What about that girl?" Kenny points to a girl leaning over in her locker, as he checks her out.

"Sure I'll bite." Flash says, not recognising the girl from this point of view.

Mary Jane fiddles around inside her locker, looking for her history text book. As she's just about to pick it up, she feels a hand hit the back of her, well, backside.

Instinctively she stands up straight and turning around, coming face to face with the one who just touched her.

"Hey, now I recognise you, your that, what's her name, the red haired chick or something."

"My names Mary Jane, I've been here since middle school. You tripped me down the stairs just two minutes ago remember?"

"Right, right, so, any way, I was thinking, do you wanna go to that Real Ultimate Pro Wrestling match next weekend? I can get tickets real easy."

"Gee, I'd love to go watch a bunch of sweaty half dressed guys on steroids smacking the crap out of each other with a guy who just last week pored a strawberry Sunday down my favourite jeans, but I think I'll pass."

"Come on Mandy Jay-"

"Mary Jane."

"Nearly right, But come on, you can resist this face." He turns slightly to the corner, smirking narcissistically.

"Yeah, the only thing I can't resist more is the urge to drop a text book on your foot and kick you in the shin." As she says this, she goes ahead and drops the history book in her hand onto his foot.

Meanwhile, Peter walks down the hall, beginning to realize how slow everything is. He turns his head slightly, before sensing movement down the hall. He senses a paper aeroplane fly from the hand of student Mark Allan. He senses a paper ball hit Debra Whitman in the back of the head. He senses the drops of water as they fall from Max Dillon's clothes after Flash shoved him into the showers in the locker room two minutes ago. He senses a fly land on the back of some kids shirt. He senses a book fall to the floor, hitting someone's foot as another foot kicks the shin.

"Jesus." He hears a boy shout, apparently he's the only one who heard it.

Peter runs to the source of the commotion, seeing one of his best friends squaring down Flash Thompson.

For as long as I knew MJ she never let Flash get away with his attitude, she'd talk back, snark, pull pranks, or just crack jokes or actually hit him.

"Why you little bit…"

"What you ghonna do? Hit me?" She kicks her locker closed with the back of her foot, smirking as he just glares angrily. Noticing Pete in the corner of her eye, she picks up her back pack and skips over to him, hooking arms with him to tell him to walk with her.

"Crazy bitch." Flash mutters to himself, picking up her dropped history book, throwing it at her head.

As if he's psychic, Peter instantly notices it coming at them. Instinctively, he pushes MJ to the side, the book flying in between them. With his left arm he grabs her arm so she doesn't go flying into a wall, with the other he catches the book, before pulling her inwards to catch her with his other arm in an embrace so she can regain her balance.

"That was, odd." She says to herself, before laughing at Peter's weirded out face. "My hero." She jokingly calls him, pecking his cheek and standing by her own feet, before leading him away. "Looks like I won't be borrowing your text book."

I couldn't help but feel weirded out the whole time, like something was up. Especially in class, I could feel everything, like it was a part of me. I could feel every tap on the table. I could feel every movement by the kids. I could feel which way they were looking. I can't really describe it, like every motion was screaming out at me. I could even feel the lice crawling around in Kenny's body hair. Ew, Kenny's body hair, not something I want to think about.

At the end of the class, MJ has practically fallen asleep on his side. He has to nudge her awake to make her get up.

"Huh? Class over?" She asks, stretching.

"Yep, Come on, Canteen closes in half hour." Harry tells them, as they pack up their work and head out.

"Wait, almost forgot my back pack." MJ says, walking back into the class room to pick it up. She looks behind her desk to see it not there. She looks up to see it hanging in front of her... With Flash Thompson holding it. "Ok, Cute." She says sarcastically. "Hand it over."

"Make me." He pulls it back when she tries to grab it, holding it above her head, before throwing it to Kenny, who throws it back when she runs towards him.

From outside, Peter can almost sense it happening. "I-I'm ghonna go see what's taking her so long." He tells Harry, stepping back a little.

"Kay, I'll come with." Harry responds, following him.

They walk back to the class, seeing, almost disgusted in, Flash's antics.

"Give it back now!" She jumps up, only for him to pull it away, pecking her on the cheek, which just makes her more angry.

"Kenny Go long!" He throws the back pack to Kenny, only for a slimmer, smaller hand to catch it.

"Way to ruin our fun Puny Parker." Flash yells, as Peter hands MJ back her backpack.

"Thanks." She tells him, as they turn away to leave the class room.

"Frikkin' 'tards." Flash mutters, throwing a book at the back of their heads. Sensing it, Peter, acting on instincts, catches it and throws it back, hitting him square in the face.

"What the hell!" Flash yells, as Kenny, Harry, and MJ look at Flash's now bleeding and possibly broken nose. Peter however, is distracted in how he did that. "You £^&ing freak!" Flash moves, going over to Peter to try and hit him. He swings at him, but to Peter it takes a minute to move, giving him time to react and dodge. He throws more punches, but Peter keeps dodging, each time Peter sees it slower.

The last time he tries to punch, Peter jumps back, unintentionally back flipping out of the way, clinging onto a door frame with one hand. Flash steps back as Peter allows himself to let go of the doorframe, falling to his feet. Flash charges at him again, trying to hit him one last time. Only For Peter, still doing it by reflex, to dodge again and punche him back, hitting his face with enough force to hurl him to the other side of the room, smashing his face into a window, shattering it all outside.

Of course, the commotion gathered enough attention to get a small crowd to form around the door, watching Flash getting his ass kicked by 'Puny Parker' who took him out in one hit.

"Pete, That was awesome!" Harry tells him.

"What the hell?" Kenny questions, scratching his head.

"Go Petey!" Liz Allan cheers.

"We're free! Flash has been defeated!" Hobie Brown shouts.

"That. Was. Just. Wow." Jessica Jones mumbles.

"Peter you are a freak." Sally Avril tells him coldly, disgusted and shocked.

"Peter…" Mary Jane says quietly and slowly, amazed completely at his defeat of the larger teen.

Mumbling something to himself, Peter runs away, forgetting they have at least three other lessons today.


Peter, still freaked, walks home in a hurry, having left his last few lessons to clear his head and think about what happened.

I was totally weirded out, I mean, I took out Flash Thompson, FLASH THOMPSON, with one punch, and a book to the face beforehand but that didn't do anything to him, other than bust his nose open, and possibly break it but I don't think that really matters. Well it does, but I'm sure I- I'm going to stop now. I was so caught up in thought, I totally didn't notice the car come charging at me.

"Kid look out!" A voice yells. Peter, not even hearing it, keeps walking as if nothing's happened, when suddenly everything slows down again. His senses scream at him. The movements, every movement, all yell to him. And the speeding car with no driver inside is the loudest. Jumping back, Peter leaps over the car backwards, flipping in the air and landing onto the side of the wall. The side of the wall, he's stuck.

"What the hell?" Peter, the man who shouted him, and two other people all say in union as he sticks to the wall. Peter pulls his hand away, seeing all over the skin is tiny spikes, hair like spikes, like those on a spider. Focusing on them, they slowly slide back into his skin. Thinking about them again, they slide back out. Turning back to the wall, he pulls and clings his hands into the wall, pulling himself up, unable to get the grip of his feet to stick. He kicks his shoes off, allowing the spikes on his toes to stick out of his socks, and climbs up the wall quickly. Getting to the top, he looks around, amazed at how high he is.

"This, is, epic. But how, when did I become a human spider- The field trip, that's it! Those special drug making spiders, they must have mutated my DNA, This is awesome!" He runs off the building, landing on a smaller building next to it. He keeps running. "This must be what Alex Mercer feels like, only not all icky and virusy." Pete comments to himself, "Huh, now I'm talking like Buffy."

He leaps over a road, but misses the building, falling down the side. He clings onto the edge of a window, pulling himself up with enough strength to hurl himself like a baseball into the air, flipping again, and finally landing on the edge. "Now, where are my shoes?" He asks himself, realizing he should get home. Completely forgetting about the Runaway car his newly discovered powers could help stop.


"God, this hurts like hell." Flash mutters to the school nurse, as she places a bandage around his head.

How did he get sent to the nurses office? Him, of all people? He's Flash F'ing Thompson, he doesn't get sent to the nurse. Only losers and wimps get sent to the nurse's office.

"I'm sorry, they might be a little too tight. So, mind telling me what happened Mr..."

"Oh, Th-"

Wait, he can't tell her his name. She'll put it on his permenant record that he got sent to her office after a fight that he lost. When he's getting a scollership interview to join a college football team they'll look at that and read 'Was hurt in a fight against another student' and they'll think he's some pencil necked geek who loses fights. He can't let them think that.

"Er, Parker, Pu-Peter Parker."

"Oh, so mind telling me what happened, Peter Parker?"


Peter gets home, too late to help his Uncle Ben with the painting he was supposed to do. He enters his house, realizing the lights are turned off. Walking to the kitchen, he finds a note on the fridge saying 'A little late aint ya? Dinner's inside the fridge. Your Aunt May and I are at a PTA meeting, should be back in a few hours.' He laughs at his Uncle Ben's ability to transcend his personality onto sticky notes, before opening the fridge to eat.

Once done, he decides to look around the basement. Since Peter was little, he's always been amazed at his father's inventions, but never understood how they worked. Aunt May wouldn't normally let him look at them for too long, being worried about his safety. But, usually he'd be at Harry's, studying or trying to tutor him when they're at PTA meetings, so he doesn't usually have time to look around her. Luckily, he didn't this time, and finally has time to look around at them.

Opening a box that reads 'Rejects from work', he looks at the first thing: A small handle looking device, like the base of a gun. Before he couldn't tell what it is or how to worked, but his increased thought speed has given him tons of ideas on what it might be, and more importantly, how to turn it on. Messing with it, he ends up activating it, making a small light beep three times.

'Yes, it works! Now what does it…'

Then it explodes into a bright ray of light, making him fall backwards.

'Oh, it explodes, no wonder it was rejected.' Getting to his feet, he cleans his shoulders and starts to look at other things. A magnetic gun that acts as a grappling gun, a taser that fires balls of electricity, but more noticeably, his father's 'bracelets'. Pete never understood this. They seemed to work fine, but they didn't do anything, just make a click and then a hissing sound. What he never tried to do was open one up and see what it was supposed to do.

The bracelet, about fifteen to twenty centre metres long, attaches to the wrist and heading down the arm. A small pressure trigger attaches to the palm that registers pressure in the centre if the hand, specifically if the two middle fingers push into it. Too much, such as from all four fingers, or too little, from just one finger, is ignored. Now if only he knew what it did.

Opening one up, he looks inside and sees that there appears to be space for something, a small tube, about 8 centre metres long. It looks like it has some strange stain, some kind of glue.

'Of course! It dispenses adhesives! Or to say it without sounding like a massive dork, it fires glue. There must be some kind of formula in here or something… Ha!' He pulls out of the box a collection of papers, look through each one quickly, he finds the one that describes how to make 'projectile adhesive mix'.

'SHIELD wanted us to make a device that would allow quick and easy detaining of possible suspects. Guns are being questioned on their usefulness when suspects are needed alive.' Peter reads the notes above. "Huh, this must be before tasers were around." He keeps reading, finding interesting facts.

'This Projectile adhesive is designed to toughen and harden when in oxygen, and is easy and cheap to make. In fact, the formula I designed using random thingies around the kitchen.'

"Huh, Thingies. Even Dad spoke like Buffy."

'The shooters work fine, the problem is that the trigger, if held onto, will cause the adhesive to stretch and stick, becoming a line of glue. When it hardens, the objects its stuck to will become stuck, while becoming a strong rope. From my experiments it's proportunatly as strong as steel. However, SHIELD believed this wasn't very useful, so Colonel Fury requested I work on something else. Currently, I've been working on stun rifles that shoot out beams of nerve pulses, paralysing people. I personally think it's too brutal, but Fury thinks it's better than glue, especially since the mixture I created dissolves and breaks down after an hour, and is apparently very tasty to pigeons.'

"Huh, I'll see if this works." Peter goes back upstairs, takes out a bowl, the listed ingredients, and tools to mix it. "Ingredients: Sulphur, Carbon, animal fat, and baking soda. I can get Carbon from those carbon pencils, baking soda's under the sink, Animal fat, I think there's some in the fridge from what Uncle Ben cuts from his meat. And Sulphur, I think I still have those sulphur based stink bombs Mary Jane gave me to look after." Peter says aloud, before remembering the time his friend made Flash Thompson reek of rotten Eggs for two and half weeks.

Gathering the ingredients, he mixes it together, before reading the next part of the instructions.

"Mix together and then bake in a microwave for 11 minutes. This will make it form into the storage state." He doesn't know what his dad meant by Storage state, but never the less does at it say's. After 11 minutes of waiting, he opens the microwave to see the mixture has formed into several, small, Mento looking pills. "Is this, It?" He looks at one of the green coloured pills, cracking it open with his fingers, causing it to explode into a large cocoon of glue over his arms, face, and body, sticking him to a wall. "I hope the hour wait for it to break down goes fast."


Having cleared up and escaped the cocoon, Peter re looks over the formula., 'Note: Colour can be changed using food colouring.'

Having remade it with white food colouring, turning it into a white colour, simply because 'White won't be as noticeable as green' if he gets it stuck to the now white painted walls.

"Let's load this baby up." He places the pills of adhesive inside the shooter bracelets, clocking, replacing the outer layer, and holds out the shooter. He presses it once and lets go, causing a ball of white liquid to shoot out, hitting the wall. He fires again, this time keeping hold onto the trigger, this causes it to shoot out instead as tons of tiny thread like pieces of glue, sticking to the wall like a web, while still stuck inside the shooter. "I have webs." Peter comments to himself, smiling like a Cheshire cat.

*Bzzz* His cell phone vibrates, causing him to answer. "Hello?"


"Oh, Hey Harry."

"Pete, where you at man?"

"Home, why?"

"Because, me and MJ are standing outside your door and we've been ringing the door bell for five minutes."

"Oh, sorry, I didn't hear it, wait there." He closes the phone, clears up the mess, locks everything in the basement, and runs to the door and answering it.

"About time, We've been standing outside for so long, I'm surprised I didn't age a decade." Harry tells him, walking in with MJ behind him.

"Yeah, did you just fall asleep after running home so fast?" MJ asks him.

"No, just busy." He replies, starting to close the door after them, only for a him to sense someone else running to it, opening it again to see Liz Allan running to it.

"Sorry I'm late, Harry invited me. Hi Petey, nice house. Its small, but cosy." She tells him, walking past him.

"Er, Harry, are you throwing a party in my house?" Peter asks.

"No, we were just worried about you after punching out Flash and running away, Liz asked if she could come." His friend explains.

"So, since my aunt's out with your aunt and uncle, and Harry's dad is busy at work, we figured we'd see how many lame movies we can fit in to one night." MJ adds.

"It sounded fun, so I asked if I could join in." Liz also adds.

"Ok, so, no one else is coming right?"

"Not as far as we know."

"Huh, then why is there a car outside?" Peter asks, pointing to a car pulling over outside his house as two people get out. It takes Peter a minute to realize that the two are wearing police uniforms. "Er, Hello?"

"Peter Parker?" Asks a grey haired, older looking cop. "Detective George Stacy, This is my Partner, Officer Jean Dewolff." He tells him, motioning to the shorter female cop of Hispanic descent, her hair tied into a pony tail.

"We'd like to ask you a few questions concerning an incident involving Eugene Thompson." The second cop adds.

"Er, Earlier, Flash, Cops?" Peter stammers, Confused.

"You mean how Flash cut class after Third Period?" Harry interjects quickly.

"Yeah, He we haven't seen him since History." Liz adds.

"Peter got sick and left just before." MJ explains.

"Does it check out?" Asks Detective Stacy to his partner, who checks over her notes.

"The nurse remembers a student named Peter coming to her and being given the right to cut the rest of the day, no mention of meeting Thompson." Peter gets a moment of relief that Flash was stupid enough to use his name to the nurse instead of his own.

"Alright, Not sure if we should count solely on the word of his friends though." Stacy comments.

"Hey, what's this about?" Asks Randy Robertson, walking to the door with Kenny, having been playing Football outside and noticed the cops, and serving as a useful and convinient dues ex machina. "This about Flash getting his ass kicked by a senior?"

"Are you're saying it was a senior who assaulted Mr Thompson?" Asks Dewolff.

"Yeah, Flash was waiting around the class room, this senior came for his lesson, and then Flash got all up in his face, so he decked him." Kenny explains, continuing the lie.

"Wait, so why did Thompson claim that Parker was the one who assaulted him?" Asks Stacy.

"Parker? He thought it was lil' Peter Parker? Look at him, no offense to Pete, but there's a reason Thompson calls him 'Puny Parker'. He's tiny, no way could he deck Thompson like that."

"Ok, Story checks out." Mutters Dewolff.

"Ok, sorry for wasting your time, have a good evening." Detective Stacy tells them, leading the way for his partner to follow back to his car.

"Er, Ok, I'm not sure what just happened." Peter says, confused by everyone's ability to lie to the police so fluidly.

"We just saved your ass from jail." Harry tells him, opening a can of soda. "Well, maybe not jail, but we still saved your ass from something legal."

"Yeah, but why did Randy and Kenny do it?" Peter asks, before looking to the two jocks.

"Hey, I play with Flash, I go to Parties with Flash, I even hang out with Flash, but that doesn't mean I like him. Hell, I can't stand the guy to be honest." Randy explains. "He really had it coming."

"Besides, after watching what you did to him, you're not the type of guy I want to rat on." Kenny adds.

"Huh, Thanks, Thank you." Peter says, genuinely surprised.

"Well, we'll be going, still got to practise, C'mon Kenny." Randy tells his larger friend, leading him away. "See ya later."

"Yeah, see y'all later Peter, Harry, Mary, Liz, enjoy your, er, is it a nerd fest when one of them is a cheerleader and one's kinda hot?" Kenny states, getting an entertained face from Randy, who pulls his friend back outside to continue playing their sport.

"So, what are we ghonna do?" Liz asks, this being the first time she's done anything with these people.

"Watch TV, put on a few DVDs, Play strip poker, whatever happens." Harry tells her, grinning like a cat.

"He's kidding, we don't watch TV." MJ adds, laughing a bit.


Three days have passed, and Peter has been practising. He stands above a tall building somewhere in the City of Manhattan, balancing upside down with one arm. A janitor walks through the roof entrance to clean the roof, seeing Peter. "Hey kid, that aint safe." Peter doesn't even listen, causing him to return down to a group of people in an office on the floor below. "Hey everyone. There's some kid on the roof, doing a handstand on the edge."

"What Biff? What Kid?" One of the male office workers asks him.

"He looked sorta like that actor, what's his name, Tobey Maguire, only younger and skinnier, with a really big head."

"Big head? How big?" Another office worker asks.

"Like, Neil Patrick Harris big."

"Wait, Tobey Maguire, only younger and skinnier, with a bigger NPH sized head?" Questions a third office workers. "Sounds like Andrew Garfield."

"No, he's younger, like-" He's cut off when Peter drops down past the window, yelling happily. "That!"

Peter drops three floors, before pulling down his sleeves, revealing the shooter bracelets his father made.

He presses the trigger, holding down to shoot a long line of web fluid. His father was right, it is strong. He hits into the side of a building, his weight making it stretch slightly, allowing him to lose momentum without his arm suddenly ripping out. The stop combined with his limited momentum and gravity causes it him to swing, hurling him back up into the air.

He shoots another web line, letting go of the previous one. He allows himself to swing another great height, flying back up into the air. He swings two more times, getting cocky. The 6th time he spins a 'web line' he lets go after swinging, hurling him even higher into the air. He does this again two more time, before finally doing a back flip while in mid air. The tenth time he swings however proves to be his last. While flying up into the air, he tries to shoot another string of web fluid, but all it makes is the 'wssp' sound. No web, nothing. He's ran out of web fluid.

"Oh." Then gravity catches up to him, and he starts to fall. "SHI..." He hurls downwards, only 18 stories from a very unpleasant meeting with the curb, and still shouting loudly as he falls down another five stories. Yes, he's a dead man.

He manages to direct his falling body towards a building, clinging onto it with his adhesive skin. He manages to grip it, but friction is a very painful force, and he slides down two more stories, before losing momentum and stopping. "Oh my god that hurt!" he shouts, taking a hand away from the wall to look at the now bright red skin.

Days later, he experiments with the 'web shooters'. He opens them up and fixes a rotating mechanism that holds twelve test tubes, with each holding 5 web fluid pills, and once they run out, it revolves to replace it with another test tube. Fixing both of them like this, he should be able to shoot a hundred and twenty web lines (60 each arm) before he needs to reload.

He tries this again, this time without fail. He swings around, for probably half an hour, finally stopping after getting tired. He makes one last leap into the air, landing safely on the top of a small wall, balancing on his arms.

"Now, if only I had a way to use this to earn money." He thinks to himself, before looking down at the wall to see a poster, advertising some fight club: 'Win 30 grand! Last 3 minutes in the cage with Crusher Hogan! RUPW!'

"That was strangely convenient." Peter muses to himself.

-Next Time-

Peter enters the wrestling tournament, but not until after his new found power causes him to blow off his friends and be a jerk to his Uncle. But will this cost him? Of course it will! You all know how this story goes!

Notes on my depictions:

Peter: I wanted to make Peter the modern day outcast. From my own time at High school I noted that the people who were left out were usually smart, nerdish, had alternative tastes, and dressed differently. Peter, in all depictions, is a nerd, an awesome nerd, so I modelled him after a number of people I knew, combined with his comic depiction. Like I mentioned above, I wanted several versions mixed together. I wanted Classic Spidey combined with Ultimate, Spectacular, and film universe versions of him into one to get an Idea of the best way to depict him. I'm going to avoid the whole 'I have powers, I hate myself, I hate my life' angsty crap. As I see it, angst is something best left to rock songs with good guitar solos and tune that compliments or contradicts the lyrics and not be used in super hero stories, especially one like Spider-Man, which is proof that a light and soft story can use serious story telling and not deviate from the idea. I mean, he goes through hell, but keeps fighting, goes out, suffers more hell than anyone else, but keeps it up anyway, and that's how I want the characterize him: someone who keeps a happy face no matter the situation. Because of this, I'm going to try to keep him more of an idealist, such as him being one of the few characters to not swear much (Instead he replaces them with any word he came make up at the moment), and try to avoid making anything overly angsty.

Harry: I wanted Harry to be both Comic relief, and a woobie-type character. I wanted him to be a jive turkey, constantly saying outdated lingo and other things. I wanted him to be like Evan Daniels, but more likeable. The woobie aspect of his personality wasn't really touched upon, mostly because his woobie-ness stems from his interactions with his father, which didn't really happen in this chapter, but will eventually, however, by going with film and Spectacular versions, he's also unpopular just like Peter. I'd like to save the Goblin stuff for a long time, as I said, my other story is based a whole year ahead of this story, and I only made reference to Norman soon becoming the Green Goblin, though I will reference it until that point. However, I have already started to design both Norman and Harry's Goblin costumes for when it does come.

Mary Jane: For this version, I chose to go with the Ultimate depiction of MJ, as in isn't 'popular', but more along Peter's level. I also wanted her to be 'odd', as in sings along to music, dresses in a 'rocker chick' style (As in t shirts and baggy jeans), acts as 'one of the boys', etc. Basically, like how she originally acted in the comics, only not as flirty. In this version, she'll be his 'true' love, but won't get together for a while, and not until after Felicia Hardy. I really don't do romance or enjoy reading it, and I do agree that the Transformers films would be better without the whole romance arc, so I don't like to write romance. However, even someone like me, who doesn't actually believe in true love, can agree that Mary Jane is the best girl for Peter. Why? Because she was a badass who if kidnapped would beat the kidnapper with a pool cube and go and save Peter. In fact, Peter and MJ is probably the only ship ever I openly ship simply because how cool the two are. Well, that and Scott/Jean or Susan/Reed, but that's all because they're the official power couples of the Marvel 'verse. However, for now I will keep them as just friends, maybe throw in a love triangle if I decide to add drama, but like I said, I don't do romance so you'll likely not see anything of this for a while.

Kenny and Randy: Those two, I modelled them slightly after their 'spectacular' versions, with Kenny being more of just random comic relief with Randy being the straight man. Essentially, these two are 'those two guys', like Lenny and Carl or those two guys from Hamlet. Kenny, I wanted him to be slightly Jerkish but mostly just a big idiot, while Randy I wanted him to be the token nice jock, as in the only one on the football team who doesn't throw things at them.

Flash: Flash I went with his earlier depictions as a bullying jerk who, like his ultimate version and some other versions, isn't above picking on girls or kicking someone when they're down. I do however want to also make him the chew toy/butt monkey, the type of character which bad things happen to for humour, almost always because he's done something to deserve it, and likewise, when things happen that makes his life better, he's usually just done something nice. Karma is king, remember that.

Liz: I wanted to make her more of the dumb blond type of character (Though note that I mention her hair is brown, not blond) and actually a nice person, just really shallow. Not much to really say. I guess I'd make her just really stupid for comic effect, maybe if I feel like being nice to shippers have her pair up with Harry or something later. The thing about this is, she makes great character development material.

Sally Avril: went with Spectacular here, so she's a blond bullying cheerleader. I'm surprised that she doesn't appear in many retelling stories, especially those ones where things are twisted to make MJ the one bitten, instead they usually just make a new character. In fact, I've seen her in two so far, and I read a lot of them to try and get an idea on how to do this without being too similar to someone else.

Aunt May and Uncle Ben: Not much different, they're still just the regular old people who you have to like.

Norman Osborn: Didn't really do much here, but I'm going to go with the Corupt CEO type he's now fondly remembered as. I'm not going to make him hate his son, just not very proud of his lifestyle and very distant. However, he's still very callous and a real ass. The Green Goblin won't come for a while, not for at least thirty to fourty chapters. Why? Because, Norman Osborn appeared in my X-Men story as the CEO of OScorp and director of HAMMER, his own Private Military Contractor, and hadn't became the Goblin yet. Since this is based a year before that, he won't become the Goblin until I have this story 'catch up' to the other.

Other Characters and their depictions will be noted later.

General notes:

-Wasn't sure about a number of times when it seemed like it was too much info at once, but it establishes my ideas here. There's a lot of Peter's backstory in this chapter, when I should have probably spaced it out and put it into multiple chapters, but I decided to instead keep it contained to three chapters instead of five, unlike somebody. *cough*Brian Michael Bendis*cough*

-I hope I got an equal amount of humour and story telling in here. Didn't want too many jokes to spoil the story.

-Speaking of which, I'm not sure if the last thing with him falling worked out quite as well as I thought it would.

-The idea about tons of spiders instead of just one and multiple being bitten was so I could handwave the reason for so many spider based heroes or villains.

-As I said, while MJ and Peter got a lot of moments, and continue to do so in later chapters, they're not going to get together first. Instead, Felicia Hardy is going to be his 'first girl' in this universe. It would've been Gwen Stacy, but I had a different idea on how to use her, and I didn't want to have to kill her off first. God, I hate how everyone feels the need to kill off Gwen in these types of stories.