Disclaimer: I do not own Spider-man or any marvel related characters.

Chapter 1: In the Beginning

His name was Peter Parker. He was an average everyday 15 year-old. People made fun of him in school and he was always the victim in pranks. He had short brown hair, he had hazel eyes, and also he wore glasses. Peter had an aptitude with science and math.

He lived in a small house in Queens. But what was not ordinary about Peter was he is parentless. He lives with his Aunt May and Uncle Ben. His whole family is very poor; he was never given the same life many people his age have had.

But Peter got a chance that most people on the face of the planet would want and he abused it…

At his home…

Peter had woken up to the loud beeping of his alarm and stared at the roof he immediately thought, 'I wonder how my experiment is going.'

He walked over to a couple of beakers containing different chemicals. In the middle was a mixture of the chemicals, 'No progress.' He thought to himself.

The combination was a white color, and it was a liquid. Then he continued with his thought progress, 'If I am ever going to create this adhesive then it should be now, I need to help out my family somehow.'

Repeating this thought he walked down the stairs to eat breakfast, he then said as he reached the bottom stair "Good morning Aunt May, Uncle Ben!"

"Good morning Peter, come over here," said Uncle Ben.

Uncle Ben handed him a plate, "Eat up Peter!"

"What about you Uncle Ben?" he asked.

"I'll eat at work Peter I'm fine," he responded.

Then Aunt May walked over, and preceded to hug Peter, "It's okay Peter we'll eat later."

Both Aunt May and Uncle Ben had gray hair, and blue eyes. They looked at him.

Then he ate.

"Well head off to school Peter," said Aunt May.

"Bye," he said briefly and left.

Later on at school…

"Today we will be visiting the Oscorp Laboratories, so be on your best behavior while representing the school!" said the Teacher of Peter's science class. Dr. Curt Connors.

He was probably one of the only people in the school that respected Peter, except for Harry of course. Harry Osbourne happened to be his only and best friend at his age another was Mary Jane his redheaded next-door neighbor. But whom Peter was thinking about was Gwen Stacy, she was the most beautiful person in his class. But since everyone picked on him, it was unlikely to happen.

He stared at the back of her head it was a nice shade of blonde.

Then Dr. Connors interrupted his thoughts, "PETER, we don't want our best pupil staring off into space do we?"

"No Dr. Connors I was thinking about what would make my adhesive I have been working on, well work," he lied, he hated lying to people who respected him.

"Well it's time to go class, leave your things here you can pick them up when you get back," said Dr. Connors.

Harry walked over to Peter and said in a mocking tone, "Peter we don't want our star pupil staring off into space!"

"Harry…" responded Peter.

"I'm just kidding Peter it's fine," he replied, "In fact I wasn't paying attention either, hope you will enjoy the visit to my family's company."

One other thing was Harry was a lot richer than Peter. But, Peter never let that bug him.

Then Mary Jane ran over to Peter and Harry, "Hey guys! We had better get going."

She smiled at Peter and they walked out of the door. Soon they caught up with the class, who had just arrived at the bus pick up area. There was two buses, Peter, Harry, and Mary Jane all got in the same bus.

But, it was a bad idea; Flash Thompson and Kong were on the bus. Then Flash yelled to Peter, "Hey Puny Parker why don't you come sit next to your old pal Flash!"

They immediately got to the back of the bus and sat down.

"Peter you would think a target was on the back of your head huh?" simply stated Harry.

"Yeah you would," said Peter in a very out-there voice.

"Seriously, Flash needs to grow up," said MJ.

Several minutes later…

Dr. Curt Connors stood up, "Class we are here at the Oscorp Laboratories, don't touch anything unless given permission!"

Then everyone filed off of the bus in about two seconds. They definitely wanted to get off.

"Might I introduce you to a good friend of mine…Norman Osbourne!" exclaimed Dr. Curt Connors.

"No need Connors, I am going to be off, I'm sure one of the tour guides will show you around," said Norman, his figure was menacing and he was wearing a business suit.

He walked away from the class and got in a helicopter. The helicopter took off flying to some destination that was unknown to both Dr. Connors and the class. They stood there for a few seconds until a tour guide walked over and said, "Dr. Connors class this way."

She started walking towards the laboratories, the class and Connors followed. They walked through a few sections until they came upon a section that held all of the successes.

"Dr. Herman Schultz here has invented a machine to help with demolition," said the Tour guide.

He was wearing metal boots and gloves that looked very technical. He was shooting some sort of sound wave at the huge rock used for practice.

The rock shook a bit and then shattered. He had a helmet of some sort on so it was hard to see him, but he was built like a weightlifter, and wore the trademark lab coat of Oscorp.

Then Dr. Schultz walked over, "These machines on my arms and legs will be used for demolition in the future, the ones on my arms destroy the building, and the ones on my legs shatter the remainder on the floor, they also can propel me into the sky."

"Well let's not keep Mr. Schulz off his work," said the Tour guide.

Herman turned around and blasted another rock, by pressing a button on his high tech gear; it covered most of his arm. The rubble scattered, he disintegrated it by pressing a button on one of his arms.

They came over to another station; a man with Octopus like arms was working on a machine. The octopus arms were made of metal and were on a harness attached around his waist. Each arm would transform into the right tool for each thing he did. He was also multi-tasking. His human arms were writing on paper.

"This is Doctor Otto Octavius, one of the most promising scientists here," said the tour guide.

"Finished!" exclaimed Doctor Octavius with delight.

"Otto what are you working on today?" asked Harry.

"It's a beam that fires energy that will pass through organisms not harming them but walls, and non-organic things will be vaporized as long as it is a target," said the Doctor he wore sunglasses and had brown hair. He was on the chubbier side, and was wearing a lab coat.

"In the future it will be used for police work, undercover work in war, and to enter buildings without alarming people," said the Doctor, "It fires an energy, but it doesn't harm organisms…a test is in order isn't it?"

One of his metal arms grabbed a jar, its three pincers holding on to it without it shattering. The jar contained a spider.

"These arms are for more delicate work my clumsy human arms can't do, they are resistant to very high temperatures, magnetic energy, and electrical energy," said Dr. Octavius, "They are controlled telepathically using the chip on the back of my neck."

He pointed it out, "I can take it off any time, to stop using the arms."

He grabbed the lid of the jar and unscrewed it with a human arm the metallic arm came over the top and transformed so it had two pincers.

"The reason they transform is a technology I developed nano technology it is a adapting technology, it will adapt to the tool I need when I think about it," he stated.

The two pincered metal arm picked up the spider and set it on a chunk of metal, "Now to aim it."

One of his other arms was setting up the beam and aiming it at the metal behind the spider. The beam was ready.

Then Peter raised his hand.

"Yes?" asked the Doctor.

"Doctor Octavius Are you sure this energy is stable?" asked Peter.

"Don't worry it is quite stable," said Otto.

Then the arm setting up the controls lost the pincers and pressed the button to fire. As soon as the button was pressed it reverted.

The beam fired it hit the spider, and seemingly did nothing. The metal behind it disintegrated. Then the spider hopped away unnoticed.

"A success!" yelled Dr. Connors.

"Truly magnificient," applauded Herman. He had seen the demonstration from his station.

"Thank you," smiled Doctor Octavius.

They moved on to the next station, which was a man working on a robot of some sort.

Peter was a little distracted he was thinking about the spider, and what might have happened.

Where the spider was…

It had made it to the roof of the next station very fast, and then started to lower itself down on a web. Peter moved right where the spider was going to land. It landed on his shoulder and crawled down very quickly. The spider was unnoticed by everyone. Then it got to his hand and sat for a moment.

The spider needed something to sustain itself. It bit into Peter!

"AAAAHHHH!" yelled Peter and he fell to the floor. He went unconscious.

Flash, and Kong were laughing at him as his eyes closed…

Next Chapter: Power