With Great Power (Story) (Earth 130894)

Story Description
"When Peter Parker is attending a field trip to Oscorp, he is inadvertadly bitten by a Genetically Altered Spider. When he realises he has extraordinary abilities, his life changes forever."

Featuring
Peter Parker / Spider-Man

Gwen Stacey

Harry Osborn

May Parker

Ben Parker

Norman Osborn

George Stacey

Terri Lee

Julios Valentina

Carlos Aguera

Flash Thompson

Donald Menkin

Otto Octavius

The Field Trip
Peter Parker is woken up by his alarm clock and prepares for the day as per his usual routine. He gets the bus to School, Midtown University, along with his childhood friend Gwen Stacey. Upon arriving, they prepare for their eagerly awaited field trip to Oscorp - which others in their class do not share, including Flash Thompson, who has been a bully to Peter ever since Sophmore.

Meanwhile, Norman Osborn CEO of Oscorp reassures his Son Harry that he should enjoy the trip. Harry disregards this, claiming that he has visited Oscorp enough times and didn't find it interesting then and would nothing would change now. Norman shows disapointment in this, telling Harry that he wishes he would be more like his friend Peter Parker. Norman quickly ushers him out of his office, telling him to wait in the reception area to join his class when they turn up.

Harry joins Peter and Gwen as they arrive in the Reception area, but does not share the enthusiasm. He calls to his teacher and asks to sit the demonstration out, but the teacher ignores this and proceeds with the introduction. The noisy class begin to simmer down with the arrival of Donald Menkin, who introduces himself and begins the tour around Oscorp. Flash makes a remark about how Harry, Donald Menkin and his Father Norman sit and eat breadsticks and snails together, refering to Donalds French accent, to which his friends laugh. Norman appears and responds to Flash's comment and regards that Flash may be happier visiting the local Zoo instead.

Norman introduces himself as CEO and Harry's Father, much to Harry's embaressment. He explains a little about Oscorps nature of business before leaving and stating that they will be in the capable hands of Donald Menkin and they begin the tour. Gwen states to Peter that she would like to one day hope to work for Oscorp. Peter agree's and says that it would suit her well, but comically stating that not until he get's the job first.

Donald takes them to the laboratory of Doctor Otto Octavius, who rudley ushers them away due to being pressured with a 'big job'. Gwen vocals her disliking of the metal arms that Octavius is wearing, Harry agree's and jokingly says that everyone at Oscorp calls him 'Doctor Octopus'. Upon arriving on the second floor, Flash Thompson and his friend take Peter's bag and run off down a hall way with it, prompting Peter to chase them. There, he finds them with his bag and they play 'piggy in the middle' with him. Peter manages to catch the bag, which angers Flash and he pushes him up against a door. Unaware to either, Peters hand comes into contact with the door panel, which recognises his DNA somehow and it opens up, prompting Flash and his friend to push Peter inside and the door shuts. The two run off when they hear the Teacher shout there names out.

Peter is inside a cool room, filled with lab equipment and vials upon vials of liquid. Looking around, he notices chambers with several different Spiders in them. Unbeknowst to him, whilst observing one Spider in it's habitat, another crawls out from it's chamber and bites his hand. Peter winces and is escorted outside by a security guard who finds him in the room. Peter attempts to explain that he ended up in that room by accident, that he was trying to retrieve his bag from Flash but the guard would not hear any of it and Peter was ordered to wait outside.

Eventually, the class return from the tour and Gwen gloats to Peter about meeting the famous Curt Connors. Peter, in a jealous rage, shrugs her off and walks up to Flash demanding that he appologises for what he's done. However, Flash laughs at him at first but is provoked when Peter calls him a knucklehead, to which Flash reacts and throws a punch at Peter, which he instinctly blocks and returns a punch that hits flash right in his nose. The fight is cut short however by their teacher and Peter runs off in the opposite direction.

Manifestation Of Peter's Powers
Frightened, Peter stops running to catch his breath down a back alley where he becomes nautious and throws up. He stares at his hand as the Spider bite pulsates and has grown significantly, covering the whole of his hand. With this, he passes out.

He awakes in the alley way where he passed out, only to find that the sky is Red in colour and everything around him is warped. He then turns to see a huge, translucent Spider who bares a similar resemblance to the one that bit him. This spider then scutters off, with Peter following it but not knowing why. The Spider jumps a great height and begins to climb the side of a tall building. The scene flips 90 degrees and throws Peter onto the wall, where to his suprise, he sticks.

Peter deduces that the Spider wants him to follow it, so he does and begins to climb the wall after it. The Spider leads him to a rooftop, where several figures appear and attack it. Although frozen in shock, he observes as the Spider displays great strength and agility, defeating the figures before webbing them up and jumping to the next building. The figures break free of their bonds and attack Peter, where he discovers that he possess the same abilities displayed by the Spider including the sixth sense ability, almost mirroring the same fight he had just witnessed.

Refusing to follow the Spider anymore, Peter demands an explanation as to what is happening. Immediately after, the building crumbles around him and a string of web shoots out of Peter's wrist, swinging him to the next building that the Spider is on. The Spider disolves and morphs into tentacle like webbing that wraps itself around Peter into his soon to become Spider-Man suit.

Peter instantly wakes up back in the real world on the ground, drenched in sweat, only to find that it is getting dark. He jumps to his feet and rushes home, in fear of getting grounded.

Peter Parker Vs Crasher
Back at the Osborn mansion, Norman Osborn asks Harry how the field trip went, stating that he was unable to stick around due to attending an important meeting that couldn't be avoided. He states that it was boring, as he knew it would be. Norman replies by saying that he bets Peter and Gwen enjoyed the trip, saying that he will never fit in with any group if he doesn't at least one of their interests.

Harry says that Gwen was ecstatic that she got to meet Curt Connors, but states that Peter disappeared from the group and then turned up outside, only hit Flash Thompson. Norman seems suprised at his behaviour, but Harry follows up with saying that Flash deserved it because he's a bully.

Norman begins his sentance but is interupted by a phone call, to which he excuses himself into a differnet room. Harry leaves the dinner table himself and calls Gwen, asking her if she has spoken to Peter since earlier. Gwen replies that she hasn't but Peter's Uncle Ben said he returned home around 20 minutes ago and went straight to sleep. Confused, the two of them decide to visit him the next day.

Peter awakes to the sound of his Aunt May calling his name, saying that Harry and Gwen are here for him. They ask Peter if he okay and they discuss the incident with Flash. With all that had happened, Peter had forgotten all about it and began to fret what would happen upon returning to School on Monday. Gwen says that she was shocked at Peter for hitting Flash, saying that although Flash Thompson is a huge bully, hitting him would be stooping down to his level. However, Harry interjects by saying that Flash deserved it and will probably think twice about bullying Peter again.

Uncle Ben walks into the room after overhearing the conversation and asks the pair to leave, as Peter has chores to do. The two happily oblige and say goodbye to Peter as Uncle Ben sits down. Peter asks him not to deliver a lecture, but Uncle Ben simply jokes by asking him if thats all he thinks of him as. He begins to explain that when he was at School, he used to get bullied just like a lot of teenagers. He goes on to say that Gwen is right and that resorting to violence is never the best way about it. Before leaving the room, he asks Peter to fetch a bottle of milk from the store for him.

On his way there, he remembers the vision he had whilst being in the Spider-Man costume upon seeing a spandex suit in a shop window. He begins to wonder for a brief moment, but then proceeds on his way to the corner shop for some milk. Upon leaving, he is followed by a gang of three thugs with the intent to mug him. Peter notices that his Spider sense activates and he immediately backflips behind the one thug. With all suprised, the thugs begin throwing punches at Peter, who manages to swerve every single one. Realising that if all of his other abilites are real, then his ability for super strength must be real too. To their suprise, he picks up the one thug and throws him into the other one. The third stumbles over himself in fear and tries to run away, but Peter shoots webbing from his wrist and yanks the thug back. Frightened, he picks up his bottle of milk and proceeds to run. He passes the shop where he saw the spandex in the window and begins to formulate a plan about going into proffesional wrestling, purchasing the costume.

Later at home, he spends hours designing the costume and begins to make his outfit to enter the next big fight. Deciding to hide this from his Aunt and Uncle, he takes the train to the fight. Upon leaving, Uncle Ben and Aunt May collar him, demanding to know what he is doing leaving so late at night. Panicing, he tells them that he is going to Harry's to help him study. Aunt May is satisfied with his explanation, but Uncle Ben is not. He asks him whether or not he is lying to his Aunt and Uncle, to which Peter replies that he isn't. Ben takes his word for hit and lets him be on his way.

Peter later shows up at the wrestling ring wearing his new costume, but is met with hatred for his smaller stature. However, after much doubt from the crowd and taking a heavy beating from the wrestler "Crasher", he retaliates and defeats him much to the crowd's suprise.

Meanwhile, Harry gets a phone call from Peter's Aunt May who asks to speak to Peter when she learns that his phone is not ringing. However, Harry tells May that he hasn't seen Peter since he and Gwen left their house this morning. Ben hears this and becomes furious after Peter swore that he hadn't lied about where he was going. Ben wants to collar Peter for when he gets home, but May tells him to leave it for the morning for when he has calmed down.

The Death Of Ben Parker
Waking up in a good mood for once, Peter recalls that the owner of the wrestling, Mr Leek stated he could become a full time participant, telling him to stop by his office tomorrow evening to get a contract drawn up. Peter sneaks out of the house and decides to go and purchase a present for his Aunt and Uncle with the money he had won from the fight last night.

However, upon returning home he is greeted by an angry Uncle Ben. Ben quizzes him on how he got on at Harry's last night. Peter says that he had fun and that he was heading there again tonight. Ben snaps at him and tells him he isn't and that he's grounded, going on to say that his Aunt May, who has just walked into the room, phoned Harry last night to speak to him because his phone was off. Ben asks him where he really was, warning him not to lie to him this time. Frustrated, Peter reveals that he went to a wrestling ring where he participated in a fight.

Aunt May begins sobbing, asking why he would put himself through a world of pain just for pety cash. Peter, in his frustration, snaps at Aunt May saying that it isn't as black and white as that. Uncle Ben retaliates angrily to this, demanding that he not raise his voice to his Aunt. He continues by telling Peter that he doesn't know who he is anymore, lying and sneaking around coupled with hitting people.

In Peter's frustration, he throws the bag that contained the presents he had brought for his Aunt and Uncle on the floor and runs out of the house, heading towards the office of Mr Leek, the wrestling ring owner. Ben picks up the bag that Peter left to find two watches, one adressed to May and one adressed to himself. Ben feels remorseful at seeing this, believing that Peter had only intended to do right by his Aunt and Uncle. In doing so, he heads out to find Peter.

Peter walks into the office and finds Mr Leek, who is loading duffle bags full of money. However, Mr Leek snarls at Peter and tells him to piss off, stating that he is busy. Peter reminds him of the contract he said would be drawn up this evening, however Leek responds by saying that was how he felt yesterday and that today is a different day. Crushed by this, Peter storms out of the office and brushes past a man on his way out when his Spider sense alerts him to danger, but chooses to ignore it.

The man walks into Leeks office and demands the money that he is packing into the duffle bags, saying that it is what he was owed from winning on his bets. Leek also tells this man to piss off, stating that he refuses to give into intimidation by thugs from the Silentos. The man hits him in the face with his gun and robs the bags, heading towards the stairs where Peter is standing. Upon realising the situation, Peter decides to take revenge by letting the man past him. When Leek asks why he did that, he responds that he felt like wrestling yesterday but today is a different day and walks off.

Shortly after, Peter notices several missed calls from his Uncle, who was left a voice message for him saying:

"Hey Buddy. I found your gifts after you left the house and I just wanted to tell you how grateful me and your Aunt were to see such thoughtfulness. I'm sorry that we argued earlier, we were just worried about you and I suppose we didn't know how to handle it as i've never really had to go through that with you. I understand that you're..you're fond of this wrestling thing you've got going on and it's obvious you have a talent, but you should be using that talent to help others and not just yourself. Your Father always stood by a sole philosophy, Pete. He believed that if a man had the ability to do good by his peers, then it was his obligation to do so. Admit when you're wrong, stand up for what you believe is just. With great power there must also be great responsibility. It's called being a Man, Son. Phone me when you can and please, come home."

Peter attempted to phone his Uncle back when he hears several gun shots coming from quite close to him. Immediately after, he spots his Uncles car being driven off by two men in balaclavas. Piecing together what had happened, he rushed towards what he was sure was his dying Uncle as Police and civillians gather round him. Uncle Ben looked around and noticed Peter weeping over his body, he bore a huge smile on his face before he passed away in the arms of Peter.

Aftermath Of Uncle Ben's Death
A devestated Peter and Aunt May sit in the Police station, waiting to hear from the Police to call them in. Peter blames himself for the death of his Uncle, but Aunt May consoles him telling him that theres nothing that he could've done to prevent it.

The two are called in to the office of Captain George Stacey, who greats them personally having being familiar with Peter due to his friendship with Gwen. He tells both Peter and Aunt May that the killing was done as a result of a car jacking. He carries on to say that reports earlier in the evening suggest a feud between rival gangs got out of hand and that, whilst a few members of this gang had been shot, four members managed to get away using Uncle Ben's car. He tries to console them, saying that it could have been lot worse had it happened in a more secluded area. They have witnesses claiming to know who the perpertraters are, hoping to find them as soon as possible.

Peter asks the names of who they are, but Captain Stacey states that he cannot reveal them just yet. He responds by asking why the Police haven't arrested them if they know who he is, but Stacey replies by saying that he doesn't exactly know if the information is credible yet, but assures him that the Police are doing the best they can. This prompts an angry response from Peter who storms out of the office, followed by Aunt May who graciously thanks Captain Stacey for his time.

That night, Peter has a nightmare. In this nightmare, he is confronted by a figure in his wrestling suit who taunts him for not being the man that Uncle Ben had raised him to be and that it's his fault that Ben Parker died. Peter screams at the figure, telling him that he is wrong. But as he looks down, he see's a gun in his hand and finds himself pointing it at the figure. The figure then morphs into the Spider-Man suit Peter previously saw in his vision trip with the Spider, who webs up Peter saying that he has a chance to make things right. Several days pass and Peter has the same reccuring dream.

Peter wakes up on Thursday morning, four days after Uncle Ben had passed. Aunt May walks in to his room and asks him how he is feeling. He says that he hasn't been sleeping well, to which May replies that she already knows. When Peter asks how, she simply replies that he looks tired every morning and she can hear him tossing and turning in the night nervously, stating that something must be playing on his mind. Peter thanks her for being thoughtful and tells her that he feels that he needs to attend today. When she tells him that the School have given him two weeks, he responds by saying being around Harry and Gwen may help him cope with the loss better. She sits next to him on his bed and smiles, saying that she respects his desicion.

At the school yard, Gwen stands outside in the rain waiting for Peter to turn up as she has done for the past four days. Harry comforts her and says that she could catch her death standing in the rain and should come inside, to which the bell rings and she eventually agrees. Just before stepping in the door way, she turns around to see Peter behind her. She runs and hugs him tightly, bursting in to tears as a sadened Harry looks on. Peter says nothing, but smiles at Harry as he joins them too.

During lunch period, Peter is walking across the yard when he senses a ball flying towards him which bounces of his head. It's Flash Thompson and his friends, who shout to Peter to kick their ball back at them, but he says nothing and walks away. Angered by this, Flash runs up to Peter and confronts him about his black eye. As a crowd gathers round, Gwen and Harry shout to Flash demanding that they leave Peter alone, that he is greiving. Flash turns to Peter and says that he doesn't care if his Uncle has died or not, that he owes him a black eye.

The pair get in to a fight and Flash gets thrown in a muddy puddle, embaressing him. He gets up and runs at Peter, who, with a bleeding lip, grabs Flash and throws him through a classroom window only to be caught by a Teacher who collars them both.

Afterwards, Peter finds himself alongside Flash Thompson in the School principals office where Aunt May and Flash's Mother arrive. After some discussion, Peter is told that he must continue to take the rest of his grievance time off until he is of stable condition to return, for safety of the pupils. Flash's Mother decides to take the debt of repairing the School window off of Aunt May's hands, given that Flash provoked Peter in the first place and saying that the Parker Family have suffered enough this week. Aunt May thanks her and takes Peter home.

Later on at home, Peter is beside himself trying to figure out how to search for the killer himself whilst making an example to the other criminals on the street. Peter notices his drawing book is open to the page of his first design for the Spider-Man costume. In doing so, with Ben Parker in mind, he makes several adjustments to the costume until the finished article becomes Spider-Man.

The Hunt For Ben's Killer
By travelling around at night time, he comes across several shady looking Men in a parking lot. He drops down and demands to know what how much information they know about the murder that took place on Sunday. The thugs laugh and mock Spider-Man, to which he webs the mouth of one of them and grabs another, throwing him across a car bonnet.

A third pulls out a gun and aims it Spider-Man, ordering him to leave the parking lot before they empty clips into him. Spider-Man grabs the thugs wrist and twists it, which causes the gun to drop on the floor and fire a shot that hits the fourth thug. Using this as a distraction, the three flee the parking lot whilst Spider-Man questions the injured one. He webs up his wound and tells him in return he must tell him what he knows. Eventually, after much discussion in fear, he cries out the name 'Mex'. Shortly after, the Police turn up in response to the gun fire and place blame on Spider-Man.

Leuitenant Terri Lee orders him to identify himself, but Spider-Man simply replies by asking if the name 'Mex' meant anything to her. She replies that it does, asking why, to which he responds by saying that he's the one responsible for Ben Parker's murder and leaves them with the thug.

Back at the Police station, Captain Stacey is interrogating a member of the Silentos crew who the Police have pulled in for questioning. Stacey warns him that if he doesnt comply and tell him who was involved with the shooting, it will come back on him for covering up the truth whereas he can make it easier on himself if he tells all. The thug just sniggers and says nothing. At that time, he recieves a call from Lee.

She tells him that a masked man has just interrogated four thugs in a parking lot and before leaving, gave her the name 'Mex'. Captain Stacey identifies this as being 'Carlos Aguera', leader of the Silentos crew. Stacey turns to the thug and tells him that it's the third time Carlos' name has popped up. He demands to know where he is hiding, but the thug still remains silent. He is eventually released from the Police station, only to be captured by Spider-Man and interogated from a rooftop.

Word reaches Captain Stacey, who goes to the rooftop to bring in Spider-Man. However, when he gets there, Spider-Man has already beaten the thug black and blue, leaving him webbed up and hanging from a street lamp. Stacey demands that he put his hands up and surrender for breaking the law, but Spider-Man says that he knows where Mex is and is going to get him himself. Stacey pulls out his pistol and demands Spider-Man stop where is and to let the Police handle the job, but Spider-Man again runs off, followed by Captain Stacey firing shots at him.

Revenge
Captain Stacey orders all units to converge on the location that Spider-Man has given him immediately. Spider-Man races to the hideout of Carlos Aguera  where he fiinds him surrounded by members of his gang. Upon infiltrating the building via an open window, he hides on the ceiling where he overhears them discussing a drug run and their confrontation with rvial gang, The Red Barbarians.

Spider-Man reveals himself to the group and asks which one of them is Carlos. Carlos makes a break for it and leaves Spider-Man to battle his gang, who are armed to the teeth with not only pistols but sub-machine guns too. Although he manages to dodge most of their attacks, a stray bullet manages to catch him in the arm. Luckily, a SWAT team burst through the doors and apprehend the gang members, although a few of them manage to escape the building.

Spider-Man chases Carlos into a dinner where he takes one of the cashiers hostage, threatening to shoot the woman if anyone follows him before proceeding to upstairs of the building. Spider-Man crashes through the upstairs window and shoots his web at Carlos' gun, yanking it out of his hand. Spider-Man says that he won't let anyone else die because of him anymore. Carlos facades a surrender, but pulls out a small pocket knife and attempts to stab Spider-Man with it, who subsequently dodges the attacks and gut shots Carlos.

Grabbing him by the collar, he hangs him out of the building window where the Police are watching him. The two converse about Uncle Ben's death, with Carlos saying that he made a mistake and never meant to kill Ben, he was just needed a Car to gettaway. This angers Spider-Man even more as he lifts him up ready to drop him. However, Spider-Man see's a manifestation of Uncle Ben, who tells him that this is not who Peter is. Peter defends his actions by saying that this is the Man who took his life, leaving Peter and Aunt May to pick up the broken pieces. Ben reminds him of a conversation they once had about Peter hitting his School bully, Flash Thompson. He goes on to say that killing Carlos will not bring him back and Peter will only be as bad as he was for killing him. He fades away after reminding him of those famous words, "With great power, there must always be great responsibility."

Peter returns to the situation at hand, he decides to instead knock Carlos unconcious and web him up to leave for the Police to arrest him. He retreats through the window and heads for home. The Police ask Captain Stacey what they should do, to which he replies that they should leave Spider-Man for another day and focus on rounding up the rest of the Silentos, including it's leader. This solves the murder case of Ben Parker at last.

A delighted Captain Stacey calls May Parker and informs her that the killer has been arrested, along with plenty of his gang who are now off the streets. This brings May some closure as she bursts into tears when comforted by Peter. Just after the Funeral, Peter recalls that he has stopped having nightmares since the murder was solved, knowing now that it was his inner Ben Parker that was trying to tell him about his destiny as Spider-Man was the right thing to do.