A/N: Hello, fanfiction readers! Here's my attempt at a Spider-Man story, set in the same universe as my Avengers fic (which, if you haven't read, you can read on my page). This is set about six months after the events of that fic, though not many references, if any, will be made to those events (at least early on). I've also decided to take the approach to Spidey that Tim Burton did to Batman, that is to say, he's already established as a hero. Because, let's face it, we've seen Spidey's origin story done a billion times over already. Maybe it'll be a flashback later, but I'm not going to bother with it at the moment. Anyhoo, I hope you all enjoy.


Chapter One
After the Spider Came Along

"Look! Up in the sky!"

"It's a bird!"

"It's a plane!"

'What the hell are they looking at?' Peter wondered as he was crouched down on the head of a gargoyle that protruded from one of the Big Apple's oldest structures. He gazed up after realizing they weren't looking at him, seeing a somewhat cloudy but otherwise empty sky above him.

'I swear…' He thought with a roll of his eyes that would have been unseen by anyone watching as he shook his head. He reached down for the bright red and blue belt he wore around his waist, reaching into one of the pouches to pull out a small metal cylinder. With his fingers, he manipulated his glove to pull it back a bit, exposing one of the intricate devices that he wore on his wrists and forearms. The left shooter was almost out of fluid, hence his sudden stop to change it out.

Once he'd done this, Peter tucked the empty web fluid cartridge away and rolled back the glove on that hand. He had thought to change the other shooter as well, but he could afford to wait a bit. By his reckoning, he had enough shots left in it to at least get him the ESU campus.

"Help me! Someone! Help me!"

"So much for being punctual…" Peter muttered as he did what Spider-Man always does, swing into action…heading in the direction he had just come. This had been the norm for him ever since that day that…he forced himself not to think about it. Peter dropped into the alley, finding the usual suspect: a mugger holding a woman at gunpoint for her handbag. This wasn't getting familiar at all.

"Y'know, I don't think that handbag looks good with prison orange…" He said, watching as the mugger turned on him with a predictable shocked expression. "And I can tell you it does nothing for your complexion as it is…"

"Spider-Man!"

"What? No!" Peter quipped sarcastically as the mugger's gun was turned on him. Even from the distance he stood at, Peter could hear the trigger of the gun being pulled, the hammer clicking back as the bullet was released. It was a six-sense to him, feeling danger on the approach, and his body moved to avoid it, simply sidestepping the bullet as it careened through the air past him.

The next three bullets did much the same, Peter casually side-stepping each shot before his left hand raised and his fingers curled to send a gray string from Peter's wrist to the gun.

"Well, that's enough of that." Peter said as he yanked the gun away, sending it clattering against brick wall of the building nearest them where it fell into a drainage grate. The woman turned to run as the man who was holding her at gunpoint before attempted an escape.

A few moments later, the mugger was dangling from the nearest street light.

"Man, this is humiliating…" He heard the mugger mutter under his breath.

"Tell me about it. If I'd had my ass handed to me by a man in spandex, I'd be a little embarrassed to." Peter snorted a bit, making sure the webbing would keep the man dangling long enough for some of New York's finest to find and bring in.

"See ya…" Peter said before he raised his hand, securing a webline to the next nearest building, and took off. He hoped he wasn't all too late. After all, that couldn't have taken more than a few minutes at the very most.


Curtis Connors looked upon his newest assistant with disdain.

"I'm sorry, Doctor-"

"Peter, do you know how much groveling I had to do with the Dean to get this project off the ground?"

"Yes, sir."

"And do you know that every day I have the board coming through to make sure that everything is going by the book because I have an underage high school student working for me?"

"Yes, sir…"

"Then throw me a bone. Be here on time."

"I'm sorry, Doctor Connors." Peter said. Connors just sighed, waving the young man off to his work. He was a bright young man, and Curt had to admit he liked the boy well enough. He just wished that Peter could be more punctual.

"Alright, let's get started from where we left off last night." Curt said as Peter moved around the take his seat at the laptop computer that had been hooked into the system nearby. The small pens within the room were covered with glass and within were several rabbits.

"Do you think the serum is ready for further testing, sir?" Peter asked.

"That is what is on the schedule, Peter, tests today." Curt said. There had already been too many delays. The schedule would not have any more amendments. "This works, we'll be rewriting the textbooks on cell regeneration…"

"Sounds fascinating, sir." Peter said, prepping the program on his computer that would check the readouts.

"This ought to interest you more, Peter…" Curt said. "Think of it. The regeneration of lost tissue. Legs, arms, skin." He lifted back the sleeve of his right arm, showing the prosthetic he had been forced to wear in place of his original. "Someone like me. Arm blow away by a bomb. An injection of this…and within ten minutes, its back."

"If it works." Peter said, a grimace on his face.

"Your confidence is encouraging, Peter." Curt said, checking the microscope. The small amount of the serum had been injected into some cancerous tissue about ten minutes ago. To his great surprise, the tissue had regenerated marvelously, the abnormal growth having been consumed with the repairs, and the tissue was still continuing its growth rate.

"Just cautious, sir."

"Anybody who has been who has been seriously engaged in scientific work of any kind realizes that over the entrance to the gates of the temple of science…"

"Are written the words 'ye must have faith'." Peter finished the quote for him. "Yes, sir, I recall Planck."

"Exactly. A little faith, a little heart, and a little determination, Peter…" Curt said. "Now, let's get this going…" He reached over, pressing a small button on the side of the nearest glass case. Two rabbits were within, each one missing a foot. Choosing the white one on the left, Curt pulled a lever, a low wall rising within the cage to separate the two rabbits. "Turn on the audio log, please, Peter."

Peter clicked on the proper icon on the computer, no doubt hitting record on the display. "Recording in progress, sir." He said.

"This is Doctor Curtis Connors of the Empire State University's Biochemistry Division." Curt said, speaking loud enough to be heard so the recording would catch his narration. "This is Session Twenty-Four of the continued experiments in Cell Regeneration using a hybrid of reptilian DNA on oryctolagus cuniculus. Assisting me is Peter Benjamin Parker. Say 'hello', Peter."

"Hello, Peter." Peter said, jokingly, of course, a bit of a cheeky grin on his face. Curt resisted the urge to mutter "Smart ass."

"Today, we will be injecting test subject 'A one' with the hybrid serum and monitoring its immediate effects." Curt said. He picked up and held the syringe at the ready over the cage. "I am now injecting subject 'A one'." He carefully brought the needle to the rabbit where the head met the rest of its body, injecting the contents into the creature's bloodstream.

"I have injected subject 'A one'." Curt announced for the recording. "Mr. Parker, are the readouts coming in?" The link between the cages and the computer would allow them to monitor body temperature and other vitals with ease.

"Vitals are looking good, sir." Peter told him. Curt smiled a bit. No drop in vitals, like a few of the other test subjects had before. Perhaps this would be their lucky night after all. He picked up a second syringe. "I will now be injecting the subject with a small tracer that will allow us to check the effects of the serum upon it, if any." And just like the syringe before it, the contents were emptied out into the rabbit.

Seven minutes passed in silence before Curt could see the stub of the creature's foot slowly taking shape on its body.

"That's…amazing!" Peter said, the skepticism dropping from his voice as Curt could hear it being replaced with the excitement that had insofar not been with him during this experiment.

"Mr. Parker, please check the cell regeneration rate." He said. The tracer, a small computer that was no bigger than his smallest fingernail, would tell them all that they needed to know. He heard the typing on the laptop as he watched the rabbit, apparently having rediscovered its missing foot, began to rise up to see if it could support itself on all fours once more.

"Cell regeneration is at…two to the third power every ten seconds." Peter said, sounding thoroughly amazed. "And…holding after total reconstruction."

"Better than I hoped for." Curt said with a smile. "Print those readouts, please, Mr. Parker. I think it's time we called it a night."

"This early, sir?" Peter asked.

"I think so, Peter…" Curt said. "I'll go over these test results. But we're done. This is Doctor Curt Connors of the Empire State University's Biochemistry Division, assisted by Mr. Peter Benjamin Parker, signing off. Please, stop the recording, Peter. Call it a night."

"Yes, sir." Peter said, clicking the button that stopped the recording. Curt was watching the rabbit move around its cage and did not notice as Peter rose. "Umm…good night then, Doctor Connors."

"Hmm? Oh, yes. Good night, Peter. Just leave the computer there." Curt said.

"Yes, sir." Peter said, heading for the door. Curt heard the click of the door in the lock as it closed. He moved over to the door, securing the lock behind it. He needed no interruptions.


"You made it!"

Gwen Stacy's smile could have lit up all of New York for a century, and it was one of the best things that Peter could have been greeted with after having been stuck in Doctor Connors' Lab. Not that he minded Connors that much, he had after all agreed to let an untrained high school student be his assistant in his important experiments in regeneration, and Peter did hold him in high regard, being as he was one of the greatest minds in his field.

But even the call of science didn't compare to Gwen Stacy.

"I told you I would." Peter said as he walked up to where she had been standing on the sidewalk waiting for him, right next to the old movie theatre.

"That you did." Gwen smiled, wrapping her arms around his neck, pulling him into a hug. "I almost didn't think you'd make it."

"Oh, thanks!" Peter said, giving an exasperated sigh, then a grin. "Well, c'mon, or we're gonna miss the movie."

"Alright, c'mon. Got the tickets?" Gwen asked.

"Uh…yeah." Peter said, patting his pockets for a moment before he found them, two slightly wrinkled up tickets. "Here they are."

"Superb! Let's go." Gwen said with a smile, looping her arm through Peter's and guiding them both inside.

A/N: Short and sweet, but it establishes the majority of the dramatis personae. So, read and review, tell me what you think. TTFN!