I don't own Spider-Man, Marvel does. That's the only disclaimer you're gettin' outta me.

CHAPTER ONE: Who Am I? Not Spider-Man...Not Yet...

The lights swirled overhead as blood rushed to my head, making me even dizzier than I was before. I could barely distinguish them as streetlights. As I struggled to rise to my feet, I felt a Timberland boot slam into my ribcage. My body fell back to the ground. Above the ringing in my ears, I could hear my assailants laughing and taunting me.

"Come on, bitch, get back up," one of them said.

"What, you think some faggot-ass costume's gonna save you, motherfucker?" another one of them said.

My mask was filled with blood. My vision was getting blurrier by the second. And here I was, surrounded by five people, getting the hell beaten out of me.

I looked to the side, and there was my mother, on her knees, giving head to some guy for crack. She was the only reason I was even here. And she didn't even notice me. That is, until they took off my mask.

"I don't believe this shit...hey Rhonda, look over here!" one of them yelled to my mom.

She pulled her head back, looked at me, and gasped.

"Rob?" my mother asked, stunned.

"Hey bitch, ain't nobody tell you to stop!" said the guy who was gettin' hooked up by her. She stood up and ran to me, but then one of my attackers grabbed her by the hair and held her back.

"Hey, you want that crack or not?" he asked her.

"But...that's my son..." she pleaded.

"Your son likes to dress up in red and blue pajamas and get his ass kicked. What's more important, that or the drugs that you can't live without?" he asked her.

I fought to focus upon my mother with hate in my eyes. She stared at me with tears in hers.

"I came here to save you...despite everything you did to me..." I said, my voice beginning to break. "Come with me...I'm trying to help you..."

My mother continued staring at me. She looked as if she was contemplating her decision. Then, she turned her back on me, again, and walked back into the alley to continue earning her drugs. My heart felt heavy, heavier than ever, and there was a pain in my heart that I had never felt. That's when I heard a click, and I found myself staring down the barrel of a pistol.

"Looks like you came for nothin', motherfucker," the gunman said.

Before you get excited, I'm going to be an asshole and take you back to the beginning of the story. After all, aren't you the least bit curious how we got to where we are?

Alright then. We're gonna go back twelve years. First, in case you were wondering, my name is Robert Jordan. I was born in Vorhees, NJ, but my family moved to a small town in Jersey called Sicklerville. It was a quiet little place, the kind of place you see on TV where all the neighbors know each other and there's never a sad moment. Still, I enjoyed it very much. Even though I was very young, I can honestly say that this was the best time of my childhood.

My early years were mostly spent in kindergarten, where I would hang with my best friends Sean and Brandon. Mind you, it was the late eighties, so we were pretty much obsessed with the Teenage Mutant Ninja Turtles. I mean, four mutant reptiles who loved pizza and beat up ninjas was pretty damn appealing to us.

One thing I think about often is how we were the best of friends despite our racial differences. Of course, when you're six years old, you don't really think or care about race. I'm black, Sean was Irish, and Brandon was Puerto Rican. It makes me happy when I think of how innocent we were, when we had no idea what racism was. Those were the days when hate simply didn't exist. Those were the days when pain didn't exist. We were just three young Ninja Turtles fans.

Don't get me wrong, though, I do know what pain feels like. I remember the very first time I felt real emotional pain. It was the day Brandon moved away. His father had gotten a new job in Delaware and was preparing to move. The day Brandon moved away, we were all sitting in Sean's backyard. I sat on the swing set while Sean sat in a tree and Brandon sat on the back step. None of us had uttered a word the entire time. Eventually, Sean jumped down from the branch he was in. He reached in his pocket and pulled something out, then he handed it to Brandon. Brandon looked down at his hand.

"This is your Ninja Turtles watch," said Brandon. "You love this watch..."

"I want you to have it. I don't want you to forget me. We're best friends, remember?" Sean replied.

That's when I stood up. I too placed something in Brandon's hand. It was an action figure, of Michelangelo, my favorite of the four turtles.

"Rob, I can't take this..." said Brandon.

"I want you to. If anybody gets to keep it, it should be you," I replied.

That was the entire conversation. As much as we all wanted to cry, we didn't. After all, when you're a six year old boy, you're not supposed to cry, lest you'd be considered a wimp.

That was only the first time I'd feel pain...

Skip ahead one year...

The day my world got turned upside-down seemed like any other day, to be truthful. That is, until I heard yelling coming from outside of my bedroom. I ran to my door and listened. Outside of the room were my father, Jonathan, and my mother, Rhonda.

"Rhonda, keep your voice down. I don't want Rob and Aaron to hear..." my father said. Aaron was my older brother.

"I don't give a shit! All you ever try to do is control my life! I'm sick of it! I'm sick of this whole 'relationship'! I want a divorce!" my mother yelled back.

"Rhonda, please, you're not thinking clearly. I'm trying to tell you..."

"I don't want to hear it!"

Alright, enough with that. Let's fast forward just a little bit more and you'll see where this is leading...

Enter: Atco, NJ. AKA The Fifth Level of Hell

About a week or so after I heard my mother and father arguing, I found myself living in a completely new house, in a strange neighborhood, with my mother and brother. Got a stop-watch ready? Good. Now start counting down, 'cuz this is where the official worst part of my life begins. How fucked up is it that it hasn't even ended yet?

Remember when I said that I was too young to understand what the differences between races were? Well, that certainly changed. Here in good-old Atco, I heard the word "nigger" for the first time. Boy was that fun. Okay, don't take this the wrong way, but I was the only black kid in a neighborhood full of white people. That would have been completely alright if they all weren't simple-minded racists. There were a couple of families that were generally nice, who welcomed us with open arms and treated us like normal people. Of course, of those two families, one moved away, and one had a sudden change of heart for some strange reason.

When I wasn't in school, I stayed in my room most of the time. I guess it kinda felt like a sanctuary. It wasn't like the inside of the house was a picnic. My brother, as much as I love him, was having a hard time coping with the divorce, not to mention not having anyone on the block to talk to. Besides from being a black thorn amidst white roses, he was the only person around who was seventeen. I remember when he made a few friends from West Atco, where the blacks lived. I wished to God that he hadn't met them, though.

These guys were the crowd that your mother warned you not to hang with. Let's be blunt: they were drug dealers. And, like a lamb to the slaughter, my brother decided to go with the flow of the group and sell drugs, too. Trust me, it is not good for one's psyche to wake up at three in the morning to the sound of policemen arresting your brother. Lots of cursing, violence, and the sound of handcuffs clicking can really warp your mind if you hear it enough at the age of seven.

Oh, but the story doesn't end there, my friends. Now we get to the real problem...

Rhonda, dear old Mom. Maybe she was stressed out from the divorce. Not that she had anybody to blame but herself. She left my dad because she got into drugs and he didn't, basically. She pretty much qualified as an addict. I tell you, a child's mind can get seriously warped when his babysitters consist of drug dealers, abusers, alcoholics, and prostitutes. Of course, Mom was never home, and neither was Aaron, and half the time I wouldn't even have a babysitter. I spent most of my childhood alone. And when Mom was home, she was usually asleep, or high, or fuckin' some guy so she could get a hit, or beating the living hell out of me because she couldn't come up with a better way to deal with her problems.

Then, one day, she just vanished. Yup, just like that. I had no idea where she was, and Aaron was staying with friends in West Atco. I was alone for several hours, waiting for my mom to come home, but she never did. Eventually I called my father, and he came to get me.

My mom called me about a month later, saying that she was sorry for what she had done and that she was staying with a friend. I later found out that she had gotten high, hadn't payed for it, and was hiding from the dealer, who was planning on killing both her and myself if he hadn't gotten the money. She begged my father to let her have me, but he refused. There were a bunch of custody battles, which my father won of course. And so, I've been living with him for the past several years. Only occasionally did I speak to my mother.

Alright, we can move forward now. Ready for this?

Here we are. I'm eighteen years old now, and I've relocated. Welcome to Philadelphia, PA, one of the greatest cities in the world (I'm not being sarcastic this time). Well, I've been living with my father for quite some time now. He's a cool dude, although he can get kinda annoying with his constant lectures about the importance of education. Honestly, I pulled in pretty good grades in middle school (I graduated as valedictorian of my class) and then fucked it all up the second I hit high school. Honestly, I don't really care anymore. As long as I graduate, I'm happy. Who needs to go above and beyond, right?

I must tell you now, I am the world's biggest Eminem fan. In my spare time, I freestyle as well as write songs. I want to get signed to Shady Aftermath, so I can rap with the G Unit, 50 Cent, Obie Trice, and of course my idol, Eminem. I see what Em has been through, how his childhood was so much like mine, and how he achieved his goals, and it's the one inspiration that I have in this world. Well, okay, I have two.

The other is my best friend in the whole world. Angel, my closest friend, is probably the reason I'm still alive. I met her when I was sixteen, and when I was going through some trials and tribulations. She was there for me, always easy to talk to, and always willing to give advice. To be honest, I'd have to say that I love Angel. I consider her my sister. After awhile, I began to develop even deeper feelings for her, but I never told her. I mean, what if we had a relationship and it didn't work? Then the friendship would suffer, right?

Then there was my other best friend, Brian. This man was the world's biggest hustler. He constantly downloaded music onto his computer, and would sell mix CD's at five dollars a pop. He spent his entire high school career asking random people, "Need a CD? Only five dollars!" In fact, the only reason he made it past freshman year was because he made a CD for his math teacher. Lucky bastard...

Well, high school is okay. Hell, I'm in my senior year. Only a few months until graduation. All I'm really thinking about right now is getting the hell out of school. It's been a few years since I last spoke to my mother, and Aaron was arrested a few months ago. This was the day of his sentencing. I was home, after school, and on the phone with Angel. I heard a click, and told her to hold on. On the other line was my grandmother on my mother's side.

"Hello?" I said.

"Rob?"

"Hi, Grandmom. What's wrong?"

"I just got a call from your brother today," she said.

"You did? What did he say?"

"Well, you know his sentencing was today..."

"Yeah?"

"...fifteen years..."

I couldn't believe my ears. Aaron was going to be gone for another fifteen years of my life. I could feel tears welling up in my eyes. It seemed like every time my life seemed to be even remotely happy, something else always happened to bring it all back to square one. Either I would lose someone, or something would happen.

"Are you alright, Rob?" my grandmother asked.

"Yeah...yeah I'm fine...I gotta go..." I said before clicking back over. "Angel?"

"Rob? What's the matter?" asked Angel.

"Let me call you back..."

"You okay?"

"Yeah, just...I'll call you later..."

I hung up the phone and slowly walked out of my house. I found myself going to 40th and Market, where I had a friend who was in...the business. He saw me and shook my hand. Honestly, I don't know his name and he doesn't know mine, but he's a good business associate.

"Damn, dog, you look like you just licked some rotten pussy," he said.

I placed a twenty dollar bill in his hand and looked him straight in the eye.

"Just give me my motherfuckin' weed, alright?" I said to him.

"Damn, it ain't gotta be all that..." he placed the stuff in my hand and looked me in the eye. "You alright, dog?"

"Chillin'. Thank you," I replied before walking away.

I found myself in an alley, cracking and rolling the weed. Eventually I lit it and proceeded to get high and stay that way for a couple of hours. Yes, my mother is an addict, my brother had just been convicted for selling the shit, and I was sitting here smoking weed myself. I didn't care. Maybe you think it's stupid, but when you've been through shit in your life, there just don't seem to be many alternatives. This is how I dealt with my pain, alright?

I was high as a kite by the time the dub was gone. After my senses had become properly buzzed, I found myself wandering around, looking for something to eat. If you haven't smoked weed before, let me tell you: it is not wise to smoke a whole dub to yourself. In case you were wondering, a dub is twenty dollars worth of weed, which is a lot, trust me. If you're gonna smoke it, which I don't recommend, then at the very least, share it with somebody. I made the mistake of smoking the dub to myself, and now I was considerably buzzed. I just wandered and wandered until I found a doorway inside of an alley. I was feeling pretty sick and felt like I was going to throw up. Scratch that, I did throw up...a lot. Even after my lunch had been splattered all over the ground and wall, I still hadn't sobered up. Instinctively I opened the door and walked inside of the building, without even knowing where the hell I was going.

At first, I seemed to be inside of an ordinary abandoned building, but as I walked forward, the building interior seemed to become a little more sophisticated. Well, not in the truest sense of the word. It was more like a mad scientist's lab or something. Eventually I heard talking, and then I heard yelling. Being the idiot that I am, and add to that the fact that I was high from twenty bucks worth of weed, I kept moving forward. I kept moving on and on until...

I saw several flashes of light coming from ahead of me. I peered around the corner to see what was going on. There was a surgical table that was propped up, and there was a guy strapped to it. There were several tubes connected to his arms and legs, with blue liquid running through each of them. There were also wires connected to his neck, wrists, and heart. He was screaming at the top of his lungs, and every so often a white flash would emit from his body. I was busy staring at the whole scene, wondering if I was really seeing this happen, or if the weed was playing tricks on me. If the latter was true, then it was really fucking with me now...

I felt something grip my throat from behind, turn me around, lift me, and slam me into a wall. I slowly opened my eyes and looked down at what had grabbed me. My first reaction was to scream. Before you even laugh, let me tell you that the thing that grabbed me was a human-sized lizard. Lie and say that you wouldn't be scared too.

By now I thought I had lost my mind. What the hell had I just been smoking? Some giant lizard-thing was holding me eight feet in the air by my throat. It moved along swiftly while still holding me with one hand. I found myself kicking the thing in its head, but it didn't seem to notice. Eventually, it stopped in a small room. I drew my attention away from the lizard to a man who was sitting in a chair. The man was tall, which brown hair, and a white lab coat.

"What have we here?" the man asked.

"An intruder," the lizard replied.

If I wasn't freaked out enough that an eight foot tall lizard had me by the throat, imagine how I reacted when I realized that the thing could talk, too.

"You know how we handle those, don't you?" the man said.

"Yesss, sssir," the lizard replied.

I found myself being carried away yet again, except this time I found myself in a room that was similar to the first room I had scene, with the guy strapped to the table and getting electrocuted. The lizard slammed me down on the table. I found myself gasping for breath as the lizard tightened straps around my arms and legs. I stared up at it, trying to comprehend just what the hell was going on. The lizard stepped back, and the guy in the lab coat stepped into the room.

"How much did he see?" the guy in the coat asked the lizard.

"He sssaw the Electro project," the lizard replied.

"I see...leave us," the guy commanded.

"Yesss, sssir," the lizard said before leaving.

I was at a loss for words. I thought that this was all just some big nightmare. The guy in the coat started cleaning some needles and syringes.

"The gentleman who was being electrocuted was an intruder too, you know," the guy in the coat said.

"What...what the hell is this?" I managed to stammer.

"Of course, I don't consider him an intruder. No, more like...a volunteer," he said, ignoring me. "Just like you..."

"A volunteer for what?" I asked.

"Well, I wouldn't be much of a mad scientist if I told you all my plans, now would I? Oh well, it's fun, so I'll tell you anyway. First, I should introduce myself. My name is Norman Osborn. I consider myself to be a very good scientist, although some people don't seem to agree with my methods. You see, I used to work for the U.S. military. As you undoubtably know, our country has engaged in a war with Iraq. Well, the military needed something of an edge in the war. They wanted to create a type of super soldier to fight our war. A...Captain America, if you will. Well, it was just a pipe dream at first, but I sought to make it a reality. My very first experiment was the Lizard, who you've already met. He was my loyal lab assistant Dr. Mendell Stromm. However, those fools in the government deemed my experiments to be inhumane and called for my arrest. Mendell and I fled, but I refused to give up my experiments. I will create the ultimate super soldier, one way or another."

Okay, try to bear with me. It was hard enough trying to comprehend that there was a mad scientist looming over me, who had created a giant lizard, and was probably planning on doing some unspeakable evil to me, but let's not forget that I was also very high, so all of this was very hard for me to comprehend. I was still in shock from the whole experience.

"Of course, some of my experiments didn't turn out so well. Yes, the Lizard was a success, but you should have seen my Sandman and Scorpion projects. Now those simply did not work. My test subject didn't survive the Scorpion process, while my subject for the Sandman test...well...I tried to infuse sand into his DNA, and his body lost its composition and fell apart...back to the drawing board, I suppose. Right now I'm trying to see what I can do when I combine human blood, electricity, and the right combination of chemicals."

I watched as Osborn continued gathering supplies. Eventually I saw him pull a vial from a cabinet and hold it up. It contained a liquid that was like a dark mixture of red and blue.

"What's that?" I managed to ask.

"This is my latest experiment. It's made from a mixure of very rare chemicals, along with some very important ingredients. Spider's venom..."

I gulped at the sound of the spider's venom.

"In here is the venom of a common house spider, tarantula, jumping spider, funnel web spider, and black widow, as well as some DNA samples from each of these creatures. Along with the chemicals, it can create quite a powerful toxin. But I theorize that it can also be used quite practically if it were to be mixed with human DNA. Of course, there's only one way to find out..."

Osborn tied a rubber cord over my arm to make the vein pop up, and then he began to wipe alcohol over my arm. I tried to fight against the straps that held me down, but it was no use. Eventually he drained the liquid into the needle and aimed it.

"Now stay still. This won't hurt me a bit..." said Osborn.

All I could think to do was scream at the top of my lungs. Of course, that was no good. I mean, when is it any good? I felt the needle plunge into my arm, and the hot liquid flowed into it. The liquid burned like acid inside of me. I screamed even louder for seemingly hours. And then, eventually, my screaming slowed down, my eyes got heavy, and everything went black...

*********

"Such a shame the Arachnid project didn't work...oh well, looks like I'll just have to try again. Mendell, see that you dispose of him well."

"Yesss, sssir..."

These are the last words that I heard before I found my body being tossed into a dumpster. It took seemingly hours, although it was probably more like twenty minutes, for me to realize what was going on. I must have been out for hours, because it was daytime when I had entered the building, and it was nighttime now. It took a very long time for me to register in my mind everything that had happened. All I knew was that I was in a lot of pain and that I couldn't move. That, and I heard a very loud sound. It sounded like a trash compactor.

Okay, it was a trash compactor. And I was the trash to be compacted.

The dumpster I was in had been lifted up, and I found myself being dumped into the back of the truck. I was in way too much pain to move or even react. That is, until the compactor had activated, and I was about to be crushed. In my mind's eye, I could see an image of myself being crushed amongst the garbage. Somehow, without even thinking about it, I tore away at all of the garbage bags above me and leapt out of the back of the truck just as the compactor had finished destroying all of the contents within.

So after all of this, what do you think had me freaked out the most? Was it the traumatic realization that I wouldn't see my brother for another fifteen years? Was it that I had smoked twenty dollars worth of weed? Was it that I saw a guy getting electrocuted, a giant talking lizard, a mad scientist, had spider venom and DNA and chemicals injected into my bloodstream, and that I had nearly been crushed and saw an image of it happening in my head? Well, you could say it was all of those things.

But what really freaked me out was that I was now clinging to the side of a nearby building...

END OF CHAPTER ONE