Part 1  - OriginEdit

Midtown Laboratory of Genetics and Environmental Sciences

Peter Parker and his Science class at Midtown High are taking a Field Trip. Peter is walking with his one of his best friends, Gwen Stacy, outside of the Laboratory. Norman Osborns' car pulls up infront of the Laboratory.

"Harry. You're not going to get into anymore trouble are you?" Norman says to his son.

"No Dad." Harry says with a grunt and sigh.

Norman gets out of the car and opens Harry's door for him. He looks over and sees Peter and Gwen, "Oh Hi you two!" 

"Hi Mr.Osborn." they both say simultaneously. 

"Sup Pete, Gwen." Harry says getting out of the car. 

Norman gets back into the car and drives off. 

"Hey Harry, aren't you excited to see this stuff? It's so cool." Peter says walking with everyone inside of the Lab. 

"Yeah..ground and Earth stuff whoo" Gwen says in a sarcastic tone. 

"Whatever." Peter gets out his large camera and starts taking pics of the place and walks forward. 

Gwen looks at him and says to herself, "I love him so much." in earshot of Harry.

"Im sorry then." Harry says with a snicker.

"WHAT?!" Gwen says, blushing. "YOU DIDN'T HEAR THAT!" she quickly walks away as they join the class again. 

Peter stands next to Harry as they join with the rest of the class. Peter feels the body heat of Flash Thompson behind him as he turns around and looks, "Oh God." he says to himself.

"Sup Parker!" Flash says smacking Peter's books from his hands.

"Christ, this dick head." Harry says.

"See ya, Peter Porker." Flash says entering the classroom.

"Why do your let him smack you around like that Pete, you need to stick up for yourself."

Peter gets his books and Camera from the floor. 

"Nah man, I'm not a fighter." Peter says, "Although my dad is basically a fucking killing machine. Well..part time Killing Machine." he takes a few snapshots with his Camera.

"That's perfect, get him to teach you some moves, and next time Flash tries to mess with you, break a few bones man." 

"No. I don't like to fight..I mean, I can fight but, I'm not gonna waste my energy on him" Peter says exploring more of the Lab. He finds a blue lit room, titled "Insect Genetics" 

"Wow.." he sneaks in beckoning at Harry to follow him. 

"Yeah but don't you ever get tired of him picking on you, this is a great opportunity to make him stop." Harry says following him. 

"Yeah..yeah" Peter says while looking at the enormous amount of insects in the room. 

"What the hell? They're doing experiments on all these insects." he looks to the side and sees a smaller room with the title "Super Spiders." Peter walks into it. 

"Do you think we should be here right now?" he asks Harry.

"Obviously not, so yeah sure." Harry says in response.

Peter sees rotating tubes with Spiders in them. "Cool." he says. 

He pokes one of them, the rotation stops. 

"Ok, I think you messed something up." 

They then hear a small opening sound. 

"Oh god..WHAT DID I DO?!" Peter yells. 

Suddenly, Spiders drop down from the ceiling and crawl all over Peter and Harry. 

"Oh Jesus Peter, what the hell!" Harry says shaking and stomping around. 

Peter does the same as he makes his way out of the room still shaking his clothes and bag. 

Gwen finds Peter and Harry shaking themselves, she stares at them. 

"You guys havin' fun?" she says. 

"Yep its been a hoot, hasnt it Pete!" Harry says with agitation. 

"Totally." Peter says looking at Gwen. 

A spider crawls up Peter's back and bites the nape of his neck. 

"AH!" he says grabbing his neck. 

"What? You get bit?" Harry asks. 

"Nah, it's fine I was just..singing a song." Peter bobs his head, trying to play it off. 

"Man, you got some weird taste." 

All three head outside to see Peter's dad, John Fallow Parker, pick them up. 

"Hey dad." Peter says, 

"Hi Mr.Fallow Parker or..Mr.Fallow or..Mr.Parker" Gwen says awkwardly. 

"Hey guys." John says. 

They all get in his car as he drives home. 

They get home and all get out as they are Neighbors. Peter gets out slowly and is slouching a bit, he seems tired. 

"Peter, are you alright?" John says getting out of the car. 

"I'm fine Dad..Just..tired" Peter says starting to lean on Harry a little. 

"Hey man, I think you need some sleep." Harry says pushing his arm over his shoulder. 

"Yeah, take Peter to bed, please Harry." 

Gwen walks next door, to her home as she says bye to everyone. 

Harry takes Peter in the house and upstairs followed by John. 

"Oh god..I GOT BIT, I GOT BIT I GOT BIT!" Peter says to Harry, not knowing John is coming up the stairs. 

"What!? But you said you didnt!" Harry says. 

"Peter, you ok?" John says from the stairs. 

"UH! FINE DAD!" Peter says shutting and locking the door,  

"I lied! I didn't wan anyone to worry or anything! Especially not Gwen." 

"YOU ARE AN IDIOT, Ok ummm, just stay calm." Harry says. 

"You sure, I hear lots of noise?" John says to peter walking up the stairs. 

"IT'S ALRIGHT DAD! WE'RE JUST PLAYING..MORTAL KOMBAT!" Peter says to reassure his father. 

Peter's Uncle Ben walks up the stairs, "Hey, Pistol Pete. I got a souviner for you." 

"PFFFFFF, PISTOL PETE!" Harry says in a mocking manner. 

Peter punches Harry in the arm and opens the door, trying to hide the large bump on his neck. 

"What;s up Uncle Ben?" Peter says. 

"Hey Ben, long time no see." Harry says. 

"Harry nice to see you, how's your father?" Ben replies

"Oh, he's fine." Harry answers

"Alright, Peter I found this and I thought of you." Ben says going in his pocket.

Ben gives Peter a glass model of a Spider. 

"Woah.." Peter says looking at it. 

"Yeah it's nice, found it in an antique shop, well you boys keep safe, im gonna talk with John for a little." Ben leaves the room. 

"Seeya." Harry says in response. 

"Bye guys." Peter shuts teh door and falls on the bed breathing heavily. 

"You need anything?" Harry asks. 

"Water? I don't know.." he breaths harder. 

Peter starts to sweat a lot.

Harry goes into the fridge downstairs and gives him a bottle of water.

"Well Hell, dont you think we need to go to the hospital."

"NO!" Peter yells, "we have to keep this on the DL." 

He drinks the bottle of water and throws it on the ground. 

"You staying the night?" he asks. 

"I guess I'll have to." Harry says concerned. 

"Ill just order a pizza, throw on Mario Kart and we can keep this rollin." 

"Alright." He puts his head back on his pillow. 

After many hours of procrastination and sleeping, the morning comes. 

Peter stumbles out of his bed, almost hitting Harry who's sleeping on the floor. He takes off his shirt and looks at himself in the mirror. 

"..Woah." he says, noticing he's seemingly grown muscles overnight. 

"Damn Pete, be a little more caref-.....ok how did you make gaines in one night?" Harry says surprised. 

"I..I don't know." he replies flexing his muscles.

"HARRY! PETER!" Norman Osborn says from downstairs. 

"..Wait, is that your dad?!" Peter asks. 

"...Damn, uhhhhh, stay here, ill talk to him." Harry rushes downstairs. 

Peter follows putting on a shirt halfway, 

"Hi Boys." Norman says, "Peter, your parents and your Aunt and Uncle had to go to work a little early, so I'm taking you two to school today." 

"Oh a yeah sure dad, just let us get dressed and we can head out." Harry hurries back up the stairs, pushing peter back up. 

"I'm going! I'm going!" Peter says getting rushed. In his room, Peter puts on his glasses. 

"..I can't see in all" Peter says, "My vision is perfect.."

"Well just put em on and take them off at school, c'mon we gotta go." Harry says fully dressed.

Peter gets dressed and puts on his bookbag and runs downstairs to go into Mr.Osborn's car. 

Both Peter and Harry get into Norman's car and he begins to drive him to school. 

Peter looks outside the window, suddenly an alarm goes off in his head. 

"..What the hell?" he says to himself, looking around. He notices Mr.Osborn is about to hit a pedestrian. 

"MR.OSBORN, WATCH OUT!" Peter screams, Norman looks up and stops the car to a halt. 

"Jesus dad, what the hell!?" Harry says angrily. 

"I'm sorry..Uh, thank you Peter." Norman says. 

He looks at Harry, "Watch your mouth, Harry." 

"You need to stop taking steroids. Peter." 

"I don't take steriods." Peter snaps back. 

They pull up at the school and get out. 

"Thanks for the ride Mr.Osborn!" Peter says, 

"Seeya dad." Harry says exiting the car. 

Norman waves and drives off. 

As Peter and Harry walk into school, they see Flash Thompson as he stares at them. Peter takes off his glasses and puts them in his bookbag. 

Flash walks up to Peter. "Hey Porker, how ya doin today?!" He pushes Peter as he does so. 

"Leave me alone, Flash." Peter yells. 

"Why, what are ya gonna do about it?" He pushes Peter again. 

"C'mon Flash, leave him alone." Harry asks. 

"Shut your mouth, Osborn" Flash says back. 

Gwen runs over and pushes Flash, "Leave them alone!"

"Oh wow Parker, gonna let a girl fight your battles, how pathetic." He then pushes Gwen to the ground.

Peter looks at Flash with an angered face, he pushes him into the lockers, "DON'T YOU DARE TOUCH HER!" he yells into his face. 

Gwen blushes. 

Flash is surprised. "Ok, you're a dead man Parker!" He then attempts to punch peter in the face. 

Peter swiftly dodges.

One of Flash's friends come up to him, "Flash! Don't do this right now. Do it during the free period!" 

"Ok Parker, out back, one hour, or I will find you and stick my foot in your ass." Flash walks away flustered. 

"Damn Peter, trying to impress Gwen or something?" Harry says, 

"I..I don't..I don't know" Peter says grabbing his bookbag and walking to class. 

1 hour later, Midtown High

Peter walks out of his class and talks and laughs with Harry and Gwen. 

One of Flash's friends come up to peter. "Alright Parker, Flash is waiting for you." 

"Ok Peter, time kick this guy's ass and show who is on top." Harry says with confidence. 

"Lets do this." Peter says walking outside and confronting Flash. 

"You ready to get your ass kicked Parker?"  Flash taunts. 

Peter stands there and beckons at Flash. 

"Alright you prick!" Flash punches at peter with lots of force. 

Peter Dodges. 

"..Woah" he says to himself. 

"What the hell?" Flash continues to try and punch peter. 

Peter keeps dodging, grabs and squeezes Flash's fist. 

"Ah, ah Parker let go!" He attempt to kick peter in the balls. 

Peter dodges and punches Flash in the chest making him fly back and hit a student. The crowd around them all look at Peter in shock and awe. 

"Wh-What the hell are you, freak!" 

Peter looks around at everyone and eventually runs off campus and into an alley, he slides down a wall and sits down. 

Harry attempts to run after him but is quickly out ran by Peter. "Pete, c'mon come out here!" Harry yells out and Gwen follows him. 

Gwen goes into the alley and finds him, "I found him!" she beckons at Harry. 

Peter sits on the ground looking at his hands, "What's wrong with me?" 

Harry runs over. "Pete, that..was awesome." 

"NO. It wasn't." Peter yells, "That was scary." He puts his hand on the wall. 

"Ok so kicking the ass of someone who has been bullying you since freshman year is scary? Ok then." 

"Back off, Harry." Gwen says, "He's never done that before and he got called a freak for it.". 

She notices Peter's hand is still on the wall. 

"..Peter?" she says. 

"My hand is stuck." Peter says trying to take it off the wall. He puts his other hand on the wall, but it gets stuck as well.

"Oh Jesus Pete." Harry attempts to pull his arm of the wall.

Peter raises his hand up and puts it up higher and the wall, he does the same with his other hand and again and again. 

"Peter.." Gwen says. 

"Yeah?" Peter replies not realizing what he's doing. 

"You're crawling up the wall.." she says.

"Uhh, Pete, you're about 15 feet in the air...."

"..WHAT THE FUCK?!" Peter yells. He looks up and down, he looks at Harry and Gwen and smiles. 

"WOOOOOH!" he says as he jumps from the wall onto the ceiling of the roof. 

"Watch your mouth, Peter." Harry says mockingly. 

Gwen and Harry run upto the roof to see Peter standing on the edge. 

"Woah. What are you doing?" Gwen says. 

"Being some sort of monkey man from the look of it." 

"Haha..Not Monkey-Man" he looks at Harry. 

"I'm Awesome-Man." 

"Oh boo, so generic." 

Peter gets down from the ledge, "Look at this.", he squeezes the palm of his hand with his two fingers and webs splatter out of his wrists. 

"...Ew, i knew you hit puberity but out of your hands, that aint right man." Harry says. 

"Are those webs?!" Gwen says. 

"Yep. I've got an idea." Peter replies. 

Two days Later

"So, how do you like the makeshift costume I made for you? Which are from my own clothes by the way." Gwen says over the phone. 

"It's good, but kinda weird due to the fact that you own boys clothing.." Peter replies. 

"Yo Pete." Harry says walking up the stairs entering his house. 

Peter quickly pulls Harry in and shuts the door.

" do 'ya like the duds?" Peter says showing Harry the costume. 

"I didnt know you were into that kind of stuff." Harry says, 

"Oh shut up. Here." Peter replies giving him a bluetooth. 

Peter dives out his window and climbs upto the top of his house building. 

" Spider-Man" 

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Part 2 - S.H.I.E.L.D.Edit

3 Weeks Later

A man on a long trench coat and eye patch calls John Fallow Parker on his phone.

"Yes Sir" John says.

"Fallow! There is this kid running around New York, callin' himself Spider Man, I want you to bring him to the Heli-Carrier."

"Ill get on it sir." John hangs up the phone.

Spider-Man is swinging around New York. 

"WHOOOOOOO HOOOOOOOOO!" he yells as he flips in the air, 

"Damn, these web streamline things really do the trick!" Peter says to Harry and Gwen on his hands free phone. 

"That, is the worst name i've ever heard, call em web shooters." Harry says. 

"That's actually not too bad." Peter says, chuckling, "Where's the crime at guys??" he asks Harry and Gwen. 

"There's an armed robbery at a convenience store on Diamond Garden street." Gwen replies. 

"Alright, LET'S GET TO WORK!" Peter yells.

John is driving down towards Diamond Garden street

Peter swings down to the store and looks around to see an empty store. 

"Uh..guys? There's nothing here." he says.

"That's the point." John says behind Peter. "You're under arrest for vigilantism."

Peter freezes with John's gun pointed at him, "..shit" he says quietly into his phone to Gwen and Harry. 

"..IS THAT YOUR DAD?!" Gwen screams. 

"Hands in the air." John says with his gun pointed. 

Peter puts his hands up and turns around, he webs his gun and yanks it out of his hands. He then runs into an alley and wall jumps upto a roof.

"We got a runner! " John calls up multiple shields agents that corner peter in the alley.

"No where to go now." John says coming in the alley. 

"Shit!" Peter says with his head down and his back facing towards the agents. 

"DAMMIT PETER!" Gwen yells. 

"You gotta get out of there, use your web shooters!" Harry says. 

"Now, slowly take off the mask." John says slowly walking to Peter. 

Jane Parker Fallow comes down from the roof of one of the buldings, 

"Sorry I'm late." she says to John. 

Peter takes off his goggles and his hood as he faces his parents, he pulls down the face mask. 

"Hi." he says. 

"......WHAT THE HELL PETER!" John says in surprise. 

"WHAT DO YOU THINK YOU'RE DOING?!" Jane says grabbing her son's arm. 

"I'm doing what's right!" Peter yells, "If you all can do this, why can't I?!"

"You arent even 18 yet! Get in the car now!" John yells at peter.

"..No" he says yanking his arm away. 

"Peter, this isn't a choice. Get in the car NOW!" Jane says sternly. 

"NO!" Peter shoots a web and and swings away to the roof. 

"Peter, you shouldn't have done that.." Gwen says. 

"Shit, we need eyes in the sky, get my kid now!" John says in his com. 

There are multiple drones deployed in the sky hunting for Peter. 

Hours later

Peter sits on the top of one of the buildings near all their houses sitting with Gwen and Harry. 

"Shit, I guess I'm a fugitive now" he says eating a burger which Harry bought. 

"Well, you're boned my friend." Harry says. 

"I don't know if I can go back home. I'd go over one of your guyses houses but..we live right next door to eachother." Peter says. 

Gwen stares at Peter.  

"I still think it's the right thing to do though..if they can be badass Shield Agents why can't I be a superhero?" he asks. 

"Hey Gwen, you into spiders? Seems like it." Harry says. 

'Shut the hell up!" Gwen yells. 

"HEY! Pistol Pete! You here??" Ben yells, 

"..Oh shit, it's Uncle Ben!" Peter says. 

"I like your Uncle Ben. He's nice." Gwen says. 

"Damn Pistol Pete, gotta talk to your uncle dontcha?" 

Peter looks down from the roof, 


"Pete, i need to talk to ya, can you get down from there?" Ben says, 

"Nah..uhm you can come up here though!" Peter replies. 

"Huh, you really expect a 60 year old man to climb on a roof?" Ben asks sarcastically, 

"There are stairs right over there." Peter points to his left. 

"Ok Peter, this is private, please come down here." Ben asks. 

Peter sighs and looks at Gwen and Harry, 

"Should I?" he asks. 

"Well, doesnt seem have any bad intentions." Harry says. 

"Yeah, just go and see" Gwen replies.

"Alright" Peter says, he crawls down the wall and meets with his Uncle. 

"Yeah?" He says to his Uncle. 

"I got someone for you to meet." Ben says. 

"..Who?" Peter starts to get defensive. 

"Walk with me." Ben says signaling peter. 

Peter walks with Ben. 

"What is this all about?" he asks. 

"It's about you Pete." 

They both walk into an alley, suddenly multiple armed guards center the alley with assault rifles aimed at Peter. 

When they do, a man in a long trench coat and eye patch walks into the alley. 

"Hello Peter." He says. 

Peter gets into a defensive stance. 

"Who are you?!" he yells. 

"Me? Im your Uncle's Boss, Nick Fury, director of S.H.I.E.L.D" Fury extends his hand for a handshake. 

Peter shakes his hand, "What do you want with me?" he asks. 

"Im here to give you a job kid." Fury says. 

"What is it?" Peter asks. 

"Well, obviously you just can't be runnin around catching criminals, you can be arrested that way, But. Say if you were under my pay roll, I could give you full jurisdiction over the entire city and you can get payed pretty well doin it. What do ya say?" Fury says to Peter. 

Peter looks around at Ben and at Gwen and Harry up on the roof. 

"So you're saying..I can protect New York like Batman protects Gotham?" Peter asks, 

"I'm sorry, Fury. I can't accept the offer." Peter says, "This isn't the life for me." 

"Well, alright then, pack up boys." Fury gets back in his car as the armed agents disperse. 

"Sorry." Peter says to Ben. 

3 Days Later

Peter is in line with Harry at a store, he has a bottle of soda and some Candy in his hand, they get upto the front of the line. 

"$5.07" the clerk tells them. 

Peter pulls out five dollars and three cents. 

"That's not enough." The clerk says, 

"..It's four cents less." Peter replies. 

"Hey, Rich kid. Help your broke ass friend out here." the clerk asks Harry.

"....You sir, are a dick." Pulls out a dollar and gives it to Peter.

"Oh wait, I got it wrong it's 6.07. Not my problem." The clerk smiles. 

"Screw this." Peter says as he walks out the store. 

The next person comes up and steals money out of teh cash register while no one is looking. He passes the food and drinks to Peter and Harry. 

"Hey! A little help?!" The clerk asks Peter.

"Not my problem." Peter says as they both walk out of the store. 

Peter and Harry walk down the street until they hear a gunshot up ahead, seeing the thief run off as they rush to the man. 

"Pet-Peter." Ben was laying on the ground with a gunshot to his gut. 

"Uncle Ben!" Peter yells out. 

"Oh jesus!" Harry yells in surprise. 

"Peter, p-please don't use your power for glory or fame..." Ben coughs,

"NO! Save your words, we can save you! SOMEBODY CALL AN AMBULANCE!" Peter yells. 

"Listen, with great power..comes great..responsibity" Ben says as he gives his final breath and lays lifeless. 

"Uncle Ben..UNCLE BEN!" Peter yells, he puts his head on Ben's stomach and cries. 

Ambulances come racing to the area as cops push harry and peter back. 

One Week Later

Peter sits in his room with the window open and twirling the Glass Spider Ben gave him in his hand. He looks at his gear in the corner of his room. 

"Time to suit up." Peter says. 

He puts on his Spider-Man suit and goes to the Helicarrier. He walks in with his father into Nick Fury's office. 

"Hmm, so you came back, I guess Ben's death gave you some motivation?" Fury says. 

"You could say that." Peter says.

"Alright then Kid, welcome to S.H.E.I.L.D. First off to make you a good agent, you need the right equipment."

Fury takes Peter over the weapons department and shows him fancy gadgets.

Peter picks out multiple things, including new Web Shooters. 

"So, whats your name again?" John says. 

File 575872 amazing-spider-man-2-suit 

I'm Spider-Man