Hello everybody and welcome to a new story!

Now, as all my friends know, Spider-Man is my favourite superhero of ALL TIME! I've loved the series ever since I was a child and now that I have FanFiction, I decided that I would write my own take on the classic story.

Anyway, let's get on with the story, hope you all enjoy!

P.S If you are reading this chapter after the *REDO* announcement, then read up on Peter's appearance, and when he visits the Iron Man room. The bite is also different so read up until the end after that point. Thanks.

Tony was still half asleep.

Steve was wide awake and sweaty from his jog.

Natasha… looked neutral.

Clint had his face stuffed with food.

Carol was just bored.

Jessica was sipping some coffee.

Well this was going to be a good meeting.

Turning to his wife, Hank let out a small sigh before turning back to the team.

"So I've gathered you all here-"

"At 8 AM." Tony shot at his fellow scientist, earning him some annoyed looks. "What?"

"Don't you have some students to meet in a few hours?" Natasha smirked while she spoke.

"No, Pepper has to meet some students in a few hours which means that she had to leave earlier this morning." Tony sulked.

"Oh no, how sad." Clint remarked, finishing his meals.

"OK!" Hank said, getting their attention once more. "So, Janet and I were doing some digging last night."

"Just before we start, you guys remember the Secret War right?" The red haired woman bought up. This earned a few confused faces.

"The Secret Wars was years ago, when we were just starting out." Tony pointed out, suddenly interested in the conversation.

"Well, me and Hank were going through some files and stuff, you know for clean-up. So, after a while, we come across some files that linked to the research of a Doctor Richard Parker and his team."

"They had begun research on spiders for the company OSCORP, to see if they could make tethers made of the spiders' webs and their use in medicine, and such. However, a few weeks after we came back from Battleworld, Mr Parker found himself a symbiote."

This revelation had the team on their ends. For newer members like Carol and Jessica, they just looked at each other. They had heard about the Secret Wars: the Beyonder had decided that he wanted to play God and took a large array of super heroes and villains to fight. To be honest, they were lucky to have avoided it. Glancing back at their team-mates shocked expression, Spider-Woman spoke up.

"Symbiote?"

"The symbiote was a black, goop-like organism that we encountered on the Battleworld. It consumed anything it touched and turned them into vicious creatures, only really stoppable by fire or loud noise. Like I said, we encountered it in the Battleworld but…" Steve remembered, digging deep into his memory. Although, he didn't have to dig deep: the image of the symbiote grabbing a-hold of his friends and turning them into grotesque, mindless beings of destruction.

"We destroyed it." Barton said quietly, pushing his plate to the side. Looking back towards Hank and Janet, the team silently egged them to continue.

"There wasn't much to go on, but Mr. Parker wasn't changed. He captured the symbiote and in his findings, said that it was quite weak and lifeless, but as he approached, it got more aggravated and excited. And then, like any scientist, he wanted to run some tests on it." Hank started, looking at his fellow scientist for conformation.

"Yep, and so he did just that. He put the symbiote in a room, on its own and saw that it displayed very little emotion or movement but when he put a spider into the room…" Janet said, pointing to the screen behind them.

On the large screen was the image of a spider. However, it was an oily black and had white streaks running throughout its body along with its legs and fangs being very sharp with extra small spikes on them. It also appeared quite small.

"The symbiote stuck itself onto the spider and began to feed off it, bonding with the animal. Apparently, the symbiote had come back with one of us but we had let it escape. Considering what it was, no one really went towards it so it was hungry, and the spider was its first chance to get a meal." Janet finished, shuddering slightly at the sight behind her.

"And?" Natasha asked.

"Nothing. That was it really. Mr Parker, who had been leading the expedition, was killed in a car accident along with his wife, Mary, about a month later, leaving their kid with his aunt and uncle. We have some results but we don't know what it really means." Hank answered sadly, handing some documents over to Tony.

"What does it read, Man of Iron?" Thor asked, peaking over Tony's shoulder to look at the charts.

"Don't know big guy, but we'll find out."

"One last thing though." Janet spoke. "We do have the last location that they tested the spider before it went off the radar." Placing a piece of paper on the table, the team saw a list of co-ordinates just out of New York.

"Hey Jess," Carol rose her voice, "Let's go investigate the co-ordinates, see if they left anything behind." The blonde Avenger turned to her black haired friend.

"Yea… Okay!" Jessica responded, picking up the paper and slipping her mask on. When she looked up, she saw the rest of the team looking at them. "What?"

"You sure you're ready? You've never faced a symbiote before? What if it's still alive down there?" Steve asked, concerned for his team members.

"Do not worry, Stevey-Boy! We'll be fine and we'll call something in if it not fine, okay?" Carol responded, walking over to the helipad. "Okay. Seeya!" She called back with a smile before her and Jess leapt off the huge skyscraper, descending to the ground below.

As they left, the rest of the team gazed over each other. After a while, Clint stood up.

"Well, I'm going to go do some training. You coming Nat?" He asked, pushing his finished plate into the sink as he walked past the kitchen.

"Want me to come and kick your ass again Barton? Okay then." The red haired assassin called back, walking forward with a swing in her step, happy to relieve some pent up stress… by beating up her best friend.

"Hank, you should come with me and we'll try and figure out what these charts mean. If there is any chance that the symbiote is out there, we have to take it and find it." Tony spoke, his joker-ish tendencies leaving his voice.

"Yeah, okay." He gave Janet a kiss on the cheek before taking off with Tony to his lab. Looking back, she saw Steve and Thor start walking to the changing room.

"Come on, Little Wasp, we shall protect the city while the Men of Iron and Ants trade theories." Thor shouted to her, his voice bellowing throughout the corridor. Sighing, a small smile pulled at the short girl's lips as she followed after them.

Peter sighed.

Today was going to be a day like all the other. Pulling himself out of bed, the teen felt his feet hit the cold, wooden floor and felt himself shivering at the contrast from his warm skin. Standing up, Peter took a look around his small room: the monitor of his computer was still on, stuck on the website for Google, while his bag and the things inside it lay scattered across the ground. Turning back to his wardrobe, Peter took a look at the large array of clothing choices.

A hoodie and some jeans.

A hoodie and some jeans.

A hoodie and some jeans.

A hoodie and some jeans.

A hoodie an-

Finally, he decided to pull out a black hooded leather jacket and underneath that he threw on a red hoodie with no zipper. Then he simply threw on some black combat pants that he had gotten as a go-away present from his Aunt; she thought that is what the kids of today liked. Smiling slightly, Peter remembered that she had gotten him his jacket as well and he wore them every day to commemorate her memory. Finally, he put on some simple red converse. Standing back, he examined himself in the mirror: his short-to-mid brown hair stuck up in odd places and his hazel eyes held boredom in them.

Yep, he looked just out of the ordinary, with his strange army-like look on a wimpy teenagers body, but normal enough that he would be lost into the crowd.

Looking over at his desk, he saw his certificates for his work in the sciences. Peter always excelled at science, chemistry in particular, which is why he chose to continue doing it at college along with photography and robotics, so Dr Richards work always stood out to him as well as the robotics work of Tony Stark.

Sighing again, Peter took off to his bag, picking it up and dropping it on his bed. Today, he was going on a trip to STARK Labs with a selected few of his classmates, 30 to be exact. The rest of his class was ecstatic… he was kind of excited. Packing away his essentials into the depths of his bag, Peter checked the time on his phone before slipping the device into his pocket and walking out of the door.

Stumbling out of his dorm, Peter was almost immediately tackled to the ground by another student, who was running away from the resident bully of his block, Flash Thompson. Fortunately, Peter hadn't ever got on his bad side, so he just kind of left him alone. Slowly pulling up his hood and putting in his headphones, he walked past Flash and make his way down the stairs.

For the next hour, Peter didn't really pay attention as his teacher called out names or places or numbers or figures or whatever. He vaguely remembers boarding the coach and getting a solo seat near the back but that was about it.

Now, he was staring out the window, waiting for the damned bus to get to OSCORP.

Glancing around him, he noticed that everyone was doing their own thing. Across from him, Flash and his lackeys along with his girlfriend Gwen Stacey and her friend Mary-Jane were chatting and making fun of people. Fortunately, he wasn't one of them. The kid in front of him got a water bottle chucked at him, however.

"Hey Peter." Great, now it was his turn.

Looking over, he saw that it was Mary-Jane calling him. The two of them had known each other since high school, much like Flash and his group, and had formed a mutual friendship.

"Yea, what?" He called back, annoyed. That got a bit of a condescending look from the red-head. Many would call her gorgeous but she didn't really do anything for Peter: sure she had a near perfect hour-glass figure but for a part-time model what would you expect? In-fact, Peter could only really remember her taking one subject, and that was modelling.

"Um, I'm meant to write an article on this whole OSCORP trip but I don't really understand any of the science-y stuff." She said, fluttering her eyes and putting slightly. Peter had seen her do this to countless guys to try and get something out of them.

"Sorry Princess, just ask Gwen, she knows." Peter responded, blowing the girl off. He knew that the blonde haired girl knew the science behind this, she over-ruled him in every field of science.

"But she's… Busy." Mary-Jane pointed out. Turning around, Peter could only sigh at the sight: Flash was busy making out with Gwen while his friends cheered. Leaning back in his seat, Peter glanced at her before responding.

"I'll tell you on the way back, we still need to see the bloody things first." He didn't wait to hear a response, instead, he just plugged his headphones back in and stayed like that for the rest of the day.

Yep. What an exciting morning.

Landing down on the abandoned dirt field, Ms. Marvel and Spider Woman looked out at the area, all but empty. However, there was one building standing tall in the centre. It was a three story concrete mass about the size of 5 houses stood next to each other. The windows were all cracked and shattered but the ones that remained were one way glass. The stone itself was cracked and destroyed.

Everything about it looked like it had been through Hell.

Feeling brave, Jessica stormed forwards, climbing through a broken window. Taking a look around the destroyed facility, she let out a small whistle.

"This place don't look half bad." She called out to Carol, who was just coming through the window herself. When the blonde Avenger finally made it in, she made a small noise of disappointment. The inside was just as bad as the outside: tables were flipped or broken, old and tiny monitors were smashed with glass littering the floor and tiny scraps of undecomposed paper lay around the place. The floor was also cracked.

"Really Jess?"

"Yeah, I think I might want to take my kids here someday." Once again, a small sigh escaped Carol's throat.

"Come on, you can fantasise about having children later."

For the next few hours, the girls searched the place top to bottom for any trace of the symbiote and basically came back with nothing. They had checked the last standing bookshelves, the walls, the desks, everywhere.

"Guess there was nothing here." Carol finally called out, overturning one of the tables in the last room on the 1st floor. After a few moments, she didn't get a response. "Jess?" Walking out of her room and down the hall, she saw Jessica glancing down at the floor. "What 'ya looking at?"

"See this faded trail?" The spider themed girl asked, pointing to a thin black trail that lead all over the room that was almost near impossible to see. "Steve said that the symbiote was a black goop. The substance that the symbiote gave off must have stained the floor. And it leads… there." She finished, pointing to a section of the wall that looked off.

Both Avengers gave each other a look before walking over to the wall. Placing her hand on the wall, Jessica sent a weak bioelectric blast throughout the wall. After a few seconds, the pulse came back.

"It's hollow, and there's something electronic on the other side: I heard it reactivate." She said, stepping away from the wall. When she was far enough away, Carol leaned back her fist and coked the hard flesh into the concrete, smashing it instantly. Broken fragments collapsed, revealing a stairwell filled with reactivated monitors and with the walls lined in metal.

Glancing at each other, they took their time making their way down the stairs. When they finally reached the bottom, they were greeted by a simple metal room. It looked like solitary confinement, but all lit up and fancy. On the opposite side of the room, there was a control room with plenty of strange gizmos and gadgets inside behind what looked like bullet proof glass… That too was broken.

Focusing their attention on the large centre room, they noted that the circular room was absolutely covered in that black substance that lead them down here. Deciding to follow different trails, they eventually ended up at the same spot: a small hollowed out area at the bottom of the back wall. The tiny bit of broken wall look like it had been scratched or bitten out, leaving an indent.

And the spider was sitting inside it.

It was just like the picture but it was still, not moving. It was dead. Leaning down, Jessica slowly pulled the corpse out before webbing it in a small net and picking it up.

"Well, we found something at least." Carol remarked.

"Yea, now let's get out of here, this place is creeping me out." Jessica commented.

"What don't wanna take your kids here anymore?"

"Shut up."

Stepping off the coach, Peter stared with a slight smirk at the massive skyscraper in front of him. STARK Labs lay inside, along with the home of the Avengers. He had to admit, Stark sure knew how to make things look nice.

Looking back at his class, the Parker boy noted that he was the last one out. Once again, the roll-call came and went, but Peter, just said his name and carried on with his… nothing. After a while though, his group started to move inside of the building.

He was at the back, behind Flash and his gang. On the way here, Mary Jane had tried to pester him several times about her article and he had been hit in the head by a stray piece of paper but the trip wasn't that eventful.

Shaking those thoughts out of his head, he tried to block out the sound of girly giggling with his hood. When they walked in, the group was met by a pretty red-haired lady. She was wearing a simple white blouse and black pencil skirt and heels.

"Hello every-one, my name's Pepper Potts-Stark and I will be your guide for today." He heard a few wolf-whistles and some shushes. Pretty average reaction to be honest. "So on this tour, we will be showing you around the main Labs area as well as the biology department and the-"Peter kind of subconsciously tuned her out as they embarked onto the elevator.

However he was spooked when the elevator started speaking…

Landing back on the helipad, the girls made their way inside, with Jess placing the spider on the table by the T.V.

"Hey J.A.R.V.I.S?" Carol called out.

"Yes Ms. Danvers?" The robotic voice called out to her.

"Can you tell Tony that we're back with a present?" She asked, taking off her mask along with Jessica.

"And what kind of gift is it Ms. Danvers?" JARVIS replied.

"He'll have to wait and see." Jessica responded, teasing in her tone.

"Very well, Ms. Drew. I'll get Mr. Stark now. Mr. Rogers, Mrs. Pym and Thor are out on patrol at the moment and the students here for their trip have arrived." The robot butler advised them before disappearing.

"The kids are here, huh?" Carol asked, quirking an eye-brow at her friend.

"What-ever, let's just go find Tony in his nerd lab." Jessica said as she and Carol made their way towards the doors.

When the doors closed, a small shuffling sound could be heard on the table.

Then it was a small ripping sound.

The cocoon of web slowly fell apart as a single thin limb struck out of the web and cut the spider free. The now-alive animal, re-arranged itself, before glancing around its area. After a few moments, it almost mechanically walked over to the helipad and started to climb down the glass.

It had an objective.

"-And here we have the pride of STARK Labs, the Iron Man armours." Pepper sounded to the group.

Looking up from his spot at the back, Peter's mouth fell open in awe at the suits: about 10 of them lined the wall in total. Gold and crimson lined the metal and the iconic look just made them feel so powerful. The glowing blue at the core burned lightly, emitting a small blue hue around the suits.

"Wow!"

"Cool!"

"This is so awesome!"

These were the responses of his classmates and to their credit, he could agree with them. This was awesome.

Above the sounds of Flash parading how he could fly one of the suits to Gwen, Peter could some-how hear a small pitter-patter sound above him. Glancing up, Peter pulled down his hood but couldn't see anything against the black skyline. Looking around, he noticed that the window was slightly agar.

'Maybe it was just the wind.' The teen thought, turning back to the suits. Pepper was talking about how Tony had made each suit and their specifications but Peter couldn't shake that something was watching him and it made him feel really uncomfortable. Pushing his hands into his pockets, he tried to focus on what Pepper was saying but that feeling wasn't going away.

Then, he heard the small sound of string snapping.

Then it was the soft foot-steps on his hair.

Then it was the sharp feeling on the top of his head as something moved.

Then it was a quick, but painful shot to the back of his neck.

"Arh!" He let out, pulling his hands to the back of his neck. He felt something move away from the pressure point but he just put his hand there anyway. It felt wet. Blood. Pulling his hand back, he look at the respectable amount of blood. Deciding to see what it was for himself, he pushed the bloody finger under his nose before putting his hand up.

"Yes Peter?" His teacher called out.

"U-Um, I'm having a nose-bleed, can I go to the toilet?" He asked in a shaky voice.

"Last room down the corridor, don't go wandering." His teacher called out, but Peter was already out of the room.

Slightly jogging to the toilet, he felt the thing on his neck move again but he was too preoccupied with trying to get to the sinks that he didn't care.

However, he did care when he felt something rip the skin apart.

"ARH!" He shouted this time, falling to the floor in pain as he felt something enter though the pain in his neck. Pulling his hand to his neck again, he felt the last figments of a sharp spine before it entered fully into his skin. Breathing heavily, Peter tried to reach into the hole to fish the creature out but it hurt too much. He could feel it moving up his skin, he could feel it MOVING!

Picking himself up, he set off in a sprint.

However, when he got closer to the bathroom, something in his mind changed. Pausing, he looked to the side opposite to the toilets and saw the stairwell. Walking up to the window by it, he estimate that he was probably on the 60th floor. Deciding that he could run that, he set off sprinting down the stairwell. He ran and ran, nearly tripped over a few times, but he didn't stop. He could still feel something moving and he knew that he needed to move into the bathroom but his mind wouldn't let him.

Touching down at the final floor, he sprinted outside with security calling after him as he legged it out of the large building and down the packed streets of New York. He bumped into people, he knocked people over while he ran, the whole time just yelling sorry until he found the first alleyway that wasn't occupied by drug dealers or something.

Racing into it, he leaned up against a brick wall that hid him from the public. With a heavy breath and a heavier heart, he pushed his fingers to his neck and sighed at the vast amount of blood that pooled onto his fingers. Digging the digits into his neck, he howled in pain but kept on pushing but nothing happened.

Pulling his phone out of his pocket, he took a picture of his wound as he decided that he needed to see the damage. Turning around, he moved to look at the wound. It was a relatively big hole in his neck, explaining the amount of blood loss, and it was all red and cut around the edges.

The feeling of movement was still there and inside, Peter Parker was screaming.

But then it stopped.

The movement stopped.

Doing some quick science, Peter judged that the creature had made it to his veins and arteries, meaning that it had gotten to his blood stream. It had either died trying to get in…

Or it had been dissolved into his blood stream.

A quick sharp shot of pain surged through Peter's body and actually made him cry out in pain, with his body semi-collapsing. Looking at his camera screen, he could see his eyes visibly darken slightly and he felt the blood stop.

And suddenly it was all too much

He let out a scream as he felt something engulf his heart, breaking it down and remoulding it into something new. He felt the same thing happen with his lungs, his bladder, his kidneys, his liver, his brain, his eyes, his mouth, everything! Even his skin felt unnatural and soon, he felt something explode from his spine. It felt cool and calming against his skin. Peter could feel it spreading, absorbing his jacket and his hoodie and his pants and his trainers before it finally met his skin and it cooled him down and made him relax. He felt it meet his hair and move over to his forehead before finally reaching his eyes and entering into his mouth.

Then he felt the whole world stop.

"So, I wonder what this present is." Tony said sarcastically as he walked to the living room with Hank, Jess and Carol.

"Oh, you're going to love it. So are you Hank." Jessica said with a small spring in her step.

"I might… If Tony actually shares." This earned a chuckle from the group.

"Sir, we have a problem." JARVIS spoke up, breaking up the groups talk.

"What is it JARVIS?" Tony asked, wondering what was going wrong this time.

"Some kind of creature has been sighted outside of the building. And it appears to have the same genetic and physical similarities as the symbiotic material that you retrieved on Battleworld."

JARVIS called to the group, displaying several screen of a creature standing outside of the STARK Building. It was lean and tall, with JARVIS measuring its height at about 6'2, but it also had clear muscle that wasn't too harsh. Around its neck was a hood and its feet were clearly in some form of trainer, with his hands ending in some sort of short, sharp claw. But its most familiar traits to the symbiote were its long, sharp teeth and its wide jagged eyes that gave it a menacing look. Paired with its long pink tongue, it was a picture perfect scenario of a symbiotic take over.

However, there were differences. Such as how its head seemed to resemble some form of short, gelled hair and how its body wasn't entirely black but it was different shades of blacks and greys that covered the majority of its body and it had different shades of red convulsing through its body in sporadic ways.

"Jesus…" Was all Hank could say as he looked at the creature. Tony looked at the creature sharp, piercing eyes. The girls had ran over to where they had left the spider. Reaching it, all they found was a web cocoon with a cut straight down the centre.

"It escaped…" Jess panted out, shocked.

"B-But it was dead…" Carol said, just as shocked.

"What escaped?" Tony said, his voice harsh and cold.

"T-The present! We found the dead symbiote but it had held onto its host; a spider. We webbed it up and took it here." Jess said, worried at Tony's cold tone. The Iron Avenger was quiet for a few seconds.

"Call Cap's team. Tell them to get here quick. Hank, you get those kids who are here out so they don't get hurt and close off the streets." Pym nodded and sprinted off to the elevator. Tony turned to the two super heroines. "Time to kill an alien."

Hey! Thanks for reading! If you want to know more about what the symbiote looks like, thinking of [PROTOTYPE] and its colour scheme for the infected parts of Mercer and Hellers bodies; the blacks and greys mixed with the reds and oranges are exactly like that but all over the symbiote. But we'll go into detail next chapter. So.. seeya!

-Jack