Disclaimer: Spider-Man, and all other Marvel characters are owned by Marvel Comics. I do not own the characters that appear in my story.

Chapter 1 - Fate

"W...Where...am I? *cough* Can't...hardly breathe! Need to...get out!" The individual takes a second to look at where he is confined. He is in a cylindrical tube of some kind that is see through in the front. He can make out that he is the only one there, and that it's a high tech facility. He doesn't take long to bang with his gloved fists against the see through material, as it slowly begins giving way, before being launched to the other side of the room he is in. The figure falls down to his hands, and knees gasps for air, and when he uses his voice for the first time, it comes out raspy from disuse.

"What...is this...outfit I'm wearing?" The individual looks down, and sees he's wearing a red, and blue costume with a large black spider emblem in the front with it's legs wrapping around his shoulders, and mid section. His gloved hands have a web design on them as well as his upper body, and boots. The mid section of his costume is blue, and there's a belt of some kind around his waist. He was still disoriented, and stumbling a bit with one of his hands resting on his masked forehead as he walked over to the closest reflective surface he could find. "What do I look like...I can't remember." The figure ambled to a clear metal wall of the room, and saw his mask for the first time. It's red with the same web pattern as the rest of his costume, and the eye lenses are small, and white with thick dark edging around them. He takes his mask off to look at his face.

He sees he's Caucasian, and in his late teens. His hair is clean cut, and brown in color with a tuft of black hair in the front. His eyes are hazel in color, with a red ring around his irises. The figure touches the face reflected in the metal surface in confusion. "Who are you?" Then images, and flashes of memories attack his mind sending him to his knees screaming in pain. He sees faces...a beautiful blonde haired girl smiling at him. Someone blowing cigar smoke in his face ranting about some menace to society. Things that don't make sense...animal themed men attacking him...Vulture, Octopus, Rhino, Scorpion...Jackal! "Arrrrrgggghhhh!" The young man collapses from all of the memories flooding his mind, temporarily overloading it.

He didn't know how long he'd been unconscious for, as he slowly sits up to bring himself into standing position. He takes his mask off of the floor, and puts it in the belt around his waist. "I'm...Peter Parker? No...I'm Spider-Man!" Peter closes his gloved hand into a fist. A flashing screen gains Peter's attention, as a person in a green costume resembling a Jackal appears on the screen, and begins speaking.

"Greetings...son! My name was Miles Warren also known as the Jackal! If you are seeing this message clone 3947-2, that means that I am now deceased. I was a brilliant geneticist who wanted nothing more than to kill your genetic donor, the original Spider-Man! You 3947-2 are my greatest creation! I made you younger! I even improved on your genetic makeup, and spliced in mutant DNA. I have increased your strength, and agility. You don't need web-shooters, because you are able to create organic webbing like a real spider. Your senses are much sharper than before. This is all done for one purpose...to have you kill Spider-Man! Your conditioning will have you seek out the original, and destroy him! Your probably wondering where the secondary genetic sample came from. Well, I can't give you all the answers now can I, son? HA-HA-HA-HA!" The viewing screen went blank at this point, and Peter's gloved fist went through the screen sending sparks flying, and pieces of screen falling on the floor.

"RRRRAAAA!" The angry scream of the young clone of Peter Parker echoed throughout the empty facility. He began destroying the equipment, and tearing out large chunks of the main panels lifting them over his head, and throwing them with authority into more equipment causing a chain reaction of explosions to occur. A fire was breaking out, with the dark smoke starting to burn the clone's lungs.

The flames were growing in size, and were cutting off all the escape routes from the large room. Peter's head shifted from side to side searching for some way out. Memories not his own passed before his eyes showing an older Spider-Man scaling the walls like a spider. Young Peter shook his head to clear his thoughts. He looked up, and spotted a grate on the upper wall used to circulate air into the room. Peter leaps above the flames before they could reach him, and wall-crawled over to the grate, and used his strength to rip it open. Peter crawled through the air vent, taking lefts, and rights when necessary until he came to a dead end, with another grate lying beneath him. He punched the grate, sending it crashing to the floor, and lowered himself down.

He could see the facility's exit up ahead, but there were large two crab like robots with gun turrets of some kind guarding the exit. "I want my freedom, and these tin cans won't stop me!"

The robots begin to activate, and laser sights start to zoom in on the young clone of Spider-Man. Soon the room is filled with laser fire, as the memories of the original Spider-Man guide him. The spider-sense allows him to predict where the lasers will hit, and his speed and agility does the rest. Spider-Man leaps on top of one of the robots, and uses his strength to point the turrets at the other robot. It shoots laser fire that takes out the other robot's turrets. The crab like legs try to stab Spider-Man, but he grabs one, and rips it off at the base. Peter uses the metal leg as a weapon, and bashes the other legs trying to get him. The robot's circular body falls to the floor from it's lack of balance. The other robot rushes over on it's crab like legs to attack Spider-Man, another memory surfaces of the original Spider-Man using his webbing. Young Peter moves his two middle fingers inwards towards the palm of his hand, and sticks his other fingers, and thumb out straight. He points his hand at the downed robot, and thick webbing releases from his wrist area and sticks to the main body of the robot.

Young Peter has a firm grip on the end of his webbing. He uses his spider strength, and twists his upper body, and swings his arms towards the approaching robot. The other webbed robot is sent directly into it's path causing a collision, and both of the robots impact against the far wall with a loud explosion. Spider-Man leaps back to avoid the flying debris, and the explosion that followed.

Spider-Man ran through the flames covering the exit, and took his first breath of freedom from his captivity. The sun shone down on him, peeking through the large skyscrapers above the streets of Manhattan. Spider-Man put his arms up in the air, and smiled for the first time in his short life. More explosions were happening within the building, and Peter could hear sirens coming closer to his area.

People on the street were staring, and pointing at him. Some were taking pictures of him using devices, and others were on cell phones calling the police. "I have to get out of here!" Spider-Man shot a web-line at a large building close by, and leaps high in the air swinging away before the authorities arrived.

In another part of New York - Sunset

The young clone of Spider-Man is perched on a ledge of a high rise building. He looks down at the city that he knows only from memories that are not his own. "I'm his clone, but I feel different. I have his memories...Uncle Ben, Aunt May, Gwen, Felicia, Mary Jane. Their images are as clear as crystal in my mind, but this is someone else's life...not mine! Your last act against Spider-Man failed Jackal! I'm free, and I will live my own life!" Young Peter thought more about his unique situation. "I don't exist in this society. I'm a clone, and have no real identity. The original is Peter Parker...what does that make me? Jackal said that he spliced mutant DNA with the original's. Does that make me more mutant than human?" Young Peter grabbed his head with both hands in frustration. "What do I do now? Who can I go to that would give me the answers I need?"

Spider-Man's eye lenses focused on a large tower in the distance with large number fours at the top. "That's it! Four Freedom's Plaza, home to the Fantastic Four! Reed won't care that I'm a clone of Spider-Man. If anything, he would probably be chomping at the bit to study me." Peter thought about it more. "No...what if Reed contacts the original, and he wants me destroyed? The original may have changed from the memories I have. I can't risk going to them." Peter sighed, and he assumed a thinking pose. "The Avengers, Dr. Connors...it's all the same! They would tell the original the moment I showed my masked face." Then a memory surfaced in the clone's mind of a familiar white haired. dark garbed cat burglar. "Would Felicia take me in? What is her relationship to the original now? *sigh* The only way I can find out for sure is to just find her, and ask."

Spider-Man stood up on the ledge, and looks out at the darkening sky. Young Peter tries to bring up a memory of Felicia Hardy's last known address. He pictures a skyline apartment with a large balcony not too far from his current location. "Okay! Let's do this!" Spider-Man shouted to ease the tension he was feeling from going to meet the original's old lover. He shot a web-line out to an older building, and swung away with his legs together to give him greater speed, and less wind resistance. Young Peter eventually arrived at the apartment shown in the memories, and released his spider-line, and flipped in mid air to drop soundlessly on the ledge of the balcony.

"I didn't think this through enough. What do I say? 'Hi! I'm a younger clone of your old lover, and I may also be a mutant. Would you please take me in, because I have no where else to go?' Yeah, that will work just great! What was I thinking? This is a mistake in the making." Young Peter turns around on the ledge ready to shoot a web-line to leave, when he sees light through the patio window out of the corner of his eye.

Felicia Hardy had just arrived back at her apartment from a fundraising gala she attended for the Hardy Foundation. She is wearing a black strapless dress that hugged her curves with a faux white fur shawl draped across her shoulders. She put her purse on her dresser table, and took off her black high heels. She was going to take of her dress, when she noticed a familiar figure crouched on the ledge of her balcony.

"Spider...is that you?"

The young clone of Spider-Man slowly turns around. Peter gasps at the beautiful woman in front of him, and memories start to show unbidden before his eyes like a slideshow. Some of the memories are of an intimate nature, and cause the clone to blush heavily under his mask.

Felicia walks out to the balcony, and notices Peter's costume is different from his original. "That's not too surprising. Although, I always had a soft spot for his black costume...then Venom reared his ugly face, and ruined it." Felicia takes a closer look at her old lover. "He looks...smaller...younger..."

Felicia's eyes widen in realization, and she gasps and starts backing away.

"No, wait!" Spider-Man said quickly with his hands up in the air. "I'm not going to hurt you. Please! I need your help!" Young Peter said with desperation in his voice that gets Felicia to stop walking backwards towards her cell phone. "Talk fast, little man." Felicia folded her arms under her breasts causing them to bounce slightly. Peter's lenses followed them for a moment too long, and Felicia cleared her throat. "Eyes up here little Spider...now talk." Felicia tapped the fingers of one hand on her bicep waiting for the young clone to begin talking.

Spider-Man sat on the ledge with his legs dangling, and his hands resting on his knees. He reached up with one hand, and took off his mask. Felicia could tell the subtle differences between the two Spider-Men. "I'm a clone of the original Spider-Man as you already know. I was held captive at one of the Jackal's safe-houses, and escaped from that place several hours ago. He left a video message telling me that I was his 'greatest creation', and that he spliced mutant DNA with the original's. Jackal wanted me to destroy the original, but I want nothing to do with his last wish. All I want is a chance to live! That's all I want!" Peter had his head down, with tears streaming down his face, and his hands clenched around his kneecaps.

Felicia had a shocked look on her face, before it changed to a sad smile as she walked over to the crying, and shaking clone. She placed her slender hand on one of his shoulders, getting him to look up to see her green eyes filled with warmth, and understanding. "I'll trust you little spider, but my trust doesn't come for free." Felicia winked playfully at young Peter getting him to blush, as Felicia giggled. She caressed Peter's cheek, and brought his face up to meet hers. "Say hello to your new partner little spider, because you just hit the jackpot." Felicia said smiling, as she lead the clone of Spider-Man inside her apartment to discuss their new partnership further.

Author's Note: First chapter complete! This idea's been buzzing in my head for a while now. What would a younger clone of Spider-Man do, and how would it effect the original Spider-Man's life, and loved ones? Now, young Peter is under the tutelage of one Felicia Hardy: The Black Cat! :D

Let me know what you think of my new story in a review! Thanks for reading! (^-^)