EDITOR'S NOTE: This story may contain scenes of graphic violence and sexual situations. It is recommended for mature readers.

The Bronx

*CRUNCH*

"AHHH!!!!!" a beefed up, tan-skinned man screams. A little twerp with a black mask on just crushed his hand.

The masked man then kicks the beefy guy in the stomach, causing him to drop to his knees. Then the skinny guy punches him good across the face. Blood spews from his mouth as he falls faster than a redwood taken out with a chainsaw.

"Damn, brotha! That was the twenty-first punk in a row you took out!" the ringleader of this little street fight says. He fronts Peter the large wad of cash. "Guess this is yours."

Peter takes the cash quickly, jamming it in his pockets. "Guess so."

The ringleader offers to shake hands with Peter. Peter relents. He's got a friend. "I'm Randy Robertson. My dad's an editor for the Daily Bugle."

"That's cool," Peter says. "My name's--"

Peter pauses.

"Well, you can just call me the Spider."

"The Spider? Or just Spider?"

"I... I don't know. It doesn't matter."

"Can I call ya Spidey?"

"I guess."

Randy wraps his arm around Peter's shoulder. "Come on, let's talk for awhile."

Peter relents yet again and walks with Randy.

Randy continues, "That was some funky fightin', bro. Where'd you learn to fight like that?"

"I dunno... I used to watch Jackie Chan movies... maybe that's where I picked it up," Peter says, smiling behind his mask.

Randy gives Peter a "hold up" look. "Ya mean to tell me that was your first street fight?"

Peter smirks.

"Daaaaamn," Randy says, grinning widely. "You got it goin' on, bro. So what're ya gonna do wit' the dough? Buy some weed?"

"Not really... I was thinking of buying something leather..."

"Whoa brotha... you're not turnin' fruity on me, are ya?"

"No, for my costume. I need something intimidating."

Randy's face shoots Peter a blank stare.

"You know... something that says I'm an ass-kicker?" Peter tries again.

"Toight!" Randy shouts. "I feel that, yo. I know a place to get you some duds. Come on."

I thought this was turning out to be a crappy experience, but it's beginning to "look up Milhouse" for me.

Oscorp

Norman Osborn sits in his office. He is grasping a photo of his son, Harry Osborn. He dials a number on his cell phone. "Ricky, I want a manhunt for Peter Parker. Yes... the one that killed my son!"

Norman violently smashes the cell phone to pieces over his desk.

Dr. Octavius enters the office quietly. "Um, sir? May seems to have... vanished."

"WHAT?!"

"I think she faked the heart attack,* anyway. The blood sample I took earlier indicated--"

(* See last ish -- Brad)

"FUCK!"

"--no trace of cardiac arrest. She must have snuck out when I analyzed her blood," Doc Ock declares.

"Get out, Otto..." Norman mutters. He's livid. Otto does what he's told.

Peter examines the get-up Randy's friends at some vinyl store put him in. He's in a tight black muscle shirt, fingerless gloves, leather wrappings around his forearms, and shinny, baggy black leather pants, along with black leather shoes.

"I like it," Spider says.

"Here," Randy says, handing Peter a leather mask. Peter notices the black leather mask has large white eyes on it.

Peter looks at the newer mask, "Looks pretty good. I'm gonna try it on." Peter begins towards the dressing room.

"What? You can't do it out here?" Randy asks.

"I have this skin condition..." Peter says. "Looks pretty sickening if I'm out in the light."

"Oh... okay, bro."

Peter... or rather, the Spider emerges to look at himself in the mirror.

"Dat outfit's the shit, man," Randy declares. "Mind if I get a picture?"

"Um," Peter pauses. What's the worry? No one will know it's him. "Sure."

*SNAP*

Randy smiles and puts his camera back in his backpack. "Dad will like that one."

"Wait... you're not thinking of submitting that to the Bugle, are you?"

"Why not? You said you were gonna kick Osborn's ass, didn't you?" Randy says.

"I-I-I was joking..." Spider says. Sort of, anyway... I'll probably kick Fisk's ass first...

"'Sides, don't ya want this town to be pissin' their pants? The Spider is on the scene, dawg! You're the everyman fightin' the fight us regular guys with jobs and women and such can't do."

Jesus... don't deflate my self esteem or anything... yeesh...

"Alright, alright. Just send in the picture after I take out Osborn and Fisk," Spider replies.

"Whoa! You gonna take out Fisk, too? What'd he do? Osborn's obviously corrupted, man. But not Fisk. He's the gentle giant."

"Don't believe everything you see in the newspapers, Randy," Spider says as he exits the store. He holds out his wrist.

*THWIP*

Randy catches up to Spider just as he swings into the sunset...

What am I doing? Fisk was nice to me... what the hell am I saying?! He had Uncle Ben killed. The question is... how am I gonna take on that tub of lard? He could squash me, even with this new spider-strength I have... Peter thinks as he crawls up the Fisk Industries building. The sun has set, it is dark now.

The New York city lights illuminate the land now, but not enough to expose the Spider performing the amazing feat of scaling one of the tallest buildings on the East Coast.

Peter continues to crawl until he reaches the roof of the skyscraper. He peers through a skylight and sees Fisk talking with some corporate people with expensive-looking suits.

Suddenly, the tingly feeling blares like a horn on the back of Peter's neck. He instinctively leaps ten feet into the air, backflipping, and landing behind the guard who had a gun pointed at him.

"Freeze--" the guard attempts to yell before getting his armed hand burnt with acid. Peter kicks the guard in the stomach, causing the man to fall. Spider then grabs hold of the man by his forearm.

The guard looks in horror as his entire body is totally enveloped in sticky webbing...

Inside...

"...alright, thank you, gentlemen. I'll have your toxic waste dumped into the East River. I practically own this city. Not even the mayor will try anything," Fisk says, smiling sinisterly.

*CRASH*

The businessmen cover their heads to avoid the glass of the skylight. Kingpin simply lets the glass fall on his bald head. Sumo training has allowed Fisk to cope with immeasurable pain. Fisk looks up towards the gaping hole in his office's ceiling.

The web-covered guard is slowly lowered into the room by a thin webline. He is eventually fixed in a dangling position. The businessmen silently exit the office.

Fisk simply presses a button on his phone, "Security, get yourselves on standby. We've got a guest..."

Fisk gets out of his chair and goes to examine the web-covered guard. Fisk rips the webbing apart, causing the guard to fall out of his cocoon. He gasps for air.

"H-he's out there... h-he..."

Fisk grits his teeth as the lights are shut off in the room. Fisk remains silent as he hears the door lock... from the inside. Someone is definitely in the room with him and his guard.

"What's that saying? The bigger they are," Spider taunts as he flips toward Fisk, about to deliver a massive two-foot kick. "The harder they--WHPH!"

Peter wasn't expecting that. The kick didn't do anything to Fisk. The tingly feeling flares up as Fisk jabs his massive fist into the floor. The Spider, using his enhanced agility, skillfully moves out of the way.

Fisk, using his massive reach, grabs Spider by the forearm and flings him into the wall, knocking over a portrait of him in his trademark white suit. Fisk tries turning the lights back on, but the switch has been melted.

"What in the name of--" Fisk asks as he feels the relatively light Spider jump on his back. Fisk simply grabs the hoodlum by his shirt collar and brings him to eye level. "You've got a lot of nerve, boy."

Peter grits his sharp teeth through the mouth-slit in his mask. He bites Fisk's hand, injecting toxic venom into his system. If the venom of a black widow spider could kill a man, think of what a much larger dose of it could do.

"AHH!!" Fisk screams. His insides burn with a passion. His grip on Peter lessens. Spider slips away into the darkness.

"No, YOU'VE got a lot of nerve, Fisk," Spider says. "I'd try and get an antitoxin for that bite. I didn't inject enough poison to kill you instantly... be glad I'm giving you a second chance."

The last thing Fisk hears before slipping into unconsciousness is a strange noise...

*THWIP*

Oscorp...

"What the FUCK do you mean no one has spotted Parker anywhere?!" Osborn yells into his cell phone from his office. "Hang on, I've got a public call..." Osborn closes the flap on his cell phone and pushes the flashing light on his telephone. "This is Osborn, go ahead."

{"Sir, this is Chief Arthur Stacy of the NYPD. We would like to question you about the disappearances of Ben, May, and Peter Parker. We searched their backgrounds and found out they were associates of yours on extended leave..."}

Osborn says emotionlessly, "They don't work for me anymore. I don't know where they are, and I send my condolences. Good day, Chief." He presses the hang up button.

Osborn whips out his cell phone and hits redial, "Alright, Bob, let's discuss this little predicament we're in. I'd like to pull the plug on the Venom project. It's just not working out... okay, thanks for understanding. Your advice about taking it slower sounds like a good idea..." Osborn turns off his cell phone and rubs his temples.

Elsewhere in the Oscorp complex...

Otto Octavius walks into the lounge to get a soda. He shoves his 50 cents into the machine and chooses a Sprite. He takes the can and pops its top, taking a heavy slug. He notices that there aren't many employees down in the lounge. Usually, the place is frequently occupied, but for the first time it's deathly quiet.

When he walks towards the exit, he gets caught in a sticky solution. Before he knows it, he's immobilized. The Spider crawls to examine his prey. He smiles.

"Doc Ock, I presume?" Spider asks.

"P-Peter?" he yelps. "This transformation of yours is astounding! Think of the wonders--"

"SAVE IT!" Spider shouts. "And by the way, the name's Spider now. Peter Parker is dead... along with my uncle. I've come back here to get my aunt, so where is she?"

"I-I-I... she escaped!" Doc Ock shakes. "I honestly don't know where she is! And what's with the leather get-up?"

"What's with the retro glasses?" Spider counters. "So, you wanna rethink that answer? Where's my aunt? I know you're lying..."

Otto sighs, "I helped her escape..."

"And where did she escape to?"

"I don't know... she said she was looking for you...!" Otto screams. "She has been taking out the assassins that were sent to kill you. Osborn found out you killed his son."

Jesus! That was his son!? Oh boy... the damn spider instinct inside of me overwhelmed me. But it was still me...

Spider's mouth begins to foam with acid, "Where's Osborn now?"

"Y-you captured the guards, didn't you?" Ock asks.

Spider can't help but smile, "And I tangled everyone else up in a web..."

"Osborn is in his office," Ock says. "Please, let me go, Peter. I want to help you. Maybe somehow I can help you back to normal..."

And go back to the loser I was? Not to mention my reputation is pretty much ruined. The world thinks I'm missing or dead anyway... Like I said, Peter Parker is dead.

"Stuff it, Ock!" Spider yells, spitting webbing from his mouth, covering Octavius' mouth.

Hmph, didn't know I could spit webbing and acid... oh well, it works!

Peter swipes at the webbing holding Otto with his claws. "Get out of here. The employees and guards are in the fourth sector. Tell them to evacuate... tell them it was Osborn's orders..."

Ock rips the webbing from his mouth, "But--"

Spider spits acid in front of Octavius' feet.

"Just DO it!"

Doc Ock scurries out of the room. Spider leaps down from the web and begins spraying acid everywhere. He takes a match from a match case on a counter and lights it. He goes to the exit and throws the burning match on the ground. The flame ignites from the acid...

*FWOOSH*

Well, Fisk wanted the place torched...

"...yes, I realize those chemicals shouldn't have been dumped in the East River!!!" Osborn screams over the phone. "Fuck! I didn't order that to be dumped! I have my chemicals dumped in Jersey for Christ's sake."

What the fuck is going on here? Osborn wonders to himself. And is that smoke I smell?

Before Osborn knows it, the Spider comes crashing through his wooden office doors. Splinters fly everywhere as Spider skillfully flips onto Osborn's desk, spilling coffee over the CEO of Oscorp.

"FUCK! That's hot!" Osborn yells as he growls at the masked man. His anger instantly turns hotter when he realizes who's behind the mask. "You killed my fucking son, you son of a bitch!" Osborn takes a swing, but Spider grabs his fist before it hits. He flings Osborn into his chair, sending him toppling over.

"I'm disappointed in you, Osborn," Spider says. "Sending in your son was a big mistake. I wouldn't care if you sent the Pope to kill me... don't you know what happens when an animal is cornered?!"

"Two words... bug and zapper," Osborn says.

"Actually, spiders are arachnids, sir," Spider says with a smile.

Osborn growls as he lunges for Spider, but he's too quick for him. "Why are you doing this to me?!" Osborn pleads. "I have a business to run and you're fucking it up!"

"You should be thanking me, Osborn. I had to give Fisk a near-fatal dose of my own personal venom before coming over here. His empire will be disoriented for awhile, don't you think?" Spider asks, crossing his arms as the smoke from the inferno begins to cloud into the office.

Osborn coughs, "Then why are you doing this to me? I saved your life by giving you that drug! I'm the reason you have those powers now!"

"A day ago, I would be loyal to you, but then you had to try and kill me. That's worse than bullies threatening to give you a swirly for your lunch money. That's worse than being rejected by every girl you EVER tried asking out! Frankly, I'm tired of being the victim. I'm tired of hearing the top-citizens bellyaching about their problems when everyone has problems. You think you're special when in reality, you're not."

"Save... *cough*... me, you idiot, I'm going to suffocate in here..." Norman begs.

Come on, Peter... save him! Wait... no. This guy deserves to die... but he's innocent! Argh! Don't say that! He's a monster... aw hell... damn morality...

Spider covers Osborn in webbing. "AH! What the fuck is this for??"

"So you don't go anywhere without me knowing," Spider yells. He extends his arm.

*THWIP*

Web fluid streams from his wrist, breaking through the window and latching itself onto a lightpost. Grabbing Osborn, Spider swings out the window. Spider gets that feeling again.

Aw shoot...

*BOOM!*

The force of the explosion causes Spider to lose his grip on Osborn.

"AHHH!!!!!!" Osborn screams as he is flung every which direction without being able to move the rest of his body. Peter doesn't see where he lands, because the flames have partially engulfed him.

Spider shoots out another webline. When he feels slack on the other end, he swings away from the consuming flames. He lands, tumbling for several feet, as debris falls all around him. He grimaces, grabbing his right shoulder. What appears to be blood is gushing from a clean slice. When he examines the amount of blood on his hand, the blood seems to bubble away like it was made of Pop Rocks.

Peter sighs, "Weird..."

He takes off his mask, examining his victory. The flames engulfing Oscorp rise for miles, he estimates. He regrets not being able to have saved Osborn. It would have been fun seeing him struggle with all the legal stuff that would've followed this incident.

Peter looks off into the night sky. He sees a star seem to flicker out. Good bye, Ben... I'll miss you. Hope I've made you proud. Spider puts his mask back on, shooting a webline out, swinging away.

Amidst the flames, a bloody hand shakily rises above the debris...

So that was my "Ultimate" Spider-Man prelude. What did you think? Send me feedback on the message board, the staff list, the public list, wherever you wish. Do whatever you want to let me know how this was. If I get positive reviews, I'll propose an ongoing, appropriately titled The Spider, set in the Alternate Universe here at M2K!