AUTHOR'S NOTE: Here we are, the second Marvel Rewrite fic.

I'd just like to point out that the first part of the chappie is inspired the Ultimate Comics.

"Ever heard of Captain America, Foswell?"

Frederick Foswell, a scientist at Oscorp Industries was startled as his boss, Norman Osborn, snuck up behind him as he worked.

"Um... yes, sir." Foswell nodded.

Osborn looked pleased. "Do you know how he got his strength? He started out as a scrawny little kid. So, how did he get to where he is now?"

Foswell stammered for a moment. "The, the, uh... Super-Soldier Serum, sir?"

"Correct. That's why I've brought you here. Your expertise in the field of biochemistry, along with what we know about the Super-Soldier serum, will earn you a place in the history books."

"Sir?"

"You are making me a Super-Soldier Serum." Osborn gave an evil grin.

"Okay... what should I use for test subjects?"

"Well, for now, we'll just use insects and arachnids, then monkeys, then humans." Osborn took out a box with the number 42 on it. "In here is a spider. And, it's poisonous, too. So be careful with it."

"I suppose I should use this to begin trials on, once I've made a prototype serum?"

"Yes. Before you do so, however, you are required to tell me beforehand."

"Yes, sir."

One month later, Foswell had something. "Sir, I think we have something."

Osborn came over to look at the chemical Foswell had concocted. "Excellent. Inject it into the spider specimen I gave you a month ago. We'll use it to see if the serum works."

"Yes, sir." Foswell took out a needle and took a sample of the chemical. He then proceeded to find the aforementioned spider, take it out of its clear plastic container, and inject the serum into it.

He then returned the spider to its cage, and decided to call it a day.

Peter Parker absolutely hates bullies. Especially the one he was stuck with, Eugene "Flash" Thompson.

Every day, Thompson made sure that Peter had at least one wedgie and one swirly per day.

One day, Peter was having one of the latter, courtesy of Flash and his goons.

"Come- glub- on, you guys! You're- glub- messing up my hair!" Peter yelled back in between dunks.

Flash laughed. "Come on, Parker! You gotta look good for the field trip today!" Then came another swirly.

It might be worth mentioning that this was the day of a field trip Peter had been looking forward to for months: The Oscorp facility in Manhattan.

Peter was relieved that they could finally go, since the trip had to be put off while the city was repaired from the fire monsters' attack. Thankfully, the Avengers were there to stop them.

Anyway, Peter had one last swirly, then was left dripping in the stall.

Two hours later, a school bus from Peter's school, Midtown High, arrived in front of Oscorp Industries.

Peter looked out the window and gasped. The building looked magnificent.

The class got off the bus, were welcomed by a tour guide, and led to the first room.

"This is our biogenetics lab, where we try to genetically enhance the human race as we know it. Our work was inspired by the Rebirth Project of the 1940s, which produced Captain America."

Peter turned his attention to his hand, where he felt something ticklish on his hand.

It was a spider. But this spider was different. It was glowing green in its veins.

And it had large pinchers, that were inching toward Peter's hand...

CHOMP.

AUTHOR'S NOTE: Short, but it's good so far, right?

R & R!