Chapter 1: One Shocking Start

The funeral was a quiet affair. A few dozen people who Ben had known or worked with in his life. Peter and Gwen were actually the only people there below forty.

"We're gathered here today, to lay to rest one of the kindest men the world has ever known," the guy at the podium says. He says more, but Peter can't really concentrate. He tries not to cry. He tries not to think about how this was his fault. Every so often he hiccups, while forcing down a sob. His Aunt May is doing the same.

"It'll be fine Peter. I promise," Gwen whispers next to him. She graciously allows him to take her hand, and Peter squeezes it every so often. As the service nears its end, people start walking up to the casket in a single file line, each person having a moment with Ben.

Peter almost doesn't go up there. He can't handle the guilt as it eats him alive. But he manages to stay in the line as it gets shorter and shorter. When it's his turn, he starts to cry.

"Uncle Ben," Peter starts. "It's my fault. And I am so, so sorry. I'd do anything to take it back," he says, as his tears start to grow stronger. He gulps down his emotions as he stares at his uncle's face.

"I'll never forget what you said. Never," Peter says, as he walks away. He's ready now. He's going to honor his Uncle Ben in the only way he can.

He'll be a superhero.

.... [Spider-Man] ....

"Alright so first, you need a cool costume," Gwen says, as she goes through Peter's closet. He groans.

"Gwen, I highly doubt I have a superhero outfit in there," Gwen ignores him, as usual, while she digs through his clothes.

"You'll need something original, flexible and fashionable," Gwen mutters, mostly to herself. Peter sighs, as he starts sketching out some designs. He'd love to be able to wear some super awesome outfit, but right now money was tight; he had $35 to his name and he'd stretch out every single penny from here on out. He'd have to improvise hard-core if he wanted to make this work.

"I've got it! This hoodie is nice, and you've barely worn it," Gwen says, throwing said garment onto Peter's face. He plucks it off of himself, looking at the hoodie. It's thin, made for cool summers or warm winters. It doesn't have any unique design on it, and it's rather plain.

"Gwen, you expect me to fight crime in a hoodie?" He asks. Gwen crosses her arms.

"It's cool! And hey, I've got a jacket at home that would go great with it!" Gwen points at him. "You have got to look cool. Rule number one of being a superhero," Gwen says, and Peter snorts.

"Yeah most of the X-Men break that rule. You seen that dude Wolverine? Yellow spandex is ugly as sin," Peter says. Gwen laughs.

"Ugh it's also totally dated. What is he, ninety or something?" Gwen says in between laughter. Peter shakes his head.

"Either way, maybe this could work. But we need more than this. Way more," Peter says, as he looks through his phone. There are so many ideas going through his head and he's got no clue where to start. Gwen flops down on the bed next to him, as she pulls out her laptop.

"Let's get back to the basics. You've got strength, speed, pre-cognitive abilities and fast reflexes, so you definitely need flexible but strong material to fight in," Gwen says. Peter snaps his fingers, looking at his phone still as he points at her.

"I'm also way more flexible than before. Basically anything a spider does, I can do," except create webbing, which would be really useful to tie criminals up in, until the police get there. Gwen hums curiously as she types in her laptop.

"Huh... So look, for my last science fair I made an adhesive that was far stronger than regular glue," Peter blinks.

"Didn't that lose though?" He asks innocently, but Gwen's glare makes him think he said the wrong thing.

"Yes, it lost to a stupid volcano. Ugh," Gwen shakes her head angrily. "The point is, that you can do almost everything a spider can do, except for creating webbing, right?" Peter thinks Gwen might be psychic.

"Yeah... Lemme take a look?" She offers him her laptop and Peter scans her work. It's solid. Very solid. With a few additional adjustments, maybe he can make something work? Peter quickly starts to jot down some notes in his phone as he reads more about her special adhesive.

"I think I can use this. Make a special type of like, sticky webbing out of it." Gwen smiles happily.

"See? I'm a genius. Go ahead. Call me it," Gwen says. Peter frowns.

"Eh. You're kinda smart I guess," he says, enjoying the pout that comes across her face.

"I hate you," she exclaims. Peter snorts.

"Love you too bestie. Now, here's what we're gonna do...," The two kids continue to talk. To plan.

Peter is getting there. He's so close.

.... [Spider-Man] ....

"Gwen, are you sure I look ok?" Peter asks. Gwen nods excitedly.

"Dude you rock! Ugh I am truly a fashionista. Maybe I should go into fashion?" Peter wants to facepalm. He's got on his red hoodie, which now has a black spider icon sewn into the front. Gwen's blue jean jacket also has a matching red spider icon sewn into the back. He's wearing thin, black sweatpants and believe it or not, old red and blue bowling shoes he found under his bed.

He's got no idea where they came from.

Peter's also got spandex gloves on - and ok he can see why so many heroes use it, it's light and flexible and feels pretty nice on his hands - with a simple little contraption built into the gloves that Gwen is calling Web Shooters. Honestly, a dumb name, but seeing as he doesn't know what else to call it, they're going with it for now.

Finally, inside the hood of his hoodie, he's stitched in a simple red mask made from spandex with the most expensive part of the costume; that being the black, reflective lenses from an old pair of Gwen's glasses that he is now indebted to pay back someday.

"I do feel kinda cool right now," Peter says, checking himself out in the mirror. It's not the best design in the world, but it's very casual and pretty unique. Gwen squeals in delight, as she goes over to her bed.

"Alright, so take these - you can keep them, but I am getting a new pair of those glasses," Gwen says, handing him a pair of Bluetooth earphones. He slips one in under the mask, and pockets the other.

"We keep in contact with this. I'll use my laptop and my dad's police scanner to alert you to any crime as you go around the city," Peter nods at her words, before pulling his hood and mask down.

"Hey, you know you don't have to help, right?" Peter says. Gwen pokes him in the chest.

"Duh. But if you think for one second I'll let my best friend do something as dangerous and exciting as this without helping at least a little bit, then you, Peter Parker, do not know me," Gwen says, adding a dramatic flair to the end of her sentence. Peter just laughs, as he hugs her.

"What would I do without you?"

"Probably still be lost in that mall," Peter groans, breaking the hug.

"Gwen, I was a scared five year old, all alone with no one in sight!" Peter says. Gwen just shakes her head slowly.

"Excuses, excuses. Now we're wasting daylight. You've got two hours before my mom gets back home and I'm not supposed to have boys over when no one's here." Peter snorts.

"I count as a boy?"

"Somehow, yes," Gwen says. Peter is about to go through her window, when suddenly he realizes something very important.

"I don't have a name," he says softly. Gwen just stares at him.

"Peter, that's like the most important thing! How did you forget to pick a name!?" Gwen asks. Peter raises his hands.

"I was too busy making the Web Shooters! You try and make a working prototype of something that doesn't exist out of an old toaster and some wires!" Really, he's surprised it only took him two weeks. He wonders if the spider bite also made him smarter. He's not sure, but he's definitely been excelling even more than usual in math and science lately.

Gwen tiredly rubs her face.

"Alright, ok... Bug Boy?"

"Hell no! Maybe something like Kid Arachnid?"

"Child of Spiders?"

"What about Impulse?"

"Sounds stupid. Hmm, Arachnid Kid?"

"Now you're just being difficult,"

"Excuse me for my best friend being terrible at naming things,"

Peter takes a deep breath.

"I will forget that you said that. I'll just think of something while I'm out," he says, opening the window completely. He takes a deep breath. In theory this should absolutely work. He does a quick peek to make sure no one can see him, and he jumps out of the building.

As he rushes towards the pavement, he starts doing mental math faster than he ever did before, and uses two fingers to shoot out a string of webbing. It connects to the neighboring building and, using his newfound strength, he propels himself forward.

The wind rushes past him, and he's absolutely glad that he has on a full face mask as he connects his webbing to the next building. And then the next. He feels a little awkward and stiff, but he thinks he can get the hang of it with enough practice.

"Peter, can you hear me?" Gwen's voice says through his left ear.

"Loud and clear. This is kind of fun actually," he admits, as he turns a corner at a faster speed. He does a small flip in the air as he shoots another web out.

"Awesome! When you get the hang of it, I want a ride too," Gwen says, and Peter laughs.

"You'll be the first one to take the Arachnoid's express!"

"Ew. No, doesn't work. Try again."

"Ugh Gwen, why are you so mean to me?"

"Someone has to keep you humble,"

Peter doesn't think anyone has to actually. Not after - he refuses to think of it. He swings faster, doing more and more flips and maneuvers that would make professional acrobatics jealous.

"Anyway, I'll keep you posted Peter. Just keep your eyes peeled for any street crime," Gwen says, and Peter looks carefully around him as he swings. Every so often, someone on the ground looks up. Peter tries to stay high enough to avoid a large amount of attention for now, but he's definitely getting noticed.

He really needs to think of a name.

"Stop! Help, my purse!" A voice cries out, and Peter whips his head around. A lady is chasing after a thin man with a blue purse in his hands. Peter swings down lower, and then lands on the ground right in front of the thug. The guy skids to a halt, and then tries to turn around, but Peter flips forward, punching the guy in the chest. The guy immediately groans, falling over.

Yeah, Peter's gonna have to work on his strength.

The thug coughs, as Peter takes the bag from him.

"Gotta say, blue isn't your color man. Maybe magenta? Oh! Yellow would definitely fit your complexion!" The thug merely coughs again in response. It uh, it doesn't sound good.

"Is... Is he gonna be ok?" Gwen asks. Before he can answer, the woman catches up to them. He hands her the bag, and she takes it, a look of confusion on her face.

"Um thank you, I'm not - I'm sorry, I don't recognize you," she says. Peter rubs his head.

"Yeah I'm uh, I'm new! First day on the job and all that. They didn't give me a pamphlet or anything though! He jokes. The lady chuckles.

"What's your name?"

Peter thinks. He really does. It almost seems impossible to figure out what to call himself, until it finally clicks.

"I'm Spider-Man! Friendly neighborhood protector, at your service!" He then grabs the thug, and throws him up in the air, before quickly webbing him up into a large cocoon hanging off the ground, onto a nearby lamp post.

"Really Peter? Spider-Man? You're a child!" Gwen says in his ear, as he waves at the nice lady. He then leaps into the air and shoots out a web, swinging off into the distance.

"Gwen come on, I'll grow into the name! Just give me like a year or two and no one will notice I'm not an adult!" He says confidently as he swings through the city.

He's got some work to do.

.... [Spider-Man] ....

Peter ends the two hour patrol with another purse snatching and two muggings under his belt. Each time, he made a silly joke or two, webbed the criminals up and left. And he was getting better at pulling his punches; the last guy actually talked after he punched him!

But the patrol had to end, at least for today.

"It's getting late. I'm gonna head back home Gwen, Aunt May is expecting me back anytime," he says, and Gwen yawns.

"Yeah my mom should be here soon. Kinda sad that nothing happened on the police scanner though," Gwen says.

"You don't have to keep tabs on it all the time, just hit me up if anything majorly bad is happening, ok?" He asks. Gwen laughs.

"You didn't even need to tell me. I'll keep my eyes and ears open. Anything happens in the neighborhood and I know about it, I'll text you. Bye Pete," Gwen says.

"Bye bestie, talk to you later!" Peter says, as he reaches underneath his mask and clicks a button. The call disconnects, and Peter starts swinging again. He's really gotten way better and it's only his first day!

He gets to his home, and quickly gets in through his window - leaving it slightly cracked was smart. He undresses and puts on a normal outfit, before he leaves back out the window. Peter walks over to the front door and opens it.

"Aunt May! I'm back!" He says, as he takes off the coat he just put on.

"Ah in here Peter! Come here!" His aunt says from the kitchen. Peter takes off his shoes and walks into the room. There's a few cookbooks on the table, his aunt reading from one of them. She looks up at him and smiles.

"Want to learn a few things? I'm making smoked barbecue steaks with my famous sweet potatoes," May says, and Peter's stomach growls in hunger.

He's noticed that lately his appetite is definitely much larger than it used to be. Peter's theorized that maybe his metabolism has increased significantly enough that he's forced to eat more, but he's not sure. What he is sure of is that he's hungry, and excited to learn how to cook.

"Sure!" He says happily. "Where do we start?"

Him and his aunt go over the book, reading the recipe and following it mostly word for word, with a few embellishments here and there. His aunt really did know how to make amazing food. As the food gets close to being done, his aunt's demeanor starts to change. Her smile is more forced, and her body trembles every so often.

"Are you ok Aunt May?" Peter asks softly. His aunt gives him a small smile, before tears start to fall.

"I wish we could have done this with Ben," she says, and Peter quickly hugs her.

"He'd have liked this a lot," Peter says, as his guilt begins to rise. His aunt hugs him tightly.

"I miss him so much. I keep expecting him to walk through the front door every day," May's near sobbing now. And Peter can't take it.

"I... When he was driving me home, we sorta...," Peter starts. "It wasn't an argument, but I just acted like a brat and left the car," he says. He pulls back from Aunt May slowly.

"And I just - if I never left the car, he wouldn't have been there and then he'd be alive." It's not the entire truth, but it's enough to get his guilt to calm down. He's afraid to look his aunt in the face.

"Oh sweetie," Aunt May pulls him back towards her. "That is not your fault, ok? And even if it was, your uncle wouldn't want you to blame yourself. Ever," Peter doesn't know really. Would Uncle Ben hate him, or be upset that he'd caused his death?

Peter doesn't know. He won't know until he joins him.

"I still feel bad. I just - I'm sorry Aunt May. I'm so sorry," Peter's own tears force themselves out, and he and his aunt cry softly together. The warm kitchen suddenly feels cold, and dark.

Just like Peter's heart.

.... [Spider-Man] ....

"Hey you guys hear about that new superhero?"

"I saw him swinging around a few days ago! He's kinda cool honestly,"

"My mom got saved by the guy. Calls himself Spider-Man or something,"

The school hallway was buzzing with talk over the new hero in town. Peter tries to ignore both the excitement and the nervousness he's feeling from being so brazenly talked about.

As Peter heads into the cafeteria for lunch, he nearly runs into Eddie. The older teen gives him a deadly glare. Peter makes himself as small as he possibly can.

"I - you go first Eddie," Eddie just stares at Peter for a few more seconds - which feel like an eternity - before Eddie scoffs and walks away.

"We're eating together. Grab your shit and meet me at the table Parker," Eddie says. Peter wants to facepalm. What does Eddie want with him now? There's no science project or anything of the sort, and it's not like Eddie is gonna be like 'hey I'm sorry for scaring the shit out of you and pushing you up against those lockers that one time'.

Peter goes and waits in the line, grabbing his food - meatloaf today - and then scans the tables, looking for Eddie. Said teen is eating alone, as usual. Peter pushes down his nerves and heads for the table. He's not afraid per se, not anymore, but he definitely doesn't want anything to happen.

He sits down directly across from Eddie, the older teen making a face at the meatloaf.

"I swear this school's damn food can't get much worse," Eddie says. Peter almost chuckles, but catches himself.

"So what did you need Eddie? Help with science? Math? Maybe lit?" Eddie snorts.

"Yeah no. What's been going on with you Parker?" Eddie asks. Peter's heart skips a beat.

"What are you talking about?" He says, playing dumb.

"I mean, first you can't even kick a ball without falling on your ass. I also remember a few months ago when you lost your glasses and you were bumping into everyone in the halls." Eddie shakes his head, as he looks right into Peter's eyes.

"And now you can apparently see just fine without your glasses -,"

"- I'm using contacts,"

"Contacts wouldn't help you kick Flash's ass." Eddie says, and then smirks. "I'll admit I enjoyed that. Asshole had it coming," Eddie's smirk fades just as quick as it appeared. "So what's up, huh Parker? How did you take down Flash when even I wouldn't want to meet that roided out jerk in a dark alley,"

Peter is kinda amazed that out of everyone in this school, Eddie is the one to notice this. The differences between who he was and who he is. Peter quickly thinks up a few different excuses.

"It's - it was basic mathematics Eddie, I avoided one punch and then using my momentum and some math I did a leg sweep that was able to take him down," Peter softly laughs. "If the principal hadn't shown up, my ass would be grass,"

Eddie's gaze seems sharper now. Calculated. The older teen grabs his tray, and stands up.

"Fine. I'm satisfied. For now," Eddie then walks away to another empty table, and Peter resumes eating the low quality food. He'd have to be very careful around Eddie from now on. If his secret ever got out, then goodbye to a normal life.

Heh, Peter admits it's funny. Right after the bite, he didn't care about having a normal life at all. But now... Peter has a responsibility now. He's got to keep people safe, and he's going to do that. But he needs to keep Peter Parker and Spider-Man separate.

Peter is a small pre-teen who is smart but timid.

Spider-Man is larger than life, loves jokes and is as strong as ten men.

Peter eats his lunch in contemplation, unaware of how often Eddie turns his head to look at him.

.... [Spider-Man] ....

"Ah, another glorious patrol after school!" Peter yells, as he swings through the city. He's really getting the hang of this he thinks. It's only his fourth time swinging through the city and he thinks he's a natural at it.

"Yes Peter, shout to the world how you definitely are not a man, and should be a home playing Fortnite," Gwen says through Bluetooth. Peter laughs, as he makes a particularly sharp turn in mid-air.

"Come on Gwen, it's fine! Besides, school was a drag today. Eddie Brock - I told you about him right? - he knows something's up with me," Peter says, and Gwen hums.

"Certainly odd given how that guy hasn't paid much attention to you before. Well, except to threaten you," Gwen says. Peter sighs, as he lands on a nearby rooftop.

"I just don't get it. I think he's a lot sharper than he lets on. Only way to explain his behavior," Peter says, as he checks his Web Cartridges. Over half full. Good. He jumps back into the air, and begins to swing again.

"Well you're just gonna have to be smarter about this Peter. Don't do anything to attract attention in school," she says, and Peter agrees. He's going to have to make sure to stay as absolutely mild mannered as necessary to keep any interest off of him.

Because if Eddie really isn't that attentive and Peter was imagining it, then that means other people can figure him out too.

"Hold on, the scanner is going off," Gwen says. Everything is quiet for a few moments as Peter zips through the air.

"Heads up. A bank near you just sent off their silent alarm," Gwen says. He hears the faint sound of her typing. "Six blocks away, Henderson National. You copy?"

"Loud and clear. Be there in two minutes," Peter says, as he turns to the left and swings faster, cutting corners and then in a daring move to gain speed, jumps into the air, landing sideways on the tallest building and then he runs across his, his momentum carrying him further when he jumps and swings away.

The bank is in sight when Peter sees someone running out of it, bags in hand. Peter also does a double take when he gets a load of the guy's outfit. The crook runs right for a parked car, and Peter lands on it violently, the glass on all four sides shattering.

"Sorry man! Early withdrawals aren't allowed here, I'm afraid I'll have to ask you to go put the money back," Peter says. The guy raises his left hand towards him.

"Move or die, freak!" Peter rubs his chin in mock thought.

"How about neither? I'm not a fan of death and this car is very comfy. Where'd you buy it, same place as your fishnets?" Fishnet man angrily drops the bags of money and points his other hand at Peter. Suddenly, the tingle comes back and it's strong. Peter quickly jumps high, as a wave of what something rushes out of the gauntlets on the man's arms. The car is sent flying, and Peter grabs a nearby lamp post.

"Wow! Was that pressurized air!? No way, that's way too much. Maybe some sort of -" His tingle - Peter really needs a better name for it - goes off again as the fishnet man tries again to hit him with his gauntlets. Peter leaps to the left, avoiding it as the lamp post is twisted up violently. He tucks and rolls as he hits the ground, sending a web to the man's leg. He trips the man, and then starts to web him up into a cocoon.

"Man what are those? They are so cool," Peter's inner nerd comes out. Fishnet man struggles for a few seconds in the web cocoon.

"I made 'em myself! They create powerful shock waves using vibrations," the man says gruffly. Peter gasps.

"That must mean you're the Engineer!"

"What?"

"Or the Vibrator!"

"Hell no! I'm the Shocker!" Shocker says. Then he chuckles. "Gotta say, I heard a kid was the only hero around this part of New York. Makes my job easy," suddenly, the web cocoon is ripped apart by what Peter now knows is a powerful vibration.

Shocker points his gauntlets at Peter, but the tingle doesn't go off.

"Look kid, I really don't want to off ya if I don't have to, so just go along and play yeah?" Shocker says, and Peter laughs.

"Sorry man. I just can't take you seriously in that outfit. Fishnets! Seriously!? Fishnets!? What's next, latex and a ball gag?" The tingle happens, and Peter jumps high. But the tingle doesn't stop, and Peter notices why too late.

Shocker only used one hand a moment ago. The other blasts him, and Peter is hit with the full force of the attack. He's sent flying, and he lands hard on the roof of the bank.

"Peter! I heard that thud from here, are you ok!?" Gwen asks. Peter groans, as he shakes his head.

"I'll live. But that was not pleasant," Peter says, before he stands up shakily. Shocker is running now, the bags of money in his arms. Peter swings after him, trying to come up with a game plan.

"You have to destroy those gauntlets somehow. Do you have a plan?" Gwen asks. Peter mentally starts rattling off ideas as he swings through the air, getting closer to Shocker.

"I got one idea. It's reckless though," Peter says, before he gets close enough to Shocker to flip over him, and then grabs the man's arms. He squeezes as hard as he can, and his tingle goes off.

"Wha - hey don't touch that - " as Peter feels the gauntlets giving way, the vibration hits him full force in close range. Peter's body racks with pain as his body feels like it's going to fall apart. Peter grits his teeth and holds on with everything he has - until the gauntlets finally crack.

The vibration dies instantly, and Peter laughs weakly.

"Alri - alright Shocker, now you're gonna... Gonna..." Peter can barely focus, and the tingle happens again as he feels a fist hit him in the chest.

Peter falls over, and Shocker runs away, yelling something. Peter can't focus though. He's so weak and tired.

"Peter!"

"...Hear Me!?"

Peter groans in pain, as he slowly stands up. His body still feels like shit though.

"Clear and loud. Too loud," Peter says. Gwen sighs in relief.

"You were out of it for a second. I was really worried," Gwen says.

"Sorry Gwen. Didn't mean to worry you," Peter says, as he looks around. The bags of money were gone, and Shocker was nowhere in sight.

"I guess this is a draw?" Peter says, as he hears sirens approaching. He quickly swings away, getting as far away as he can.

"How is this a draw? Peter you lost,"

"Ah, but I did manage to break his toy. He'll have to get it fixed first. And hey, maybe the cops can find Mr. Fishnets on their own now," Peter says.

"Crap, my mom is home! Gotta go, stay safe Pete," Gwen says.

"I'll probably head back home and ice my... Everything. Talk to ya later Gwen!" Peter says, as the call disconnects.

His body aches, and while he's fairly certain that he heals faster now too, he knows this is gonna take at least a day to recover. What was he thinking? Those shockwaves could have torn him apart! He needs a much safer and much better plan for if this Shocker ever shows up again.

And Peter has a sneaking suspicion that he will.

.... [Spider-Man ....

"Yes, that will be fine. Five tomorrow is perfect, I'll see you then. Bye," the man says, before he hangs up his phone. He sneers afterwards.

"Bunch of imbeciles. The board would be nothing without me," he says angrily, before holding down a button on his landline.

"Send him in," he says. A few moments later, the front doors open and Miles Warren walks in.

"Yes Mr. Osborn?" Norman scowls at Warren.

"Well? Have you made any progress in anything yet?" He demands. Warren winches.

"We found the spider. It was deceased, and most of the traces of its special properties have vanished," Norman controls his rage.

Barely.

"Fine. It wasn't that important of a project," Norman lies. "What about the main project? How is it coming along?" Warren smiles.

"We are exceeding expectations Mr. Osborn. The cloning tests results of the rat have been most excellent. We're ready to move into the actual testing at any time," at least some good news was happening today.

"Perfect. Have those set up as soon as you are able. When do you think human testing can start?" Norman knows he won't like the answer.

"It is difficult to say. It all depends on if these first few actual tests succeed. If everything goes smoothly... Maybe a year. Possibly two," Norman grits his teeth. Every day has been hell. He doesn't know if he can last another year or two.

"Get those tests done and make sure they go right. I want this all ready as soon as absolutely possible," he says, and Warren nods.

"Yes Mr. Osborn, I'll get right on that. Goodbye sir," Warren says, and walks out of the room. Once the doors close, Norman holds his face in his hands. It's been over a year now. One of the worst years in his life, and he will have to repeat it again. And even longer if these tests fail...

"It won't fail. I promise it won't," he opens up his phone, looking at a picture of his son. He forces the tears down. Crying will solve nothing, and Norman Osborn is a man of action. He'll solve this.

At any cost.