A/N: I don't own Spider-Man, it belongs to Marvel.

This is an AU story, and Peter won't be the only spider in it, although you'll have to wait and see who the others are - although there's only one other in this season.


In New York City, all was quiet in the area of Queens, when in a house, 15 year old Peter Parker woke up from his bed as his alarm clock went off.

"Alright, alright." he moaned, turning it off.

He yawned as he sat up, then felt around for his glasses on his draws near the alarm clock. When he found them, he put them onto his face, allowing him to see better.

"Peter, hurry up and get ready!" his Aunt May called from outside his bedroom door. "You don't want to be late for your trip today!"

Peter gasped.

"Oh, the field trip!" he groaned, as he got out of bed.

He started to get dressed, as he remembered what had happened to him in the past ten years.

Until he was five, his parents Richard and Mary, were both scientists developing a cure for cancer with their friend Edward Brock Sr. and his wife Jamie. One day, when leaving him in the care of his Aunt May and Uncle Ben, while Edward and Jamie's son Edward Jr. was left in the care of his Grandparents, the four of them boarded a plane to take them to Trask Industries in Washington DC. Unfortunately however, the plan crashed somewhere on route, killing everyone, including the four of them, onboard, but fortunately, it crashed over the ocean, so no one else was hurt or killed.

Ever since then, he's lived with his Aunt and Uncle, who raised him up like he was their own son. During that time, he became as interested in science as his parents had been, but had also become determined to find out what they were working on.

Once dressed, he opened the door and walked out of his room, and then down the stairs.

In the kitchen, Aunt May was buttering some toast at the counter, while Uncle Ben was sitting at the table, reading the newspaper. Peter then came into the kitchen, just as Aunt May put the toast onto the table.

"Morning Uncle Ben, Aunt May." Peter said.

"Morning, Peter." Aunt May said. "There's your breakfast."

"Thanks, Aunt May." Peter said, sitting down.

Uncle Ben lowered his newspaper and turned to his nephew.

"Looking forward to your field trip, Peter?" he asked, before drinking some tea.

"Sure am." Peter replied, before eating some toast.

"Well, finish up that breakfast or you'll be late for the bus." Aunt May told him.

"I will, Aunt May." Peter assured, eating another slice.

"Good boy." Aunt May smiled.

Once Peter finished his toast, he got up and picked up his bag.

"Have a good day, Peter." Uncle Ben called, as Peter walked towards the door. "And don't forget your camera."

"I will, Uncle Ben." Peter said, picking up his camera near a desk.

He turned and waved to his Aunt and Uncle, before he opened the door, then walked through the doorway, and then closed it behind him.


Later, once Peter arrived at Midtown High School, he was waiting outside for the school bus for the trip, along with several other students.

"Hey, Pete!" a voice called.

Peter looked around, and then saw a boy with reddish brown hair, who he recognized as his best friend Harry Osborn, coming towards him.

"Hi, Harry." he said, before they high-fived each other. "Looking forward to the trip?"

"Well...I'm not really sure, Pete." Harry admitted. "I mean, my dad does help fund the company."

"Yeah, true." Peter said.

Harry's dad, Norman, was the head of Oscorp, a large tower which created a number of hi-tech stuff around the whole city.

They looked around as everyone else around them talked to each other.

"Well, well, if it isn't Puny Parker." a voice sneered.

Both Harry and Peter turned around to see Eugene 'Flash' Thompson coming towards them, wearing his jock sweater.

"Hi, Flash." Harry said.

"Yeah, what's up?" Peter asked.

"Oh, like you wouldn't know, geeks." Flash grinned. "Since it's a science center we're going too!"

Nearly everyone laughed at Flash's joke, including Liz Allen, a Hispanic girl who was his girlfriend, Sally Avril, a girl with black hair who was nearly always mean, and Randy Robinson, and African jock who, unlike Flash, was more fair to Peter and Harry.

"That's not funny, Flash!" a girl's voice called.

Harry and Peter both turned around, and saw a girl with short blonde hair, the ends dyed pink slightly, coming towards them.

"Oh. If it isn't Gwen Stacy?!" Flash smirked.

"Why don't you go buzz of back to the football pitch, Flash." Gwen suggested, snarling.

"Ooh!" a few people murmured, as Flash looked embarrassed.

"Ahh." he frowned, as he turned around and walked away.

"You guys okay?" Gwen asked, turning to Peter and Harry.

"Yeah. Thanks." Harry said.

"Yeah..." Peter said, blushing.

Harry smirked, cause he knew Peter had a crush on her.

"You guys looking forward to the trip?" Gwen asked.

"Sure am." Peter assured.

"Alright, class!" a voice called.

All the students turned to their teacher, Professor Raymond Warren, who was standing by the bus.

"Now, I want you all on your best behaviour on this field trip." he told them. "That means; no mischief, no trouble, no pranks, and no annoying people Thompson!"

Flash blushed with embarrassment, as everyone turned and laughed at him.

"Now, everyone, pile onto the bus!" Professor Warren said.

All the students then piled onto the bus, then he climbed on, before it rode away.

Peter, who sat beside Harry, turned and stared at Gwen, who was sitting beside and talking to her friend Mary Jane Watson, who's Aunt Anna was his Aunt May's best friend.

"Still dreaming about her, huh?" Harry teased.

"Um...sorta." Peter replied, blushing.

He and Gwen had been friends since they were eight, but over the last two years, his feelings for her had grown, but he was too shy to say anything, worried she wouldn't feel the same.


Once the bus reached its destination, which was Empire State university, the students all piled out of it, and gathered together outside the entrance.

"Right, now is everybody here." Professor Warren asked.

"Yes, Dr. Warren." they all said.

"Right. Now if you'll all go inside, as our tour guide is waiting for us." Professor Warren explained.

They all walked inside the ESU building, they all saw a man in a lab coat waiting for them, but he was missing his right arm.

"I wonder how he lost his arm?" Flash whispered to Randy.

Randy shrugged, as Liz and Sally giggled.

"Welcome, everyone." the man said. "I am Dr. Curt Connors, and I will be your tour guide for today."

Some people, like Flash yawned, while others like Peter and Gwen listened carefully.

"Now, if you'll all follow me, we'll start the tour." Dr. Connors explained.

The tour took them all over the science labs and all sorts of places around the campus. The last place however, was full of experimental animals, which included a cage that was divided into 15, each with a spider web in.

"Wow." Harry said amazed, looking around. "This place is actually cool."

"For once, I agree with you." Flash admitted, staring at the spiders in amazement.

The girls all looked slightly freaked out, expect Gwen who leaned near one in a cage near herself and Peter.

"Some of these spiders are amazing." Peter remarked.

"They sure are, Pete." Gwen said, staring at him slightly.

Peter then began snapping pictures of those in the cages.

"Now, these spiders are an experimental case." Dr. Connors explained, getting everyone's attention, expect Gwen, who stared at the 15 small spider cages together. "All 15 of them are genetically enhanced and will hopefully-"

"You mean 14." Gwen corrected.

Everyone turned to her.

"Come again?" Dr. Connors inquired.

"There's one missing." Gwen explained, pointing at the cages.

Dr. Connors pushed through the students, and saw that she was right, as there was only 14 in the box.

"Oh..." he said, surprised. "Well, I guess that one's been taking away for experimentation."

But he was wrong, as that spider was on a giant spider web on the ceiling, although nobody knew.

"Now, I would like you all to look around for a few minutes, okay." Dr. Connors told everyone.

Everyone began looking around at all the spiders, expect Peter who was staring at Gwen.

"Hey, Peter." Mary Jane said, coming up behind him.

Peter gasped slightly, blushing brightly. With Mary Jane being his next-door neighbor, the two had grown up together for years, but nothing more came about since his eyes were for Gwen, who was MJ's best friend.

"Still staring at Gwen?" she teased, as like Harry, she knew about the crush.

"Um, yeah." Peter blushed. "Hey, would you and her mind posing. I need a few with some students in."

"Sure." Mary Jane smiled, before she walked over to Gwen.

"Want me in as well?" Harry asked, coming towards Peter.

"Sure. The more the merrier." Peter said.

Harry walked over to the two girls, and then all three turned to him and smiled as he took the picture.

The spider on the web began slowly moving down towards Peter as he took another picture.

"Well, well, well, look who it is." a voice said.

"Huh?" Peter muttered.

He, Gwen, Mary Jane and Harry all looked around, as an older blonde muscular boy came towards them.

"Hey, Pete." he said. "How's it been."

"E-Eddie?" Peter gasped. "Is that you?"

"Sure is, bro." Eddie said, hugging him tight.

"Whoa!" Peter yelped.

Eddie then let go of him and laughed as Peter looked embarrassed.

"What are you doing here?" Eddie asked. "I mean, ain't you-"

"I'm here on a field trip." Peter explained before he could finish.

"Oh." Eddie said. "Well, that makes sense."

"Well, what are you doing here?" Peter asked.

"I'm a student intern here." Eddie explained. "Helps pay for my collage money."

"Um, Pete, you gonna introduce us?" Harry asked.

Peter turned as he and the girls approached him.

"Oh, um...Eddie, these are my friends, Harry, Gwen and Mary Jane." he said.

"Nice to meet you." Eddie said, holding his hand out.

Harry shook his hand, followed by Gwen and then Mary Jane.

"Uh, look, I don't mean to brag, but shouldn't you be following the rest of your class?" Eddie inquired.

The four high-schoolers turned and saw Dr. Connors leading the rest of the class away.

"Oh, yeah, right." Harry said. "Well, nice meeting you."

"Yeah, see ya." Gwen said.

Mary Jane waved as the three of them caught up with the rest of the class, as the two old friends turned to each other.

"Look, how about on Saturday we meet and catch up?" Eddie suggested.

"Um...make that the Saturday after." Peter said. "I'm kinda busy this Saturday."

"Oh, okay." Eddie understood, before he walked off. "See ya."

Peter then checked his camera, just as the spider made it onto his hand. It moved slowly along his hand, and then bit it.

"Ow!" he yelped, waving his hand, causing the spider to fall off onto the floor.

He then looked at the bite mark, but didn't see much, but then he felt woozy.

"Hey, Peter, you..." Gwen called, turning back, as Harry and Mary Jane walked on.

She saw Peter look very woozy, and then she ran back over and caught him before he fell over.

"You okay?" she asked worriedly, helping him up.

"Uh, yeah." Peter lied. "Just felt a bit dizzy."

"Well, come on." Gwen said, taking his hand, making him blush. "We don't want to fall behind."

She then dragged him towards the rest of the group.

Once the rest of the tour was finished, the students plied back onto the bus to take them back to school. Gwen sat with Mary Jane and noticed Peter looked sick, who was sitting beside Harry again.

"You okay?" Mary Jane asked.

Gwen kept staring at Peter.

"You're worried about him, ain't you?" Mary Jane realized.

"He is my best friend, MJ." Gwen reasoned, turning to her.

"Really? Or is it more than that?" Mary Jane inquired, smirking.

"I..." Gwen blushed, but then sighed. "Okay, I like him more than a friend, but please don't tell anyone."

"Promise." Mary Jane said, crossing her fingers. "But why don't you tell him?"

"Because I'm worried he doesn't feel the same." Gwen sighed quietly. "If he doesn't like me back, it could ruin our years of friendship. I can't risk it, MJ."

"Okay. I understand." Mary Jane said, hugging her from the side.


After school was over, Peter began making his way back home, his head woozy as he did, when Harry ran up to him.

"Yo, Pete, you okay?" he asked, touching Peter's shoulder.

"Harry, I'm fine." Peter assured. "I think I just need to go home and rest."

A limo then pulled up nearby, and then an older man that looked like Harry stepped out, the only difference was the eye color and nose shape.

"Hey, Harry!" he called.

Peter and Harry both turned to him, just as Gwen came out the door and stared at Peter, both worriedly and dreamily.

"Hi, dad." Harry said, as Mr. Osborn approached them.

"Had a good day, son?" his father asked.

"Yep." Harry replied. "Oh, dad, this is my friend, Peter."

"Oh, yeah." Mr. Osborn said, shaking Peter's hand. "Nice to meet you. Harry's told me all about you."

"Thanks." Peter said, closing his eyes slightly.

"You alright?" Mr. Osborn asked.

"He's not feeling well, dad." Harry explained.

"Then why did he go on the trip?" Mr. Osborn asked.

"He was alright this morning, but he's been like this since we got back." Harry explained.

"Oh, I see." Mr. Osborn said.

"Um, dad, do you have to go by Queens on your way to your meeting later today?" Harry asked.

"Yeah, why..." Mr. Osborn began, before realizing what his son wanted. "Is that where Peter lives?"

"Yeah." Harry answered. "Do you think you could give him a lift."

"Sure." Mr. Osborn said. "It will give us a chance to talk...even if it's not much."

"Thanks, Mr. Osborn." Peter said.

The three walked towards the limo, as Gwen kept staring at Peter.

"Hope you're better soon, Pete." she said quietly, hiding tears of worry.

Once, Harry, his father and Peter were inside the limo, the driver drove it away from the school.

"So, Harry tells me you're quite the science whiz." Mr. Osborn said.

"Yes, Mr. Osborn." Peter said, trying to keep his eyes open.

"I won't ask you too much now, Peter, since you're pretty tried." Mr. Osborn said. "But I would like to know a few things."

"Sure." Peter said, as Harry looked from his best friend to his father.

"How did you get into the subject?" Mr. Osborn asked.

"Well, mainly because of my parents, I guess." Peter answered. "They were both working on a cure for cancer, but then they died in an accident."

"Oh... I'm sorry." Mr. Osborn said, slightly sorry.

"That's why I live with my Aunt and Uncle." Peter explained.

"Well, are you planning on following your parents footsteps?" Mr. Osborn asked.

"I...don't know yet." Peter answered unsurely. "I'm still thinking about that."

"I see." Mr. Osborn said.

Once the limo made it to Peter's house, he got out and closed the door.

"Thanks for the lift." he said, as the window rolled down.

"No problem." Mr. Osborn said, waving.

"Hope you're better tomorrow, buddy!" Harry called, waving too.

The window rolled back up as the limo raced away, then Peter walked towards the door of the house. He then opened the door, and saw Uncle Ben and Aunt May in the kitchen.

"I'm back." he called.

His Aunt and Uncle turned to him as he put his bag down.

"You're a bit early." Aunt May noted.

"Harry's dad gave me a ride home." Peter explained, as he began walking up the stairs.

"Are you okay, Peter?" Uncle Ben asked, walking towards the stairs.

"I'm fine, just dizzy." Peter assured. "I'm gonna crash."

"Without any dinner?" Aunt May gasped. "Are you sure you're alright, Peter?"

"Everything's fine." Peter said, as he walked towards his bedroom.

His Aunt and Uncle both turned to each other.

"Maybe he's had just a hard day." Uncle Ben said. "He'll probably be back to normal in the morning."

"I hope so." Aunt May said worriedly.

Once in his bedroom, Peter stripped himself down to his underwear, then his eyes began to close, and then he fell onto his bed, his eyes closed. As he slept through the night, his DNA changed unknowingly, with the DNA of the spider that bit him merging with his own.


Meanwhile, Mr. Osborn was now in his office of Oscorp Tower, having a meeting with a tall bald muscular white man called Wilson Fisk. They both sat facing opposite each other in a seat, Mr. Osborn behind his desk.

"You want me to what?!" Mr. Osborn exclaimed.

"I want you to create a new type of gas, Norman." Mr. Fisk explained.

"That could make or break my company!" Mr. Osborn argued. "And anyway, it could take months to make."

"I understand that." Mr. Fisk explained. "And I can wait."

Mr. Osborn looked stunned.

"As long as I get monthly reports of your status." Mr. Fisk added.

"I..." Mr. Osborn stuttered.

"Do you want the Kingpin to rat you out for creating those secret chemical weapons you're making." Mr. Fisk snapped.

"No, but... What am I to test the gas on once I've finished?" Mr. Osborn inquired.

Mr. Fisk put his hand to his chin, thinking slightly, for he had a point.

"You do raise a good question there." he admitted. "I'll let you decide that, Norman."

Mr. Osborn started to grin, as Mr. Fisk got up.

"I expect the gas completed within six months at the earliest." Mr. Fisk explained. "You understand?"

"Yes, Mr. Fisk." Mr. Osborn said.

"Good." Mr. Fisk said.

He turned around and walked towards the door, then opened it, and walked out of the office.

Mr. Osborn then got up and walked towards a bookshelf on the right side of the office.

"That fool." he sniggered.

He pulled a book back slightly, then a bookshelf next to it lowered itself show, showing a secret room. He walked into it, then the bookshelf lifted it back up, and then looked around the room, holding stuff he was gonna sell to the military, including his chemical weapons.

"He thinks he can blackmail me!" he chuckled evilly. "Once I finish work on this gear for the military, we'll see whose more rich and powerful!"

He laughed evilly.


The next day, Peter woke up to his alarm, and then turned it off.

"Ah..." he yawned, sitting up.

He picked his glasses up off the counter, but when he put them on, his vison was blurred.

"Huh?" he said, taking them off.

He saw himself perfectly in a mirror across the room, then put the glasses back on, making his vison blurry, then took them off again, seeing his vison was normal.

"Strange?" he said, confused, putting the glasses down.

He got up from his bed and then walked towards his drawers. As he got dressed, he stared at himself in the mirror, and noticed he was a bit more muscular than before.

"Weird." he said, scratching his head.

Once dressed, he ran down the stairs to the kitchen, where Aunt May and Uncle Ben were sitting.

"Hi, Uncle Ben, Aunt May." he said, sitting down, as Aunt May had already laid the table.

"Morning, Peter." Aunt May said.

"I thought you were sick." Uncle Ben chuckled.

"I got better. All I need was a good night's sleep." Peter said, unsure how he was better than yesterday.

"Well, that's good news, Peter." Aunt May said, putting some toast down in front of him.

A little later, after they'd all finished their breakfast, Peter picked up his bag and ran towards the door.

"Have a good day at school, Peter." Aunt May said, before kissing his cheek.

"I will, Aunt May." Peter said.

Peter then opened the door and ran out onto the street.

"See you later!" Aunt May called, waving from the doorway.

"Bye, Aunt May!" Peter called, turning and waving back.

As Peter began walking down the street, he began to wonder what had happened to him overnight.

"I don't understand? Now I don't need my glasses and I'm a bit more muscular?" he said quietly, so no one around could hear him. "I think I need to find out."

He eventually decided to wait until school was over before experimenting what had happened, or so he hoped.


Once he was at the school, he walked towards his locker, when Gwen came up behind him.

"Hey, Pete, you okay?" she asked, trying to hide her worry.

"I'm fine, Gwen." Peter assured, turning around, just as Harry and Mary Jane showed up.

"Hey, where's your glasses?" Harry asked, noticing they were missing.

"Well, here's the thing: I woke up this morning, and found out I didn't need them anymore." Peter explained, which was partly true.

"Really?" Mary Jane asked, surprised.

"Yeah. I don't get it myself." Peter admitted.

"Hey, look, the three of us are going to Sam's after school." Harry explained. "Want to come with us?"

Peter thought for a minute, for Sam's was a café where they normally hung out, but then he remembered his experiments.

"Uh, thanks, guys, but I'll pass." he said, scratching the back of his head. "I've got some work to do after school and I can't really spare the time."

"Work?" Gwen asked, curiously. "What kind of work?"

"Um...stuff to do with my parents, which is personal, Gwen." Peter answered.

"Okay, see you." Mary Jane said, as she and Harry walked off.

Gwen stared at Peter as he turned and walked off in the other direction, and then sighed before following Harry and Mary Jane.

Once school was over, Peter gathered his things from his locker, when Flash came up behind him. He turned around to Flash while carrying a water bottle, but then bumped into him, causing him to spill water all over him.

"Hey, what was that for?!" Flash demanded.

A number of people in the hallway, including Gwen, Harry, Mary Jane, Liz and Randy, all turned to them.

"What do you want, Flash?" Peter asked.

"Oh... To teach you a lesson about what you've done!" Flash grinned menacingly.

"I don't want to fight, Flash." Peter squeaked.

"Well, I wouldn't neither!" Flash said sarcastically.

As he sent a punch at Peter, a weird tingling went through Peter's head, alerting him in time, as he dodged to his left, making Flash punch the locker.

"Ow!" he yelled, shaking his wrist.

Peter looked as surprised as everyone, just as Sally and a few more people showed up, including Gloria Grant, who was one of hers and Liz's friends.

Flash then growled as he sent another punch, but Peter's head tingled, making him dodge again, and then he dodged again.

"Harry, help him!" Gwen pleaded, touching Harry's arm.

"But, I-" Harry argued.

Flash then sent another punch at Peter, but this time he grabbed his forearm, and then punched him in the face, sending him flying across the school hallway, into a doorway.

Everyone gasped as they turned back to Peter.

"You're a freak, Parker!" Sally snarled angrily, as she grabbed Liz's arm.

They both ran down the hallway towards Flash, followed by Randy, who was shocked.

"Peter...that was..." Mary Jane said, surprised.

"Amazing." Harry remarked, impressed.

Peter then ran down in another direction and then out of the school.

"I wonder what's come over him?" Gwen said quietly, not wanting anyone to here her.

Peter ran across a street, then across a road and then into an alley, before he stopped in the middle of it.

"Uncle Ben is gonna kill me when he finds out what I did to Flash." he mumbled nervously. "And what was that weird sense that alerted me of his punches?"

He thought long and hard, then remembered what had happened yesterday, when that spider bit him.

"I wonder...?" he thought.

He turned to the wall behind him, then put his hands against it, then began to climb up, his hands sticking to it. He climbed halfway up the wall, and then turned his head around and looked down.

"I don't believe this!" he exclaimed happily.

He kicked his feet against the wall, then somersaulted backwards and landed on the opposite wall, sicking to it.

"This is incredible!" he whooped, as he climbed up the wall.

Once on the rooftop, he ran along it, then jumped off it and onto the next rooftop. He whooped and cheered as he did it along another three, then stopped when he saw a road gap between him and the next one.

He looked at his hand, but saw no kind of web on it, making him think.

"The spider gave me it's speed and agility, but not its webbing!" he deduced, moaning. "Guess I'll have to make that when I get home. I also better be careful with what I touch, in case Aunt May or Uncle Ben freak out."

He then ran towards the edge of the other side of the rooftop, then looked down it, and saw no one around. He then jumped down off the roof, then grabbed the wall to slow his decent, and then flipped forward until he landed on the ground.

"When I get home, I'm working on what to do with the webbing." he deiced, getting up.

He then ran off out of the alley, and then made his way home.