Chapter 1 A Marvelous Change

"H-Huh? Where am I? Ow, everything hurts."

The voice came from an alley showing a lightly tan skinned 13 year old boy having spiky blonde hair with blue eyes and whisker marks on his cheeks wearing torn up clothes with cuts and burn marks on him laying against the wall. This boy was Naruto Uzumaki.

"The last thing I remember was..." Naruto muttered trying to think before the memories started to come back. "That's right. I had a final clash with Sasuke knocking him out and a tear opened up from our jutsus and sucked me up. Kyuubi kept me alive as I was going through a dimensional tunnel and wounded up in this alley."

Naruto tried to move but couldn't as his body was incredible pain.

"Damn it..." Naruto said.

"Oh no!"

"Oh my goodness!"

Naruto turned his head to see two people were coming up to him.

The first person was a peach skinned man having straight brown hair with brown eyes that had glasses over them wearing a white short sleeved shirt with a green v-neck sweater over it, brown pants, and black shoes.

The second person was a peach skinned woman having wavy brown hair with blue eyes having gold hoop earrings wearing a black shirt with a blue jacket over it, white pants, and blue shoes.

"Ben, he's hurt!" The woman said as she and the man kneel next to Naruto as the man grabbed him in his arms.

"Quick May, call an ambulance." The man said as the woman nodded and pulled out what looked like a communication device to Naruto.

"Your going to be alright son. Please tell me your name." The man assured before asking Naruto's name.

"It's Naruto... Naruto Uzumaki." Naruto said before the pain of everything he went through got to him and he passed out.

Inside the Seal

In a dark room behind a cage was a mountain sized red orange fox with red eyes that had slits and nine tails flowing behind him. This was the Kyuubi.

"Damn, I'm exhausted. Keeping that brat alive while we went through the dimensional hop drained me." Kyuubi huffed feeling tired as he laid down. "I'll take a little nap to gain my strength." And with that Kyuubi went to sleep.

However if he was awake a little longer he would've seen someone or something way behind him, hiding in the shadows.

"All that time in the crack between dimensions and I'm finally free. And as a plus I latched on to someone. Though it'll take some time for me to recover. I just hope whoever I bonded to will be a good host." The mysterious thing said in a male voice before hiding further from the Kyuubi and rested.

3 Years Later

Blue eyes opened and blinked rapidly as a 16 year old Naruto wearing orange pajamas groaned and sat up in his bed before yawning and shaking his head.

"Old memories of how I came into this world, huh?" Naruto said before looking around his bedroom and a smile came on his face.

It's been three years since Naruto came into this new world and was found by Ben and May Parker.

He was taken to the hospital and taken care for where Naruto saw everything was completely different from the world he came from.

After getting a clean bill of health he was asked by the hospital staff if he knew where his parents were. Only for him to tell them he was an orphan that's been living on his own for his whole life.

Naturally when Ben and May heard that, they decided to adopt Naruto right then and there. Naruto tried to refuse and talk them out of it but the Parkers weren't having any of it and wanted Naruto as their own. Naruto bursted into tears and hugged his new Dad and Mom, becoming Naruto 'Uzumaki' Parker, deciding to use his old last name as his middle name.

Throughout the years Naruto has grown in brawns, taking up martial arts to train his body to keep himself strong to protect his new precious people in this world, and has also grown in brains, he still didn't know how or why but Naruto became interested in science and from there he gained quite the intellect mind. It showed when he was enrolled in school he had the top grades as they were all straight A's.

If the people back at home saw him they would be shell-shocked.

Throughout his room were awards and pictures for science fairs and martial arts tournaments, all filled with him and his new family along with a couple of his closest friends.

"These have been good years. Wouldn't you say, Kurama?" Naruto thought in his head.

"Sure have, kit. WAY better than they ever were back in our old dimension." The Kyuubi in him said known as Kurama.

See after the years of being in this new world Naruto and Kurama decided to sit down and talk to one another. Admiting they have treated the other wrongly and unfairly taking their anger and misfortune out on the other and patched things up. Because of it they have become as close as brothers.

"Naruto! Time for breakfast, then it's off to school!" Naruto heard May call out to him.

"Okay, Mom!" Naruto yelled getting out of his bed grabbing his clothes and headed to his bathroom to take a shower. After scrubbing and washing his body Naruto got out and stopped at the mirror to look at himself.

Thanks to the training from his world and the martial arts from this world, which he made sure to keep training in both, he had quite the body he knows girls both younger and older would lust after, showing off his muscular yet semi-slender body with strong tight muscles all over with a hard six-pack on his stomach area.

After admiring himself for a little longer Naruto got dress in his clothes consisting of a black short sleeved shirt with a custom made burnt orange jacket over it, brown pants, and white sketchers. When it was all said and done Naruto left his room and made his way downstairs to the kitchen where he saw his Mom and Dad, May and Ben at the table waiting for him with food placed around the table. (Ben and May's appearances are based off the Ultimate Spider-Man series, but with brown hair.)

"Morning." Naruto smiled.

"Morning, son." Ben smiled.

"I just finished, so make sure you have plenty to eat." May said.

"Sure thing." Naruto said as he began eating.

"Anything new to report?" Ben asked.

"Nothing new Dad. Other than my class going to Oscorp tomorrow for a fieldtrip." Naruto said.

"Oh yes, Oscorp. One of advance science centers in the world. Filled with advance technology not seen anywhere else." May said remembering the place.

"Yeah. And I'm going to see all kinds of cool stuff they'll have." Naruto grinned shaking in anticipation.

"Hard to believe you have a love for science now." Ben grinned.

"Indeed, dear. If I remember right Naruto said he would never become one of those icky nerds." May teased.

"Okay, so I was wrong. Besides people can change y'know." Naruto pouted as Ben and May laughed.

"Your Mom's got a point. You may be a nerd that can fight, but at the end of the day, you're still a nerd." Kurama grinned.

"Fuck off!" Naruto shouted making Kurama snicker.

"Anyway, you might want to hurry up before your late for school." May said.

"Gotcha." Naruto said eating the rest of his breakfast before getting up and grabbing his green backpack. "Love you!" He called out leaving out the front door.

"Love you, too!" May and Ben said.

As Naruto left his home he made his way down the street to where the bus stop where somebody was waiting for him.

"Hey there Naruto." The person smiled.

The person was a peach skinned 16 year old girl having red hair that reached her back with green eyes and red lipstick on her lips, a slender figure with D-cup breasts, wearing a gray short sleeved shirt with a green v-neck vest and black leather jacket over it, a brown belt, blue jeans, and brown flats. This girl is Mary Jane Watson, or as she's sometimes call MJ, one of Naruto's best friends. (Ultimate Spider-Man look)

Naruto first meet Mary Jane in middle school, where they literally bumped into each other and when he saw her he immediately complimented her and her beautiful red hair.

Naturally that embarrassed both of them, Naruto for saying that, and Mary Jane because no one gave her a compliment like that.

After that awkward moment the two became friends. Always hanging out, doing school projects, training in martial arts, heck it was even Naruto who talked to Mary Jane in telling her parents the truth that she didn't want to be an actor but a reporter when she was older.

Over time Naruto gained a little crush on Mary Jane, but was too afraid to tell her, what he didn't know was that Mary Jane got a crush on Naruto too, but she was also afraid to tell him.

"Sup MJ." Naruto greeted back. "Anything new going on with you?"

"Nope, same old same old. Though I have a really good scoop for the school paper I want to hand out." Mary Jane grinned.

"Really? What?" Naruto asked.

"There's a rumor going on that one of the lunch ladies uses dead roadkill squirrels as the meat for taco Tuesdays." Mary Jane.

"Oh, gross! I eat those!" Naruto gagged thinking he was eating run over dead squirrel meat.

"Yeah, that's what I said." Mary Jane grumbled. "But if I do enough digging and find out it's true, the headline will go through the roof." She squealed.

"That's if the school board doesn't get sued for the whole thing when everyone finds out and it's true." Naruto quipped.

"True. But then again they are to blame for not checking all at what the staff does." Mary Jane pointed out.

"True." Naruto nodded.

They're conversation was put on hold as the bus came up to them before they boarded it and drove off.

At the school

After getting off the bus, Naruto and Mary Jane made their way into the building walking through the halls and passing by other students.

"Look, all I'm saying is that you can tone it down a bit." Mary Jane said.

"You know ramen is my favorite food. It must be respected. Besides I do tone it down. Mom made it to where I can only eat it three times a day. I can't survive on my ramen diet like that." Naruto whined.

"Naruto, you always ate like 15 ramen a day." Mary Jane deadpanned. "That's unhealthy."

"Like I told you a thousand times, I burn off the fat when I exercise so that I stay thin." Naruto retorted.

"And also the healthy meals May has you eat so you have a balance diet." Mary Jane retorted back.

"Why is that I can never do what I want?" Naruto huffed throwing his arms up.

"Cause whiskers, you need someone to make sure you don't get into trouble. You're a trouble magnet." Mary Jane said.

"Am not." Naruto pouted.

"Yes you are. But don't worry we still love you." Mary Jane smiled.

"Aw man!" Naruto cried slumping forward.

"Aww, poor baby." Mary Jane soothed patting him on the head.

"Cut it out!" Naruto exclaimed swiping his hand at Mary Jane making her giggle.

"Yo! Naruto, MJ!"

"What's up guys?"

Naruto and Mary Jane looked up to see two people walking towards them.

The first person was a peach skinned 16 year old boy having short auburn hair that had two clumps above his forehead with teal eyes wearing a untucked white dress shirt with a black v-neck sweater over it, gray pants, and black shoes.

The second person was a light skinned 16 year old girl having blonde hair going to her shoulders that had a pink headband on the top of her head with blue eyes and pink lipstick on her lips, a slim figure with C-cup breasts, wearing a pink and purple stripped t-shirt with a white jacket over it, gray shorts, and pink and white runner shoes.

These two were Harry Osborn and Gwen Stacey, Naruto's other best friends. (Ultimate Spider-Man looks)

Naruto met Harry when he was walking home from school in the rain and Harry passed by and offered him a ride. Once inside he meet his father Norman Osborn who was a serious businessman, they talked and before they knew it Norman was smiling and chuckling at a joke Naruto said which impressed Harry as his father never chuckled at anything.

From there the two have been the best of friends, always playing sports and video games. It helped that Naruto was a real friend to Harry, never asking for a favor or a couple of bucks from a rich kid, something Harry really appreciated.

Naruto meet Gwen in middle school about three weeks after he meet Mary Jane. See Naruto saw Gwen being ganged up by a group of thugs trying to bully her for being the daughter of a chief of police. She was able to fend them off with some moves, but then more started coming and Naruto decided to help out. With both of them the thugs were taken care of and the police came by to take them away.

Since then the two have been great friends sharing their love of science and smarts, Naruto even meet Gwen's parents and little brother, with Gwen's father expressing his gratitude for defending his 'little girl' embarrassing Gwen.

"Sup, Harry." Naruto smiled as Harry smiled back and the boys gave each other as fist-bump.

"Hey, Gwen." Mary Jane grinned as Gwen grinned back and the girls gave each other high-fives.

The four then began walking to their shared classroom.

"So Naruto you excited about going to Oscorp tomorrow?" Gwen asked excitedly.

"Damn right I am! We're talking about top notch technology that can rival any other techno corporation in the world! One's like Tony Stark or Reed Richards!" Naruto grinned.

"Awesome sauce!" Naruto and Gwen smiled.

"You two are such nerds." Harry chuckled shaking his head.

"I'll have you know these 'nerds' also help you with your homework from time to time." Gwen said smugly.

"Yeah! Don't hate on our sexy brains." Naruto grinned pounding his chest.

Mary Jane snorted at what Naruto said. "Sexy brains, he says." She giggled.

"Haters!" Naruto and Gwen exclaimed making Harry and Mary Jane laugh.

"I said give me your lunch money!"

The group of four stopped and looked up to see a teenager being held up against the lockers by a light skinned 16 year old muscular boy having short spiky forward blonde hair with blue eyes wearing the school's football uniform with a white shirt tucked underneath, light blue pants with a black belt, and grey shoes. This is Flash Thompson, a local high school bully. (Ultimate Spider-Man look)

Author's Note: And yes I know I've been using a lot of Ultimate Spider-Man series looks but I plan to use others from different series. Animation wise though. Don't know much of the comics.

"B-But I need it t-to pay for lunch." The teenager stuttered.

"You can always get more later." Flash grinned.

"Flash." Gwen frowned.

"He's at it again." Harry sighed shaking his head.

"Dude seriously needs to get some new routine." Mary Jane deadpanned.

"I'll be right back." Naruto said walking towards the two. "Yo Flash!"

Flash turned his head to see Naruto beside him making him let go of the teenager.

"Well if it isn't Puny Parker. Trying to fight for the little people as always, huh?" Flash taunted smirking at Naruto.

"If it makes people like you to stop bullying others then yeah." Naruto said.

"Ha! You actually think you can take me, Parker?" Flash said cracking his knuckles.

"Don't forget who always puts you on your ass." Naruto retorted.

"There a problem gentlemen?"

Flash and Naruto turned to see a teacher standing there with his arms crossed.

"Tch, no sir." Flash huffed walking away.

"I appreciate you coming to students aid, mister Parker. But next time get a teacher to avoid trouble." The teacher said to Naruto.

"I'll try to sir. But you know how it is. Some guys only understand one language." Naruto said.

"Hoho, I know." The teacher chuckled patting Naruto on the shoulder and walked off.

"Thanks, man." The teenager said before leaving as well.

"Dang. I was hoping to see you lay Flash on his ass again." Harry said as he, Mary Jane, and Gwen walked up to Naruto.

"It is always fun to see Flash get knocked down a peg or two." Gwen said.

"Flash just got off lucky, there will be a next time." Naruto said.

"Got that right. Anyway we should head on to class." Mary Jane said.

Everyone nodded and made their way towards their destination.

Later at lunch

As it was the time of eating we see the four friends eating their lunch while talking about certain stuff.

"So you guys hear that the big lottery is coming up in a couple of days?" Harry asked.

"You mean the one where the winner would win a heap tone of money?" Gwen asked.

"Yep supposedly it's gonna be so large that whoever wins won't have to worry about money for the next five years or so." Harry said.

"You honestly think someone's willing to let anyone earn that kind of cash?" Mary Jane asked in disbelief.

"From what I hear the person in charge of the lottery made a massive breakthrough in the stock market he's practically set for life. And the lottery is just extra money he feels like he doesn't need." Harry said.

"And there was that saying about you can never have too much money. Guess for this guy he has so much money he doesn't have to worry about his living arrangements anymore." Naruto said.

"Guess so." Harry shrugged. "You guys thinking about entering it?"

"My family's alright money-wise, so there's no need for me to enter. Doubt I would even win though." Gwen said.

"Same. Thanks to my parents' investments money is not an issue for me either." Mary Jane said.

"What about you Naruto?" Harry asked.

"I might enter. Me and my parents are good. But it wouldn't hurt to have some extra cash in case we need it for emergencies." Naruto said.

"I understand that. Hell with your luck you might win the whole shebang." Harry smirked.

"Harry's right Naruto. You've always been lucky." Mary Jane said.

"Totally remember all those things you win from cards, events, and luck of the draw. It's like Lady Luck is trying to get in your pants." Gwen teased.

"Hehehe." Naruto laughed sheepishly rubbing the back of his head.

"Speaking of pants, did you guys see the ones that the history teacher was wearing today?" Mary Jane asked.

"Yeah it's like they were painted on her body." Gwen said.

"I wasn't complaining. I quite enjoyed the view." Harry chuckled shrugging his shoulders.

"Harry, that woman is obviously looking for someone to catch in her claws. She might be a cougar." Naruto said making Mary Jane and Gwen snort.

"Not seeing a downside, dude." Harry grinned.

"Come on man. If you want to find a good girl, she's got to have class and don't flaunt her body around trying to catch something." Naruto said.

"Oh really?" Harry asked.

"Yeah, like Mary Jane and Gwen. They're both beautiful, but they don't showing off their bodies to others. They actually have standards." Naruto causing Mary Jane and Gwen to blush from the indirect compliment.

"I don't know if you should be talking man. After all you got that poster of Black Widow in your closet." Harry smirked smugly.

Naruto blushed bright red at that.

"T-That's different! She's a beautiful and mature woman!" Naruto retorted.

"And the fact she's in a skintight bodysuit?" Harry still having a smug smirk as Mary Jane and Gwen narrowed their eyes at Naruto.

"It doesn't mean anything! Not just anyone can rock a bodysuit!"

"So how would you feel if MJ or Gwen wore those suits?"

That made Naruto stop and thought about it.


MJ was wearing the same skintight suit Black Widow wears and was leaning backwards with her hands behind her head pushing out her chest. While Gwen was beside her in the same suit turned around and bending over showing off her ass. Both of them winked seductively and blowing at kiss.

"It's all for ~Na-ru-to~!" They both said sexually.

Imagination Ends

Blood spluttered from Naruto's nose before he clamped it with both hands.

"I need to go to the bathroom!" He exclaimed getting up and running to the restroom as Harry laughed at his retreating figure while Mary Jane and Gwen blushed bright red by what they saw, and could only think,

"He finds me that attractive in a bodysuit?" They both thought feeling flattered and felt a great sense of pride hit them.

The next day

The school buses arrived at Oscorp with the students out and observing the building leaving them in awe. (Well except for Harry, but that's beside the point)

"Sweeeeet." Naruto said in awe.

"Totally." Gwen agreed.

"It is impressive." MJ added in.

Harry only chuckled at his friends being in awe of his dad's company.

"Alright everyone, we're going inside and I expect everyone to be on their best behaviors." The main teacher of the trip said leading the other teachers and students inside the building.

Once inside everyone was given a tour and an explanation on what the workers were doing at Oscorp like what they were making, improving, and hoping to achieve. They were shown some of the project and were even given permission to try them out; with supervision of course.

As time progressed we see Naruto talking to a worker about a quantum theory they were working on.

"So theoretically if I add in the defibrillator for 3 max voltage for 10 seconds..." The worker said.

"It could stabilize the compound while giving it a boost in celsius." Naruto said.

"But then again I would have trouble where to put in the excess energy from the 3 max voltage."

"Not if you layered the charge with copper and electromagnetic metal so that way you can still use the energy and save the leftovers."

"But doing that I can recycle the energy without wasting any reserves."

"And you'll be able to reinforce to a better development for future study."

"I must say Mr. Parker, you really know your stuff." The worker said impressed.

Author's Note2: For the record I had no idea what I was talking about I just tried to put in some sciencey stuff.

"Thanks. It helps that before I was a genius I was a master prankster and would take time and planning to execute them flawlessly." Naruto chuckled.

"Ah, you don't say. Y'know I used to be a prankster myself when I was your age." The worker said.

"Really?" Naruto asked.

"Indeed. I was actually famous for a daring and ingenious prank."

"What was it?"

The worker leaned forward and whispered it into Naruto's ear whose eyes widen in shock.

"No way!" Naruto gaped.

"Yes way. I was very proud of it if I do say so myself." The worker said smugly rubbing their knuckles against their chest.

"That's awesome!" Naruto laughed before leaning in. "You think I could try that prank out myself?" He grinned.

"Always have a list of instructions on me just in case." The worker grinned handing Naruto a piece of paper. "To help pranksters alike. Pranks forever."

"Pranks forever." Naruto agreed.

Naruto left the worker and looked around the area seeing everyone doing their own thing and enjoying what they could of the fieldtrip.

"I'll be honest half of that stuff I had no idea what you were talking about." Kurama said.

"It's alright buddy. Not everyone can speak genius. Hell I couldn't back in our old world." Naruto said.

"True." Kurama said. "Hey Naruto..."


"You ever wonder what you're going to do with the rest of your life?"

"What do you mean?"

"I mean don't get me wrong I like this new life better than the one we use to have, but lately I miss the old days whenever we got into action and danger."

"Yeah I guess I can agree with you there." Naruto agreed heading to a vending machine and got a sprite. "I mean sure I'm smart now and occasionally join martial arts tournaments to get my blood pumping, but I miss having a certain thrill." He said taking a drink.

"Right? Maybe you should try and fix that somehow."

"Like what?"

"Why not become a hero like those Avengers or Fantastic Four?"

That had Naruto blink taking the sprite away from his lips.

"Wait, seriously?"

"Why not? You would make a great hero. Plus you have some experience saving towns, villages, and other nations from back in the Elemental Nation."

"That is true."

"And we both know you have a MAJOR hero complex."

"...Can't deny that either. But what kind of hero would I be?"

"I'm sure you'll figure something out. We have time."

"Yeah you're right. No need to rush it."


Naruto flinched feeling something bite his hand and looked at it where the sprite was to see a spider on it sinking its fangs into him.

"Oh a spider. Damn, for such a little guy you sure have a big bite." Naruto said.

He walked towards a wall and pushed the spider off his hand on it.

"Normally I crush anything that bites me, but I'm in a good mood so I'll let it pass." Naruto said. "Now scamper off little buddy."

Not needing to be told twice the spider scurried off leaving Naruto's site.

"Kurama, was that bite poisonous?" Naruto asked rubbing his bite mark.

"Nothing my chakra can't fix. You'll be fine." Kurama assured.

"Cool." Naruto said.

"Hey Naruto!" Naruto turned to see Mary Jane run up so him.

"What's up MJ?" Naruto said.

"You gotta come check this out. They have this screen that shows what you look like in opposite colors. It lets you even take pictures." Mary Jane grinned.

"Oh, this I have to see!" Naruto smiled as he followed Mary Jane.

Unknown Location

"I see you were successful my dear." A female alluring voice spoke in a dark room as she sat on a large web as the spider that bit Naruto was on her finger.

The female was a pale skinned woman having long black hair that was tied in a bun as two strands framed her face with purple eyes and red lipstick on her lips, a curvy figure with H-cup breasts, wearing a black corset dress with a gray sash wrapped around her arms going to her back, and black heels.

"Were you able to access his memories from the bite?" The woman asked the spider.

"Yes, Lady Arachne." The spider chirped.

"Excellent. Show me the newest addition to the web of spiders." Arachne smiled. "This one might prove fruitful at being this world's Spider."

Author's Note3: Just to let you know it's Arachne Gorgon from Soul Eater.

Back with Naruto

It was after the fieldtrip and Naruto and Mary Jane were walking home after getting off the bus.

"I guess I can understand why you and Gwen were excited for that fieldtrip now." Mary Jane said.

"Right? The inventions there were awesome. Makes me want to make some cool stuff like that myself." Naruto said.

"But you have made some cool inventions. Like those go-karts you made for us that use playstation controllers as the steering wheels, or those headphones that let you hear from any electrical device like other phones to hear conversations or tv from any part of the house, heck you even made the motorcycle helmet that allowed you to watch tv anywhere you were."

"True, true. But I just feel like I can do more if I wanted to."

"I'm sure you will. You're one of the smartest people in school."

"Thanks, MJ."

"By the way, are you alright?" Mary Jane asked.

"Yeah, why do you ask?" Naruto wondered.

"Well you have been looking a little pale for awhile." Mary Jane frowned.

"I have?" Naruto blinked.

Mary Jane took out her handheld mirror to show Naruto his reflection and he saw she was right. He was looking a little pale.

"Huh, I am. But I feel fine." Naruto feeling his neck and forehead.

"Maybe you should let your Mom and Dad know so you can rest for a bit." Mary Jane said.

"It might be nothing, but I don't want to worry you."

"Thanks, Naruto. It's just to be safe."

"I gotcha."

Coming to their houses as they lived next door to each other Naruto and Mary Jane went into their homes as Naruto saw his parents inside and informed them of his condition. May being the mother she was settled Naruto in his bed making sure he was snugged in and Ben took his temperature to make sure he wasn't coming down with a fever and had everything he needed for a good night's sleep.

"Just take some good rest, sweetie. Hopefully you'll feel better in the morning." May said rubbing his head.

"Yeah, sport. Just take it easy and sleep it off. And if you need anything we're a holler away." Ben said.

"Thanks, Mom. Thanks, Dad. It's nice knowing I have such awesome parents." Naruto smiled.

"We feel the same about having you as a son." Ben chuckled.

"Sleep tight." May smiled kissing Naruto's head and she and Ben left Naruto to rest.

"Kurama? Anything?" Naruto thought.

"I don't know what's causing this, but I'll work around the clock. You just rest pal." Kurama said.

"Ok." Naruto said drifting to sleep.

That Night

In the nighttime as Naruto was sleeping he was sweating and tossing and turning in his bed while he mind was filled with nightmares of spiders all the while Kurama was trying to figure out what was going on.

As well as the whole time the bite mark on Naruto's hand was glowing and throbbed like a heartbeat.

Inside the Seal

Kurama was looking over Naruto's body very carefully, but couldn't find anything wrong with his brother in all but blood.

"I don't understand. Naruto's perfectly healthy. So why is this happening?" Kurama muttered.

Away from Kurama was the mysterious thing that came into Naruto's seal while he came through dimensions was starting to wake up after hibernating to regain it's strength.

"Ah I feel refreshed. Huh, it seems the body was bitten by a certain spider which sped up the process. Think it's time I introduced myself." The thing giggled as if he was giddy.

"Huh?" Kurama blinked and turned around hearing something. Only to be confused on what he saw. "What the...?"

In Naruto's room

Naruto groaned and gritted his teeth as he felt his body flare up trying to fight off the feeling.

When suddenly from the bite some kind of red and black goop sprung from it and started wrapping itself around Naruto's body. From his hand, to arm, body, legs, other arm, neck, and making way to his face.

Naruto's eyes shot open and gasped at the goop engulfed his head and everything went black.

"What the...? What's going...?"

Naruto blinked getting his barring and looked around in confusion, wondering where he is, before finding himself hanging upside from a building. Though his eyes widened, when he caught sight of his reflection in the windows. Only it wasn't him, it was some... red humanoid figure, with a black spider symbol on its chest.

Looking up, or down, Naruto saw he was hanging from a web, with his hands holding the web and his feet pressed against each other. Moving himself right side up, Naruto let go of the web, and was surprised, when he instinctively stuck to the windows.

And without chakra.

"What is this?" Naruto said looking at his reflection in shock as he moved his head around and felt his body seeing it was himself wearing some kind of skintight leather-felt suit. "This suit. Where did it come from?" Naruto wondered.

"I feel... wow... this feels good." Naruto said as he began feeling the additional power that the suit was giving him, everything around him seemed brighter, more focused, he felt like he could lift a building, or knock one down.

Laughing to himself Naruto removed his hands from the window, and saw he was still sticking to the window. Slowly, Naruto stood up straight on the side of the building, before his body tensed up. Then, without warning, Naruto front flipped on the window, first on his hands, then landing on his feet, before kicking off the building.

"YEAH!" Naruto shouted, as he flipped through the air, before turning around and once again instinctively and made his left hand into a sign and shot a web out from his wrist, and swung it through the air.

When Naruto reached the height of his swing he released the web and flew high up, landing on top of a building, sticking to one of the lights at the top. With the blonde taking in the view, as he realized he was in the city, miles away from his home.

Leaning against the light, Naruto looked at his suit, with an amazed smile.

"This is something else." Naruto said amazed at what he just did from the suit.

Looking at it more Naruto saw it was a form-fitting red suit with a large black spider on the chest and white lenses on the face.

"But this begs the question on where this came from." Naruto said.

"Naruto." Kurama's voice said surprising him.

"Kurama?" Naruto said.

"Yeah. How are you feeling?"

"I feel incredible. Like I'm all better now."

"Thank goodness."

"Do you know what's going on?"

"I believe I can answer that."

Naruto blinked.

"Kurama, was that you?"


"It was me."

From Naruto's back the suit bulged before moving around to Naruto face and the bulge shifted til it looked like a red face that had black markings white jugged lenses and black teeth.

Naruto and Kurama were surprised of what they saw.

"What the hell are you?" Naruto asked.

"Hello Naruto. I am Carnage, and you are my newest host." The thing known as Carnage introduced.

"Host?" Naruto said confused.

"Hey slimeball! He's mine! Find your own body to rent in!" Kurama growled.

"Now, now Kurama no need to get territorial. I'm sure there's enough Naruto to go around." Carnage said.

"What are you?" Naruto asked.

"Well to keep it simple, I'm known as a symbiote. I was trapped in the crack between dimensions where I latched on to you as you were going through them thanks to your fight with Sasuke."

"How do you know that?"

"Thanks to you being my new host I can gain access to your memories. Meaning I know everything about you and the life you had before coming to this world."

"Wow. Invasion of privacy much?" Naruto said flatly.

"I apologize. I just wanted to know everything I could about my new partner." Carnage apologized looking down in guilt.

"I guess I can accept that. Just ask next time you do that."

"So why were you in the crack between dimensions?" Kurama asked.

"That might be due to my own fault." Carnage sighed.

"What do you mean?"

"Well it's like this..."

And so Carnage began the tale that he was the offspring of another symbiote called Venom in his dimension and has caused death and destruction in his own world to the point where heroes from that world banded together to stop him, only for him to do the same with villains which led to a war going out between them. The villains lost and as punishment Carnage was ripped from his host, Cletus Kasady and was imprisoned in the crack between dimensions where he yelled, ranted, and raved about getting revenge and killing people and heroes for know know how long.

"So what, you want me to pick up where you left off?" Naruto frowned as Kurama got ready to expel the symbiote off of Naruto's body.

"Actually no." Carnage sighed.

"Huh/Huh?" Naruto and Kurama blinked.

"See while I was in the crack between dimensions I had a lot of time to think and reflect on what I did. And I was disgusted of the things I have done in my dimension. Killing just for the sake of killings, destroyed families and homes, causing chaos and destruction. I realized I was just feeding off the insane psychotic mind of Cletus. I could've done something about it, but I didn't I just went with the flow and did whatever Cletus wanted to do, all because he was my first host. I felt so ashamed."

Naruto and Kurama were quiet and just listened to Carnage.

"So I decided if I had another host I would do right this time and teach them about my powers, while helping others if I could."

"What do you think, kit?" Kurama asked.

"He's sincere. He meant every word he said and I can feel the feelings of regret and wanting to make amends." Naruto said.

"But imagine my surprise when the host I found myself on became a Spider-Man." Carnage smiled.

"Spider-Man?" Naruto blinked.

"What's a Spider-Man?" Kurama asked.

"Oh do I have a story for you two." Carnage said.

Carnage told Naruto and Kurama the tale of a person from his world named Peter Parker. Of how he was a normal smart kid that got bit by a radioactive spider granting him spider powers and decided to become a hero named Spider-Man after a bad decision led to the death of his uncle Ben. Of how he used his powers for good and protected the innocent.

"Wow, this Peter Parker sounds like quite the hero." Kurama said.

"And his philosophy; With great power, comes great responsibility. That's something I feel like I can get behind." Naruto nodded in respect. "Wait." He blinked. "If Peter Parker is the nephew of Ben and May, then how come there's no Peter Parker here?"

"I think it might be a multiverse theory." Carnage said.

"Multiverse? You mean like different dimensions are realities that are similar but different?" Naruto asked.

"Yes. Like for instance, the Ben and May Parker in this world had no other relatives, therefore Peter Parker was never born or existed. Or in another reality you could be an Uchiha or not the Jinchuriki of Kurama." Carnage said.

"Ew, that's a nasty thought. The kit as a Uchiha? Even worse if he had Sasuke's attitude." Kurama gagged.

Naruto felt a little bile in his throat before he swallowed it.

"I think I threw up a little at just the thought of that." Naruto shuddered.

"Sorry." Carnage said feeling that would be a bad scenario.

"But anyway, it sounds like becoming a Spider-Man of this world might be just what me and Kurama are looking for." Naruto said.

"Totally. I think we found our calling." Kurama grinned.

"So what all could Spider-Man do?" Naruto asked.

"He had super strength, speed, agility, stick to walls of any kind or flat surface, and had a sense that alerted him of any danger coming towards him or others called Spider Sense." Carnage said.

"He had no web power like what I did when I swung through the air?" Naruto asked.

"He did, but not that. See when you wear the suit, you're able to make your own webs. How Peter did it is that he made a device called web shooters that he had on his wrist that let him fire webs to swing around or ensnare his enemies." Carnage explained.

"Wonder if I could replicate that." Naruto thought.

"Well Naruto I say you test these new abilities out before heading back home." Kurama suggested.

"I can do that." Naruto said.

"Oh yeah. Time for a test drive." Carnage grinned going back into the suit.

"Let's go." Naruto leaped off the building and fell through the air before shooting out a web and swung through the air before letting go and soared while twirling and spinning before shooting another web til he started web swinging all throughout the city. "Man this is awesome. I could never do something like this back at the Elemental Nations."

"Got that right, kit." Kurama said.

Eventually Naruto came to a junkyard where he tested out his strength punching and lifting heavy objects and using his improved agility to leap around the area with more skill and reflexes that would make certain ninja back home green with envy.

"Oh, by the way, Naruto I have a pretty cool ability." Carnage said.

"What's that?" Naruto asked.

"Let me have control of your body real quick and I'll show you." Carnage said.

"Ok." Naruto shrugged.

Feeling Carnage have control of his body Naruto saw his hands shifted into a axe and a blade.

"What the...?" Naruto muttered.

"Oh trust me, it gets better." Carnage grinned.

Carnage had Naruto's body leap in the air and swing his axe arm down slicing a truck in two. Turning the body around he made Naruto's body slicing up a refrigerator with the blade arm til it was nothing but little pieces. Wanting to show off more Carnage willed the axe and blade away before turning his hands into claws before swifting them apart firing 10 red and black nails that sunk into a car with the force of the impact knocking it over.

"That... was awesome." Naruto blinked in awe.

"Hell yeah it was." Kurama said blinking in awe as well.

"Thanks." Carnage said with pride.

"Let's test these powers out more!" Naruto shouted with excitement.

Naruto spent the last few hours training his body with his new abilities, testing all the ins and outs of what he could do and not do. When he was done he headed home rest and prepare for the next day.


"What's up family?!" Naruto exclaimed sliding down the stairs then hugged Ben and kissed May on the cheek.

"Well look who's better." Ben smiled.

"Yep! I'm feeling a lot better!" Naruto laughed.

"That's good honey." May grinned.

"By the way, Naruto..." Ben said getting his son's attention. "Me and your mother decided to enter that lottery that everyone's talking about. And we wanted you to decide on what numbers to use."

"Are you sure, Dad?" Naruto asked.

"We're positive." May assured.

"Okay." Naruto said as he began to think carefully. "How about 30, 47, 37, 38, 45, 15."

Author's Note4: I bet you can't figure out where I got these numbers. Hehehe.

"Alrighty then." May said writing down the numbers on a piece of paper.

"How about sprinkling some of that luck, son." Ben smirked.

"You got it." Naruto chuckled before wiggling his hands at the paper.

"You boys." May laughed as Naruto and Ben joined her.

At School

"So your parents really decided to try and win the lottery?" Gwen asks Naruto as they along with Harry and Mary Jane were sitting on the bleachers.

"Yep. They even wanted me to pick the numbers." Naruto shrugged.

"Well then you're definitely gonna win." Harry grinned as if stating a fact.

"You don't know that." Naruto said.

"I agree with Harry. It's a guarantee." Mary Jane agreed.

"We speak from past experiences, Naruto." Gwen added in.

"They speak the truth, kit." Kurama said.

"Totally, from seeing your memories you're incredibly lucky." Carnage said.

"...Well at least I don't abuse my insane luck." Naruto sighed in defeat.

"That is true." Mary Jane nodded.

"Man, just think when you win the lottery, you could try out for Vegas." Harry said.

"I don't know. For some reason I feel like if I went I would get banned for winning too much money." Naruto said.

They all blinked at the possibility of that happening.

"...That would be funny if that DID happen." Gwen snickered.

"I bet later on in life that does happen." Harry smirked.

"Please, that's a sucker's bet." Mary Jane deadpanned before turning to Naruto. "So when you do win, do you guys just plan to save the money or what?"

"Who knows." Naruto shrugged. "But with that money I'd probably buy my own ramen shop." He snickered.

"Denied!" Mary Jane and Gwen said.

"What?! Why?!" Naruto gaped.

"I wouldn't trust you not to eat your own product." Gwen said.

"Plus with how much you love to eat ramen, letting you have a ramen shop is a recipe for disaster." Mary Jane said.

"Harry! Help me out!" Naruto said turning to his male best friend.

"Sorry, but I kinda agree." Harry apologized shaking his head.

"ACK!" Naruto exclaimed like he was struck with an arrow that said 'Betrayal' and slumped on the ground in despair. "No one loves me. I don't do anything wrong. *Sniff* *Sniff* I'm a good boy." He cried.

Harry looked uncomfortable, Gwen looked at him in pity, and Mary Jane stood her ground knowing while it was mean it was best for him.

"Whoa, he's taking this pretty hard." Carnage sweatdropped.

"It's for his own good." Kurama sighed.

The day progressed like any other school day before it ended and Naruto was standing on top of a building ready to try hero work for the first time. It helped that he secretly downloaded an app for the police radio on his phone.

"Okay guys, you ready?" Naruto asked.

"Ready." Kurama said.

"Let's do this." Carnage said.

Naruto nodded and willed for the suit to cover himself up, becoming his new alter ego; Spider-Man.

"Let's roll." Spider-Man said jumping off the building into a roll and stuck his hand out shooting a web as he began web swinging.

"Available units: We have reports of a robbery at the Martin jewelry store." The police radio said.

Spider-Man webbed towards said jewelry store to see 6 thugs loading bags full of jewels while 3 workers were tied up with their mouths wrapped up.

"Hurry up. We got to get this stuff loaded before the cops come." The leader thug said.

"I know dude. We're going as fast as we can." One of the thugs said.

"Or you could put the jewels back and give up." Spider-Man said as the thugs turned to him and he waved at them. "Hi. New superhero here to kick your butts."

"Blast him!" The thugs took out guns and began firing at Spider-Man who jumped over the bullets and landed in the middle of them before shooting webs at their guns and yanked them out of their hands.

"Don't you know not to point guns at people?" Spider-Man sassed.

After getting over their shock the thugs rushed at Spider-Man to gang up on him but he dodged, twirled, and backflipped over them before throwing in punches and kicks to knock them all down, knocked out.

"Now I want to stay there and think about what you've done." Spider-Man said webbing the thugs up before he went to the hostages and got them untied. "Are you people alright?"

"Yes, we're fine." One of the workers said.

"Thanks to you." The other worker said.

"No problem." Spider-Man said.

"Who are you?" The last worker asked.

"I'm the new hero of New York City, Spider-Man." Spider-Man said before leaping outside and webbed away. "Not bad for a first take down. But I still have more to do."

And so the day progressed as Spider-Man stopped thugs from robbing, car-jacking, getaway cars from the police, save people from fires, and other things. After a few hours Spider-Man made his way home into a tree, changed back to his regular clothes, and jumped out of the tree before heading towards his door.

"Not a bad day for my debut, huh guys?" Naruto said.

"True. Though I would be lying if I said I was expecting more." Kurama said.

"You have to start somewhere, Kurama. I'm sure it won't be long before we have to fight super villains." Carnage said.

"I guess." Kurama mumbled.

Naruto came into the house to see Ben and May sitting on the could looking at the tv that was showing the lottery.

"Naruto you came just in time. They're about to show the numbers for the lottery." May said.

"Sweet." Naruto grinned sitting beside his parents.

"Here we go." Ben said.

"Okay everyone, here are the numbers for the lottery." A man said as the balls dropped showing the numbers. "30... 47... 37..." The Parker family was on the edge of their seats. "38... 45..." The family gulped in nervousment. "15. Those are the numbers for the lottery."





"YES!" The family cheered.

"We won!" May squealed.

"Thanks to our lucky son." Ben laughed ruffling Naruto's head.

"Hahaha, no biggie!" Naruto chuckled.

"I have to call the lottery people and let them know!" May said going to the phone.

"Now Naruto, remember..." Ben said looking at his son. "Just because we now have lots of money doesn't mean we go crazy with it."

"I gotcha, Dad. Whatever money you give me I'll use it responsibly." Naruto said.

"Good boy." Ben nodded.

Later in Naruto's bedroom

"Well my family's rich now. Guess Harry was right." Naruto said laying on his bed.

"Just make sure you use that money wisely." Carnage advised.

"Trust me Carny. The kit knows the value of money." Kurama assured.

"Things keep turning up after another. I feel like nothing else can surprise me at this point." Naruto said looking at his hand where the previous spider bite was, but now it's gone.

"True." Kurama said.

Just then blue electricity suddenly came off of Naruto surprising him, Kurama, and Carnage.

"What... was that?" Naruto asked sitting up.

"Did Peter ever have some kind of electric touch or something?" Kurama asked Carnage.

"...No. Not from what I remember." Carnage said. "The spider bite must affect you in a different way."

"I mean I guess it makes sense since I already had my own powers before the bite gave me spider powers." Naruto said.

"This is going to be fun." Kurama grinned.

"I agree." Carnage smirked.

"I think I'm going to like my new life." Naruto said, shaking in anticipation of what's to come.

So there you have it my Naruto x Spider-Man story that's actually that. Now I will be honest I don't know the comics that much so all the Spider-Man stuff I do will be based off shows. (Unless you guys want to tell me ideas from the comics, then that's cool.)

Um, I don't have much to say except I hope you like it and all.

OH! Before I forget here is the harem. (Because honestly if the Spider-Men wanted to, they could have harems no problem. And Naruto is a likable character, just ignore his many faults that his NO GOOD CREATOR PUT ON HIM! Sorry, I just had to say that.

Harem: Mary Jane, Gwen, Liz, Anya, Felicia/Black Cat, Doreen/Squirrel Girl, Tandy/Dagger, Ava/White Tiger, Natasha/Black Widow, Janet/Wasp, Jennifer/She-Hulk, Silver Sable, and Carol/Ms. Marvel.

I have a few ideas for the other pairings except for the obvious ones like Ben and May so stay tuned.

And I have other stories I plan to update that I haven't touched in awhile when I can. Like Demon King, Pokefied Ninja, Equestria's War Hero, and my Reading stories along with others. Plus adding more new stories, but feel like I want to take a page from VFSNAKE and how he does stories, but with few chapters.

By the way: I'm using my sister's laptop at the moment since mine's indisposed. But hopefully I can get it back.

Anyway love ya'll, stay safe, and if YOU want to make a story of your own go ahead and do it. But be careful because some people can be picky, myself included, but I be nice about it.

Okay that's it. See ya for now!