Author's note: So, this story is based on the Ultimate Spiderman Peter Parker and many initial events in that comic will closely resemble the events in Petra Parker's life. One major change from the canon origin story here will be that Uncle Ben survives and Aunt May dies. Ben still says the iconic phrase but he won't be the one murdered in this story. Lemme know if you guys have any thoughts on this particular idea... if you think its interesting or just bad. Lemme know because I'm still forming the later sections of the story and I'd like to know the thoughts you guys have on things I could change for Petra's origin story.

Also, I haven't yet decided on the pairings yet. But most probably, Gwen Stacy will definitely be the first appearance as a romantic interest for Petra and Mary Jane is gonna appear later (just like the original spider-man comics) which I guess differs in that respect from the Ultimate Spider-man verse.
Anyways, let me know what you guys think of this beginning.

Also, I don't own Spider-Man. He is not my character. His rights belong to Marvel Comics. This is just fanfic based on the character owned by Marvel Comics. Peace.

P.S. In case it isn't clear, the sentences in italics are the POV character's thoughts.

POWERLESS - I

Tuesday

10:56 A.M.

Oscorp Industries, Main Laboratory Facility, Long Island, New York

The long and shadowed face of Norman Osborn stared down at a solidly-built glass containment box. Inside it was his prey, his prestigious test subject – a genetically modified highly irradiated spider. It was the result of six month's work on the Oz project. He had kept a careful eye on the project and the scientists who had been cherry-picked to run it had been working under extreme pressure and stress because of his constant vigilance.

Good, he thought. Fear is a great motivator to success.

"Tell me…" he said to his secretary Miley (or was it Mia; he couldn't remember which), who was standing next to him with a clipboard, "Are you familiar with Greek Mythology?"

"I know a few things," she replied but he could sense her voice shaking at the end as he slowly opened the lid of the glass box. He smirked to himself.

"Then you've heard the myth of Arachne?" he asked as he gently picked up the spider in his gloved hand. He studied it under the white lamp-light with great interest.

"Ye-Yes," she said with a shudder and Norman could see from the corner of his eye that she had backed a few steps away from him.

"Spiders are incredibly intelligent creatures, Miss Miley. The more you act like prey the more likely it is that they'll treat you the same way," he said. She eyed him fearfully for a few seconds and then resumed her previous stance but her eyes never left the spider for a moment.

"My name is Mia, Sir. Miley was the girl you fired last week," she said in a barely audible voice.

So it was Mia after all.

Norman resumed his close examination of the spider, tracing the details of his exquisite creation. "It's taken us months to create this beauty. Our guess is, one bite and you would die in the most horrible and painful way possible. It has the combined poison of all the known spider species in existence and then some."

His smile grew more distinct as he recognized the two yellow dots imprinted on the back of the spider's body. The marker signified that Oz had been administered in creating it.

Yes… Oz will change the way the world works... It will change the future of humanity.

"Mr. Osborn?" someone said, breaking him out of his internal thoughts. It was one of the lab workers handing him a phone, "Your lawyer's on the phone. Said it's important"

The smile on Norman's face vanished and was instantly replaced with annoyance. "What is it?" he said placing the receiver over his mouth. "No, under no circumstance do I want him- What? Just tell him to stop calling! I have everything under control, just tell him that." The voice of his lawyer came back sharp and abrupt and he replied with – "Does he not understand the value of patience in science? The Oz project cannot be hurried, we have a timeframe already set up and none of it can be hurried!"

While he talked, Norman gently placed the spider back inside the glass box and started walking away. In his state of absentmindedness, he left the lid open and his new secretary was too timid to point it out to him while he continued his loud argument over the phone.

Mia went towards the glass box with the intention of closing the lid, but she noticed the four glossy eyes of the spider staring back at her. Its eyes were alive and full of intelligence.

Terrified, she ran the opposite way following the fading footsteps of her boss out of the Lab.

The spider rubbed its pincers together and with a blinding leap, it clambered out into freedom.

12:40 P.M.

Midtown High, Queens, New York

It was P.T. class and 15-year-old Petra Parker sat on the long wooden benches of the modestly sized school gymnasium.

Her brunette hair was tied in a ponytail and her overly-large round glasses were set on her nose precociously. She was dressed in black school shorts and a blue jersey top covered her torso. And though she was wearing the right attire for P.T. class, she did not join the rest of her classmates on the gym court.

Her head was buried in a book on polymers. The page she was reading detailed the molecular structure of Poly-ethylene, or for simplicity's sake, polythene. To Petra, this seemed more interesting than to waste her energy on physical tasks that she knew she was incapable of. So, she read with interest and full attention as the various chain structures of different polymers unfolded in her head.

But lost as she was in her own world, she could still hear her classmates mingling around her. In fact, it was impossible not to be distracted by the giggles and shouts and the echoing footsteps of twenty-five teenagers all engaged in some sport.

Some of the guys were playing a game of volleyball on one half of the court, while on the other side a rag-tag bunch of boys and girls were playing a mixed game of basketball. The coach was refereeing the volleyball game with his whistle between his lips.

For the most part, as Petra realized, no one was paying any attention to her.

So far so good, she thought smiling inwardly as she hid her face behind her book. Now all I need-

BAM…

The ball had hit her on the side of the head, knocking the heavy book out of her hand. It fell flat on her feet crushing one of her toes. Stars swam around her eyes while sounds of sniggering and giggles filled the room.

Once her wooziness disappeared, she noticed all the gleeful stares around the room and turned a deep red. Gently leaning down, she picked up the book and wiggled her toe. Her eyes watered in pain.

It can't be broken but man does it hurt.

"Why'd you do it Sally?" came the voice of Harry Osborn as he pointedly stared at a blonde girl in athletic tracks.

"It wasn't on purpose," Sally replied her eyes wide in shock as if she couldn't believe Harry doubted her. "If Parker would have kept that book down, she would have seen the ball coming"

Harry didn't bother starting an argument but from the worried look her friend gave her, Petra knew it had been on purpose.

"I'm fine," she said when the coach turned and asked if she was alright.

The basket-ball was lying a few feet away from her just under the bench. She reached for it and threw it down but her aim was way off and instead, it landed on the other side of the court and disrupted the volleyball game.

"I'm sorry," she muttered feeling even more miserable as she saw the smirk on Sally Avril's face and the mixture of sympathy and amusement on Harry's face.

By the time school ended that day, Petra was feeling much better. Maybe she'd made a mess of herself in P.T. class but there was no way that could keep her down. She was too busy formulating her plan for the next series of experiments to conduct in that dark basement of hers back home. That polymer book had opened up a new set of possibilities.

The parking lot was full of kids as she slowly exited the school doors and shouldering her backpack she trudged her way home.

"Need a ride?" asked Harry as he and Flash Thompson intercepted her path.

"It's alright, Harry. I can walk from time to time," she said offering a smile to both the boys.

"C'mon, I have an empty limousine waiting to drive me all the way back to the penthouse. I can make a short circuit to your house"

"Gee Harry," Flash chuckled, "You're like a clingy boyfriend" he winked at her.

Harry blushed, "It's not - … What the hell, you know we're just frie- "

"You're friends I get it!" he said laughing. "Keep the peace Osborn and you too Parker," he said fist-bumping them both on their shoulders, "I have work at home, I'll see you around"

Once Flash left, Petra clambered comfortably into Harry's limo and he took the seat beside her. "You're way too spoiled you know that?" Petra said ogling the huge space inside.

Harry grumbled, "You've seen it a hundred times. Just shut up"

"Hey, you're stupidly rich and I'm barely running on any juice. I'm supposed to worship all of you rich types" she grinned.

"Not the rich thing again!" Harry said faking a look of disgust.

"Are you telling me you hate being rich Mr. Osborn?" Petra asked feigning surprise.

"Oh, it's the absolute worst. The servants never leave you alone, the food never gets worse and you never run out of cash in your wallet. Ugh, it's absolutely horrible."

"I can only imagine," she said smiling at his acting chops. "If I didn't know better that would have been some top-notch reality show material right there"

"But it's true!" Harry replied in the same melodramatic tone, "Being rich also means girls like you don't leave me alone!"

"What can I say, Mr Osborn, I don't come cheap," Petra replied wittily. "Though when you talk about girls who won't leave you alone, Liz Allan might be the one you're thinking of…"

"Hey, Liz and I have a good thing going. You said so yourself."

"You guys are great together," she said meaning every word.

"But leaving my love life aside, are you okay? That Sally girl never lets you catch a break does she? She's really a… Well, I think you know what she is."

"It's alright Harry," she replied staring outside the tinted windows of the limo, "It's barely the end of the world."

Harry looked like he wanted to argue but the jet black limousine rolled on silently.

9:03 P.M.

The Parker Residence, Forest Hill, Queens, New York

"S.A.D?" asked Aunt May at the dinner table.

"What?" asked Uncle Ben with a look of surprise on his face.

Petra was sitting between them both in the dinner table going through the final pages of her polymer book. Her plate of mashed potatoes and peas had been left untouched so far. Also, she was completely unaware of the conversation happening between her two legal guardians.

"Social Anxiety Disorder?" said May.

"What? What are you talking about May?" asked Ben feeling more and more confused by the second.

"Petra…" May whispered nodding her head towards the oblivious figure reading the book. "I think she has… S.A.D."

Having finally understood what May was talking about, Ben chuckled, "And you think she has S.A.D because?"

"Well because she always looks sad doesn't she!"

"Isn't that a tad ironical," Ben asked with his good-natured smile.

"But she's so quiet. She wasn't this quiet when she was younger."

"Well, that's because she thinks more now. She reads books and she thinks."

"Shouldn't we investigate?"

"No," Ben replied.

"Why not?"

"No, we should just leave her alone," Ben said forking the peas into his mouth.

"But-"

"Guys," Petra interjected having finally become aware of the conversation. "I'm right here you know."

"There you go," Ben said with a triumphant look, "She wants us to leave her alone."

"She didn't say that specifically," May replied.

"I want you both to leave me alone," Petra replied specifically.

"But what about S.A.D.?" May asked with wide eyes.

"What's S.A.D.?" Petra asked. It was her turn to put on a confused face.

"Trust me, Pete," Uncle Ben said shaking his head comically, "You don't wanna know. Don't encourage your Aunt."

But unfortunately, Uncle Ben's warning was too late and Aunt May having gained the perfect opportunity, delivered a fifteen-minute lecture on an internet article she had found on Social Anxiety Disorder.

"Is that what reading a book feels like?" Uncle Ben asked Petra at the end of the ordeal with glossy eyes.

"Oh, this was much worse."