DISCLAIMER: I don't own Spider-Man or any related Marvel/Disney characters.

NOTES: This takes place in the same universe as my Iron Man and Thor fics. It starts up much later, though. I'm planning on a year long gap between when Iron Man ends and Avengers begin. So, this starts around the end of Iron Man. By this point in the universe, you have Iron Man, Captain America, Thor, Hulk, Hawkeye and Mockingbird. You have SHIELD and you have other minor heroes operating around the globe as well. This is a very Marvel world where Supherheroes and Supervillains are common place.

ZeroBen's Spider-Man

Chapter 1- "Accidents" Part I

It's a brave new world. An entirely new frontier. There's Iron Man, Captain America, Thor, Hulk and many others. There's SHIELD and SWORD. There have been numerous super-powered battles. Science and technology have been pushed to their limits and beyond. For one thirsting for everlasting and unending knowledge of all things scientific, there may never be a greater time to be alive.

Sixteen year-old Peter Parker was fascinated by such things. While other guys his age had their minds filled with girls, money and what they were doing this weekend - his best friend, Harry Osborn included - Peter was pre-occupied with expanding his mind further and further. For example, many guys his age were excited by there being a superhero named Iron Man, and all his adventures. Much more than that, Peter wanted to know how the suit worked. How it was able to fuel itself? How was it able to do all the cool things it could?

Peter Parker was fascinated by the science of superheroes. He craved knowledge, just had to somehow learn everything possible.

Tomorrow would be a great stepping stone. Because, tomorrow, Midtown High School was going on a field trip to Oscorp. A corporation created, owned and ran by Norman Osborn. Whom was the father of Peter's best friend, Harry Osborn. Which made it possible for Peter to receive a little insider information. It was a big secret, but Harry had found out that his father had recently joined the so-called super-soldier arms race. Some kind of formula had been developed, but Harry didn't know anymore.

Peter couldn't wait. Despite still having a full day to go, he had already began counting down the hours until the bus left tomorrow morning. It was just so exciting. The anticipation was giving him goose bumps. He couldn't recall being in this good of a mood in quite some time. Not since... Since...

In his bedroom, Peter looked to the framed photograph of he and his parents. Richard and Mary Parker. It was the last photograph that they had taken together. Six years ago, when Peter was ten, his parents had been trapped in a building fire. It was a fluke thing, a stupid little gas leak that no one discovered until it was too late. Both of them were dead, their bodies nothing more than charcoal. It brought a tear to his eye whenever he thought of them.

After the accident, Peter moved to New York to live with his uncle Ben and aunt May. Ben was Richard's older brother by more than a few years. They had always been close with Peter before the deaths. So, it was the only logical next step, to have him move in with them. Ben and May understood they could never replace Peter's parents. But, they would always love and take care of him all the same.

"Peter?" aunt May peeked her head through the open bedroom door, finding her nephew staring at the picture of his parents, "It's almost time for school."

Peter snapped out of his little trance, straightening his black-framed glasses and grabbing his backpack up off the floor, moving quickly past his aunt May...

Seeing he was troubled by something, she reached an arm to slow him, "Are you all right?"

"Yeah," he shrugged like it was nothing, coupled it with a fake chuckle, "Just lost track of time."

"If you say so," May knew better, but wasn't going to push the envelope. If he wanted to talk about what bothered him, he would. At least, that's what her friend Anna kept telling her.

"You guys signed the permission slip, right?" Peter asked as he headed downstairs, walking straight into the kitchen.

"It's on the table," May answered, walking down the stairs.

Peter spotted the sheet of paper on the kitchen table. Then he saw his uncle Ben with his face buried in the newspaper. He was a career electrician that had been laid off last month. Not having a job was driving him insane. It was like he had bugs crawling on his skin. He had to be out there in the world, doing something, making a difference somehow.

"There he is," Ben said from behind the paper, "Cuttin' it a little close, though."

"Lost track of time," Peter recited the line, grabbing the permission slip and sticking it in his backpack.

"Sit down," May said as she passed the table en route to the stove, "Bacon and..."

"I'm good," Peter grabbed a plain bagel and slapped a little cream cheese on it before turning toward the front door.

"Oh no no no," May halted his progress, "You got time. Sit down and eat something real."

Peter stopped and took a seat at the kitchen table, awaiting breakfast to be served.

:::Oscorp:::

Dr. Van Adder hated it when he had to be the bearer of bad news. Especially when said bad news had to be delivered to his employer, Norman Osborn. With each step that he drew closer and closer to Norman's personal office, the beads of sweat grew a little thicker, ran a little faster. Mr. Osborn was not someone who took kindly to bad news, no matter how great or small.

Van had arrived at the door with a plaque that read Norman Osborn. With a deep breath and straightening of his lab jacket, Van knocked. Not moments later, he was let inside.

Norman Osborn. The man who had built this corporation from the ground up. In the beginning, Oscorp was merely a dream mixed with an idea. Now, it was one of the strongest corporations in the world, boasting various locations. As well as being one of the single most profitable businesses there were. Second only to Stark Resilient.

"Yes?" Norman asked in his typical deep tone, sitting at his desk, sorting through different files on his laptop.

Another deep breath and an attempt at clearing his throat, Van Adder found difficulty in speaking. He hated this. Even though it wasn't his fault, it was always him going to Osborn. Never anyone else. And, because of that, he was the one who was always getting punished for mistakes he never made. It wasn't fair.

"Speed this up, Adder."

Van summoned the bravery needed, "Th-there's been a... an accident."

Norman cocked a brow, "Accident?"

"Maybe not so much an accident as a..." he searched for the words, "... Minor mistake in placement."

"Fair enough," at least Norman attempted to remain calm, "What happened?"

Van swallowed hard, fearing his job would soon be terminated, "We've lost a G.E.S."

"Lost?" the calmness was significantly more difficult to maintain, "You lost one of the spiders?"

"It would seem as so."

With a stern facial expression, Norman stood up, palms flat on his desk, those eyes staring daggers through the lowly scientist, "Am I the only one who understands the importance of those spiders? What they mean for Oscorp's future? What they mean for the entire world's future?"

"No, sir," Van said, "We all do."

"You do?" Norman slammed his fists upon the desk, face twisting into an almost evil expression, "YOU DO?"

Van had been startled badly, "I'm so sorry. W-we all are."

"Fantastic," venomous sarcasm from Osborn, "Tremendous, even. You're all so sorry, so apologetic. You all feel really bad. Well now, that makes up for your grave mistakes, doesn't it?"

Van knew his boss was being sarcastic, "Not to undermine the importance of having all of them. But, we do still have nine healthy G.E.S. specimens. That's more than enough."

"Of course," Norman nodded, "Of course. That's why we made ten instead of nine, because we only needed nine in the first place."

"I'm very terribly sorry."

"How did this happen?"

"Uhh... Well... D-during," Van stammered nervously, tripping over his own words "Well... While we were preparing the exhibits for the field trip, one of the cases were knocked over. No one saw it until it was too late. Only nine spiders are accounted for."

"Subtract the GES display from the exhibit," Norman stated.

"Sir, with all due respect," Van knew he was really stepping in it, "It's already been announced. Tomorrow's the field trip, then this weekend is the..."

"As far as the spiders go... It's all cancelled," Osborn said, "We have plenty other experiments that we can display."

The best thing Dr. Van Adder could do at the moment was admit defeat and simply agree with everything his employer said from then on out. If Norman Osborn wanted the GES display taken off the list, then that's what he would receive.

Van then turned to make his leave, but was stopped, "We're not done yet, Adder."

The scientist sighed and turned around, knowing this was the end of the line for him, "Yes, sir?"

Norman greatly enjoyed this. He enjoyed the fear he put into his employees. The looks on their faces, the sweat, the skips in their breathing patterns. They were all so god damn afraid of him. The fear was thick. He loved it, like a drug. It made him feel powerful, it supplied him the strength to be a titan of industry. To be the man he was.

"Your contract with the Osborn Corporation is now invalid."

Van's heart sank, shoulders slouched, world crashed like grass around him. He had worked here for the past ten years. And now he was fired? All because his co-workers were too big of cowards to face Mr. Osborn themselves?

Dr. Adder nodded his head, "I understand, sir. I'll collect my things immediately," and he turned for the door once more.

Yet, he was stopped again by Norman, "However, I'm giving you a chance at redeeming yourself."

Adder was listening.

"You find that spider," Norman explained, approaching Adder in an ominous way, truly becoming the dark side of his conscience, "You put it right back where it's supposed to be. And then, you are not only re-hired. But, you tell me who you want to be sent home. And, I will make it happen."

Van turned his head, stunned by those words, "Tell you who I want fired?"

"Yes."

Dr. Adder was a good man, an honest man. Certainly, his co-workers had rubbed him the wrong way recently and were usually throwing him under the bus. But, to be the reason that one of them lost their job? Their only source of income? As tempting as it sounded, that just wasn't him. It wasn't something that he would be able to live with.

"I can't do that," he said.

"I'll be honest with you, Adder," Norman crossed his arms, "I've always seen a lot of promise in you. A lot of potential. Bravery, too. I mean, it is always you who comes to me when something goes awry."

"Because no one else will."

"Exactly," Norman said, "Exactly, Adder. No one else will. They don't respect you, Adder. They know you're the leading scientist here. They're threatened by you. For all intents and purposes, you have them right where you want them."

This was making Dr. Adder very uncomfortable. It felt almost like Mr. Osborn was trying to mold him into something. It was odd and quite ominous. Now, if Vance had an opportunity to reclaim his job and position here at Oscorp, he needed to act quickly.

"If you would excuse me, sir, I'm going to try and locate the spider."

"Very well," Norman replied as Adder exited the office. Norman took a breath and walked over to the windows behind his desk. His hands clasped behind his back, he stared out into the morning sun peeking above the New York skyline. Losing a GES specimen was a setback, no two ways around it. However, there may have been a silver lining hidden within this dark cloud.

:::Midtown High School:::

Being a Sophomore at Midtown High wasn't always the easiest thing in the world to endure. You weren't considered a noob any longer because you were a step-up from being a Freshman. However, you weren't a Junior or Senior, so you didn't have much juice to work with. Essentially, you were the meat of a sandwich.

At the moment, since the weather was pleasant and warm, most of the student body were eating their lunches outside. As they usually did, Peter Parker and Harry Osborn sat together amidst the masses. Looking around, you could see other notable students. Such as the quint-essential jock, Flash Thompson and his sidekicks, Kenny 'Kong' McFarlane, and Hobie Brown.

There was also Randy Robertson, Jessica Jones, Felicia Hardy, Eddie Brock, Kitty Pryde, as well as best friends Bobby Drake and Johnny Storm. To the side, one quiet blonde girl shrouded in goth clothing sat alone with her lunch. This was the NYPD Police Captain's daughter, Gwen Stacy.

"She always looks so sad," Peter commented, drinking a soda.

"The life of a cop's daughter can't be easy," Harry said rather simply.

"I don't think she has any friends," Peter said, "I mean, I've never seen her talk to anyone. Well... willingly talk to them."

"That's the way she likes it, dude," Harry replied, "She's all dark. Probably writes suicidal poetry and zombie stories where she's the sole survivor."

"That's kinda mean."

Harry just shrugged as he ate his lunch, "Some chicks just hate the world. And Gwen Stacy's one of them."

"But, why?" Peter was curious, "There has to be a reason. Something more than just being a policeman's daughter."

"Imagine if your uncle was a cop in a world where there's gods of thunder, giant bad guys and super-powered battles. What if what happened in San Francisco last year happened here?" Harry raised an interesting point, "Your uncle Ben's an electrician and my dad's got an office job. But, her dad? He's out there every day fighting the..."

"Sup, losers?" Flash Thompson and his buddies.

"Real creative," Harry remarked dryly.

"Yeah, I know," Flash chuckled and received a high-five from his pals, "So, I been thinking..."

"Wow," Harry laughed, "That's an improvement."

"Watch it, Harvard," Hobie warned him.

"Fine," Harry said, "Flash, what do you want? If it's lunch money, we already spent it."

"That's the thing," Flash smirked, "I've decided to be nice and stop with the lunch money."

"Really?" Peter was skeptical, but hopeful.

"Yeah," Flash resumed, "Now, you're just gonna do my homework. And, as long as you do, then I won't take your money. We got a deal?"

Harry had heard enough and decided to take a stand, "What's your problem? You got the girls, the trophies, the popularity, and a scholarship to Syracuse just waiting for you. Why do you always have to mess with us?"

"Simple," Flash moved close, inches away from Harry in a threatening way, "'Cause I can."

Harry wanted to put an end to it right then and there. Wanted to punch Flash right directly in the nose, breaking the bone and watching with a smile as the blood flowed. Harry's fists both clenched white-knuckle tight. His heart started picking up the tempo, the adrenaline ran thick.

Into the scene walked Flash's girlfriend, his trophy. The young woman who Harry saw as the single most beautiful girl that God ever created. Her name was Elizabeth Allan, better known as Liz. She had just walked up with fellow cheerleader, Sally Avril, who happened to be Hobie's girlfriend.

Liz Allan was the dream for Harry Osborn. Alas, she seemed to be a dream that would never come true.

Harry relaxed his stance, calming down once Liz was there.

"I told you," Liz turned to her boyfriend, "Leave these guys alone."

"Ew," Sally spoke up, "Sticking up for the lesser species is so socially suicidal."

"C'mon," Liz directed them away, "Let's go."

"You're just lucky my girlfriend is such a humanarian," Flash said as they started walking away, passing by Gwen, "Outta the way, Twilight!"

Gwen paid no attention, ignoring him while writing in her notebook.

Wait... Humanarian? It was supposed to be humanitarian. Idiot.

Harry sighed as he watched them leave, specifically Liz. Peter patted him on the shoulder, "No worries, buddy. She's bound to wake up eventually."

"Doubt it," Harry grabbed his things as lunch ended and everyone headed inside.

"No," Peter had thought this through, "Statistically speaking, the head cheerleader and star football player don't end up together. Plus, given Liz's nice personality and Flash's crappy one, and also the fact that you're rich..."

Harry laughed, "Ah, Pete, you always know how to make me laugh."

"I do what I can."

:::The Parker Household:::

Peter was on his way home, having literally just stepped onto his street. It was later in the evening, the sun having just finished setting. He was coming home a bit later than usual, but had already alerted his aunt and uncle ahead of time that he would be taking a trip to the local library after school to study for an upcoming quiz.

Peter noticed a moving truck parked out front next-door to his house. Was Anna Watson moving out? No, couldn't be. The truck's trailer was much too small. Was someone moving in? Oh wow, did Anna find herself a new beau? Oh god, why did he just say beau?

Anyway, Peter kept walking, hands in his pockets, curious but not nosy. Okay, maybe a little. As he started to pass by Anna's property, uncle Ben emerged from inside the house, waving goodbye to Anna and...

"Nice to finally meet you, Mary Jane," Ben smiled as he closed the door, then saw Peter walking by, "Hey there, Pete. How goes the study session?"

"Good," he answered simply as they came up on their house, "Who moved in?"

"Anna's niece, Mary Jane," Ben explained as they entered their home, "She's actually your age."

"There's my boys," May smiled, "Just in time, too. Dinner is ready."

"I didn't know Anna had a niece?" Peter set his backpack down and headed for the kitchen table, taking his seat.

May seemed a little apprehensive to say anything as she served Peter and Ben their dinners, "Well, Anna's a very private person."

"No, she's not," Peter laughed, "I think she created gossip."

"You be sweet, Peter," May scolded.

"Sorry," he mumbled, starting on his meal.

Ben and May glanced at each other briefly, and Peter picked up on there being something they weren't telling him about. Aunt May sat down, seeming troubled.

"What is it?" Peter asked.

"He's going to find out, anyway," Ben said to his lovely wife, "Maybe it's best if we told him."

May sighed, "I suppose you're right."

"Is it something bad?" Peter wondered, now a little scared of what he was about to hear.

May explained enough so Peter would be aware of the situation, but not too much that he was privy to all the dreadful little details, "Anna's sister was always a good woman. She, Anna and I were best friends for many years in our childhood. But, then she met a man. And, in the beginning, he seemed perfectly all right. He and your uncle used to go to ball games together as often as they could."

She continued, "Little did we all know, he had a horrible mean streak. One day, purely by accident, Anna and I spotted a bruise on her side. And, from that day forward, it just got worse. He started drinking and she did as well. And, the abuse didn't stop until..." May swallowed a lump in her throat, "Mary Jane came along. Then he started hitting her when she was five years old."

"Pete," uncle Ben leaned forward on the table, speaking quietly, "Mary Jane has been through hell all her life. It wasn't until now - thank god - that Anna was finally able to get custody."

"We were all hoping that maybe you could try and be her friend," May said, "Help her get her life back on track."

"Help her get her life back on track?" Peter couldn't believe that, yeesh, talk about pressure, "You can't say that to me. How am I supposed to do that? Until twenty minutes ago, I didn't even know she existed."

"Peter..."

"No," he stood up from the table, "No, I feel really bad. I do. But, I have the exam coming up. I have that internship with Doctor Connors at ESU in two months, I have a lot on my plate."

"Pete," Ben stood up as well, "No one's forcing you to do anything. We just thought that with you two now being neighbors, that you could just help her fit in at your school."

Peter laughed, what a joke that was, "I don't even fit in! Just today, Flash Thompson told Harry and I that we need to do his homework for him or he'll take our lunch money. How classic is that?"

May turned her head in disgust, "How juvenile, is more like it."

"Bullies," Ben shook his head, "It's all the same with them. They just don't realize that with great power comes great responsibility."

Peter knew that expression well. It must have been his uncle's favorite line because he was always reciting it every chance he got. It did ring true, though, that much for certain. It also got Peter to thinking...

He had found himself in a situation where he had the power to do something good to help out this Mary Jane. And if he had the power to do that, then it was his own responsibility to see it through.

"Okay," he said, "I'll try to help her out. If she wants, we could go to school together tomorrow. Wait, no, the field trip."

"She's starting on Monday, anyway," May explained, "And, thank you Peter."

:::Little Later:::

Time to call it a night. Peter Parker was getting ready for bed, though he figured in not being able to sleep well due to tomorrow being the big day. However, his thoughts weren't centered on the trip to Oscorp. He found himself thinking more about this Mary Jane. How bad had she had it all her life? Aunt May and Uncle Ben didn't go into details, but they alluded to there being a long history of abuse.

Of course, Peter wasn't going to say anything to Mary Jane about him finding out her history. If she wanted to tell him, that was a different story. Assuming that she even wanted to talk to him, though. If she was anything like the other girls at Midtown High, save for Liz Allan - but that was more because of Harry - then she wouldn't want anything to do with him. And that would really throw a kink into the plan, now would it?

Peter yawned and killed his light. He then went over to his bedroom window to close it. That's when he discovered that his and Mary Jane's window were directly across from each other. Her blinds were closed, but the light was on so he could sneak a peek at a shadowy silhouette. She was walking back and forth, more than likely setting things in their proper place.

Then he sighed, realizing he was being a bit of a peeping tom...

"With great power comes great responsibility," Peter remarked humorously to himself as he shut his window and then went to bed.

::::::::::::::::::::::::::::::::::::::::::::::::::ZEROBEN'S SPIDER-MAN::::::::::::::::::::::::::::::::::::::::::::::::::

I wasn't going to add Spider-Man to this universe. But, the more I thought about it, the more I realized he needs to be part of it. Hulk was going to be the next addition to the universe, but I decided to keep him in Iron Man and Thor rather than give him his own. So, here you have Spider-Man in his own story. While there are other heroes, it's not going to be like he constantly has help.

Final note; I know I've bailed on Spider-Man before. Countless times. Whether from lack of reviews or the last one because I wanted to focus on Iron Man. But, this one is an entirely different approach. This is an entirely different universe. And this is a promise... I will finish this story.