Author's note: Here is the first issue of a story that I plan to continue as long as i have ideas for it. This is my own re-imagining of Spider-Man's world. Many of the main comic book characters will appear, though they might have many differences from their comic book counterparts. Also, there are many brand new characters I have included. Like a comic book, I will divide the story into both arcs and single issues. Currently i have the first three arcs and fifteen issues written. I plan to put out two issues a week, one on Wednesday and one on either Saturday or Sunday. To kick everything off though, I'll post the first two issues tonight, then issue #3 this weekend.

ARC 1: Blackout

ISSUE #1: Introductions

As Peter left for school, he thought back to just a few short months ago. Back then, he'd been just a normal kid living with his Aunt and Uncle. Now, walking through the brisk November air, he knew he was far from normal. He hadn't been normal since that thing, that mutated spider. . . . He shuddered at the thought; he remembered feeling the pain of the bite surge through his body, and then the tears swelled as he thought of his Uncle Ben. His uncle, who he'd let die because Peter hadn't yet learned an important lesson. But he was different now. He had learned that lesson at great cost; nothing would every truly take away the pain of his uncle's death. Emerging from his reverie, he quickly looked around. He saw nobody, so he ducked into the nearest alley. Thirty seconds later, he emerged with a totally different look. Instead of blue jeans and a t-shirt, now he was wearing blue and red spandex, with a spidery design over it. He scaled the nearest building, slung his backpack over his shoulder, and swung off toward school.

Not too far away, Ben Reilly was headed off for college. He wasn't really Peter's cousin, as Peter's dad was Ben Parker's brother, and Ben's mom was May Parker's sister, but they might as well have been. Since his parents had been killed in a car wreck when he was just a baby, he had lived almost all his life with the Parkers. He had moved out at the start of college, but Ben still stopped over at Aunt May's house several times a week. He was 22 now, four years older than Peter. Although there was a little bit of an age gap, Ben had always been there to talk to Peter. Ben knew that Peter needed him more than ever because of Uncle Ben's death. Although Ben was extremely intelligent and good looking, he was still considered inferior by others. He had been blind since contracting a disease when he was only six. He could vaguely remember some of the colors and shapes from his childhood when he thought hard about it, but he tried not too. Thinking of them only made him sad. Although he missed his sight, Ben realized that he was still luckier than his best friend.

His best friend was Nick Grey, a mutant with an ability that cursed him and forced him to avoid people. He discovered his ability on a date with his first girlfriend. He had leaned in for a kiss, but as their lips touched, Nick saw her lying on the pavement in front of a car. When he recoiled and told her what he had seen, she screamed "MUTANT!" at him as loud as she could and ran away. In her fear of Nick, she stepped right out in front of the car that Nick had seen in the vision. He had dated two other girls since then, and each time, he had seen parts of their futures. Each time, the relationship ended horribly. He now wore a long cloak and gloves even in the summer, just to keep his mutant ability from activating. He could no longer take it, and had decided before he attended college that he would be no one's friend. He kept it up for several years too, until Ben Reilly came along. No matter how hard Nick tried to avoid him, Ben kept talking to him. He wouldn't be deterred, and eventually Nick had broken down and started responding. He soon realized he had somewhat of a kindred spirit in Ben. He too was someone who the world didn't take as they should, someone who had gone through a lot of pain in his life. He and Nick had bonded, and now nothing could separate them.

Peter arrived at school with just a minute to spare. He quickly changed and hurried inside. As soon as he sat down, the bell rang to start class and he breathed a sigh of relief. "Good Morning, Mr. Parker. Glad to see you wanted to be in my class today. Of course, you do realize your class is the next room over, right?"

Peter looked up. Where he had expected Professor Gusterson to be, he saw instead Miss Weaver, the evil English teacher.

"Oh, uh, whoops. See you in a few hours!" He hurried into his actual classroom, his face reddening each second. As he sat down he saw everyone's eyes go straight to him, and he shrunk down into his seat. Great, All that trouble to get here on time, and I'm STILL late. Some days, a guy just can't win! Of course, if you're me, that's every freaking day. The rest of the morning went no better. Harry Osborn and Johnny Storm were at their worst, tormenting him both with insults as well as throwing different objects at him. By the time he got to lunch he was already ready to go home. Boy, with these powers, you'd think I'd be something special. Instead I'm still the class chump. I have the worst luck ever.

He glanced across the table, and saw Eugene "Flash" Thompson. He was quite short, and had short, curly blond hair. He was the smartest kid in the school, and also the most picked on. He had gotten his nickname when a wedgie given to him by Johnny Storm had gone very wrong. Unfortunately, that memory was still imprinted on everyone's mind, and no one ever let Eugene forget it. Ok, maybe I have the second-worst luck ever. Poor kid, it's hard enough to just get to lunch without getting a swirly. And, judging by the slightly damp hair, it's probably safe to guess he failed today. That's when he saw her. She was the IT girl. So gorgeous, she took his breath away. So perfect, he couldn't imagine one thing wrong with her. So popular, he knew she would never even notice him if Osborn and Storm weren't picking on him. Hey, can't hurt to look, right? Oh, God! She's just so. . .

"Hey, Peter. Peter? Earth to Peter. Peter Parker! PETER FREAKIN' PARKER!"

Peter snapped out of his trance and looked over at Mary Jane Watson. She was two inches shorter than Peter, who was five and a half feet tall, and she had flaming red hair. Although not quite as gorgeous as the girl Peter was staring at, she still commanded eyes when she walked into a room. The jocks had long since given up on her, and they still couldn't figure out why she would rather hang with Peter and his crowd than them.

"What, MJ?" Peter protested. "I wasn't doing anything!"

"Peter, you were practically drooling over that slut."

"GWEN is NOT a SLUT!" Peter raised his voice probably a bit too much, and he saw several heads turn his way at the remark. He shrunk back into his seat but continued, "She's probably quite nice; you just don't like her because she's a cheerleader, while you'd rather crack open a science book."

"That's not it at all; I'd just rather die than wear an outfit like that! It's practically begging for you know what!"

"Is not!"

"Um, guys?" Jason Banks cut in, "Can we sit down and eat now? You two can have this discussion later, preferably sometime I don't have to hear it."

Mary Jane looked a bit sheepish. "Oh, uh, yeah. Sure."

Jason and his girlfriend Crystal sat down to complete the group. Although still intelligent, Jason was probably the least academically inclined of the group, but he'd been Peter's friend since elementary school. Although he was a member of both the football team and the wrestling team, he had stuck with Peter and constantly tried to defend him, usually to no avail. Crystal had been his girlfriend for almost two years, and matched well with him. She had quickly become friends with Peter, MJ, and Eugene and was always quick to defend them to Harry and Johnny. As they sat down, the topic changed to something more suitable for the group, and Peter's thoughts left the gorgeous Gwen Stacy for at least a minute or so.

Jason's brother Joe was on the opposite end of the social spectrum from Peter Parker. Six feet, six inches tall, and athletic like his brother, he was already one of the best basketball players in the state. Although he had just entered ninth grade, he had already been promised a starting spot on the varsity squad. He had two really good friends, Victoria Malone, or Vicki for short, and her twin brother Blake. Vicki was popular, but she also could act very strangely, sometimes disappearing hours at a time for no reason. Blake had also been told he would be on the Varsity squad, but he would probably be on the bench. He and Joe hated school, and were always more than happy to go and play one on one basketball as soon as school ended. Vicki sometimes came to help Blake, but Joe could beat them anyway. After school let out, Joe and Blake headed out to the basketball court, with Vicki following. As they were talking, Vicki noticed something weird in the distance Although she was unable to tell exactly what it was, she was interested and wanted to investigate.

"Hey, guys? I think I forgot something at school, I'm gonna go back and get it, then go meet you at home later tonight, Mkay? See ya!"

Blake and Joe walked off, and Vicki heard Blake mutter something to Joe about women that they both laughed at. She shook her head and looked around. Confident that no one was looking she waved her hands and disappeared. Man, she thought, I love this ability! I just have to give a little wave, and there's an illusion I'm not even there! Being a mutant isn't so bad. Of course, I'm not telling anyone about this, they would just call me a freak. And there is NO WAY I'm registering with the government. I'll worry about that later though, for now it's time to get into costume. She quickly slipped into her costume, a gold and silvery outfit that had a metallic sheen to it, with different patterns woven in. She put on her mask, and with another quick wave of her hands, the illusion was gone. Now, it's time for Mirage to check out that odd disturbance.

Peter was swinging high overhead as the costumed super-hero Spider-Man when he too spotted what Mirage had seen. Where he should have seen Midtown Bank, he saw darkness instead. Not just a darkening of the sun or a shadow cast upon it, but absolute pitch black covering the entire building. Ok, now I could be wrong, but I'm guessing that's not natural. He swung in toward bank, and landed on the building across the street. He surveyed the scene, trying to think about how he should approach the situation. Hm, either Tony Stark's invented some crazy darkness machine and gone rogue, or we have a mutant running around robbing banks. Considering Stark would probably LOSE money by robbing a bank, I'm guessing it's a mutant. On the bright side, if a guy was super powerful, he wouldn't be robbing a bank, right? Riiight. Peter took a deep breath, steeled himself for the darkness, and swung headlong into it.

As his last class finished up, Nick stepped outside of the classroom and looked around for Ben. Although he searched up and down the hallways, he didn't see him anywhere. Strange, Nick thought, He's usually waiting to greet me. I wonder where he's gotten to. Nick sighed heavily, disappointed to not be able to talk to his only friend. He started the long walk toward his apartment when he heard a news report on the TV in the lobby of the building he was in. "You heard it here first folks. Midtown Bank has been completely swallowed up in an inky blackness. It seems to interfere with radio signals, as the police have been unable to communicate with the guards. Hopefully, they are still alive, but there is no way of knowing until the blackness is gone. Hold on, we just got a report that Spider-Man is swinging into the blackness. His reason for going inside is unknown; we just have to hope he's not helping whoever caused this."

Curious, Nick drove down to the bank to check out this blackness in person. When he arrived, he saw Mirage run up to the scene. As she ran toward the bank, she remembered something important. Oh, Crap! I'm afraid of the dark! I can't go in there! I'll just collapse, and I won't be a help to anyone at all. She looked up to see Spidey swinging into the darkness onto the bank. Come on girl, if that guy can do it, you can too. Can't you? She closed her eyes, took a deep breath, and ran at full speed until the darkness consumed her.

J. Jonah Jameson, irascible publisher of the Daily Bugle and official president of the I Hate Spider-Man club looked out his window in disbelief. "One of the weirdest things to ever happen in New York, a bank completely disappearing under blackness, and I DON'T EVEN HAVE A SINGLE REPORTER THERE! AND WHERE ARE MY FRIGGIN PHOTOGRAPHERS!"

"Uh, Mr. Jameson, you fired the only photographer who worked in that area just yesterday. A, uh, Mr. Eddie Brock, I believe."

"Now why would I do something like that, Miss Brant?"

"My guess is that it's because he gave you fake photographs of that robbery last week, sir."

"Oh, that's right, he did, didn't he. Ok, well, make sure there is a headline tomorrow promising a job for a capable photographer. But, I need something that'll prove their worth. What would you suggest?"

"How about a picture of Spider-Man? Even Eddie couldn't get a single good one, and he'd been on it for almost a month. If someone can do that, it would prove he's the right one for the job."

"What? Why would I want to legitimize that criminal by putting him on the front page? What could that possibly do for me?"

"Sell papers, Mr. Jameson."

"That's crazy! Now run that ad and make sure that the photographers know I want a good one of Spider-Man. Now, where's a reporter? Harvey! Get over here; I got a job for you."

David Harvey was six feet tall, with dirty blond hair, and the best crime reporter in the business. Even though he was only 29, he had been through a lot. After seeing his adoptive parents gunned down by a mob member when he was 12, he'd determined to help take filth like that gunman off the streets. He had enrolled in the police academy, but had been kicked out only a year later after brutally assaulting a Narcotics dealer. Although the man had survived, David's career as a policeman had not. He soon got a degree in journalism though, and had been hired at the Daily Bugle. Still determined to make New York safer for the common person, he had personally been able to get evidence to lock up over twenty-five criminals over the last two years alone, including the notorious mob boss Frederick Foswell.

He looked up at Jameson. "Yeah, boss, what is it?"

"Get down to Midtown Bank fifteen minutes ago. I want a full write up on this 'Bank has lights turned out' story by ten o'clock tonight. Also, get that criminal Spider-Man involved in this. If he's there, it can't be for any good whatsoever."

"Ok, boss. If you're sure that he's up to no good, I'll get the dirt on him for you."

"Good man. Oh, and Harvey? Stop calling me boss."

"Sure thing, boss."