I really loved the 2002 Spider-Man movie, and while the official film novelization isn't bad, I thought it was a little lacking in some areas and didn't follow what we saw onscreen closely enough. So, without further ado, I present...

It Begins...

A Narrative Of The Spider-Man Movie By Scarlet

Who am I?

You sure you want to know?

The story of my life is not for the faint of heart.

If somebody said it was a happy little tale, if somebody told you I was just an average, ordinary guy without a care in the world...somebody lied.

But let me assure you. This story, like any other story worth telling, is all about a girl.

That girl. The redhead with the chiseled dimples and the sapphire blue eyes and the smile that can light up a room. Mary Jane Watson, the girl next door. The girl I've loved since even before I knew I liked girls.

I'd like to tell you the muscle-bound goombah sitting next to her and hanging all over her is me.

Heck, I'd even take the fat kid stuffing a jelly doughnut into his mouth on the bus in front of her. But that's not me.

Now, that short, skinny geek running down the street, chasing the bus, banging on it and shouting for it to stop? That's me.

Everyone on the bright yellow Queens School District school bus was laughing. It always happened this way. Peter Parker, world class science nerd, king of the geeks, had the world's worst sense of timing. He'd get caught up in some book or some experiment or something at home and miss the bus, practically every day. It was so typical that even the bus driver was in on the joke, waiting a little longer each day to stop the bus and let him on, trying to see how far he could make the skinny little twerp run before he collapsed from exhaustion.

Everyone was laughing except for Mary Jane Watson. Poor kid lived right next door to her, and he was just so pathetic that she hated to see him suffer like that. "Will you stop the bus?" she called out, heading for the front to speak to the driver. "He's been chasing us since Woodhaven Boulevard!"

The driver sighed, then applied the brakes.

Everyone groaned.

MJ returned to her seat.

Peter stopped for a second to catch his breath, then climbed onto the bus. "Sorry about that," he offered in a slightly whiny tone, "I just got caught up..."

And that was when the first spitball hit him.

Peter grimaced. Jeez, would it never end? This crap had been going on since he started elementary school, and here he was just two weeks from graduating high school. Yeah, he knew he made a natural target--heck, who doesn't feel like heckling the nerd with the Coke bottle glasses and the goofy grin and the squeaky voice who looks like puberty bypassed him completely?--but this whole routine was getting old. Just two more weeks, he reminded himself, then started down the aisle to find a seat as the bus moved on. He moved toward a geek girl sitting alone.

She shoved her books onto the seat and covered them protectively. "Don't even think about it."

Peter sighed, then moved on.

There were plenty of seats, but no one willing to share them. Every face he looked at said "No way" or "You're pathetic, Parker".

Every face, that is, except MJ's. Hers was looking away, but stealing a coy glance at him, even as her boyfriend Flash Thompson hovered over her.

Those glances made Peter's whole life better. He smiled.

And at that moment, he tripped over an outstretched foot and fell face-first to the floor of the bus.

Everyone laughed.

Everyone except MJ, but Peter couldn't see that. He couldn't see anything, really. His glasses had gone flying during the fall, and he was practically blind without them. Heck, he couldn't see much better with them, but they were better than nothing.

And at this point, lying on the floor was better than nothing, too.

"Midtown High School seniors," the teacher was telling his charges as they approached Columbia University's science building, "let us remember we are privileged guests here at Columbia University. Let us not have a repeat..."

Of course, the students weren't listening. They were chatting, mocking, even throwing hacky sacks around.

The teacher snared one out of the air. "Knock it off," he ordered sharply. "Let us not have a repeat of that little incident at the planetarium..."

Peter wasn't paying much attention, either. He was busy checking his prized possession, the Konica 35mm camera that his uncle had given him for Christmas, to make sure it had survived his fall to the floor of the bus intact. So far, it looked like it had. He checked the film to make sure it was advancing properly when he snapped the shutter, then fastened on a lens and caught up with his class.

MJ, at the back of the group, looked behind her.

Peter saw her looking at him and offered a slight smile.

MJ smiled back.

Wow, this was his lucky day. Peter smiled broader.

MJ waved.

Peter waved back...just as her two popular friends breezed past him and caught up to the group.

MJ was so excited to see them and went off with them, gossiping and giggling the entire way.

Peter felt like such a freak. This day was going to suck. He headed up the stairs, passing the huge black Rolls-Royce that had pulled up to the front steps.

"Charles," the teen in the back seat said, "can we pull around the corner?"

Dr. Norman Osborn looked over at his son. "Why? The entrance is right there."

Harry Osborn, the spitting image of his father with chestnut-red hair and a James Dean-esque face, groaned. "Dad, these are public school kids. I'm not gonna show up for the field trip in the Rolls."

Norman was offended. Nothing he ever did was good enough for his son. "What, you want me to trade in my car for a Jetta just because you flunked out of every private school I ever put you in?"

Harry groaned again. His father was right, but he hated the criticism. Nothing he ever did was good enough for his father. "It's not for me..."

"Of course it is. Don't ever be ashamed of who you are."

"I'm not. But..."

Norman glared at his son. "But what, Harry?"

Harry couldn't answer. He just fired off a frustrated "Forget it..." and got out of the car.

Norman sighed. Teens. Think they know everything.

Thank God for a friendly face, Harry thought after spending his morning riding in that car with good old Stormin' Norman. "Pete!" he called out.

Peter turned around. Thank God for a friendly face. "Hey, Harry," he greeted in reply.

The two friends started up the stairs together.

"Harry!" Norman called from behind.

Peter turned around. Harry would have preferred he didn't.

Norman was holding up Harry's backpack. "Won't you be needing these?"

Harry sighed. Great, now he'd been embarrassed in front of his best friend. His only friend, really. He accepted the bag. "Thanks." Then, he realized he needed to at least pretend politeness. "Uh, Peter, may I introduce my father, Dr. Norman Osborn."

Peter didn't need the introduction. Norman Osborn was a pioneer in the biotechnology industry, and Peter had read everything the man had ever written. He eagerly extended his right hand. "Great honor to meet you, sir."

"Ah, so you're Peter," Norman replied. The boy without whom Harry would have flunked out of yet another school..."I've heard so much about you. Harry tells me you're quite the science whiz." Unlike my son..."I'm something of a scientist myself."

"I read all your work on nanotechnology," Peter interjected. "Really brilliant."

Norman raised an eyebrow. "And you understood it?"

"Yes, sir. I wrote a paper on it."

Norman smiled. Now this is a fine boy. Not like that ingrate he hangs around with. "Impressive. Your parents must be very proud."

"I live with my aunt and uncle," Peter corrected. It was easier than saying my parents are dead, which was what he thought of every time someone asked about his parents. Almost fourteen years later, their deaths were still a raw sore in Peter's soul. "And they are proud."

"Come on, you two!" the teacher shouted to his two laggers.

Peter and Norman shook hands again. "Nice to meet you, sir," Peter said.

Norman smiled. "Maybe we'll meet again."

The two generations parted company.

"He doesn't seem so bad," Peter scoffed. The way Harry always described him, Peter would have thought he was a monster.

"Yeah, if you're a genius," Harry grumbled. "I think he wants to adopt you."

Peter rolled his eyes, and the two of them hurried to catch up with their class.

"This is the largest controlled experiment on the genetics of spiders in the world," the young Oriental female tour guide told Midtown's class as they crossed through the public display area of the laboratory. "Genus Araneae. There are over 32,000 species of spider in the world."

Peter was in awe. "Wow," he whispered to Harry, gesturing at the huge computer-like device in the middle of the room. "Did you know this is the most powerful electron microscope on the Eastern Seaboard?"

Harry rolled his eyes. "Whoopie."

MJ was trying to listen to the lecture, but Flash Thompson kept trying to nuzzle her neck. "Cut it out," she whispered, moving slightly ahead of him.

Peter watched this exchange with interest. MJ deserved so much better than that ham-handed jock. But she was unattainable, and all he could do was watch.

"This is the Delana spider," the guide continued, pointing out a glass tank in front of them. "It has the capability of jumping distances many times its size in order to capture its prey."

The spider obliged by leaping a distance of more than six inches across a piece of wood in its tank, as if on cue.

Peter was impressed. Spiders were cool. He held up his camera. "For the school paper?" he asked.

The guide nodded.

Peter carefully focused in on the beautiful brown spider, now sitting crouched in a corner of the terrarium.

Flash nudged him from behind just as he pushed the shutter.

The picture was wildly off-line. Peter looked behind him, annoyed.

Flash and his pals laughed, and the group moved on.

"This is the Netweb spider," the guide continued as they reached another cage, where another spider had four crickets wrapped in a web cocoon that it was dragging upward. "Capable of spinning a funnel-shaped web whose strands are so strong that they have a tensile strength proportionate to the same cable used in bridge construction."

Now that was cool. Peter focused in again.

And again, Flash and his pals nudged him from behind.

"Cut it out," Harry hissed.

"Or what?" Flash's crony Kyle replied.

"Or his father will fire your father," Flash mocked.

The jocks laughed at the poor geek and the rich nerd.

Harry seethed.

Flash smacked him on the shoulder. "Hey, what's Daddy going to do, Osborn? Huh? Sue me?"

"What is going on here?" the teacher said, extremely annoyed.

All the boys quickly quieted.

The teacher glared at them. "The next person who talks will fail this course. I kid you not. Now, keep up."

Flash and his pals gave both Harry and Peter angry looks, then caught up with the group.

Peter looked at Harry. "Those guys are jerks."

Harry nodded his agreement.

The guide was showing them the crab spider, whose synapses and nervous system conduction was so fast in identifying threats to its environment that some scientists thought it bordered on precognition--what did she call it, spider-sense?--but Peter wasn't paying attention. He was looking at other displays, absolutely fascinated.

So was Harry, but not with the same intrigue. "Gross-looking thing, isn't it?" he said, indicating a greyish spider in a huge funnel web.

Peter loved it. "Some spiders can change their color to blend in with their surroundings. It's a defense mechanism."

Harry rolled his eyes. "Peter, I cannot even fathom why you would think I would want to know that."

Peter was offended. "Who wouldn't?"

They finally caught up with the group again as the guide was showing them the university program's grandest experiment, three rows of five glass cases each full of spiders and webs. "Through five years of painstaking research and new techniques in genetic breakdown and recombination, we have combined properties from all three of these species of spiders to create these fifteen genetically enhanced super-spiders."

MJ was just fascinated. But she was also confused. Unless she'd flunked math recently--not an altogether impossible proposition--she'd counted the spiders and was only coming up with..."Fourteen."

The guide looked at her. "Excuse me?"

"There's fourteen." MJ pointed to a box on the middle row, filled only with a menacing-looking funnel web. "One's missing."

"Hm-m." The guide looked at the box. "They've probably removed that one for additional study."

And perhaps they had. Or perhaps they'd tried, and it escaped in the process.

And perhaps it was right overhead, spinning a web near the top of a support pillar.

And perhaps it was hungry. And frustrated. And tired of all the people, all the bright lights, and all the noise.

And perhaps it was slowly lowering itself on a line in search of food.

No one seemed to care much about the missing spider. Harry, in particular, was more interested in another species. "Hey, look," he whispered to Peter. "She's alone."

Peter followed Harry's gaze...and realized he was right. MJ was alone. Finally. No cool girls, no jocks, no popular kids, no one around her. She was staring intently at the spiders, looking fascinated.

"Go talk to her," Harry dared.

"No way," Peter hissed back. "You go talk to her."

Harry decided to take Peter up on the wide opening he'd given him. He sidled up to MJ.

"Disgusting," MJ said as she watched one of the spiders spin a web around a bug several times its size and haul it up by the line.

"Yeah, I hate the things," Harry agreed.

"I love them," MJ corrected, eyes lighting up as she watched another spider's agility in its cage.

Oops. "Yeah, me too."

Peter suppressed a laugh. Harry was so shallow sometimes.

Harry eyed MJ. "You know...some spiders change their color to blend into their surroundings."

Peter frowned. Hey, wait a minute...

"Really?" MJ asked.

Harry nodded. "It's a defense mechanism."

MJ looked impressed. "Cool."

Peter groaned inwardly. He was not in the mood to play Cyrano to Harry's Christian. This day sucked.

Harry gave only a momentary "thanks" glance at Peter before continuing. "Did you know that this is the largest electron microscope on the Eastern Seaboard?"

The teacher grabbed Harry by the shoulder. "You talked through that woman's entire presentation," he hissed. "Let's go have a talk about how we listen."

Peter smiled. Nice to see somebody get their comeuppance, even if it was Harry. Poor Harry, having to listen to a lecture about Midtown High not being one of those expensive private schools where rich kids could get away with anything...

...and then, he realized MJ really was alone.

She was still watching the super-spiders, looking fascinated. And there was no one else around. If he was ever going to make a move, this was his best chance.

Peter thought quickly. "Mind if I take your picture? I need one with a student in it."

"Oh, sure." MJ looked around to make sure no one saw her talking to Puny Parker, then looked over at Peter. "Where do you want me--right over here?"

Peter resisted corny comic-book-retort answers to that question and pointed to the side of the glass cases. "Sure, that's fine."

MJ flipped her hair and stepped to the side. "Don't make me look ugly."

Peter felt himself blushing for the thought running through his mind. "That's impossible." He backed up toward the support pillar. Maybe this day wouldn't be so bad after all.

The constant motion of the air underneath the lowering spider was really getting annoying. And the latest disturbance had to be caused by that dark object right beneath it. The spider lowered itself faster.

Peter focused his lens and snapped a shot. It should have been MJ and the spider cases, but of course it was simply MJ. "Perfect," he said, advancing the film.

That popping sound was going to scare away all the prey. The spider had to get rid of it, and fast.

MJ found she was enjoying hamming it up for the camera. She gestured to the cases.

Peter snapped a shot.

She pointed at a page on her handout with a "wow" look on her face.

Peter snapped.

"Hey, MJ!" one of the girls called.

"Be right there," MJ responded, then walked away just as Peter was preparing to snap again.

The spider finally touched down on something solid. It could feel warmth, smell flesh. And in a warm-blooded animal, that meant that food was just underneath the surface. It crawled along the surface to find a vulnerable point.

Peter looked longingly after MJ. "Thanks," he called meekly.

She ignored him.

Peter groaned. This day sucked.

The spider speared its fangs into its warm-blooded prey and took a deep, satisfying suckle.

Peter cried out as a needle-like pain drove into his right hand and shook off the stinging sensation on reflex.

Something fell to the floor. Peter bent down to look at it.

It was a spider...big, blue, with huge red black-widow-like spots on its back, fully engorged with blood.

The spider scurried away quickly.

Peter's eyes widened. He'd never seen a spider like that before. He looked at his hand.

There was a 1/2" diameter circular bite, an angry red color, with two puncture holes in it, atop one of the big veins in his hand.

Peter felt his blood run cold. Whatever that spider was, it had filled him pretty good with its venom, and taken a good, hearty drink from his bloodstream. He needed to capture it...

"Parker, come on!" the teacher called out.

Peter wasn't sure he could. Things were starting to feel weird. His hand was starting to throb with pain. It's probably just some species I've never seen, he told himself. I'll look it up when I get home.

If he'd taken a look at the display screen behind him instead of wandering off with his class, he wouldn't have had to make a mental note to research it later. Besides, he wouldn't be able to find it in any encyclopedia.

The section on genetically enhanced super-spiders, including full-color images of the intriguing blue and red creatures, wasn't due to be published for months.

Meanwhile on Long Island, an odd-looking green creature was floating in the air.

More specifically, it was a tester for OsCorp Industries, in a green metallic pressurized flight suit, demonstrating the hovering capabilities of OsCorp's latest innovation, a one-man jet glider, capable of reaching speeds rivaling the Air Force's best fighter jets, but at a fraction of the weight and fuel consumption. "We've solved the horizon glide issues," Dr. Mendel Stromm was explaining to the audience of military men standing around the display. "And stabilized the hovering engines and the multi-g-force thrusters."

By all rights, the demonstration should have elicited oohs and ahs from the observers. Instead, it elicited merely sneers. "I've already seen the glider," General George Slocum snapped.

At that moment, the door to the test lab burst open. Norman Osborn hurried inside, where a surprise inspection that he'd had no warning about was clearly underway. Norman pulled on his lab coat and forced a smile at his visitors. "Good morning, General Slocum," he greeted. "Such an honor to see our most respected customer here today." He cast the same insincere smile at the only civilians in the group, two men who'd participated in a hostile takeover of a substantial percentage of his company a few years ago. "And always nice to see members of our board of directors here...Mr. Fargus, Mr. Balkan."

Max Fargus, a bald man in a wheelchair who often reminded Norman of that guy he'd seen in that mutant movie a few years ago, gave a cold nod of greeting to him. "Dr. Osborn."

Henry Balkan, an Omar Sharif-esque man with a withering glare, offered the same cold greeting, but in a significantly less respectful tone. "Norman."

Slocum had no time for pleasantries. "I want to see the results of the human performance enhancers," he said, striding across the lab to an area where greenish chemicals were being mixed, studied, vaporized, reconstituted.

Norman hurried to catch up before Stromm started talking. Stromm was one of the smartest men he'd ever met, but he had an annoying tendency to always see the down side of things, and that was the last thing he needed right now.

Too late. "We've started vapor testing on rodent subjects," Stromm stated. "Initial studies indicate an 800% increase in strength and endurance."

Fargus was impressed. So there was real work going on here, not just Norman wasting time and money. "800%? That's magnificent!"

Norman was pleased. He didn't think Max Fargus had it in him to be impressed by anything.

Slocum was skeptical. "Side effects?"

"In one trial...," Stromm began.

Norman quickly moved to cut Stromm off. "It was an aberration. In every test since, the results have been exemplary."

Slocum had worked with Norman Osborn too many times to not know when the man was lying through his teeth. He turned to Stromm. "And in the trial that failed? What were the side effects?"

Stromm felt chilled by the memory. The rats had simply gone mad. There wasn't a better word for it. He'd never seen creatures completely tear each other apart like that. The carnage was almost unreal. If he hadn't seen it for himself, he'd have never believed it. "Aggression," he finally said aloud. "Violence. Insanity."

Slocum's eyes narrowed. "And your recommendation?"

Norman felt his heart sink. Bad enough that they'd already run into deadline problems, funding problems, a change in oversight authority...now Slocum was hearing only the worst of their project. "That was only one test," he snapped, then stepped in front of Slocum. "With the exception of Dr. Stromm, our entire staff certifies the project ready for human testing."

Slocum didn't want to hear it. "Dr. Stromm? What's your recommendation?"

Reluctantly, Norman stepped aside.

Stromm was caught between a rock and a hard place. He couldn't lie to their client, but he didn't want to make Norman look bad. But there was no other way to say this. "I think we need to take the entire line back to formula."

Slocum blew out a hard breath.

Norman whipped around to stare at his best scientist. "Back to formula?" he hissed, incredulous.

"Dr. Osborn," Slocum said firmly.

Norman turned around.

Stromm retreated from the group, grateful to still be alive at this point. Norman had almost looked like he was ready to tear Stromm's head off.

Slocum gave Norman a condescending look. "Let me be frank with you. I never supported your project. We have my predecessor to thank for that."

"Norman," Fargus interjected, trying to save what was left of the contract for his company, "the general has given a tentative go-ahead to Quest Aerospace to build a prototype exoskeleton craft. They test in two weeks."

Norman's eyes widened. Two weeks? No one in the defense industry can craft a lunch invitation in two weeks...no way they'll be ready to go...

"And if your performance enhancers haven't had a successful human trial in that time," Slocum continued, "I'm going to pull your funding. And give it to them."

Norman watched the general and the board leave the room, fighting every instinct in him to scream with rage or run in panic. Two weeks? We're talking chemicals that could produce full-scale evolutionary changes here. What, do they expect it to happen overnight? Two weeks? Oh, Lord...

"And The Lord said, 'Let there be light,'" Ben Parker declared, finishing the final turn on the lightbulb in the kitchen overhead light fixture. "And voila! There is light. 40 soft-glowing watts of it." He replaced the clip-on shade over the bulb.

"Good boy," May Parker told her husband. "God'll be thrilled. Just don't fall on your ass."

Ben climbed down from the old kitchen chair he was standing on. "I'm already on my ass, May," he retorted with a sardonic laugh. "When the plant lays off its senior electrician after 35 years, where else could I be? I am on my ass."

May gave her husband a chiding look. "Hand me that bowl, would you, dear? The green one."

Ben handed May the old green Fiestaware bowl. "The company is downsizing their people and upsizing their profits."

May spooned vegetables into the bowl. "Don't worry, dear. You'll find a job."

"Yeah, yeah." Ben picked up the newspaper. "Let's have a look at the want ads." He wandered into the dining room. "Computers. Computer salesman, computer repairman, computer analyst. My Lord, even the computers have analysts these days." He sat down in his chair, frustrated. "May, I'm 68 years old and know nothing about computers. And I've got a family to provide for."

May put the pot roast on the table and lovingly put her hands on her husband's shoulders. "Ben Parker...I love you. And Peter loves you. You're the most responsible man I know. We've been down and out before. But we've always made it through somehow. We'll survive. We always do."

Ben gently held his wife's hand. Eternal optimist, May Reilly Parker. Maybe that was why they were meant for each other.

The front door rattled, then opened.

"Oh, here's Peter now," May greeted. "Hello, sweetheart..." And then she realized something was wrong.

So did Ben. It would have been hard to miss. Peter was staggering, pale, sweaty, looking as if he were about to pass out, dropping his books and his jacket as he walked, as if he had no strength to carry them further.

May was worried. The flu bug going around this year had been pretty nasty. "Why, sweetheart...are you all right?"

Peter was barely aware of his surroundings. But the last thing he wanted was to be doted over when he felt this bad. Aunt May would probably insist on rushing him to the hospital, and with Uncle Ben having lost his job and being without insurance, there was no way to afford the bill. "I'm a little tired," he mumbled. "Think I'll go get some sleep."

He was stumbling up the stairs as May started to follow after him. "You won't have a bite?"

Peter almost laughed. If they only knew. "No thanks...had a bite..."

Ben gestured for May to come back, then looked up at the boy he'd raised for over thirteen years as if he were his own son. This wasn't like Peter at all. "Pete--did you get any pictures?" he asked, trying to draw him out.

Pictures? Peter barely cared. "I've...gotta crash...everything's fine..."

The Parkers heard the door to his room slam shut. "What was that all about?" Ben asked May.

The door had slammed because Peter fell against it as he was closing it. He was rapidly losing orientation. Up and down were meaningless. His t-shirt and sweatshirt were soaked with sweat, but he was practically freezing to death. He put his glasses on the nightstand, then pulled the wet shirts off and dropped them to the floor.

He caught a glimpse of himself in the mirror. Sunken chest, spindly arms, ashen complexion, raccoon-like circles under his eyes...he looked like death warmed over. If only he felt as good as he looked...

He staggered toward the bed...and missed it completely as his knees buckled under him.

He barely had the strength to pull the blanket off his bed and cover himself with it as he lay shivering on the floor. His right hand burned with pain, the bite on it now the size of a marble with a white-hot infected center and angry red rings around its perimeter. He could feel the venom racing through his veins now, head to toe, hot and cold at the same time, muscles spasming, nerves surging with confusing electrical impulses. He was drawing up into a ball, unable to move, virtually paralyzed.

So this was what death was like. You could almost see your own DNA, spinning, splitting, recombining, again and again...almost like an intricate spider web...how ironic.

And with that, Peter passed out cold.

Dr. Stromm thought he was going to pass out cold when Norman Osborn had first told him what they would be doing tonight. "Dr. Osborn," he begged, even as his boss was already selecting one of green tubes of performance enhancement chemicals to be loaded into the vapor chamber, "for the last time, I'm begging you, don't do this. We don't know what the effects will be..."

"Don't be such a coward," Norman snapped in reply. He keyed in several commands to the mixing unit, selecting the formula number, setting the sequencing for the chemicals needed to create the optimal vapor release. Then, he crossed the room to the vapor chamber's control panel. "Sometimes, in the name of science, you just have to take risks."

"Sir, at least reschedule this for the daytime, when we can have paramedics and assistants here," Stromm pleaded. "Better yet, give me two weeks and we'll have a better understanding..."

"Two weeks?" Norman whipped off his lab coat, then began loosening his tie. "Two weeks? In two weeks, they're going to pull our funding, give it to Quest, and OsCorp will be dead!" He tossed aside his expensive tailored shirt. "Hand me the paramethachloride."

Stromm reached for the small brown bottle. "What for?"

"Catalyzing agent. Begins the chemical breakdown of the vapor into the bloodstream for immediate use." He took the bottle in his hands and regarded it as if it were a bottle of the finest scotch. "40,000 years of human evolution, and we've barely scratched the surface of our capabilities." He opened the bottle and swigged its entire contents down as if he were throwing back a shot of whiskey. Blech, he thought, but now there was no turning back. He tossed the bottle aside, and it shattered on the hard concrete floor.

Stromm watched as Norman lay down on the metal table that would slide into the vapor chamber and hold him in perfect position for maximum vapor exposure. Dutifully, Stromm locked him in with the metal restraints.

Norman cringed. "That's cold," he said as the metal crossed his bare chest.

Stromm wired him with EKG and EEG monitors, then looked at him as if giving him one last chance to change his mind.

Norman nodded assent.

Stromm reluctantly keyed in the sequence to load Norman into the vapor chamber.

The table slid into the chamber, the airlocks sealed the doors, and Norman was raised into an upright standing position.

Stromm gave him one last pleading look.

Norman nodded toward the vapor controls.

Stromm reluctantly pushed the button.

The mixing unit drew out the contents of the green vial and mixed it with water and air to create a vapor.

The gas began to come up through the floor of the vapor chamber.

Norman felt the first whiffs of the gas hit his nostrils. For a second, there was a rush of fear. Then there was a rush of power.

Stromm watched the sensors recording the blood gas saturation, the increasing depths of respiration, the thickening of muscle tissue...and the racing of Norman's heart to well over 200 beats per minute.

Then the EEG readings started going haywire. Strom fought to see through the vapor.

Norman's entire body was writhing, as if in grand mal seizure.

"Norman!" Stromm shouted, then hit the button to perform emergency ventilation of the vapor chamber.

The gas began to disperse.

And as it did, Norman's heart unexpectedly gave out.

"Oh, my God...Norman!" Stromm raced for the chamber doors, frantically hitting the override switch, waiting impatiently for the airlock to open.

It finally did, and Stromm raced in.

Norman was slumped over in his restraints.

Stromm looked around for the controls to lower the bed, but couldn't find them. Desperate, he began a vertical version of CPR. He pressed as hard as he could on Norman's breastbone, trying to force enough pressure to make his heart beat...

...when suddenly it began to beat on its own. Hard and fast.

Stromm turned to look at the EKG monitors in disbelief. He turned back to Norman...

...whose eyes had suddenly snapped open.

Stromm's eyes widened. Those eyes...the body was Norman Osborn's, but the eyes belonged to a madman.

And that madman suddenly had Stromm by the throat with one hand...a hand that had torn off its metal restraint as if it were made of tinfoil.

"Back to formula?" Norman raged in a raspy, growling voice.

Stromm struggled to break free of Norman's grasp.

Norman gripped him tighter and tighter, not caring that he could hear bones breaking under his fingers, then flung him toward the wall of the vapor chamber, toward glass that was supposed to be unbreakable.

Clearly it wasn't, because Stromm flew through it as if he'd been fired out of a cannon and crashed into the chamber's control station. The equipment collapsed atop him and blew up in a shower of sparks.

Norman ripped away the last of his restraints and pounced on the edge of the chamber. His face was contorted into a mad grin, and he almost looked like those illustration of goblins in adventure game books.

And then he sprang away, roaring with raging anger, with wild madness in his wide-open eyes.

Peter felt his eyes snap wide open. He was about to muse on how odd it was that the sun was out at night when he realized it was the next morning. Not only that, but it was the next morning and he was alive to see it. Not only that, but it was the next morning and he was alive to see it and he actually felt perfectly fine. Weird. What time was it, anyway?

The clock on his nightstand said 7:30. Jeez, he was going to be late for school. He reached up to the nightstand for his glasses, then stood up and put them on...

...and the world went blurry.

Peter squinted and looked in the mirror, then lowered his glasses.

And he could clearly see his face.

He put the glasses on again.


He took them off.


On, off.

Blur, clear.

Peter looked at the glasses for a moment. Maybe he hadn't made it after all. After all, Aunt May had always told him that no one needs glasses in Heaven. And he sure didn't need them now. But if this was Heaven, his room would probably be a little cleaner. "Weird," he observed aloud, then put them aside and turned to get some clothes.

Then he turned back and stared at his reflection again.

The man looking back at him looked a little like him. Except the roundness of his cheeks was gone. And his body was buffed.

No, not just buffed. His body was ripped. He had layer upon layer of solid muscle building up powerful shoulders, impressive striated pecs, rope-like sinews running down his arms. Even the backs of his hands rippled with muscle. He cautiously flexed his left arm.

A bicep the size of a softball popped up.

This was a dream. It had to be. Peter watched himself reach over to touch his pectoral muscle, now bulging as he flexed his arm and moved his shoulder.

It felt like steel cable, as if he had almost no body fat at all between skin and muscle. But he could feel the touch.

There was a soft knock at his bedroom door. "Peter?" May called.

"Yeah?" Peter replied a bit too swiftly, his voice cracking.

"Are you all right?"

Peter stared at his body in the mirror again, flexing his arms, rolling his shoulders, tightening his pecs, crunching slightly to reveal washboard abs. "All right" seemed like such an inadequate description. "Uh..." He finally shrugged, and even the shrugging motion exposed muscular definition he'd never seen before. "I'm fine."

Apparently the answer didn't quite sound right to Aunt May, because she hadn't yet left the hallway. "Feeling better today? Any change?"

"Change?" Peter looked down at his rock-hard abs. Then he looked down a little further. His eyes nearly popped out of their sockets. "Yep. Big change."

"Oh. Well, hurry up, dear, or you'll be late for school."

School? Oh, yeah. That. "Right." He once more turned to reach for some clothes.

Funny. He never realized he could see into MJ's bedroom from his. But this morning, he could see her clearly, brushing her hair, checking her makeup, looking more beautiful than he'd ever seen her. She looked like a goddess. Or an angel, as he'd told Aunt May when he was just six years old. Wow. What a morning to not need his glasses.

Finally seeming to approve of her appearance in her own mirror, she picked up her purse and left the room.

Peter couldn't move for a second. Then, he turned to look once more in his mirror.

If this was a dream, he never wanted to wake up. Wow. "O.K.," he said finally, then grabbed a t-shirt and sweater and hurriedly dressed, eager to catch up to MJ.

He was practically running down the stairs, moving so fast he was almost afraid he'd miss the turn on the bottom landing. He nonchalantly put his left hand on the rail to swing around the corner...

...and his feet kept going, straight up the wall.

Almost without thinking, he put his other hand on the low-hanging ceiling and vaulted over the railing.

The sound of the landing nearly made Ben choke on his coffee. "Whoa! Thought you were sick!"

Peter was almost unable to believe it himself. "I got better," he said, smiling broadly.

Ben looked at his nephew. He did look better. A little more color to his skin than he had yesterday. Face looked a little thin, though. And where were his glasses? Had he broken his glasses again? Land's sakes...

"Gotta run. See ya." Peter was already into the living room, grabbing his sweatshirt jacket and backpack off their hooks.

"You haven't eaten," May observed, bringing the breakfast sausage out to the table. "You have lunch money?"

"Yeah, I'll be fine." Peter donned his jacket, slung the backpack over his shoulder, and headed for the front door.

"Hey, Michelangelo, don't forget, we're painting the kitchen after school today," Ben called out.

"Sure thing, Uncle Ben." He turned to smile at his uncle. "Don't start without me."

"And don't start up with me," Ben chided, finishing their favorite wordplay exchange.

Peter grinned, then ran out the front door. This was going to be a great day.

Ben shook his head. "Teenagers. Raging hormones. They never change."

Peter was just stepping out the front door when he heard shouting from the Watson household. "You worthless little tramp!" Mr. Watson shouted. "Think you're so good, huh? Think you're something special, huh? You're trash! You'll always be trash, just like her!"

MJ was out the door, in tears. "I've got to get to school," she said through her emotion-choked voice.

"Yeah, who's stopping you?"

Peter was shocked. Who could ever talk to Mary Jane like that? Who would dare raise their voice to that beautiful angel?

MJ was walking away, down the street, as fast as her long legs would take her.

Peter began to follow. He wasn't sure if he dared get too close. But oh, how he wanted to.

She'd stopped now, hunched over, clearly crying.

Peter stopped walking too and was now standing almost half a block away. "Uh...hi, MJ," he said softly, in a tone so quiet no one would be able to hear him. Then, he thought about how stilted that sounded. "Hey, MJ. I don't know if you realize, but I've lived next door to you since I was six..."

A convertible was pulling up alongside MJ. And suddenly, she wasn't crying any more.

"...and I was wondering...maybe it's time we got to know each other...maybe we could get together sometime and talk, or get something to eat..."

MJ squealed with delight upon seeing her two girlfriends in their borrowed car. She climbed into the car, and it pulled away.

"...or not," Peter finally finished, realizing how completely stupid he sounded. As if MJ would even look at him without checking to see if anyone saw her doing so. It was just like being on the bus...

...which was pulling past him right now.

Dammit! Peter was not in the mood for this crap this morning. He took off running after the bus.

Funny. Usually the bus sped up when the driver saw him in pursuit. But today he wasn't having any trouble keeping up with it. Maybe he hadn't been seen yet. "Hey!" he shouted out. "Stop the bus!"

He could hear the kids on the bus laughing at him, but still the bus hadn't sped up too fast. He pounded on the side of the bus. "Tell him to stop! Stop the bus!"

Was it his imagination, or was the bus slowing down as if to taunt him? He once more slapped his left palm against the side of the bus...

...and the paper banner that read "Go Wildcats" ripped off in a long, continuous sheet as the bus finally pulled away.

Peter wasn't sure which was weirder--keeping up with the bus for as long as he had, or the fact that the paper banner was now stuck to his left hand. And he couldn't shake it off. He shook and he shook, and it was still there. It felt like it was made of flypaper or something. He grabbed it with his right hand and pulled.

It practically ripped again, but finally pulled cleanly away. He examined his left hand carefully.

Funny, his fingers didn't feel sticky at all. Neither did the paper he'd pulled off with his right hand. His hand had simply stuck to the paper...just like it had stuck unexpectedly to the railing this morning. What the...?

Deciding he needed to get out of the street before he got run over by a truck or something, he left the banner where it was and headed for the sidewalk before he was late for school.

Harry Osborn was late for school, as usual, as he came down the stairs of Osborn House, a huge and stately mansion on the edge of Queens. The house was really way too big for just the two of them, but it was a family house, and his father had always been quick to remind him that family was all-important. The emptiness of the place always creeped him out, especially his father's gothic-looking study. But as he passed the door to the study this morning, he saw something else that sent a cold chill running down his spine. "Dad!" he called out, dropping his books and racing into the room.

Norman Osborn was lying face down on the floor, unmoving until Harry reached his side and turned him over. "Dad!" Harry repeated. "Are you all right?"

Norman slowly returned to consciousness. "Harry?"

Good, at least he recognized a familiar face. But his eyes were still not completely focused, as if he wasn't all there. "What happened? What are you doing on the floor?"

Norman couldn't remember. He honestly couldn't remember. "I don't know..."

Harry helped him onto his chaise lounge. "How long have you been there? Were you there all night?"

Norman was completely disoriented. "Last night? Last night I..."

A ghoul-like face of a man with a frightening, leering grin suddenly flashed into his memory. And then, it was gone.

"Dad?" Harry asked, concerned at his father's suddenly fearful expression.

"I don't remember what happened last night," Norman finally said.

At that moment, Norman's butler was chasing his personal assistant as she barged into the room. "Mr. Osborn, sir, I tried to stop her...," the butler pleaded.

"I have to see Mr. Osborn," the assistant said, coming right over to Norman.

"My father's not well, Miss Simpkins," Harry said, attempting to intervene by positioning himself between the assistant and his obviously ill father.

Norman brushed him aside and turned to Simpkins. "What is it?"

Simpkins looked distraught. "Something terrible has happened, sir. There's been an accident in the lab. Dr. Stromm is dead. He was murdered."

Norman's eyes widened. "Murdered?"

She nodded. But there was more, and she was almost afraid to tell him. But she had to. "And the glider and the flight suit..."

Norman felt a cold chill run down his spine. Years of research, millions of dollars, possibly the last hope of survival for his company..."What about them?"

She decided to just spit it out. "They've been stolen, sir."

Norman slumped into a chair. Oh, God. Stromm dead. My life's work ruined. My major invention stolen. What kind of a madman would do this?

Harry realized his father didn't need him here. He didn't even know he was in the room. His stupid experiments were all that were important to him, again.

He gathered his books and left for school.

By the time lunch period rolled around, Peter was starving. He'd always heard muscles needed more fuel than any other tissue in the body, and now he believed it. He'd wanted to buy one of everything in the cafeteria line, but only had money for a basic low-cost lunch. So he was finishing up an order of fries, alone as usual. Nobody had noticed him, or noticed the big change in him. And he wasn't sure if that was a bad thing or not.

He noticed MJ coming toward him. Well, not really toward him. She was heading for the table behind him, where Flash and his jock friends and all the popular girls were. And MJ was still Flash's girl, regardless of how shabbily he treated her. Too bad there were only two weeks left in his high school life; maybe next year he could have tried out for a sports team or something and gotten her attention that way.

She was almost to his table now. It seemed as if she were moving in slow motion.

Slow enough that he could see she was about to step in a puddle of spilled juice.

Slow enough that he could see she had stepped in the juice and lost her footing.

Slow enough that he could see she was falling.

In the blink of an eye, he was on his feet. He dropped his left shoulder under her to catch her and break her fall. With his right hand, he caught the bottom of her tray on the tips of his fingers. Then he slid it back and forth through the air to catch every piece of food she'd had on it before they all hit the floor.

It took a second for MJ to regain her orientation. "Wow!" she said, impressed. "Great reflexes! Thanks!"

"No problem." Peter smiled as he helped her stand up straight and handed her the tray. Then he felt puzzled. She was right--those were great reflexes. That entire motion sequence had been pure reflex. If he'd thought about it, he wouldn't have been able to do it, but in just reacting to the stimulus of seeing her fall, he'd pulled off an incredible feat. It was as if his body knew exactly what to do with its new frame but his mind hadn't quite figured it all out yet. This day was really starting to get weird.

MJ looked at his face, trying to figure out why she recognized it. Then she realized it--this was Puny Peter Parker, the skinny little geek who'd been her next-door neighbor for nearly 12 years. But something was very different about him. Finally, she managed to put her finger on it. "Hey...blue eyes," she said with a smile. "I never noticed through your glasses. You get contacts or something?"

Or something. Peter couldn't answer. She was finally looking at him, finally paying attention to him, finally in his arms, for God's sake, and all he could do give her a goofy stare. He felt himself smiling, but said nothing.

MJ just nodded. Such a cute little geek. "See you," she said, heading for her table.

Peter watched her go. God, she probably thinks I'm such a freak. He dropped back into his seat and dropped his right hand onto the tray with a frustrated "clang".

And felt something sticky on the bottom of his palm.

Great. Probably broke open a ketchup packet or something. He lifted his right hand.

And the fork on his tray came with it.

Confusion filled Peter's expression. What was up with things sticking to his hands today? He gave his hand a shake.

The fork didn't budge.

Maybe there was juice or something on it from a previous lunch period. He pulled on the fork.

And several long tendrils of white silky-smooth silly-string-like material stretched from the fork to his palm.

No, not his palm, he realized. They stretched from the fork to his wrist. To a tiny slit on his wrist, just below the fleshy base of the palm. He turned his wrist over and reached his fingers in toward the center of his palm to pull back the flesh and examine the slit a little further...

And suddenly another strand of the stuff shot across the table and covered a tray on an adjacent table. Covered it like a funnel-shaped spider web...

At that moment, the entirety of yesterday's experience suddenly came back to him. Oh, God. Oh, my God. No. This can't be happening. Somebody please tell me this isn't happening. If this is a dream, I want to wake up right now... He looked around frantically.

So far, no one had noticed anything unusual. Good. Maybe there was still time to cover up the impending disaster. He gave a tug on the sticky-yet-silky line.

Intellectually, he should have known what would happen. Peter had studied spiders extensively for a biology report just a few months ago. He knew that spider webbing was a lot stronger than it appeared to be. Proportionally, it had the tensile strength of the cable used in building high-traffic suspension bridges and was amazingly springy and stretchy and resilient. The only reason it broke when humans touched it was that humans were so immense in comparison to spiders. So webbing from a human-sized spider--if that was, indeed, what this stuff was, and Peter still could not believe his brain was even attempting to rationalize this whole thing--was certainly not going to break with just a simple tug. In fact, the tug would probably send the tray flying toward him...like it was now.

Instinctively, Peter ducked.

The tray went flying over his head, and Peter heard it crash into something. He didn't have to turn around to see what it was. He knew immediately what had been hit by the tray.

Flash Thompson's back had.

He was dead. That was it, he was dead. Peter got up from the table and quickly walked toward the exit.

He heard the tray thumping on the floor behind him and realized with horror that it was still attached to his wrist. Oh, God, of all the times for this to happen...

Flash spotted the retreating back of the geek who was dragging that tray on a line behind him. The worn sweater and ratty jeans were enough to tell him who the perpetrator was, even if he couldn't see his face. "Parker?" he said, confused.

Peter was almost to the door. He could hear the whispers of "What is that?" and "Who is that?" and "Hey, he's got silly string up his sleeve!", but right now he didn't care. He just wanted out of there, immediately, before he started sprouting additional legs or something. This whole day had turned Kafka-esque and was becoming more horrifying with every passing second.

"Parker!" Flash bellowed, now raging with fury.

Peter hurried out of the cafeteria. The doors closed behind him.

Something tugged on his wrist. He looked back.

The tray was caught on the other side of the door. And the webbing wouldn't break. Peter pulled harder.

The tray thumped against the opposite side of the door. And still the webbing would break.

He finally grabbed the webbing with his left hand and yanked the strand off his wrist, then tossed it aside.

And that's when he spotted it for the first time. There was a tube running down the underside of his forearm, connecting that slit to a swollen spot about two inches up. What is that--a spinneret? Oh, my God, it is a spinneret...

He had to get out of here. He had to go find help. Somewhere. Anywhere. Maybe back at the genetic labs at Columbia; maybe they might know what to do. He practically ran for his locker, started to spin the combination on his padlock...

...and felt the hairs on the back of his neck stand up with alarm and a buzzing sensation rattling in the back of his head. His eyes darted about, looking for whatever was causing this creeping horror to jangle his nerves like they'd been attached to a live wire.

The world seemed to slow down again. It was as if he'd become hyperaware of his surroundings. He could almost see the detail on the folds of that paper airplane flying overhead. He could watch a fly's wings whirling rhythmically in the air. He could see that spit ball about to hit another kid across the hall. And he could feel the rush of air from Flash Thompson's flying fist...

He ducked to his right just as the punch came in.

The blow left a fist-sized dent in the locker door next to him.

Peter jumped back.

Flash couldn't believe he'd missed, but it didn't matter. Anybody could get lucky once. And that was all Puny Parker was going to get. "You think you're pretty funny, don't you, freak?" he growled.

MJ was practically running down the hall toward the gathering crowd of students who were now encircling the two teens. "Leave him alone, Flash, it was an accident!" she shouted.

Peter would ordinarily have greatly appreciated MJ even noticing he existed. But right now, he wanted to just disappear. This was beyond embarrassing. He'd have to drop out or transfer away. No way he could stay here...not after today...

"My fist breaking your teeth--that's gonna be the accident," Flash snarled. He had his fists cocked.

"Come on, Flash," MJ begged.

"I don't want to fight you, Flash," Peter heard himself say, and then wondered where the Hell that had come from. Yeah, he really didn't want to fight Flash, but he'd never had that kind of bravado before. It was as if he'd spoken on reflex...just like he'd ducked on reflex...just like he'd caught MJ on reflex...

"Yeah? I wouldn't want to fight me neither," Flash gloated. "Come on, Parker. Show me what you've got."

Peter was almost afraid to find out what he had. He watched Flash's fists, trying to figure a way out before the first punch was thrown...

...which he ducked aside from as it whizzed by his head.

Flash threw another jab at him.

Peter slipped millimeters to the side of it just as it reached him, and the blow missed again.

Flash couldn't believe it. He snapped a left hook at the geek.

Peter could see the punch coming in slow motion. He had plenty of time to move out of its way...

...and then instinct and intellect began to come together. Whoa...what's happening?

Flash fired an uppercut to Peter's chin.

Peter did the only thing he could--bend backwards away from the blow.

It worked. Except he'd bent so far back that a Romanian gymnast would have been jealous. He was practically doing the limbo and looking upside down at MJ's shocked expression. And somehow, he'd kept his feet under him the whole time.

That realization brought him back to the moment. He snapped upright and looked around him, wondering what Flash would try next but somehow feeling absolutely ready for whatever came.

MJ saw Harry Osborn finally decide to join the crowd. "Harry, help him!" she pleaded, gesturing toward the fighters.

Flash's fellow jock Kyle somehow realized that things weren't going according to plan. He dove for Peter from behind.

Peter felt that strange sensation of alarm again and on instinct sprang into the air, did a double backflip with a half-twist, and landed on his feet, now facing his attackers.

Harry looked impressed. This was Peter Parker, king of the geeks? Were it not for the familiar-looking clothes, Harry wouldn't have been able to identify him. He looked like a completely different person. And he certainly moved like one. "Which one?" he asked, genuinely not certain Peter actually needed any help and genuinely surprised by that lack of certainty.

Peter wasn't sure which surprised him more--the move, or the fact that the landing had been effortless. He'd barely even felt it. It was as if he had springs in his legs and shock absorbers in his joints...like leaping spiders seemed to have...

"He's all yours, man," a visibly unnerved Kyle told Flash.

Flash pushed his useless cohort away and once more unleashed a flurry of punches at Peter.

Peter wove and ducked and twisted and turned...and then decided he was tired of being on the defensive.

As Flash's next flurry of punches came in, Peter actively blocked them all. Then he caught Flash's right wrist and twisted it away from him.

Flash felt his arm about to break. He screamed.

With a resounding karate yell, Peter unleashed a hard right heart punch square into Flash's breastbone.

Flash went flying. Literally. He was knocked off his feet and flew nearly ten feet through the air before landing on the ground and skidding down the hall, finally crashing into a teacher's feet, who dropped his entire cafeteria tray's contents onto Flash's face.

Cheers went up from several students. "Yeah!" "Wow!" "He did it!"

Damn right I did! Peter mentally exulted. He'd never felt so empowered in his whole life. Nobody would ever push him around again.

Kyle looked from Peter to Flash to Peter again. "Jesus, Parker," he sneered, "you really are a freak." Then he went over to help his buddy.

The crowd began to disperse as teachers approached.

Peter felt the sting of Kyle's words as the adrenaline rush began to fade. He caught MJ's eye...and saw in her expression Kyle's exact words. My God, he realized, I really am a freak...

Harry had never seen anything like that in his life. "Peter," he said, awe in his voice, "that was amazing!"

Peter barely heard Harry. He could barely hear anything except the horror practically screaming from MJ's shocked expression.

Harry watched Peter suddenly turn and run for the door. "Pete!" he called after him.

The exterior door crashed open and slammed shut again. Harry sighed in frustration and headed off to class.

Peter had no idea how far he'd run before he finally stumbled into an alley and ducked behind a dumpster, breathless and exhausted. He just knew he had to get away, far away, as far away from Midtown High as he could get. A day that had started out so promising had now turned into an unmitigated, life-changing disaster. Kafka-esque was probably the nicest way to describe the whole experience. He leaned against the wall and looked down at his right wrist, where the strange silly string that had started this whole disaster had come oozing out of him like some kind of...

...spider web, he realized, looking at the shape of the swollen spot on his forearm. It was the size of a silver dollar, with spokes radiating out from a ringed center, just like a funnel-shaped spider web. One of the spokes formed a tube that ran the distance to the slit just under his palm, almost in parallel with the sinewy tendon normally running down a person's forearm.

Peter was just stunned. He vaguely remembered his dreams as he passed out from the spider bite yesterday, the visions of his own DNA unspiraling and breaking apart and recombining...with the spider's DNA? To create in him some new hybrid of spider and human? He turned his right hand over.

The bite was still there, still visible, still swollen, though much less so than it had been when he'd collapsed last night. But there was an angry red trail down the big vein in his hand, with a small branch of redness forking off toward...toward my forearm, he realized. Toward that spinneret. And the bite still has venom in it...oh, my God, does this mean I'm not done changing yet? What more could happen?

He looked up at the razor wire around the alley's entrance ringing the fence whose gate he'd stumbled through in his blind race to escape. It looked like a prison. Which would probably be a safer place to be than anywhere else from now on, now that he'd sufficiently angered and embarrassed the class bullies.

Then he noticed something. A huge brown spider, building a classic wheel-shaped web in one of the rings of the razor wire. Peter watched it gracefully move over those fine silk threads, elegantly traipsing along, seeming to defy gravity, balancing nimbly on just the pinpoint tips of its eight spindly legs...

On the pinpoint tips, Peter realized. On tiny, almost microscopic hooks on those pinpoint tips. Hooks that could find cracks and crevices and blemishes in almost any surface and allow the spider to scale incredible heights and balance on virtually anything at virtually any angle...

Peter's fingers tingled. He looked at his left hand carefully.

And then he saw them. Tiny, almost microscopic hooks, barbed cilia, emerging on the surface of his fingertips. They'd probably been just long enough earlier to catch irregularities in the finish on the handrail at home...then long enough to snag the paper banner off the side of the bus...then long enough to catch and balance MJ's rough-surfaced plastic lunch tray...and now...?

On a hunch, Peter planted his right palm firmly against the wall about shoulder height.

He could feel every detail of the brickwork surface. And his fingertips had found anchor points to dig into. He reached higher and did the same thing with his left hand.

Again, he could feel every defect in the bricks, and his fingers found a purchase.

He began to climb up the wall. More accurately, he began to crawl up the wall. Like a spider. Hand over hand, steadily traversing the bricks like he was walking very carefully on flat ground. He used his feet to balance his lower body but not to actually climb; his entire body weight was being borne on the tips of his fingers. No wonder he'd developed new muscles on the backs of his hands; he intellectually knew he had to have massively increased grip strength, but the movement felt effortless, completely natural, as if he'd done it all his life. He had no doubt he probably had the same hook-like cilia on his toes now, too, as they were tingling the same way, but they couldn't reach through his shoes. But he could sure feel every detail of the toe section of the worn insoles in his shoes right now, just like he could feel every detail of the brickwork. He carefully reached past the fire escape support brackets, making sure he didn't snag his clothes on them...

Wait...fire escape support brackets? Those must be four stories off the ground... He looked down.

Or rather, "back", because the ground was now behind him on his new plane of alignment. Until that moment, it hadn't occurred to him that there even was a "down" any more, much less that "down" was now 40 feet below him.

His eyes widened. And a huge grin spread across his face. And there was nothing else to say except...


He had no idea how many times he'd shouted that in the last few minutes. But it was the only phrase that even came close to expressing the feeling of freedom he now had as he raced from rooftop to rooftop through the crowded neighborhoods of Queens. He was running at incredible speeds, leaping across alleyways, landing with no more impact than jumping off a short step. He really did have springs in his legs and shock absorbers in his joints, and gravity hardly existed. The rooftops of his borough had turned into his own private playground, and any freakishness he'd felt earlier was gone in the euphoria of this moment...

...until he leapt across one building and realized he was almost at the end of a block at a major cross street. He barely managed to stop running as he reached the drainpipe ringing the top of the building. Wow, four lanes of traffic was a lot wider than he'd ever thought. On top of that, it was a four-story drop to the shorter building across the street. Having just discovered his abilities, Peter wasn't sure he wanted to put them to such a dramatic test so soon. He stood there for a moment, trying to decide if he wanted to go back the way he came, or find a dark corner and shimmy down the bricks...

...or maybe there was a third option. After all, real spiders could travel great distances on spun silk lines. He looked at his right wrist. Then he looked across the street again.

Wow, that corner market was low to the ground. But just beyond it was another four-story brick tenement. And even better, overhead was one of those towering cranes lowering an air conditioning unit to the rooftop of the taller building. If he could snag that crane, he could easily swing across traffic and get to the other rooftop, and then it would be off to the races again. He rolled up his sleeve, giving the spinneret a clear and unobstructed path out of his wrist, spread his fingers wide, then gestured dramatically at the crane and shouted, "Go web!"


Oh, man, did he feel silly. But it just felt more appropriate to shout something as he was trying. He changed his hand position slightly. "Fly!"


Another gesture. "Up, up, and away, web!"


Peter tried to think of all the comic book incantations he could remember. "Shazam!"


Man, this was dumb. How did spiders do this, anyway? But even as he thought that, he already knew it was a dumb question--the answer was that spiders had spinnerets in their bottoms. So this was definitely a step up on the bioengineering ladder. He kept gesturing, almost pleading with the webbing to just "Go!"

But it wouldn't.

Terrific, he thought. I can shoot a web when I don't want to and expertly snag a cafeteria tray I'm not even trying to hit, but can't even get a thread when I do want to? This sucks. He flipped his wrist face up and reached toward the fleshy part of his palm with his curled middle and ring fingers to try to get a better look at the mechanics of the tiny opening...

...and a thick strand of webbing shot out.

Alarmed, Peter let go of his palm, and the line cut off and floated harmlessly across the street.

So that was it. A bit of angle, a bit of pressure, and a bit of tugging to pull the exit tube open long enough to create the length. He tried the motion again, this time more deliberately.

Again, webbing came right out, and again he cut it off and let it float away on the wind.

It felt so strange. The sensation reminded Peter of the IV he'd had inserted in his arm as a child in the hospital, only in reverse--instead of freezing cold fluids pushing into his veins, body-temperature fluids gushed outward, solidifying when they hit the air just like a regular spider's silk did. Peter smiled, then eyed up the crane. He used the index and pinky fingers on his right hand to create an alignment window, then carefully took aim and reached into his palm.

Webbing shot across and smacked against the arm of the crane, sticking firmly.

In one motion, Peter cut off the line and grabbed it with his right hand before it got away. He gave the line a gentle-but-firm tug.

It didn't budge.

Peter started to mentally note that it was probably more likely that he could pull the crane over than pull the line loose, but decided that wasn't a particularly pleasant notion and dropped that train of thought. Instead, he clutched the line in both hands, hopped up onto the drainpipe railing, and looked down.

It was six stories to the street below. That was a long way down if he missed. So he'd better not miss.

He took a deep breath, summoned every bit of his courage, and timidly said something he'd heard in an old Errol Flynn movie. "Tally ho."

Then, he closed his eyes and took a step off the railing.

For a brief instant, he was free falling. Then the web line kicked in, and he was swinging on an arc, right over the tops of cars, easily to the other side of the street.

Except he badly miscalculated the angle. The arc wasn't steep enough to carry him over to the taller rooftop. He desperately tried to stop, wishing his feet had the grip strength of his hands, and realized even as the line began pulling him upward again that he wasn't going to make it...

...as he smashed face-first into the two-story billboard on the wall of the adjacent building.

The last thing he remembered clearly was vowing that he was not going to try that again any time soon before the world went black.

Hours later, when Peter had finally run out of brick walls to climb and rooftops to traverse in his neighborhood, he finally headed for home. He had no idea what he was going to tell Aunt May and Uncle Ben about this, but he was sure he'd figure something out...

...and then realized he'd be spared from having to explain it all right away.

The beat-up old faded yellow Oldsmobile that Uncle Ben insisted on keeping running, insisted on driving everywhere even when Peter would prefer to walk rather than be seen in it, was gone out of the driveway. It was Bingo night, Peter remembered; he'd have the house to himself for at least a little while.

As he came into the house, he suddenly remembered something else he'd forgotten. The kitchen was a completely different color. No thanks to him, of course; he'd completely forgotten that he'd promised to help paint today. Poor Uncle Ben had probably unloaded the whole kitchen by himself and exerted himself reaching and stretching and painting. It was the world's ugliest shade of turquoise blue, but Aunt May had been on them to do something about the peeling and cracked paint in her kitchen for what seemed like forever now, and he felt really stupid for having forgotten. He gave the room a quick appraisal and decided to touch up the ceiling later, as he knew Uncle Ben really hated standing on ladders. Then he spotted a note on the counter and crossed the room to it.

"Michelangelo--meat loaf and veggies in oven."

Peter sighed. This was perhaps the worst part of it all. Normal parents would have stayed home to yell at Peter, to demand to know what he thought he was doing, to ground him at the very least. Aunt May and Uncle Ben, on the other hand, were more concerned with whether or not he was eating right. There were times he'd give his right arm for a chance to hear his own parents really get mad at him for once and yell at him...

"What'd'ya mean, you forgot to buy beer again?" Mr. Watson's voice bellowed from next door.

...just like that, Peter mused. He looked out the kitchen window.

The Watsons were having another domestic dispute. Peter wondered why he'd never noticed the noise level before. Maybe because he'd never been so completely in tune with his surroundings before. He turned away from the window and walked over to the stove to get dinner.

A few minutes later, Peter had finished dinner and was taking out the trash. And the argument at MJ's house was still going on.

But apparently one party wanted to remove themselves from it, because MJ came storming out the back door right at that moment, completely exasperated. She stomped around the concrete porch for a moment, ready to start ranting to the night sky, when she suddenly noticed someone else was out there with her. She cast an accusing glare at Peter. "Were you listening to all that?"

"No," Peter lied, a bit too quickly. Then, he realized there was no way to lie to her with a straight face, so he thought fast. "I mean, I heard, but I was just taking out the trash."

MJ looked bitter. "I guess you can always hear us."

Peter shrugged. "It's O.K. I mean, everybody shouts."

"Your aunt and uncle don't."

Peter considered it. "They can scream pretty good sometimes." For Mets and Yankees games, usually. Or when Aunt May hits Bingo.

MJ smiled at him.

Peter realized he now had the opening he never thought he'd get again. "Uh, listen, MJ, about today...at school, I mean, with Flash..."

"You really freaked us out," MJ said in a concerned tone.

At least, Peter hoped it was concern and not disgust. "I'm sorry." He realized he genuinely was concerned about Flash--with his new strength, he could easily have crushed Flash's breast bone and probably did break his arm. "Is he O.K.?"

MJ laughed. "He's just glad you didn't give him a black eye for graduation."

Peter was relieved. He'd have to be more careful next time.

MJ had never seen Peter like this before. No glasses...great eyes...not bad looking, either...had he lost weight? She would have sworn his face was much more defined. Or maybe it was not having the glasses on that made him look so different. "So," she said, strolling toward the fence between their houses, "have you thought about what you're going to do after graduation?"

A million times, but I think it's all changed now. That was the answer Peter wanted to give. But instead, he gave a slightly more stock response. "I...uh, I want to move into the city. Maybe try to get a job as a photographer somewhere, work my way through school. What about you?"

"Yeah, I definitely want to move to the city," she said with a grin. "I can't wait to get out of here...and..."

He sensed she was showing him something she never showed anyone else--her vulnerability. "And what?"

She turned aside.

"Oh, come on," he encouraged. "Try me."

She looked at him coyly. "Act. On stage."

Of course she would, he realized. Her whole life had been spent putting on an act for the public. "Wow! No kidding? That's perfect! You'd be great!"

She was surprised at his enthusiasm. "Really?"

"Really. I mean, you were awesome in all the school plays." He leaned into the fence confidentially. "I cried like a baby when you played Cinderella."

She looked at him oddly. "Peter, that was in the first grade."

God Bless America, Peter, you are such a dork, he chided himself. "Well, yeah, even back then." He couldn't believe they were actually talking. And there was so much he wanted to say to her. "I mean, with some people, you can just tell. You can look into the future and see what the future holds for them."

"What does the future hold for you, Peter?"

"I...I don't know. But whatever it is, it's different from anything I ever felt before." Well, there's one piece of truth clearly spoken for the evening.

"And for me?"

"You?" He wanted to pronounce her queen of the universe, give her everything she ever wanted. But he could tell that what she really wanted right now was for someone to make her feel like she really was worth something. "You're going to light up Broadway."

MJ was amazed. How did he know she needed someone to make feel good about herself right then? "You know...you're taller than you look."

The absurdity of the remark reminded Peter of his place in the social pecking order. "I hunch."


It was a genuine piece of advice. And maybe his first hope that she didn't completely find him beneath her. He smiled.

And then their moment of bliss was interrupted by a car horn. "Hey, MJ!" Flash's voice called from the street. "Come take a ride in my birthday present!"

MJ shrugged. "I've got to go." And before Peter could object, she'd come out from behind the gate and was running down the driveway. "Oh, my God, it's gorgeous!" she shouted in her best party girl voice.

Peter could only watch as she gleefully climbed into the loud silver convertible Flash was standing beside. "Wait 'til you hear the sound system," he was telling her. "Don't scratch the leather."

The car roared off with a throaty rumble.

Peter sighed. The only way to get and keep MJ's attention was to have something she wanted more than anything else. And he'd twice seen her throw off her troubles to hop into someone's car and ride away. "Cool car," he observed aloud as he headed inside.

Good Lord, cars were expensive.

Peter had never even thought about how much cars cost until he looked at the classified ads section of the paper. No wonder Uncle Ben still drove that clunker. Used high-end sports cars were $30,000 and $40,000. Good grief, he'd bet money this whole house didn't cost $30,000 when Uncle Ben bought it all those years ago. No way he could afford those. He turned the page.

$20,000 cars. Nope.

$10,000 cars. No way.

Even used, as-is, fixer-upper cars were nearly $5,000. Man, how did kids like Flash afford these things? How did anybody not named Osborn afford them? Peter began to despair of finding anything good enough for MJ...

...when he spotted two items in such close proximity that it had to be synchronicity.

The first was a late model, as-is used convertible for $2,579.

The second was an advertisement: "Need Cash? Amateur Wrestlers Wanted -- $3,000 For 3 Minutes. Colorful Characters A Must. NYWL, 212-555-1212."

Peter could see that car. He could see himself in that car. He could see himself and MJ in that car.

And he could see himself winning that $3,000 to get that car.

But a colorful character? He couldn't see that.

At least, not yet.

It took a week.

When Peter wasn't in school, he was in his room with the door closed. It was driving Uncle Ben and Aunt May crazy. But they didn't understand. This was important. He needed to plan. To learn. To experiment. To create.

First, there was the colorful character business. Peter knew he wanted the spider as a symbol, but how far to take the analogy? An eight-legged costume? Maybe a full head mask, with bug eyes? Or what about built in polarized lenses to make seeing easier? Maybe the body should be black, with a red hourglass? Or blue, with red spots, like the spider that bit him? What about webbing? On the head? The chest? Under the arms, like wings? Or maybe all over...

Peter sketched and sketched and sketched. He tore up idea after idea. But slowly, the costume began to take shape. And as he found out more about his spider skills, the costume made more evolutions.

Peter's suspicion that he hadn't yet finished his metamorphosis was correct; the spider bite was slowly healing with each passing day, but as it healed, it was as if his body was absorbing the remaining venom and using it to make minor fine-tuning adjustments to its new structure as he tested his powers in new ways. The cilia on his fingers became much more sensitive as he practiced reaching through layers of cloth as a prelude to wearing gloves. One fine layer? No problem; it was just like an extra layer of skin. A thicker layer? Not as precise, but still doable; he could still feel minute surface changes through his bicycle gloves easily, and while he preferred to be barehanded, he still had enough grip through the gloves to be manageable. Heavy cloth? Forget it; he could cling to it, but the cilia wouldn't penetrate through to latch onto anything else. But as he suspected, he'd developed the same cilia on his toes, and those were a bit longer and stronger. They went easily through all but the thickest of socks, and he was now discovering they were penetrating into the insoles of his shoes when he put enough pressure on them. If he could somehow find a thin-enough shoe or even a hard-soled sock, they might actually be useful in wall-crawling.

He'd also noticed marked improvement in his physical skills. His reflexes were now incredibly fast--so fast that the slowest part about them was his brain recognizing that he needed to use them. It almost took longer to think about moving than it did to actually move. He had the flexibility of a yoga master and the balance of a elite gymnast. And man, had he gotten strong. From his studies of spiders, Peter knew that most spiders were proportionately a lot stronger than they looked--some species could support 40 times their body weight. He'd started to do the math of 40 times his current body weight--155 pounds, up 30 pounds from his pre-bite weight, and he felt certain almost all of that weight gain was pure muscle--then realized that he could just throw that number right out the window because of the genetic enhancements Columbia had done to their super-spiders. Who knew what the practical limits were? Peter certainly hadn't found them yet, and not for lack of trying.

And then there were the spinnerets.

When Peter first saw them, they were large, protruding web-shaped glands on his forearms. He was beginning to think he'd never be able to wear anything but long sleeves and heavy sweaters again, when one morning he noticed they'd begun to recede slightly. Not that they were drying up--far from it. In fact, he could shoot webs for hours with them, and still had no idea what their real capacity was. But he suspected that either he was building additional layers of muscle to cover them, or they were just somehow settling into his body and becoming less and less prominent. He'd take whatever explanation worked, as long as they didn't completely dictate his dress code for the rest of his life.

What he'd begun to learn was how functional they really were.

At first, he wondered how in the world spiders could spin such intricate webs when he couldn't manage to make them go anywhere he wanted them to go. He'd aim at a soda can and nail the rocket model a foot to the left or the family portrait a foot to the right. He'd also break things he wanted to catch--those things hit with an impressive impact, appropriate for someone firing the equivalent of fine-strand steel cable through a high-pressure hose across a room. And they certainly weren't permanent; they'd begin to break down after a few hours and dissolve to nothingness within about a day. Good thing, too, because he'd often find himself surrounded by so much webbing that his room looked like something out of a Vincent Price movie. "You're so mysterious these days," Aunt May had scolded one afternoon. "O.K., thanks," he'd mumbled in reply, distracted by trying to figure out how to fit this strange ability he had into the big picture.

And then, one day, it all came together. Peter wasn't sure if it was through practice or additional microevolution or both or something else entirely, but one afternoon, he began to hit everything he aimed at. A few shots later, he could control the tension, to bring objects over to him quickly through the elastic reaction of the web strands. A few more shots and he became ambidextrous, able to fire accurately with either hand. It quickly became a game: Aim for and hit a precise spot on the wall. Connect two spots. Spin a web the size of a dime or the thickness of a rope. Shoot cross-body or cross-handed and still hit the target. Aim both hands at the same location and see how close the webbing would converge. He loved the challenges and tried to make up more. The one thing he still hadn't worked up the courage to try again was web traveling over distances, but that would come. There were other things to do first.

Like make the costume he'd finally finished designing. It was sleek, spare, and very cool. Blue, mostly, but bright red across the shoulders, down to a point on his chest, with a red full-head mask and red gloves and boots. It was interlaced with heavy black web lines that criss-crossed every part of it. And in the center, a large, black, menacing-looking spider.

That $3,000 was as good as his.

Right now, Norman Osborn would take $3,000. Or however much it would cost to get his company out of trouble.

The press was having a field day in light of the recent damage to OsCorp's Long Island test facility. Led by that slimy muckraker J. Jonah Jameson and The Daily Bugle, papers all across the city were touting the impending death of OsCorp, the death of Norman Osborn's dream. How could they possibly recover? Their test lab was destroyed, their chief scientist was dead, Osborn himself had gone into seclusion. And Quest Aerospace CEO John Quest was bragging about his newest project, a prototype of a one-man exoskeleton fighter jet, due to test in just one week's time.

Norman couldn't believe it as he read the paper in his study. His company being raked over the coals like this? He thought Jameson was his friend. And that bootlicker Johnny Quest? Osborn used to eat upstarts like him for lunch. But right now, Norman was paralyzed by fear and dread. Fear of losing his company...dread of going back to it and finding out what had really happened, because something in the back of his mind kept gnawing at him that maybe he was somehow responsible for it...

An evil laugh rang through the room. Norman jumped and looked around, trying to find that laugh.


Norman ran his hands through his hair and felt himself shake. His imagination again. He'd heard that hideous laugh over and over again in various places the past few days, and always there had been nothing there, just something in his brain run wild. There was something wrong. Something was the matter with him. He'd be damned if he knew what it was, though.

"Something's the matter with him," Ben observed.

May, sitting across the room knitting, nodded quietly. She knew immediately which "him" Ben was talking about. Peter, of course. They'd barely had the chance to talk to him at all over the past week, but both of them had noticed something was different. He was surly. Short-tempered. Reclusive. Irresponsible. Had no interest in his family at all. He'd even gotten into a fight at school, a fight Peter denied starting but did not deny he had participated in. But they hadn't gotten to talk about that much, either; Peter had gotten frustrated and said they just didn't understand and had stormed away, and neither Ben nor May wanted to push the issue.

Until now. Ben Parker was a man of action, and sitting around all day since his layoff had just made him more frustrated. If he couldn't control anything else about his life, he was going to control his surrogate son. He'd promised his brother that, and dammit, he was going to take care of Peter whether Peter wanted him to or not. "Something's bothering him," Ben said again, stripping the covering off an electrical cord to repair a reading lamp for Peter's room. They'd found his broken, of all things. Ben had spotted him discreetly taking it out to the trash and had rescued it one morning after Peter left for school. He'd found another lamp just like it at a second-hand store, but the electrics in it were bad. But electrics were things Ben knew how to fix, so he'd bought the lamp and was hoping to surprise Peter with it in time for graduation. Now he just had to put a new cord in it and it would be good as new. "Maybe he's afraid to tell me. Or maybe I'm afraid to ask. I don't know. But there's something wrong with the boy, and I'm going to find out what it is."

May nodded. She really wanted to know, too. But men went through these times. She thought about reminding Ben about some of the surliness of the rebellious younger man she knew all those years ago, but decided it wasn't worth it. Ben had grown into a wonderful man. Peter would, too. She was sure of it.

At that moment, Peter bounded down the stairs. He was going out, clearly; he already had his jacket on and a brown paper bag bundled under his arm. He barely acknowledged their presence as he breezed into the living room. "I'm going downtown to the central library--got an exam to study for," he said, already halfway across the room and headed swiftly for the door.

"Wait a minute," Ben said, creaking as he got up out of his chair, "I'll drive you."

"No, that's O.K.," Peter said, trying to make his escape as fast as possible. "I'll take the train."

"Nah. I need the exercise." Ben grabbed his jacket and found his car keys. "Now go on, let's go."

Peter struggled not to either roll his eyes or groan as he headed out the door.

Ben turned to May and gave her a delighted thumbs-up.

May smiled and kept knitting. It would all work out. She knew it. All they needed was time alone together.

The two generations of Parker men rode into Manhattan together, but Ben might as well have been alone. For the entire drive, Peter had almost turned his back to his uncle as he stared out the window, his mind clearly elsewhere. Ben had even turned the radio to that obnoxiously loud rock and roll station Peter liked listening to, but even that didn't get a response out of him. It was as if Ben was riding with a total stranger. Ben didn't like this at all, and he was going to put a stop to this right now as he pulled to a stop at the curb across from the library.

Peter was grateful that they'd finally reached their destination. The hardest part about this whole life-changing incident was that he couldn't say anything to anyone about it. They'd think he was some kind of freak. And he wasn't, at least not in his mind. Heck, he'd never felt better about himself in his life than this week as he'd gotten used to the changes..and even learned to like them. But now wasn't the time to talk to Uncle Ben or anyone else about this. Not yet. Maybe in a few weeks, after graduation. After he moved out. After he was on his own. "Thanks for the ride, Uncle Ben," he said, already opening the door to get out.

Ben put a hand on his shoulder. "Wait a minute," he said. "We need to talk."

Peter shrugged off the hand. "We can talk later."

"No, we can talk now." He put the car into park and flipped off the radio to punctuate his statement. "If you'll let me."

Oh, great. I always wanted parents who'd fuss at me for once. I should be careful what I wish for. Peter closed his door and sighed. "Why now? I mean, what do we have to talk about?"

"A lot. We haven't talked about anything for a week. I mean, your aunt and I don't even know who you are any more. You shirk your chores, you spend hours in your room with your door closed doing all those strange experiments, you start fights at school..."

Peter was not in the mood for it. "I already told you--I did not start that fight."

"No, but you sure as Hell finished it."

Peter was surprised at the bitterness of his uncle's tone. "Well, what was I supposed to do--run away?"

"No, you weren't supposed to run away..." Ben struggled with the words. It would have been so much easier if he'd had kids before inheriting his brother's son. Then he'd at least have had one rehearsal of this speech instead of having to wing it now. "Pete, look--you're changing."

Peter scoffed. It's early yet, but there's a prime candidate for understatement of the year.

"I know," Ben continued. "I went through exactly the same thing at your age."

It was all Peter could do not to laugh in his uncle's face. When did Ben Parker get bitten by a mutant spider? "No. Not exactly."

Teens, Ben sighed. Think they know everything. Think they're the only ones who ever went through puberty. "Look...these are the years when a man changes into the man he's going to be for the rest of his life. Just be careful what you change into."

Peter just looked at his uncle for a moment. Where had that observation come from? Had his uncle seen him practicing, maybe caught him scaling walls or lifting his bed with one hand? Peter had worked pretty hard to make absolutely certain he hadn't been noticed, and he was damn sure not ready for his family to know what had happened...

If Ben noticed Peter's panic, he didn't show it. He was barging ahead at full speed in this lecture, trying to say all the things he'd always wanted to make sure Peter knew and understood. "Now, this guy, Flash Thompson...he probably deserved what he got. But just because you can beat him up doesn't give you the right to. Remember--with great power comes great responsibility."

That was it. Peter couldn't take any more of this. "What, are you afraid I'm going to turn into some kind of criminal or something?" he snapped. "I'm fine. Look, something's different. I'll figure it out, all right? Just leave me alone. Stop lecturing me, please!"

Ben could feel his nephew's heartache. He could vaguely remember having almost this exact conversation with his father and thinking the old man was hopelessly square and couldn't possibly understand what he was going through. The more things changed, the more they stayed the same. "I don't mean to lecture, and I don't mean to preach. And I know I'm not your father..."

"Then stop pretending to be!"

If Peter had fired a gun into his gut, it couldn't have hurt more. There was nothing more to say, and Ben knew it. "Fine," he said, trying very hard to keep his emotions in check and failing miserably. "I'll pick you up at 10."

Whatever, Peter thought as he got out of the car.

Ben put the car in drive and pulled away.

Peter started to cross the street, then stood in the middle of the travel lanes and pretended to be checking cross-traffic while he waited for Uncle Ben to turn the corner. An incredibly dangerous thing to do in Manhattan, but Peter knew his spider-sense would warn him in plenty of time to avoid a collision. Right now, he was more afraid of Uncle Ben seeing he wasn't going to the library at all.

The yellow Oldsmobile clunker turned off the main thoroughfare and drove out of sight.

Satisfied he wasn't being watched any more, Peter turned around and headed off for a much different destination.

The dingy, rundown stadium and armory looked like it belonged in a completely different city, but it was as much a part of New York as any other sports arena. Once home to community sports teams, it now housed low-rent concerts, third-rate trade shows...and the New York Wrestling League, a down and dirty pro wrestling circuit that nonetheless had a devout following. Tonight's crowd looked particularly bloodthirsty to Peter, who watched in amazement--and a hint of trepidation--a muscle-bound mountain of a man named Bone Saw McGraw slam another would-be challenger for the $3,000 prize to the canvas, then nail him with a flying elbow drop for a three-count.

The crowd went nuts.

The gold-lame-suited ring announcer was trying to pump up the crowd. "Is there no one man enough to step into the ring with the likes of this titan of testosterone, Bone Saw McGraw?"

Peter swallowed nervously as he watched the last man who'd tried being carted off by paramedics. Bone Saw probably ate guys like Peter for breakfast. But $3,000 was a lot of money, and the only way to win was to try.

As the ring announcer introduced the next contestant--The Flying Dutchman, was it?--Peter headed off to get in line to sign up for his date with destiny.

The overweight, overworked, and over-made-up black woman working the sign-up table thought she'd seen everything until the kid at the front of the line stepped forward. "There's no featherweight division here, Small Fry. Next?"

"No, sign me up," Peter insisted.

The woman looked at him. "You do understand that the NYWL is not responsible for any injuries you may..." She gave him the once-over. "...and probably will sustain during this exhibition, and that you are entering into this contest of your own free will?"


She once more looked him over. This had to be the lamest costume she'd ever seen, but if the kid wanted to go through with it... "Down the ramp to your left. And may God go with you. Next?"

Bone Saw dispatched the Flying Dutchman in about a minute and a half, and one got the sense that he could have done it a lot sooner but was too busy playing around with the cool feathers on the man's mask. But he'd cleared the ring fast enough by throwing the defeated challenger out into the crowd, which responded by standing up and waving signs and brandishing fake bone saws.

The ring announcer was doing everything possible to work the crowd into full Roman coliseum bloodthirst. "Are you ready for more?" he shouted.

A roar of approval went up.

Bone Saw grabbed the microphone. "Bone Saw is ready...," he said in a tone that indicated he was either super psyched up or needed to go to the bathroom really badly.

The crowd was nearing its frenzy.

The ring announcer took the microphone and backed up the ramp toward the backstage area, where he could see from the silhouetted screen that the next victim...er, participant had taken his place. "If he can last three minutes in a cage with our undefeated champion, the sum of three thousand dollars will be paid to..." He managed to keep from falling through the screen he'd backed into, squinted against the bright spotlight now trained on the top of the ramp, then realized no one had slipped him the guy's name yet. Those screening women really need to be doing a better job at this, he thought, then whispered conspiratorially to the guy behind the screen. "Hey, kid, what's your name?"

"The Human Spider."

The ring announcer made a face. "The Human Spider? That's it? That's the best you've got?"


"Oh, that sucks." He picked up the microphone again. "The sum of three thousand dollars will be paid to the terrible...the deadly...the amazing...Spider-Man!"

The screen slid up.

And the audience let loose a chorus of boos the likes of which Peter had never heard before.

Mixed with the boos was laughter. The scrawny kid standing at the top of the ramp was wearing baggy blue sweatpants, beat up Nike running shoes, ragged red and white bicycling gloves, and an oversized red sweatshirt onto which had been hastily drawn in black magic marker a freehand black spider with squiggles that were probably supposed to be some kind of web woven by an arachnid on acid. The worst part of it all was the faded red balaclava ski mask covering the kid's face. He looked like his battle cry should be "My mother dresses me funny".

Peter turned to look behind him. "No, it's the Human Spider!" he corrected.

"Get out there!" a stage hand ordered.

"No, he got my name wrong!" Peter protested.

"I don't care--get out there!" He gave Peter a shove down the ramp.

Popcorn, sodas, and insults rained down on Peter from above. Great. If I wanted this, I could have ridden the school bus.

Bone Saw's buxom blonde bimbos, clad in black leather bikinis and little else, stood on the ramp taunting him the whole way down. "Go home to Mommy, little boy." "It's way past your bedtime." "Bone Saw's gonna pluck your legs off, spider-boy." "You couldn't hurt a fly."

Still, Peter kept walking. $3,000 dollars was a lot of money. And three minutes wasn't that long.

The paramedics were just now getting The Flying Dutchman out of the way. "My legs," the wounded wrestler moaned as he lay strapped to the ambulance gurney, "I can't feel my legs..."

Peter's eyes widened. Maybe three minutes was a little too long...

He got another shove from behind by the bimbos. "Go on, bug-boy. Get in there!"

Reluctantly, Peter climbed into the ring.

And then a grinding sound overhead got his attention. He looked up.

Four steel barred walls were swinging down and coming together to form a...

"Cage! Cage! Cage!" the crowd chanted.

Peter's expression turned terrified. "Hey, wait a minute..."

The cage lowered around the ring.

"Will the guards please lock the cage doors at this time?" the ring announcer requested.

The crowd was still chanting.

"Hey! Wait!" Peter called out as heavy steel chains were threaded through the cage corners and secured in place by industrial sized steel padlocks. "I didn't sign up for a cage match! Hey, unlock the thing! Let me out!"

"Hey, Freak Show!" Bone Saw bellowed from behind.

Peter was really starting to hate that sobriquet. He turned around.

"You're goin' nowhere!" Bone Saw continued in a tone that made him sound just like that guy in the beef stick commercials. "I got you for three minutes--three minutes of playtime!"

The ringside bell clanged.

The overhead scoreboard timer started counting backwards from "03:00:00".

Bone Saw charged.

Peter leapt straight up.

Bone Saw hit the cage bars head on.

The crowd booed lustily.

Bone Saw recovered his senses and looked...up? "What are you doing up there?"

"Staying away from you," Peter replied, balanced on a perch near the top of the cage, clinging to the cage walls with just the tips of his fingers. Then it hit him--all he had to do to last three minutes was bounce around the walls and stay out of Bone Saw's reach. And that he knew he could do, especially in a cage that wasn't much bigger than his bedroom. "That's a cute outfit," he taunted. "Did your husband pick it out for you?"

Bone Saw leapt up to snare the elusive spider.

And Peter sprang across the cage, did a half-twisting somersault in the air, and landed on the ring mat in a perfect yoga asana--long, stretched, flexed down low.

Bone Saw charged again.

Peter shot two webs into the top of the cage, then used them to pull upward and twist on them like a gymnast on rings. And again he landed on his feet, ready to pounce again.

And now the crowd was starting to turn. Peter heard cheers for his last move. He began to feel more confident about his chances...

...right before the steel folding chair smashed into his head from behind.

Wow, that was dumb, he thought as crashed to the mat. The worst part was he realized in retrospect that he'd had plenty of forewarning from his spider-sense, but he'd ignored it in favor of responding to the other stimuli around him. Right now, the only stimulus he was responding to was the pain of a second chair shot to the back. Then a third shot threatened to knock him cold, and a fourth one almost made good on the threat.

But just as he thought lying face-down on the mat for a while might be a really good idea, Bone Saw yanked him up off the mat and slammed him back first into the hard steel bars of the cage.

On reflex, Peter tried to reach back for the cage bars, but Bone Saw had ripped him away from the bars once more and thrown him across the ring, where he crashed to the mat. He tried to roll over, but collapsed flat on his back.

One of Bone Saw's bimbos handed him a crowbar. "Finish his spider ass!" the woman demanded.

Bone Saw raised the crowbar over his head and charged over to his prone opponent...

...who suddenly seemed to get a new burst of energy as he nailed him with a karate kick to the solar plexus.

The first kick had been pure reflex, a burst of adrenaline caused by Peter's spider-sense screaming at him to wake up and do something before he got killed. Peter smacked both hands down onto the mat to hold him in place and slammed a second kick into Bone Saw's mid-section. Then a third sent Bone Saw stumbling backward.

Enraged, Bone Saw ran toward him, crowbar high overhead.

Peter caught him in the midsection with both legs, then used his far more steady leverage to propel Bone Saw up into the air, over his head, and crashed him into the steel cage.

Peter flipped to his feet and turned around quickly, prepared to strike again.

Bone Saw tried to get up, then fell to the ring mat, unconscious.

The referee couldn't believe it. He slid into the ring, slapped the mat three times, then signaled for the bell to ring.

And just like that, the NYWL had a new champion.

The cage doors lifted.

The referee raised Peter's right arm high overhead.

And the crowd went nuts.

"Ladies and gentlemen," the ring announcer called, still not sure he believed it himself, "give it up for your new champion...the amazing Spider-Man!"

A roar of approval went up. The crowd started chanting his name. Or, rather, they started chanting, "Spi-der-Man! Spi-der-Man!"

And Peter was basking in the afterglow of the highest high he'd ever felt in his life. He grinned giddily beneath his mask and pumped his fists in the air. This time tomorrow, that car would be his.

That hundred dollar bill was the prettiest thing Peter had ever seen outside of MJ. He'd never seen one up close, although Harry had once pulled one out when they went out for burgers after one evening of particularly strenuous studying. The counter clerk acted like she'd never seen one, either, and for the first time Peter understood how she felt. He waited for the promoter to count the other twenty-nine bills just like it for his $3,000 prize...

The promoter gave Peter a glare that almost seem to ask what are you still doing here? "Go on, get outta here," he snapped in a thick Brooklyn accent.

Peter's expression turned puzzled. "A hundred bucks? The ad said three thousand."

"Well, check it again, web-head," the promoter retorted.

Web-head? Peter thought his days of being called names were going to be behind him after this night.

"The ad says three grand...for three minutes," the promoter continued. "And you pinned him in two. For that, I give you a hundred. And you're lucky to get that, so get outta here."

Peter was shocked. And hurt. And angry. Wrestling was every bit as fake and fixed as he'd always heard it was. And this guy was pure slime, a true thief. He'd stolen Peter's dream. Peter couldn't believe this was happening to him. "I need that money," he protested.

The promoter gave Peter a mock pitying look. "I missed the part where that's my problem."

Bullies came in all shapes and sizes, Peter decided. And he'd forever be their target, no matter what happened to him. Dejectedly, he picked up his $100 "prize" and left the room, briefly bumping shoulders with another guy who'd also probably been ripped off storming into the office.

If he'd stayed, he'd have seen the guy throw a canvas bag at the promoter, hitting him in the face.

"Hey, what the...," the promoter began.

And then all conversation was stopped by a .45 automatic being cocked and pointed right at the center of the promoter's forehead. "Put the money in the bag," the thug with the bleach-blond mohawk and way too many gold chains ordered.

As Peter hit the "up" button for the elevator at the end of the hall, he heard muffled screams behind him. He looked back.

In the shadows on the frosted glass leading to the promoter's office, Peter saw a figure take a swing at someone with a gun in their hand. He heard a "thud".

And then, the door to the office burst open, and the man he'd seen barging his way in was now racing toward him, stuffed canvas bag under his arm, gun brandished in his right hand.

"Stop him!" the promoter shouted, staggering to the door of his office. "He stole the gate!"

A nearby security guard took off after the robber.

The elevator bell dinged.

The door slid open.

And Peter stepped aside.

The robber ran past him and dove into the elevator, frantically pushing the button for the ground floor.

The elevator door started to close.

"Thanks!" the guy said with a grateful smile to Peter as the door slid shut.

The guard reached the door too late to stop it from closing. Angrily, he turned to Peter. "What's the matter with you, huh? You let him get away!"

Peter said nothing.

"Get out to the lobby and call the cops!" the promoter said.

The guard rushed away.

The promoter reached the elevator and stared at Peter incredulously. "You could have taken that guy apart!" he snapped accusingly. "Now he's going to get away with my money!"

Peter just gave him a witheringly cold look. "I missed the part where that's my problem."

The promoter looked disgusted as he stormed away.

Peter smiled a self-congratulatory smile and pressed the button to summon the elevator again. Karma was a funny thing sometimes. Always nice to see somebody else learn that lesson. God only knew that Peter had been on the receiving end of enough bad things in his lifetime to be very happy to see something happen to someone else for once.

As Peter walked the blocks to the central library, he wondered where all the police cars were coming from. They all seemed to be converging on the curb ahead of him, where a crowd was gathering. Peter wondered if Uncle Ben would be able to find a place to pull over and stop in this mess...

...and then a chill went through him. And his tingling spider-sense told him he had to make his way to the front of the crowd fast. He pushed his way through the crowd, muttering his apologies, moving ever forward even as he tried to tell his inner panic that there was nothing wrong, he'd find nothing of interest, nothing except...

"That's my uncle!" he suddenly shouted, throwing off the arms of the policewoman who was encouraging him to stay back. He raced toward the crumpled body of an old, frail man lying on the sidewalk.

Ben Parker's crumpled body, lying unmoving, red stain saturating his abdomen.

"What happened?" Peter demanded to the officer who was attempting to prop Ben's head up with a rolled up jacket.

"Carjacking," the officer replied. "He's been shot. Paramedics are on their way."

Peter clutched his uncle's hand. He could feel a weak pulse, fast and thready, but still there. "Uncle Ben?" he called. "Uncle Ben?"

Ben's eyelids fluttered open. He looked toward Peter and tried to smile. "Peter?" he said in a cracked, strained voice.

Peter could feel the tears running down his cheeks. He'd never been so happy to hear a voice in his whole life. He couldn't believe he'd ever been stupid enough to say those horrible things he'd said to his uncle hours ago and was grateful that they wouldn't be the last things he'd ever say to him. He held his uncle's hand tightly. "I'm here, Uncle Ben."

Uncle Ben looked grateful as well...grateful that the boy he loved as a son had come back to him. He wanted to say so much to him. But all he could manage to get out was a tearful croak of a name. "Peter..."

And then his eyes closed.

And his body went limp.

And not even Peter's strong grip could hold onto his uncle's life as it slipped away.

Peter began to sob bitterly. Oh, God...oh, God, no...oh, God, why?

"They've got the shooter," he heard one of the policeman saying. "He's heading south on Fifth."

And at that moment, Peter's grief turned to rage and fury stronger than anything he'd ever felt in his life. No, they won't get the shooter, he vowed. I will.

He got to his feet and walked away.

By the time he had reached the corner, the walk turned into a run.

A turn into a nearby cross alley, and the run turned into an out-and-out sprint.

Peter threw off his jacket, pulled on his gloves, and pulled the balaclava over his face as he raced along at breakneck speeds. He was going to get the bastard who did this if it was the last thing he did, and nobody was going to stop him.

As the alley dead-ended, Peter leapt a full story upward and began scaling the wall.

He kept climbing as buildings merged into one another, ever moving to the highest heights he could reach. It was by far his most ambitious climb to date, but all he could think of was getting high enough to see where the car chase was headed.

End of the line for the tall walls. He raced along rooftops, leaping each alley, finally reaching a gap where he could leap no more.

But he leapt anyway.

And as he did, he snared an adjacent flagpole sticking out of the side of a building with his hands and swung around it like a gymnast on the high bar. Then he let it go and let himself fly.

The spire of a church caught his eye. He reached for it hands first, stopping his momentum as his fingers locked onto it, allowing him to land in a spider-like crouch atop the ball point on the spire.

That's when he saw the chase dead ahead of him. But even as he looked across, he knew there was no way to follow it on rooftops. The gap between him and the nearest building was far too wide. And the cars were racing down some of the widest streets in Manhattan at speeds that had to be pushing 60. He'd never keep up on foot. He had no choice. He'd have to try using weblines to propel him along.

He shot a line out of his right wrist and snared the overhang of the building across the way.

Peter balanced himself carefully as he stood up. It had to be 10 stories to the street below, if not more. No room to miss. And he was at a really bad angle to Fifth Avenue--the church spire he was on was set back from the street, and the line he'd shot was off to the right of parallel. He'd have to somehow find a way to offset the arc of the swing carrying him away from his destination before he crashed into the wall.

But he had no choice.

And so he stepped off.

A split second of freefall, then the elasticity of the webbing began to pull him along...too fast. The wall was coming up far faster than he'd anticipated. He was going to crash unless he could snare a line to take him another direction...

...which he did by shooting a web from his left wrist onto an apartment building across the street.

The web jerked his left arm. He released the right web and let the left one pull him away.

Now he was around the corner of the right-hand building, swinging over traffic, arcing back too close to the left. Desperately, he flung his right arm outward and shot blindly.

The web hit something to his right. He let go of the left.

He managed to keep this up for about a block but knew he was completely out of control, swinging wildly from one side of the street to the other, flailing through the air after releasing a line too soon or too late. Forget keeping up with the chase--he just knew he was going to splat against a building or miss a web shot and that would be it. How in the Hell did spiders do this?

They just do, something in his mind told him. They don't think about it, they just do it. Stop thinking about it and just do it. Think about something else. Think about that car. Think about catching up to that car. Think about catching up to that car and ripping the head off the bastard who did this to Uncle Ben just so he could steal that car. But don't think about web slinging. Just do that.

Peter's next hit was much cleaner. And suddenly, he wasn't nearly as out of control. He focused on following the car around the corner, letting his body steer the swing.

And before he knew it, he was just three car lengths behind.

Then two.

Then one.

But the arc was too low. The last arc had just barely cleared a police car's light bar. Peter was going to crash into the rear window of one of those police cars...unless he could shorten the arc...like maybe using the next overhead traffic signal to cut the line shorter and create a different pivot point?

And as he thought it, his body contorted itself to catch the line on the overhanging light pole.

The arc shortened dramatically. Peter felt himself reach the top of the arc and let go.

A second later, he landed on the roof of the Oldsmobile. His left hand went down to stop his momentum. His right hand curled into a fist and punched through the roof of the car as if it were made of tissue paper.

He heard the driver cry out, and felt him trying to bite Peter's fingers as he reached inside to rip the bastard's head off. He reached in further.

Shots rang out. It took a second for Peter to register that the guy was shooting upward at the roof of the car. He drew back slightly, trying to figure out a way to get a better angle and stay away from the bullets.

A Carlsbad Beer truck was to his left. He let go of the thug's face and sprang onto it.

Now he was riding side-by-side with the car, balanced like a surfer on the truck's cargo area. He kept his eyes focused on the car, looking for the right moment to spring and the right place to spring to...

...when his spider-sense suddenly told him to spring now.

Peter looked up to see the overhang of the boulevard above closing on him fast.

At the last second, he sprang into the air, propelling himself forward even as he soared over the street, and landed back on the truck. Another spring and a half-twisting somersault in the air, and he was now on the Oldsmobile's hood. Again, he put his right fist through the car--this time, through the windshield--and grabbed for the driver's face.

The car skidded out of control.

Peter's spider-sense again registered extreme danger coming up fast. He looked behind him.

The wrought iron gates of an old abandoned warehouse loomed ahead.

Peter sprang as high as he could.

The car crashed headlong into the gates.

The thug who'd stolen Ben Parker's car counted himself lucky to still be alive after that whatever-it-was had tried to take his head off. But he still had a long way to go to get to a clean getaway. He staggered out of the car and pushed his way into the warehouse, desperate to escape the policemen who'd followed him the whole way from the central library.

In the darkness of the warehouse, he discarded the empty clip to his automatic and slapped a fresh one in, then cocked it and held it ready to fire. He could hear the sirens stop and knew it was just a matter of time before the police closed in on him.

Little did he realize someone else had already closed in on him.

The warehouse was empty, dank, cold, wet, and dark. Only the occasional sweep of police searchlights penetrated the darkness. It was in this atmosphere that Peter was going to gain his toughest lesson yet on trusting those weirdly accelerated nerve impulses he'd gained from the mutant spider. It was the power he understood least, yet right now it was the only sense he was sure he could trust as he silently crept along ragged beams and narrow pipes overhead, trailing the fugitive who'd stolen the life of his uncle.

A sweep of the police searchlights illuminated his prey for a brief second. Peter followed him as the man scurried into the darkness like a cockroach.

On the ground, the thug could hear the vaguest sounds of someone in the catwalks above him. "Who's there?" he shouted.

Another sweep of the searchlights, and now he could see a shadow above him. He fired at it.

The shadowy figure dove away.

The thug looked around frantically. Who was that?

If he could have seen the figure in the darkness behind him hanging upside down on a rope-like line of webbing, he might have rephrased his question as what was that?

But before he could even have a chance to see it, the human spider slipped back up his web line and out of sight.

The thug spotted an exit and ran for it, slamming his shoulder into it.

The padlocked doors wouldn't give way. He started to ram himself into it again...

...when two hands grabbed him from behind and did it for him.

Peter smashed the man's head into the glass windows in one door. The crashing sound was so satisfying, he smashed him into the other door for good measure. Then he flung him backwards into the empty space of the warehouse.

The thug drew his knife and slashed it at his attacker.

Peter leapt into the air, then kicked the knife away and backflipped himself onto his feet again.

The thug was so stunned at the move that he didn't have time to react.

Peter did, though, leaping into the air, grabbing a sprinkler overhead, and delivering another rapid fire kick to the man's jaw.

The thug stumbled away.

Peter was now on his feet and charging for the man. He whipped his balaclava off, and pure rage was in his expression. He wanted the bastard to see his face, to remember it for the rest of his life--if Peter let him live that long.

The man looked terrified. "Please--give me a chance," he begged.

Peter couldn't believe the sheer audacity of the request. "What about my uncle?" he demanded. "Did you give him a chance?" He grabbed the thug by the shirt in the center of his chest and hoisted him into the air. "Did you?"

At that moment, the searchlights illuminated the man's face.

And Peter would remember that face for the rest of his life.

The door to the office burst open, and the man he'd seen barging his way in was now racing toward him, stuffed canvas bag under his arm, gun brandished in his right hand.

"Stop him!" the promoter shouted, staggering to the door of his office. "He stole the gate!"

Peter could see the wildness in the man's eyes as he raced toward him.

The elevator bell dinged.

The door slid open.

Peter could see the menace in the man's eyes as he stepped up to him.

The robber ran past him and dove into the elevator, frantically pushing the button for the ground floor.

The elevator door started to close.

"Thanks!" the guy said with a grateful smile to Peter as the door slid shut.

Peter could see Uncle Ben's pained face as he died on the sidewalk.

Peter lowered the man down to the ground again...the man he'd let get away because he'd missed the part where it was his problem...the man he was glad had gotten away because, you know, karma was a funny thing sometimes...the man who'd killed his uncle in cold blood as the real thanks for the break he'd gotten from Peter...

No. It was Peter who'd killed his uncle. He hadn't fired the shot, but he hadn't stopped the man who had. It was just as bad. In many ways, it was worse. The law had a name for what Peter had done: Aiding and abetting. It made him an accomplice, as guilty of the murder as the man before him. Peter suddenly had no more interest in killing the man who'd killed his uncle. Because it would make him no better. It would only confirm his status as a murderer.

At that moment, all Peter Parker wanted was to die.

Apparently the thug was willing to grant him his wish. He pointed his .45 right at the center of Peter's forehead and giggled maniacally. "See ya," he said, curling his finger around the trigger finger.

And at that moment, the human spider's survival instincts kicked in.

Peter's left hand backhanded the gun away from his forehead. Then, as he'd done with Flash Thompson, he grabbed the man's gun hand and twisted his wrist away from him.

This time, he heard the satisfying crack of bones.

The man screamed and backed away from the pure, insane rage in Peter's eyes.

And tripped over an outcropping of water pipes.

And crashed through the window behind him.

And fell three stories to his death.

And Peter let him fall.

And for a brief moment, he felt better.

Then reality set in. Because the death of his uncle's killer didn't bring his uncle back to life. Nor did it absolve Peter of the guilt of his inadvertent accessory role.

Nor did it make the police go away. The harbor patrol boat was now illuminating the spot where Peter was standing. Peter threw his hands over his face to shield his eyes from the bright beam...and to conceal his identity.

"Hold it right there!" the voice over the boat's speakers demanded. "You're completely surrounded--come out with your hands up!"

Peter already knew he was surrounded. He could hear the police coming. He could see the flashlights coming. He had to get away. He looked up at the ceiling, his only option for escape...

The police were stunned. The spotlight had only swept away for a second, to avoid blinding the officers as they came up to that floor. But by the time the police got to the broken window, the man who'd been standing there was long gone. Where could he have possibly gotten to? The only way to go was either down where the body of what other officers had identified as the shooter was now lying, dead from a broken neck...or up into the rafters...

...which was where Peter had gone.

And after he'd gotten out easily, he'd kept climbing.

And kept climbing.

And kept climbing ever higher, trying to escape the horror of what he'd done.

And when he could finally climb no higher, he sat down to rest on the head of a huge concrete eagle, high atop the Chrysler Building, overlooking a fabulous view of The Big Apple.

But Peter wasn't interested in the view. He saw nothing. He heard nothing. He felt nothing...except the deep, all-consuming grief now filling his soul.

He drew his knees to his chest and held himself in a tight ball of pain as he sobbed uncontrollably.

It was hours before Peter finally descended from the skyscraper. He made his way back to the dark alley where he'd abandoned his jacket and first started the chase, retrieved the belongings he'd tossed aside, and made the long trek home to Queens. Too tired for even rudimentary web-slinging, he'd climbed onto the train--God, he found himself repeating over and over again, why didn't I insist on taking the train?--and ridden it back to the stop just a few blocks from his house. An exhausting walk down several ungodly long blocks later, he arrived at the darkened house and weakly staggered inside.

Aunt May practically fell over herself in gratitude to see him.

As if Peter weren't already kicking himself over what happened, now he felt even worse; it hadn't even occurred to him that she had no idea what had happened to him over these past few hours. For all she knew, he was dead, too, perhaps wounded in the robbery and wandering the streets of New York waiting to die. He told her he was fine, he knew what had happened, he'd held Uncle Ben's hand as he died...and then had just wandered off in grief.

Aunt May bought the explanation hook, line, and sinker, and fell into her nephew's arms, sobbing with every ounce of her being, completely grief-stricken.

And at that moment, Peter knew there was no way he could ever tell her the truth. He would have to live with his guilt in silence for the rest of his life.

He held her close and joined in her tears of grief and loss.