DISCLAIMER: I DO NOT OWN ANY OF THE CHARACTERS USED IN THIS FANFIC!

Note: Hey! This fanfic is partially based off 616, Ultimate, and the movie Spider-Man. I'm giving a shout out to ZeroBen, who partially inspired me to write this new Universe that I'm labeling as Earth-1470. I also decided to write this Universe so it gave me freedom to write whatever I want, whenever I want, because I plan this to be like the actual two companies (DC, Marvel) and will have many different series. Most people tend to be afraid of new, and big changes, but people liked the Ultimate Universe so I hope you'll like this one because as you'll soon see: there are some big-ass changes! And of course other things do not change, like Peter's name and appearance.

INFINITE SPIDER-MAN

Great Power Part I

August 1, 1996, New York City

General Nicholas "Nick" Fury strolled through the corridors of an extremely bright facility. Light of all different colors seemed to come from the walls and in some cases they were indeed being produced from the walls. This building was the secret government agency, SHIELD's, most active research center, best known in the government for their study and (hopeful) reproduction of the super soldier serum created by the Nazi Party.

The black man hurried through a pair of large black, steel doors into a room lit just like the outer hallways. Inside the room was a large assortment of computers, microscopes, telescopes, and other scientific gadgets. A lone scientist was typing frantically into a computer, his slim frame shaking from the amount of days straight he had worked.

"Dr. Parker," Nick Fury greeted.

The man didn't stop typing but responded, "Hello, General Fury. To what, do I owe the honor?"

"I…I'm sorry, but I've been sent here to shut down your study," The head of SHIELD stated, getting right to the point, "It's cost too much and hasn't paid back."

"What?" The slim, Caucasian man exclaimed, turning around, "How can they? I'm a few days away from the finding the answer about if there is in fact intelligent life on other planets! I'm almost done! Tell them to give me a week."

"Dr. Parker, this is your fifteenth week. You're not getting another week. You're not getting any closer. Every week you've said that you're a few days away. Every week you say you just need a little more time," Nick Fury said aggressively.

"And…every week I am almost finished. Director, come here," Nick Fury walked over to Dr. Richard Parker and looked at the computer screen, which was showing a line constantly rising and lowering, " See that? That amount of radio waves produced in that area of the Provirus Solar System. That's almost exactly the same amount of radio waves we produce. That must mean that intelligent life lives somewhere in that solar system. This was recorded a week ago. I left for a while, having not been able to pinpoint the exact planet the waves were coming from, to my pregnant wife and to get a few hours of sleep. I come back just five hours later and look," The screen suddenly flashed forward to what was recorded as 5:32 later. The line had disappeared from the screen.

"No waves?" Nick Fury stated.

"No waves. It's almost as if something, something big and powerful, kills them, intelligent life, off before I get a chance to find out if they do indeed exist. I doubt this thing…if it's real…does it just to stop me from finding E.T.'s but I can just tell that something big is going on. And I'm really close to finding out what it is. So, please, don't let them do this to me," Richard looked up at the black man.

"I'm sorry…but I have to."

Suddenly the computer started flashing and a loud alarm came from it.

"'The hell is going on?" Fury asked.

"Oh my God!" Richard turned to his computer happily, "It's found something…"

"It's found what?"

"My God…something is moving directly towards the Earth. Something small and round…" Richard was staring at the computer as assorted 1's and 0's rolled across the screen, "It's producing some sort of energy…some sort of cosmic radiation…it appears to be a…capsule of some sort, but I can't tell what's inside."

"When is it going to arrive?" Fury asked, suddenly interested.

Richard sat back in a chair and sighed,

"About fifteen years…"

August 21, 2011, New York City

Peter Benjamin Parker's life was finally going exactly like he wanted it to. He had a great best friend (whom he's always had.) He he'd asked out the girl of his dreams, Liz Allan, and she had said yes. He had a class field trip to Oscorp the next day, where he would be able to examine some of the newest and coolest things being produced by his best friend, Harry Osborn's, father, Norman Osborn. He hadn't seen Flash all summer. His birthday was tomorrow and best of all, he'd gotten a summer internship at the Triskelion, where some of the biggest and most top-secret government studies happened.

And that's all Peter could think about as his Uncle, Benjamin Parker, drove him to school for the first day of the new school year, which also so happened to be his freshman year at Midtown High.

"Peter, you're sure you have everything?" His Uncle Ben asked for he tenth time.

"Yes," Peter sighed.

"And everything's fine?"

"Definitely! Today is where everything's going to change for me; I can just feel it! High school's going to be different," Peter said as they stopped in front of the school.

"Alright…" Uncle Ben stopped for a minute and then turned to Peter, "Look at me, son."

"Huh," Peter questioned while turning to his elderly Uncle.

"You're beginning to look just like your father…all grown up," A tear came to Peter's Uncle's eyes.

"My God, Uncle Ben! I'm fifteen! Stop going all soft on me!" Peter exclaimed while exiting the car. Peter had lived with his Aunt May and Uncle Ben for as long as he could remember. They'd never gone into detail about what happened to his parents and Peter never asked. It wasn't important to him because Uncle Ben and Aunt May were like his father and mother.

"Alright, Peter, I'm sorry," Ben sighed, "Have a good day at school, kiddo!"

Peter's choice of response was a groan. Ben chuckled and drove away.

A grin formed on Peter's face as he started to enter the high school building. This is where everything changes. Now I'm going to be cool…

And then…

He slipped.

"Hahaha! Puny Parker tripped over his own feet!" Flash Thompson, Peter's constant torturer, shouted while high-fiving his friends and laughing.

Suddenly a rough hand was lifting Peter up from the ground, "C'mon Pete, we're in high school now. You can't just go around looking like an idiot everywhere you go," Harry Osborn, Peter's red headed best friend stated.

"It was an accident…I…" Peter went completely silent when he saw Liz Allan approach him.

"Are you alright, Peter?" The gorgeous blonde asked.

"I…yeah, Liz. Thanks for asking. I just….uh…fell," Peter said dumbly.

Liz just giggled and replied, "So, are you still up for Friday night?"

Suddenly Flash was standing right by Liz, very interested in the conversation, "What? You're going on a date with Parker?"

Peter didn't want to be caught in the middle of this so he began to sneak away.

"Unh uh, Parker. You come back here," Flash grabbed Peter by the collar, "What's going on here?"

Liz responded angrily, "He asked me out and I said yes!"

"What?" Harry and Flash exclaimed at the same time.

"You asked a girl out?" Harry shouted.

"You asked my girl out?" Flash exclaimed.

"I'm not your girl, Flash! I can date whoever I want to!" Liz got into Flash's face.

Flash turned to Peter now, "Oh, Parker, you're through! You got Liz all mad at me because of you," Flash started to pick Peter up.

Peter, who had been silent this entire time finally said, "Flash, let me down. I'm sick of you constantly being a dumb ass and messing with me and Harry! I asked out Liz, so what?!" Peter pushed Flash away.

"That's it!" Flash began to swing his fist back and Peter prepared to duck under it, like he had done so many times before.

"You delinquents stop fighting!" Mr. Harris, the History teacher, exclaimed.

Flash stopped midway through his punch and after Mr. Harris motioned directly to Flash, he followed the elder man. Before he was even two steps away, he whispered, "You want me to stop, Parker? Meet me in the parking lot right after school."

And suddenly Peter Parker's life wasn't going exactly the way he wanted it to. He knew Flash was going to kick his ass. He knew he had no chance of winning this fight and if he tried to get away everyone would think of him as a coward and Liz… she wouldn't go on a date with a coward.

So for the next couple hours, Peter sulked. But despite all of his sulking he still managed to "wow" all the teachers by his intellect. Peter Parker was in fact the smartest kid in the entire freshman class, possibly even in the entire school. And Peter ended the day feeling good about himself and had almost completely forgotten the fight with Flash and was walking through the parking lot to go home, when…

"AGGH!" Peter hit the ground hard. Flash had snuck up behind him and punched him in the face and Peter's glasses had broken at the ridge on impact. Peter's nose had begun to gush blood

"So, Puny Parker, you thought you could get away?" Flash was grinning mischievously.

Peter had to make up a lie, and he had to do it quick, "Nah, I just uh…thought you meant the other parking lot…"

"I'm sure," Flash said sarcastically while picking Peter up, "So, you cancel your date with Liz?"

Peter noticed that all of Flash's lackeys from the football team were beginning to surround him. Harry and Liz were running from the school towards Peter.

"Flash, what the hell are you doing?" Liz exclaimed.

Flash let go of Peter for a second and turned to Liz, "I'm just teaching him a lesson, baby," All of his lackeys nodded in agreement. Peter knew this was his chance. He swung his fist back and punched Flash on his right cheek.

"Ow! You bitch!" Flash turned to Peter, holding his cheek, "You're going to die!"

"Flash, stop!" Liz exclaimed as she and Harry tried to hold Flash off of Peter. Flash's lackeys pulled them off and held them away as Flash lunged at Peter.

He full on tackled Peter and when they hit the ground, all the air seeped from Peter's lungs. Flash began pummeling him till his fists were covered in red. He stopped and then stood over the beaten and bloody Peter Parker.

"That'll teach you," He said and he walked away, grabbing Liz by the arm. His lackeys followed him. Liz looked over her shoulder, tears sliding down her face, "I'm sorry, Peter," She yelled.

Peter stood up and grabbed his broken glasses, "Damnit," he whispered.

Harry walked over to his friend and put a hand on his shoulder, "Dude, I…"

"Just leave me alone, Harry." Peter grunted, pushing Harry's hand off his shoulder. He walked past his friend, Harry simply looking on, an expression of sorrow on his face.

He'd been beaten again. His glasses were broken again. He had another bruise to tell his Aunt about. Peter's life wasn't going well at all...and not to mention everything was "fuzzy" because of his broken glasses so it took him a full hour to find his way home.

After arriving home, eyes blotchy from crying, Peter was glad to find nobody was home. They probably went looking for me, he thought. He walked up to his room, opened a drawer and pulled out another pair of glasses. He was used to having broken glasses.

He then hurried to the kitchen to find the first aid kit so he could fix himself up. After patching up his face and beginning to ice his nose, he found his cell phone hidden under all of his dirty clothes in his room. He pulled it out, flipped it open and dialed his uncle's number.

The phone rang only once before it was answered by his uncle, "Peter, where are you?" Uncle Ben sounded worried.

"Home. Sorry, I…had some issues at school…it took me a while to get back," Peter told his Uncle Ben.

"And you're alright?"

Peter sighed, "Um…yeah," He lied.

"Alright, we'll be home in a couple minutes."

"Cool, bye," Peter said and he hung up.

"Oh God…they're going to kill me…"

After waiting for ten minutes, the door creaked open to his house and Peter's Aunt May and Uncle Ben hurried inside. Peter walked up to them, trying to shield his face with his hand the whole time.

"Hey," He mumbled.

"Peter, Oh My God! What happened to your face?" Aunt May exclaimed, running to her nephew.

"Nothing, it's just…"

"Did that horrible Flash Thompson do that to you?" Aunt May examined his patched up face.

"I…no…yes…" Peter pulled away from her, "This was something I had to do…"

"You had to do…you got into a fight with him?" Aunt May exaggerated "fight" like it was the most unholy thing in existence.

"Aunt May…" Peter turned to his Uncle.

"May, this was something he really had to do. I can tell from his eyes. It's a man thing," Ben grinned at his nephew. Peter smiled back.

"But, Ben…"

"No, buts. Lets pretend like this never happened, okay?" Ben said.

"Alright, but let's at least get you some better medical attention, Peter. You didn't do the best of jobs," May said kindly.

"Actually, Aunt May…I was going to wait till you got home…but, I…I want to go out." Peter couldn't stand being with his adoring and babying uncle and aunt anymore.

"What…why? No, of course you can't!" May exclaimed, grabbing onto Peter.

Peter looked to his Uncle again.

"I'm with your Aunt on this one, son. It's getting late…" Ben said.

"No…it's…" Peter began to get mad, "I'm fifteen. I just got my ass kicked for the zillionth time! I need to go cool off, okay?"

"No!" May stated, "And do not use that language!"

"Don't tell me what to do! You're not my parents!" Peter shouted. His Aunt and Uncle became silent and May let go of him. Peter marched out of the house, slamming the door behind him.

After a few brief minutes of wandering around aimlessly, Peter had decided to go to the playground by Midtown High. It was usually abandoned by this time and it was where Peter always went to think. And indeed he couldn't think straight until he sat down on a swing set there. And right then, his entire mind cleared.

"Oh My God…I never should have said that…" Peter realized his mistake, "I'm such an idiot…"

He then thought about everything that had happened that day and how he had made such a fool of himself. And despite all that, he pushed away the people who cared for him and tried to help him. He pushed away Harry, Uncle Ben and Aunt May…

Peter began to cry.

Damn it! I wish I was stronger, faster, braver…a better person...Peter looked up to the sky, a shooting star shot right by, I wish I had power. Great power…

A spider slowly spun down its web to Peter's hand.

And that's when Peter noticed the shooting star was actually heading right towards him.

"Oh shit…" He muttered and he began to run. He ran faster than he ever had before. Could his luck get any worse? A meteor? Falling toward him? Peter managed to exit the playground and right as he did sohe heard a huge BOOM and felt the ground shake under him. Peter collapsed on the ground. He couldn't hear, couldn't think, couldn't do anything for what seemed like hours.

After recovering, Peter stood up, shaking. He looked back at the playground. The entire area was just a huge crater. Right where Peter once sat, right where the swing set once was…lay a large silver capsule.

Peter couldn't believe his eyes…something from space had crashed right there! He completely forgot about all of his troubles and ran to the capsule in nerd-glee. There was a door on it and he tried to pull it open but it wouldn't budge. He looked through what seemed to be a window to see…a humanoid figure. It looked just like a human but its skin was gray. It had no hair and black blood seeped from all over its body. It turned its head to Peter, barely still alive.

And that's when the spider bit him.

"Aagghh!" Peter flicked the spider off his hand. Peter'd been bitten by spiders before that point and none of them had hurt as badly as that. His hand was beginning to swell and he started to feel dizzy.

"Ooohhh…" he said woozily. He felt like he was going to puke.

And then he did…

He threw up for about a minute until there was nothing left to come up. Sirens blared as he wiped the acid off his mouth.

"Crap…" he was still woozy but he began to think about what was the best way to get out of there and was beginning to scratch his head when a single line of string-no, webbing- came out of his wrist. It attached to a tree that was barely out of the crater.

"What?" Peter pulled away and the webbing jerked out of his wrist. As soon as the webs had left his wrist he immediately felt better. Much better in fact. Better than he ever had before…

He began to run…faster and faster…the fastest he'd ever ran in his life. He spotted a broken tree lying in his path. He began to jump over it and…he jumped at least ten feet into the air!

"Oh My God!" He reached his home in no time. He hurriedly entered the house. As soon as he entered he was stopped by his Aunt and Uncle.

"Peter," Aunt May began, "I'm sorry we…"

Peter interrupted her, "No, I'm sorry. You guys are my parents. I was just uh…hormoning out, I guess."

"Well, uh…" Aunt May examined her nephew…no…her son, "You look better, happier, almost like something's changed about you…"

"Yeah, I feel great. Now, I'm going to go up to my room. I uh…have homework to do. And I'm going to make it up to you two tomorrow, okay?" Peter smiled and he quite literally jumped up the stairs.

May turned to Ben and grinned, "He's happy. Whatever, happened out there, I'm glad it did!"

"Yep, it's weird, actually…he seems almost like a new person…" Ben stated, slightly worried, although smiling all the same.

Upstairs, Peter was frantically trashing his room to find his science kit.

"Where is it? Where is it?" He shouted, frantically looking through drawers. He caught a glimpse of something green under his bed.

"Of course! I left it under my bed!" Peter pulled out the neon green box that held his electron microscope and many other scientific tools he used to conduct his own personal experiments.

"Alright…" Peter took out a small needle and poked his thumb with it. A small droplet of blood arose from his thumb. He then let his blood drop onto a glass sheet and he then put the cover onto it. He slid it under the microscope and begun to examine his blood.

"My God…My blood is highly radiated. And my DNA is mutated…it looks almost like…" Peter began to pull his hand away from the microscope but it stuck to it. He yanked his hand away and it came off with a POP.

"Almost like a spider's DNA." Peter sat back in his chair and examined his hands. He noticed little hairs rising on each of his fingers.

"My God…that meteor. It probably produced a large amount of cosmic radiation when it crashed. The radiation mutated that spider. The spider was probably dying from the radiation and because of that it became extremely aggressive. It bit the first thing it saw…me. Now that radiation has entered my blood and mutated my DNA," Peter said it as if it was the most important thought in the world.

Peter began to think, That ship…that alien…they amount to nothing compared to the discovery of this. Iron Man just wears a suit of armor. Captain America is just an enhanced human. The mixing of the two DNA's: spider and human…that's huge! And now…what am I? Am I a mutant? I sure as hell am not a man…no, no…now I am a…

Spider-Man.

NOTE: I hope you enjoyed this. And yeah, Peter's origin is really different than before and I plan to make if differ even more from 616 and 1610! The next issue will probably be longer and better! Also, this takes place after the first arc or two of Iron Man, possibly after the first arc of Hulk and Captain America is currently close to being found! I'm going to start setting up for Spidey's super villains next issue, give you a little bit more of Pete's parents' past, and be prepared…Spider-Man is going to make huge mistakes and create the suit next issue! Hopefully the next issue will be out in a couple of days to a week. Also, please R&R to tell me what to do better! I'm always open to criticism! And here's a little hint-hint for the future (who knows when that'll be): Eventually Spidey's going to have a team up with everyone's favorite 4 person super team to stop the threat that Peter's father was discovering! And Spidey's first real super villain is another arachnid…and a pissed one at that!

Next: Great Power Part II