Alright, I just watched The Amazing Spider-Man, and I just couldn't get this idea out of my head, so I had to type it out. Basically, it's Naruto gaining Spider-Man's powers. There are just too many fics where Naruto gets Venom, but not enough fics where he gains Spider-Man's powers. Read and Review, please!

Uzumaki Naruto was sulking. Why? Because he had just taken the Academy Exam, but failed the final test, when he tried to do a Bunshin... It sucked! The ten-year old Naruto had taken one of the man hidden exits out of Konoha into the forest surrounding the village.

He was strong, he was stealthy, maybe not too skilled, but he was great at stealth and traps! Not to mention that he had mechanical skills! It had to count for something, didn't it?

"Stupid Iruka-sensei!" Naruto yelled angrily as he kicked a tree, showing off his above average strength when the tree shook from the kick. Now that was how a ninja kicked! So why couldn't Iruka-sensei pass him? Just because he failed one jutsu? It was... It was... Utter bullshit is what it was! Naruto gave another angry yell and kicked the tree again.

Unseen by Naruto, a small, blue-and-red spider fell out of the tree and landed on his shoulder. It slowly crept down the child's arm as said child stalked angrily through the forest. When it reached the boy's exposed skin on his arm, Naruto looked down, just in time for the spider to bite him.

Naruto cried out in pain and brought his hand down on the spider, crushing it.

"Stupid spider!" Naruto yelled out in anger and pain as he wiped the remains of the spider off on his pants, scoffing. Nothing seemed to go his way today! "This is nasty..." he muttered, seeing the gooey remains on his pant leg.

Deciding enough things had gone bad today, Naruto didn't want anything else to happen, so he headed back home. Once he got back to his piece of crap apartment, he headed straight to bed, falling asleep almost instantly. He felt really tired, for some reason.

His dreams were haunted by terrifying images of spiders, big ones, small ones, hairy ones, bald ones, all of them baring their fangs at him. In his dream, one of the spiders bit him, and Naruto's eyes snapped open.

He didn't know what happened. One second, he was in bed. The next, he was stuck to the ceiling on all fours, wide-eyed. Below him stood none other than the Sandaime Hokage, who was staring up at him with equally wide eyes.

"Naruto-kun..." the Sandaime said, his pipe falling from his mouth to the floor, his hand in the same position it had been, hovering above the spot where Naruto had lain a few seconds earlier. "Where did you learn that chakra ability?"

Naruto blinked, then looked at his hands, which seemed stuck to the ceiling, then back down at the Sandaime.

"Chakra ability?"

"Aren't you using chakra to stick to the ceiling?" the Sandaime asked, and Naruto shook his head.

"No, I- AH!" Whatever was keeping Naruto stuck to the ceiling suddenly let go, and Naruto fell. Surprisingly, however, he spun almost automatically in the air and landed in the same position on all fours on the bed. "This... This is weird..."

"I'll say..." the Sandaime muttered. "Naruto, what happened to you?"

"I-I don't know, Jiji," Naruto said, sitting down wide-eyed on the bed, the covers sticking to his hands. "I wasn't like this when I went to bed!"

Suddenly, Naruto lashed out at the Sandaime, but to their great surprise, his hand stopped in front of the Sandaime's face, holding a fly between two fingers. The Sandaime stared down his nose at the fly, then looked to Naruto.

"Naruto-kun... Could you do that yesterday?"

With a jerk, Naruto let the fly go, and stared fearfully at the Sandaime.

"No, Jiji!"

"Come on, Naruto-kun," the Sandaime said as he helped Naruto get the covers off his hands. "Let's go to my office, and we'll go through everything you did yesterday."

"So, a spider bit you?" the Sandaime asked as he sat in his office, with Naruto sitting on the other side of the desk, nodding. "And now, you have strangely spider-like abilities... Could it be that the spider's bite somehow transferred some of its DNA to yours?"

"DNA?" Naruto asked, tilting his head to the side. "What's that?"

"Never mind, maybe you should let me handle the thinking," the Sandaime said in amusement. Naruto nodded and jumped out of his chair, landing on the ceiling on all fours. The Sandaime watched as Naruto crawled around in the ceiling like a spider, looking less and less frightened, and more and more excited.

"I feel stronger, Jiji!" Naruto said happily. "I can hear everything, see everything! Even that fly outside the window!"

The Sandaime looked over his shoulder. He saw no fly. He looked back at Naruto, only to jump in shock when Naruto was sitting like a cat on his desk.

"This is awesome, isn't it, Jiji?" Naruto asked excitedly.

"It is certainly something beneficial for you," the Sandaime agreed. "Naruto-kun, how would you like to skip the next year at the Academy?"

"Skip it, Jiji?" Naruto asked, blinking in surprise. "Why?"

"I would like to find out some more about these new abilities of yours before I let you go running off into the village unsupervised."

"Don't you trust me?" Naruto asked, hurt, and the Sandaime chuckled.

"I trust you, Naruto-kun. It's these new abilities of yours I don't trust yet."

"Well..." Naruto said, looking a bit saddened. "If you think it's for the best, Jiji..."

And so, the Sandaime and Naruto set out to discover the extent of these new abilities of Naruto. They found that he possessed strength, reflexes, speed, equilibrium, agility, durability, and stamina way above the level of a jounin. If the Sandaime was to hazard a guess, he'd guess that Naruto was on the level of Maito Gai when it came to Taijutsu. The boy seemed to have instincts on a level never before seen, as he could react to any threat in a nanosecond.

Of course, the boy took to these changes like any boy his age would.

With infinite glee.

Of course, the Sandaime tried to teach Naruto that with great powers, there must also come great responsibility, and that he couldn't just go around flaunting his abilities. This didn't stop Naruto from going roof hopping at insane speeds, whooping with joy, and leading the ANBU of the village on merry chases.

"Hey, Jiji!" Naruto exclaimed one day as he barged into the Sandaime's office through the window, having taken to crawling like a spider like a fish to water.

"Naruto-kun, how many times must I tell you that I have a door for a reason?" the Sandaime asked with an exasperated sigh. Of course, there was a smile on his face, so Naruto didn't really take what he said to heart.

"At least a hundred more times, Jiji," Naruto said with a grin as he flipped over the Sandaime's chair to stand in front of his desk. "What do you think?"

The Sandaime looked Naruto over and hummed. Naruto had gotten a change in wardrobe. No longer did he wear that horrible orange jumpsuit. Instead, he wore red and blue. He wore a pair of red-and-blue ANBU sandals that went up to just below his knee, red-and-blue ANBU pants, red-and-blue ANBU gloves that went up to mid-biceps, and a tight red-and-blue muscleshirt under a red, sleeveless hoodie, whose hood was lined with blue. On the chest of the hoodie was a black spider symbol. The Sandaime chuckled.

"Well, at least you got rid of the orange, and chose darker shades of red and blue," he said, nodding, and Naruto grinned.

"That's not all! A ninja shouldn't show his face, right?" Naruto asked as he reached into his pocket, taking out a full face mask, which was red with a web-pattern on it. It had two large, pointed eyes with reflective lenses in it, and Naruto put it on, the mask blending in perfectly with the muscleshirt he wore.

"I need a cool codename, too!" Naruto said as he plopped down in one of the chairs in front of the Sandaime's desk, crossing his arms. "Like, Spider Ninja, or Spider-Boy!"

"How about Spider-Man?" the Sandaime asked in jest, but immediately regretted it when Naruto perked up, rolling up his mask to show his face, a massive grin plastered on it.

"Spider-Man! That's awesome, Jiji!"

The Sandaime pinched the bridge of his nose and screwed his eyes shut. He had to learn when to just keep quiet around Naruto...

"But, you know, a Spider-Man is nothing without webs, is he?" Naruto asked suddenly, humming. "Wouldn't it be totally cool if I could, like, shoot webs out of my hands or something?"

The Sandaime hummed, not really having listened to Naruto. Then, he blinked as what Naruto had said sank in. He rose from his chair. That... would be really good, actually. Spiderweb was incredibly tough. Proportionately, 'human-sized' spiderweb should be able to keep a grown man in place...

Looking to Naruto, he found the boy clinging to the ceiling, holding out his hands with his middle and ring fingers pressed against his palms, making little "P-chu!" sounds as he pretended to shoot spiderweb out of his hands.

"Naruto, come with me," the Sandaime said, waiting for Naruto to drop from the ceiling, which he did only a few seconds later, walking up to the Sandaime.

"Where are we going, Jiji?"

"To make you web-shooters," the Sandaime said, and Naruto's face lit up with excitement.

One year turned into two years, and now Naruto found himself walking through the Academy. Thanks to the Sandaime pulling some strings, Naruto hadn't needed to take the Exam, and was placed directly onto a team. Apparently, he was to team up with two others his age, Haruno Sakura and Uchiha Sasuke.

Reaching the right door, Naruto heard the voice of Iruka-sensei saying, "Alright, and Team Seven is... Haruno Sakura, Uchiha Sasuke, and Uzumaki Naruto."

Murmurs broke out on the other side of the door, and Naruto grinned to himself, putting on his mask and getting ready to make his entrance.

"Iruka-sensei!" came a girl's voice. "Who is this Naruto you're talking about?"

At that moment, Naruto opened the door and stepped inside. He waved at the pink-haired girl who was standing up, probably the one who had just spoken.

"That would be me."

"Naruto here has been receiving special training, and has special permission to join the graduating teams," Iruka said to the class as Naruto walked over to the pink-haired girl, who was sitting next to a brooding, black-haired boy, probably Uchiha Sasuke from what Naruto had heard.

"Hey there!" Naruto said with a grin behind his mask as he sat down next to Sakura. "I guess we're in the same team then, huh?"

The girl narrowed her eyes at him. "I'm not interested in anyone but Sasuke-kun, so don't even try..."

"Hah?" Naruto asked, scratching his head. "Who'd want a loud-mouthed flatchest?"

Gasps went through the class, and Iruka palmed his face as Sakura froze. She slowly turned to Naruto, who tilted his head to the side, honestly expecting an answer.

Sakura swung at Naruto, who casually leaned back. She swung again and again, and Naruto easily dodged again and again, scratching his ear.

"Wow, you really suck at this," Naruto said casually. "Are you really a ninja?"

Sakura cried out with rage as she started swinging faster and faster, and still Naruto effortlessly dodged. He noticed how the Uchiha was glancing at him with something akin to interest in his eyes.

"Enough," Naruto said suddenly, catching Sakura's fist. "We don't have time to play around right now."

"Who's playing?" Sakura demanded, and Naruto laughed.

"What, you were seriously trying to hit me?"

"Naruto!" Iruka exclaimed suddenly, and Naruto looked to him, dodging another swing from Sakura without even glancing at her.

"Yes, sensei?"

"I know it's been two years, but I trust you haven't forgotten how to act in the classroom?"

"Of course not," Naruto said, dodging another punch. "She's the one swinging, not me."

"Sakura, enough!" Iruka said, and Sakura froze, looking around, as if just now realizing that she wasn't alone with Naruto. Blushing furiously, she sat down and buried her face in her hands.

"As I was saying, Team Eight..."

"Spider-Man, Spider-Man, does whatever a spider can..." Naruto sang to himself as he walked on his hands on the desk above that which Sakura and Sasuke sat at. They were waiting for their jounin sensei, who was more than an hour late.

"Why is our sensei so damn late?" Sakura demanded, twitching with anger.

"Maybe he needed to take a shit?" Naruto suggested, and a blush sprang up on Sakura's face as she spun to glare at him.


"Bite me," Naruto said simply as he jumped with his arms and did a full flip, landing on his hands again. He was getting bored. He'd never been good at simply sitting around, and he really wanted to try out his new web-shooters. They were finally finished, and he was stuck in a boring classroom waiting for a sensei that never seemed to show up...

The door opened, and a lazy-looking man with a face mask and his headband down to cover his left eye stepped inside, looking around lazily. Naruto flipped to his feet and sat down on the desk, glaring at the man through the reflective lenses on his mask.

"About freaking time! I was going insane waiting for you!"

"So sorry I'm late," the man said in a voice that clearly told them that he could care less that he was late. "You see, a black cat crossed my path, and I had to take the long way here."

"What a blatant lie!" Naruto exclaimed, pointing at the man, who chuckled.

"Meet me on the roof," he said simply, before leaving the room. Naruto shrugged and headed for the window, wall-crawling up to the roof to shocked looks from Sakura and Sasuke.

"Well, let's begin by introducing ourselves," the man said once everyone was gathered on the roof.

"What do you want to know?" Sakura asked, and the man shrugged.

"How about your likes, dislikes, dreams for the future, and things like that?"

"Why don't you go first?" Naruto asked, to which Sakura nodded.

"Yeah, you look kinda suspicious."

"Oh... me? Well, my name is Hatake Kakashi... I have no desire to tell you my likes and dislikes... Dreams for the future... hm... And I have lots of hobbies..."

"So, all we learned was his name?" Sakura asked Naruto and Sasuke, none of who replied.

"Now it's your turn, let's start on the right," Kakashi said, and Naruto saluted lazily.

"Uzumaki Naruto," he introduced. "Nice to meet you. My likes... eh, they're many, as are my dislikes. My dream for the future is to surpass the Hokage, and then have all the people of this village acknowledge my existence!"

Kakashi's eye widened at that. Then, it slowly went back to its normal lazy look.

"As for my hobbies... Training, I guess," Naruto said with a shrug. "Oh, and hanging out with the Jiji."

"Alright, next," Kakashi said, looking to Sasuke.

"My name is Uchiha Sasuke. There are lots of things I dislike and I don't really like anything. And... I can't really call it a dream... but I have an ambition. The resurrection of my clan, and... to kill a certain man."

"Okay. Lastly, the girl."

"My name is Haruno Sakura. The thing I like is... well, the person I like is..." Sakura blushed. "And, um... my dream for the future... um... Hell yeah!" she exclaimed happily, blushing furiously. Then, she went serious. "What I dislike is Naruto!"

Naruto raised his hand. "I'd like to add pink-haired flatchests to my list of dislikes, please," he said, only to dodge a swing from Sakura.

"Well, that's enough for the introductions," Kakashi said, crossing his arms. "Tomorrow, we'll start our duties as shinobi. First, we're going to do something with just the four of us. Survival training."

Naruto perked up, and Sakura blinked.

"Why is our first duty a training? We've had enough training at the Academy," she said.

"This isn't a normal training. This time, I'm your opponent," Kakashi said, then started chuckling. Sakura furrowed her larger than average brow.

"What's so funny, sensei?"

"Oh, nothing, it's just that when I tell you this, you guys are totally going to freak out," Kakashi said, smiling. Then, he went completely serious. "Of the twenty-seven graduates, only nine will be chosen to become genin. The rest will be sent back to the Academy. This training is a very difficult exam with a failure rate of over sixty-six percent!"

Sakura's jaw damn near hit the floor from shock, and Naruto perked up even further. The Sandaime hadn't told him about that. Kakashi laughed.

"I told you you'd freak out!" he said. "Anyway, tomorrow you have to show your real skills on the training ground. Bring all the shinobi tools you have. Oh, and skip breakfast, or you might throw up."

"Can't stop me eating breakfast..." Naruto muttered as Kakashi disappeared with a puff of smoke.

"Hey, guys, good morning!"

"YOU'RE LATE!" Sakura roared when Kakashi was two hours late to the survival training. Kakashi skillfully ignored Sakura and reached into his backpack, taking out an alarm clock and setting it down on one of the three logs that had been set up on the training ground.

"Okay, it's set for noon," Kakashi said and reached into his pocket, taking out two small bells and holding them out. "Here are two bells. Your task is to take these from me before the time's up. Those who don't have a bell by noon gets no lunch. I'll not only tie you to one of those stumps, but I'll also eat right in front of you."

Naruto grinned behind his mask when he heard Sakura and Sasuke's stomachs growl in protest. Naruto would never skip the most important meal of the day.

"You only have to get one bell. There are only two, so one of you will definitely be tied to the stump. And... the person who doesn't take a bell fails, so at least one of you will be sent back to the Academy. If you want, you can use your shuriken and kunai. You won't succeed unless you come at me with the intent to kill."

"But, you'll be in danger, sensei!" Sakura exclaimed, and Naruto scoffed, crossing his arms.

"Yeah, right, like a genin without any real skills can lay a hand on a jounin..."

"SHUT UP!" Sakura roared and swung at Naruto, who dodged.

"Don't worry, I doubt I'll be in any real danger," Kakashi said, smiling. Alright, let's get started. Ready... Begin!"

With that, everyone leapt out of the clearing.

Sakura was running through the woods, trying to find a good hiding spot, when someone appeared before her, making her cry out in surprise.

It was Naruto, hanging upside down from some kind of nylon-like string of some sort.

"You idiot!" Sakura hissed. "You made me reveal my position."

"A ninja should always be ready for anything, idiot," Naruto said simply. "Anyway, I came here to help."

Sakura blinked, and Naruto let go of the string, flipping in the air and landing on his feet in front of her.

"Help?" Sakura asked, confused, getting a nod from Naruto.

"You're the weakest link in this team. You know it, I know it, Sasuke knows it," Naruto said, only to dodge a swing from Sakura. He dodged three more, then easily caught the fifth punch. "See? Weakest. You don't stand a chance against Kakashi-sensei, so how about I help you?"

"No way! Why would I want help from you?" Sakura hissed as Naruto let go of her hand. "Sasuke-kun and I will get the bells, and leave you in the dust! Then you'll see who's weak!"

"Ah well, I tried. Don't say I didn't warn you," Naruto said, then raised his arm, pressing his middle and ring fingers against his palm. Sakura's eyes widened when the same nylon-like substance shot out of Naruto's wrist using some kind of metallic device sewn into his gloves. The thread latched onto a tree branch like spiderweb, and Naruto pulled, bending the branch. Then, he let go, and was flung into the woods, leaving Sakura alone.

The next time Naruto appeared, it was before none other than Kakashi, who tilted his head to the side when Naruto landed in front of him, some distance away.

"I don't think you're grasping the concept of hiding," Kakashi said, scratching his head, and Naruto shrugged.

"None of the others want my help, so I figured I'd try to take you on one-on-one," he said simply, before charging.

'The Hokage warned me about underestimating Naruto,' Kakashi thought, his hand reaching for the pouch on his hip. 'Maybe I won't have time to read my book... Too bad, I really wanted to know what happens next...'

Naruto reached Kakashi and immediately flipped over him, landing on his hands and attempting a helicopter kick. Kakashi ducked under the kick and made to sweep Naruto's hands out from under him, but Naruto easily jumped over it and flipped to his feet. He jumped over a punch from Kakashi, going for a sweeping kick, which connected with the surprised Kakashi. Kakashi didn't allow himself to fall on his back, however, and immediately flipped back onto his feet.

Naruto flipped back, putting some distance between him and Kakashi, who hummed as he spun to look at Naruto, a pleased look on his face.

"Well, your speed is amazing for a genin, I admit, as it your agility. Your strength is well above average as well."

"Thanks," Naruto said as he raised his arms. "Hey, wanna see something really cool?"


Naruto shot webbing from his wrists. The webbing shot past Kakashi on either side of him, into the bushes behind him and latching onto two trees. Naruto pulled, stretching the webbing as far as he could, taking advantage of Kakashi's surprise, and let go, sending himself rocketing toward Kakashi, whose eye only had the time to widen before Naruto crashed right into his chest, knocking him to the ground.

"Woo!" Naruto whooped as he let go of the webs, flipping in the air and stomping down at the spot where Kakashi would have been, had the jounin not rolled out of the way.

Kakashi flipped to his feet, only to get knocked right into the air by a kick from Naruto. Naruto fired three strings of webbing at Kakashi, and pulled, slamming the jounin into the ground, only for Kakashi to disappear in a puff of smoke, leaving a log in his place.

"Damn..." Naruto muttered, gritting his teeth. He had him there.

Noon... Sakura was tied to the middle stump, Naruto sat on the stump to the right of her, and Sasuke sat in the grass to the left of her, leaning his back against the stump.

"Alright, first things first," Kakashi said, crossing his arms. "Who's got the bells?"

A jingle was heard when Naruto reached into his pocket, taking out two bells, which made the others go wide-eyed.

'No way! Naruto managed to get both bells?' Sakura thought in surprise.

'Damn it... I could hardly even touch Kakashi...' Sasuke thought as he looked at Naruto in a whole new light.

"But I don't want them," Naruto said simply, tossing one bell to Sasuke, and the other one at Sakura's feet. "Let them pass. I can always wait another year."

Kakashi's eye widened. Then, he smiled. "Alright, I've got good news for all of you. None of you need to go back to the Academy."

"R-Really?" Sakura asked, her eyes widening in surprise. "But all I did was pass out... was that enough?"

"That's right," Kakashi said, then looked to Sasuke and Sakura. "You two... should quit being ninja!"

Total silence followed this statement.

"Quit being ninja?" Sakura asked, gulping. "I-I know we didn't get the bells, but why?"

"Because you two are just punks who don't deserve to be ninja."

Sasuke growled and charged forward, intent on attacking Kakashi, but in a flash, he found himself on the ground, with Kakashi sitting on top of him, Sasuke's arm pulled up behind his back.

"That's why you're just punks," Kakashi said simply.

"NO! DON'T STEP ON SASUKE-KUN!" Sakura roared, and Naruto flinched, his enhanced senses amplifying the shout.

"Are you guys underestimating ninja, huh?" Kakashi asked, glaring at Sakura. "Why do you think that you were divided into teams and are doing this training?"

"Huh? What does that mean?"

"Basically, only Naruto was able to grasp the answer to this test."

"Answer?" Sakura asked, while Naruto tilted his head to the side, listening intently to see if he really had grasped it.

"Yes. The answer that helps you pass this test," Kakashi said, making Sakura sweat at his glare.

"So... when are you going to tell us?"

"It's teamwork." Kakashi glanced at Naruto, then back at Sakura. "Naruto was a special case, since he got the bells himself, but the point was for the three of you to work together to get the bells."

Sakura blinked. "W-Wait a minute! What do you mean by teamwork? There are only two bells! Even if we worked together and got the bells, one of us would still fail! That would just make us fight each other!"

"Of course! This test is purposely set up to make you fight amongst yourselves," Kakashi said, making Sakura go wide-eyed.


"The purpose is to see whether you can forget about your own interest, and successfully work together under these designed circumstances. Naruto was the only one who passed. Sakura! Instead of accepting Naruto's help, you were only thinking about Sasuke, who was far away. Sasuke! You just assumed the others would get in your way and tried to do everything yourself! The duties are done by the team. Of course, superior individual skill is important to a ninja, but what's even more important is teamwork!" Kakashi reached into his kunai pouch. "Individual play that disrupts the team can put your comrades in danger, and even get you killed. For example," he said and took out a kunai, placing it at Sasuke's throat. "Sakura! Untie yourself and kill Naruto, or Sasuke dies!"

Sakura's eyes widened in shock. "WHAT?"

"See? If a hostage is taken, you will have tough choices and then die. You will be risking your lives in these duties," Kakashi said as he got off Sasuke, and walked over to a large stone not far from the logs, where several names were carved into it. "Look at this, the numerous names carved on this stone. These are ninja who are recognized as heroes of the village."

"Cool," Naruto said. He'd always wanted to be seen as a hero.

"However, these aren't normal heroes. They are all heroes who died while on duty. This is a memorial. My best friend's name is also carved here..." Kakashi looked back at the three ninja. "You all take a lesson from Naruto. He was willing to go back to the Academy so that you two could pass. For that, all three of you pass. But I want you all to remember something that was said to me once. 'Those who disobey the rules are trash, but those who abandon their friends are worse than trash.'"

Sakura gaped, Sasuke's eyes widened, and Naruto grinned widely at those words. That was a code he could see himself living by! Kakashi gave them a thumbs up.

"That ends the training. All of you pass! Alright, starting tomorrow, Genin Team Number Seven will begin its duties!"

First chapter complete! Please let me know what you think, alright?