Chapter 3

"So, fireballs were coming out of your hands?" Peter asked Gwen, he was trying to keep his voice down so no one could find out what he was talking about.

The blonde's eyebrow corked halfway up and she nodded, with a smile on her face. "Yes….I didn't burn down anything, though, don't worry."

"Well that's a good thing."

"No kidding," Gwen said, that was something that threw here completely and utterly off guard to say the very least. The blonde brushed her fingers through her hair. "So….."

"You're trying to figure out if anything else is happening to your body, other than the obvious things that are happening to your body," Peter said and Gwen's smile became extremely forced. "But….."

"I know," Gwen said, almost breathlessly as she kept her eyes locked onto Peter's for a few seconds. "But, you know….."

"I actually came up with some ideas," Peter said and Gwen was curious about that. "I mean, I've got these powers, shouldn't I do something with them?"

"Well that's up to you, just because you have powers, you don't really owe anyone anything," Gwen said with a smile. "Especially considering it might draw some attention to yourself."

"You said it yourself though," Peter countered and Gwen wondered what she said. "The crime rate in this city is going through the roof and I don't think that I'll….."

"I know, I know," Gwen said and she smiled. "Believe me, your heroism is endearing…but…"

Gwen trailed off, to be honest, she had no reason why she should argue with what Peter was doing. The blonde racked her mind and thought about it.

"You've got a good point, actually," Gwen said and she smiled. "And I'm sure that someone with your brains, you're thinking about a productive way to go about this."

"Pretty much," Peter agreed, as they heard the first bell.

"We'll talk about this after school," Gwen said and the two of them made their way up the stairs with each other. They were chattering about various things and Peter made his way up the stairs.

"Yeah, my Dad said that there was a big explosion at OsCorp….."

"That place, it should be shut down, do you realize what it's doing to the environment?"

"You worry too much about what it does to the environment, Osborn's greedy ass put my father out of a job, he put his company out of business."

"Seriously?"

Peter and Gwen stopped and they tried not to act like he was listening to them.

"Hey, Parker, watch where you're going."

Peter stopped and nearly run into Flash Thompson. He took a step back and he sighed. Flash was the usual jerk jock douchebag, as everyone at Midtown High well knew. The problem was that he was the best at the world at what he did, and that was being a Quarterback. He lead the team to state twice already.

Even though his academics were not the best in the world, he was good at football.

"Flash, didn't see you," Peter said calmly.

Gwen glared at Flash as he was looking towards two of his cohorts. Nerds and jocks always mixed like oil and water.

Peter could hear a buzzing in the back of his head. He stepped out of the way, as one of the jocks tried to crouch behind him as the other prepared to push him over his back.

'Really, what are we, five years old?' Gwen thought as she tugged her hair but she was amused as one of the jocks tripped over the back of the other jock.

They scrambled up to their feet, about ready to gain some measure of revenge but Flash turned to them.

"Remember what he said…..if we are caught fucking with anyone, we're off the team," Flash said nervously. Their new coach was a hard ass and Flash had to work equally hard. And said coach chewed him out.

"I thought you wanted us to….."

"Not when people are watching," Flash said, although he had no idea why Parker annoyed him so much. He just did.

"Flash, aren't you going to walk me to class?"

Flash turned around and then he saw his girlfriend, on again and off again, Liz Allen standing there. Suddenly she stopped and stared.

'Parker…..Peter Parker….no way,' Liz thought to herself. There was something different about him, she couldn't really understand what it was however. Her dark hair framed the front of her face and she peered out at him. The Hispanic beauty watched him leave. 'He must be….didn't he…..well I guess he's not so puny any more.'

"Hey, I think you're girl's gawking at Puny Parker….."

"No, he must have gotten contacts, he isn't wearing his glasses any more," Liz said quickly and Flash stopped, stared, and accepted that one.

"Don't see what that hot babe sees in him….."

'Really, you don't?' Liz mentally thought to herself but she shook her head. What the hell was the matter with her?

She wondered if she had stayed up too late cramming, that it was doing weird things to her brain. If she didn't pass this next set of exams, she would be off of the Cheerleading Squad and her parents would not be happy with that one.

"So did you think of a name?" Gwen asked as she managed to get some kind of communication link set up. "Can you hear me….."

"Spider-Man," Peter managed and Gwen nodded.

"Well that's entirely accurate," Gwen said as she could monitor Peter from afar and step in if she got into trouble. "This is a field test of your powers. I've got a police scanner here, I should be able to pick up crimes."

"Right, and…..very valuable," Peter said but he could hear something beneath him.

"To your right," Gwen said and Peter nodded, without breaking any stride or missing a beat.

"Yeah, I see it," Peter agreed with her, and his pulse quickened as he dropped down onto the ground. The web slinger was ready to move or at least as ready as he was going to be.

There were a group of hoods, dressed in biker jackets, wife beaters, and jeans, with red bandannas pulled over their faces and sunglasses on.

'Must have only a face a mother can love,' Peter thought to himself, and he became mindful of his surroundings.

The ledge that he was on was the perfect vantage point.

"The old man, he isn't going to move out," the leader of the gang commented to him.

"If he isn't going to move out, then….we're going to have to lean on him, apply some pressure," one of the goons said, cracking his knuckles fiercely and there was a great amount of agreement from all sides. Along with some sadistic laughter, but Peter remained calm.

"We get him tonight, force him out, and we're going to own this block."

Spider-Man dropped down on the ground. He was dressed in a red and black hoodie, a pair of jeans, and a face mask.

"What are you supposed to be?" one of the gang members asked.

"I'm part of the neighborhood clean up crew," Spider-Man said and he perched himself. "Time to take out the trash."

"Waste him!"

On one hand, Peter could not believe that had said such a cliché comment but on the other hand, he was not surprised.

"Really, must have taken you hours to come up with that one," Spider-Man said and he dodged the attack. It would have been a dangerous attack, if he was not a spider powered super hero.

The thug clung against a set of trash cans, his head bouncing.

"Fitting for garbage like you," Spider-Man said and he climbed up the building, out of sight.

"Where did he go?"

"He's right here," Spider-Man said, as he wrapped a line of webbing around his foot and pulled him up to the ledge.

The web shooters were working good, although the fluid was a bit jerky at first. Then again, he only had less than a week to work on it.

The web slinger saw a high tech weapon pointed at its face. It was a shame that the thief who wielded it was not too high tech.

"Yoink."

The web slinger pulled the weapon from his hand and then a second web yank caused him to be pulled into a leaping knee to the face, knocking him down.

"DIE!"

The thug swung the crowbar at Spider-Man's head, intent to cave it in.

He stood there and tried to fire the two web shooters. There was a clink and the web shooters refused to fire.

'Oh that's lovely,' Spider-Man thought to himself, holding up his hands but no matter what, he could not force the web fluid out.

He improvised, leaping onto the shoulders of his adversary, and then flipping him down to the ground.

The good news is that he made spares and they were pretty cheaply made. This was a test after all. The web slinger continued to take him down.

The sounds of sirens could be heard and Spider-Man stopped. All of the thugs were down and there was broken glass surrounding him.

Spider-Man was the only one who was still standing there and his heart kicked to a heavier heartbeat. There was only one thing that he could think right now.

'Oh shit, please don't….'

"Freeze….whoever you are, you're under arrest for destruction of public property."

Spider-Man had no desire to fight New York's finest.

"Take off the mask and stand down," Captain George Stacy said, as he stepped forward. "Come down, son, no one else needs to get hurt. You'll be back home by tonight if you….."

There was another explosion nearby. Someone had planted a bomb somewhere.

The leader of the gang rubbed his jaw, and looked angry. That freak with the spider powers was going to cruise for one alright. He tried to look around but the cops were there.

And it was time for him to get gone.

A limo pulled up at the doorway and the young man stopped and stared. The door opened and there was a hand that motioned for him to get into the limo.

"You're not going to believe this."

"What aren't we going to believe, Mr. Dillon?"

"Perhaps the spider has disappeared, I still don't see why you assume that it's bitten someone," Octavius whispered as he ran the simulation of some of the most probable events of what could have happened.

"I'm certain that someone disposed of the spider, whether it was the person who was bitten or some accomplice, I want to figure this out," Osborn whispered. "There have been no cases of anyone getting admitted into the hospital for unusual poisoning."

"We've been at this for a week sir, I'm certain that the spider….may have escaped into the wild, perhaps it got consumed by some predator," Octavius suggested, using his robotic arms to manipulate the equipment. This was a futile endeavor.

"No excuses, I know what the most probable results are, the wiped security footage, the missing spider, and the explosion in the lab," Osborn said to him, and he wasn't going to take no for the answer. "Nothing's turned up yet…"

"Perhaps there's nothing to turn up, sir….."

"You are lazy and unambitious, Octavius," Osborn said to him and he made his way outside the office door.

"Sir, there is a call….the Board wants to speak with you….."

"Tell them that I'm busy," Osborn snapped, not in the mood for the board and their games.

The subordinate nodded and turned around to do the deed.

Osborn hated this, that over the past nine days, he investigated this matter, and over the past nine days, he found absolutely nothing.

A spider like that did not disappear and a spider like that would not be consumed to a predator. Octavius was making excuses and it was because of his incompetence that the formula failed in the first place.

"Mr. Osborn, sir….."

"WHAT?" Osborn asked, looking extremely ill tempered. The man backed up, swallowing.

"You wanted to look for any suspicious activities…..involving anyone….with super powers or something like that," the man said and there was a long pause as Osborn nodded his head. "Well, sir, you might want to take a look at this."

Time stood still and Osborn made a split decision. "This better be worth my time."

"Don't worry, sir, it will be," his subordinate said and Norman Osborn stepped forward, waiting to see what news this would bring.

There was grainy television footage of a man who was dressed in street clothes, with a mask over his face. This young man exhibited amazing abilities, sensational and spectacular even. Norman Osborn viewed him slowly, as he took out the thugs.

He was raw, he was clunky, but the power was there.

"Did you get a better shot of him?" Osborn asked, closing his fist together. He tried to keep himself calm.

"No, sir, I didn't."

"Useless," Osborn hissed, venom flying from his voice. He did rewind the footage right away and continue to watch it. There were many questions going through his mind and not a sufficient amount of answers. Who was this man?

Who was this spider powered young man?

He had a piece to the puzzle missing and now he needed to find out what it was. Osborn hated mysteries, and he refused to believe that this matter was out of his hands, right away.

"So the field test for my powers went well, how about you?" Peter asked Gwen and the blonde raised an eyebrow. "Other than….well other than your father trying to bring me in…"

"That figures, Dad takes his job way too seriously, but it's unfortunate that a lot of criminals are walking because who they know."

Peter decided to bring this back around to what he asked. "You didn't answer the question."

Gwen's sigh was long and it was almost like she was trying to figure out what she was going to say. "Well I've got some kind of mild Pyrokinetic abilities. But, it's either all or nothing. I figured that the coverage is too wide and…"

"I'm sure it's simple as controlling your other movements, just visualize and it'll come to you," Peter said and Gwen's lips curled into a momentary smile.

"Right, visualize and it will come to me," Gwen agreed, easier said than done more often than not. Yet, she had to try. "The web shooters, they were a decent idea in theory, but they kept jamming out there, didn't they?"

"Prototype, I'm fine tuning it."

"Just keeping doing that, and I'm sure that a few other inventions are coming to mind," Gwen said and she looked back. "You have to be discrete about what you put out through….."

"Do you think anything that I can dream up would be good enough for people to want to buy?"

"Pete, you'd be surprised about the useless crap people by, it's all about perception," Gwen reminded him and he could not argue with that point. "And let's face it, what you're coming up with is far from useless crap."

"Right, right," Peter said, he could not argue about that point. "So, a nice dry run against the criminals out there."

"Yeah, but one of them got away, you might want to think of more permanent ways of securing them," Gwen said and Peter opened his mouth. "No, nothing that extreme but there are hardened gangsters out there. People who wouldn't hesitate to put a bullet in your head. Several if you give them a chance."

"So, increase the web fluid, and maybe develop something that could knock them unconscious," Peter said, rolling over the thought in his mind.

"I'd say develop some kind of paralyzing substance, you are a spider and spiders paralyze their prey before wrapping them up," Gwen said and she smiled. "Also, you might want to have a better costume, other than the threads you wore today."

"Gwen it was a dry run….."

"And while clothes don't make the man, they make him look like the man," Gwen continued. She was not the type to get all gushy about fashion like a lot of other girls did but at the same time, it would be foolish to deny what was happening out there. "So, if the clothes define you, then you should get out there, and do things…"

"Right, I will," Peter said. "So, Spider-Man is becoming a thing?"

"I guess it is," Gwen said, and she thought about it. "Your powers are stabilizing but I'm sure as you evolve and you test your powers to their further limits, your abilities will increase. Just like that."

Gwen snapped her fingers for emphasis.

"And as for me….."

"Work in progress?"

Gwen laughed, work in progress was putting things really mildly. Never the less, it described things quite nicely.

"Yes, Pete, a work in progress," Gwen agreed, as she went over some tests. "Now no side effects other than the spider powers. But your DNA is changing slightly. You're more spider than man, but you're still a man…..with spider capabilities."

"Hence the term Spider-Man," Peter said, unable to resist getting that quip out.

"Right," Gwen said as she could see the fireballs appear from her fingers. Peter watched her, nervously.

"So, how often does that happen?"

"Only when I get excited about something," Gwen said and Peter smiled.

"So the next time we have sex, maybe I should be careful?"

"I'm controlling it, just not as well as I would like to," Gwen said grudgingly but she saw a newspaper clipping. "Pete…..I think I've got a good idea to have Spider-Man's name out there and make you better known."

"What, are you going to have me take a bunch of pictures of myself trouncing bad guys?" Peter asked.

"No, but I think that a publicity stunt would be a good thing, I mean the Fantastic Four does publicity stunts all of the time and so does Iron Man…..although Stark was doing those before he put the suit of armor on."

"Yes, I know," Peter said, Stark was a genius but there was time where the man came off as an attention whore. Just a little bit.

"But, you see, there's something that you could do, you can challenge this guy, he's throwing out an open challenge to anyone in the world. And there is a cash prize involved in there."

"So, you want me to challenge some guy named Bonesaw?" Peter asked. "In some kind of underground caged fighting thingy."

"Pete, lay off the Buffy speak first of all, and yes, that's what I suggest you do, but it's up to you," Gwen said. "You can take this guy, he's likely all show and no blow. Last thing I heard, he was endorsing some kind of beef jerky product."

"Seriously?" Peter asked, raising his eyebrow.

"Yes, seriously," Gwen said with a smile and she kissed him. "It's Saturday night, just think about it."

"I am thinking about it, thinking about it's nuts, but this entire spider powers thing is completely nuts," Peter commented and Gwen smiled at him.

"What a world we live in, everything is nuts," Gwen said wisely and Peter could not argue that.

Gwen was not sure what kind of psychological affects long term their powers would give to them. However, this was unprecedented powers. In theory, both of them should have been dead all things considered. Or at least driven into a catatonic state.

"Peter, we're here."

Peter smiled as his Uncle Ben had driven him to the library right across from the arena.

"Look, Peter, I know you must be going through something right now," Ben said to him. He could tell that Peter was going through that phase like most teenagers did at that age.

"Well, I just want to get through my Sophomore year," Peter said and while it was true, it was not the only thing that he was getting into. He was going to meet Gwen in about an hour and he did have some work to get done in the library. So it wasn't a complete lie.

"Just know that your aunt and I are here to help you and you know that….."

"Actually, I'd like to ask you a question," Peter said, making a split second decision and Ben Parker was all ears. "If…..let's say you got a special talent and you could use it to better yourself, would you?"

Ben Parker looked extremely thoughtful. "Well it depends on what you're doing and what the talent is."

"Well….."

"I won't deny if there is any right or wrong answer to this, because the world isn't it black and white, and sometimes doing the right thing can lead to people suffering," Ben told him wisely. "And sometimes doing what is outside of the law to help someone, can help someone. It's not cut and dry as people make it out to be."

"Right."

"I do know this and this is the one thing you need to realize. With great power, there must also come great responsibility."

Peter blinked for a second and nodded.

"Just follow your heart, and it won't lead you wrong."

"I'm about to snap into your face!"

Bonesaw taunted the crowd. In the crowd, there was a sign that read "Send for the Man." He was a man dressed in black leather with a prominent black beard and long black hair, although there was a bald spot in the middle of his head. He waved his finger.

"No one can stop me, no one can stand up to me," he said in a loud gravely voice. "I'm in the Danger Zone!"

The man was dragged from the cage.

"Who will step up to face the champion? Who will step up to face Bonesaw? Ladies and gentlemen, Bonesaw is ready. Five minutes in the cage for one million dollars cash. Who will fight our champion?"

"I will."

A man dressed in a red bodysuit, with spider like web markings descended from the ceiling.

"Ladies and gentlemen, the one, the only, the Spectacular Spider-Man has entered the cage," the announcer said and Bonesaw looked at him.

"You are about as big as my thigh, kid," Bonesaw said as he made a breaking motion with his hands.

"I'm a lot bigger than I look," Spider-Man said and Bonesaw rushed him, trying to nail him with a running elbow to the head.

Spider-Man jumped high into the air and the web slinger dropped down onto the ground behind him. The web slinger bounced off of the side of the cage.

"Get down here, punk," he growled and the web slinger bounced off of the cage, landing down onto the back of the head of his enemy. The web slinger flew up over the head, sliding underneath the extended arms of his enemy.

The web slinger knew he could not use his web lines but he had a lot speed. Spider-Man fired a series of punches and the large fighter backed off for a few seconds.

He coughed for a second and he nailed him with a kick and rocked him with a series of elbow strikes. His elbows were like violent blows and would knock out a normal opponent. Spider-Man staggered for a second and he taunted him. A huge punch knocked him onto his back.

"Time to put him down for the count."

The man climbed up the cage and was about to drop a huge elbow onto him. The web slinger moved out of the way of this flying elbow drop. Spider-Man bounced off and snapped off a flying kick. He nailed the cage and Spider-Man dodged his attacks. He slammed himself headfirst into the side of the cage.

The web slinger dropped down and scaled the cage. The web slinger pushed himself up of the cage and drove himself down onto the back of the head of his adversary.

Bonesaw dropped down to the ground and Spider-Man rolled over. He got up to his feet and the crowd went into a hush. Bonesaw was down on the ground and Spider-Man raised one hand into the air.

Bonesaw was defeated and the crowd was buzzing. Some cheered but there was a silence that happened through the crowd. The web head got up to his feet.

"Five hundred bucks, are you fucking kidding me?" Gwen asked as she stared the sleazy looking fight promoter down. Then again, she shouldn't be surprised from an underground fight promoter. But she hoped that Peter would get more.

"Hey, the kid doesn't have a license and neither to do, sweetie," the fight promoter said, looking at Gwen with a leering stare. She was wearing a hood and glasses to obscure her identity.

"It said in the fine print, anyone in the world…"

"Look, I didn't expect some mutant freak to come through the crowd and defeat the champion," the fight promoter said and Spider-Man stared him down.

"You're a scum bag and a liar….."

"That's the business, Spider-Man," the man said as he lit a cigar. He spoke in a Brooklyn accent. "It's all about swerves, it keeps the crowd guessing. You have to swerve the people."

"He isn't worth it," Gwen said. "His business is going to fall flat on its face and….."

There was a knock on the door and a hooded hoodlum entered, holding a gun on the fight promoter. "Give me all your money, you son of a bitch."

Peter and Gwen both wondered if this hoodlum had been cheated out of a payoff by this douchebag as well. Neither would be surprised.

"Both of you, back against the wall," the hoodlum said, waving his gun but Peter lifted his arm up, wondering if he should get involved.

The web slinger decided to disarm him with one quick web line and he was knocked down. Gwen lifted her hand up and closed his arms.

The fire surrounded the hoodlum and prevented him from escaping.

"You crazy mutie bitch!" the fight promoter howled. "Are you going to….."

Gwen accidentally on purpose back handed him into the file cabinets, causing him to take a nap and no sooner did she hear that, there were the sound of sirens.

She had to cut the fire off, to keep things from spreading and at that point, the hoodlum made his way out of the door.

The web slinger launched a line of webbing around his feet and tripped him. The man fell to the ground with a sickening crunch and Peter wrapped him up nice and easily.

"Police are coming, that….."

"Holds for thirty minutes, but I'm working on a formula that holds for an hour," Peter said but considering that the police was on their way to the door, it would be sufficient.

Peter and Gwen made their getaway. The arachnid themed hero could not help but shake the feeling that his actions today had interesting ramifications. But what, he had no idea.

Osborn watched the footage through beady eyes, he was not only proven correct. Someone was bitten by one of his spiders.

And someone was caught in the explosion of the goblin formula as well. Someone experienced powers that way. The formula worked on them and the secrets as to how would be discovered when he ran some genetic tests. He had his best scientist try and reverse engineer the serum once more, because the sands of time run down.

He watched over and over again, the fight promoter get back handed like he was a fly. And the fact she effortlessly maneuvered with nearly as much agility as this Spider-Man.

"Octavius, I trust you're getting all this," Osborn said.

"Yes, sir, you were correct, someone was bitten by the Spider but….." Octavius said and he knew that his job was going to get more serious in the coming weeks.

"That's not all, there was a second person empowered."

To Be Continued.