(This is an AU story, so with that said, this is NOT a Peter Parker story, every person in this story is an OC. Also all rights to the character SPIDER-MAN, are owned by Marvel Entertainment, LLC)

Spider-Man: Black and Blue

BEEP! BEEP! BEEP!

Cooper opened his eyes and soon started smiling. "Today's our field trip!" he thought. He shut off his alarm clock and began to get ready for his school's field trip. It was still summer, but wouldn't be for long, as there was only a week until school started. The school system always hosted a "jump start" field trip so students would get excited for school. Cooper usually didn't attend as they were usually super boring, but this year, they were taking a trip to P.T.S.I., Phillips Technological Science Incorporated. Cooper was so excited he could barely contain himself.

Cooper slipped his shirt over his head and walked into the kitchen, ready to go, smiling ear to ear. His parents were already in the kitchen, his mom, Amanda, making coffee, his dad, James, reading the paper. His dad was a police officer, a pretty darn good one at that. He was a big and burly man and could intimidate anyone, but was a really nice guy once you got to know him. His mom was a bank teller. She was super smart, and very pretty. She had a smile that could warm anyone's heart.

Cooper grabbed a piece of toast as he smiled at his parents.

"Morning sweetie," Amanda said, "ready for your trip?"

"Yep!" Cooper replied, "actually I'm about to go right now."

"Have fun kiddo," James said.

"Will do Dad," Cooper replied.

"Be safe!" his mom called.

Cooper gave a thumbs up as he grabbed his backpack and walked out the door.

Cooper Cale was 14 years old. Freshmen. Messy brown hair. Pretty athletic. He had a good life, nothing to complain about. Raised in Crossman, Pennsylvania, still living there to this day. He'd always been smart, always had, probably always will. He had gotten straight A's his whole life, except that one time in 3rd grade music class. "Eww," he thought, "lets NOT remember that." Cooper had been able to skip a grade when he was in 6th grade, so he got to go straight to 7th grade. That's when he met his two best friends, Seth and Kate. Truly and honestly, he could probably skip ANOTHER grade, but he chose not too, so he could stay with his friends. Of course, like most smart people at Crossman, Cooper and his friends got picked on. He didn't really care, because, "Brain beats brawn," Cooper said out loud, "most of the time." And that leads up to now pretty much, to the trip. The "learning-impaired" kids were pretty much forced to go, due to lack of passing grades. Luckily, Cooper and his friends got to go voluntarily.

Cooper had arrived at his school. He started walking towards the bus, when he saw Seth and Kate, standing not too far away from him. Cooper walked towards them.

Kate saw him first, yelling, "Cooper!" as she started walking towards him.

Seth smiled and walked towards him also.

William Seth Phillips was Cooper's best friend. His first name is William, but he doesn't like being called that, because it sounds "like an old person's name", so he goes by his middle name, Seth. He had bright orange hair and was skinny, but really quick, which is why he was captain of the basketball B team every year. He would've been on A team if it wasn't for all the brainless jocks. Speaking of school, he was really smart, all A's and B's, but kept to himself in class, just listening. He was also very rich, as his dad owned P.T.S.I., which is where they were going for their trip.

And Kate? Well she was Kate. Kate McCallister was second in her class, only behind Cooper. She had very light brown hair, with those cool, sort of nerdy glasses. She was also pretty sporty, although it seemed she only wore jeans with a t-shirt. She was very pretty, and Cooper knew it, but he wasn't sure he liked her like that yet. But unknown to Cooper, Kate had a huge crush on him, but she was good at hiding it at times.

"Cooper!" Kate exclaimed as she pulled him into a big hug, "How's your summer been?"

"Good," Cooper replied, chuckling, "How bout yours?"

"Good. Chemistry camp was a blast," she replied, pulling away from the hug.

Cooper laughed and looked at Seth, "Hey Seth, how you been?"

"Not bad, Coop," Seth replied with a chuckle, "traveling around the country was alright, y'know, cause of Dad. What have you been doing this summer?"

"Honestly, nothing much. Got to go to the beach, so that was fun," Cooper replied.

"Alright everybody! On the bus!" was heard from the distance.

On the bus, Cooper, Kate, and Seth were all talking about P.T.S.I., Seth mainly telling them what they might see.

"Yeah and they have this radioactive sludge stuff-" Seth was saying until a paper airplane hit him in the back of the head.

A small group of people started laughing. As soon as Cooper heard the laughter, he knew who had thrown the paper airplane.

Chase Miller. The Freshmen bully. Big, strong, athletic, good looking, but an all out jerk. And as usual, he had his group of other jocks with him, to help him tease people. And he had his arm around his girlfriend, Cassie Reeves. She was cheerleading captain, had dark brown hair, just all out gorgeous. A lot of guys liked her, but not Cooper. He knew there were better girls out there. She was snickering, but she had a somewhat annoyed look on her face.

Seth looked so mad, he could've popped a vessel. Chase was always picking on them. Seth got up and started towards Chase and his gang, fists clutched.

"Seth! No!" Cooper called. Kate and Cooper grabbed him and pulled him back.

Seth sat back down in his seat, his face red with anger.

"Their not worth it, Seth," Kate said.

Seth seemed to calm down, sighed, then said, "I know."

The laughter in the back continued.

As an employee stood in the doorway, he said, "Mr. Phillips? The school is on their way."

"Which school?" this so called Mr. Phillips said.

"Crossman High. The one your son Seth goes to?"

Mr. Phillips turned in his chair to face the employee, revealing a man in his late 30s, with red brown hair slicked back slightly. He looked very happy and cheerful. "Oh yes, that's right! Well make sure everything is ready and prepared. We cannot be looking sloppy for our guests!"

Wayne Phillips was Seth's dad. He was a hardworking businessman, but a fun, loving family man. He owned P.T.S.I., after inheriting it from his father, who inherited it from his father, William Phillips, the founder of P.T.S.I..

Wayne then left his office, going to get ready to greet his guests.

The school bus pulled into P.T.S.I.'s parking lot, which then the students flooded out of the bus. They then followed their teacher into the building, where they were met by Wayne Phillips himself.

"Hello everybody! Welcome to P.T.S.I.. I am Wayne Phillips, owner of this company. I do hope you will all enjoy the tour," Wayne said smiling. His watch beeped, which he looked at, then said, "I'm afraid I cannot stay, as I have a meeting to attend to. Our tour guide will guide you on your tour," he said motioning towards a woman wearing a lab coat and holding a clip board. Wayne then started to leave, but happened to see Seth and waved, which Seth returned to favor, and waved back.

"Hi everyone! My name is Tiffany Henderson, and I'll be your tour guide," the woman in the lab coat said,"Stay with me, don't touch anything without permission, and ask questions if you have any! Let's get started!"

They started to walk, and saw all kinds of amazing things. Cooper was admiring a plaque, displaying information on a hydro powered machine, when Chase bumped him in the shoulder, almost knocking him down. Chase just laughed and said, "Nerd." Cooper just glared at him, then continued reading the plaque.

After awhile, the tour found themselves in an area with a lot of animals. "And over here, we have our genetic engineering project. Basically what it is, is we combine the DNA of animals together to create a "super animal". But we can only combine similar species. For example, we can only combine cats, or sea animals, or insects. If we combined animals that weren't similar, they wouldn't survive. Anyway, so we combine the DNA, then we take the blood, or venom, if the animal has any, run a few tests on it to make it safe, then we eject it into the human blood stream! This should then give the abilities of that animal, to the human. We are not yet to human trials though. But the animals we are working with include cheetahs, stingrays, scorpions, mosquitoes, and spiders."

"Wow. Awesome. Cool," were all responses from the group, but unknown to them, the spider container, was empty. And the spider that was supposed to be inside the container? It was crawling inside of Cooper's backpack.

45 minutes later, the school was on their way back.

Cooper, Kate, and Seth were sitting together talking about their trip.

"That was so cool!" Cooper exclaimed.

"Yeah it was! Especially the genetic engineering thing they're doing," Kate said.

"Yeah," Seth replied with a laugh," But did you see the flight tech? That was freaking amazing."

As they continued to talk, they didn't notice the spider from P.T.S.I. crawling out of Coopers backpack. The spider stealthily crawled up the seat and climbed right beside the nearest living thing, Coopers hand. Then the spider lifted it's head.

"Yeah and when it propelled- AAAAGGGHH!" Cooper yelled as he threw his hand up at the pain that shot through it. Nobody had cared or didn't hear Cooper except Seth and Kate.

"Yo, Coop! Whats wrong?" Seth asked with a worried look on his face.

"Are you alright?" Kate also had a very worried look on her face.

Rubbing his hand, Cooper replied, "I'm fine, I think. Just got bit by something, that's all. Caught me off guard."

"Ok, if you say so," Seth said. Him and Kate still looked a little worried but they had eased up.

The three continued to talk, and Cooper just happened to look over, and saw the spider that bit him, climb under a seat, and layed there. It seemed it went to die. Cooper thought it must've been like honey bees, they die after they sting. But Cooper soon put those thoughts out of his mind and continued to talk with his friends. He hasn't worried about the bite, as almost all spider bites were harmless, excluding a few, which Cooper knew all about, and that spider wasn't one of those few.

As Cooper opened the door to his house, he started to feel nauseous and had developed a headache. He walked in and saw his parents watching TV.

"Hey Coop, how was the field trip?" James, his dad, asked.

"It was awesome, I had a great time," Cooper replied.

"That's good. Do you need a snack or anything?" His mom, Amanda asks.

"I'm fine, thanks Mom. Actually I kinda don't feel very well, I think I'm going to go lay down," Cooper replied.

"Oh. Ok. Well, let me know if you need anything," his mom said.

"I will," Cooper replied with a smile as he climbed the stairs to his room.

At his room, Cooper pulled his shirt off, saying, "Gosh my head is killing me." He pulled the sheet from his bed, saying, "My hand burns too." He looked down at his hand and noticed it was pretty swollen and red. Cooper didn't like the sight of his hand. "If it's not looking better by the time I wake up, I'll do something about it," he thought, "And hopefully, with a nice rest, I'll feel," he yawned, "all betterrrrrr..." Cooper than fell asleep.

At 3:30 in the morning, Cooper layed in bed, asleep. But he was drenched in sweat. "Augh... Ugh...," he groaned in his sleep. He tossed and turned, groaning and sweating. "No... Spider...".

"AAUGHH!" Cooper woke up. He sat up in his bed, covered in sweat. "That was weird," he said, rubbing his head. "At least I feel better. But I'm covered in sweat, not cool," he said. "I'm going to go to the bathroom and cool off," he thought to himself.

Cooper walked into the bathroom, turned the sink on and splashed water on his face, cooling himself off.

Rummaging through a drawer, a burglar was in the Cale household, trying to find some stuff worth stealing. He held up some jewelry, "Heh, chump change." He continued going through the drawer. Suddenly, a light went off behind him. "What the hell? Someone's awake?" He started towards the light, which was the bathroom. "Guess I gotta take 'em out," he said with a sneer.

Cooper was still in the bathroom, trying to cool off. Behind him, the burglar stood in the doorway, and very, very quietly walked towards him. The burglar glared, then lifted his fist to hit Cooper.

A buzzing sensation went off in Cooper's head, then everything became slow motion. On instinct, Cooper leaped backwards, seeing the burglar with his fist in the air. A million things went through Cooper's head, like, "Who is that? What's he doing here? What's going on?"

Cooper let his instincts take over and grabbed the burglar's head and slammed it into the sink, knocking him unconscious.

Everything was back in normal motion, Cooper looked at the burglar on the floor, then looked at his hands, "What the-?" Where had that strength come from?

Coopers parents entered the bathroom. "Cooper? What happened?" James asked.

"I-I got out of bed, and it was really hot, s-so I came into the bathroom to cool down, a-and then I just felt like something was wrong, so I-I turned around and he was there," Cooper pointed at the unconscious burglar," and I just let my instincts take over, and I knocked him out."

"Oh. Alright. I'll take this scumbag to the station," James replied.

Cooper's dad was back home, and him and his mom had already fallen back asleep. But Cooper lay in bed, thinking about what had happened.

"Where had that strength come from?" he thought, "And that slow motion thing? And the buzzing sensation in my head? What was that all about? I could NEVER do that before!"

Cooper then remembered how he had gotten bitten by that spider. He had never seen a spider like it before. Then it all came back to him.

"Combine the DNA of animals... eject it into the human blood stream! This should then give the abilities of that animal, to the human... spiders..."

"Oh my- could that spider have been from P.T.S.I.? The genetically modified spiders they were talking about? Did it escape and bite me, giving me it's power?" Cooper said to himself, "That would explain the strength, as spiders are actually very strong... The slow motion thing, spiders can sense things all around them."

"So the spider gave me it's abilities. It's crazy, but it makes sense. So that means... I have, like, super powers?" Cooper broke out into a huge grin. He turned towards his lamp, "I can use my powers for good! I can be..." The room goes dark.

"A hero."

Author's Notes

So that's my first attempt at fanfiction c= I hope it was alright. This is the first chapter of my fanfiction of MY version of Spider-Man, my characters, my story, everything =) Also, sorry if my writing wasn't the best, I'm still learning =P See ya next chapter!