Chapter 1: Along came a Spider

It was a quiet afternoon in New York City. At Midtown High, countless students were finishing up their final assignments for the school year. The first to finish was one of Midtown's best and brightest, Peter Parker. Once he was done, he grabbed his book bag, handed in his test, and walked out the door. He didn't make it too far before he heard the door open and close again, prompting him to look back and see a blonde haired girl with an orange headband walking up to him waving.

"Hey, Gwen," Peter greeted as she walked up. "How do you think you did?"

"Pretty good. How about you"

"I'm pretty sure I did ok."

"Of course you did. You're Midtown High's second brightest student after all."

"Second best?" Peter asked in a mock surprised tone. "You sure about that?"

"Pretty sure," Gwen replied, giving him a smirk.

The two then walked outside, slowly being followed by several other students.

"I can't believe it's finally summer vacation," Gwen commented. "I cannot believe the year we've had."

"That's for sure. Supervillains, gang wars, monsters-"

"Not to mention everything that's been going on with Harry."

"Right… that…" Peter recalled, his face dropping a bit before resuming his previous mood. "Uh… so, what are you up to this afternoon?"

"I was going to head over to the Coffee Bean to meet up with MJ. She has this new book she wants me to check out."

"Sounds like fun."

"Yeah. how about you?"

"Gotta head into town to pick up a cake for tonight."


"Yeah, it's… Uncle Ben's birthday…"

That got him to pause, prompting Gwen to take his hand. He turned towards her and saw the sympathetic look on her face.

"I know it's been hard for you."

"I just… really miss him, you know?"

"I know."

Peter took a breath before regaining his composure.

"Well, I'd better get going. Wanna get there before the bakery closes."

"Then you'd better get going," she prompted before giving him a quick kiss on the cheek. "Talk to you later."

"Later!" Peter called out, heading off in the opposite direction towards the bike racks.

He unlocked his bike and stashed the lock in his book bag before climbing on and riding off.


Meanwhile, the lights of Times Square shined as bright as ever as people went back and forth about their everyday lives. One such person, dressed in a black hoodie and keeping his face down, made his way over to the center of the square and knelt near some electrical cables covered by a grate. He grabbed it, resulting in him getting electrocuted, though not at all phased by it, as he pulled back the grate and grabbed the cables.

All the electricity in the area kept going in and out. The screens in the square were majorly on the fritz, and everyone was baffled as to why. One police officer present took note of the man grabbing the cables and approached him.

"Sir!" the officer called out reaching for his gun. "Sir get your hands away from the cables!"

The man slowly looked up to reveal his blue and seemingly electric face. The officer recognized this face as Max Dillon, also known as the electricity based villain, Electro

"Is there a problem officer?" he asked, smirking maliciously.

Just then, power started surging out of him, shredding the hoodie and sweats he was wearing to reveal his black bodysuit underneath. The officer and several civilians ran for cover as the villain wreaked havoc on the area.

A few blocks away, Peter rode down the street towards the bakery, glad to see he was making good time.

"Bakery is around this next block," he noted. "Gotta say, while swinging is fun, it's nice to take it slow and ride for a change."

He then rounded the corner, seeing the bakery just ahead. He smiled as he pulled up, coming to a stop before kicking out the kickstand.

"Made it. And seem to be making good time. That's gotta be a first for-"

Just before he reached the door however, he noticed something out of the corner of his eye. He turned and saw power fluctuations coming from Times Square. Having a pretty good idea of what was going on, Peter let out a sigh or resentment before taking off.

"Why is it every time I think things are gonna go smoothly, something like this happens?!" he commented before running down an alley.

He quickly shed his outer clothes, revealing a red and blue bodysuit with red and blue gloves and a mask with tinted sunglasses frames for eyes. This was the signature look for New York's own Friendly Neighborhood Spider-Man. Once he was suited up, he put two fingers together on each hand, shooting out two web lines that connected to the roof, allowing him to pull himself up and launch himself into the air. He then placed a hand on the roof, flipping forward so he could shoot another webline and swinging off into action.


Times Square was in a state of panic. People were running for their lives as Electro shot out one bolt of electricity randomly after another.

"What's a guy gotta do to get some attention around here?" he yelled.

Inside a nearby building, an elderly man in his 70's with glasses and a mustache walked out only to just barely dodge a bolt of lightning.

"Yeesh, supervillains these days," the old man griped. "No respect for anyone."

A police car came racing to the scene sirens blaring. Electro noticed this and blasted right under the car sending it flying in the air. One police officer tried to run away from the collision but tripped and fell to the ground. Fortunately, Spider-Man had just arrived and landed on top of the flying cop car. Once he was close to the ground, he landed on his feet and caught the car, much to the cop's surprise.

"Glad you're not one of those cops that rides a horse," Spider-Man joked before putting the car down. "Need a hand?"

The officer looked back at Electro causing havoc.

"Yeah, knock yourself out."

Spider-Man then shot out a web and swung onto another car near Electro.

"Yo sparkles!" he called out, getting Electro's attention.

"Spider-Man," Electro responded, turning to face his long-time enemy. "Just the freak I wanted to see tonight."

"Aw you missed me," Spidey responded sarcastically.

"Yeah I missed you," Electro replied, charging his hands. "I also remember saying I'd do something if I ever saw you again."

"You mean, aside from bore me to death?"

Electro then shot Spider-Man, who quickly jumped up to dodge it and shoot a web to swing on while Electro shot one bolt of electricity after another at him.

"Nice aim," Spidey commented, deftly avoiding another shot. "A few more years of target practice and you might actually hit something."

"Yeah keep joking web head," Electro replied. "That way I'll know where to zap ya!"

Spider-Man quickly dodged the blast, landing on the side of a building before shooting a webline and swinging off. Electro simply fired two bolts onto the ground, launching him into the air so he could fly after Spider-Man. The two carried their battle down the street, with Spidey doing everything he could to stay ahead of Electro's blasts. As he landed on one building, he fired two weblines and pulled on them hard before leaping him up, allowing him to slingshot himself up towards the roof. Once he reached the top, he fired another webline to zip away just as Electro rose up and fired at him again.

"Finished running yet?" Electro asked, more than a little irritated..

"Well, I wanted a private matchup," Spidey explained. "Away from innocent bystanders!"

"Hey, don't sell them short Spidey," Electro taunted, hovering above the roof. "They were able to bring you to me."

"So what, you used innocent people as bait?" Spidey shook his head, clicking his tongue in dismay. "That's low. Even for you."

"Hey, you do what you do," Electro responded. "And I do what I do. Simple as that."

"Okay then. Well what I'm gonna 'do' now is make sure the first thing you see after the coma I'm about to give you are the steel bars of a jail cell."

Electro charged up his hands with electricity.

"Good luck with that," he responded before firing at Spider-Man.

Spidey back flipped out of the way of each shot until he flipped off the edge of the building. Electro was quick to follow. Spider-Man shot another line and swung off, with Electro hot on his trail.

"Alright," Spider-Man said to himself. "Think, Spidey, think..."

He looked around, searching for anything that could help in his fight. Suddenly, he caught sight of a sign reading "Tire Barn", giving him an idea.

"Bingo," he noted before turning back to Electro. "Hey sparky! Your wattage running low?! I'm just getting warmed up!"

Irritated, Electro let out a scream, causing electricity to shoot out of his mouth towards Spider-Man. It hit him dead on, causing him to fall out of the sky and hit a chain linked fence.

"Ok… ow."

Shaking his head, Spider-Man quickly climbed up the fence and made his way inside. He didn't get far before Electro landed on the ground, shooting at him. Sensing his every attack, Spider-Man leapt and dodged around the lot, staying one step ahead of his attacks.

"Won't escape me that easily, webslinger!" Electro called out.

"You think this is easy?!" Spidey commented, climbing up a pile of tires. "You and I are clearly watching different fights."

Electro just kept shooting at him, causing Spidey to dodge frantically and knock down some tires. Thinking fast, Spidey shot a web at one of the tires and flung it towards Electro. He blasted it, causing it to melt at his feet. Spider-Man then started kicking some more tires down to Electro, prompting him to keep blasting.

"This is your best shot?" Electro noted. "Pathetic."

"Will you please look who's talking," Spidey taunted, slinging some more ties down his way."

"At least I'm standing my ground and not throwing trash at my opponent," Electro retorted, blasting more and more tires.

"Yeah, well, I believe in fighting smarter, not harder," Spidey replied, kicking another stack of tires at him.

"I wouldn't call this smart," Electro noted, still blasting away. "Eventually, you're gonna run out of tires, and then I'm gonna-"

Electro tried to take a step forward, but found his foot was stuck. He looked down and saw that the melted tires were trapping his feet on the ground.

"Gonna what?" Spidey asked. "Take me out for a spin?"

Spidey then leapt up, webbing a stack of tires into the air before kicking them one by one on top of Electro until he was completely covered. Energy surged out of Electro as he tried to free himself, causing the tires to melt on top of him and encase him in hardened rubber. Spider-Man leapt down and knocked on his makeshift prison.

"I have to say, that coat, or should I say, coating, looks amazing on you," he commended. "Nonconductive you say? Gorgeous."

Electro growled in frustration as he tried to free himself.

"Hey, don't worry," Spidey reassured. "I'm sure the police will be by to bust you out soon. In the meantime, I have other things to-"

Just then, a clock started chiming. Spider-Man looked up to see a nearby clock tower chiming six, causing his eyes to go wide.

"Oh no, the bakery!" he let out, firing a web and swinging off. "No, no, no, no, no!"

After quickly changing back into Peter Parker, he rushed towards the bakery as fast as he could.

"Maybe it's not too late," he tried telling himself. "Maybe the guy's still there. Maybe I can talk to him. Just please don't let me be-"

Just as he reached the door handle to open it, he saw that the inside was dark and long closed up, with no one inside.

"Too late…" he let out, lightly hitting his head on the glass. "Perfect."


Later, Peter was riding home, mentally kicking himself in regards to his failure.

"Ever since I became Spider-Man, I've just been trying to do the right thing… So why does it always keep blowing up in my face? I take down a supervillain, five more take his place. I bring down the Kingpin of Crime, he gets off on bail. And Osborn… well, what can't I say about that. I can't even pick up a cake on time… what's it take to get a win around here?"

Finally, he pulled up to his house, walking his bike the rest of the driveway.

Inside the house, May Parker was putting the last touches on dinner when Peter came inside.

"Uh, hey Aunt May," he greeted nervously.

"Oh, Peter," she replied. "You're back just in time. Dinner's almost ready. Just put the cake in the fridge and we can get started."

Peter winced a bit as she mentioned the cake, trying to find the words to tell her.

"Right… the cake…"

"You did get it, didn't you?" May asked, turning towards him.

"I… I tried… I just…"

May sighed, then pulled Peter into a hug. "Let me guess, the Bugle wanted photos of Spider-Man in his latest fight?"

"Uh… yeah. I know it's a bad excuse, I just thought we could use a little extra-"

"Oh Peter, I understand." She pulled back, giving him a gentle kiss on the forehead. "These things happen. Besides, I'm sure I can scrounge up enough to make a cake for Ben."

"That's… that's great. Thanks."

"Of course. Now you go ahead and wash up."

Peter nodded before heading to the sink, his face dropping as he thought to himself.

"Sorry Uncle Ben…"

Back at the Tire Barn, several police officers arrived to pick up Electro. A metal hook was attached to the rubber cocoon, preparing him for transport.

"Alright, move him out!" Captain Stacey called out. "But handle with care. Electro's still dangerous."

"Captain Stacey," a new voice spoke up.

Captain Stacey turned around to see a man in a black suit and sunglasses walking up to him.

"Can I help you?" Stacey asked.

"I'm Agent Coulson with the Strategic Homeland Intervention Enforcement and Logistics Division."

Captain Stacey let out a whistle.

"That's a mouthful," he commented.

"You can call us SHIELD. Your prisoner has been designated a level seven threat. We're taking custody of Mr. Dillon and transporting him to a designated facility."

Stacey paused for a moment, taken aback by the request, but he did like the idea of qualified individuals handling a case as serious as Electro.

"Alright," Stacey relented. "Just be careful. Dillon is not to be underestimated."

"Don't worry Captain, we're trained to handle guys like this. It's what we do."

A/N: This is the start of a bit of a rewrite of the initial story. It will keep the basic story, but with some changes and additions to help it flow better. Hope it will still be an entertaining experience.


Voice Actor: Josh Keaton

Appearance: start with Amazing costume but upgrade to MCU suit later.