Hello!

And before I say anything regarding the plot of the story, I want to give a shout out to Omni-Creator Kami of Anime for unofficially being my Beta-Reader and for him just being there to help with my stories. I forgot to add this on Chapter 6 of The Bearer, so I decided to say it now.

So, thank you Omni-Creator Kami of Anime for everything and I want you all to give him a lot of love.

As you all most likely already know from the summary you all undoubtedly read, this fic will be featuring an OP! Peter Parker, with more abilities than his normal canon Spider Powers.

Peter will be 17 by the time the fic starts. I know Peter got bitten by the spider at 15 in the canon comics, but I decided to make him older.

Normally, Peter was bitten by the radioactive spider, then was granted powers. So, in this, Peter gets bitten by the spider and that provides his body with enough stress to awaken his latent mutant powers, like Deadpool from the movies, while also granting him spider powers.

His mutant powers are mainly two very overpowered abilities that will allow Peter to get stronger as time goes on.

The first power is Reactive Power Level and Permanent Power Absorption.

Reactive Power Level is basically the ability that allows one to rapidly increase their overall power-level and other physical capabilities by engaging in combat, becoming more and more capable throughout the course of a fight.

Now, the reason why I put 'Permanent' for the latter power, is because I didn't want people to get confused and think that Peter only has Rouge's powers from the X-men. I want to say that is NOT the case. Rouge can only 'borrow' powers and she cannot control what she absorbs, and Peter, on the other hand, can copy them and integrate them into his own body while controlling what he absorbs and he won't leave someone in critical condition if he so much as touches someone

Undoubtedly, there are limits to this ability and I could tell you all of them… but where'd be the fun be in that?

It was a bright and sunny day in Queens, New York, and numerous young men and women stood by on a sidewalk as they waited for their bus to come to take them to school.

Most of them chattered away freely, uttering things that interested them or things that were going on in their lives. Some of the more book smart or interested kids talked about school and such, while the more free children talked about what they did last night or the sport's game that transcribed the day before.

However, from the edge of the school bus stop, stood a tall young man, being around six-foot-one inches tall. He had dark brown hair styled so it was completely brushed back with a bang loosely hanging between his eyes and the top part of it was slightly spiked upwards (1), a very handsome face with prevalent cheekbones, a tan skin complexion, dark brown eyes, and an extremely toned muscular figure that was hidden by the baggy clothes he wore (2).

Said clothes came in the form of a white long-sleeved shirt, a large oversized black hoodie with the Pixar logo printed on it, and a pair of black pants. For footwear, he wore a pair of brown Timbs. However, his muscular figure wasn't all hidden, as he had broad shoulders and lots of people saw them, but to his classmates, they merely passed it off to him possibly being stocky. Peter wasn't seen as a physically active person due to nearly everyone seeing him as a nerd.

He was seen as a very handsome young man, especially by the girls around his age in high school. However, his 'image' was sort of ruined by his personality, which was quiet, and seemingly studious. Which brought the attention to several bullies towards Peter, who liked to frequently point out that he was a nerd and such.

Though the bullying never became physical, as the young man, whose name was Peter Parker, gave a quiet, stealthy, yet very, very terrifying glare that beamed out from his rectangular-rimmed glasses at most of the bullies that even thought about getting physical with him.

He didn't care about the insults or the constant mocking that he received. Because frankly, he knew that he wouldn't have to put up with them for much longer, as he only had a few more months left of high school to go through and while he was planning on getting a college education, he wasn't necessarily planning on going to one. Not only would it, in his mind, prove the opposite of beneficial, but also distracting, and a total waste of his time. However, there was only one person that could ever convince him to ever doing so… and said person was currently sneaking him up at him as he listened to music rattling off in his ears.

"Rah!" A distinctly female voice roared as the female snuck up behind Peter and grasped onto his firm sides. She was more or less hoping for him to react in a fearful manner. But, he just turned around and smiled roguishly down at her.

There stood a very attractive teenage girl, maybe a year or two old than him. She looked to be around seventeen or eighteen years old and stood around six inches shorter than Peter. She had long, blond hair that went down to her mid-back and the right side of her head was shaved. She also had a fair skin tone and her eyes were sapphire blue eyes. Her lip was pierced, as was her right eyebrow. The teenage girl had a very curvaceous and gifted figure and everyone around her knew that she would grow into a very attractive woman in the future. She wore a yellow colored cotton, long sleeve shirt, dark-colored jeans that hugged her body nicely, showing off her curves and her supple heart-shaped butt. For footwear, she wore a pair of brown heeled boots. She also had some jewelry around her wrist and around her neck.

That was Gwen Stacy, Peter's girlfriend.

"Yo," was all he said as he looked down at her with a smile and she smiled back and lightly hugged him. He accepted the hug immediately and wrapped his arms around her as well with his hands resting on her waist.

They separated a few seconds later and she got up on her tippy toes and lightly pecked him on lips, her smile never wavering.

"Don't 'yo' me," Gwen said poking him in his muscular chest as she broke the kiss. He continued smiling down upon her, even as she poked him in the chest. "So, how was your weekend?"

Peter pursed his lips and tilted his head side to side somewhat, looking somewhat unsure, completely ignoring the bruise that formed over his cheek and the light black-eye that had formed. And finally, after a few seconds, he replied. "It was alright, I guess." He stated. Gwen rolled her eyes somewhat at the purposely vague reply.

"I can tell you got into a fight. Smoker?"

Peter, for income, rather than getting a job, drove around New York and participated in what fighters called Smokers. Those were small fights one could participate in to make money. There was no weight class or rules. Just no weapons and no attacks to the jewels. Every weekend, Peter would leave him for a few days and go around competing in these fights. He won all the fights he had been in and hadn't lost one in over ten years. And trust me, he had been a lot of fights in the last ten years. He was, after all, a martial artist.

"How was yours?" He asked, playing cool, even as she lightly grazed his bruises with her index finger.

She, unlike him, answered immediately. "It was good. I got to hang out with some friends, and I talked to my dad and he kinda, sorta… maybe, hinted at the fact that I would be getting my first car for my birthday." Gwen said with a nervous and anxious grin on her face, as she thought about the prospect of potentially getting her first car.

"Really?" Peter asked as he quirked an eyebrow and she nodded excitedly, unable to hold herself back.

Grinning, Peter reached down and bent his knees so that they could be at eye level as he teasingly ruffled her hair like a dog. "Well, you better get your license, then."

Pouting, Gwen lightly smacked his hand away from her head. "Hey, it isn't my fault that I failed the course last time."

With a raised eyebrow and his brown eyes glinting with amusement, Peter gave his retort. "Really? What about the last test you took in November?"

"How was I supposed to know that the old lady was going to cross the road?" She asked, her pout increasing along with her annoyance at Peter's cocky, yet playful grin.

He didn't give a retort, as he felt his grin and the entire short conversation, was more than enough for him. And Gwen knew it.

She was going to speak, but she heard their school bus pull up beside them, and she looked to the left and saw the door robotically open up.

Soon, kids started crowding inside the bus in a semi-coordinated fashion. Gwen glanced towards Peter and jerked her head to the side, motioning for him to follow her.

He rolled his eyes imperceptibly and nodded surely. He then began trailing close behind and watched as she walked up the small set of steps.

With a sly grin, he reached up and lightly pinched her right ass cheek, earning a sharp squeak of surprise from her.

Gwen spun around once she was up the steps. She then lightly smacked him across the chest as she giggled at him.

"Stop," Gwen warned as she tried to look intimidating, but the small smile on her lips and the shred of amusement in her eyes threw all sense of intimidation out of the window.

"Stop what?" He inquired innocently as he plainly strolled along with Gwen and soon sat down in the furthest seat to the back.

She sat down first, taking the window seat and he filed in after her. He seized her pack, which she handed to him as he slid in and he laid it to the left of him. He placed his backpack beside her own and he turned to the right to see Gwen smiling at him.

"What's up?" Peter questioned quizzically, querying why she was just gazing at him.

Gwen's smile stretching a bit, exhibiting some of her pearly white teeth. "You're cute." Was all she said as he poked his bruised cheek with her finger, an action that brought no reaction from Peter. She knew the pain wouldn't faze him. Peter was no whimp, as she had seen him fight numerous times. Her boyfriend was a glorified badass. Plus, she saw the scars that lingered his body from his horrid training and continuous fight carrier.

He looked at her dazed, not expecting that response and so, she proceeded to trace her finger along his cheek and passed his jawline.

"What're you doing?" He questioned confusedly but he never received an answer and she continued to trace her finger along his face.

He didn't really mind it, honestly. It sort of felt good as the hairs on the back of his neck stood on end. So, he just let her do her own thing as he plugged one of his earphones back in and went back to listening to his music.

Soon, the school bus came to a stop and various teens rose up from their seats while they decked their packs onto their shoulders. Peter looked to his right and saw his school outside and noticed that they were at their destination. So, he reached inside his pants pocket and pulled out his phone before pausing his music. He pulled out his earphones and let them rest along his ears. Peter rose up and passed Gwen's backpack over to her, in which she clasped it and hauled it on as Peter did his own. They both walked down the aisle of the bus and soon exited the vehicle with some other students in tow.

Once Peter and Gwen entered the double doors into the school, he made his way down the corridors before making his way over towards his locker. Once he got to his locker, he put the code in to open it and it clicked open. He picked out some books that he required for his first and second classes. The moment he had them in his grasp, he shut his locker and the second it clamped shut, he felt something soft hit the side of his head.

Sighing, already knowing what hit him and who threw it, Peter shifted to his right and narrowed his gaze. There stood, twenty feet away, was Flash Thompson, who was encircled by his lame cronies and all of them were grinning cockily while Flash proceeded to toss a small piece of crumpled up paper in his dominant hand.

"Hey, Penis Parker!" The cocky jock roared as he juggled the ball of paper in his hand. His 'friends' started chuckling at the joke and Peter just looked at him dryly. However, they all looked in surprise when Peter placed his books down onto the ground and started walking over towards them. They never got a reaction from the bookworm before.

Once Peter got there, Flash tried ridiculing him once again, and this time, he amassed everyone's attention in the hallway as they stared at the group of bullies. Some, if not most of them, looking at Flash in disgust and irritation.

"Don't you ever get tired of this?" Peter began, receiving a frown from Thompson and interested looks from everyone all-around, as they never once saw Peter face Flash. They all assumed that he was just a coward. But now, he didn't look frightened at all. But now that they thought about it, Parker never really seemed scared of Flash or his group. So why had they thought that he was? Maybe because if they were in his situation, they would have decked Flash out.

"Tired of what?" Flash gnarled while trying to appear intimidating.

"Tired of doing the same bullying routine. Seriously, you've been doing the same thing since the third grade." Peter shook his head and everyone in the hall murmured in agreement. "Look around Flash." Peter stopped and Flash did indeed and looked to his side and to his surprise, he saw everyone peering at him in disgust and frankly, annoyance. "We've all grown up… most of us are almost out of high school and are ready to go out in the real world."

The murmurs of agreement got even louder, prompting Flash to growl even further in rage.

"The question is… are you?"

It had been around fifteen minutes since he had told Flash off and the word spread like a wildfire, that someone had finally put him in his place. Parker wasn't in the least bit surprised that nearly everyone disliked Flash, including himself, but the support that he had gotten when he entered his first class, was astronomical.

Everyone shook his hand and even chanted his name a few times like he had single-handedly won the football championship or something of the sort. But he had gotten over it since everyone in the first class was getting ready to go on a field trip of an exhibition of demonstrating safe ways to handle nuclear laboratory waste materials. So, he and Gwen sat in the back of the glass, waiting for his teacher to round them all up so they could leave the classroom.

Which didn't take long, as their teacher came in through the door and looked hurried. "Class, as you all know we are going on a field trip today. For the ones that paid to go on the trip, wait outside for me to escort you all to the bus. But for the ones that didn't, a substitute will be coming in shortly," dhe explained seriously before frowning. "And for the love of God, do not trash this room or I will give everyone two weeks detention," she threatened, sobering up the ones that didn't pay for the field trip. With that, she departed from the classroom with Peter and Gwen following close behind, both being the last two to leave the room.

Once the two left the room, they saw Flash scowling heavily towards Peter, but the brown-eyed teen merely rolled his eyes at the petty excuse of a glare. But he did lean upon the wall and waited for further instructions with Gwen standing right beside him, prattling away with her friends.

Peter, though, just shut his eyes and stroked the side of his head, feeling an abrupt migraine hit him with the force of a speeding truck. When he opened his eyes, he saw that he was the only one still standing there and so, he promptly trotted over towards the moving students through the twin doors, following them out. As he neared, he noticed that everyone was already pooling into the bus. He immediately followed behind to get inside.

Once he made it inside, he leisurely walked on the non-crowded bus aisle and sat down in the back. He drew his phone and hooked his earphones into the jack before slipping in the earbuds into his ear. Setting the music up to the highest volume, he hit play and breathed heavily as his music began playing.

Put me in a limousine and drive me to destiny. Pussy on the leather seats, music and ecstasy. She don't think I'm sexy, but I can't let that get to me.

He then drifted back into his seat as the music danced within his ears and while his head leaned upon the glass beside him.

Peter gradually opened his eyes and he squinted confusedly, as it seemed like he had fallen asleep due to the fact a new song as playing through his earbuds and since the bus was completely stopped. So, he stood up and saw that everyone was nearly out of the buss. He quickly snatched up his backpack and hoisted it over his shoulder before strolling out of the buss.

A few minutes later, Peter was walking through the halls of the huge building and large monitors were installed on the wall and there were several containment units with spiders and such lying around on podiums. It would have interested him, if he didn't already know what was going on and if he didn't already know what was being explained.

But, as they stopped, Peter suddenly felt a remarkably painful, throbbing, and stinging sensation emerge onto the back of his hand and he withheld a deep wince. But after a few seconds, the pain multiplied astronomically and he grimaced massively, but his pain tolerance prevented him from vocalizing his pain into a cry, but he, unfortunately, fell onto his knees and abruptly, his vision went black.

Peter fell forward, in a complete dead faint.

However, Peter was not the only one to faint, as both Gwen and a popular, fun-loving girl named Cindy Moon collapsed as well, all within seconds of each other, causing mass-panic to break out and screams reverberated through the entire room.

The last thing Peter caught before he lost conscious, was another body hit the ground and he saw a strand of blond hair before he completely

succumbed to unconsciousness.

The moment Peter opened his eyes, he was blinded by what seemed like a bright light and his pupils dilated, his eyelids flickering before they snapped shut. He swallowed some saliva down his dry throat, trying to soothe it. Grimacing, he gently sat up and forced his eyes open.

Once they opened, he saw that he didn't have as much trouble seeing as he did before, in fact, his vision was way better than it was before, and he cracked his neck by rolling his head around. Groaning, he glanced around and saw both his Uncle Ben and Aunt May walk in.

They both hurried him to when they saw him his eyes open and Peter slowly shifting around in his bed.

"Peter! How're you feeling?" Aunt May was the first one to reach him and thus was the first one to speak. He gulped once more, trying to lubricate his throat before speaking in a somewhat raspier tone. What Aunt May didn't think was possible, since Peter's normal voice was already terribly raspy. His normal voice caused Peter to sound like hadn't drunk a single bit of liquid in three days. But this, it sounded like sandpaper grinding against cement.

"Fine… though my throat hurts like a bitch," he stated with a chuckle and Uncle Ben frowned at the choice of language but managed to chortle as well.

Uncle Ben gave Peter a glass of water, something that he enthusiastically accepted. Once he held it, he swigged it all down in one-go. Within a second, he set the glass down onto the desk beside him.

"So, what happened?" Peter inquired after a few seconds and that drew a sigh from both Ben and May.

"You and a few others were bitten by a spider." Aunt May revealed shortly and simply, earning a slow nod of understanding from Peter as it began making sense. "Gwen was one of them and she woke up shortly before you did, and another girl was bitten by another spider… someone named Cindy Moon. You know her?"

Uncle Ben waved May off slightly, "Please, give him some to recuperate. He was just unconscious for fourteen hours. Give the young man some time to readjust." Ben stated, but Peter just shook his head.

"No, it's fine," he hacked before sitting up further and looked at his aunt and uncle in the eye. "We have some classes together. She and Gwen are friends and I guess you could say she's my friend as well."

May nodded, "Her parents came by a few hours and signed the release papers before leaving."

Peter looked somewhat hopeful then, "Is that what you and Uncle Ben are going to do?"

"Better," he started with a grin. "We already did. You're set to leave. So, come on."

Peter cracked a rather large smile at that.

7 Days Later

It had been a long, very long week for Peter, as he had begun experiencing things he never thought he would ever experience.

Superpowers.

First, it started off lightly. He felt some new and improved strength when he picked up some of his weighting equipment. When he tried picking up an eighty-pound dumbbell, it felt like he was picking up a feather. Peter then further tested his strength and he figured out that he was able to lift every piece of weight equipment in his room in his house, with one-hand, which added up to eight-hundred kilos, all at once.

However, that was some of his more mild changes, as he found out that he craw all up walls, shoot highly impervious webbing out of his hands, while also having; enhanced speed, enhanced reflexes and agility, enhanced balance and an enhanced healing factor.

He also had a unique ability that allowed him to sense danger before it even happened. During that time, Peter became elapsed in a craze, his brilliant mind working in array to find out the extent of his new capabilities and how he truly procured them, which didn't take long for him to work out.

He quickly established that the spider bite was the cause of his gain in powers and he quietly arranged a meeting between his girlfriend Gwen and Cindy, who had also gotten bit. He asked if they had also experienced the same things and unsurprisingly to Peter, but surprisingly to them, they both said yes simultaneously. So, he also put them through the same test as he had put himself through and they passed it as well, almost as good as he did.

He revealed to them his own theory on what transpired at the field trip and both Gwen and Cindy agreed that the spider bite must've been the trigger to unlocking powers.

All of their powers were almost unique and were almost identical in all the same aspects. They all could climb up walls, the three of them all had superhuman physical characteristics and enhanced senses.

However, during that time, Peter had undergone a huge thinking process as he instantly considered what he should do with his powers. But after thinking for a little bit, he realized that he could truly make a difference.

He could help people; he could make a difference!

So, with that definitive decision, Peter realized that he had to have something that could hide his true identity. With that in mind, he set out to make a mask, but once he finished making it, he continued going, his absolute brilliance of a brain working in overdrive.

It was only a few days ago when he realized that he had been awake for five continuous days, vigorously working, inventing and researching. So, by the end of that week, Gwen and Cindy had made a surprise visit to Peter's home and once they entered his room, they were instantly put on edge when they saw it was in disarray. But once they saw what was on Peter's desk, they were instantly captivated by it.

But Peter was lounging on his bed, completely asleep and out of it. So, they decided to check it out and at first, they didn't even know what it was.

"Is… that a suit?" Gwen asked uncertainly and Cindy slowly nodded once she reached over to brush her hand against it.

"It feels like… spandex." Cindy mumbled as he ran her hand past the cool feeling fabric. However, she nearly skipped upwards slightly when she saw Peter, who was in his bed, jolt upwards with a groan.

Once he fully woke up, he looked to his right and stared at the new arrivals in surprise. "Gwen? Cindy? What're you two doing here?" He asked confusedly as he shook the sleep out of his brain as he veered out of his covers and out of bed.

The second he stood out of bed, both Gwen and Cindy blushed a bit when they saw Peter's form. Which was nearly uncovered as the baggy clothes he usually wore were nowhere to be seen and he only wore a pair of grey sweatpants and a white wifebeater.

"We were here to see if something was wrong because you weren't at school for the past five days," Cindy stated as she recovered first, still letting her eyes somewhat linger along his extremely well-defined muscles.

That caused Peter to scratch the back of his head sheepishly. "Sorry… it's just I had way too much on my mind and… I got held up."

"Oh? By what? Designing spandex clothing?" Gwen asked with good humor in her tone and Peter cracked a smile at that.

"No… or at least, not for anyone else," he stated, confusing them once again. Seeing their looks, he considered mentally to tell them what he was planning and after a few minutes of silence, Peter nodded languidly. "It's because I'm planning on going out and become something like a… superhero…" he led off, the awkward silence feeling a bit overwhelming.

"… You can't be serious… can you?" Gwen asked slowly, not sure if Peter was kidding or if he was entirely serious. But the sigh that followed out of Peter's mouth, confirmed that he was indeed being serious. "You think you can?"

Once Peter's chocolate brown eyes turned to her, and the confidence in his gaze confirmed that question even before he had a chance to speak. "Yeah, I really do. I mean, I—we were blessed with these powers and I don't think I could go back to having a normal life after gaining them. So, I decided that I could do something with them—something great, something that would make a true difference," Peter said with a glint in his eye.

"And the suit?" Cindy asked right after Peter finished.

"Is to conceal my identity," he answered instantly, having a feeling they were going to ask about it. "Look, I made my decision and I'm going to stick by it."

That caused both of the girls to quiet down as they considered what Peter had said. However, after a few moments, Gwen spoke up again.

"I think… I think I want to help as well." Gwen stated, starting an unsure tone, but took a brief pause to reclaim her confidence that she was known for. Peter looked at her in surprise and Cindy as well.

"Count me in, too." Cindy beamed as she slung an arm over Gwen's shoulder, smiling all the way. At Peter's gobsmacked look, both of the girls giggled.

"A-Are you sure?" He asked, stuttering for the first time in years and at Gwen and Cindy's simultaneous nod, Peter swallowed thickly. "Okay, if you want to join, then I have to make you both suits—I can't have you both going as yourselves."

At their nods, Peter continued, his tone indicating how serious the situation was now that he knew that they were going to be making the same decision as him.

"It shouldn't take me long—maybe a week to make both of your suits," Peter stated and they both nodded in understanding. "But I only had enough materials to make one suit."

That caused the two of them to frown, but when Peter smiled, they knew he had something for them. "But I do have some stuff to make you two suits. But they won't be as advanced as my own."

"No!" Cindy nearly yelled as quickly as he finished, drawing Peter and Gwen's attention. "It's fine. We'll take whatever you can do for us."

"Okay… well, I start working on it once I get home." He told them both before turning to his suit that was laid out on the table. However, he turned back to the two of them with a slightly awkward expression on his face.

"Hey… can you two step out for a minute while I get changed?" Peter asked as he untied his sweatpants and the hem around the waist loosened.

Gwen and Cindy nodded; the former blew him a kiss before closing the door to his bedroom.

Nodding, Peter took off his pants and now, he remained in his monochrome colored boxers before grasping his newly finished suit and started putting it on.

Within a few moments, he had it fully equipped, and he now wore a form-fitting, black and red suit. On the chest, was a red spider and on the back, was another red spider (Mile Morales' comic suit).

"Alright, time to go." With that, Peter tilted his head and cracked his neck. Once he did that, he turned to his bedroom window and unhooked the hatch before lifting it upwards, opening it. He then stuck his head out of it before smirking under his mask.

"I wonder how far my webbing will reach?" Peter muttered to himself before he leaped out the window, staring down at the extremely busy streets of New York with a fearless expression on his face.

As he sailed through the air, he took a moment to truly memorize the bright lights, slowly moving cars and the dozens of people below that went on with their lives. The second he neared the ground; he pointed his hand over towards a one-story tall building and shot out a spider-web that formed into a silky white rope made out of his organic webbing. He yanked his right arm upwards and pulled himself towards the building as his hand tightly wrapped around the thread.

As he neared, he disengaged with the web and landed on the ledge of the building. Peter let out a small breath of air from the exhilaration that he had just experienced before dashing over to the other end of the building and bounced upwards. Peter fired a web towards a taller building and it took a second for the web to fully solidify and reach, but the second it did, he swung himself upwards.

With a swift leap, Peter descended on top of a four-story building and looked across the city from a raised position. His eye lenses narrowed along with his eyes as he scanned across the city for as far as he could see, trying to spot any crime that he could intervene in.

Surprisingly, it didn't take long, as he detected a robbery in progress a block away. So, he promptly dropped off the building and webbed himself forward while slinging upwards and ahead. Within ten or so seconds, he got to his destination and saw half a dozen masked men hurrying out of a shattered window.

With a leap, Peter landed in a crouched position on a nearby light post.

"Hello, boys," Peter said false friendly tone, earning their attention as they pointed their weapons him. "So, is there any chance that you wanna—," he was cut off when they started opening fire and his spider-sense went off.

Rolling to the side, he scarcely evaded the approaching swarms of bullets and as he hit the ground, he aimed his left hand towards one of their weapons and released a web that shot the gun right out of his grasp. The weapon clanged to the side of the building with the web holding it up.

The thug looked at his now empty hands in confusion, as he didn't even notice his gun leave his hands. But once he did, he charged forward, with the intention to pummel the masked freak. However, once he blinked, he found himself hanging off the side of the building with identical webbing surrounding his torso while holding his arms and legs to the side.

The other thugs turned and started firing at Peter, but the masked teen leaped into the air and eluded the bullets.

He suddenly shot two web ropes downwards, right beside the armed thug to the farthest to the right and pulled himself downwards. As he was pulled down, he aimed his two feet and slammed them right into the center of the thug's chest, sending him to the ground. Peter then turned around and did a mid-air barrel roll and shifted into a kick, hitting a thug right in the side of his face.

Peter landed squarely into a crouching posture before helicopter kicking the third thug in the throat, instantly knocking him unconscious. Once he executed the move, his spider-sense went off and Peter instinctively tilted his to the side, avoiding a punch that sailed over his shoulder and Peter grabbed the man's fist before jamming his elbow right onto the side the thug's own elbow, effectively breaking his arm.

"AHHHH!" The thug cried in pain before he was punched in the mouth, knocking him out cold while sprawled on his back.

The very last thug started trembling as Peter turned to him. However, the masked Peter looked at the pathetic and cowardly thug in surprise, as he started soiling himself. The urine that was soaking his pants and it dribbled down onto the ground.

"Oh, dear god—you aren't seriously—you seriously are. Oh my god." Peter mumbled as he held his hands onto his masked face. "Just leave… and get yourself cleaned while you're at it."

The thug watched Peter leave via him leaping onto a building and web-slinging over towards another building before breaking past a tree line, completely fading from his sight.

That same thug slowly lifted his trembling arm and stared at the Smith and Weston magnum in his hands and a flicker of something burned deep with inside his eyes… something ominous.

2 Weeks Later

If Peter had to sum up the last fourteen days of his life, he would say that were, without a doubt, the best days of his life. Not only had his relationship with Gwen gotten stronger and the two had gotten even closer, but him, her and Cindy had all gotten superpowers.

He had gotten another friend in the form of Cindy, who he had grown surprisingly fond of over in the last couple of weeks. They conversed, they trained together, and they even started somewhat living together, as Cindy practically never went home. Or at least, she never really did on the weekends. Her, Aunt May, and Uncle Ben had gotten along as well and May practically treated the girl as a daughter or at least, a really good friend.

But ever since he had gotten home that first night, Aunt May, oblivious as to what was happening, notified him that Gwen and Cindy had to go home, as both of their parents called them and told them it was their curfew. Peter immediately thanked her and kissed her on the cheek before returning to his bedroom to start working on the exoskeleton for both Gwen and Cindy's suits.

Surprisingly, he had gotten a breakthrough and finished the planning phase all in two hours before going to bed and once he had woken up, he instantly set out to buy for supplies to craft their suits each. But Peter wasn't that far ahead yet, as still had to draw up a blueprint of the design of the suit before even making it. Which didn't take long at all. A little under six hours, in fact. So, after completing that task, he commenced the building process and made headway during the second night.

So, within three days, he not only finished with building Gwen's suit but Cindy's as well. So, by the time the week ended, Peter had called the two of them to his house and surprised the two of them with their suits and it went without saying that they were far more than satisfied with the design and usability.

They both described the suits being extremely cool, lightweight, easy to put on and undoubtedly usable, as once they put it on, they barely realized they had it on in the first place. They were both satisfied and went on patrol with Peter that night.

It also went without saying that the police force had a very slow night.

However, the one thing Peter wanted to avoid, was the attention that he would be getting. And sure enough, he was finally spotted on his second day/night of patrolling and one of the city cops had spotted him and a bystander recorded him taking down a few guys that tried to rob a bank while using a hostage, who was at gunpoint for a little over an hour.

Peter, or Spider-Man, he decided to call himself when he donned the suit, was officially popular and viral.

Honestly, Peter was not surprised when he saw that most of the opinions directed at him, were negative or doubtful with a portion (roughly ten percent) of people believing that he was there to help the city and was not a menace, like so many others believed.

It didn't help when Gwen and Cindy, Ghost-Spider and Silk, as they called themselves respectively, showed up. In fact, things got worse and disturbingly enough, most of the attention switched off from him and now onto Cindy and Gwen.

But it didn't really come at a surprise to Peter, as they were extremely attractive and well-built girls wearing skintight bodysuits who were also extremely badass. So, when he figured out that they were on mostly everyone's attention, all Peter could do was two things.

Number one: sigh in defeat.

Number two: sigh in relief.

Both for obvious reasons.

So, Peter continued to go out after school to fight crime, while somehow managing to maintain a stable relationship with Gwen. It wasn't easy, by any means, but Gwen understood how busy the job was because she was actually going through the exact same thing as him. So, that loosened the load a whole lot.

Peter, as Spider-Man, swung over onto the side of a huge twenty-plus story building, he ran up the side of it and made it up to the roof within seconds. He leaped up and landed in a crouching position on the very edge, even half of his feet were hanging off the ledge, but Spider-Man seemed perfectly calm as he stared at the city from a major vantage point.

He narrowed his eyes a bit when he saw three lit up police cars race through the street, sirens sounding off from them as they chased a black fan with men in hockey masks firing guns from the opened side opening doors.

Spider-Man grinned from inside his mask and sank off the side of the building and slowly spun until he was around fifteen feet from the ground. Quickly, he slung a web from his hand and pulled himself upwards, shooting himself forwards at an angle to where he estimated the robbers would be in ten or so seconds.

So, he quickly crossed through the city, while web-slinging himself forward, Spider-Man was able to get there rather quickly, a few seconds quicker than he originally thought. He didn't have any time to think about it, however as the van came into view and Spider-Man looked to his sides and saw what looked like a good idea.

Spider-Man pointed his hands to the side and expelled webbing to the side and rapidly formed as much webbing as he could. Within seconds, he had formed enough webbing to completely construct what looked like a volleyball net and he jumped on top of it before leaping into the air as the van neared.

The second the vehicle impacted with the net, Spider-Man released some more webbing and completely covered the back of the van, stopping it from bouncing back from hitting the extremely tough and stretchy material.

The masked men in the van opened the doors and stared at the webbing and some growled in anger and annoyance. So, when they aimed their guns at the, now arriving officers, eight ropes of webbing impacted the guns and yanked them out of their grasps.

When they looked up, they saw Spider-Man lounging on the roof of the vehicle, casually resting his head with his hand.

"Yo. What's up doc?" Spider-Man asked before turning his hand upside down and shot them with webbing, sending them all into a brick wall, stuck five feet up the wall with webbing surrounding them all.

The police got out of their cars and shifted their cautious eyes over towards the webbed-up crooks.

"They're all yours, officers!" Spider-Man shouted as he slung himself forward, webbing himself up onto another building, losing sight of them immediately.

Those dozen police officers looked at each other, all wearing looks of concern on their faces, now realizing that the rumors of Spider-Man weren't all that true. However, they were still a bit cautious as they approached the apprehended criminals.

Within a few minutes, the cops were able to free the criminals from the wall and hastily put them all into cuffs. Once they did that, they threw them into the backseats of their police cars and drove them back off to the station.

Spider-Man observed from a secure distance, internally satisfied for helping the law enforcement out again. He knew that they always needed help and he couldn't blame them. Especially not in today's day and age where people like himself existed. The little guys like the guys in blue or the guys down in the Fire Department. Those people were the real heroes. No one should forget that. Peter certainly wasn't going to.

After a few minutes, Spider-Man swung himself forward, but once a series of huge explosions rocketed off in the streets a few blocks west of him, he actually flinched somewhat.

Quickly coming to a halt, Spider-Man squatted on a streetlight and stared to left and his eyes widened a bright yellow figuring cloaked in golden colored electricity hovering over the street. They broadened further when he saw the man shoot a lightning bolt down onto a building, completely destroying it with ease. He then did it again, only to the building across from it, eviscerating them.

Gulping, Spider-Man swallowed his nerves and hurled himself forward, determined to stop the man from causing any more damage.

Once he arrived, Spider-Man kicked himself off the side of a building and launched a punch, aimed right at the side of the man's face. The lightning using the figure's head jerked back and Spider-Man didn't wait as he heel kicked him down to the ground.

Spider-Man formed thin rope of webbing to support himself midair while in the street.

After a few seconds, the figure stood up, no longer cloaked in yellow lightning and Spider-Man's eyes widened when he realized that the man who he had just punched, was the supervillain by the name of Electro.

"I have made a mistake…" Spider-Man mumbled before he was slammed with a fist cloaked in lightning, sending barreling through a few buildings, stretching across sixty or so meters back.

As the rubble collapsed on top of him, Spider-Man coughed as he inhaled a cloud of dust into his lungs. But he recovered and used every bit of his strength to get the rubble off his body and fell forward. He roughly gasped as he was assaulted by some fresh air and looked in surprise.

His suit was ripped in various places, though the most notable, was the center of his chest, which was a perfect cut-out, showing his tanned skin.

"Wow, he hit me pretty far," he mumbled, feeling that if his chest wasn't hurting a terrible amount, he would have actually been impressed. "Okay, round two, big man!"

With that, Spider-Man charged forward and uprooted a streetlight before spinning around a few times. The second he finished, he swung it ahead, causing it nearly to hit its target. It would have worked if he didn't just destroy it with a small blast of lightning.

'Okay, new plan.' Thought Spider-Man as he just barely avoided a blast of lightning with the sheer luck of having Spider-Sense. However, once he saw Electro charge up another blast, Spider-Man quickly shot out a focused ball of webbing where he estimated where the exact center of the bolt of lightning would be.

He guessed correctly, as the webbing connected with the tip of the bolt and it exploded violently, destroying a portion of the street and it sent Spider-Man and to a lesser extent, Electro, back flying.

Spider-Man grunted as he slung a web over to the edge of a building and stopped himself midair before he could be slammed into another glass window. He sighed in relief as he slowed down and released the web, allowing himself to fall to the ground.

He landed on his knees and glared at Electro's floating figure.

"Who are you? Wait… you're that Spider-Boy that I've been hearing about." Electro spoke for the first time, electricity crackling around his body.

"Actually, it's Spider-Man—you know what, forget it." He waved it off before slinging a web around two cars beside him and underneath Electro and swung them upwards, and Electro tried dodging the attack, but he was a fraction of a second too late as the pair of cars slammed into the sides of him.

The second they struck his body; a fiery explosion rocketed off from the explosion of two cars colliding. However, Electro came shooting out of the fire a second later and headbutted Spider-Man, causing his head to jerk back violently.

He then sent a wave of electricity into the teen's chest, hitting the direct center of the unguarded area of Spider-Man's chest. The knockback was nothing compared to the damage he was inflicted upon Spider-Man and was sent right into a tanker carrying of five tons of gasoline. The explosion that followed after was large, easily five or so times larger than the explosion originally created by Spider-Man slamming two cars onto Electro before.

A large grey smoke cloud followed soon after and a few minutes later, Electro truly thought the annoyance was dead and now he could go back to what he was previously doing without being interrupted. However, once he saw a black-clothed hand crawl out of a shallow crater, he quirked an eyebrow.

Spider-Man came crawling out of the ground, his suit majorly torn. Both of his arm sleeves were completely gone, showing blistering wounds and scratches that caused the suit to rip in the first place. The left half of his torso was badly burnt and his suit that would have covered that was nowhere to be seen. The mask portion of his suit was slightly ripped as well. The entire left pantleg was gone as well, showing that his leg was not spared at all.

Spider-Man groaned in pain as he fearlessly stared across at the supervillain, but he looked in surprise when he saw his burnt skin start to heal at a very slow pace. Blood started leaking from the wounds and in the center of his chest, a huge gash remained as blood poured from the wound.

'I have to stop him. if I don't, he'll just continue to hurt people…' Spider-Man thought, trying to ignore the immense pain as he limped forward, his right arm grasping onto his upper left bicep.

"You have heart, boy!" Electro roared as he floated somewhat closer to the spider-bitten mutant. "But I am a god and you are but an ant! Can't you see that?!"

Peter, from inside his mask, actually cracked a grin at that.

"Really? A god?" He asked, still finding it in himself to bounce off a taunt. Even though he was terribly losing a one-sided fight. "Jeez. Then why are you bleeding?"

At his question, the Enhanced Human frowned and in surprise, he looked down as he smeared off a drop of blood from his lips with his hand. However, that slight second that Electro's attention that was shifted off of Spider-Man was all Peter needed to execute a plan.

So, Spider-Man leaped forward and sent some web right into Electro's face and it was only due to the fact he wasn't paying attention, that it hit its target, but Spider-Man did not care as he jumped on top of Electro's shoulders and wrapped a rope of web around his throat and face, not only obscuring his sight but his breathing as well. Spider-Man placed his feet on the man's back and pulled with all the force he could and fought as hard as possible to prevent Electro from physically overpowering him. However, his Spider-Sense went off and a flash of lightning fell from the sky and nearly hit him.

It would have, had he not moved at the last second and it sailed right over Electro's shoulder, impacting ten feet in front of him and created another explosion.

Spider-Man hit the ground and rolled over onto his back. However, he rolled once more, avoiding a blindingly fast blow from Electro, but he was hit full force by the next one and the one after that. Roughly coughing up blood, Spider-Man attempted to stop the first one from hitting his stomach with both of his hands and actually succeeded. Just not for long, as he was punched across the face by Electro's opposite hand, freeing his left hand from Spider-Man's grasp before elbowing him in the face, breaking his nose.

"GAH!" Spider-Man gasped before he avoided the next attack blindly due to his Spider-Sense. He knew that he had to get off his back or else he was toast. So, he webbed a building ahead of him through the gap of Electro's legs and pulled himself forward, shooting himself right from under his legs.

Spider-Man then leaped back and floundered back onto his feet. He gently shifted into a fighting stance and concentrated. His chest heaved up and down, feeling not only physically exhausted but also immensely damaged and psychologically exhausted as well.

Once Electro turned around, Spider-Man sprang forward and punched him in the face before wrapping his legs up with webbing and kicked Electro in the face with a reverse heel kick. Without even thinking, Spider-Man bounced up and kneed him right in the jaw, sending him head jerking up and elbowed him right in the back before kneeing him in the stomach.

Electro spat out a blob of blood and saliva from his mouth and just then, he was sent flying into the glass from the building behind him.

Spider-Man took a deep breath after that and stood straighter. He didn't know how he was reacting faster or how he was getting stronger as the fight progressed, but he wasn't one to look a gift horse in the mouth. He was even able to dodge a blue current of electricity that came flying out of the hole in which Electro was sent through. However, as retaliation, Spider-Man webbed up another car and sent it flying right into the vacant structure, creating an outburst fire.

Electro, from his spot in the partially destroyed building, growled angrily and propelled a surge of electricity from his body, destroying everything within a five-meter radius. He stepped out of the rubble with electricity coursing through his body and threw his hands forward, summoning an even larger current of electricity, aimed right at the motionless Spider-Man.

However, Spider-Man ducked under the blast and formed a wall of webbing that somewhat restrained the attack and it erupted within in it, to prevent even more property damage.

Spider-Man then intuitively vaulted to the side, scarcely skirting away from a bolt of electricity that came from the sky. However, he was caught in the blast radius and was sent hurling to the side a bit.

Electro observed the spider-ling with open confusion, wondering how he went from absolutely clobbering that clown, to then losing ground? Spider-Man was actually holding his own against him, which didn't make any sense whatsoever. The fact that he seemed to be getting even better as time went on, didn't make sense either. His technique was getting sharper, his attacks were getting more powerful and his senses were getting even more focused.

Spider-Man rolled over onto the ground before ordering himself to quickly get back onto his feet. He did so within a second and did a backflip before landing back on his feet. He was still breathing decently heavy; his stamina was starting to wear thin.

Electro was moderately sweltering as well, but he wasn't nearly as tired as Spider-Man, as he only just started trying and only just now started to exert himself. However, Electro's eyes widened in surprise as Spider-Man sprinted very quick speeds and threw a spinning heel-kick, but he was able to dodge the attack and promptly grasped onto his foot. He then threw Spider-Man to the side before convoking another wave of electricity before launching it at the airborne mutant. However, Spider-Man was just able to avoid the attack as he barrel-rolled midair and the attack sailed off into the sky. But, once he finished his barrel roll, he threw a broad web-attack towards Electro and it hit, sending him flying into a wall, completely stuck on the brick wall.

Spider-Man wasted no time and as he launched two ropes of webbing that stuck to the wall beside the struggling Electro and hauled himself forward. His feet harshly crashed into his unguarded stomach, sending him plowing through the wall.

The building rumbled before unevenly collapsing in a giant smoke cloud. Spider-Man exhaled out a sigh of relief after a few seconds of calm silence.

Moderately with a groan of agony, Spider-Man shot a web up to another building and swung himself up at a slow, and disturbed pace. He repeated the process until he made it to his Aunt and Uncle's place.

Once he arrived, Spider-Man opened the window and fell inside, knocking over various things along with him. That got the attention to the occupants of the room, who was both Gwen and Cindy, who were suited up and were just about ready to go out.

However, once they saw Peter crash into the room, bleeding, burnt and his suit in tatters, they immediately rushed over and squatted down to him.

"Peter! Are you okay?!" Gwen asked speedily, on the verge of panicking and Peter slowly ripped off his mask, revealing his already bruising and bleeding face.

"Oh yeah… just peachy," he mumbled as he sat up slowly with the help of both Gwen and Cindy.

"We need to get you to the hospital," Cindy said, but Peter just shook his head and winced as his charred back touched the wall. But he got over the pain and looked at her before shaking his head once more.

"No, I can't. These wounds would have killed a normal person and I don't want to bring this on Aunt May and Uncle Ben." Peter declined before cracking a smile. "Besides, I think my accelerated healing is starting to kick in."

Just as he said that Cindy brought a large, white towel from the bathroom and started wiping off the blood from his wounds. However, once she slightly finished cleaning the blood off his bare bicep, she saw that the large slash that the blood came from, was very slowly sealing up.

Cindy guessed that it would completely heal within ten-twenty minutes maybe, so her worries died down immensely. But that didn't stop her from cleaning the blood from his body.

"What happened?" Gwen asked seriously after a few moments. Peter looked at her before sighing heavily.

"I may or may not have fought a supervillain." Pure silence followed after that and Peter nervously chuckled.

"You… what?" The two girls asked together, growling as they did so, and Peter nervously chuckled once more.

"Yeah—," he stopped as he and the girls heard what was going on the TV. Gwen and Cindy turned to look at it while Peter just stared at it from his spot. However, he did gulp as they looked at it.

"Here you see, the vigilante that is going by the name Spider-Man stepped in and stopped the villainous reign of Electro. He is just now being taking into a supermax prison. Spider-Man appeared underhanded during the fight, but during the end, he somehow pulled out a miracle and beat Electro, undoubtedly saving the lives of many." The news reporter said as the fight between Spider-Man played and he was in the top right corner of the screen and the fight was taking up the majority of it.

Gwen and Cindy both internally and externally winced whenever Peter got hit and especially when he got thrown through a gas tanker. Plus, when he got out, they wondered internally about how he survived. But once the fight progressed, they were even more surprised when they saw him actually begin to hold his own and was even able to beat Electro.

"I know I may have said… less favorable words about Spider-Man," The reporter continued, but in a more emotional and solemn tone. "But today… he proved to me, to us, that he would not only put his own life on the line to save us—this city… but he also fought and defeated Electro, a feat not many could say they did. "

They all watched on, with Peter staring at the screen in shock, as he never really expected a reporter to go on the record and say this about him. But he listened even further.

"But I think it's time to welcome the Spider-Man. He most likely lives here just like the rest of us and he made it known today, that he's here to stay."

"My name is Adam Burk, and this is Channel Eight News."

With stunned silence, Peter smiled a bit. "Today was a weird day."

"You don't say." Gwen and Cindy said simultaneously, and Peter looked at them, a bit weirded out.

"Can you stop doing that? You're creepin' me out." Peter asked, but when he received a deadpan look, he dropped the nervous act and released cough, trying to reclaim whatever dignity he could before speaking.

"Look, I was on patrol like always and guess who I saw trying to fry a bus full of people?" Peter asked as he crossed his arms over his chest. At Cindy's raised eyebrow, he continued. "Electro. Yes, I do admit stepping in was a bit reckless and I could have let the Avengers handle it."

"And you should have." Gwen interrupted before Peter looked at her with eyes filled with anger and frustration and suddenly, she knew she made a mistake.

"And what? Let the people die?" He asked before quickly standing up and sized her up, his fists clenched so tightly that his nails may have broken passed the skin. "What then? Let the Avengers take care of him after he kills two dozen people? After he vaporizes the school down the street?"

At Gwen's increasingly guilty and conflicted expression, Peter stopped and stared at her for a long moment before sighing. "Look... Gwen… I'm—,"

"No." Gwen stopped him as she pointed her open palm at him. "No, no… you were right to do something… and I shouldn't have forgotten that." She admitted and Peter once again tried to speak, but she interrupted him. "I forgot why we even donned the tights in the first place and I—," this time, Peter interrupted her.

"Hey, look." Peter stopped her with a tiny smile. "I know you're at fault, I'm just saying that you don't need to go over it. I know," he said with a false humble tone.

Both Cindy and Gwen looked at him before the latter looked down. "Dick." She muttered quietly under her breath and even though she knew Peter would hear her anyway, and it was confirmed when saw the corners of his smile twitch upwards for a slight second.

"Listen," Peter started, his smile vanishing and his posture stiffening. Both of the girls stared at him, noticing his changed demeanor and did as requested and listened. "The reason I'm not like Electro or anyone like him is because I see the terror that he inspires into people."

"Good people—people who do things for this city—for this planet and I want to be one of those people that can inspire hope and peace. I may not be a peacemaker, a pencil pusher or a handshaker up at DC, but I'll be the person the people look up to when they fear of the day that might come when the bad people try to hurt them or everyone they love. I'll be there, and I'll never change… because that's who I am…"

"Because that's what Spider-Man stands for."

So, what'd ya think?

As you can tell, this is very much an AU (I think anyone who's read either the comics or watched the MCU know that) and the reason for that, is because I want to have flexibility while making this fic.

You all know that Peter in this fic is very, very different from the normal Earth-616 Peter. His personality is different; he's calmer, more confident, resourceful. I know that I already explained Peter's powers and the powers that granted him on top of his normal spider abilities (did I tell you all about the organic webbing? I don't think I did. I know, I'm a cheeky bastard. You all can start bowing before me.) and the reason for that is:

I can't tell you all everything, now can I?! If I did, all the surprise would be gone, and you readers would know everything before the fic even started. So, I couldn't have that and decided to throw you all a curveball. Not a huge, totally unexpected curveball; but one nonetheless.

Now, I know Peter's natural and previously hidden Mutant Abilities are totally broken and unfair. I get that. But understand this; he won against Electro because of his will to survive and prevail, but also the adaption part of his powers. He only won because of those two underlying factors. He adapted to Electro's fighting style and began subconsciously projecting the patterns of his way of attack. So, Peter had that programmed into his mind and his body began adapting as well, strengthening itself as it fought, even as it took a beating.

Peter, the longer he fights against an opponent, the less likely the opposing opponent has a chance at winning. His power copying abilities, that are much like Rogue's but more controlled and permanent, mind you, do work and he copied Electro's powers, but he hasn't realized that he can copy powers and that even has Electro's Electricity Manipulation and Projection his Electricity and Microwave Absorption, and his limited Magnetism Manipulation and Limited Status Effect Inducement. He has no idea he possesses such abilites, but he will in the near future.

As of right now, a younger, weaker and frankly inexperienced Electro is around City Block Level and Multi-City Block Level at his best if he were to absorb enough Electricity. However, you have to remember that Electro is not a physical fighter. His pure physical strength is absolutely nothing compared to his power when he uses his Electricity Manipulation. That's how Peter won in the end.

Peter, by the end of the fight, clocks in somewhere between Large Building Level and Small City Block Level.

ZZZ

(1): Aizen's exact hairstyle.

(2): Picture Ultimate Gohan's build from DBZ (not DBS), except a little more buff and a bit more defined.

I hope this clears up things and if you all enjoyed the chapter, I wish you to follow, favorite and review the story. I could always use the feedback; no matter what kind.