I decided to post this chapter earlier than I'd originally planned to commemorate the great Stan Lee. I only heard of his death last night, and I just knew I needed to post this new story.

It's been a while since I've written an AU Spider-Man story, as always I don't own Marvel comics.

I was inspired by an old British comic which, ironically, was virtually identical in plot to Spider-Man - a teenager gained superpowers from an animal, becomes a costumed superhero, and takes photos of himself in action.

It's called the Leopard from Lime Street.

Feedback would be appreciated.

The Leopard from New York.

When Peter Parker would later look on this day when he grew older, he would still be surprised that it had started out normally.

The day which would change his life forever and create a ripple effect where nothing would ever be real for him again and would shape his life forever began here, and where he would gain so much and yet lose so much, was just an ordinary day.

He had woken up earlier and had his breakfast earlier before he'd said goodbye to Aunt May and Uncle Ben before he headed for the bus stop to catch the school bus to Midtown High, though today was going to be different since they were going on a school trip to a genetics laboratory among other things, though it was surprising that it was going to be at Oscorp Industries.

According to the information about the trip, the genetics laboratory would be visited last while the Midtown High Seniors visited labs dedicated to Osborns' pet projects in space technology, things like that.

Peter was excited to see a number of high-tech laboratories that were dedicated to science, especially in a field like genetic engineering, though he knew that his classmates wouldn't be interested; he had long since become used to the fact he was the only person fascinated by science and technology whereas the others were more interested in sports and things Peter couldn't understand.

Peter Parker sometimes missed the fact he had no real friends - even his friendship with Harry Osborn, one of the In-crowd, though it was more down to the fact the other guy was richer than everyone in the school put together was more a friendship of convenience though there was some genuine chemistry between them - but there was little he could do about it.

He was an average teenager. Actually maybe not so average since he was tall and fairly skinny without any real muscle on his arms despite the effort he had once tried to put into making himself stronger though his body had let him down and he had had below average strength ever since which made school a nightmare since the bullies had picked up on it a long time ago and got away with bullying him because he couldn't fight back.

Peter had short brown hair, blue eyes that were covered by a pair of glasses. He was among the smartest people in the school, science and computers being his number one specialities. As a result, he wasn't the most popular boys in the school, being on the opposite end of the spectrum compared to people like Harry Osborn, Flash Thompson, Mary Jane Watson, and Sally Avril.

Every day Peter was bullied by Flash Thompson, whom Peter had known all of his life (well as far back as he could remember), because Flash always bullied and tormented him for reasons Peter couldn't even begin to work out, though after a while Peter had realised he didn't care either because he genuinely couldn't see any way for

Even now standing by the stop he kept as far from the few kids his age who attended the high school as possible - his shyness in making friends had made them think he was snobbish about his ability to understand science, but over time he had decided that it didn't matter; he wasn't likely to know or work with any of them after college, so he could get away with keeping his distance.

As the yellow bus arrived, Peter got onboard silently and went to catch a seat, though he had to sit next to a girl who also wore glasses (he wasn't bothered when she called him a geek - it didn't matter to him that much) while ignoring the fact she didn't want him sitting next to her at all, but he made sure to sit on the edge of the seat to give her the impression he wasn't anywhere near her, and he waited while the bus headed into the city to the Oscorp Industries building.

As the bus was driven into the city, Peter wondered what the laboratory held but he didn't care because he would be in his element and he'd be learning new things about genetics, though he did wonder why Norman Osborn was even allowing this trip. From what he knew of him, he knew the elder Osborn was extremely private about his work.

But Peter shrugged his shoulders and sat silently, willing the day to be over. He could hear Flash Thompson already guffawing at one of his unfunny jokes. Knowing Flash, Peter was probably the butt of that joke, but it was not big deal for him anymore.

The Oscorp Industries building was slap bang in the middle of Manhattan, and as he looked up at the towering building, gleaming in the light of the city of near-unparalleled achievement, Peter couldn't help but wonder what was inside. He couldn't help it since he knew enough about Norman Osborn's reputation thanks to knowing his son, Harry, and from what he had heard over the years. He felt like a little kid being let into a candy factory, only this candy was full of high-tech science.

He tried to imagine the amazing technology inside, but he knew that he was only making guesses at what was inside. There were probably pieces of technology inside that building Peter himself had never imagined could have existed, let alone saw unless it was if he was working in a high-tech laboratory as he grew older.

They were met at reception by a tall blonde woman who looked like she would have liked to be anywhere other than there; Peter couldn't blame her. She probably had better things to do with her time than babysit a number of teenagers who weren't interested in the least about this trip, but he saw her look with an unimpressed stare over Peter's shoulder, though the bespectacled teenager didn't need to glance back, he could hear Flash's stupid laugh a mile off.

The jock was probably with the rest of the In-crowd who were only here to get away from school but had better things to do than visit a boring tower block where they wouldn't be able to do what they wanted.

Peter only paid half an ear the teacher when he said in an exasperated and tired voice that they were going to enter the building and they shouldn't embarrass the school, and he sympathised with him though he didn't say anything out loud. He knew the teacher was wasting his time; Flash and the others didn't care if they embarrassed the school in front of a big shot businessman like Norman Osborn who was already one of the largest businesspeople in the city, though truthfully Peter didn't think the man would care much beyond keeping his business off limits to any school trip.

He was snapped out of his thoughts when he was tripped over - again - and he almost fell into the rest of the class, but he managed to grab onto a nearby door rail to hold himself up.

But his glasses weren't so lucky. They were thrown off of his face and they landed on the ground. Peter managed to recover his balance but before he could reach them, a booted foot stamped down on them.

"No!"

Peter looked up and found himself looking at Flash, who was grinning smugly down at him.

"My bad. Are you okay Petey?" Flash mocked while his friends pretended to wipe their eyes of tears.

Peter clenched his fists angrily while he glared at Flash - he wasn't nearly as short-sighted visually as people might expect, but his glasses were still useful. He was just relieved he had a spare pair back home. "What was the point of that?" he asked.

He couldn't help himself. He was just totally frustrated by how juvenile Flash acted sometimes and believed he was cool because of it.

Flash saw the anger on Peter's face, and he had taken note of the clenched fists. Menacingly the other boy stepped closer, and his voice was noticeably harder.

"Go on, what are you gonna do?" Flash asked threateningly, but Peter knew he couldn't do anything and Flash knew it.

"Stop it, Flash."

Peter was astonished when he saw Mary Jane Watson herself approached. He hadn't seen her on the bus, but Mary Jane had been the object of his interest though they'd never spoken to one another. Before he could say anything, the girl sidled up to Flash without once paying any attention to Peter. That was bad enough for Peter, but what the redheaded girl said next broke his heart. "Leave the geek alone, he's not worth it. Now come on, let's see these boring labs," she said.

Peter stiffened while he tried desperately to mask the hurt he was feeling at what the girl had just said, just knowing if Flash saw it or one of the jocks friends told him about it, his life would not be worth living since Mary Jane was Flash's girlfriend, and if there was one thing Flash hated it was his girlfriends being fancied by others.

Ordinarily, Peter wouldn't bother.

But this was different. He had always nursed a crush on Mary Jane Watson in the past, along with Liz Allen and Sally Avril, but after what she'd just said to him….. What was the point? He thought to himself sullenly. She was like the rest of them. Looks couldn't cover personality, it seemed, and it was clear while Mary Jane may have had the voice of an angel and sounded like one too, she had an awful personality.

Flash grinned crookedly at Peter, and for a second Peter had a suspicion the other guy could tell his favourite target was heartbroken about what Mary Jane had just said, but Peter couldn't bring himself to care.

"What's going on there?" the teacher demanded as he looked around the class, his eyes narrowing with dislike as he stared at Flash. "Everyone's inside. Get in here!"

Peter rushed inside without a word, but he was too angry to care about how he appeared to Flash or Mary Jane. But unseen by the jock and by Peter himself, Mary Jane suddenly looked sad…

The class was almost to the genetics laboratory but by that point, Peter wished it was over. His original excitement to see the laboratories at Oscorp had been numbed by what Mary Jane had said to him earlier. He had long since worked out he would never be popular at school, or friends with anyone barring the teachers who enjoyed the fact at least one person in his class wanted to learn, but he had honestly thought the girl was nicer than the soulless harpy whom he'd seen outside.

Gripping the camera he'd brought with him to take some pictures to help further inspire him to become a scientist and put some actual distance between himself and his former classmates when he finally left college though his heart was no longer in it, Peter looked around the laboratory.

He had to admit, it was actually quite impressive and it was just the type of place that he wanted to work in when he was older so then he could contribute something to human scientific development, but then again Oscorp was a company that obviously believed in sparing no expense for long-term scientific research. It made sense the labs would be so high tech.

All around there were scientists wearing white lab coats with ID tags pinned to their breast pockets, but as he looked around Peter couldn't begin to understand what they were doing, but the teenager knew better than to ask them and distract the scientists from their work. The laboratory was vast and the reluctant "tour guide" had led the class to the centre of the lab and was busy talking to them, but Peter paid her little attention.

He wanted to get away from the class. He needed some time to himself so he could get some of his earlier enthusiasm back; while he would have loved nothing better than to brood sullenly at what Mary Jane had said about him, he didn't want to look back on this moment later on and kick himself for missing out on the perfect opportunity to see some real science just because he was sulking over a girl who had a pretty face but had the attitude of a bitch.

Peter looked around the laboratory for some inspiration before he saw a door tucked out of the way of the laboratory without any kind of visible electronic lock. Peter slowly walked towards it, making sure that if anyone saw him they'd think he was just looking at the work going on around him while he kept his distance away from Flash and the others; the last thing he wanted was to open that door only for the tour guide to see him, or worse the teacher.

But Peter somehow managed to reach the door and with a quick glance around him to make sure no one was paying him any attention, he slipped inside and out of sight. It may not be as easy later when he got back, but he'd cross that bridge later though he truly didn't care anymore.

While he was thinking about that, he looked around. Unlike the gleaming, immaculate laboratories he had seen during this trip, he was in a nondescript corridor. There were doors at every intersection with labels printed on them along with the occasional hazardous warning signs on them. Peter decided to keep away from them; he may have been depressed, but he wasn't suicidal or stupid enough to walk through those doors.

Peter walked down the corridor, wishing that the doors had some kind of viewing window so he could see what was on the other side, but as he walked down the end of the corridor and turned left, though he had no choice since it was an L shaped passage, he stopped when he heard something that sounded familiar.

It was the roar of a big cat.

You heard them all of the time at a zoo, but what were the scientists of Oscorp doing with them? Cautiously Peter walked down the corridor, listening as the sounds grew louder, while they were mixed with the sounds of other animals until they overlapped. When he stood outside the door he hesitantly reached out to open it - only to flinch back as the door jamb started to move down as someone opened it. Thinking quickly, Peter ducked out of sight just in time as the door opened and two scientists walked out.

"How come Osborn doesn't come anywhere near here?" one scientist asked his colleague as they stepped out into the corridor.

"Ah, he does. He just prefers going out to the other laboratory, that's where the Cyber-Wing project is being undertaken. But he does come here to see how we're doing and to make sure the experiments go according to plan."

The first scientist shook his head while he stepped out of the room himself, oblivious to Peter's presence. "I can't believe Osborn went to so much trouble to get that alien tech into our lab, only to discount it," the man shook his head clearly perplexed by the fact.

"What can you expect from a man who has so many projects for the government?"

While the two scientists were leaving their lab, Peter used the time to put his foot into the door to stop it closing. He didn't know if the lock had some kind of passkey or a code that he didn't know, and he wasn't going to take the chance. All he wanted was to see the technology inside, the alien hardware. He was sure it came from that battle in New York which happened a year or so ago, which had been dealt with by the Avengers.

As soon as the scientists were out of sight without even noticing him, Peter slipped inside the lab behind their backs and he stepped inside but not before he found a small doorstop, and after he placed it in the doorway to make it look like the scientists had closed it after them he walked inside the lab and the sight that met his eyes made them shoot open in shock. His mouth dropped in awe.

Built along the wall of the laboratory were a number of cages with numerous wild animals inside. When Peter walked down the line, they took notice of his presence and some of them threw themselves at him while their hopefully reinforced cages stopped them from reaching out and catching him with their paws and claws.

Zoology was not really Peter's field, but even he would have to be incredibly stupid not to recognise an American grizzly bear as it towered inside its cage, bellowing with rage and it's long claws glinted menacingly. Peter looked warily at the bear, just like he looked warily at the chimpanzee as it shrieked at him, showing those pointed yellow fangs which could bite right down into his flesh and tear out massive chunks.

But what really fascinated Peter were the two platforms at the end of the lab with a console linking them. On one of the platforms was a cage with a leopard trapped inside it; he knew it was a leopard because he'd once been fascinated by the difference between a jaguar, a cheetah and a leopard.

Steering clear of the leopard as it paced angrily inside its cage, not wanting to aggravate it, even more, Peter looked around and went over to the console for a second. For all his scientific background he didn't understand what any of this was meant to do, and besides that the console was alien in design. One of the screens showed a 3D image of the leopard, but only the leopard, not the cage. There were a series of numbers Peter recognised as genetic sequencing, but he didn't understand the purpose of the rest of this alien technology.

Aliens…

Peter still wasn't sure what to make of the fact Oscorp had access to this stuff, but he guessed it made sense they would since they clearly had links to the government. Peter quickly shook his head when his mind wandered and tried to think about things in a manner similar to that of a conspiracy theorist when he definitely did not have the time to do it. He had no idea how long those scientists were going to be gone for, but he didn't want to be around when they got back.

Peter blew out a breath and looked around the lab again before he stepped onto the platform next to the one with the leopard cage mounted on it, but before he could get an idea of what it was, he suddenly felt dizzy. He felt as though he were in two places at once, both on the platform he was on and the one the leopard was on.

Suddenly it was over and he stumbled around for a second before he recovered his balance and he looked around the lab again before he realised he couldn't see anything clearly. Peter took off his spare pair of glasses and suddenly he could see everything clearly before he slipped the glasses back on, and then they were blurry.

"Weird," Peter remarked as he shoved the now useless glasses into his pocket and he got off the platform, but then he stopped when he suddenly realised that with each step he took, his whole body seemed to be throbbing with energy. Desperate for answers, Peter walked over to the console and he studied the controls and the screens.

When he had looked at the before to study them and figure out what they did and how they worked, Peter had seen the screens virtually blank except for one which showed the leopard. Now though there was something new on one of the screens. It showed a 3D image of the leopard and himself though fortunately, it didn't show his face blending together and then separating, it showed two words underneath.

"Genetic Fusion."

More writing appeared underneath the two words before Peter could work out what genetic fusion meant, and with his new vision, Peter was able to read the writing on the screen clearly.

"Subject: Leopard fused DNA with Subject: Human as programmed. Human subject now has 40% Leopard DNA."

40% leopard DNA? He had the DNA of this big cat in his body? It was fused into his own genetic structure? Peter wanted to deny it, but what about his suddenly great vision, and the strange throbbing in his body? He felt stronger than ever, and when he moved he felt like someone had given his leg muscles a performance enhancer.

But he was worried as well. When Peter was younger, he had seen The Fly starring Jeff Goldblum (the special effects may look a bit dated by modern standards, but Peter didn't care since the way it was done was timeless). Just remembering how the actor's character Seth Brundle slowly mutated into a human/fly hybrid and considering he'd been put through a similar process that had been clearly on their agenda to mix two different DNA strands together under more controlled circumstances worried Peter. What if he began to sprout fur all over his body? What if he started growing a tail in order to control his balance like a real leopard?

Any further concerns were shoved to the side when Peter suddenly heard something outside. It was a slight sound that a normal human being who hadn't been put through the teleport and had their DNA mixed, but Peter heard the sound clearly. It was the voice of one of the scientists who worked in this laboratory on the teleportation equipment, and as he paused to listen Peter didn't notice that he had completely stopped and went completely still and was even sniffing the air like a cat. It wasn't just his ears and his sense of hearing that had been augmented, he realised quickly; he could smell the animals in here more than he had been when he'd stepped through the door. But now he could pick up on other scents of the room; he could pick up the scent of air freshener in the lab somewhere, he could smell the last dregs of coffee in a discarded mug, he could pick up on the scent of chocolate. It was almost overwhelming, but he could also pick up on the scent of the scientists themselves. He had not been able to detect the smell of them before, but he could definitely smell a mix of scents that he had to stop his mind processing. Although it was fascinating what he was smelling now following the teleportation incident, he didn't want to be seen by the scientists who worked in this lab. He had no idea how to erase the computer's memory of his presence on the pad and he didn't want them to make the connection when they found out what had happened.

Pivoting on his heels, Peter rushed towards the door, but the urgency of the situation made him take a running leap towards the door out of reflex so he could reach the door more quickly before they could get in, making the animals within the cages react loudly but he was out of their reach. After Peter had gotten over his shock that he had moved not just so quickly but with such agility that even the top athlete and gymnast would've been shocked themselves, he landed nimbly on the ground with barely a sound (he wondered if the soles of his feet had developed the pads of a cat, but he pushed that aside for the moment; he had to get out of here), and he quickly made another leap. But this time Peter was the one in control, this time aiming for the back of the door when it would open so then he'd have some cover for when he wanted to leave. By the time the scientists were opening the door, Peter was out of sight and they walked in, too busy with their conversation they didn't notice anything out of the ordinary.

One man burped. "Ah! That really hits the spot!"

His friend looked at him with disgust. "Come on, we've got a lot to do. Hopefully, we can finally make enough headway to convince Osborn and those military idiots we can finally make genetic engineering more practical."

"Do you really think we're gonna get those contracts?"

"I don't know. Osborn and the others have so many contracts, it's hard to keep track."

As the two men walked away, they didn't notice Peter slipping out of the room. They walked up to the console and to the teleportation platforms to check on their experiment.

Peter managed to slip back into the main laboratory and he was relieved to see that his classmates were still there where he'd left them. That wasn't a surprise - in each of the labs their tour guide went to great lengths to show his class the various experiments though he'd noticed there were one or two experiments she refused to show, though if anyone else noticed he didn't know and didn't really care.

Looking around Peter made sure the coast was clear, and he walked back to the others and stood at the back of the class, hoping that no-one noticed he was only now coming over to them, and he scanned the other teenagers to see if any of them had noticed. Once more he was amazed by the new abilities he had. He didn't know a good deal about cats but he knew they had an extremely sharp vision, it looked like he had it now himself. It didn't look like anyone else had noticed he was just turning up, but he was no longer bothered.

But Peter refused to relax. He wasn't sure how long it would take for the two scientists who worked on the teleportation-genetic experiments to figure out what had happened, they couldn't be that stupid could they? But he was sure that his new animal instincts made him more aware of everyone and everything that was going on around him. Although he kept his eyes on the teacher and the on the guide to make it clear they had his attention, he would always take a slow quiet breath to pick out the different scents while he was prepared to bolt for it or fight back. He had never considered fighting anyone before, knowing he would lose, but now he felt as if there was something wild inside him, waiting to be unleashed. It both amazed and terrified him because he had no idea what he now had.

Peter did not relax until he was back home a few hours later.

Until next time.