Authors Note: Welcome True Believers and New Comers alike! This is chapter one of what I hope to be a very long, very good, very entertaining and on-going series of Spider-Man! now, a bit of back story would help i supposed. Basically, this is a story for anyone who simply loves the web-head, but also for those who love super heroes in general, like the X-men, The Avengers, and a bunch of other super cool, super interesting, a very fun character for me to write about. There are no boundaries in this particular series. Much like in the comics, there will be a web-load (see what i did there?) of cameo's and multiple appearances from other Heroes, Villains, and my personal favorite... Stan Lee!

Now, don't take the fact that there are multiple universes and things like that in the Marvel Comic's industry, because all that confuses me. Instead, i just leave it to the readers to decide what world they want it to be in and how experienced Spider-Man and his other heroic allies are. But to be fair, i did add my own twist to almost every single villain and will even add some OC's. But this story starts of with Spidey being relatively new at his career as a super hero. He has already faced some of his lower ranks, B and C level villains, but most of the A ranked ones i left to be redesigned and retold in a new, exciting, and entertaining way. Without further ado, i leave you with the great words of my own personal hero, the great Stan Lee. +Excelsior! Onward and Upwards to greater glory!+

Chapter One: Happy As Can Be

"Come on, web-head. Show me what you've got!" said the girl hiding in the shadows. Spider-Man stood still with his eyes closed, allowing his senses to take over. He could feel the room around him, hear every sound, and smell the very distinct perfume. He turned faster than the girl could react and held her down on the rug floor by the wrists.

"Got you." He said slyly underneath the mask. He shot a web to the light switch and the room illuminated. The girl he had pinned was none other than Gwen Stacy, the beautiful and intelligent girlfriend of Peter Parker, better known as the Amazing, the Spectacular, the Ultimate, Unlimited, and dare I say it, sexy! Spider-Man!

"Well, you're moving pretty fast, aren't you?" Gwen teased. It took a moment for Peter to get back to reality after looking into Gwen's eyes. He jumped up to the ceiling as soon as he realized it though, and slid down to her level, upside down on a web.

"Sorry about that. Guess I got carried away." He said, removing the Spider-Man mask from his face. Gwen laughed and then slid her hand to the back of Peter's neck.

"It's fine. I kinda liked it" she said, giving him a wink. She kissed him on the cheek and then turned the T.V. on before her mother grew suspicious of what the two were doing jumping around upstairs. Peter landed softly on the ground and watched as his webbing began to degenerate. A new project he was working on.

"Guess my webs are working right too. Less of a mess when I swing around. Don't need another reason for that angry reporter Jamison to hate me." Peter said. Gwen flicked through the channels when the news came on.

~They are extremely dangerous and we have been warned to stay away from them. As you are all aware, he has the power to become electricity and shoot lightning bolts at people! AH! He is very angry, who will help the people on New York!~

"Wow, that was discreet. Anyway, sounds like Shocker is out on a rampage." Gwen said. Peter, already with his mask back on, stopped in his tracks to correct her.

"Um, no. It's actually Electro. Shocker has no electric powers what so ever."

"Really? So then… but… his name-"

"I have no idea either, You know these guys aren't the brightest of the bunch." Pete said. He blew Gwen a kiss and then shot a web to the nearby building. Gwen grabbed his shoulder before he leapt out.

"Hey Spidey, try not to damage the suit. Remember, you're not the one who has to sew it, last butt." Pete nodded and swung out the window. New York City was a big place, with even bigger building. It was the best place for a hero like Spider-Man. He swung through the air, occasionally flipping, twirling, and hopping off of walls with the common shout of "WOO HOO"

He could already see Electro floating above the ground. Sparking out of him were blue and white shards of electricity, charging up all of the electronics around him to the max and causing some to even explode. Spider-Man clung to the telephone pole across the street and waved his hand to him.

"Hey, sunshine. How's it going? Hey, do you think you could charge my Spidey phone? I've got one battery left and this beeping noise is killing me!" he joked. Electro turned and growled, raising his fists to his sides.

"Spider-Man. You cannot stop me! I'm going to absorb the power form EVERYTHING in New York, and become the ultimate bringer of destruction! I will kill you Spider-Man! I will kill you!" Electro shouted, his sparks growing wilder. Spider-Man had his arms crossed as he looked up at the sky.

"DO YOU HEAR ME!" Electro shouted.

"… I really just say Spidey Phone? Man, I need to come up with better jokes. OH, I'm sorry lamb chop, did you say something?" Spider-Man asked. Before Electro could say anything, a large truck hit him on the side, knocking him to the ground. The sparks vanished form the hit, revealing the man underneath the lightning, Maxwell Dillon.

"What the?" Spider-man turned to where the truck came from and saw the god of thunder himself standing there. Thor. His long golden hair flowed in the wind and his armor glistened in the light. In his hand was his trusty hammer Mjolnir… and only he could wield the mighty weapon.

"Whoa, Goldilocks! I thought you were up in space, you know… Asguard or something." Spidey asked. He jumped from the pole and landed crouched beside Thor. The god of thunder smirked.

"I have come to earth to speak with Nick Fury. Apparently something has come up, and The Avengers are needed." He said. Spider-Man's eyes were filled with envy. It was every seventeen year old dream to join The Avengers. Not just seventeen year olds, but people of all ages.

"Wow, can I come! I'd make a great Avenger, see watch!" Spider-Man shouted, swinging over to where Electro landed… only he wasn't there. Before Spider-Man could react, he felt a shock that forced him back to the ground, and Electro dashed out from inside the technology of the truck.

"Ugg… ouch. That's gonna leave a mark." He said. Thor appeared beside him and swung his hammer with amazing speed. Electro grunted, he was always cocky, and sped towards Thor, only to be knocked to the ground hard. Thor held out his hammer and the sky grew dark in an instant. A moment after, a large bolt of lightning rammed into Electro, overcharging his powers and making him die out. Laying there now was just Max Dillon, no more 'Electro'… for now.

"Um… thanks." Spider-Man said, getting up sluggishly from the ground. Thor nodded and then flew off towards tallest building in New York City… Stark Tower. Spider-Man watched in envy and then sighed when he saw the destruction Electro caused.

"Well, all in a day's work I guess." He said, webbing up Maxwell. He was out cold, but he would be fine. The sirens of police grew closer and closer. That meant it was time to head out. He shot a web and swung his way home to where Aunt May was probably waiting for him. It was Saturday, and that meant she was cooking her world famous meatloaf.

"Yeah, famous for being hard as a rock and making pigs squeal away in fear." Spidey said as he swung through New York. Then he remembered something important.

"Crap! Forgot my book bag at Gwen's!" he shouted, making a triple back flip turn back towards Gwen's apartment building. He ran across walls and slid on the sides of buildings, eventually making his way to Gwen's apartment where she was standing outside on her balcony. He landed on the railing, almost frightening her over.

"Pete! You can't just appear out of nowhere like that. I almost clobbered you!" she shouted. She started laughing and Peter flipped over the rail to stand beside her. He spotted his bag on the side of her bed, and zipped a web out to grab it.

"Sorry. I couldn't help myself." He smiled underneath his mask.

"Oh yeah?" Gwen said, sliding her hands up his chest and to his neck. She lifted the mask to reveal his lips and he pulled her in for a kiss. She pulled the mask off and tossed it to the ground. Peter smiled more and picked her up as they kissed. Gwen twirled her fingers through Peter's smooth brown hair, and he cradled her head gently, the other arm wrapped around her waist.

"Mmmm, you should get home Petey. Don't wanna miss out on that meatloaf." Gwen teased. Peter sneered in disgust, but he knew she was right. He picked up his mask and tossed it from one hand to another.

"Oh god, I hate Saturdays. Okay… guess I'll go suffer now." He said. He got on the railing and looked out to the city before turning back to look at Gwen.

"Hey…" he said. She turned, her blonde hair waving in the light breeze.

"I love you." Peter said. a smile bigger than any other Peter had seen crept onto Gwen's face.

"Love you too, bug boy. Now go home before my mom sees you up here." She said. Peter nodded, putting on the mask and leaping off the building. He let himself get dangerously close to the ground before he zipped out a web and began swinging. No one else could tell, but underneath the mask he had the smile of a happy teenage boy.

He arrived at his house a few minutes later, and could already smell the meatloaf cooking. It almost knocked him out of the air, mid-swing. He stuck to his window gently and crept inside his room. All over were posters, books, comics, and tech that he toyed with. He could already hear Aunt May asking aloud where he was, so he threw on some random clothes and hopped out the window to the front door.

"Alright, home sweet home." Peter said, unlocking the door. Aunt May turned and smiled as Peter walked in, acting as though he were tired from jogging home.

"Hey Aunt May, I'm home… as you can see." He said. He put his bag on the steps and walked over to kiss her on the forehead.

"Oh, hello dear. I made your favorite as always. Go wash up and we can eat." May said. Peter nodded, patting her shoulder. When he got upstairs, he made sure to neatly in the box he kept in his closet. As he folded the mid-section back to reveal the spider emblem, he heard Aunt May cough her usual, sickly cough. He wasn't sure when it had really started… but it was gradually getting worse when Uncle Ben died.

I wish she would stop trying to hide it from me and just let it out when she feels it. Hopefully the doctors will let us know what's wrong, but I really hope she just has a very long cold. I mean, even in her somewhat old age, she was always a healthy person. But now I can gradually see more grey hair developing. She must be stressed out a lot… well... there goes my idea in telling her that I'm Spider-Man. I don't need her to stress out about me fighting crime the way that Gwen does. One crying girl is enough for me Peter thought to himself. He closed the box and went downstairs where Aunt May was already preparing the dinner table.

"Oh that's right. Peter, someone left you a message. It was a Mr. Osborn from that big company Oscorp. He said he wanted you to stop by the offices tomorrow for that internship you've been dying for. I guess congratulations are in order!" she smiled and started clapping. The expression on Peter's face was one that she hadn't seen since he won the science fair in the 10th grade. Even May had to admit that everything started to look good in the life of Peter Parker.

"Wow, this is awesome! I can't wait! Mr. Osborn is like the greatest scientist ever! His work with Nanobots, cross species genetics, and even the technology to construct a portable glider! Wow, things are finally starting to look up." Peter said with a jolly smile on his face. He went to sleep that night without a care in the world and happy as can be.

Tony Stark sat on his large couch as he watched the news. He spotted the story about Spider-Man and Thor taking out the criminal known as Electro. It looked to him like a villain like that would be hard to overcome, especially without someone like Thor around.

"Speak of the devil…" Tony said as Thor landed on his balcony, cracking the ground beneath him. He frowned as he saw Tony's face, and marched in his home without muttering a word.

"Hey, I hope you have three thousand dollars to replace that floor. What is that like… 50,000 yen where you come from?" Tony said. Thor grunted and then leaned against the bar at the side of Starks pad.

"Quiet, Stark. I'm only here because Fury asked me to make sure you were ready for the meeting. Judging my your attire, I would say you just awoke from a long sleep." Thor said. Tony Stark looked down at his iron man pajama's and corrected Thor.

"Actually, I woke up about five hours ago. But I've got nothing better to do, I'm not on call. So why get dressed?"

"You have a guest in your home. It is proper to-"

"um, you're not a guest. You're an intruder seeing as though I didn't invite you in. I should call the police. Jarvis! Call the police!" Tony shouted to his Artificial Intelligence he named Jarvis.

"Right away, my good sir." Jarvis replied, only to be cut off my another, female voice.

"Delay that order, Jarvis." Called out Pepper Potts, Tony's partner and loved one. Tony turned, a surprised look on his face.

"Jarvis. Police. Now."

"Y-y-yes, sir." Jarvis replied, beginning to dial.

"Jarvis, no. Tony, stop being so rude to him!" Pepper said, grabbing the remote from Tony's hand. He tried gesturing to the camera's to call the police until Pepper gave him an angered look and forced him to throw his hands up in surrender.

"Great to see you again, Thor." Pepper said. She had her orange hair out and, unlike her significant other, had on a pair of shorts with a tight, black shirt with a few bracelets around her wrist. Thor smiled, bowing down and kissing her hand.

"Always a pleasure, Ms. Potts. I do hope you're taking good care of the child." Thor said, looking over to Tony who was now holding up an Iron Man and War Machine action figure, making them fight each other with ridiculous plasma noises coming from his mouth. Pepper laughed.

"On his days off he doesn't really like to use his brain too much. And I think he still holds a grudge about the whole fight between you, him, and the Cap. I keep telling him that's ancient history, but you know how he is." Pepper said. Thor nodded and placed his hand firmly on his hammer.

"Well, could you make his suit up? Nick Fury has requested for all of The Avengers to meet up for a meeting at the S.H.I.E.L.D. carrier. It should be arriving here in a short while."

"I'll make sure he's there." Pepper said. Tony shouted over to them. "No she won't." But he was ignored. Thor left without saying a word, and Pepper crossed her arms at Tony. He did his best not to look over there, instead watching the News as J. Jonah Jamison ranted on about Spider-Man being the real menace of New York City.

"Tony, why are you so mean to those guys?" Pepper asked as she curled herself into Tony's arms. Stark had a slight frown on his face.

"Because they're all weird and so old school. One is a god from a whole nother planet, the other is a soldier from a whole nother time line! And don't even get me started on the Hulk." Tony said, rolling his eyes. Pepper laughed.

"I thought you like Bruce. You two are like two kids playing with race cars in the lab together."

"Yeah, that's Bruce Banner. The jolly green giant is the one I dislike. I swear, every time he catches me, it's another 20,000 dollars to fix my suit. Pepper, I really think he does it on purpose. Jealousy. It really is the number one killer." Tony said. Pepper rolled her head back and got off of Tony, pointing to the rack full of Iron Man suits.

"Get dressed. Oh, and maybe if you stop falling, your jolly green giant won't have to catch you." She teased. Stark looked at her with the oddest expression on his face, taking the joke to heart. Nonetheless, he hopped off of the couch and began to suit up, still intrigued with what the news was saying about the newer hero, Spider-Man.

"Wow… kid's got some talent." He said. The Iron Man armor locked together and Jarvis's voice echoed inside.

"Mr. Stark, would you still like me to phone the police for you?" Jarvis asked. Tony grunted.

"A bit too late for that, you kiss-ass. Always taking orders from Potts, who's side are you on anyway?"

"The side that always win, sir." Jarvis said, activating the Iron Man systems. Tony's face went straight, but he left it at that. He walked out to the balcony, his gold and red armor shining in the remaining sunlight, then flew off towards the carrier that had just arrived over the water.