The pain felt in my hand was immense, like a hot iron pressed up against my skin. Whatever it was borrowed through my skin and into the veins in my hand. I grunted in pain holding it, trying to hold it it, but a roar of pain came out loud.

"Argh!"

And then suddenly, I realised I was somewhere else.

The floor was pristine marble reflecting my face, my skin was pale, my hair brown and I was wearing the biggest pair of circular glasses I have ever seen in my life.

"Mr. Parker, ae you okay?!" someone called out.

I looked down, the face looking back mirrored my looks. 'Was that me?' I asked myself unbelievingly. My hand stung, and looked down and saw it sewing to twice it's size with two bright red bite marks near my knuckles.

"Mr. Parker? Mr. Parker?!" someone shook me.

I blinked as I looked up and found a crowd of students looking at me. They were all looking at me like a caged exotic animal, and right before me was a woman that looked to be around fifty with black hair greying at the sides.

A name popped into my head, 'Mrs. Sonada', that was her name, she was a biology teacher, my biology teacher. I blinked, 'that's not right. I've never meet her before in my life!'

"Mr. Parker!" Mrs. Sonada called out once more, "are you okay?"

I blinked, "I-I yeah, I am," I responded on reflex, suddenly a sharp pain ran through my hand and I flinched, my hand was hurting, badly.

"That looks bad, we should get that checked out," she whispered, turning to the rest of the class and announced, "akright class we're cutting the class short! Everyone get your buddy and walk out to the parking lot!"

"Alright! Guess puny Parker was good for something after all!" a tall blond teenager yelled out to his friends.

I looked around, I was in a lad of some kind, people in lab coats were walking around, moniers showed the DNA of a human being manipulated, numbers ran through them, I didn't know how, but I understood every single one of them.

"Come Peter, I'll get you checked up," Mrs. Sonada whispered as she guided me out. Outside a large yellow school bus was waiting for us, we got on and she put me in the front with her. I could feel a fever coming on, sweat pouring down my brow. And slowly, darkness.

I remembered seeing flashes in my head. Getting off the bus and into a hospital gurdy. A doctor looking me over before informing that I was suffering from an allergic reaction. He informed me to have a week's bed rest and somehow I managed to grunt in understanding.

I remember someone picking me up, his face was aged, his hair white and cut short. But the moment I saw him I knew he loved me and cared for me. He drove to outside the city to a suburban area where he took me into a humble looking house that filled me with warmth.

I was put on a bed that was made, the moment my head hit the pillow my eyes shut for good and I began to sleep.

Memories upon memories came into my head. I could recall so many events in my head that weren't a part of my life. Names, people, mathematical formulas so advanced I knew I shouldn't be able to even think up of them, but somehow I did.

There was a school, a kid being bullied. A house and two relatives taking care of him with nothing but love and kindness. A kid growing up to be a genius without equal, but shunning his own genius out of fear for being unaccepted. And then finally I was hit with a name.

Peter Benjamin Parker.

And with a gasp I woke up.

I jumped in shock and found myself ascending towards the ceiling. Acting on instinct my body swerved, arms and feet smacking against the ceiling. There was a jerking motion, instead of falling back down I was stuck there, looking at the world upside down.

I was panting, I could feel my body cool down. I looked at my arms and feet stuck on the ceiling of my room. I pulled one hand back, pieces of the roof came peeling off, still stuck to my fingertips. I was horrified, I wanted to let go, and suddenly I was falling down.

My body twisted again and I stuck the landing on the mattress. I looked down at my hands, I could feel something there. I focused on the swirls on my fingertips, and there between the lines were small razor sharp protrusions that were curved inwards.

"Holy shit," I gasped and looked around. I found a book with the name, 'Peter B. Parker', plastered on the front. I looked at the mirror and sure enough a frail skinny teenage boy with brown hair and plae skin looked back at me.

"I'm Spider-man," I gasped in realisation.

'What the fuck?!'

A few days later:

It took me a day to fully come to terms with what has happened to me. I pretend to still be sick everytime...aunty May or….uncle Ben….woah those names were strange to say. Anyway, I pretend to be still in need of bed rest and they left me alone.

I spent a day trying to remember just what the hell had happened. I was alive and well in another body, another life. And now I was here, in the body of Peter Parker, somehow with all his memories and his genius mind.

It was almost like I was Doc Ock and I took over Peter's mind in an effort to become the 'Superior Spider-man' or something. Though last I checked I wasn't a fucking super villain!

I checked my memories, or rather Peter's. The spider bite had just happened, that was the pain I felt when I...arrived? into his body.

I tried to figure out what kind of world I was living in. You know, classical Spider-man, Ultimate Spider-man, maybe one of the movie verse Spider-men? But so far I had nothing. I did however find out that in this world Tony Stark had outed himself publicly as Iron man, so there was a big chance I was currently living in some version of the Marvel movie universe.

Peter also didn't have many friends, even Harry Osborn was more of a study partner than an actual friend. No Gwen Stacy, no Mary Jane, no one. He was franky a very lonely kid.

I learnt that in this world Peter was smart, extremely smart. Scary smart. Like if he was pushed far enough he could become the next Doctor Doom, given enough time of course. He hide most of his intelligence because he was afraid of being an outcast, more than he already was that is.

The feeling of have so much more processing power was startling to say the least. My brain was functioning at a pace I'm not used to, but at the same time I had no problem keeping up. It was after all my brain.

I did wonder how the hell this happened. How did I end up in this body? If the Marvel universe was real, and my world was one where they just existed as comic book character, did that mean all those celestial beings were real?

Did one of them do this to me? Put me in Peter's body just to see what would happen? A test?

I sighed as I opened the window to my room and stepped outside, sitting on the window sill as I watched the sun rise on my second day in 'bed rest'.

I took a deep breath and looked around at the beauty around me, I was right now at an impasse. Should Spider-man live? That was the question.

Being Spider-man was something Peter did out of guilt for getting his uncle killed. But with me, I don't really think that's going to happen. I wasn't going to let the old man die, it would be too much of a chip on my shoulder. So that option was out of the question.

I also didn't particularly like the fact that being a hero basically ruined Peter's life in so many aspects. Romantically, socially, heck even his superhero lifestyle was stressed with JJ always harassing him with the Bugle and the people calling him a menace.

Plus to be fair, I wasn't a fucking hero. Why the hell should I risk my life for others? I was a genius, maybe I should just invent gizmos to help people, I could be the next Reed Richards and save more lives as Peter Parker the inventor than I ever could as Spider-man!

With my mind made up I go out of Peter's room...I suppose it's my room now, since I was Peter Parker. Just who the hell did this to me?

I went downstairs and found Aunt May cooking breakfast and Uncle Ben already awake and getting ready for work. I blinked, "good morning?"

Aunt May looked up and smiled, "ah! Peter! So good to see you awake and moving about? How do you feel dear?"

"Better," I shrugged as I sat down at the dining table. May placed a stack of pancakes before me, I eagerly grabbed one when I found it looking a bit dry, "ah...I don't mean to complain, but this pancake is dead."

"That's because it's a rye pancake," May exclaimed with a grin, "I found recipe on the internet! It's supposed to help with any unhealthy foreign substance in your body. So eat up!"

I grumbled, "didn't anyone ever tell you not everything you read on the internet is true?"

Ben chuckled, "he has you there May."

"Oh hush you two, eat up Peter, I want you at full strength today!"

I shrugged as I dug into my pancake, "so what's so special about today?"

"Well you see, Anna Watson's niece is coming over today, the poor dear had to move due to family trouble. She's going to be staying with Anna, and we were wondering if you would talk to her, helped her settle in."

My mouth froze as it opened to swallow the disgusting pancakes. I turned to May with wide open eyes, "you're kidding."

"Peter she's a perfectly fine girl, just a little shy. But if you're not feeling up for it then-"

"-No!" I yelled quickly surprising them both, I quickly added, "I mean, I would love too! I feel great! Better than great in fact! When is she coming?"

"A-around noon I think," May replied unused to my enthusiasm, "are you sure Peter? I don't want you to stress yourself."

"No stress Aunt May, it would be my pleasure," I bit into the pancake and immediately stopped chewing, "this tastes like cardboard."

Ben laughed heartily as May glared at me, though I really didn't mind. Uncle Ben left for work soon after breakfast, so I decided to take a shower and get ready.

I put on Peter's best clothes, which was a t-shirt under an open buttoned plaid shirt and jeans. It wasn't fancy, but it was sadly the least nerdy thing Peter had. I was so going to have to change his entire wardrobe. I also discovered I didn't need glasses, no surprise there. At least now I wouldn't look like a total nerd.

I was ready by ten, and honestly I was excited as hell. This was Mary Jane Watson for God's sake! The girl of Peter's dreams! The woman who he'll one day marry! Sure there was that whole bullshit redcon thing, but fuck that!

I honestly didn't know why I was so excited. Maybe it was because I was going to meet a pretty girl, maybe it was because I wanted to see Mary Jane in real life. I honestly didn't know what I should expect, I wasn't going to be Spider-man, would she still like me?...Did I even want her to like me?

What am I saying, of course I did.

But the fact remains, it was ten, I still had two hours to kill. So with nothing else to do I sat down before the couch and turned on the TV, surfing channelled until I reached the NEWS.

The anchor spoke, "billionaire Tony Stark, also known as the superhero Iron Man, was see in Flushing Meadows in Queens today working on what many assumes to be a new expo. Not much in know about this expo, on scene reporters and bystanders have however snapped several photos and posted it online, these include pictures of Mr. Stark in his signature Iron Man suit, helping construct various attractions. Though we don't know what this expo will bring, many assume it will announcing the launch of his suits for public commercialisation."

My eyes went wide, the Stark expo, the beginning of Iron Man 2, guess I was in the Marvel cinematic universe.

I kept listening to the anchor as she went on and on about Stark's tech and how the government was growing worried about them. I knew there was nothing to worry about, Tony was an okay enough guy, but I did understand why they were scared. They didn't realise aliens were real and they would need a hero like him helping them out.

This also meant something for me, I was in the Marvel cinematic universe, and I wasn't a kid. If Sony didn't hoard the rights to Spider-man then Spidey would have been introduced to the MCU much sooner, I guessI now live in a world like that.

I whiled away two hours like that, learning more about this world I now found myself in, and soon the clock struck 12. May arrived just in time, dressed in her Sunday best and nodded at me, "I'm glad you decided to dress up Peter, I just know you'll make such a nice impression."

I blushed at the comment and followed her out. We crossed the road and knocked on the door of the house directly across from us. A few moments later, Anna Watson, a kind older lady with grey hair and a warm smile welcomed us.

"Ah Peter! So nice to see you! I heard about your little accident are you sure you're alright to be up and about?"

I smirked, "I'll be fine. I was just a spider bite."

"Oh that's my Peter," May smiled, "when I told him about Mary Jane he was so excited! Practically jumped at the chance!"

A blush grew across my face as I glared at May, "aunt May! Stop!" In response the old lady just giggled, crazy old woman.

"Well come on in then," Anna invited us in, showing us her home. It was homely, pretty pictures hanging up, a TV and fully furnished with antique looking furniture.

Just then a girl with wet hair came rushing down the stairs, two at a time, wearing green shorts and a purple tank top, holding a hair dryer. "Aunt Anna, the damn thing's broken again-"

She stopped as she realised she wasn't alone. I looked at her, and her eyes landed on me, widening in alarm. They were so green, her wet red hair clung to her scalp making her look that much more desirable.

I couldn't help it, it was the perfect timing, I whistled and smiled, "damn, looks like I just hit the jackpot."

Her face turned red as she blushed. May and Anna looked surprised, guess they never thought Peter had it in him. I chuckled at the silence, "so, you're Mary Jane?"

The girl nodded, "y-yeah. Hi.

I nodded and looked down at the hair dryer, "not working?"

"Ahm, yeah, it just kind of stopped," she nodded slowly.

I held out my hand and she passed it over, I took a look at it and using Peter's remarkable knowledge of mechanics realised the problem, "the motor's fried, I can probably fix it for you Ms. Watson, shouldn't be too hard."

"That would be lovely, thank you Peter," Anna nodded before turning to MJ, "Mary Jane, maybe it's time for you to put on something more decent."

"Ah, right," the redhead nodded quickly before turning around and walking upstairs. She looked back at me one last time, and I met her gaze. She was looking for something, I knew it, I just smiled back.

When she finally closed her room door I turned to Anna and May, "I'll go to the hardware store and get the parts to fix it Ms. Watson, I'll be back soon."

"Why don't you wait for Mary Jane to get ready Peter? Maybe you two could go together," May oh so subtly suggested.

I shrugged, "sure. No problem."

"Oh look at you, acting so innocent," Anna giggled, "didn't I tell you they would hit it off May?" I tuned the two old women out as they proceed to gossip about me and MJ.

It took a while but soon the redhead returned, this time she wore a pair of jeans, a hoodie and sneakers. I looked her over and smiled, "I liked the other outfit better."

"Peter!" May gasped scandalously, "that is no way to treat a lady! I taught you better than that!"

I looked into his memories, she was right, she did. I turned to MJ and bowed, "I am so sorry my lady, my actions have been so uncouth! I beg thee for a thousand pardons for my rash behaviour!"

Mary Jane chuckled, "you're Shakespear needs a little work there Tiger."

"Shakespeare? I was doing my best fancy pants impression."

"That's Shakespeare."

"Ah, so the voice has a name." She laughed, yay, she likes me!

Anna gave us some cash and quickly sent us out, she told us to buy lunch outside after getting the dryer fixed and just like that MJ and I were talking side by side.

"So what do I call you?" I asked her as soon as we stepped out.

"Hmm?"

"Mary Jane, seems like a mouthful," I shrugged, "do you have a nickname?" Which I knew she did, but I needed to make small talk.

Mary Jane shrugged, "most people call me MJ."

"Hmm, cool, but not creative. How about Red?"

"Red? Really? And you complied MJ wasn't creative enough."

I shrugged, "I'm sure we'll figure something out. I'm Peter by the way, Peter Parker."

"Oh I know, my aunt won't stop going on and on about you. I figured she must have some sort of crush on you" she teased.

"Hm...tempting, she is a MILF, totally my type," I teased back.

MJ's eyes went wide, "what?"

"Kidding," I chuckled, "I actually like redheads." Mary Jane blushed. "So, where are you from MJ?" We talked all the way to the hardware store a few streets away. She told me how she was joining my school on Monday, I gave her a few tips but generally avoided topics like friends, since Peter didn't really have any.

We had to talk a little further away to reach a restaurant to get lunch, though I didn't mind, and neither did MJ. We sat and ate, I threw about a few jokes, she laughed, she teased me, I blushed, it was a great first date. Well...maybe not a date….

We came back to her home and found our aunts still chattering in the sofa. I sat down in the dining room table with the broken hair dryer and began to open it up with a screwdriver Anna had lying around.

As I fixed the machine MJ watched, whistling as my hands glided over it, "you're pretty good at this huh?"

I smiled, "very good. I'm sort of a nerd, in case you don't know."

"Believe me, I know," I looked confused, she clarified, "no one can talk about Star Wars that much and not be a nerd." I blushed, she was right, I did talk about that movie quite a bit.

"So is this what you want to be when you grow up?" MJ asked as I replaced the motor.

"A handy man? No, my ambitions are a little higher," I smiled.

"Like what?"

"Like...well….I honestly don't know. I know I'm smart, and I can probably do a lot of good...but I don't know what."

MJ smiled, "maybe you should build yourself a suit of armour and fly around saving the world."

"Neah, the suits are more Tony Stark's thing," I chuckled, "besides, being a hero is dangerous, and the job has a horrible pay off."

"Well heroes don't be a hero to get thanks you know, they do it because they're heroes."

I sighed as I leaned back, "is it a bad thing that I'm not that selfless."

MJ looked concerned, "what? No, I just meant-"

"-I know what you meant, I get it. It's just...why do they have to be heroes? Can't they just be normal?"

MJ looked at me, hoping I wasn't angry at her, and seeing as I wasn't actually and just curious, she thought "well...maybe because if they don't...who will?"

"The po-" I stopped, I knew how ridiculous that sounded, the police? Yeah right, they could barely handle street crimes let alone fucking aliens from outer space and metas! Heroes needed to be born...but maybe not Spider-man.

I sighed, "yeah...you're right."

I did manage to fix the damn blow dryer, much to Anna's gratitude. MJ and I spoke a lot, mostly about school and her life before moving here. We also talked about superheroes, though she quickly learnt it was a touchy subject for me, though she didn't know why.

We exchanged numbers to keep in touch and I left her with a promise to see her again the next day. And judging by her smile she seemed to like that.

That night though I found myself in the basement in the small lab Peter had set up for himself. It was filled with chemicals and other gadgets he had toyed around with. I sat down and opened the junk drawer, pulling out two broken watches with metallic straps.

I looked them over and sighed, I got to work.

The formula for what I wanted to make was difficult to make. It took all my brainpower to even think off creating the chemical chain needed to produce webs. The chemical would react when exposed to air and solidify into a sticky elastic and nearly unbreakable structure. The problem was creating them as I would be working from scratch.

It wasn't finished in one night, though I did make progress. The next day I spent with MJ, I helped her catch up on some homework and taught her some basic chemistry. We did get distracted a lot, talking about books and t.v. shows, but that gave me a reason to come again tomorrow to complete our lessons.

The nights I spent in my basement lab, working on the web formula. It was a pain in the ass to be honest, I nearly caused a small explosion when I accidentally mixed the wrong chemicals. Luckily I managed to catch it before there was a chain reaction, or else Peter go bye bye.

I was on doctor's orders to stay home all week, so I took total advantage of that. Everyday I switched between MJ and the web formula, making progress with both. MJ and I even began to chat during the night, though she always complained that I kept her up.

On Friday night though, I cracked the code. I could synthesise the formula and when I tested it out, I found it to be perfect.

The webs created lasted for twenty minutes or so and they weren't very strong, which was too be expected since this was my first try. They could carry 300 pounds of weight, but any more and they would snap.

And now my next problem, creating a pressurised cell. For this I had to buy a small soda machine with my allowance and modify it a little. Now instead of pushing gas into liquid, it would push the web formula into a small lithium battery sized disk that was good for 50 yards of web.

I used the two broken watches as the body of the webshooters. I emptied the dial out and took out the small screw in the side. I used the screw hole as the shooter for the webline, and for the trigger I used a metal pressure pad that could be pulled out like a measuring tape.

And on Saturday night they were done. Two brand new web shooters made out of Uncle Ben's old watches. I looked down at my creations with pride and a little confusion.

After all this time I honestly didn't know what I made these things. I hadn't decided to be Spider-man, I knew I wasn't hero material. But...but what MJ said really struck a chord with me. So maybe I made this as a way of keeping the door half open, to keep that option half open.

I grumbled, snatching the shooters and stuffing them into my back pockets. Whatever the reason, they were here now, whether I liked it or not.

The next day MJ came over to hang out, and she didn't tell me, deciding instead to just stop by.

I was snoring into my pillow when she threw the door wide open and zippered, "morning sunshine!"

"Wha?!" I yelled in surprise jumping out of my bed ready to fight. I had a bad dream about the green goblin coming to kill me, singing 'Itsy Bitsy Spider' as he did. It was not a nice dream. I blinked my sleepiness away as I realised MJ was staring at me.

"Oh, it's you MJ, sorry about that, nasty dream," I grumbled rubbing my hair, she however didn't say anything. She was staring at me, "MJ? You okay?"

"Ah hum," she nodded dumbly as she leered at my body. I looked down and noticed that I wasn't wearing a shirt, it was too hot for a shirt.

I blushed, "ah...maybe you should wait outside."

"No, I'm good right here," she shook her head, her eyes not leaving my abs, she whistled, "damn, looks like I just hit the jackpot!"

"Dude! Seriously!"

"What? You saw me in my PJ's!"

"Hey I didn't stare!"

"Oh please! You were totally checking me out!"

"No I...well, okay but….ah! Out MJ!" I turned her around and pushed her to the door.

"I don't know why you're so upset," she chuckled I closed the door behind her, "you should be happy a girl's checking you out!"

"Out!" I grumbled slamming the door shut. I quickly got ready and put on a fresh shirt and jeans before going downstairs to see Aunt May and Uncle Ben hosting MJ.

"So are you excited for your first day?" Ben asked MJ.

"Yes Mr. Parker, Peter's been helping me prepare, so I think I won't have any problems with the subjects," MJ smiled.

"Well that's lovely dear, I'm glad Peter and you are getting along so well," Aunt May smiled, she noticed me coming down, "ah, speak of the devil!"

I glared at MJ, "peeping Tom."

"Suck it up Tiger," she smirked.

"Morning uncle Ben, aunt May," I greeted them as I sat down eating the breakfast Aunt May prepared. I turned to MJ as I munched on some bacon, "what's up peepers?"

"Are you still on that?" MJ asked rolling her eyes.

"Peepers," I repeated with a glare.

"Whatever. Anyway I just came over because I have exciting news!" she pulled out two tickets and practically shoved them into my face, "Hamlet, Apollo theater, tonight. You in?"

I took the tickets and whistled, "damn, these are some great seats. How did you get them?"

"My mom got them for me," MJ smiled, "she wants me to get used to the town and have some fun. So…. you in?"

"Most definitely!" I called out before I felt to glares hit me. I gulped and turned to my aunt and uncle, "you know...if that's okay with you two."

Ben stopped the glare nearly instantly, "of course it is kiddo! Have fun!"

May groaned, "I don't know Ben, it's awfully late. They'll have to come back by train and you know the stories we hear about those late night trips."

"Oh it's all right, our Peter here will just beat anyone who even tries won't he?" Ben asked with a grin.

I smirked, "damn straight."

May protested some more, but after MJ, Ben and I kept pleading with her she eventually agreed. But not without making sure MJ carried some pepper spray for her own protection.

After breakfast I took MJ back into my room where I booted up Peter's old Nintendo 64 and loaded Smash bros. I taught MJ how to play and needless to say she was a master at it. Something about hitting me with a giant hammer just seemed to appele to her.

We had lunch at home and then got ready to leave. Before I left though Uncle Ben stopped me and slipped me a hundred, he winked, "make it a good night champ."

I smiled, "thanks Uncle Ben."

We took a cab to the train station and caught the first one into Manhattan. MJ kept going on and on about how the play troops were one of the best in the city and how I was going to be amazed. And I belied her, in my old life I was an admirer of the theater, though now my interests were...elsewhere.

We reached the city with time to spare, so I insisted we explore the place. Peter had done so before, not in detail, so I did have some idea on where to go and what to see.

We went to the Central Park and enjoyed a nice long walk. MJ liked the greenery, and I liked her smile, honestly I think I might be falling for this girl. It's it's been what? A week? Damn you Peter Parker, I just know this is all somehow your fault!

We reached the theater just in time for the play to start. MJ was excited and I shared her enthusiasm, a good Shakespearean play was something to be excited about.

The play lasted for three hours, but it felt like it much shorter. The actors were amazing, each leagues above anything I have seen before. They were energetic, ecstatic and hypnotic in the way they delivered their lines. But while MJ enjoyed the play, I was focused on something else.

The story itself was one of revenge. Hamlet finds out his father had been killed by his uncle, and he now wishes for revenge. The premise was similar to Peter's own life, his uncle dies and he looks for the killer.

But there is a major difference in their stories. Hamlet kept postponing his vengeance, and in the end that costed him. He had a duty to his people, his subjects, to remove a man who would kill his own brother for the crown. He had failed his duty and his family resulting in the death of all he cared for.

Peter on the other had taken upon that duty, that responsibility and he grew the better for it. Was what I was doing right? Was Spider-man really what I needed to be?

This question plagued me, but I pushed it aside and focused on the drama, though the question never truly left.

And then it was over.

"That was so freaking cool!" MJ yelled out pumping her fists. A few of the other patrons looked at her and chuckled at her enthusiasm.

"Yes it was Peepers," I nodded, "it was something else."

"Did you see how they acted? God, it was like they were actually going to kill each other on stage! And Hamlet, oh, that guy, I felt like yelling, 'do something you ass! That's your mother!'."

I smiled, "oh no, you've caught the bug."

MJ blinked, "bug? What bug?"

"The theater bug," I replied, "symptoms include a love of the theater, love for drama and an insurmountable desire to be under the spotlight."

"Hey, that's mean," MJ pouted, "I just like it okay."

"I know, I know, but I stand by what I said. Besides, I think you would be a great actress," we walked down the streets, the city still active even though it was the middle of the night.

"R-really?" MJ asked.

"Of course, why, you don't think so?"

"No, I do, but...no one ever thought I could do it..."

"Well I'm glad I'm the first," I smiled as he reached out and grabbed her hand in mine. She didn't hesitate, as she squeezed my hand back, "I'm serious though, you would be an amazing actress."

MJ smiled, "thanks Peter, that….that means a-"

KABOOM!

Time seemed to slow down, I felt something inside me vibrate as my body started to move on instinct. I pulled MJ closer and wrapped one arm around her chest, jumping to the side.

A large slab of concrete flew past where we were just moment ago. I landed to the side with MJ holding on tightly. We saw the slab of concrete embed itself into a building side, breaking apart into spices of iron and concrete.

"What was that?!" MJ cried out.

"I-I don't-"

"GRRRR!"

It was an Earth shattering scream. My grip around her tightened as we turned to roar and saw Harlem burning. There were people running away in fear, fires burning, cars broken down into pieces, roads destroyed. It all happened so fast, I couldn't believe what I saw next.

A monster, 20 feet tall with big bulging muscles and skin shredding along the side and bones protruding outwards. It stood naked except for a pair of torn shorts. I took one look at it, and I already knew it's name.

"Abomination," I whispered in horror as I realised too late that MJ and I were right in the middle of the final fight between Hulk and the Abomination. This was the final fight scene, and Harlem was going to be destroyed.

I looked down the road, people were screaming and running and out of a crater formed in the middle of the street and green hand came out.

"No," I whispered, the hand pulled itself out of the ground revealing a green figure growing in size slowly, "no," he grabbed the tattered remains of his shirt and ripped it off, "no."

"Hulk!" Abomination cheered in joy, "come face me!" The two titans of power charged each other, and that was when I knew we had to run.

"We have to move!" I yelled as I held onto MJ and took off down the road. Hulk and Abomination charged each other each step they took was like a thunder clap, until they meet in the center and threw them eat each other, causing a sonic boom from the impact that shattered glass.

I was swept off my feet from the impact, I went flying into the air, but landed on my feet with MJ held safely in my arms.

I looked up, Abomination had the upper hand, he threw Hulk through a firetruck. I sighed in relief, they were taking their fight elsewhere.

I looked down at MJ, she looked at the fight in horror, "are you okay?"

"Y-yeah," she nodded, "w-what is that thing?!"

I searched Peter's memories, and yes, he did follow Bruce Banner's research and knew about becoming the Hulk, I could share this information without anyone finding out.

"That's the Hulk," I pointed at the green monster currently breaking a cop car in two to use as brass knuckles, "I...I think's one of the good guys."

"We need to get of here!" MJ called out.

"R-right," I nodded, the Hulk could handle himself, she was right, we needed to be safe. I put her down and we ran away, following the crowd of people before us. But as we did I saw a man stuck under a light post, people ignored him and ran, his legs were bleeding as he yelled for help but no one came.

I stopped, I couldn't help it, I didn't like seeing people suffering. I ran to the lamp post and grabbed it, "hey man, don't worry, I'll pull you crawl out, okay?"

"Peter?" MJ asked in surprise as she saw me with the man.

The man panted, trying to not think of the pain he nodded at me. I pulled with all my strength and felt the post slowly rising up, thank you spider strength!

He shimmed out under the pole, but it was too slow, I couldn't hold the pole up for long, I wasn't use to this kind of stress. I was just about to drop the pole again on him when MJ ran to the man's back and pulled him out completely as I dropped the pole down with a pant.

"Thank you," the man gasped.

"It's okay," MJ nodded to him as she pulled him to the side away from all the fighting.

I turned around, there were more people screaming, more people getting hurt from the random debri flying about from the battle between Hulk and Abomination.

The monster were fighting like no tomorrow. Abomination kicked Hulk through several building before jumping up to follow him. I saw a military helicopter lower down from the sky and rain down bullets into the Abomination as he jumped onto the building's rooftop and run away in search of the Hulk.

More people were going to get hurt, a lot more people. They were going to get hurt and it was all because of those two things.

"Peter? We need to go Peter," MJ called out. But I could barely hear her.

What would the real Peter Parker do? Would he fight? Or would he run away? No, no he wouldn't run away, not when so many people are getting hurt, no….he would stay and he would help them and if the need came, he would fight the Hulk himself to make sure people didn't get hurt. He was a freaking hero and….and so was I.

I turned to MJ, "get him to safety MJ, find a safe place and stay there. People still need help and I'm going to help them"

"What?! Peter are you crazy?!" MJ cried out, "there are monsters fighting out there!"

"And there are people getting hurt MJ! I promise I'll be fine, I'll call you soon as I can," and without another word I took off.

"Peter!" she cried out but ignored her. She looked afraid, for me and herself, she must have thought I was a glory seeking fool, I know I would have. But the truth is this….I want to be a hero too, my life...it's not that great, but if I can use to to help others than….oh my god, I just realised, I'm going to be Spider-man.

I ran down the street and spotted a second hand cloth store with a busted street window. I ran in and looked around, I needed a costume. I grabbed a red hoodie my size, a pair of blue yoga pants from the women's section, a ski mask and a pair of gloves.

I ran into the trial room and quickly changed. I reached into my back pockets and sure enough my web shooters were there. I slipped them on over my gloves and tested them by firing a web line. It was strong and quick, good.

I grabbed a school bag and put all my clothes in there, zipping it up. I slapped down a twenty on the counter and ran to the door, but I stopped, there were cameras out there, if someone got curious about me they could use them to find me and my secret identity. I needed to be careful, parinoid even.

So I looked around and spotted an open window up near the ceiling leading out into the alley outside. I climbed on the walls, thanking god that my wall crawling abilities worked even while still wearing gloves and sneakers.

I crawled outside into the alley and took the bag with my clothes inside. I pressed it up against the wall and covered it in webs, holding it up there until I could come back and get it.

An explosion drew my attention. I looked up to see the military helicopter come crashing down a few blocks away. It was now or never. I stretched out one hand and fired a webline into the corner of a building. My stomach was filled with butterflies, nervousness and dread filling my soul.

I slowly pushed off the wall and held on tight to the web line, swinging like a pendulum across the alley into the open street.

My stomach lurched as I flew over the destroyed street and landed on the roof of the building on the other side. I stuck the landed and blinked in wonder, looking at my hands and then at the way there I swung.

'Yeah….this is freaking awesome!' I grinned and ran forward. I jumped off the edge of the roof and shoot out a webline. I swung from street to street towards the sounds of destruction, and landed on a rooftop, looking down at the monsters fighting.

The helicopter was still in one piece, thankfully, the battle field was a broken down block of land, barren except for a few barrel fires. And standing on top of the helicopter was Abomination, grinning at the Hulk who looked like he was annoyed more than angry.

The Abomination charged, throwing Hulk into a broken wall. He punched him repeatedly, I looked at the chopper as so soldiers pouring out, a female civilian among them, 'Betty Ross,' I realised.

There was fuel pouring out of the engines, sparks flying everywhere. It was only a matter of time before it went kaboom, even the hulk seemed to realise this as he tried to stop it, but Abomination didn't let him, keeping him pinned up against the wall.

'Look's like it's my turn now,' I gulped as I jumped off the roof and landed with a roll. "Hey all! Fancy seeing you here," I called out, 'why did I do that?! That's so stupid?'

The soldiers looked at me like I was crazy.

"Get out of here, it's going to blow!" Betty warned me, I smiled, nice lady.

"Not if I have anything to say about it," I turned to the leaking fuel tank and fired out web line after web line. I threw the strands around the tank and covered it completely with my web stopping the fuel from leaking out.

The tank was now insulated, the fuel that was already leaked out was dripping into the ground, being absorbed, crisis averted.

I turned around to the Hulk, "hey big guy!" the monster turned to me, "I got this! Kick his ass!"

Hulk grinned, turned to Abomination and gave him a headbutt, the resulting crack was so loud I could hear it from here as Abomination held his nose in pain. They began to fight once more, this time Hulk wasn't distracted from saving lives.

I turned to the soldiers still stuck inside the copter, I jumped in and slowly one by one pulled each of them out, handing the unconscious and injured ones to those who could still walk.

There were even a few civilians that came rushing to help, dragging soldiers away from the wreckage.

Betty ran up to me as I pulled out the last injured man, "you have to help him!"

I looked at them and saw the Hulk being hit over and over again with a wrecking ball that the Abomination used as a whip. He knocked Hulk the side and then turned to us, narrowing his eye at the retreating soldiers.

"General," he growled, raising his chains to throw at us, and I moved. I used my improved agility to rush at him.

"No! Don't!" I heard general Thunderbolt yell out.

My head started to buzz, warning me of danger, I jumped just as Abomination threw it's large chains at me. I landed in a roll and continued to charge straight at him. I didn't know how strong Peter was, but it should be enough.

I ducked under his swings, slipped into his defence, drew one arm back and with all the force I could muster, threw a punch right into his gut.

Abomination's eyes went wide as his body was lifted into the air for a few seconds. I felt my web shooter cracking from the force. It exploded into a heap of webs covering my arm and his torso.

'Shit!' I realised as I found myself stuck to him. Abomination landed on his feet and ed down to see me still attached to him. I gulped as he sneered at me.

My spider sense were roaring in pain as it warned me to get away. But I couldn't. He tried to grab me and I jumped over his gigantic arm. The webs stretched, good, I had some leverage. I then ducked under his other arm, wrapping them both up with my web. I circled them and again before grabbing my hoodie sleeve and tearing it off, releasing me from the webline.

I jumped away as Abomination tried struggle free. His arms were wrapped up tight together and attached to his chest. He pulled and I could see the lines started break, but it was taking all his time and effort, I needed to put him down.

I knew I couldn't punch him unconscious, that was the Hulk's job. No, I needed to be smart about this, he must have a weak point, after all he was only...human.

He needed to breath….right?

I ran at him and leaped onto his chest and aimed my remaining web shooter at his nostrils. They were huge, and if I wanted to make sure he didn't pull them off I had to stick them somewhere he couldn't reach.

I quickly shoot two web lines into his nostrils, blocking his nasal passage. Abomination's eye's went wide in horror as he realise what I was trying to do. He tried to free his arms even arder now, I could hear the web restraint snapping. I quickly fired one last web line into his mouth, covering it as well.

I leaped away just as Abomination broke free. I landed far away and watched as he struggled to rip my webs away covering his air passages. But his fingers were too large, they couldn't fit. He even tried to ripe into the ones in his mouth but I had lodged them so deep inside he could barely even touch them, let alone have enough leverage to rip them out.

I panted and watched as he scarth his neck, trying to breath. He swayed and suddenly fainted, crashing into the ground with a large thud.

I was panting, I didn't even realise I was doing it. I looked around, by now police had gathered around with their guns pointed at the monster. Hulk stood aside and looked at me and the now unconscious Abomination.

He growled before letting out an Earth shattering roar that scared everyone there. Betty however wasn't scared. She walked right up to him. Thunderbolt had his men stand down, even the police looked like they were going to be trigger happy.

"Bruce," she whispered as she cried.

Hulk looked down at her, he tried to wipe away her tears but found that he couldn't. "Betty," he grumbled. Suddenly a spotlight was shined on him, a camera helicopter circled around him.

Hulk growled, he took off into the night, the helicopter following him. I lost sight of him in a few short moments leaving everyone there with nothing to do, except look at me.

"What's your name son?" Thunderbolt asked as he approached me.

"Me? I'm," I hesitated for a moment before speaking, "I'm Spider-man."

"Spider-man? What kind of name is that?"

"The kind I chose," I answered.

"Are you planning on playing dress up?" he asked with a raised eyebrow.

"Yup."

"..." he didn't expect me to admit to that now did he? He looked to his men, who were all asking for orders. He nodded towards Abomination, "secure him," he then turned to me, "well whatever you're name is, thank you. I owe you a debt, if you hadn't come when you had those monsters would have destroyed the city."

I shrugged, "I don't know, the green guy looked like he had it all handled."

"Trust me son, he didn't," Ross snorted, "it's humans like you and me who keep people safe, you did your country a great service today son. Thank you. If there's anything I can do for you, just ask."

I blinked, this was unexpected. "Ah, thanks...I guess," I looked around, people were snapping photos of me, I needed to disappear, now! "Anyway, bye!" I turned and ran towards a light post. I jumped and landed on the top before launching a web line and swinging away back to my stash of regular clothes and MJ.

"Sir should we follow him?" a soldier asked Ross.

"No, let him be, he isn't our enemy," Thunderbolt ordered as he turned to his daughter and sighed. Tonight was going to be a long one.

I landed in the alley way with my bag attached to the wall. I opened it and quickly changed into my regular clothes, which was quite a challenge when you're standing perpendicular to gravity.

Once I was back in my normal clothes I stuffed my…'uniform' into the bag and threw it into burning car. I couldn't bring it with me, MJ would ask where I found a bag, and I certainly couldn't leave it behind in case SHIELD or even Ross started to get curious.

With all evidence destroyed I took out my phone and found three missed calls from home and one form MJ.

I called MJ first, "hey, it's me, where are you?"

"Peter? Oh thank God! You're aunt has been worried sick! I'm at the Starbucks down the street near the Ambulance."

I looked around and spotted her, "I see you," I quickly ran to her and grabbed her into a hug, "I'm glad you're safe."

"Me?! What about you?! When I told your aunt what you were doing she nearly got a heart attack!" MJ yelled as she broke the hug.

"Shit," I cursed, I really didn't want to get yelled at, "I'm sorry. Are you okay? Did anything happen?"

"No, no, I'm fine. What about you?"

"Helped out a few soldiers stuck in a helicopter, the fight is over, some guy in a red hoodie and mask came in and stopped that raging monster."

MJ blinked, "some guy?"

I nodded, "yeah. I couldn't catch him name though, he spoke to the general there and then just left. I think he was a superhero."

"I see..." she narrowed he eyes at me, I gulped, "fine. We're going home, now. And you're going to call your aunt and tell her you're alright. I swear, the last thing I need is her death on my concious."

"Right," I agreed as we tried to hail a cab, but since the city was in complete disarray we couldn't get one. We were forced to use the bus instead, and on the way I had to sit and listen to aunt May ye at me through the phone.

By the time we got onto the train May got tried at yelling at me. She hung up with the promise of more yelling the moment I get home. I sighed as I disengaged the call and leaned back my seat.

"That bad?" MJ asked.

"Yeah."

"Well you deserved it," she huffed.

"I was just trying to help," I shrugged.

"You nearly gave me a heart attack Peter!"

"That seems to be going around theses days," I smirked.

MJ groaned, "I'm serious. I literally just meet you and news flash if you got yourself killed that would be a shitty way for me to start school."

I smirked, "awe, I love you too," growing bold I pressed a little peck on her cheeks causing MJ to blush.

"Gr, you're lucky you're so cute," she huffed, "still, what were you thinking going off on your own like that? What is you had gotten hurt?"

"I couldn't just stay there and do nothing," I argued, "I'm not that kind of guy."

"I thought you didn't want to be a hero. Isn't it stupid or something?"

I was silent for the longest time, "maybe," I replied, "but to be honest….I don't think I was ever going just stand by and let people get hurt. Not when I can prevent it, or at least stop it from hurting any more."

"And why is that you're job?"

I smirked, "with great power comes great responsibility."

"How zen, where did you hear that one?"

"Uncle Ben," I told her, "it's his favorite line. I...I think I'm just starting to understand what he meant."

"Hm, he's a wise man."

"Yup."

"But you do know he's still going to whoop your ass the moment you get home right?"

I sighed, "yup."

"Good," she chuckled, leaning her head on my shoulder. My body was sore, especially my arms. The amount of muscle strength I needed to swing from building to building was intense, I would need to start working out. Maybe somewhere privately? Some place no one can see me. After all if they saw someone like me benching half a ton or something they would freak out.

"For what it's worth though Peter, you're my hero," she pressed her lips on my cheek and gave it a smack, "good job Tiger."

I blushed as silence reigned between us. The train's constant shaking filled our ear. MJ looked exhausted, and so was I. I just fought the Abomination, and won! I knew I would be big news this time tomorrow, maybe it's time I take this whole thing seriously.

I have super powers now, how long have I always wanted super powers? And now I have them! I could help people...no, I had to help people. Guess in the end nothing I never really had any choice in this life, I have to become Spider-man, I had to become hero.

Looks like life just got a whole lot more complicated.

This is a self insert in the Marvel universe as Spider-man. It will loosely follow the Marvel cinematic universe, it will have mutants and the Fantastic Four in it.

Updates will not be continuous, often in short bursts of three or more chapters.