Disclaimer: Wow. Guess it's fitting that the disclaimer comes before the story. Well, I am not Marvel, Stan Lee or Steve Ditko, so it's safe to say I don't own any of the characters in this story. The plot is mostly mine though.

This is a rewrite of the Spiderman mythos, the way I woulda liked it. This is for my own amusement as well as the amusement of my readers. I make no money off of this. Probably. I don't really know how fanfiction works. This is my first story.

Anyway... enjoy.

Chapter one:

"We have to start somewhere."


Peter sat on the tip of the needle adorning the crown of the Empire State Building. The city looked so small from up here. So far from the hellhole it was deep down. Far from the pain. All of the people he cared about.

Uncle Ben. Gwen. Alex. All hurt because of me. Heck, I hurt Gwen myself. What's the use of saying sorry now. They'll probably hate me either way. Peter thought as his face contorted into a grief stricken grimace.

Peter leapt from the antenna, making a flip so that he was facing the sky. Less than a second later he landed on his back with a crunch. He didn't even flinch. The only sound was a soft crooning.

Funny. a piece of clothing made me into a cynic.

Peter kipped up, landing with balance so uncanny it would make a olympic gymnast gasp. The floor of the building cracked where he landed, jagged pieces of concrete jutting from the crater. He slowly walked to the edge of the roof. The wind whipped his hair as he walked closer to edge. He stared for a moment as the cars swept by, wisps of light on the street. This was the tallest building in Manhattan, despite both Stark and Osborne vying for that spot. A fall this high should do it. Peter thought as he simply walked off the ledge.


Note to self: An alarm clock sounds like a foghorn when you've had only four hours of sleep in the last two days. Tried and tested Parker method.

Peter Parker lazily drooped out of bed yawning widely as he trudged into the bathroom. He washed up and brushed his teeth the same way he did every day. All ready and washed up, he got dressed and skiped down the stairs of his Aunt and Uncle's home in queens.

"Morning kiddo!" His uncle Ben happily said from where he was making pancakes, eggs and coffee.

"It's field trip day. You know what that means!" He cheered as Peter high fived him and sat at the table.

"Yes! I finally get to see where you work!"

"It's a regular take your kid to work day!" Uncle Ben laughed and handed Peter a plate of food.

"Do you think we'll get to see Mr. Osborne?" Peter excitedly asked while stuffing his face full of food.

"Mr. Osborne is a busy man... but I think you'll be able to see him from Area 3. His fishbowl of an office overlooks things from the second floor."

A horn from outside signaled the arrival of the school bus. Peter hastily jumped up and Uncle Ben walked with him to the door. He hugged Peter and stuffed a note in his hand.

"Now remember, your Aunt May has been working in the hospital since early this morning, she'll be getting off later today. I need you to ride the bus home with her… a woman her age shouldn't have to travel alone. And she won't have any money on her, so you'll need to pay for both your tickets, alright? Think you can do that for me?"

"You bet Uncle Ben!"

"Oh and Peter! Remember that I've got those spider cages to clean in the basement! So if you want to use your 'lab' just be careful okay?"

"Sure thing uncle Ben! See you later!"

Peter ran up and jumped on the bus. He's one of the first kids to be picked up. He moved to sit in the back when someone grabbed his arm.

"Hey puny Parker! Sleep well?" Flash Thompson smirked as he threw Peter to the ground. He grabbed the money from Peter's hand.

"What's this? For me? You shouldn't have!" He laughed his most obnoxious laugh.

"Give that back! I need that money to pay for my aunt's bus ticket!" Peter yelled and tried to grab the money.

"Why don't you just ask your uncle to pick her up? Prissy Parker? He's a Janitor right? Just ask him to drive her home on his vacuum cleaner!" Flash laughed and fist-bumped one of his friends. The bus doors opened from where voice said:

"Give him back his money Flash! Or Coach Allen might just hear about how you faked your flu last week to go on a date with his Daughter."

Alex O'Hirn stood in the doorway. He had a bowl cut black hairdo and had arms like tree trunks. He was a heavy set kid, but made up for it in his strength. His family had a farm in Alabama so Alex got a lot of heavy lifting practice. Flash crumpled up the money and stuffed it in his pocket.

"Oh yeah O'Hirn? How about you come over here and make me." Flash narrowed his eyes.

Alex dropped his bag and squared his shoulders.

"I'd hate for us to loose our star reserve quarterback due to a little fight. Not that I'd call punching you in the nose and watching you cry on the floor a fight." He sneered. Flash opened his mouth to retort but Rand Robertson stepped in between the two and addressed Alex.

"Hey! Rhino! You catch the game?" He smiled and grabbed Alex's hand in a greeting gesture. Randy and Alex were good friends and looked out for each other on the field. "Flash was just joking around man."

Flash grits his teeth.

"Weren't you Flash?"

Flash gave Peter a stare that could kill him on the spot. "Sure." He spat out. "Here Petey. Enjoy the bus trip." He yanked Peter up by the arm and shoved the money into his chest hard. Peter fell over. Flash guffawed.

As Flash and Randy sat down Alex helped Peter up and followed him to their usual seats.

"Thanks." Peter said softly.

"What're friends for..." Alex said and sat in the seat in front of Peter.

The bus doors opened again and a girl with a book clutched to her chest walked in. Gwen Stacy was a shy, quiet girl who lived in the suburbs neighboring Alex. She and Peter have been friends since last year, where they were paired up in a science peer assessment. She had golden hair, with strands of strawberry.

"Hey Gwen! How are you!" Alex enthusiastically said and scooted over to make space for her to sit next to him.

"Hi Gwen." Peter mumbled from behind his Spanish book. Alex smiled wide and waved. She sat down next to Peter.

"Hey..." she said softly. Peter didn't even notice the look she gave him. Alex did. His smile saddened a bit.

They rode in silence as other kids got on the bus.

"Hey, Gwen? Did you finish your science homework?" Alex asked reluctantly. "I got stuck on the parts about friction."

"Oh yeah. Want me to give you a hand later?" She smiled softly.

"Oh heck yes! How does after the trip sound? I can come over to your place?" His smile was back full force now.

"Aren't we supposed to work on our biology project? The bacteria we've been growing in Peter's freezer?" She looked over to the guy in question.

Alex joined her in looking at Peter. He looked up and saw their questioning glances, his eyes widened, and with a look like a trapped mouse he said:


Alex and Gwen burst out into laughter as the bus pulled into the visitors area of the Oscorp science centre.

Man I love science. Peter thought as he gazed at the entrance to the auditorium.

"Careful Pete you're going to get drool all over my hoodie." Alex laughed and shoved Peter jokingly as they walked past the exhibits on their way to the auditorium.

When they were all seated a man in a sharp suit walked on the stage to the podium. He smiled.

"Good morning everyone! First of all I want to remind you all of what an honour it is for you to be here, witnesses to the most cutting edge advancements in science and biology our world has to offer. It truly warms my heart to see young people expressing an interest in science. I also want to thank the following big wigs who have graced us with their presence.

"Dr Reed Richards! Dr Hank Pym! Mr. Tony Stark! And of course, give a big hand to our host and the leading expert on performance enhancement biology, Mr. Norman Osborne!"

We really are in the heart of modern science! Peter thought as a man in a slick suit and slicked back brown hair walked up to the podium.

"Good morning everyone! I had a whole speech prepared, but I can see you're all chomping at the bit to get to the good stuff! So without further ado, I declare the fifth annual Oscorp Science-Expo OPEN!"

Peter gasped in awe at the marvel of mechanical and genetic progress he saw at the science expo. All around him were great vials of bubbling liquids and shiny silver machines with their dials blinking.

He poked Alex in the shoulder pointed at a pudgy man in a lab coat demonstrating the use of robotic tentacle like limbs via an awkward headset.

"Check out Professor Squid over there..." Alex snorted at his joke.

A bearded man in his middle ages had a big glass dome where one giant green scorpion was brutally murdering a bunch of smaller ones. As soon as they were all dead the green scorpion gorged himself on the bodies of his fallen foes.

In the middle of it all was a man on a contraption that looked like a model airplane, just without the tail. The contraption began to whir and buzz as it slowly rose in the air.

They saw many more marvels of modern science, including a live demonstration of green electricity, generated by eels.

"I think I'm in love." Peter said as they watched a demonstration of radiation enhanced insects. A sad look crossed Gwen's face for a second.

"-and so I said, that's not a Mutagenic Sequencer Alex! That's a Genetic Splicer!"

Gwen laughed softly as Peter regaled the tale of his heroics.

"Yeah yeah Mr-Smart-Guy." Alex laughed as the bus stopped at Peter's house.

"Aunt May I'm home! And I brought Alex and Gwen over!"

"How was your expo dear?" Aunt May asked from the kitchen.

"It was great! We'll be in the lab!" Peter said over his shoulder.

"I'll be leaving in a moment, but there is meatloaf in the fridge and some macaroni, help yourselves."

"Thanks Aunt May!" Peter said climbing the steps.

"Good luck at work!" Alex added following him.

"Have a nice day, Mrs. Parker. Gwen smiled shyly and walked after the boys.

"Oh Peter! Before I forget, remember to lock the kitchen door when you go out?"

"Sure thing aunt May!" Came his muffled reply.

"Kids..." Aunt May smiled.

The basement of the Parker's modest house is a small room packed to the brim with boxes on one side, with a large space for the equipment Uncle Ben brings home to clean. A space was cleared out in one corner with a fold up table, stacked with a chemistry set. Along the side of the wall were weird objects, either small contraptions or vials of odd liquid.

Peter pulled on some gloves and walked over to his 'lab'. He lifted up a pistol like paintball gun, with a lot of strange objects attached. Where the paintballs would usually go, a thick tube ran from a small container filled with a pale blue liquid.

"I finally figured out how to keep it stable enough!" He said enthusiastically. "Let me show you!"

Peter took aim at a very used dart board on the wall and pulled the trigger. A small ball sprang out of the gun with a Tship! sound. It hit the target and bounced off. It ricocheted around the room a few times until a small crash signaled the projectile's final resting place.

"Now watch this!"

Peter pulled a handle on the gun back and turned the nozzle a few times. He took aim again and only this time instead of a blueish ball, a thin line of cord shot out of the tip of the gun, attaching to the dartboard with a sound like a guitar string.

"Wow! That's great Peter!" Gwen asked and walked over, plucking the cord. "What is the tensile strength on this?"

"I'm glad you asked! Peter smiled and gestured for Alex to come over. "Hey, mind trying to break that cord for me?"

Alex took hold on the cord and tugged. It held.

"Thank you! Thank you! Hold the applause!" Peter smiled and spun around in his chair.

"Neither of us were planning to applaud." Alex joked. They sat at the table documenting the growth of the bacteria and generally working on their project. Halfway through Alex had to leave because his father needed help.

Gwen and Peter worked for a while before they both got bored.

"I'm gonna go make some coffee. You want any?" Gwen asked softly.

"Uh, yes please." Peter said tinkering with his contraption with a small screwdriver. A frown formed on his face and he stuck out his tongue slightly, the exertion clear on his face.

With a wistful sigh Gwen walked up the steps.

Peter didn't even notice the small blue spider suspended from the ceiling, that fell on Gwen's shoulder.

Maybe if I loosen this bolt, I can get a thicker line. If I add a small wheel here, that should make adjusting the size of the thickness of the projectile. Peter thought and stood up, he walked over to his Uncle's area and looked around for something he could use.

Finding what he was looking for he spotted the Oscorp spider cages Uncle Ben was cleaning. His eyes widened when he noticed that there was a big crack in the glass box.

The spider cage had many divided spaces where a spider sat, all were color coded. He noted the hole only spanned two of the enclosures. One was marked with a blue sticker and the other with a red one. He heard a crash from upstairs and snapped up, only to feel a sharp sting on the back of his neck.

"OW!" Peter screamed in pain as he smacked his hand on the place the fiery feeling was now pulsing from. His hand came away with the crushed body of a red spider. He looked at the cage and noticed the other broken enclosure was marked with a red sticker.

Fascinating. Peter thought, and promptly passed out.