Here's an updated version of the first chapter and I'd like to give big thanks to Le MAO XXIII for being my Beta Reader and for making this story really great. Please enjoy this, and once again, thank you Le MAO XXIII for doing such an amazing job.

A figure could be seen swinging throughout the city of New York. This figure was none other than your Friendly Neighborhood Spider-Man.

It's been a couple of months since his fight with the Vulture. Peter had felt pretty good all things considered. Though he was upset by the events that happened to Liz and her mother after words. Not to mention having to deal with his Aunt May finding out his secret.

When she learned the truth of his secret identity, it initially lead to a lot of yelling, crying, reality denial, hugging, but in the end…she was…well, "okay" wasn't the right word to use to describe how she felt about it, but she was starting to accept it.

Maybe. Probably. Hopefully?

...Okay, so she'd never explicitly said she was okay with Peter going out on patrol, but she also hadn't explicitly stopped him, so-.

"You're receiving a call from Ned Leeds, would you like to answer the call?"

Leave it to his A.I., Karen, to bring him out of his thoughts.

"Give me a second," Peter replied before throwing out another web to land on top of the nearest roof.

He landed on both feet before letting out a huff. "Whoa, thanks Karen."

He pressed against his ear over his mask. "Hello?"

"Peter, what's the update?" Ned asked.

Peter let out a sheepish chuckle as he scratched the back of his head. "An update? Is something like that really necessary?"

"Come on man, it's totally necessary. I mean, since I'm the guy in the chair, I figured you would give me a status report or something." Ned stated as though it were common sense. "After what happened during the chase with the Vulture, I at least deserve to get a status update once in a while."

Peter tried his best not to laugh but a few chuckles managed to escape from his lips, earning a groan from his friend. "I'm sorry man, but I still can't believe you told them you were watching porn."

"Well I couldn't tell them that I was the guy in the chair for Spider-Man!" Ned exclaimed before continuing. "So come on, what's the status report?"

Peter went silent, trying to think of anything that happened in peculiar. But no matter how he'd tried to think, there wasn't anything major going on.

"Sorry Ned, but there's nothing really big to report. I mean, I stopped a guy from selling weapons from the back of his car. No, not alien weapons. Just regular guns. When I got him, he got upset and said he's going back to Hell's Kitchen when he gets the chance…I didn't even know there was a place called that."

"Well if there's nothing going on, I have an idea that we can do." Ned suggested.

"What is it?" Peter asked.

"I recently learned that there's a special presentation at a science expo. A guy actually managed to make a gateway to another world."

"A gateway?" Peter repeated as he rose a brow underneath his mask. "I dunno...the last time there was a portal, it led to what happened in New York."

"Come on, man. If the gateway was dangerous, I doubt they'd have taken the risk to show it to the public. They had to at least run some tests before bringing it to an expo." Ned reassured. "Besides, the guy who made the gateway seem to know what he's doing. He's been presented with a tons of awards and is recognized as a scientific genius."

"Who created the gateway?" Peter asked, slightly interested in the person that managed to accomplish something like that.

"Give me a sec," Ned said before typing could be heard in the background. "Okay, looks like is the creator of the gateway…is named Dr. Octavius. Peter, this is going to be an awesome thing to see. We have to go there as early as we can!"

"I don't know," Peter muttered, still not entirely sure to go to this event. "What if there's something that needs the Spider-Man's help?"

"Come on, Peter. It's like you said. There isn't much going on, so just come to see this thing with me. Plus, you can bring your backpack with your suit in it just in case something happens. Also, I'll be taking a break from being your guy in the chair to go see this thing, so we'll both be taking days off of our duties today."

Peter was silent for a moment, trying to figure out if he should head out with Ned.

...

...

"Well...I guess it wouldn't hurt to go check it out. But I need some time to get my stuff, so I'll meet you over there."

"Sweet! I'll meet you over there, then. And I'll send the location to Karen."

Ned ended the call.

Peter sighed to himself. "Alright, then. Guess I should head out."

He gave a quick inspection of his web-shooters to see how much he had left.

"Karen, mind showing me where I left my stuff?"

"Of course. I marked the location of your backpack, and it doesn't seem too far from our location."

Peter nodded. "Then let's get going."

Shooting out a web string, Peter started swinging away to meet with Ned.

It took at least fifteen minutes for Peter to find his backpack and head towards the expo Ned mentioned.

Peter saw a good amount of people attending the expo, so it was going to be a bit difficult to find Ned. Peter decided to rely on his luck and look around to see if he can find Ned within the crowd, walking around as he was impressed by all the different types of tech he saw displayed.

However, as he kept walking around, he didn't pay attention to where he was going and bumped into someone. He took a couple of steps back before regaining his footing and looking towards the person he bumped into.

"Oh, sorry," Peter apologized. "I didn't watch where I was going."

The man he bumped into was wearing a lab coat with brown hair, a dark green shirt underneath the coat, light brown pants, and had black goggles on his head. He let out a soft chuckle as he offered his hand towards Peter.

"That's alright, though I'm a bit surprised to see a young man like yourself at an expo like this. What's your name?"

Peter looked at the man's hand before taking it and giving it a shake. "My name is Peter Parker, sir."

"Peter, huh?" The man let go of Peter's hand and raised an eyebrow. "Tell me, why is a young man like yourself here?"

"Well, I came here with my friend to see all the types of tech showcased here," Peter said as he took another glance at the various inventions he can see. "It's actually pretty amazing how much these people worked hard on their projects."

The man looked towards the same direction as Peter before smiling softly. "It shouldn't be a surprise. After all, intelligence isn't a privilege, but a gift. Those people use those gifts for the good of mankind. To help us advance into the great civilization that we are now."

Before Peter could give a response to that, there was an announcement over the intercom.

"Attention, everyone. Dr. Octavius' presentation is about to begin. For those who are attending, please make your way to room D4."

The man looked at Peter once more before speaking. "Well I guess I should be going, have fun with rest of the expo."

The man took his leave.

Peter couldn't help but keep thinking about the man's words. He was right about the use of intelligence being a privilege, but there were also other people that would abuse that privilege.

Peter shook his head, deciding to go to the room where he's supposed to meet Ned. Once he arrived, he found that there were already people sitting down in rows. Peter looked around the area, trying to find Ned until he spotted him sitting at the front row with an empty seat beside him.

Peter walked down the rows until he reached the front, seeing Ned waving at him, which Peter returned with a wave of his own. He sat next to Ned and the two of them chatted for a bit before the lights in the room began to dim a bit. Soon the room got quiet as a stage was revealed with a large machine surrounded by smaller machines.

A scientist walked on the stage as he gave everyone a smile.

"Hello everyone," the scientist greeted. "I'm pleased to welcome you all to the fifth annual Science Expo! Today, we have a special presentation from Dr. Octavius, who was kind enough to demonstrate his latest invention that shall open up to many opportunities. Ladies and gentlemen, allow me to introduce you all to Dr. Octavius!"

The moment the scientist announced their special guest, Dr. Octavius made his way to the stage as many people applaud at his appearance. Peter was surprised to see that the man he was talking to earlier was the famed Dr. Octavius, only to shake his head as he focused his attention on the presentation.

Dr. Octavius looked at the audience and gave them a smile and wave.

"Ladies and gentlemen, I am truly honored that I'm able to present to you all my latest creation. A device that will truly be a leap for us in studying other worlds."

A spotlight focused on the large machine as Dr. Octavius gestured towards it.

"Behold...Genesis!"

Everyone began clapping at the introduction of the machine. Allowing the applause for a few short moments, Dr. Octavius soon rose his hand up, quietly asking for silence before speaking.

"This machine is something extraordinary. An achievement that I couldn't have done by myself. Which is why I would like to thank Oscorp for providing me with the funds to continue this project. As well as a certain item that helps powers up this machine."

One of the other scientist appeared as they were bringing in something covered with a cloth, stopping once the object was besides Dr. Octavius. He removed the cloth, revealing a mechanical torso with four arms with claws at the end of them attached to it. Everyone let out an amazed gasp.

Dr. Octavius removed his lab coat before handing it to one of his assistants. He approached the mechanical arms and began opening the front part of the torso. He placed himself near the metallic torso before closing the front part it. The arms began moving and the audience applaud at the sight of the arms.

"Now, these are special mechanical arms that I've created for myself. These arms are controlled by my brain through a neural link."

The mechanical arms began to move around Dr. Octavius. "However, they also possessed an artificial intelligence so that they're more compatible to performing the most delicate of operations."

He turned his back towards the audience, revealing a spinal-like circuit attached to his back. "Now to prevent these arms' intelligence to surpass my control, I've developed this special chip to protect my higher brain function, making me in control of these arms."

Dr. Octavius faced the audience. "Now, allow me to show you the potential that Genesis is capable of!"

He walked closer to the large machine, while the other scientist began working on the smaller machines. The mechanical arms began preparing Genesis and a loud hum could be heard.

As this was happening, one of the other scientist brought a metal box, placing it down before pulling the top part of it. It revealed a small blue shard, and one of Dr. Octavius' metallic arms reached for the shard before picking it up.

"Thanks to this small shard provided by Oscorp, Genesis will be able to activate."

The metallic arm placed the shard in the center of the machine, hovering in place as sparks of electricity began surrounding it. The sparks began growing larger with each passing second before a portal suddenly appeared in the center of the machine. Everyone in the audience watched in awe as they witness a great achievement by Dr. Octavius.

The man took in the sight of the portal.

"Truly…you are something beautiful," he muttered to himself before turning his attention back to the audience.

"As you can see, Genesis is able to create a portal with ease. We've managed to send small drones on the other side. And so far, we haven't encounter anything dangerous. Once we're fully aware of what is on the other side of this portal, we will prepare to explore into the deeper region."

The audience couldn't help but cheer and applaud at this. Both Ned and Peter were amazed as they clapped.

Ned turned to Peter with a grin on his face. "See? I told you it was a good idea to come here. I didn't think we'd see something like this."

Peter gave his friend a small smile as he nodded his head. "Yeah, I guess you're righ-."

Peter was unable to finish his sentence as he felt something wrong. He quickly looked around and didn't see anything that would make him feel nervous. He wasn't exactly sure why he was feeling like this but he knew that there was something wrong...

He then noticed what might be wrong when he turned his gaze upward.

The ceiling lights above were slowly being pulled towards the portal. Soon, he heard a couple of gasp around him as he saw people's possession leaving them and flying into the portal. The small machines around Genesis suddenly exploded, causing the portal to shift in different size.

This caused panic in the auditorium as everyone began running towards the exit.

Meanwhile, Dr. Octavius was trying his best to stabilize the portal, but it continued to pull many things within it. Even Dr. Octavius had to plant two of his mechanical arms on the ground to prevent him from being sucked into the portal.

"I got this under control!" he cried out. "I can fix this!"

As Dr. Octavius was trying to fix his portal, Ned had gotten out and kept running until he finally ran outside of the whole building. He was breathing slightly heavy before looking around for Peter, only to realize that his friend was nowhere near him. Ned quickly realized where Peter went.

"I gotta find a computer," he said before running off to find the nearest computer that wasn't inside that building.

In the auditorium, Dr. Octavius continued to try and stabilize the portal, but he wasn't having any luck in that regard.

"You have to stop this!" A voice shouted, causing Octavius to turn to the side and seeing a famed wall-crawler.

"Spider-Man!" Dr. Octavius called out. "What are you doing here?!"

"I'm here to put a stop to this!" Spider-Man answered before shooting his web near Genesis.

But before the web can hit the machine, one of Octavius' arms from the ground stopped the web.

"I can't allow you to do that!" Dr. Octavius declared. "I worked too damn hard to allow this to fail! I can fix this!"

The multiple-armed scientist decided to go for the source as two of his arms tried to reach for the shard. But once his arms made contact with the portal, it caused an electrical shock that surrounded Octavius' body.

"Ahhh!" Octavius cried out as he was electrocuted, only for the electricity to stop as he fell on this floor.

The force of the portal was still pulling in various objects from the auditorium, soon Octavius' body was being pulled into the portal, but Peter quickly reacted and fired his webs at Dr. Octavius, using his strength to keep the two of them from being pulled into the portal.

The portal began to grow larger, causing the force of the portal to grow stronger as it tried to pull in both Spider-Man and Octavius.

Peter couldn't help but let out a small groan as he was now having a bit of trouble to maintain his position.

"K-Karen! Isn't there a way to stop the machine?!"

"I'm sorry Peter, but the machine is too unstable to even fix. The portal will implode soon, but I'm not sure what the after-results will be."

"Then I have to get the both of us out of here before that happens!" Peter groaned as he started pulling the web attached to Octavius closer to him.

"Incoming call from Ned Leeds."

"T-Tell him I'll c-call him ba-!"

Loud cracking sounds were heard. A part of the wall cracked before breaking off and heading towards Spider-Man.

Peter noticed a large shadow over him, causing him to turn his head slightly back and his eyes widen at the sight.

"Oh, that's not goo-."

The wall crashed into him, causing the young hero to lose his grip. The wall flew into the portal, along with Peter and Dr. Octavius.

The portal suddenly stopped growing as it quickly began collapsing on itself, soon resulting in the portal's demise when it finally imploded.

Ned had finally found a computer in a nearby building and immediately tried to contact Peter.

"Come on, man. Pick up!"

The call suddenly disconnected.

"W-What?"

He tried calling again, but the call failed to connect.

Ned quickly pulled out his phone to try calling Pete's.

The phone rang for a bit...

"We're sorry, but the number you are calling is out of service. Please try again, later."

Ned slowly removed his phone from his ear and slumped in his seat.

"...Pete?"

(Remnant)

Peter let out a soft groan as he groggily opened his eyes, slowly bringing himself up. He placed his hand over his forehead as he felt a small headache.

"A-Ah…note to self, n-never take a wall to the face…"

His eyes widen as he suddenly remembered the events that led to that. He quickly looked around and saw that he was in a room. He looked down and saw that he was no longer in his suit. He slowly got out of bed and saw that all he had on was his boxers and the bandages. He shook his head as he tried to figure out what his current situation was.

'Okay, so I tried to save Dr. Octavius, but that wall caused me to lose my grip and fall into the portal. I know that much, but the question is...where am I, now?'

He broke from his thoughts when he heard the door opening. There, he saw a young woman with a light brown complexion and shoulder-length, straight brown hair. She had a beauty mark below her left eye and wore an off-white blouse with a brown vest, corset and pants.

Peter's face suddenly turned red as he quickly reached for the blanket near him to cover himself. he wasn't exactly used to any girl seeing him with just his boxers on. Let alone a beautiful woman like her...

He was a teen! Don't judge him!

"H-Hey there." Peter muttered as he gave a nervous wave.

The woman gave a kind smile before giving a wave of her own. "Glad to see you're awake, though I think it would be best for you to stay in bed. I found you underneath some rubble, so I figured you'd need some time to heal."

"Oh, y-yeah," Peter muttered before walking towards the bed before laying down, making sure the blanket was still covering his body.

"S-So, uh...my name is Peter. Not sure if you want to tell me yours."

The woman gave Peter a smile before replying. "Oh, well my name is Amber."

"Amber, huh? That's a cute name."

His eyes widened and his face burned red. "N-Not that I think you're cute! I mean, you are cute! Beautiful, even! But-!"

The woman let out some giggles, ceasing Peter's rambling.

Peter slumped. "I-I should probably stop talking now."

Amber could only giggle once more at the way Peter was acting. "It's fine. I'd be nervous too if I was in your position."

Peter could only chuckle sheepishly before speaking up. "So...you said you found me?"

Amber nodded her head. "That's right. I was near the woods where I found a bunch of metal stuff, and I saw you underneath some rubble. I pulled you out and patched you up, though it was a bit hard to figure out how to take out that weird clothing of yours."

Peter couldn't help but let out a small awkward laugh. "I-Is that so? T-Thanks for helping me out but i-if you don't mind me asking...w-where's my suit?"

"Oh, I left it in the other room. I can go get it for you if you'd like?"

Peter nodded. "I'd like that, if you don't mind."

Amber gave him a smile and nod before leaving the room to get his suit. Peter let out a sigh of relief until he realized something.

"A-Amber!" Peter cried out as he got up from bed to find her, quickly seeing her in the hallway. "You said you found me, right?"

"That's right," She answered before tilting her head. "Is something wrong?"

"Well, I was wondering if maybe you...found anyone else besides me?"

'Like say, a man with four extra metal arms?' he added mentally.

However, a frown appeared on Amber's face before shaking her head. "I'm sorry, but I only found you. There wasn't anyone else there."

Peter couldn't help but feel worried. He wasn't sure what exactly happened to Dr. Octavius, but he hopped the man was safe.

"By the way, Peter?" Amber continued as she took a glance at Peter's body. "Do you want to wait in the room still? Or follow me to get your suit?"

Peter had a small blush as he realized he still didn't have anything but his boxers (and bandages) on.

He backpedaled towards the room. "U-Um...I'll just, uh...w-wait in the roo- kaythanksbye!"

Amber let out another giggle as Peter quickly entered the room and closed the door. He let out a groan of embarrassment.

"Great…just what did I get myself into?"