Metamorphosis

Quick Author's Note, Peter's name in this story fallows the Naming Rule in RWBY, the color being Pewter, funny enough is a shade of blue. Just to clarify.

"Talking"

Thinking

'Phone call/radio/electronic sounds'

.:Text Message:.

For anyone curious, this story is taking inspiration from a number of Spider-Man stories from both Marvel and fans alike. Copyrights belong to Roosterteeth and Marvel Respectfully, RWBY was created and owned by Monty Oum (R.I.P.) and Spider-Man and all related Characters are property of Marvel, Stan Lee, Steve Ditko, and the amazing creative teams over Spidey's 55 years under Marvel Comics.

The first thought Peter thought when he woke up was to go back to sleep for another hour. However when he felt someone shake him awake, he merely pulled the covers up over his head, "Nooooo, go away. I want to sleep." Peter groaned out tiredly before the covers were pulled down off his head, much to the fifteen year old's dismay.

"Come on Pete time to get up. You don't want to be late for school." A voice said before the blinds to his widow was pulled up, shining light onto his face. Peter rolled over in bed away from the light as he woke up begrudgingly. Looking over to the window he grimaced, "Aw don't give me that look, you told me to waked you up early." His uncle said with a knowing smile.

"Then never listen to me again." He said as he rubbed the sand out of his eyes before reaching over to the nightstand beside his bed, picking up his glasses and putting them on he got a better look at his Uncle. His Uncle Ben wasn't old, at least that's what he told anyone who asked, the grey hair on the sides and the small amount of wrinkles however didn't make the claim that convincing. Ben Parker was a middle-aged man, He had chestnut brown hair that was greying on the sides, his hair was neatly combed back showing his forehead along with the glasses he wore over his blue eyes.

Walking past the bed to the door, he patted Peter's foot under the sheets, "Come on, Field trip today remember?" he asked, at that Peter sprung upright, making Ben smile as his nephew scramble out of bed and get dressed. Closing the door behind him, Ben walked through the hallway of the upstairs and then down the staircase before turning into the kitchen where his wife was busy with breakfast, the man whiffed the air and let out a hum, "Mmmmm, bacon?"

"For Peter, not you." May stated, making her husband frown as he looked over her shoulder and saw that his breakfast was oatmeal. "Before you start, there's sugar in the oats." She said with a smile as she grabbed the plate and turned to her husband, pecking him on the cheek before walking over to the table. May Parker had been married to Ben for little over twenty years now, she had brown hair that went down just past her shoulders with it parted down the middle in the front and tied in a ponytail. "He up?" she asked, getting a nod from her husband she smiled, "He's been excited about this field trip for the past month." She said proudly as she set her and Peter's plate down.

As the plate was set, Peter Parker walked down the stairs and rounded into the kitchen. The fifteen-year-old teenager wore a pair of brown pants and a button up white tee shirt. Peter had brown hair combed over that was neatly trimmed by his aunt, his glasses were thick rimmed with a strip of tape around the bridge to keep them together, having been broken before on a previous occasion. "Morning Aunt May." He greeted, giving his aunt smile before sitting down and picking up his fork and knife.

As Peter began to eat, Ben looked down at his disagreeable looking oats, "May I'm not eating this." He stated stubbornly, his wife however tilted her head to the side and narrowed her eyes. Ben slightly recoiled as Peter snickered at his Aunt's look. "…. I wanted bacon." He muttered in defeat before beginning to eat his oats, making May smile once again.

"So, Pete, big day today. You excited?" Ben asked, already knowing what Peter's answer would be.

Peter smiled widely, "Yeah I am! I've been waiting to go to the science expo for months, they're exploring innovative ways to produce energy besides dust. Could you imagine living in a world where we didn't need to mine for dust crystals?" he asked before taking a bite of his bacon.

His uncle smirked, "Well if you want me out of a job it sounds nice." He said, causing May to hit his shoulder lightly, Ben worked for the Schnee Dust Company as a foreman at a distribution plant. "It does sound nice though Peter. It'd give people more jobs, make us less dependent-"

"And make whoever discovers it filthy stinking rich." Peter added as he finished eating hi eggs and moved onto the bacon, honestly, he loved he science behind the topic, he loved science in its entirely to be honest, but the cash that came with it wasn't anything to dissuade him.

"Money isn't everything Peter, I'd rather be middle class and happy than rich and lonely." Ben said, making May smile as she finished her food and stood up to discard the rest from her plate, as she turned her back however Ben reached over to Peter's plate and took a strip of Bacon, putting his finger up to his mouth as his nephew chuckled, nearly choking on the food in his mouth. Ben quickly ate the Bacon before standing up, "Well Pete, how about I drop you off?" he asked, Peter nodding as he stood up after Ben.

"I got to work a little late so Peter I won't be home when you get back." Aunt May called out as the two neared the door, "And Benjamin Parker I will keep making that Oatmeal for breakfast until you finish eating it!" She yelled out as the door shut, Ben and Peter rushing to the car in their driveway.

The Forest was a neighborhood on the western side of Patch, it was mainly residential with a few shops and restaurants, nothing exactly fancy but it was the perfect place for families in the Kingdom of Vale. Peter sat down in the passenger's seat while Ben started up the old car, the sedan had been around longer than Peter had, but Ben couldn't trade it in. One because they couldn't afford anything brand new, and two for sentimental value. The car backed out of the driveway and into the street before driving away from the house.

The drive to the train station was a brief five minutes, Patch had a small sized city on the isle with a few districts but with the western part of the island being mainly forest terrain. As they stopped in front of the train station on the side of the road, Ben spoke, "Have fun today Peter." He said with a smile, which Peter returned before looking outside the window and grimacing when he saw who else was boarding the train.

He was about a few inches taller than peter, he had blonde hair that was made up like a movie star with the front pointed forward and upward slightly, he wore a letterman jacket with a green chest and white sleeves with the name Thompson on the back of his jacket. Flash Thompson, Peter's personal tormentor, he was with a number of other students from his school, they were walking around from behind the stairwell leading up to the terminal.

There was Kong, his name was ironic since he was a goat faunus but was built like a gorilla, He had a small pair of horns protruding out of his bald head with a large hefty frame that made Peter look even smaller than he was. He clearly never missed a meal, but he used it as an advantage as a lineman in Griffball. The third player there was Randy Robertson, he was nice enough to Peter, and didn't participate in giving Peter a rough time, he was darker skinned with a bald head as well but he covered his with a green cap.

Kong was flash's right hand in picking on Peter, both of them got a good laugh whenever they pushed him around. There was also their girlfriends, Sally Averill, head cheerleader, was Randy's girl, which Peter found out the hard way after she yelled at him for trying to ask her out. Randy was cool with it though, it was an honest mistake even if Sally thought it was like a hate crime. Sally ha shoulder length blonde hair wand and fair skin.

Kong was walking with his girlfriend Gloria Grant, she was a faunus as well but instead of a goat trait she instead had a cat trail that was dark brown, same color of her short curly hair, she had ebony colored skin and a friendly demeanor, basically the opposite of Sally's.

And then there was Liz Allen, Flash's girlfriend and the girl Peter pined for, she had long dark hair that was curled, she had tanned skin and looks that made every guy in the school notice her. Ben noticed Peter hesitate with a conflicted look on his face, he reached his hand over and patted Peter's shoulder, "Look Pete, keep your chin up ok?" he said encouragingly. Peter sighed before stepping out of the car and walking towards the stairwell that went up to the platform.

Walking up onto the platform as the train pulled into the station, he swiped his metro card on the turnstile and walked towards one of the train car doors. However just as he was about to enter, Flash stepped between him and the door with a large grin on his face, "Wassup Penis Parker?" he asked, causing the teen to frown at the stupid nickname. He had the decency to call him Puny Parker at school where someone could report him, but everything before that was free game.

"Let me on Flash." He said, Flash looked back into the train where the rest of his friends were scattered about.

"Sorry Parker, car's full." He lied, making the teen glare at him, this was a game to Flash, whenever he tried to board the same car as him, he or Kong would block the entrances. Sometimes it would be one of them running up and down the car and stopping him, showing off their speed. But Peter decided not to argue, and instead walked farther up the terminal and boarded a different car, the one that was always filled and forced him to stand and ride.

The doors slid shut behind him as he walked into the metal compartment, making his way through the crowd he saw there were no seats available and was forced to stand. As the train pulled out of the station, he looked outside to see the highway leading into Vale parallel to the train on either side. The teen didn't mind the view, he would have enjoyed it if he wasn't wedged between two guys who smelled funny.

It's just one of those days Parker. Just get through it. He thought to himself before digging into his pocket and pullout out his earbuds, plugging them into his scroll in his pocket, he glanced down and selected a song.

(Play Australia by The Shins)

The train was now riding the rails through the city of Vale, more specifically into Midtown where the school was located. By the time the train slowed to a stop, the school had come into view, the school was built between two buildings that towered on either side of it, the high school itself was about seven stories tall with a Horseshoe shape, the opening pointing out towards the street with the courtyard in the center,

As the train pulled to a stop, Peter disembarked, walking towards the stairs leading down to the ground before being shoved aside by Flash, the others fallowing him as Peter glared at him. He sighed before fallowing them down. Walking down the sidewalk, he looked up at the school sign above the entrance gate, Vale Midtown Magnet High. With a M2 right below the school name, it's unofficial nickname. Peter looked in the courtyard where other students where wandering about, the young man walked around the fountain in the center of the courtyard and entered the school.

His first class was on the third floor, taking the Southern stairwell, he walked past the main office, looking inside he saw Principle Lee talking to Vice Principle Oum. The principle gave him a nod of acknowledgement which Peter returned before continuing towards the stairwell. A pair of students rushed down, making Peter lean against the railing so he wasn't run over, "Midtown's professional wallflower everyone." The young man muttered to himself before continuing up the stairs.

Walking up the flights of stairs he walked through the third floor to his homeroom, room 1610, taking his seat in the fourth tow by the window, he watched as Mr. Bendis sit down at his desk with the newspaper in his hands. Mr. Bendis was the current events teacher at Midtown, his class mostly consisted of debating issues that where currently occurring in the world, Peter wasn't into history but current events was something he was able to keep up on.

As the bell rang, the other students in the room took their seats.

"Ok everyone, settle in." Mr. Bendis said to the students, the instructor pointed to the board in the front of the room as he pressed the remote in his hand. The holographic screen came on, showing the a news page. "Alright the field trip isn't until after lunch, meaning you all still have three more classes so buckle in. Now, what can you all tell me about-" he began, some of the students taking out tablets and computers while a few took out notebooks.

Peter pulled his notebook for the class, adjusting his glasses he opened his notebook to the last page he had. As he idly began to take notes for the class, he felt something small and wet hit the base of his neck. Reaching back out of reflex, he found that he was hit with a spitball. He glanced back to see Kong chuckling to himself. Careful Kong, make sure you remember to blow, I know it's hard to remember but at least try. Peter thought snarky. He continued to take notes, ignore a few more spitballs that hit the back of his shirt and head, it was true what they said about ignoring bullies, if h ignored Kong long enough he would eventually get bored.

What they didn't tell you is that bullies could get creative, a spitball landed in his notes. He turned his head and glared at Kong, who feigned a look of innocence. "Kong," Bendis said, making the faunus look up, "What else could we use as a reliable source of information?" he asked, putting the Grifball player in the spotlight

The lineman was thrown off by the question, "Um….WeVid?" he asked, thinking of the video upload site.

Bendis gave Kong a look, "Not exactly what I was thinking, Peter could you tell us why?" he asked, the young man smile at the chance to get back at Kong.

"A site like that is just videos, it has news on it sure but there's so much on the site that it's hard to tell what a real source is. A certified site would be like a newspaper's website." He answered proudly, making the teacher nod and add it to the board along with newspapers, official documents, and eyewitness accounts.

"Exactly, Kong you could learn a thing or two from Mr. Parker. Like not chewing your notes." He said, making the class, including Peter, chuckle. The bookworm didn't need to look back to know Kong was now scowling at him. When he felt another wad hit the back of his head, but honestly it was totally worth it. The class continued on with Kong's taunting dying down soon after the incident, soon the class came to an end and the students were dismissed.

Peter's next class was art class on the second floor, as Peter exited the room however, he was knocked over by Kong barging past him and causing the contents of his backpack to spill across the floor, "Oops, sorry Puny. Hehehehe." He chuckled as he walked off, leaving Peter to pick up the books, notes, and pencils.

"Well at least I'm not the only one who gets run over." Peter looked up to see a teen about his age, he was skinnier than Peter was which was saying something, he had wild and curly hair that was blonde colored with freckles across his face. He bent down and helped Peter gather his supplies, much to the other teen's gratitude.

"Thanks Clayton." Peter said gratefully before standing up, "You going on the field trip?" he asked as the pair walked through the halls. Clayton wasn't exactly a friend of Peter, he was more like a fellow victim, Herman was picked on because of his size however instead of intelligence like Peter. Not to say he wasn't smart, rumor was that Clayton was already being eyed by a number of colleges both in and out of Vale

"No offense Peter, but that's just asking for trouble, least here at school you know they won't throw acid on your face." Clayton said dejectedly, Peter frowned, Clayton's version of Flash was a big guy who was ironically nicknamed Tiny. While Peter didn't have many nice things to say about Flash, he at least apricated that Flash didn't outright assault him. "See you Peter, and good luck." He said as he continued down the stairwell to the first floor while Peter made his way to class, the young man frowned when he saw Flash standing outside the door to his next class.

Yeah I'm probably going to need it. Peter thought as he gulped.

Peter managed to survive the other classes and made it to lunchtime, the cafeteria for the school was actually on the roof, there was a large glass dome for when winter came in the center of the school roof with the sides being able to seat students outside. Aunt May had time to pack Peter his lunch today, so he managed to avoid the lunch line, walking towards a open seat at a long table, however the girl sitting beside the seat suddenly placed her back in the empty space, 'Sorry, taken." She said without meeting his eye.

Peter backed away a few feet and turned around to a small round table by the door, sitting down at the table, he slung his bag off his shoulder and placed it on the ground beside him before digging in and pulling out a metal lunchbox. Peter smiled, it was a gift from Aunt May and Uncle Ben for when he first started attending High School last fall. On the lid was a picture of an atom with a speech bubble on it, 'I think I lost an electron, but I'm not positive.'

Peter smiled at the stupid joke on the lunchbox, flipping the lid open he dug into the container and pulled out his sandwich, cup of pudding, and a box of juice. As Peter ate his lunch, he looked over to the table where Liz was sitting at. She was sitting between Gloria and Sally, and was laughing at something Sally had said, Peter let out a dreamy sigh, Ok Parker quit staring, it's weird. He said to himself, Besides last thing you need is Flash putting you in a locker.

After finishing his lunch, Peter put his lunchbox back in it's place just as the bell rang, signaling the end of lunch. The loudspeaker turned on a few minutes after the bell finished ringing, 'Attention Students, the bus for the field trip to the Scientific Exposition will be leaving in the next twenty minutes, all students attending please make your way to the bus.' The speakers announced as Peter walked out the front of the school, having walked down the stairs while the announcement came on over speakers.

Walking through the courtyard he boarded the bus and walked to the back where the one seat was shorter than the others. The bus filled up over the next few minutes, thankfully sitting in the back made him less of a target for Flash and Kong, when the twenty minute mark hit the doors closed and the bus began to drive. Peter dug into his bag and pulled out a textbook to study in order to pass time on the trip, within half an hour the bus pulled to a stop outside the Hall of Science building, the Science Expo banners cascading down the front of the building promoting the event.

Filing out of the bus, the students gathered outside the building in a group, the teacher in charge of the field trip was the science teacher Mr. Slott. "Alright everyone, keep together in a group and no one touch anything. Understood?" he asked, receiving muttered responses of agreement from the student body. The group walked up the steps of the building and entered through the doors. A smile grew on Peter's face as he entered the building, there were a number of exhibits to explore, "Now everyone you're free to explore the exhibits in whatever order you want but do not leave the building. Understand? We're here for a whole 2 hours so make the best of it." Mr. Slott said as the students dispersed throughout the main hall.

Peter walked forward with a smile on his face, as he walked through the floor, he paid no attention to the small arachnid crawling across the ceiling. No bigger than a regular spider, the small eight legged creature crawled across the ceiling, not drawing anyone's attention.

Meanwhile, Peter walked through a doorway where a crowed had gathered in front of a demonstration, "-and while unlike dust crystals, radioactive energy is an unlimited source of energy, unlike dust which we need to mine." The presenter in front of the crowed explained as Peter walked up near the front. Behind the present was a massive machine with two orbs attached to two spires. "We're going to show a short demonstration, Radiation will be funneled safely between these two conductors, showing that the energy can be transferred to pure power." The man explained before walking to the base of one of the spires where a computer was located.

The machine hummed to life, suddenly a wave of energy pulsated from one of the orbs to the other, the radiation flowed between the two orbs much to the crowd's astonishment. However what none of the onlookers took notice of, was but the spider on the ceiling above the machine, the tiny spider suspended itself by but a thin thread of silk and lowered itself down, down, down.

The arachnid dropped between the two orbs, the radiation bathing it with energies unbeknown to it morphed it's biology to something foreign and unknown. The spider's web snapped, the creature fell upon the shoulder of Peter, not known to the teenager as his attention was drawn to the demonstration. The sider crawled down his shoulder, down the young man's arm, and onto Peter's hand.

"Wow….so cooOOOWW!" Peter hissed out as he felt a stinging pain on top of his hand, slapping his other hand ontop of his other. Some of the other patrons looked at him strange but dismissed it.

Peter looked at his hand, on the top of his hand was a bite mark with small trickles of blood coming out of the bite. "Aggghhh, what the-" he muttered as he looked into his hand that he slapped his other with, nothing was caught in it but on the ground in front of him was a small spider, the creature dead. "-a spider?" he whispered as he wandered away from the demonstration, rubbing his hand as he left the room and joined the rest of the class.

The rest of the day, Peter felt odd.

On the bus ride back to school he had a headache, however he wrote it off to simply reading on the bus on the way to school. However during the last class of the day and on the train ride home, the bite mark on his hand began to sting. As soon as the train pulled to a stop, Peter headed straight towards home, "Ugh, what the heck is happening? Am I sick? Did I get sick from that spider? I mean some spiders are poisonous, but that one that bit me didn't look poisonous. Oh god if Flash finds out I was bit by a poisonous spider I'll never live it down." He said as he walked.

However as he took his next step, a strange sensation traveled from the base of his skill all the way down his spine. Out of reflex, Peter turned his head to see a car just as it's horn blared out driving straight at him at full speed, Peter's mind went blank and left him with only his instincts, and his instincts told him JUMP!

Peter's leapt out of the way, the car swerving to the left before correcting it's path once the driver realized he hadn't hit anyone. Peter opened his eyes, part of him expected to be flat on the pavement, the other part expected him to have died and moved on and awoken somewhere else…..and in truth he was somewhere else other hand the street. He turned his head, and saw a window beside him, "Wha-Wha-WHAT THE HELL!?" the teen yelled at the top of his lungs as he saw his face was right against a brick wall, looking down he saw the ground about six ten feet below him, he had leapt clear from the rad into the space between two buildings.

Peter was, understandably, in shock.

Th-this is a dream, this is one of those dreams you have. Like you go to your school in your underwear and you try and run home but for some reason it's like your running in water and everyone sees you. Yeah this is a dream, this is so a dream. What else could this be but a dream? Peter thought to himself as he laid himself flat against the wall so he wouldn't fall to his death. He stayed like that for a few minutes before slowly drawing his left hand off the wall, Ok so say this isn't a dream….I can't stay here someone will see me eventually. So lets slowly, carefully, move.

Peter raised his hand up the wall slightly, puling himself up he reached his other hand further up, the toes of his feet pushing him up as he moved his legs in tandum to crawl up the wall. A drunken smile appeared on Peter's face, This, this is insane, human beings can't do things like this! Well they can, but usually you need a semblance or something, I just jumped onto a wall like a fricking grasshopper, and now I'm scaling it like it's nothing! I'm not even putting any effort into this it's like instinct! His inner speech thought with a hint of delirium as he reached the ledge of the room.

Reaching his hand over the side he felt around for something sturdy to grab onto, his fingers felt something metal and he immediately grabbed it with all his might. It was like he was crushing tin foil. Using his other hand to pull himself up he also ripped the metal off the roof. Pulling himself up onto the ledge, he looked at what he had grabbed and saw it was a metal flu with a cone shaped top. Peter up from his hand and collapsed backwards onto the roof, staring up at the sky he ran his hands up over his face.

He readjusted his glasses he back up, "Ok, ok, ok, ok, ok, ok! Parker, let's calm down and think about this scientifically, you're a scientist. So let's asses the situation." He said, trying to calm himself down.

It did not work.

"THE SITUATION!? I JUST CLIMED UP A WALL WITH JUST MY BARE HANDS AND FEET THAT'S THE FREAKING SITUATION!" He yelled out as he stood and backed away from the ledge, looking down at the crushed chimney he reached his arm back and tossed it, the crumpled object flew far through the air, almost out of sight.

Peter winced when he heard it shatter a glass window.

"Oops…..I uhh….I better go." He muttered as he turned around, however he didn't see any way down from the building, so he inched towards the ledge he climbed up from and lowered himself onto the edge and slipped over the side, landing on the ground with one hand reached out in front of him and on both feet. Peter ran he rest of the way home.

As soon as he reached the Parker residence he dug into his pocket for the keys and unlocked the door before entering the house and slamming the door shut, pressing his back up against the door, he looked through the living room window to make sure no one had fallowed him. Storming up the stairs to his room, he shut the door behind him and tossed his bookbag onto his bed. "Ok, let's try this again science guy. Why is this happening?" he asked himself as he walked around his room.

His room was fair sized, his bed was in the center of the room against the left with a nightstand beside it. His desk was against the wall opposite of the door in front of the window and right beside his closet on the right of the desk. The walls were covered with a few posters, one of a popular band, another was a astrology picture with the shattered moon on it in different phases.

"The spider…I started feeling funny after I got but by that spider. And I got but when they were showcasing radiation….could it be possible that the spider was exposed to the radiation?" he pondered aloud as he sat on his bed. He knew that spiders could cling to walls and scale sheer surfaces, and spiders have been known to jump from point to point. "But the strength…..well some arachnids can lift several times their own weight…..I wonder." he stood up from his bed and turned around. Leaning down he grabbed the edge of the bed with one hand and lifted up.

The frame rose off the ground without so much as a sweat from Peter, carefully setting the bed back down he looked down at his hands with a large grin spread across his face. "Oh man next time Flash messes with me? Wham!" he said, smacking his fist against his open palm. He had been fantasizing of how he could get back at Flash for all the abuse for years now, and suddenly they had all become quite possible, "Next time Flash tries to give me a swirlie? I'll throw him in the dumpster out back and flip it over." he pondered aloud as he flopped back onto the bed.

Another idea came to mind, "Wait this fixes everything! I could beat up Flash, Liz will probably dump his loser butt when she sees, and come running to me." He said as more and more possibilities came to mind, however those came to a halt when another idea came to his head that put a hole in everything. "Wait….would people even think it's cool? I mean would they freak out and think I'm a weird mutant faunus monster or something?" he asked aloud as he sat up.

Peter had no ill-will towards the Faunus population of the world, in fact Uncle Ben had taught him to respect the race of people, they had been though so much injustices that no matter what Peter went through, it would be like comparing a glass of water to an ocean. But not everyone shared that view, obviously.

"Ok maybe I shouldn't be showing off TOO much….come to think of it I'm not even sure all what I can do." He realized, so far all his abilities had been out of reflex alone, and not to mention he hadn't the idea of the extent of them. Standing up from his bed, he looked up at his ceiling, hopping up from the floor he expected to just do a little jump.

Instead he hit his head against the ceiling and fell onto the floor with a loud groan of pain as he held his head, "Ok…ow….note to self, do not jump indoors for the time being. Ouch." He winced as he picked himself up off the floor of his bedroom, looking out the window, he pulled out his old scroll and checked the time, Aunt May said she wouldn't be home until later so he had the time to test out his powers.

And he knew just the place.

Climbing up onto his desk, he slid the window open and looked around to make sure no one was around to see him. Reaching outside hecrawed along the wall outside the window and up onto the rood of the Parker home. Looking around again to make sure he hadn't been caught, he looked back at their rear neighbor's house. He leapt into the air, going somewhere about three stories and coming down on the neighbor's roof with enough force to knock loose some shingles, "Oops." He whispered before jumping across the road to another house, and then onto a streetlamp which he quickly leapt off of and as a large moving truck passed underneath it.

Landing on the cargo portion of the truck, he sat down as the truck drove towards the west.

Within minutes Peter once again jumped from the vehicle into an alleyway, walking out the other side he saw he had arrived where he wanted, the old Schnee warehouse. The place had been abandoned for years after the company had moved the goods inside somewhere else and no one had bothered to buy the land.

The barbed wire fence was supposed to stop anyone from entering, however Peter lept into the air and front flipped over onto the other side, landing with his knees bent he hopped up and started walking to the old warehouse. "Ok I guess I can add agility to the list of powers... which makes sense now that I think about it, Spiders have a natural balance since they have a smaller equilibrium than humans, I wonder if…" he stopped in the doorway.

The warehouse was empty for the most part, the only thing of note was an old forklift that was rusted by time and was beyond repair. Peter leapt towards the old machine with his hands outstretched.

Grabbing the top of one of the arms that raised and lowered the platforms, he easily preformed a single handstand on the point, "Ok yeah, I will never be able to trip over myself ever again." The teen said happily as he flung himself off and onto his feet before lifting up the forklift, "This is insane! I bet I could juggle this if I wanted." He said before dropping it down onto its side. Peter looked down at his hands and clenched them into fits, he slammed his fist into the undercarriage of the machine, the strength tearing off some of the metal as the machine screeched across the floor, much to Peter's shock.

"Ok maybe I shouldn't beat up Flash, not unless I want to put him in a coma…. I'll circle back to that later." He said as he sat down on one of the tires that came off the forklift. "Still though these powers solve everything! I can make Flash stop bossing me around, and get girls, and popularity…now if they could only get me some more cash." He muttered.

Peter did in fact already have a job, after school and on weekends he worked at a disassemble and repair shop called the Outlet. He used parts from old broken machines to fix new things that need repair. Unfortunately, most people usually just but a new one and don't bother to repair it, and while they had a steady business, Peter was barely making minimum wage with what he earned. Making his way out of the warehouse, he jumped over the fence again, landing beside a wooden pole, he looked both ways down the street to make sure he wouldn't have a repeat of what happened earlier when he noticed something on the powerline pole.

Stapled onto the wood was an old ad with the bottom having cut out phone numbers, 'Do you have what it takes to last three minutes in the ring with Crusher Hogan!? $500 dollars to the whoever can last that long in the ring!' it promoted. Peter smirked as he cupped his chin as he realized something.

"Three minutes against a kid with the powers and abilities of a human sized spider? Yeah, I'll take that bet." He said as he tore off one of the numbers and began walking towards work.

Peter arrived at the Outlet shortly after his testing out his powers, the store was near the underside of the bridge stretching all the way to Vale. The shop was a single-story building with a thrift shop on one side and a closed down grocery store on its other side. Peter entered the store and made his way up to the register where his boss, Phineas Mason was fiddling with a computer's motherboard, "Afternoon Mr. Mason." Peter greeted as he lifted the counter and walked around back. The store was fairly bare bones, behind the counter there was a doorway leading to where rows and rows of shelves containing a number of old broken machines, computers, and appliances with workbench I the far back where they were worked on

Phineas was an older man, the grey hair circling around his head with a green visor over his head, with small magnifiers lenses and a flashlight attached to the beak of the visor. He wore a blue jumpsuit with a toolbelt around his waist with numerous tools in the pouches, the tools varying from blunt instraments like hammers to precise wire cutters. "Afternoon Peter." The boss greeted as Peter tapped a random dollar amount in until the register dinged, he reached inside and picked up the cash slots and grabbed his name tag underneath before clipping it onto his shirt.

Phineas passed him a clipboard, "Here's the orders for the day." He said, Peter took the clip board and read over the items needed for repair, a blender, a remote control, and a fan. "Try to finish the remote, it's to one of those home systems so they'll fuss if we don't fix it, and then work on the others." He said, Peter nodding as he walked into the doorway.

As Peter closed the door behind him the front door to the store opened, entering the store where was a man, he was around Phineas' age, his head was bald and wore a brown aviator jacket and a pair of jeans and work boots, he had a cap with the Minstrel logo on it. "Excuse me, I'm looking for Phineas Mason? He's an old looking fart who's losing hair?" he asked, making Phineas look up at him. Two chuckled before smiling at one another, "Mason it's good to see you." He said, reaching his arm out and shaking the man's hand.

"Adrian, it's been too long. How've you been?" he asked as shook his hand before stepping out from behind the counter. Adrian Tombs was one of Mason's oldest friends, they both served in the Minstrel Air Force in their youth, Adrian being the pilot and Phineas being the ship's mechanic. "So, what brings you all the way to Patch?" he asked as he leaned back against the counter.

Adrian peered at the door behind the counter before speaking, "You remember 'bout twenty years back? That prototype we drew up? Vertical Updraft Traction Reconnaissance exosuit…..I know you remember what happened." He said upon seeing the look of distain wash across Phineas' face. Adrian took his scroll and pulled it apart horizontally and handed it to his friend. The mechanic looked on the screen, the scroll showed blueprints for the suit, it was designed to have massive wings that were capable of maneuverability to an extent, with the wingtips bladed to cut down on wind resistance. The suit was designed like a harness, the pilot steps onto the footholds and straps in to pilot it, it was designed with large talons to pick up large objects with ease.

On the shoulders of the wings were small turbines that kept it afloat in midair with thrusters on the back to control movement and speed. "I haven't seen these since the SDC…. Adrian how on Remnant did you- "he started, the last time he saw these designs they had been shown to a Schnee Dust Company rep who stole the designs from the two of them.

"Some friends in Minstrel got me them back…I have the prototype Phineas. I want you to help me complete the design." He explained with a smile that Phineas shared.

The mechanic's face turned from one of elation to one of confusion however, "Wait, why?" He asked, the suit was designed with the purpose of retrieval, the exo-suit's main purpose when being conceived was extracting individuals from grim infested zones.

Adrian's face became hard, "Schnee stole from us Phineas…I've been returning the favor." He confessed, making his friend's eyes widen, "But I finally got it back…. if we make it we can show it to someone else, get a new company to pick it up, the dream's alive again Phineas, we sell this idea and we can live off the idea for the rest of our lives." He explained, his friend looked unsure however. Adrian did just admit he had been stealing from the company who stole their idea, so clearly his friend had changed over the past few years.

But he was still his friend, "…. I'll look over the blueprints, I might have the supplies I need…but we'll have to get the money soon…. I haven't told anyone yet but the shop is being bought…. give you three guesses who." He said, Adrian scowling at his guess.

However, he instead smiled, "Thank you Mason…. just think, we do this and we're golden." He said, patting his friend on the shoulder before he was handed his scroll back, "I'll send the actual blueprints to you. I'm staying in Vale, we'll grab a drink later?" he asked, getting a nod in response.

Adrian exited the store with a spring in his step.

Meanwhile in the back of the store, Peter finished working on the remote like his boss had wanted, and was working on the fan. However, as he worked his mind was still on his newly gained abilities, he had noticed that he was much more aware of his surroundings now, almost as though he could actually feel everything around him. For example the fly that had been buzzing around could be felt even while he was focused on repairing the remote.

"Ok this is so cool." He said, quickly swiping his arm back and capturing the fly in his grasp, tossing the remains aside he lowered his hand to his scroll on the desk beside his work. On the small screen was a video showing a spider crawling across it's web to an ensnared bug, "Hmm…..Spiders can sense vibrations on their webs….maybe it's something like that? But I'm not on a web…..wait can I make webs?" he asked himself.

So far he had shown to have strength, speed, agility, and flexibility similar to that of a spider, not to mention the wall crawling. Peter cupped his chin as he contemplated this while he watched the video, "Spiders use spinnerets located in their thorax to spin webbing…..I don't have spinnerets on my body, at least I really hope not." He said, last thing he wanted was for someone to ask what that strange substance he had on him was.

Looking at the tools on the desk, an idea came to mind, "Maybe I could make my own spinnerets….my own webbing." He said aloud, turning around and looking at the spare parts. "Yeah…..I mean what's a spider with no webs?" he asked himself as he turned back t the desk and pulled a sketchpad over. "Ok if I'm serious about this, I got to make them accessible at all times. Maybe a web gun? No, I don't want to have to explain that to Aunt May or Uncle Ben if they find it," he said aloud.

He was sure that he did not want either Aunt May or Uncle Ben to know about his newly acquired 'skills' until he was absolutely sure that they would not freak out…..so possibly never. Wait even if I make this, that's half the problem, spiders use natural nutrients in their body to create webbing…..but maybe I could create some kind of chemical substitute? He thought as he began drawing up designs for his spinnerets.

Peter walked into the Parker home with a excited smile on his face and a large cardboard box under his arm, having spent some of his well earned money at the thrift store beside his work. "Peter that you?" Aunt may called from the kitchen. The ground floor of the parker home was relatively small, the kitchen led out to the back yard with the living room on the left side of the house and the dining room on the right, the upstairs held both bedrooms for Peter and his Aunt and Uncle. Setting his box down by the stairs he walked into the dining room, Ben smiled at him as he entered and took his seat.

"Hey Pete, how was the science expo?" his uncle asked as Peter pulled his seat in to the table as Aunt may set out dinner, tonight was meatloaf night.

It wasn't until Peter saw the food did he realize just how hungry he was, "It was cool." He said simply before digging into his food. Peter ate like he was starving for the past day or so, the sight was so shocking that both Ben and May stopped to simply watch as their little Peter completely cleaned his plate of food and took a bigger slice from the pan, "They showed a lot too, I saw this one demonstration that I'll never forget." He said somewhat cheekily.

As he continued to eat, Ben leaned over to May, "Should…..should we do something? I mean I know he's growing and needs to eat but still I think he's eaten more than he does on the holidays." Ben whispered as Peter took a large gulp of milk and set it down on the table. The spider imbued teen simply ignored the couple and ate until he was filled.

"Mmmmm, thanks Aunt May it was delicious." He said as he stood up and went to put his cup and plate away in the sink. "I got some homework I need to do. I'll be up late." He announced, grabbing the box he brought home before going up the stairs.

Meanwhile however Ben and May looked at each other, "Should….should I say something?"

"I mean he cleaned his plate….he washed the dishes. He didn't do anything wrong." She said with a shrug before setting a plate of meatloaf down for them both.

Upstairs, Peter had locked the door to his room and opened the box on the floor. Peter came to realize something crucial whilst coming up with the artificial spinnerets that he couldn't do any of these freely without his identity becoming public. So the idea of coming up with a disguise came to mind, so he went to the thrift store next door to his work and bought some old clothes to fashion a disguise from.

"Man they had a lot of red and blue on sale." Peter said as he dumped the contents of the box onto the bed. He had bought blue long sleeve shirt, a short sleeved red t short, baggy blue cargo pants, a pair of black goggles with white lenses, grey shoes with a red tongue and strings, and a pair of black fingerless glove with red gloves as well as a long red fabric he aimed to make a mask from along with the artificial spinnerets. "Ok, Aunt May taught me how to sew…kind of….I can do this…..now where's my scissors?" he asked.

Peter sat on the ceiling as he sewed the mask onto the red t shirt, he had bought some black string for the stitching so when he finished, it looked…..homemade, as Peter would say. Dropping onto the floor, Peter looked over his handiwork and found that his work was satisfactory, the stiches around the neck of the shirt and up the sides of the mask with two eyeholes cut out. Pulling his shirt off, he was about to put his costume on when he noticed his reflection in the mirror. "Wow…..I'm liking that spider more and more by the minute." He said.

What was once an skinny teen's body was now that of a star athlete, flexing his arms up he saw that his biceps were in peak form along with abdominals and pectorals. Peter slipped out of the rest of his clothes and put on his disguise. Taking his glasses off he quickly fastened the goggles over his eyes so he could see, he looked over himself in the mirror. "Hmmmm, not bad…..but I feel like it's missing something." He said as he rubbed his head. "Maybe like a symbol or something. Yeah right in the chest, that's right where everyone puts it…right….and I think I got just the thing." He said as he walked over to his desk while he took off his top.

Pulling out a black marker, he carefully drew on a small spider on the chest, the body being two ovals and the arms being basically stick figures. "There we go, perfect." He said satisfied. Looking back at the bed he looked at the spinnerets he had spent the rest of the day building at work. He settled on a gauntlet inspired design, where the 'Web Shooter' as he called them clipped around his wrists, he also designed a palm sensor to react when he pressed down on it, but this was only part of the webshooters, he still needed to make the webbing itself.

As of now, the only idea Peter could come up with is using a type of fluid that was formed by mixing certain enzymes together so that when exposed to the air, the webbing would harden from a liquid like substance. Taking off his costume and changing into his pajamas, he put it into the box he brought home and slid it under the bed before picking up the web shooters on his comforter. Taking them over to his desk he sat down in the chair and pulled his bookbag over, taking out a notebook he used for science as well as his chemistry book class he turned to a blank page and began reading through the textbook.

Picking up his scroll, he dug the phone number out of his discarded pants pocket and dialed the number, "Hello? Yes I'm calling about the Crusher Hogan challenge, I was wondering if the prize is still on the table? It is? Alright good….my name? Oh it's….um…" he stumbled, Ok duh I can't use Penis Parker, ok genius think! Human Spider? Nah, Spiderling? Ehhhh, maybe if I was ten. He thought to himself. Peter wanted his name to mean something, he wanted it to mean he wasn't going to get pushed around like had as Peter Parker, he didn't want to be some kid he wanted to be….

A man….

"Spider-Man. Yeah, My name is Spider-Man." He reaffirmed with a smile as he reached his free hand out and twisted the web shooter around in his hand. Not wholly original I know but I couldn't care less, goodbye pathetic Parker, hello money, hello getting girls, hello not being a wimp. Hello Spider-Man!

AN: Originally this was only going up to where peter finds the flyer for Crusher (inspired by the Marvel Adventures Spider-Man comics tbh) but I decided to give it some more story.