Author's Note: This begins my story Spider-Man: Downfall. As it is, I STRONGLY recommend that you take a look at my world's Spider-Man's backstory before reading this. It will make your life a lot easier.

Chapter 1: Birthday

The sun shone magnificently through the equally magnificent city and its towering skyscrapers. He could feel the blood rush through his body and his heart pump rapidly from the constant and rapid motion, and his head was starting to throb ever so slightly from the physical exertion of it all. And yet none of that bothered him in the least.

Nothing would ruin his mood today.

As the Amazing Spider-Man swung across the city back to his apartment, all the while feeling the sheer exhilaration that came from swinging so fast through the city, he was convinced that there was not a thing here in the big apple that could possibly detract from his day in any way. The reason for that was simple: today was his birthday, 25th to be precise, and the last few years had told him that he need not worry when it came to his beloved aunt and recent wife of doing something special for him. So it was that his swing back home was an especially exhilarating one, which he chose to express by swinging by in a more robust and flamboyant manner than usual.

What could he say? He was a show-off sometimes. If he wasn't, then he wouldn't be Spider-Man.

He looked out at the majestic city facing him, marveling at its grand scope like he did every day, as he navigated through its many skyscrapers with the practiced ease that came from almost a decade of web-swinging.

As Spider-Man swung through the city, going a little lower to the ground as he did so, he felt a sudden sensation hit the back of his skull. The world slowed down for a second as he felt the destruction and alarm that was happening not that far from where he was. His "Spider-Sense" was at work again, warning him of nearby danger. Being Spider-Man, that meant that he was about to rush head-long into it.

Needless to say, he doubted that his spider-sense was designed for that purpose, telling him when crimes for him to stop were happening, more likely it was to urge him to stay away from anything bad that was happening. And yet he ignored it when it did that. One could argue that that wasn't very bright of him.

Still, "With great power comes great responsibility" were the words Spider-Man lived, and would most certainly die by, though he hoped that it would never come to that. And besides, his spider-sense was buzzing only slightly this time, suggesting that it was a minor threat, nothing that he couldn't handle. And as Spider-Man swung into view to confront the perpetrator, or rather perpetrators, he could see why that was.

They were Shocker and the Enforcers: Ox, Montana, and Fancy Dan. They were some of the first foes he had ever faced, and in the case of the Enforcers, some of the most pathetic excuses for foes that he had ever faced. The Enforcers, while they passed themselves off as a deadly trio that would murder for the right price, were little more than glorified purse-snatchers when going up against someone with superhuman strength, agility, and something resembling a brain in his head. Shocker, on the other hand, was surprisingly resourceful and persistent for a supposed D-lister: though Spidey had trounced him with ease the first time they fought by just webbing up his shock gauntlets, Shocker had since taken measures to ensure that he would not be so easily defeated in future encounters. He was also pretty flexible by super-villain standards, not limiting himself to any one particular type of crime. Still, how the authorities could never seem to keep the guy in jail was kind of hard to imagine, but Spidey reasoned that Shocker was just a natural survivor.

Between the four of them, Spidey figured that the fight just might enter the area of almost-challenging, but he doubted it. And indeed, one strand of webbing and a bit of pulling was all it took to deal with the Enforcer's leader Montana, who ended up hanging upside-down from a lamp-post for his troubles. By that point, the other three villains looked up to see their least favorite person in the world leaping down at them.

"Hi, guys. Surprised? What'd you expect, Captain America?"

Spidey went down at the villains, first firing some strands of webbing into Ox's face, effectively blinding him, before landing on the roof of the jewelry store Shocker and company had just robbed. He dived to one side to avoid Shocker's predictable response-a shock blast from one of his gauntlets-and also fired a strand of webbing around Ox's legs. One pull was all it took to bring the brutish thug down.

Fancy Dan, ever the quick shooter, was a little tougher. Once more webbing from Spidey had disarmed him of his guns, he was surprisingly quick on his feet, being able to dodge many of Spidey's punches and kicks before he got bold and tried to grab Spidey's leg. He was on the floor bruised and webbed up just a few seconds after that.

"Thanks for teaching me some more moves Felicia…"

Spider-Man's spider-sense began to buzz once more and he leaped out of the way, just barely avoiding Shocker's next blast. Shocker refused to let up and kept at him, firing blast after blast, all of which Spidey easily dodged. For the web-head, getting hit was not the problem: the problem was that Shocker's missed blasts were causing damage and were going to hurt or even kill someone if he did not end the fight as quickly and efficiently as possible. And so, with that in mind, Spidey moved in, continuing to dodge Shocker's blasts, and put as much force as he could into one knock-out punch.

Shocker's padded suit minimized the pain felt from the blow, but he still staggered back, and Spidey could tell that his head was no doubt throbbing from the hit. A follow-up attack would be all that was required to take Shocker down. As Shocker attempted to steel himself from the pain, Spider-Man resorted to his infamous smart-ass remarks to keep Shocker distracted and angry.

"So, honestly, what is this Shocker? Like the fifth time I've had to take you down? No wait, wait, it's the seventh, right? What with you being on the Sinister Six and Syndicate and all…"


"Ooh, ouch. Temper, temper, Shocky. Well, I can see you're not in the mood to play around, and, honestly, neither am I, so whaddya say…"

Spidey dodged Shocker's next couple of random and poorly directed blasts and leaped forward, launching upward the second he landed on the ground near Shocker and landing a vicious uppercut to his jaw, which knocked him out.

"That we end this little fiesta and all walk away happy, OK? Well, not in your case anyway, what with you going to prison and all…again…"

No sooner did Spider-Man finish webbing up Shocker, Ox, and Fancy Dan completely did he hear the familiar sounds of police sirens. Spidey took that as his cue to scram, swinging back to his apartment as fast as he possibly could. He looked out at the sky and could see that it still wasn't quite evening yet. That meant that he still had time to get back home before his party started, unless of course Aunt May and Mary Jane's surprise was something that was happening way early, in which case he had screwed up his own birthday party…

Wouldn't be the first time.


Spider-Man swung by the new apartment he and MJ now shared. The combined salaries from MJ's acting career and Peter's job at the Bugle had been enough to afford something a bit classier than what Peter had been dwelling in throughout college. As it was, Peter was not sorry in the least to be leaving his old apartment and he had the suspicion that his landlady was not sad to see him go either…

Peter kept out of sight as he landed in an alleyway behind the apartment complex and changed out of his costume. He then went in through the back and made his way up the stairs and through the halls to his and MJ's room, his anticipation growing with every step-partly out of excitement, and also out of fear that he might be late for his own party. Upon reaching the door, he breathed a sigh, composed himself, and opened the door…

All of Peter's fears evaporated as he was greeted with his favorite sight in the world: Mary Jane's smiling face, which he got to admire for all of a second before MJ grabbed him as hard as she could and planted a big kiss on his mouth to the joy and applause of the other people present. Peter quickly overcame his surprise and closed his eyes to cherish the moment. Once he and MJ were done kissing, Peter got to see who had come to his party: Aside from his Aunt May, Hobbie, Glory, Flash, Felicia, Liz, and his old pal Harry were all there to celebrate his birthday. It really was nice to see this little circle of friends of his all gathered here today to celebrate this day with him. Definitely a far cry from his "puny parker" days when his having friends was unheard of. Now he had several, and the real irony of it all was that two of his prime tormenters were now among his closest friends.

"Happy birthday Peter" Aunt May said with a loving smile. Peter smiled back and gave his old aunt a hug before greeting his friends, including Harry, whom he hadn't seen in years. It made for a nice reunion as Peter happily embraced his old buddy.

"Harry, how have you been? It feels like I haven't seen you in ages!"

"Well, actually, it has been a while since you and I last spoke. I have been kind of busy. Dad's business doesn't run itself, so I've been having to take over the reins for years now. And usually I'm either in a board-meeting or on a boat or plane to G-d knows where. I never seem to be able to actually look at any of the good stuff that Stromm designs…So how have you been doing? Replaced ESU's science professors yet?"

"HA! I wish. Nah, I've still got my job at the Bugle. Besides, no one can ever replace Dr. Connors…"

"Maybe not. Still, I think you outsmart half of them already"

"Gee, thanks Harry. You seem to be the only one who thinks so"

"I don't know about that," Mary Jane added playfully.

Peter smiled at his wife's sweetness and then walked over to Flash, preparing himself for one of his former rival's trademark bone-crushing handshakes.

"And how's the Big Man on Campus been doing?"

A cocky smile that Peter had already seen a hundred times materialized on Flash's face. "Doing good now that you mention it. That campus has me as its gym teacher these days. I've never felt happier to be at school in my life."

Flash's light-hearted tone became a bit more serious when he pulled Peter close to him and whispered:

"Hey, Parker, whose the white-haired chick? She's smoking hot"

"Wait, you mean Felicia? Yeah, don't hurt yourself Flash. She's not a good match for you."

"Not a good match? Parker, have you forgotten? No woman can resist the Flash…"

And with that, Flash walked over to Felicia Hardy to strike up a conversation and Peter shook his head. Flash was his friend these days, but even so, there were some things that never changed. Deciding to spare himself from having to watch what would no doubt be a painful sight, Peter walked over to his fiancée. As he did, he found himself realizing that it was kind of unusual that Felicia was even here. True, she did know who he was, but that had been the reason they'd broken up in the first place: she had no love for Peter Parker, just Spider-Man. So then why come to Peter Parker's birthday? Peter had no idea. A change of heart perhaps? As he walked over to Mary Jane, who was in the process of preparing appetizers for everyone. As he approached, she looked up and smiled at him as she kept working on the dip.

"So, what took you so long Tiger?"

"Eh, usual occupational hazards. Shocker and the Enforcers. Nothing I couldn't handle" Peter replied as he took to helping MJ with the food.

"I'm glad. I would had to have gone out with a signal flare if you'd taken any longer."

"You could have just called" Peter said as he tried in vain to make the deviled eggs properly.

"Where's the fun in that?"

"Come on MJ, I thought you knew: I'm no fun at all"

"Oh I wouldn't say that…" MJ snuck another kiss on Peter's lips before he could react in time. So much for superhuman reflexes. Though he wasn't sure he minded either. Being near Mary Jane was something that Peter never tired of, and it was only the wait for a more stable life that was keeping them from marrying. But at the rate that was going, it wouldn't be long before things really started to improve and they could finally get together…

Peter was shaken out of his thoughts when his aunt suddenly brought out the birthday cake. He smiled and prepared to blow out the 25 candles on the cake…


One cake later, and everyone was sitting down and relaxing as Flash was entertaining the others with a bevy of his many football stories, and how in each one he always managed to win the game, usually against unlikely odds. Granted, Flash would occasionally exaggerate what had actually happened, or would sometimes leave out or add certain details to add to the drama or make himself look better, but Peter was content to let Flash have his fun all the same. He was just glad to have this night all to himself. A night where he could throw off his great responsibility just long enough to spend his birthday with his friends and family. He was definitely going to enjoy it…

Eventually, all of Peter's friends decided that it was time to go, and Peter and MJ bid them all goodnight. Peter and Harry had one last hand-shake and Peter asked if they could talk again sometime.

"Ah, I'd love to Peter, really. But like I said, dad's business does not run itself, and these days, between Stark and Obadiah industries, it's a fight to stay in business. Sorry Peter."

"All right, I guess I'll have to settle for less…take care Harry."

"Likewise Peter."

And with that, Harry was out the door along with Liz. He was followed by an ever-blissful looking Hobbie Brown and Glory Grant. Peter smiled as he watched them go. Those two had been together throughout College and beyond, and Peter was left kind of surprised that they weren't still married yet. He figured that they, much like him and MJ, wanted their lives to be a bit more stable first. Next out the door was a now dejected Flash Thompson, and then finally the woman who had been the first to ever brush him off. Unlike the others, Felicia was in no hurry to leave. She stopped at the door and looked at Peter with those piercing green eyes of hers. It unnerved Peter slightly that her gaze could still do that to him…

"Your friend, Flash is cute…but unfortunately not my type"

"Yeah, I figured. Tried to warn him too, but a willful beast must go its own way"

"Indeed. Well, happy birthday Peter"

And with that, Felicia was off with the others. Peter could overhear his aunt and MJ talking to one another as she disappeared.

"Not to be a judgmental Judy, but I don't care for that woman. She's a bad influence on Peter…"

"You know I am within ear-shot Aunt May. And come on…" Peter walked over to his aunt and fiancée as he continued:

"…Am I not still the same old loveable Peter Parker you raised with so much care?"

Aunt May smiled at her nephew's easy-going demeanor, and replied: "Yes, Peter, you're still the man I raised. Though perhaps a bit different since your younger days…"

"That's an understatement. Half-human, half-spider, it's a weird life."

"But a fun one" MJ added playfully. "I'm actually kind of jealous sometimes when I see you swinging around the city when I have to take a cab…"

"Hey trust me, swinging around all day is not as easy as it sounds, there's a lot of strenuous physical activity to be had, and—"

"OK, OK, I'll just take your word for it. Still sounds better than a cab though."

Aunt May chuckled. "OK you two, I'll just be going now. Take care Peter, and happy birthday"

"Thanks Aunt May"

Peter hugged his aunt one last time and saw her out. When he returned, he could see MJ was already cleaning up. He pitched in, and as she was washing the dishes, Peter got a good look at her beautiful face, something that he realized he had not been seeing enough of during the past week.

Well, time to make amends. The second they were done cleaning the dishes and got changed, Peter pulled MJ close to him and they shared a passionate kiss. Instinct took over after that, and their clothes dropped to the floor. They made love to one another, and then slept in each-other's arms contented.

"Happy birthday Peter"


Shocker awoke to a painful jolt of electricity that caused him to scream as loudly as he possibly could. He looked around desperately but could see nothing in the pitch-black darkness of the room. He could, however, tell that he was stuck in a steel chair, strapped onto it as if he were about to be executed in an electric chair. Same restraints. But where was he exactly? Shocker couldn't tell. He had remembered an explosion tearing through the armored police car he and the Enforcers had been placed in and passing out in the chaos of it all, but he couldn't tell who or what had caused the explosion. And now he was here. He'd been kidnapped. And whoever had kidnapped him apparently also had a real sick way of waking him up.

Then Shocker heard his "hosts" voice: "Hello, Herman. I'm so sorry for the rude awakening but I need answers and only you can give them to me"

"Where am I? Who the hell are you?" Shocker was still dazed from being painfully woken up, but tried to center himself as he asked these questions. In his wooziness, he couldn't make out the voice in the darkness, so he couldn't tell if it was someone he knew or not. And judging from how dark, deep, and also generic the voice sounded, Shocker suspected that it was being artificially masked, in which case it made no difference.

"You are in a safe-house of mine that acts as an occasional base of operations for me. Who I am is none of your concern. Just know that I was the one who tipped you and the Enforcers off regarding the diamond shipment that was deposited at the jewelry store."


"I wanted to evaluate Spider-Man's abilities when he inevitably showed up to combat you. However, I did not witness it for myself, so I would like you to personally recount to me the battle and what transpired"

"What's there to tell? He trounced us, it wasn't even a fight…"

"Details Herman, details. I did not go to the trouble of freeing you from police custody while your friends the Enforcers went to prison just for you to be vague with me. Tell me everything about your battle with him."

"What does it matter? You knew that he was going to beat us anyway! We were no match for him and you knew it!"

"Of course I knew, but that's not the point. You're just a pawn here Herman. A pawn in my game of vengeance against the wall-crawler. And in this game, victory will only come with the proper number of twists of the knife, after it's been stabbed in all the right places of course…"

"Bite me. I don't give a damn about the wall-crawler and I ain't interested in revenge, so let me out of here and—"

Shocker felt another jolt of electricity, cutting him off and causing him to howl in pain once more.

"I don't tolerate anyone taking that tone with me. Now tell me what I wish to know"

"All right, all right! Jesus! OK, well, first he webbed Montana up…"

As Shocker recounted the tale of how Spider-Man bested him and the Enforcers, and exactly how he did so, to the best of his ability, the mysterious figure in the shadows just listened intently. Finally, Shocker concluded with him and the Enforcers being led into the police cars.

"…And I think you know the rest"

"Indeed. Extraordinary individual isn't he?"

"Yeah, a real one-of-a-kind pain in the ass. Now get me out of this chair!"

"Ah, but I'm afraid I'm not letting you out just yet Herman. As I said you're a pawn in this game, and as such I can't have you sharing any information with anyone else…"

"What? But then…what are you gonna do with me?"

"Oh, you'll see in due time. And who knows? You may just have yet another part to play in this little game…revenge is sweet. I'm not so selfish that I won't share it with anyone…"

Author's Note: And that's the end of chapter 1. As you may have guessed from that epilogue, the rest of the story will be a great deal darker than the bulk of this chapter. It was hard writing Peter's friends and loved ones well, which, given how I'm such a Spidey-fan, is a little sad. Still, this is Chapter 1. Please review!