Prologue Bitten by the spider:

The lonely lad seeks solace one more in the realms that he knew best, it's where he always goes for escaping his troubles as young Peter Parker roams the street of Manhattan on his way to see the famous scientist Doctor Otto Octavius present his latest scientific event.

Though it would seem that thinking and learning seem to be his only friends as he mutters to himself alone walking towards the science convention, "I'll show them! I'll show them all!" He shouted in a loud voice.

"They'll be sorry the day they made fun of me, Flash and his goons, Liz, Sally, and those unforgiving bullies! I'll become the next Reed Richards or the next Stephen Hawking…then they'll all be sorry for not being friends with me! I've done nothing wrong to deserve such a cruel lifestyle of being bullied by Flash or anyone else."

He makes his way into the convention where the famous scientist was in where he will seal his fate and his life be ever transformed into something he would have never suspected.

Peter looks around inside the radiation chamber impressed by the technology as well as size of the machinery; in the distant, he hears the voice of none other than Dr. Otto Octavius, "As you know, we have been experimenting here for several years now with the precise manipulation of variable wavelength radiation."

'Dr. Octavius is one of the most brilliant minds in the field of radiation besides Dr. Bruce Banner. He created those amazing robots arms of his to help him work with even the most dangerous hazardous material around, it's almost unbelievable.' As Peter thought this, he walked closer to hear the presentation clearer on what Octavius was talking about in the terms of radiation.

"With this device…" Said Octavius pointing to the radiation machine, "I have been able to control emission within one and half angstrom radii."

Peter noticed many students were takings notes as he looked row by row on what Dr. Octavius was talking about.

With all eyes fixed on the massive machine glass panels, a tiny form goes completely unnoticed, a spider of the sort of any one these onlookers might have been crushed underneath a heel without much thought or remorse slipped in the machine.

It wasn't notice by anyone that it is until…Octavius decided to increase the level of radiation emission.

"I will now increase the radiation emission until precise tolerances I need are…"

He did not get finish his sentence as one of the assistances spoke up, "Wait, Doctor Octavius something is absorbing the radiation!"

Panicked and thinking quickly he shut down the vents as fast as he could with the help of his extra arms could help but it was too late…before he could pull the final switch the explosion gulfed everyone there in the building.

Although in the aftermath of the blast, there was only the threat of slipping in and out of consciences and a consuming pain and confusion. Peter weakly looked at his hands seeing the glowing spider on the palm of his hands as Peter is on the verge of hover into total blackness spider sank its fangs into his hands.

The sting of a spider bite is all but one more pain laid into a seemingly infinite pattern of hurt, and then total black out, as Peter says his final words, "…Spider…bit me…why…?"

Days turned into weeks everything to turned to a blur for Peter, he didn't know when he was in the hospital or how long he was there for but he does remember the conversation that transpired between his aunt and uncle with the doctor.

"We done all we could." He said, "I'm sorry…but your nephews injuries are so severe that he at the point of death. We are surprised that he's even alive."

Uncle Ben Aunt May were worried sick when they heard about the explosion that occurred nonetheless they did not lose hope.

"Peter…he…he is strong. His will to live is strong…he will make it…I know it…" he said, he had his wife shrugging her shoulders reassure her as she prayed for Peter speedy recovery. Others were caught in the blast slip away as the death toll and the list of the injury grew longer every day that passed. Doctors were amazed at Peter Parker for he did not die in fact it was a completely different situation.

"…He seems to grow stronger each day!" A doctor said to his fellow female companion, "I have never seen anything like it in 15 years of experience. All rights he should of have been dead weeks ago, that accident killed enough people as it is…"

"Not to mention none have seen or heard from Otto Octavius since that blast and he probably hiding from a million lawsuits!"

"I know it amazes me…"

When both doctors reached Peter room, they went to check up on him. He was fully awake when they entered.

"Hey doc, I guess I owe you folks a big thank you card, huh doc?"

He chuckled at the light humor even at the prink of death he was in the mood for joking around. "It is not anything we have done Mr. Parker. If we had the equipment at the hospital I might suggested we do a DNA scan to see if there's something special in your basic make-up."

A smile crossed the young Parkers face, "If there is, it is not anything I've ever noticed before, doc. I have had all the colds, flu and other childhood sickness you might except."

Meanwhile as both Peter and Aunt May would learn about a confrontation between a reformed crook and a police officer from Ben. He explained that he was getting the computer when suddenly a young fellow around the age of 30 came to help him as he need help to carry the computer to the car.

He explained when they stepped outside a police officer confronted them and both and started to argue with each other. He spoke of the discomfort he felt being made partly to such an unpleasant moment.

However, that feeling was long gone at the end of week for in the same week Peter came home being greeted with a warm welcome from his Aunt, glad that he was out of the hospital.

"Here he is May! Fresh and new right out of the box just like the doctors said."

"Oh Peter!" Exclaimed his Aunt tears of joy running down her eyes, "To think that we were going to lose you!"

"Don't worry I'm not going anywhere."

Then one day as Peter was walking home from school he steps off the curb and into the path of a speeding car, with the horn wailing. Peter looks up, the truck's grill is right on top of him and bearing down fast, there's no way he will avoid being hit, unless of course he jumps.

He jumps, 20 feet, straight up into the air. He lands on a building, but on the side of the building, and clings to it by his hands and feet, held there as if by suction cups.

Peter clings, terrified, looking down at the ground far below. He pulls one hand off the side of the building gingerly, to reach up, for the roof. However, he loses his traction and drops, plummeting straight toward the ground where he lands with catlike grace.

"Damn!"

He looks around him. Nobody's watching, so he tries it again, bending his knees this time. He jumps, soars, straight up into the air and lands on the roof of the three-story building. Teetering for balance, he reaches out and grabs hold of a drainpipe and the metal crushes under his grip. He laughs, giddy, thrilled tremendously. He grabs another pipe, this one galvanized steel and squeezes it with the other hand. Same result.

A new world had opened before Peter and during that time he figured that he had all the abilities of spider and he could do whatever a spider could do. Other the next few days his mind was racing with thoughts with what he could do with his newly found powers, until that night when the family was watching TV.

"…And so Crusher Hogan continues to offer $1,000 to anyone who can stay just one round in the ring with him!" The voice came from the announcer from a local wrestling community, Aunt May shook her head in disbelief.

"Oh those dreadful wrestler! I wish someone would put that big ox in his place."

Ben jested, "Maybe our boy Peter should take him on seeing how he is so fit."

"Benjamin Parker!"

"What? I was only kidding"

Ben words were spoken in a jest alright but they placed in his nephews a thought that would not leave him. So a few days later Peter entered himself to take on Crusher Hogan witnessing the wrestling match of his latest victim.

A costumed wrestler is slammed into the floor of the match ring in the middle of a small, hot, dusty arena. The wrestler groans in agony, a ref jumps in to stop the match as Crusher Hogan, six feet nine an inch, three hundred pounds of pure muscle, roars at the crowd in victory, standing over the broken body of his fallen challenger.

Paramedics rush in to help the helpless amateur, as the ring announcer steps forward, grabs a dangling microphone saying, "Seventeen seconds! Seventeen seconds, is there no one who can last one minute in the cage with Crusher Hogan?

Crusher roars again as the Paramedics carry the amateur wrestler from the ring on a stretcher then Peter stepped forward in his homemade costume consisting of sweats and a see through sock that no one could in but he could see out.

"You still looking to shed that $1,000 Crusher?" he said mocking him, "I'm here to help you lighten your wallet small fry!"

"Well, well! New meat!" He exclaimed, "Come on up boy, we could use a good laugh!"

He smirked jumping into the ring from where he was standing.

"Right here Crusher!"

"How you did you do that?" he said nervous standing back from the young man, as the bell rang Crusher sprung on him with furry.

"Springs in your heels are not going to helped you once I get my mitts on ya…"

Peter smirked leapfrogging over his opponent leaving him baffled, then Peter using his arachnid strength climbed a pole carrying the wrestler high above the crowd.

"Why don't we finish this quick and easy, eh Crusher?" He said holding the larger man over his shoulder, "I'll just hold you here and wait for the timer to expire how about that?"

"NO! NO!" Crusher was afraid of heights begged the masked man to put him down, "Put me down, put me down! You win! You win, just put me down!"

That day Peter felt the feeling of triumph, he knew that the night was nothing compared to what was to follow. An agent of a TV sponsor gave him a card to call him he might be interested in going live and he accepted the invitation and soon the following day after he began to work on his new costume.

Peter pulls out a sketchpad in front of him and draws rapidly, the outline of a human figure and various costume possibilities; he draws a pair of wings on the figure. He scribbles them out. He tries antennae, hates those too, crumples up the page, and starts over.

He sketches some web-type lines over the face and arms- hey, that looks cool. He draws the eyes, large, wicked jack-o'-lantern ovals, with upturned edges.

At the school library, Peter is studying a book called "Principles of Sewing," taking copious notes. An attractive girl walks past him Peter slams the book closed on his finger.

On his bed at home, two Dan skins spill out of a plastic bag, one midnight blue and the other a deep red, the colors look good together. A pair of scissors cuts through the blue, then the red, then through a nearly opaque white mesh he is using for the eyes. With a black marker, he draws a big black spider outline in the middle of the red fabric.

Then sparks fly Peter has dismantled several Zippo lighters, watches, and assorted old jewelry and is silver soldering using them together in a new way. He picks one up, blows on the solder, and puts it around his wrist. It is hinged in the middle, right underneath a small, delicately mounted nozzle that swivels in all directions. Peter closes the wrist-bracelet around his wrist and fires at a coke 20 feet away from him.

Direct hit as reels it in and drinks it.

"This polymer extrusion that I cooked up last fall was the solution I've been looking for, with the modification done plus my new outfit I'll just be the package Max is looking for!"

With his suit created, he goes and visits sponsor named Max and presents him with a flyer as he handstands out his window.

"The Amazing Spider-Man" he said grinning at the name, "I like it kid, I like!"

What followed was a whirlwind, as Peter new agent shows off his client to an astonished series of booking agents, he climbed quickly through the ladder of success pulling off tricks and entertainment as one successful engagement lead to another.

It seemed in those first few days that had gone right for Peter Parker he was swept by the whole world, which he barely even dreamed of, he found new delights awaiting him at every turn of the way and even at school.

However Peter despite his fame as the Amazing Spider-Man it did not carry over his daily life as he was rejected once again by Liz Allen for who he really was, outraged he tore off the door of locker and left it as it was.

With his appearance made public, he attracted one of the most brilliant minds of New York State with the knowledge of mutation his name was Professor Charles Xavier. He and his fellow mutants have watching news reports about this Spider-man as he was in the danger room with two of his top students getting ready for training.

"Could he be a mutant, Professor?" asked a young man wearing a black and yellow spandex suit with a visor covering his eyes

"I don't know Cyclops." He responded,

"But what about those strange powers that he has?" he asked, "We can't allow him to expose us all mutants as you said the world isn't ready for us yet."

"I know Scott but certainly this "Spider-Man" bears watching." His student nodded accepting the response but one thing remained in the mind of Xavier, 'But what concerns me is why has Cerebro never detected him?'

LXD: Welcome all to the first Marvel crossover between the Amazing Spider-man and the X-men. Now most of you readers should be familiar with my writing style and if not still welcome, so let us be honest here, this is the third crossover project but still my first Marvel crossover I am writing so take it easy with the flames and critique for now. In addition, yes I will be accepting flames for now :| but it had better be for constructive criticism because if you bash me on how poorly written this story will be I will spam you like crazy. You have been warned. :| So sit back that computer monitor and enjoy this new story Spiderman: Evolution.

How this for a prologue? Comment, Rate, subscribe and leave your thoughts and questions in the comments I'm eager to know what kind of feedback that are coming.