Peter leans slightly to the left to take his right hand off the floor and just do a handstand on one hand. Feeling overconfident to the point where regular people would believe it as arrogance, Peter evolved the handstand by hand standing on only one finger, his middle finger.

"Wow," Peter said, astonished. He then took things even higher when he did a push up with his only one finger. He front flips onto his feet and smiles to himself. Slowly, he looks down at his hands and makes tight fists out of both of them, the smile never disappearing from his face. "This is awesome, I can't believe this." His gaze slowly averts from his hands to the spider staring intently at him. Peter slowly walks over to his desk and picks up the spider gently. He crouches down with the spider in his hand and gently pets it with his index finger. "Thank you. Thank you for saving me." He officially loved that spider and decided to give it a name. "What kind of name would you like? How about, Redips? It's 'Spider' spelled backward. Okay, that's your name from now on. Redips."

He gently petted Redips on the head and the spider looked at Peter with its eight eyes.

Several days later, Peter began jogging regularly with Redips on his shoulder. He would normally run about five miles in eight minutes and return home. Having enjoyed himself being a human with the physiology of a spider, he would normally go to this one construction site to climb the walls and get over his fear of heights. But once he returned home on Thursday night from his day out, he came across Gwen who was walking home from an unspecified location. Peter slowed down a bit to walk up to her and meet her, choking down all the shyness that was building up within him and replaced it with courage.

"Hey, Pete." She recognized him, relieving Peter. "I haven't seen you since the fire; where have you been all week?"

"I've been busy," Peter excused. "I've been extremely busy at both school and at home." He did not want to tell her about his spider-human biology just yet. "How have you been?"

"Pretty good. My dad was at the station and he managed to save some people."

"Really?" He remembered her surname was Stacy and the Queens' police captain was George Stacy. "Your dad is the police captain, right?"

"Yeah," she confirmed his suspicions. "George Stacy. He told me that toxic fumes caused the fire. He found nobody trapped inside the fire and everybody is accounted for."

Peter nodded in relief that no one was injured. "That's good to know."

Suddenly, Gwen's smile faltered and was replaced with a facial expression of guilt. "I'm sorry for what I did. I'm sorry for leaving you behind when you got bit."

It hurt Peter to see Gwen in such a saddened state. "It's fine," he reassured promisingly. "I feel normal now like nothing's changed." Yeah, except for the fact that I am a human spider.

Gwen flashed a small relief smirk. "Did you ever find out what bit you?"

Peter excused, "Just a mosquito."

Gwen remembered his wrist and she remembered the two bite marks. "But there were two teeth marks."

Peter shrugged like he didn't know and came up with a highly implausible excuse. "A mosquito with two fangs." This made Gwen chuckle, bringing a smile to his face. "Thank you for your concern. My aunt, she wanted to sue the university, but Uncle Ben convinced her not to."

"Dad says they're gonna rebuild the part of the university that was burnt down."

"Good, because I'm pretty sure it cost a lot more money to rebuild the university than to attend it." He made Gwen laugh again, but after that, silence befell both of them. There were a couple of minutes of awkward silence before Peter spoke up again. "So, tomorrow's Friday and Homecoming."

"Yeah."

Peter was suddenly feeling nervous again and was mentally slapping himself for it. "So….are you going to go to Homecoming or do you have other plans. I'm going to Homecoming cause my aunt and uncle already paid for my ticket."

"I'm going to Homecoming," she said as if she read his mind. "I just don't have a date."

Peter's nervousness was about to reach its peak. "I don't have a date either." Now at this point, nervousness overcame him and he was twirling his fingers in his hair literally. "So uh….Gwen….do….you….want ta….go to…."

"Homecoming with you?"

"Yeeeeaaaahhhh…."

Gwen thought about it for a few seconds. She did just abandon him at ESU and she had to make up for his troubles and this looked to be the way. "Why not?"

Peter was dancing like a pop star from the inside. "Yes." He barely contained himself. "What time do you want me to pick you up? Er….I mean to come to you?"

She pretended to think. "About seven?"

"Done and done."

"What's the second 'done' for?"

"Nothing, just an expression. But I'll see you around, Gwen."

"Yeah, I'll see you later, Pete.

Gwen walks away and back home, leaving Peter there to his thoughts. He had only one thing on his mind: I could not be happier!

Peter raced back home using the strength in his legs to run at sixty miles per hour to look for a suit. His Uncle Ben bought him a suit for Homecoming and he was happy to be wearing it for someone. The suit consisted of a black jacket, a white shirt, black tie, black pants, leather black boots, and cuffs. He hoped he looked handsome in this suit. But that wasn't all that was on his mind. He remembered how Gwen stated she loved spiders, so he made his next goal his primary objective: He was going to impress her with his spider powers. He barricaded his front door and began designing a suit. His idea for a spider costume was a red hoodie with the sleeves cut off, blue sweatshirt and blue sweatpants. The gloves were black and made of leather that he painted red and cut the fingertips off. The boots he had in mine he painted red. As for the final touch, he wore a red ski mask that covered all but his eyes.

When he looked at himself in the mirror, he thought he could add more. He was a human spider after all, so what was a human spider without a spider symbol? He just painted a black spider emblem in the center of his red hoodie. If he was going to criticize himself, it was that he hated how his eyes were exposed.

Eyes can expose you.

Luckily, he had a pair of goggles that he could use to hide his eyes.

He did a couple of poses with his enhanced flexibilities. He then got thinking about what else he was missing. What's the one thing a spider needs to be a spider?

He looks over at Redips and sees him ascending the ceiling via the web.

Webs, of course. I need to be able to spin a web if I want to be a spider.

He keeps his costume on as he takes apart two wristwatches that were no longer ticking but were still intact. Using his knowledge of chemistry and science, he was able to create a strong webbing fluid with just homemade materials. Now he attached the web fluids to his wristwatches and put them on both wrists. Now he looked at himself in the mirror and nodded.

He tested out the web-shooters on a few objects and pulled them in. He even shot several webs into the ceiling and hung from it to test its strength.

He heard knocking on his door. Peter jumped in surprise and quickly discarded his costume. He stood there in nothing but his boxers and he webbed his homemade costume to the ceiling. He ran to the door and removed the chair barricading it. It was his Aunt May when he opened the door.

"Hey Pete," she spoke, she tried to walk in but noticed that Peter holding the door shut but slightly ajar.

"Hey, Aunt May," Peter said nervously before he continued, "What's goes on?"

"I just remembered that tomorrow is Homecoming at your school and I just wanted to see if I could grab your suit and see if I could iron it." She noticed that he was wearing nothing but his underwear and his clothes were nowhere in sight. "Why aren't you wearing any clothes?"

Peter blushed like a red apple, but answered with: "I was doing push-ups and pulls ups."

She smiled at Peter, making him even more nervous. "For a girl?" Her mockery made him feel impossibly embarrassed.

"What, no, It's pride, Aunt May. Just doing it for myself."

Aunt May's smile did not falter. "If you say so, so can I see your suit?"

"Sure." Peter goes to his closet and retrieves his suit and hands it to Aunt May through the door.

"I'll make sure it's warm and straight by tomorrow," she promised.

"Thanks, Aunt May." Peter closed the door and sighed, relieved that May didn't see the suit. "That was a close one."


The next day had arrived and Peter made it through school, ran back home, hid his spider costume in his backpack, put on his wristwatch web-shooters, dressed in his suit, and got a ride from Uncle Ben. He arrived fifteen minutes early at the school. Just as Peter was about to get out of the car, Uncle Ben stopped him.

"Hey Pete," Uncle Ben calls as he removes the car keys from the ignition. "Before you go, there's just something I want to say."

"Yeah?"

Uncle Ben had a couple of things to say to his nephew. "When your parents died, we made a promise to them to take care of you. In every way, you are just like your father. You ace every test in science, you have problems with girls…."

"What?"

"You prefer staying to yourself."

Peter could not see what the point of this conversation was. "And?"

Uncle Ben then explained his point. "When your father, my brother, went to his Homecoming for the first time, he met the girl he wanted to spend the rest of his life with. He changed in a couple of ways. He let his job get in the way of spending time with his family, his friends, he never wanted a child. You are just like him in every way, Pete. I just wanted to let you know that if you meet a girl you want to spend the rest of your life within that dance, you have to be very careful who you change into. Your father was a man who had great power but was irresponsible. With great power comes great responsibility."

Peter understood what his uncle was saying but just nodded nonchalantly. "Thanks, Uncle Ben, but I think I can handle myself here. I'm not my father. I'll see you later Uncle Ben."

Peter exits the car through the passenger door and walks towards the school. Uncle Ben rolls down the window and shouts to him, "I love you, Pete." Peter didn't respond, however.

Inside the high school gym, Harry and Ned were attending the buffet table. Ned would get kids whatever kind of food they wanted while Harry would collect the money the food cost. Peter walked into the dance room, meeting Gwen talking with her friends. Gwen spotted Peter in his nice suit and bid farewell to her friends so she could walk over to him. While Gwen walked over, Michelle hanging out with Max, Quentin, Cindy, and Liz, noticed Peter and gave him the bird. This did not go unnoticed by Peter.

"I can't believe how cute you look in that suit," Qwen said happily.

Peter's eyes turned to her white dress that was long enough to come over her shins. "I can say the same thing for your dress. Uncle Ben drove me to your house and your father said you weren't there."

"That's because my dad dropped me off. I assumed you were going to arrive on your own because you said when could you meet me."

"Yeah," he looked around and spotted some of his friends. "Do you want some punch?"

"Sure."

"I'll get it for you. I insist." Peter smiled shyly at her and went over to his friends and ordered some punch. When Harry told him that one cup of punch cost four dollars, Peter was outraged. "What kind of cup of punch cost four dollars? I could buy a Minute Maid lemonade for two dollars."

"Sorry," Harry said nonchalantly rather than sympathetically. "School policy."

"Fine," Peter groaned. He reached into his back pocket and discovered his wallet gone. "Crap, I forgot my wallet at home." Then he remembered. "I have a backup wallet in my locker, I'll be right back."

"We ain't going nowhere," Ned said. He then grabbed a cup and filled his cup with water. Harry grabbed the cup and threw the water in Ned's face.

"Four dollars."

"What's up, jackasses," Quentin mocked as he walked up with Max by his side. "Why did you guys even bother to dress up with you weren't going to be dancing with any honey?"

"I could say the same for you, Quentin," Ned challenged as he wiped the water out of his face with a rag he pulled out of his inner pocket. "Where's your date?"

"Hey babe," Betsy Schneider called to Quentin as she approached him, "What's going on here?"

"Nothing babe," Quentin reassured his date. "Leeds here is just being the regular dickhead that he usually is. Although, I am impressed to see him step away from Peter for once. Thought that dickwad burned to death at ESU. Anyway, I was just about to buy you a drink."

Both Ned and Harry cringed upon seeing the sight of Quentin Beck kissing Betsy Schneider.

Ned leaned in to whisper to Hary, "How does he have a girlfriend?"

Back with Michelle, she would say that she was having fun, but when she saw Peter leave the room, her skin suddenly turned cold. She said nothing as she sat down in a chair behind her and just watched the other dance their problems away to pop music and here she was, jealous and somewhat sad that she didn't have anyone to dance with.

Peter walked back outside into the hallway with lockers. He heads straight for his locker to open and up and retrieve his wallet inside. He also noticed his backpack with his costume inside. He closed his locker and pulled out four dollars before putting his wallet in his pocket. As he turned around, the tingling sensation in his skull rang out.

A man in a large trench coat with a black ski mask concealing his face turned at one of the paths down the hallway and ran towards Peter. He sensed that there was something dangerous about this man running because the tingling sensation in his skull was intensifying. Instead of going with his spider-sense, he just let the man in the trench coat just pass by. He shrugged and went back inside the gym for Homecoming. Once he bought that punch for Gwen after laughing hysterically at the punch-soaked Ned, something happened outside.

A gunshot.

Peter and a whole group of students ran outside to see a man clutching his heart area with another man above putting pressure on his bleeding wound. Gwen recognized that savior as her father, George Stacy, and Peter recognized the wounded man as his…

"Uncle Ben!" Peter kneeled to his dying uncle's side, horrified at what has become of his uncle. "What happened?" he asked Captain Stacy.

"Escaped convict shot your uncle and took the car," George explained. "The EMTs are on the way, just keep the pressure on his wound."

Peter did what he was told, but focused intently on his dying uncle. He called out to his name several times before Uncle Ben finally acknowledged him through a raspy voice. "Peter…."

"I'm here for you, Uncle Ben," Peter spoke softly. One of his hands left the wound and took one of Uncle Ben's hands. "I'm sorry this happened to you." He suddenly remembered the last thing his uncle said to him in the car before Peter shut him out. He was telling him to be a better man than his father, and he threw it back in his face. Peter cried seeing Uncle Ben's pained face and it hurt him even more than he didn't say 'I love you too' when he told him that he loved him. Peter could barely hold his tears back as he watched his Uncle Ben take his last breath of air and eyes close slowly.

Peter could do nothing but let go of Uncle Ben's hand and break down in tears. He laid his head on Uncle Ben's hand, crying, which eventually turned to something else.

The man in the trench coat, Peter thought to himself. I let him get away and now Uncle Ben is dead. I had the power to stop him, and I didn't. Peter looked at the tire skids in the ground and off into the distance, predicting where the stolen vehicle was driving. I'm going to make him pay. I'm going to make him wish he was never born.

Peter raced back inside the school, running as fast as he could to his locker to take his backpack out. He puts it on and races through an alternate exit of the school. He runs in between several buildings before leaping and wall running to the roof of one. While wall running, he discarded his clothes and unzipped his backpack and began putting on his costume. Once he reached the top of the roof, he made sure his mask was secure around his face.

Once on the roof, he ran towards the edge and looked out into the distance. He could see his uncle's car driving off. He looked at his web-shooters and then at the buildings around him. "I can't believe I'm gonna do this." He backs a few feet and takes a deep breath as he feels the adrenaline. "Let's hope this works." He sprints as fast as he could and jumps off the edge.

He aims his arm out and pushes into his palm with his middle and ring finger. A white substance in the form of a straight line shoots from his wrist and makes a web at the end on the edge of a building. Peter howled in both terror and excitement as he swung across the ground and high into the sky. His fingers slipped off the web and he went flying forward. He yelled once more as he plunged toward the ground, but caught himself shooting another line of the web out and swinging again. Since this was his very first time swinging on his web, he was having a very difficult time keeping his balance and maintaining his grip. But he does whatever he can to stay on his designated target.

He yells through his mask as he nears his target. The killer may be going sixty miles in the car, but Peter was swinging fast and caught up to the car after swinging and jumping off a street light. He is on the roof of the car and crouches down. He jams his fingertips onto the roof of the car just to ensure he would stick on and not fall off.

Impulsively, he does a short front flip and lands onto the hood of the car and turns around. The killer was wearing the same trench coat and he began jerking the wheel in an attempt to throw Peter off.

"You killed my uncle," Peter shouted, his voice muffled through the mask. He aims his web-shooters at the window and began quick-firing small web balls at the window numerous times until the front window was covered by just one big spider web. The killer rolled down the window to put his head out to navigate. Peter shot a web line at this face and blinded the man. Peter quickly looks over his shoulder to see them get ready to pass an incoming street light. Peter shoots another web at the very top of the street light and quickly connects it to the killer's face. He was launched into the air once they went under the street light.

Peter felt proud of himself, but the tingling feeling was back. He looked behind him and saw where this car was heading: for the pier and into the water. He jumps off as quickly as he could, not bothering to stop the car as it crashes over and into the water to drown. Peter swung high in the air and spotted the hanging carjacker. He swings towards him and web kicks the blind carjacker hard, sending him flying through the window of a large building behind him.

The killer rolls onto his back and stops only when he hits a wall. Peter swung through the shattered window and into a place he recognized. The pier's warehouse. He paid no attention and moved towards the killer. The killer barely got the webbing off of his face and scrambled to his feet when he saw Peter in his homemade human spider suit.

Peter forcefully grabs him by the head and kicks him numerous times in the stomach. He lifts his head and reels his fist back to punch him hard. He broke the killer's nose. Grabbing him by both shoulders, he threw the killer to the side and he went falling headfirst through another window. Before he could fall into the water below, Peter shot a web at him to prevent him from falling and yanked him back like a dog. The killer tried swinging his fists at Peter, but he had the advantage of his tingling skull to help him dodge and counterattack and webbed his punching hand to his chest. Peter backflips with his feet connecting to the killer's jaw. The killer staggers back and barely stops as he was about to fall out of the shattered window.

The killer was starting to lose consciousness and was bleeding badly in the face. The killer feels a powerful kick to his stomach and folds over, making a perfect L shape. He groans painfully and almost falls over if not for Peter grabbing him by the chest and shoving him against the wall.

"You killed my uncle," Peter declared vindictively as he shoved the killer so hard against the wall that he was actually off the ground with the tip of his boots barely scraping the ground. "And now I'm going to kill you." There was an unbroken window beside him that he could hurl the killer through and end his life. He was so keen on doing it that the adrenaline almost made him throw the killer out, the only thing that kept Peter from tossing him out was a voice inside his head. Not a tingling sensation alerting him of danger, but the last words that his uncle told him before he shut him out.

With great power, comes great responsibility.

Almost all of the rage was gone within Peter. His adrenaline starts to decrease as he calms down. It's my fault; Uncle Ben is dead because I let the killer getaway. I killed Uncle Ben.

The guilt made Peter back away from the killer, his face was frozen with horror. The happy memories of his uncle came flooding back, drawing a single tear from one of his eyes, but the killer didn't notice because Peter's face was concealed.

"Thanks for not killing me, kid," the killer said mock gratefully. "But I have a knife and you don't and I enjoyed every second of shooting your uncle and watching him bleed." The killer whips a knife out of his back pocket and attempted to slash Peter across the throat. Peter's tingling head alerted him, giving him more than enough time to jerk his head back and web his knifed hand to his chest. Not all of his rage disappeared because he punched the killer hard in the throat. The killer wheezes for air and grabs his throat with his unwebbed hand. He leans back and hits the unshattered glass window so hard that he fell through. Peter realized what was happening and tried to grab the man before he fell through, but it was too late. The man was falling three stories into the water and Peter had only a few seconds to act. He aimed his arm out the falling killer and shot a web out, only for the web to fall short. Peter's eyes widened as he realized that he ran out of web fluid before he could save the killer. All he could do was watch as the killer plunged into the ocean. He didn't plunge straight into the ocean. The killer fell onto a pillar sticking out of the water, hitting the small of his back and broke his back when he was bent like a U. Then he fell straight into the ocean and drowned.

Peter stared in horror as he saw no more air bubbles appear at the surface, leading him to the horrible realization that the killer drowned to death. "Not good," he said softly. "I'm so sorry, Uncle Ben that I didn't save you, but your death was at least avenged." If the police found him, then he would be a murder suspect. He reached into one of the pockets of his hoodie and pulled out cartridges of web fluid for his web shooter that ran out. He jumps out the window and swings back home.

Ten o'clock night time, Peter was sitting in the middle of his room, crisscrossed, costume on but mask off and laying in front of him with the front to him. Peter's face wet with tears, the guilt of not only being able to save his uncle or his uncle's killer but the guilt that he had the power and he was being selfish. His instincts were telling him that something was wrong with the man who ran past him, yet he ignored him. He was going to use these powers to impress a girl who barely knows him, and it cost him his uncle's life and the life of a bad man he tried to save.

Even at this time in the night, he could still hear his Aunt May sobbing over her loss and Peter wasn't there to comfort her. He wanted to tell her that it was his fault that his uncle was dead, but she would be more worried about the fact that he went out there to hunt down a man to kill. She would be more worried about Peter.

I will tell her when the time is right.

He was sitting on the ground for over an hour before inspiration turns on inside his head. A small but noticeable smile even in the dark was on Peter's face. With great power comes great responsibility….I have great power, and I can use it to save other people. I won't let another tragedy like Uncle Ben happen.

He looked over to his kneecap to see Redips crawling on him. Very slowly and very gently, he petted Redips. This spider is the one who gave him the power, but Uncle Ben gave him the inspiration to be responsible.

As of tonight, I am no longer Peter Parker….I'm Spiderman.