The All New Ultimate Spider-Man part 3

"With Great Power,"

Miles awakened again from his exhausted state to the waking world. He noted that he was not alone in the room. He recognized the woman as the school nurse who seemed to be packing up some things in her kit. She was speaking to Ganke and then hearing the tidbit of everything will be fine she walked out. Ganke sighed then turned his attention to Miles and noticed he was awake.

"Oh dude, thank goodness, I thought we would have to call the hospital or something," Ganke said with a sigh of relief.

"What did the nurse tell you?" Miles asked sitting up and rubbing his head.

"She said, that you had a few bruises and that you were just really worn out. Of course I had to cover for you since she started asking what you were up too,"

"What did you tell her?"

"Told her you weren't the most likeable guy back home, a real tough guy that was fresh at the mouth. Got us both in some situations,"

"Well I guess that's fine," Miles said rolling his eyes as he slipped off the top bunk.

"What happened to you last night, I've never seen you so beaten up?"

"Some guy who calls himself the Rhino,"

"Like that thing that Iron Man stopped that one time?"

"…I'm not sure I know what you're talking about, but this guy was definitely a person. He had this crazy armor that made him like invincible and plus my web shooters are empty now,"

"Ya know, if ya give me some time I might be able to replicate that stuff for ya,"

"Seriously?" Miles asked in wonder but then sighed. "If I have any left…"

"You know you missed like a whole day of school right, you have a crazy workload ahead of you this weekend. I doubt they'll let you go home either,"

"That's great…"

"You might be one of the few people still at school,"

"Thanks for reinforcing your point, you're a true pal Ganke,"

"I try,"

"Now then, where is this work I have to do?"

Ganke points toward the desk and Miles' mouth drops to see the loads of paper and bookwork. He sighs running a hand over his head as Ganke pats his shoulder. Since it was already late that afternoon and on a Friday Miles decided that after his beating the night before to take it easy. However, he reconsidered immediately knowing that he probably won't get a chance to again until possibly Sunday with the workload he has now. Since he had no web-shooters he was back to the basics. Wall-Crawling, and jumping to get from point A to point B.

With a hap hazardous patch job, Miles was out and about the city once again. Currently he was scaling the side of a building remembering that it was imperative to not look down. However, he was forced to after hearing a loud blast ring through the air. He looks down to see a building…flooding?

"What the-?" Spider-Man muttered as he landed nimbly in the streets. "What is this did they spring a leak or something?" He walked over to the water standing in the rushing water as it passed. He noticed shining pieces of the water noticing numerous jewels and such from the shop. Spidey was even more confused with his Spider-Sense went off. He felt a blunt object slam into his side and he went flying to bounce off a car and onto the pavement. He groaned as he noted a shadow appear over him. He looked up to see a man entirely made of water holding a car above his head. The man dropped the car down, but Spider-Man was faster as he leaped to avoid it. He slid on his feet then shot back at him with his foot leading. However, he passed through the water man. "What the, what are you?"

"Listen you knock off Spider-Man, this don't concern you so just walk away," he advised.

"Afraid I can't do that, if you're gonna go around causing more water damage. Like this city wants to see anything more than a puddle with that giant wave that flooded the city,"

"Not my problem," he lashed at his arm to create a water whip. Spidey used his agility to avoid it while in an awkward position for anyone except Spider-Man. Spidey struck with a downward chop, however just like his kick it was useless. However, the response was quite effective agasint him. A wave of water slammed into Spidey to send him straight into a wall. "Trust me kid, this aint a problem you want,"

The water whip dragged him through the pavement and flung him into the air. Finally, the water man moved to finish the fight when Spidey held out his hand to unleash a Venom Sting. The electrical based blast had shattered the water man's hand.

"AH!" he cried pulling his arm back. Spidey noticed that the arm didn't come back making him feel quite reserved with using that tactic again. He already knew what happened when he used that ability recklessly…

Spidey's lament was cut off by his spider-sense. He jumped up performing a vertical split over a water blast. "Who are you and how are you doing this?"

The water man reached out with his none melted hand to grab Spider-Man's torso. After uselessly pulling at the water he faced the water man. "Hydro-Man,"

And just like that he threw Spider-Man at least two blocks down the street. Spider-Man bounced off a few cars and finally found a nice cozy spot on the pavement in moving traffic. Spidey was quick to jump up and toward the side of a building to avoid getting ran over. He looked over to see Hydro-man was gone.

"Looks like I'm 0-2…" he groaned scaling the walls of the building. With an obvious sulk he returned to school pretty early all things considered. He planned on calling ahead to his parents tomorrow to let them know that he would either be home quite late or later in the weekend. Knowing how his activities as Spider-Man ruled his evening time he supposed the latter of the two would be better. He returned to his room got dressed for bed and was out like a light.

The next day he did as he said he would. Phoning his parents offering a lame excuse of wanting to get some work finished, so that's why he would see them tomorrow. They accepted it although he thought he heard a little bit of worry in the voice of his mother when he told her the news. She was always worrying about him, a bit overbearing, but none the less he felt loved. Miles went to the library and begrudgingly got down to business of doing his work. There were some advantages of being one of the few people still on campus during the weekends. The staff give you your space and a bit more open to talk to if they hadn't went home themselves. Miles also had a chance to get his costume dried off after the battle with Hydro-Man, he felt a wash wasn't needed.

He began reading and writing down things from y=2, to how Alexander the Great was known as of histories best conquers and largest empire of the time. He was so busy that he was startled by the presence of someone else besides him in the room. He looked up to see a girl with chestnut hair and glasses, skinny girl beginning to develop her curves and chest, and she had a few hairs highlighted with purple. She dressed very conservative with every inch of her covered save her hands, neck, and face. She looked at Miles since she had dropped a book which caught his attention to her presence in the first place.

"Sorry about that," she said quickly as she bent down to pick it up.

"It's okay, I don't mind at all," Miles said smiling at her trying to be friendly. "I had thought everyone had went home,"

"Well here I am," she said with a shy smile of her own. She glanced at the table Miles was working at and smiled. "I see someone is trying to catch up on missed work,"

"That obvious?"

"Yeah it kinda is. You know your friend Ganke isn't quite as active without you around,"

"Really, you know Ganke?"

"We talked once or twice before. He's nice, a little bit out of reality, but nice,"

"What are you doing here on the weekend," Miles asked. She rubbed her arm sadly as she broke eye contact.

"Just…don't really feel like being at home,"

"I see…" Miles muttered sensing some sort of sad back story. However, she seemed to brush that aside as she smiled back at him making Miles back a bit. She walked over to his table and sat next to him still smiling. Miles felt his tongue getting dry and suddenly it just got hotter.

"Well since we're probably the only students here we may as well stick together right?"

"Uh s-sure why not. Uh, I never got your name,"

"It's Carlie, Carlie Cooper, and you?"

"Miles Morales,"

"Nice to meet you Miles," she said glancing at his book and Miles doing the same. Miles noticed that it was a forensic science book. Carlie had noticed that besides the schoolwork in front of Miles she noted a book that pertained to spiders. She made a mental note of the book as they continued their conversation.

Miles was a bit nervous that the conversation lasted so long probably because he'd never really talked to girls in such a manner. Usually a quick conversation here and there, but nothing like this so he was rightfully lost. Plus having to focus on schoolwork was making it harder because he simply couldn't split his focus on the two topics. Carlie however seemed rather comfortable despite Miles' slightly flustered nature. She realized that she was messing him up greatly, but she didn't want to stop.

"Did ya hear what I said?" she asked.

"H-huh, uh,"

"I made a funny joke, and you were supposed to laugh,"

"Oh, uh ahahaha?"

"Wasn't that funny,"

"Was it knock knock joke funny, or someone slipping down the stairs funny,"

"Neither of those are funny things,"

"That was a joke, you were supposed to laugh,"

"Nah, I don't think so," she responded with a smile. Miles frowned at that blunder. He was Spider-Man, Spider-Man is supposed to be the king of one liners. However, it seemed he couldn't tell a good joke to save his life. They were both surprised to see the time simply tick away. Miles realized that the work he needed to do was only half done just like the day so far. However, he decided to void that as it simply wouldn't happen today. He decided to pack it in and hang out with Carlie. He and Carlie went out to grab some food and hung out a little more. Miles then dared ask the magical question on their way back.

"Was this a date?" he asked looking at her.

"No, it was simply two teenagers sharing a meal and enjoying each others' company," she said matter-of-factly.

"Okay, but I'm gonna tell everyone that it was,"

At this she finally laughed a little with a smile, "Okay then,"

She left him after that going back to her room wherever that was. Miles decided that it was getting late, and the sun was beginning to go down. He had mentioned to Carlie that he was possibly going back to his home at the end of the day. Now however he wasn't sure if he should. He ran over to the laundry area and picked up his dried off costume thankful that no one had bothered to check in on the laundry. He admitted it was careless of him to do so, but he lost so much track of time with Carlie. He stuffed it in his backpack then headed back to his room. When he arrived he threw off his jacket, threw his backpack to the side as he fell on top of Ganke's bed. He let out a breath as he closed his eyes then opened them to see his old and very first Spider-Man costume tapping to the top, or more specifically under his bunk. He tore it off then opened the pack to look at it.

"Wow was this is bad taste," he said holding up the mask and looking it over. It was so bad that he had vowed never ever to wear it again. He thought Ganke had gotten rid of it, but he supposed he'd hang onto an $80 purchase too. He took out the mask to look it over and was surprised with how much it did indeed look like Peter Parker's. Well the mask did anyway, the costume wasn't exactly his size. However, lately things have not been going his way Spider-Man wise or Morales wise. He's been missing school work, parents are worried, and bad guys are getting away from him constantly. This whole thing is starting to get to him and to show his aggravation he griped the mask tightly. Suddenly a chill fell over him that he hadn't noticed before. His window was opened and he definitely didn't open it at any time during the day. He was confused by the phenomenon but none the less moved to close it.

Suddenly, a black string he recognized as webbing latched onto his shirt.

Then when with a great heave he was pulled out the window and toward the ground. "Ugh!" he exclaimed as he hit the ground. Someone was attacking him, as Miles Morales! This wasn't good especially if they knew his secret.

"Geeet uuup SSSpider-Man," hissed a low growling voice that seemed to fluctuate between two voices. Miles realized he had the costume mask in his hand. He had no other choice but to slip it on with that being the only thing to cover his face at the time. He was still in his civilian clothes though, but he supposed he could just never wear this outfit again. His black shirt and blue jeans, and sneakers were all common enough that no one could point the finger at him right?

"Who are you?" Miles asked as he stood up to look at his attacker and gasped under the mask in utter terror. It looked like Spider-Man, but dark, twisted, and worst of all…evil. It's eyes were similar to the Spider-Man mask but red, razor sharp teeth, and muscles covering the thing head to toe. It lunged at me without a second thought. Regaining his wits Miles leaped to the side avoiding the lunge barely. It was fast too despite its large size. It charged toward Miles like a beast, but Miles's Spider sense warned him of the claws the beast sported as it swung a open handed strike. Miles managed to leap back avoiding it by only a small margin with his shirt being torn a bit. "Who are you and how do you know me?"

"RAGH!" it growled swinging a fist that sent Miles flying across the school grounds. The attack hurt a lot as Miles went rolling and crashed into the side of the school. Miles groaned as his spider sense went off again. Miles flipped backwards onto the wall dodging the things claws slashing at the area he was at moments ago. Since he could only hold himself up with his hands since his shoes were too thick for him to cling with his feet Miles fell forward with his feet leading and landed right on the monsters head. He kicked off flipping then landing nimbly only to end up on the line of web and yanked forward to be plowed right into the ground. The creature was too heavy and too strong. Miles held the beast's head back with his forearm on it's neck as it tried to chomp his head off. Miles poked the beast's throat with his fingers making it flinch. That simple flinch turned into a gurgling noise as it cried out in horror and pain at Miles's Venom Strike. With it currently indisposed, Miles placed his hands above his head as he placed the bottom of his feet on the creature's chest then flipped him over his head as he landed back on his feet.

Miles could tell this was monster and he knew he had no choice but to deal with it. While it was dazed Miles came in strong delivering a powerful hammer punch that threw the beast's face straight into the concrete. He flipped over the monster wild arm swing that struck at him blindly. Mile then came back down driving his heel straight into the monster's head. Suddenly it's tongue wrapped around Miles's ankle then slung him away. Miles landed on his hands then bounced off the ground just as the monstrously fast creature was following him closely.

It swung it arm downward with tendril lashing out and coming down like a powerful whip. Miles leaped to the side to avoid it, but the gates around the school took a blow. Miles rushed forward knowing that he'd have to end the fight eventually, but was cut off as an uppercut caught him in his chin. Miles went soaring into the air and came back down landing harshly in the middle of the street. Cars swerved to avoid him with some panicking about the happening. Some people would've done the humane thing and check and see if the child was alright. But the creature that followed after him quickly discouraged that.

"Weak…" the creature growled. Suddenly, tendrils from it's chest began to reach out and wrap around Miles. It pulled Miles into it's body. "Feed…"

"N-No, stop, please!" Miles called thrashing about but not being strong enough to get free. He fought with all his might but eventually the creature overtook him and the last thing seen of Miles is his hand as the strange substance the creature was made of began to cover Miles from everywhere. The creature stood for a moment with a look of content. However, it was soon replaced but what seemed to be a stomach ache coming on. It rubbed it's belly as it tried to sooth the pain and then suddenly sparks started flying around it's body as it cried out in pain from what seemed to be it getting electrocuted from the inside. Evident for when it open it's mouth to scream sparks of the attack were visible. Suddenly a web line shot out his chest and Miles emerged…however, he was clearly different.

Miles didn't stop to think though as he realized this thing almost killed him which meant it was clearly dangerous to everyone. He landed against a wall to catch his breath for a moment, but was interrupted by the growling of the beast. Miles simply acted purely on instinct as he released his cling on the wall to kick it in the face with a flying roundhouse. It hit the ground hard, but was still on it's feet. Miles feel towards it as it swung it's fist in an uppercut. Miles shot a webline to the side completely dodging the attack, but being close enough to retaliate. He leaped forward to strike a punch into it's face which seemed highly more responsive now then all the other time he hit it. It actually staggered a bit. Miles shot a line at the beast's feet then leaped up as he did kneeing the creature in it's bottom jaw then yanked to pull him off his feet. As he came back he performed a single knee drop right into the beast's jaw.

Miles hadn't even noticed the pavement crack underneath them. The beast wasn't going to keep taking punishment as it recovered enough to swung a punch into Miles' jaw this time. As if coming alive it started striking Miles faster and stronger then it had the entire fight. It feinted with a right then struck hard with a left. Miles was feeling himself being overwhelmed, but he held on. He ducked under a punch a few times, and often used his smaller stature and superior agility to his advantage. Miles saw his opening. He leaped forward to plant his feet onto the creature's chest then flipped off kicking him in the bottom of his jaw. Miles shot a webline behind the creature then yanked himself forward to hit the creature with fast hook kick across the face. Miles then swept his feet from under him then got under him to launch him into the air. He leaped forward only to shoot two weblines back to yank the black creature forward and into the pavement.

It went rolling uncontrollable until it suddenly got it's feet under it as it looked to see Miles swing toward him. It smirked as if extended it's claws then swung forward planning to impale Miles. However, the boy disappeared when it was moments away from blood being everywhere. The creature was confused greatly as it looked around for a moment. Miles suddenly appeared throwing both of his fist up and launching the creature into the air again. Miles noticed that he must've gotten his second wind or something because suddenly the monstrously fast and strong creature wasn't as tough as he thought. Miles came down to deliver the final blow but it moved out of the way making Miles' fist sink into the pavement with the amount of force behind the attack. He turned only for a tendril to wrap around his waist then he was yanked forward into a fist, and then he felt a feeling of weightlessness. However, it soon return when he felt himself crash through a plated window and began to roll around the ground.

"That dirty…" Miles groaned as he got to his feet. He looked to see the beast had not followed him. He leaped out the broken window then shot a webline to a building to yank himself skyward to latch onto the side of a building and then scan the area. It was gone, as quickly as it came it left. "What…was that?" he questioned. Rubbing his head to deal with the new bruises and…

He paused to look at his hand. It was gloved, but he had never put a costume on. The only thing he had was a mask at the beginning of the fight. He turned his head to look at his reflection in the one way glass of the building he was on. He saw himself in costume…but costume he has never worn before. He noticed that it was a bit more similar to Peter Parkers but still clearly different to his style. Red shin high boots like Peter's, but with clearly defined black web lines on it, and then the rest of the suit was black with red web lines. His torso was just like his own suit, and he has giant red spider on his chest with a pair of the spider legs going to his shoulders and waists. Red gloved hands with black fingers, and his mask was the same has his other one except the lenses were much more narrowed instead of the big wide ones he's used to.

"Oh my god…" he gasped looking the suit over. "This…I don't know where this came from…did that thing do this to me?" he wondered as he stared himself up and down. However, one thing was for certain, he felt different. The difference was bad either…it was very relieving almost freeing. He flexed his fingers then looked around wondering what this difference meant. He pushed off the building knowing full well he could web swing without web shooters. However, he still made the action happen on reflex, but whose reflex exactly…whatever the case a webline did come out. "Whoa, but I don't have webshooters one!" he exclaimed.

The excitement built when he dived downward then launched himself skyward. He hadn't had a lot of practice with web swinging, but he knew full well that not even Peter Parker could swing like this. "HAHAAAA!" Miles yelled in glee feeling himself almost flying with the way he was launched into the air. He shot out another webline to wing another direction, and it all felt so natural. It was barely a chore no concentration at all. He pertained perfect balance despite the vertigo. He landed on the side of a high building realizing how high he had actually launched himself, and surprising himself with how he did it. Miles looked at his hand again with a big smile under his mask. This power was unlike anything he had felt despite only testing out his powers in the last few months or so.

"Now, I'm the Ultimate Spider-Man," he muttered.