DC/Marvel: The Merging presents . . .
The Amazing Spider-Man
by Chip Caroon

This was due mostly to his intelligence. Peter was extremely smart, and his teachers loved him for it. However, because of his studies, he was seen as a nerd. No one wanted to do anything with him; no one liked him.

Fortunately for Peter, he was loved at home. He lived with his aunt and uncle, May and Ben Parker. They gave him what he needed. Every morning, Ben would come in to wake Peter. And, every morning Peter would go downstairs and eat Aunt May's delicious wheatcakes.

Yet, even in this loving home, Peter Parker lacked something he so desperately wanted, if not needed: His parents. Richard and Mary Parker had been agents of S.H.I.E.L.D. and had often gone deep undercover. On one mission, when Peter was just a baby, they brought him to stay with Ben and May. All knew that the situation could be permanent. A few months later, they were publicly declared M.I.A., presumed dead by S.H.I.E.L.D.

Peter was able to overcome the worst of the loss, since he never really knew his parents. Nevertheless, there was a part of him that was empty.

Peter Parker didn't get to the position he was in without persistence. This persistence even drove him to continue to pursue companionship of his peers. One day, in late spring, he was on his way to a scientific demonstration by Dr. Otto Octavius. He spotted some fellow classmates on the way."Hey, Joey! Hey, Sally!" he shouted, walking across the street. "I'm on my way to a science demonstration by Dr. Otto Octavius. Want to come? It'll be fascinating!"

Sally thought for a moment. "Octavius? The one they call Doctor Octopus? Ewwww! He's so creepy! Those robot arms . . . !"

"Go hang with your egghead friends by yourself, Parker. We got more important things to do!" Joey said, turning and begining to walk away."Are you sure?" Peter asked.

Joey turned around and walked back to Peter. He poked a finger into Peter's scrawny chest. "Look, Parker, you have ten seconds to beat it, or you're WORMFOOD!"Peter held up his hands. "Cool. I'm leaving!" And with that, he started running. He didn't stop until he turned the block. He was out of breath, and he put his hands on his knees. He looked back."They'll be sorry! They make fun of me now, but someday I'll be a famous scientist! Then they'll all be sorry they didn't want to be my friends!"

Peter stood up and walked to the ESU science center. Once more, this lonely teenage boy seeks solace in science, where he is never alone.

Octavius looked down at the control panel. All of the lights were working. He checked each switch to make sure that they all worked. He walked over to the wall and looked at the radiation screens above him. He turned to a woman with black hair and tan skin."Julie," he said with his German accent. "Are the screens working properly?"

"Yes, sir, Dr. Octavius!" Julie said, shaking her head.

"And the recording devices?"

"Checking them now, sir.

""Will the audience be protected fully?"

"Yes, sir!"

"Very good, Julie," Octavius replied. "You may finish your diagnostic."

"Very good, sir!" Julie said, turning.

"Oh, and Julie?" Octavius asked, before his assistant could walk away. "Please call me Otto."

"Yes, si- Otto!"Octavius turned back to watch his team prepare for the demonstration. He glanced at his watch. Only an hour until the program. He quickly left the chamber, and headed for the laboratory beside it. There he found his mechanical arms, which he had to attach to the harness.

Doctor Octavius was standing in the front of the chamber, addressing the audience. "As you know, we have been experimenting with the precise manipulation of variable wavelength radiations. With this device that are revealing today, I have been able to control emissions to within one and a half Angstrom Radii."

Octavius turned and used his mechanical arms to close the radiation panels. "As soon as these lead glass shields are in place, we shall begin the demonstration."

Everyone in the room was paying attention to Octavius. However, they failed to see a tiny spider crawl down into the glass box. It goes unnoticed even by Octavius, who had closed the shields.

"I will now vent the chamber, so that all particles that may interfere with the experiment will be gone!" Octavius announced, turning a knob on the control panel in front of him.

Inside the box, the spider's webline held fast against the remarkable strength of the vacuum.

Octavius began to lift a lever up. "I will now increase the radiation emissions until - "He was interrupted by one of his assistants. "Wait! Something's absorbing the radiation!""Huh-?! WHAT!" Octavius shouted. He quickly lifted up a latch and jammed the button underneath it. Nothing happened.

The glass in the chamber began to turn white. The metal around it grew hot. People panicked, trying to get out. Peter put his arms above his head, waiting for the explosion."I must terminate this demonstration before - "

BOOM!

The chamber exploded, sending debris everywhere. Peter was knocked into partial unconsciousness.

For what seemed like hours, which in reality could only have been seconds, Peter lay dazed. He was unaware of the people around him. He felt a sharp pain in his wrist. He looked down.

"Spider . . . bit me. Why?" he whispered, as he fell completely unconscious.

At first, the doctors thought that he wouldn't make it. However, by the end of the first week, they began to change their minds. One day, near the end of the third week, two doctors walked up to Peter's room. Along the way, they discussed his miracle recovery.

"He seems to be growing stronger each day!" the male doctor said. "I've never seen anything like it! He should be dead by now!"

"And no one's heard from Octavius since then either," the female doctor replied. "Probably hiding from a million lawsuits."

At that moment, they walked into Peter's room. Peter was sitting up in bed, reading a science magazine. His head and neck were bandaged. He was finally able to wear his glasses again.

"And there's the miracle boy!" the male doctor exclaimed. "I don't know how you survived! Must be something in your genetic make-up!"

Peter shook his head. "Oh, I don't think so! I've had all of the basic childhood illnesses before. Nothing special ever happened. However, if my Uncle Ben were here, he'd tell you it was the Parker genes."

The doctors laughed. The male doctor pulled out his steathiscope. "Well, I've got to see just exactly you are doing."

A man in his late twenties walked up. "I can carry it for you, mister."

As the two men walked out to Ben's car, a chubby plainclothes police officer walked past.

"I hope you paid for that machine, punk," he said, coldly.

"Oh!" Ben exclaimed. "This is my purchase. This fellow is just helping me."

"Get off my case, Bullock! I'm clean now!" the younger man said.

Bullock leaned closer to him. "Be sure you stay that way, Napier. There have been several second story jobs in the neighborhood recently. Nothing I can pin on you, but . . . "

"Nothing you can hang on me, period," Napier replied. "Now, why don't you go arrest some old lady for jaywalking?"

Then, one day, as he was walking home, a car began to swerve wildly across the road. Suddenly, it came straight at Peter. The only thing he had time to do was jump. He landed on the windowsill of a second story apartment.

"What the--? I jumped up fifteen feet! I'm sticking to this wall! What happened?"

Peter decided to climb up the building. He reached the top and grabbed onto a pipe that was part of the air system. It crumpled like paper. Peter was shocked. He had barely squeezed it!

He climbed all of the way up. His whole body felt weird. He jumped backwards and did a perfect backflip. He ran to the edge of the building and jumped, landing on the roof of the next building.

All along, Peter wondered what had happened. The answer finally hit him. "The Spider!" he exclaimed. "It altered my DNA when it bit me! That's how I survived. Now, I have the proportional strength and agility of a spider!"

"I've got to do something about this! There have been many superpowered people before, and most of them used their powers to fight evil!" he thought.

Before he could ponder anymore, Aunt May opened the door. "Peter, dinner is ready."

Peter got up and walked downstairs.

"Crusher Hogan continues to offer one thousand dollars to anyone who can stay just one round in the ring with him!" the announcer said.

"Those dreadful wrestlers," May said. "I wish someone would put that big ox in his place."

Ben chuckled. "Maybe Peter here should take him on, seeing as how he's so fit these days."

Peter laughed. "Maybe I'll just do that, Uncle Ben."

The wrestler laughed. "Well, well. The little masked marvel. Come on up sonny-boy. We could all use a good laugh!"Peter jumped up and over to the ring, which was easily twelve feet away

.Crusher Hogan was stunned. "H-how'd ya do that?"Peter didn't answer. Instead, he leap-frogged over the wrestler's back. Hogan became confused. How could this guy jump like that.

Suddenly, Hogan felt himself being lifted off of the floor. He looked and saw his feet dangling off the ground. He also saw the kid's arm around his waist. He was climbing the giant fifty foot pole in the corner of the ring.

"What say we finish this quick and easy?" Peter asked. "I'll just hold you up here for the rest of the round!"

"No! No! You win! JUST GET ME DOWN!"

As Peter climbed down, a man in a brown suit, red bowtie and brown derby hat was watching.

"I'll take that thousand in cash if you don't mind!" Peter said.

"You can do better than that," the man interrupted.

Peter dropped Crusher and the man walked over. "Who are you?" Peter asked."I'm an agent," the man replied. "You can make it in show biz, kid. Here's my card. Come up with something slicker for a mask, and give me a call!"

He thought about this for several minutes. Then it struck him to use nano-machines. Nano-machines were little devices that could spread across someone's body and form a suit. They were tiny enough, that a six-foot man could fit enough nano-machines in a normal sized belt buckle to cover his whole body, and still have a few left over. Peter knew that his friend Dr. Hamilton would have some, or at least have access to some.

Peter stood up and looked across his room at his chemistry set-up. He saw the polymer extrusion system he had made for a science project the previous fall.

"It's a solution looking for a problem!" he exclaimed. "I can modify it slightly, and use it to fly across the city."

Then it hit him. He needed a name. "Let's see. Oh duh!" he exclaimed. "I shall be the amazing Spider-Man! The polymer can be my 'webbing'!"

The next afternoon, after school, Peter walked to Emil Hamilton's lab in Hob's Bay. Hob's Bay was also the area of New York called Suicide Slum. For years, the city had tried to revive it, and turn it back into the shining, nice place it had been before the Depression. However, every attempt would fail after a while. Finally, the city council would decide to give up, only to have the next set of elected officials try to revitalize it. The residents of Suicide Slum had learned to not be affected by the politics of their small section of the world long ago.

As Peter entered the lab, he saw equipment scattered everywhere. He finally found Professor Hamilton standing behind a monitor.

Emil Hamilton was a man in his fifties. He had grey hair, and a big grey beard and mustache. He was employed through Stark Enterprises. Hamilton was shrewd enough to work out a deal where he could work from home, but have full funding from Stark. It was a much better arrangement than his previous one at LexCorp.

Peter cleared his throat. Hamilton turned around.

"Peter! I didn't see you there! Hello!" he said.

"Professor Hamilton," Peter acknowledged. "Do you have any of those nano-machines?"

Hamilton walked over to a cabinet and pulled out a device no bigger than a belt buckle. As he walked over, Peter could see that it was a belt buckle.

"Let see here," Hamilton said. "Inside this buckle are thousands of those little machines. They could cover you in seconds."He handed the buckle to Peter.

"Can I keep it?" Peter asked.

Hamilton smiled. "Sure. Maybe someday, you can improve on the technology."

"Is it true that I can make the suit in any form that I want?"

Hamilton pulled out a second device. He stuck his hand out, and Peter gave him the buckle. Hamilton attached the side of it to the device. "This device is used to program the machines. You can only have one outfit at a time. Others, you may store in here," he said, lifting up the programmer.

"I assume that I can't take the programming device."

"Sadly, you are correct. However, whenever you would like to change, you are free to come here and use it."

Peter looked at the programming device. It had a disk drive. Peter pulled out the disk he had brought and inserted it. Instantly, a file directory appeared on the small screen. Peter pushed a button and opened the file. The file was a picture file, containing a color drawing of the Spider-Man costume that Peter wanted to use. He pushed a few more buttons, and the costume was uploaded to the nano-machines.

Peter ejected the disk and pulled the buckle off. He handed the programmer back to Hamilton, who had returned to his other experiment, and thus had not seen Peter's costume."Thank you, Professor Hamilton," Peter said, as he put the buckle and disk into his backpack.

Hamilton turned his head. "You are very welcome, Peter. Hope that your science project goes fine!"Peter walked out of the lab and back home.

Peter smiled under the mask. He liked the sound of the long term plans. He only wondered if he would actually be able to maintain his secret identity and be if he would be able to do all of the performances. "Sounds good, Max. When's my first show?"

"Are you available a week from Saturday?" Max asked, looking at a special calender on his desk.

Spider-Man thought for a minute. Aunt May or Uncle Ben hadn't mentioned anything, and he never had a date. "Sure," he replied.

"Then, Saturday night it is. The debut of Spider-Man!"

As the popularity grew, the money also grew. Spidey had a special arrangement with Max that allowed him to be paid in cash. However, one night, after a show, Max came over to Spidey with a check and a pen in his hand.

"I'm sorry, kid," he said with a sigh. "But I can't pay you in cash anymore. You're too famous not to pay taxes! You'll have to tell me your real name."

Spider-Man waved his hand. "Can't do, Max. Just make the checks out to Spider-Man!"

Spidey started a bank account at one of the New York branches. It grew larger as his fame grew.

"Another early night, Peter?" Ben asked.

"Yeah. I have a big chemistry test tomorrow, Uncle Ben. I want to make sure I'm up for it!" Peter lied.

"Well, good night!"

Up in his room, Peter made sure that he wouldn't be caught. He tapped his belt buckle. The nano-machines spread across him. Spider-Man now stood in the bedroom. As Spidey ran out the window, he felt a strange tingling, buzzing sensation. "That's funny. Never felt anything like it!"

Spidey swings away, unaware of the man watching him leave from behind a tree. Jack Napier watched Spider-Man leave the Parker house.

"What the heck?" he thought. "It's Spider-Man! The dude from TV! What in heck is he doin' here? I been casin' this place since the old geezer bought that computer, but I never seen Spider-Man here before!"

"Boy, am I glad to see you!" Spider-Man heard a voice coming nearer to him.

"Huh?" he asked, confused.

"You're a second story man like me, right?" the man asked. "You can help me ditch this cop!"

"I have no idea what you're talking about!"

Meanwhile, a large, bulky cop came running up behind them. "Stop him! Stop Napier!" he yelled down the hall.

Spidey stood still as Napier walked to the elevator. "Later, Bullock!" Napier shouted as the doors closed.

"Hey!" Spidey said, looking at the cop. "I know you! You're a sargeant at the Gotham precinct! What are you doing here?" Meanwhile, the elevator had gone down.

"YOU IDIOT!" Bullock shouted, getting into Spider-Man's face. "Why didn't you stop him! I finally caught him in the act, rifling through the dressing rooms!"

"Hey! That's not my problem!" Spidey retorted. "You do your job, and I'll do mine, which is looking out for number one, ME!"

Bullock took his hand off and through it to the ground angrily. "I outta run you in!" he shouted as Spidey walked away.

"On what charges? I didn't do anything!"

"Exactly!"

Spider-Man walked away, saying nothing. Bullock grumbled as he bent down to pick up his hat.

Peter walked up to his house, still in shock. "Aunt May, her heart has never been strong. Maybe something happened to her!" he thought.

He tried to walk up to the house, but was stopped by an officer with the name Dibny on his name tag. "Hold it, son!" he said. "Where do you think you're going?"

An older woman walked up behind him. "It's okay, officer. That's Peter Parker, the murdered man's nephew."

Peter's eyes were beginning to fill with tears. "Murdered?! Mrs. Watson, what happened here?"

"From what I could gather from May, a madman broke in. He waved a gun around, claiming he was looking for Spider-Man!"

"Spider-Man?! How! Why?" Peter asked.

Officer Dibny put his hand on Peter's shoulder. "That's all we know, except that there was a scuffle and your uncle was shot. The burglar escaped, but we have him cornered at the old Acme warehouse, down on the docks."

"No," Peter said. "NO!!!!" he shouted, running away.

"Peter, come back!" Anna Watson yelled.

"Where are you going?" Dibny asked.

Peter didn't answer. He ran out of sight, and activated his costume. He knew the Acme warehouse. An army could be held off in that place. But Peter knew that Spider-Man would get in!

Spider-Man arrived and saw the police. They were trapped, unable to do anything. Spidey found a skylight, and crashed through. He landed on the catwalk on which the burglar was standing. "You're not going anywhere killer!" Spidey shouted.

The burglar was startled. Then he realized who it was. "Oh, man. Glad to see you! You can get me out of here easily!"

"Get you out of here? What're you talking about?"

The burglar pulled off his mask. "Hey, it's me! Jack Napier! I went to that house because I figured you were casin' it, same as me."

"No," Spidey whispered, realizing who the burglar was. "NO!" he shouted. "You're the one I didn't stop!"

Spider-Man started punching the burglar. He could feel and hear bones breaking in the guy's face and elsewhere. Spidey didn't care. The catwalk began to swing, and some of the supports snapped loose. The burglar shouted as Spidey dropped him.

"What's that smell?" Spidey asked, looking down. Then, he saw a vat full of white acid. By now, the burglar had regained his footing and was charging Spidey.

Spider-Man sidestepped, and tried to grab the Napier's midsection. Instead, Napier landed hard on the catwalk, causing even more of the supports to crumble. Now, the catwalk began to lean. Napier stood up again and leapt at Spidey. However, the catwalk shifted down, and Napier jumped over Spider-Man. Spidey spun around quickly and quickly webbed Napier before he hit the acid. Napier hung only a few feet about the vat.

Just then, cops had burst in, guns drawn. "FREEZE!" one of them shouted. However, one nervous cop accidentally fired his gun. The bullet struck the webbing and Napier fell into the acid.

"Napier!" Spidey shouted.

The police ran over to the vat. While they were pre-occupied with that, Spidey quietly left the same way he had come.

But, as he left the warehouse, a sense of deja vu came over him. He felt as though this had happened before, but how? He had only been Spider-Man for a few months. Besides, all he had used his powers for was fame. However, this deja vu wasn't exactly the same. Instead, he saw the thief being knocked out and arrested, not falling into acid. Also, his costume had been different. Instead of being made of nano-machines, it was cloth - blue and red with black spider webs.

Spider-Man ignored the feeling and headed back home.

His clothes were mostly shredded or burnt. His whole body had turned deathly white. His mouth was twisted in an evil type of smile. But there was one thing about Jack Napier that scared police the most.

He was still breathing.

"I will NEVER be Spider-Man again!" Peter exclaimed. "Because I had to be an ignorant, self-centered brat, Uncle Ben is dead! I could have stopped Napier!"

Peter fell on his bed, crying. He stayed like that for several minutes, and then sat straight up.

"Oh, no!" he said. "I haven't been down to see Aunt May!"

Peter quickly gathered himself and walked downstairs. It had been a long night already, and it was only about to get longer.

There were four doctors in the room, all male. All four wore masks over their faces, and gloves. They were not to take any chances. One of the doctors was looking closely at Napier's pale white face. He was touching, trying to discern any information about the muscular arrangement underneath the skin.

"It seems as if the muscles have not been affected," he said. "But why is he smiling?"

"Is it permanent?" one of the other doctors asked.

"Negative," the first one replied. "The muscles look like they are able to change back to a straight face."

He continued to examine the face. He picked up a special device and began to scrape the face. None of the white came off. "It appears that his skin pigment has been permanently altered."

"Not just that," a third doctor said, pointing to Napier's hair. "Look."

"Odd," the first doctor said. "His hair pigments have changed to green. I had not noticed that until now."

"That's not the only thing you missed."

"Who said that?"

"Look down here, dummy!"

All four doctors looked down at Napier. He had regained consciousness.

"Oh, crap," the fourth doctor said as Napier sat up.

"How did you survive?" the first doctor asked.

"I dunno. But you losers have done nothing but make me mad," Napier said, standing up. "I've been doing a lot of thinking while I was in that little coma. I've decided that reality sucks. Life is not full of enough laughter." Napier reached for the first doctor, and grabbed his throat. The doctor's face turned red. The other doctors tried to stop Napier, but he kept his grip firm. Once the doctor had died, Napier dropped the body and began to laugh. "That was funny! And that was only the beginning!"

"Why did you do that? How can it be funny?" the second doctor demanded.

"Because, I am the JOKER!"

Within minutes, all four doctors had been killed, as well as a few police officers who had rushed in, trying to subdue the Joker. Meanwhile, Joker had made his escape.

How could he ever make it up? Bills and rent had to be paid. Peter even overheard a conversation with the landlord a few days ago. Could Aunt May keep it up?

Suddenly, a solution popped into Peter's head.

Everyone at the bank was astonished. Jaws were dropped, and bankers were dropping money. Tellers stopped in mid-sentence as they turned their attention away from the people in front of them. Everyone in the bank stared up at the person hanging upside down from the ceiling.

Spidey waved. "Don't be alarmed folks! It's just your friendly neighborhood Spider-Man dropping by to open an account!"

One teller, a young blonde lady, was in awe. "Oh-open an account," she stammered.

Spider-Man flipped from the ceiling, and landed on the teller's desk in one fluid motion. "That's right, sweety. The superstar that I am has a lot of money, and no where to put it."

"Yes . . . I'm sure . . . But . . . er . . . do you have any form of ID? Driver's license? Social security number?"

Spidey grabbed one leg of the stool the teller was sitting on and lifted it up - with her on it - with apparent ease. "Hey, cutey, do you know anyone else who can do this?" He shot a webline at the ceiling. "Or this?" He then grabbed the teller, jumped onto the ceiling and began carrying her across the ceiling upside down. "Or especially this?"

Just as Spidey jumped down off of the ceiling, the bank president walked out of his office. "What's going on out here?" he asked. Then, he saw Spider-Man holding one of his tellers. "Miss Smith! What is the meaning of this!"

Miss Smith blushed. "It's Spider-Man, sir! He wants to open an account!"

The bank president's expression changed. He grabbed Spider-Man's hand, like a comic fanboy who had just been asked by Stan Lee to help him write a comic book. "Spider-Man? The TV star? This is an honor! We will serve you any way we can!"

"Now you're talking!"

A few minutes later, Spider-Man was standing at a desk, filling out application forms. The bank president had already stated that he could fill out only the ones he wanted to.

"Of course," he said, "all the identification we need from you in the future is a demonstration of your powers."

"Not a problem," Spidey replied. "I'll be depositing ten-thousand dollars today."

"I'll just empty my bank account! We can use that money for bills and rent!" Peter exclaimed.

A few minutes later, Spider-Man had returned to the bank and was holding its president up as he hung from the ceiling again.

"WHAT DO YOU MEAN I CLOSED MY ACCOUNT?! I NEED THAT MONEY!" Spidey screamed at the president.

"But you came in a week ago, and emptied the account. Took all of the money in cash!"

Spidey let the man fall to the ground. "Didn't you ask for a demonstration of powers?"

"Yes! The powers were exact! Just like the other times you've been here!"

"Idiot!" Spidey shouted as he walked out of the building.

"Who could have duplicated my powers?" he thought as he returned home.

Peter sat on his bed when he returned home. "I can't go back into show-biz. Max just up and moved to the west coast. Didn't even tell me good-bye. Sleezeball!"

Peter lay back on the bed, thinking. There was a knock on the door. Aunt May stuck her head in. "Peter?"

"Yeah?"

Aunt May walked over to Peter's bed. "There's a story in today's paper about your uncle's death, if you want to read it."

"Okay. Just leave it on the nightstand, please."

"Peter, are you okay?"

Peter sighed. "I wish I could have prevented Uncle Ben's death."

"Dear, there was nothing you could have done. No one could have done anything." May left the room.

"I could have," Peter thought to himself. "I could have stopped the burglar at the studio. But I didn't, and now Uncle Ben is dead."

Peter leaned over and picked up the paper. He skimmed the article, which managed to make front page news of the Daily Planet, and then looked at the sidebar. One item caught his attention.

"Attention! Photographs wanted! The Daily Planet will pay top dollar for exclusive photos of The Joker! Details on page three."

Peter thought that that would be an excellent way to get money. However, his mood turned sour as he read the article on page three. It told of how the Joker's incident at the police station, and the absence that had followed. Now, he had resurfaced and had begun killing again. Peter felt queasy all over again.

"Oh, no!" he said. "The Joker is the burglar that killed Uncle Ben!"

May looked up from the Daily Planet she was reading in the living room. "Why, I think I may have one left over from the trip we took to Florida last year. Why do you want one?"

"Well, you always say that every boy needs a hobby, and I was thinking of trying photography."

"That sounds good. I'll go look."

Five minutes later, Peter had a camera and was trying to hook it up to his Spider-Man costume. It was slightly difficult, as he had to compensate for the nano-machines flooding over it.

After much effort, and getting nowhere, Peter decided that it was time to visit Professor Hamilton.

"Oh, my!" he exclaimed as he opened the window to let Spidey in. "This is quite unusual!"

"Hello, professor," Spider-Man said.

"Spider-Man!" Hamilton exclaimed. "I have seen you on TV! But, why are you here?"

"A . . . friend referred me to you. I have a technical problem with my costume."

"What is the problem?"

"The costume is made of nano-machines. I assume you know what those are."

"Oh, yes I do. I just gave some to a young friend of mine a few months ago. Are the machines defective?"

Hamilton stroked his beard. "Well, that task should be easy. All you have to do is reprogram the suit to have pockets."

"Can the camera take pictures from that pocket?"

Hamilton's eyes widened. "I'm not sure, but I should be able to program it to be able to. If nothing else, I can build the camera into the belt buckle which I assume holds the nano-machines."

Spider-Man thought for a moment. "Would it be a traditional camera with film, or digital?"

"For space purposes, it would have to be digital."

"Going back to the pocket idea, couldn't the nano-machines directly in front of the camera be programmed to be transparent?" Spider-Man asked.

Hamilton thought for a second, and then snapped his fingers. "Of course! Sounds like there's quite a scientist under that mask."

"I wish I could tell you," Spider-Man said. "So, is there a way that we can make these changes without me having to take the costume off?"

"Let's find out."

Fifteen minutes later, Professor Hamilton and Spider-Man had installed a special pocket for a camera in Spidey's belt. They had simply reprogrammed the nano-machines in front of the camera to emit a special translucent force field, allowing the camera to take pictures.

"Thank you for all of your generous help, Professor Hamilton," Spider-Man said as he walked to the window.

"You are quite welcome. I hope that the camera works and helps you however it needs to. If not, you know where to come."

Peter smiled under the mask. "Yes, I do." And with that, he shot a web out of the window and was gone.

"How wonderful!" Joker shouted across the warehouse as he walked in the back door. "I really have done a good job with the decor! Always feels like home sweet home when I come back after a crime."

Joker listened to the sirens in the distance. They were police sirens, heading for the scene of his latest crime. It wasn't a murder; those were becoming so insanely boring. Instead, the Joker had robbed a convenience store and then shot all of the employees with laughing gas. Some might survive and make a complete recovery. However the rest would just have permanent smiles plastered on their faces.

Joker walked to the armchair which he had situated in the middle of the warehouse. He sat down and looked around. Nothing blocked his view of the walls on all four sides, save for a set of equipment on one side. Behind that equipment, the wall looked as if it had been repaired. For a brief instant, Joker wondered what the warehouse had been used for. A drug ring in the forties, if I'm not mistaken, he thought before his shattered, insane mind shifted to another thought.

"Now it is time to commit some madness against one of those, whatdotheycallthem, oh yes - superheroes!" Joker exclaimed, standing up, forgetting that no one could hear him. "But which one? I haven't have many dealings with any . . . of . . . them." Joker slowed as he tried to remember one night. Only a week ago, but it seemed like it was a lifetime before.

"Except one," he said. "Spider-Man."

Joker thought for a moment. Or, at least, he stood in the warehouse, trying to think, since it was hard to do in his fragile mind.

Suddenly, he had a great idea.

It didn't give much information about the Joker's hideaway, but Spidey continued to read it to figure out the best use of the camera.

At the sound of sirens, he looked up. The hologram automatically shut down. Spider-Man looked down and saw the cops pulling up in front of a store near him. He shot a webline and swung down to investigate.

As he landed, he saw several officers from the Gotham precinct, most of which had been at the Parker home following Ben's murder. Spidey couldn't let on that he knew them. He approached one of the officers.

"Hello, officers. What might be the problem?" he asked.

"Spider-Man!" the officer exclaimed. "What is a big-shot TV star doing here?"

"Trying to find out what is going on here."

"Turning to crime-fighting now?"

A second officer, who had been standing behind a squad car, shouted to his partner, "Yeah, didn't ya hear? He stopped a criminal the other night!"

Spider-Man sighed and ignored the comments of the officer. "I might. My agent left town last week and I haven't been able to get any work. No sense letting my special abilities going to waste. So what's the deal?"

"Well, Spidey, it looks as if the Joker struck again."

Underneath the mask, Peter Parker's eyes grew wide, and his jaw dropped. "Do you have any clues as to where he is?"

The policeman took off his hat, rubbed his hair back and put his hat back on. "Well, most of his hits this week have happened in the waterfront district."

Spider-Man shot a webline up. "Thanks for your help officers." he said, swinging up.

The officer looked up. "Wonder what his special interest is."

The second officer looked at him. "Dude! That criminal he stopped the other night was the Joker!"

He stood up and transformed into Spider-Man. Seconds later, he was web-slinging to the waterfront.

Spider-Man would have to come!

In one fluid motion, Spider-Man leapt from the top of the warehouse he was on, sailed through the broken skylight, and landed on the floor of the warehouse. In the meantime, he had also checked to make sure that the camera was still attached to his belt.

Joker laughed. "Spider-Man! How nice of you to drop in!"

"Yeah, laugh all you want Joker," Spider-Man said as he thought, "Man, I hope that the camera is working with the special motion sensor I added with Hamilton's help."

Joker rushed at Spider-Man, and Spidey heard the click of the camera. Spidey felt the strange tingling feeling he felt the week before when he left his house as the Joker attacked, and side-stepped. Joker fell flat on his face. Spidey quickly pulled the camera to his face and snapped a picture before putting the camera back.

Joker looked up. His cheeks were turning run from embarassment.

"Why, Jokey," Spider-Man said, "your red cheeks really complement your green hair and pale complexion. You should get more sun and improve on that."

"You laughless arachnid!" Joker shouted, getting up. Spider-Man came closer and punched Joker. Joker was down long enough for Spidey to mount the camera on the wall. He realized that he wasn't getting many pictures of the actual fight.

As Spidey came down off of the wall, Joker was waiting. He had found a wooden beam lying on the floor, collecting dust, and previously unnoticed. The Joker held it like a bat and swung. Spider-Man didn't know what hit him.

He groaned as he hit the floor. Some of the nano-machines had projected a mini-forcefield, but not enough to totally cushion the impact. Spidey lay on the floor for a few seconds, and then lifted his right arm.

"What are you doing, bug boy?" Joker asked.

Spidey bent his middle and ring fingers in, as if making a fist with only those two fingers. He pressed down on the special sensor which controlled his webbing. A thin polymer strand of the "webbing" flew across the room, to the point on the ceiling at which Spidey had been aiming. Spider-Man was able to retract a little bit of the webbing to pull himself up and swing towards the Joker. His feet kicked straight out, catching the Joker square in the jaw.

Spider-Man heard the satisfying click of the camera on the wall. He looked down. Joker was unconscious. Spidey climbed up and put the camera back in its pocket.

"Sp-spider-Man!" he exclaimed. "With the Joker! Hey, guys, come over here! We got a catch!"

Two big, burly officers, who looked like they could have been security guards at one point, walked into the room. Spidey handed the Joker over to them.

"No need to thank me, folks," Spider-Man said, waving to the three police officers on his way out. "Just my duty as a concerned citizen!"

The officer behind the desk stared out the door long after the wall-crawler left the station.

"What the--?" he asked, looking down at his wrist. He mentally pushed the nano-machines over his webshooters aside. He pressed the control a few more times. Nothing happened. "Drat! I'm out of web fluid!" He sighed, and the costume came off. "I guess I'll have to go to the photo shop the normal way, and then come home to fix the webshooters while I wait."

Peter was walking downstairs when Aunt May called him from the kitchen. "Peter, is that you?"

"Yes, Aunt May."

"What are you up to?" she asked.

"I'm off to the photo place to get these here pictures developed. Then I'm going to the Daily Planet to show them these pictures," Peter replied, walking into the kitchen. He saw Aunt May drying dishes.

May put the dish that she was drying down and turned around. "Whatever for?" she asked.

"Well, I happened to get some pictures of the Joker and Spider-Man fighting. I figured I'll take the photos to the Planet and get some money!"

"Yes, I remember that ad. But, oh! That awful Spider-Man! You know, that burgler that killed your Uncle Ben was ranting about Spider-Man. And, oh my goodness!" With this, May put her hands to her mouth. "I just remembered that the paper said that the Joker was the burgler that killed him! I hope you were careful!"

"Neither one saw me," Peter replied. Which, in fact was the truth. The Joker never saw under Spider-Man's mask, and Peter couldn't exactly see himself. He looked at his watch. "I better go, Aunt May, so I can still get the one-hour service!"

Fifteen minutes later, Peter looked up from the webshooter. He had finished making new cartridges, and then pressurized the shooter, so that when one cartridge would run out, the next would take its place.

Looking at the clock, Peter reassembled the webshooter, stood up, grabbed his jacket and left to retrieve his photos.

"Are you the kid who came in with Joker pictures?" he asked.

Peter stood up and handed the photos to the man. "Yes, sir. Here they are."

As the man looked over the photos, his face turned into a smile. "Kid, these are good. I'm sorry, but I didn't catch your name."

"Peter Parker, sir."

The man shifted all of the pictures into his left hand and stuck out his right hand. Peter grabbed it and shook it. "Perry White, editor in chief," the man said. "You must tell me how you got these. It's almost as if you were right on top of them!"

"It's a trade secret, Mr. White," Peter replied. "But if you want more, I think I can get more!"

"Good, good," Perry said, putting the pictures down on his secretary's desk. "Peter, there are some people who I would like you to meet. Lois! Jimmy! Come over here!"

Two people walked over to where Perry and Peter were standing. One was a dark haired woman, in her thirties, Peter thought. She was wearing a grey skirt with a red shirt. The other was a red haired young man, about Peter's age, maybe a year older. He was wearing jeans and a t-shirt with a long sleeve shirt over it. Perry put his hand out to introduce him.

He pointed to the woman first. "Peter, this is Lois Lane, our Pulitzer winning reporter." Peter shook her hand. "Please to meet you, Ms. Lane," he said. "I've read a lot of your work, and it's great."

"Thank you," Lois answered.

Perry gestured to the boy. "And this is Jimmy Olsen, our other outstanding photographer."

Peter shook Jimmy's hand. "Nice to meet you."

"Same here," Jimmy replied.

"Lois, Jimmy, this is Peter Parker. He's our newest photographer," Perry announced. "Peter, you'll be working here with Olsen. He'll teach you the rest of what you need to know. I think the three of you will get along fine."

Peter smiled. "I hope so!"

"Yes, sir," Peter answered. "School is out for the summer, and I should be able to come in a lot!"

Perry smiled, admiring Peter's spunk. "Good. Now, Olsen, give Parker a tour of the place. Lois, you can do whatever you were doing." He turned and returned to his office.

"Nice to meet you, Peter. I have a feeling we'll be working together a lot. Maybe now, someone will give Jimmy here some competition," Lois said with a smile as she turned and walked back to her desk.

Peter turned to Jimmy.

"So, Peter, what school do you go to?" Jimmy asked.

"Midtown High. I'll be a senior next year."

Jimmy's jaw lowered a bit. "Really? That's where I go to school, too! I'll also be a senior!"

Peter tilted his head, trying to study Jimmy's face. "Yeah, I thought you looked familiar."

"Parker, Parker," Jimmy said, thinking aloud. "Hey, aren't you the brainy kid? The one that was in that accident last year?"

Peter smiled. "That's me."

"That's why I didn't recognize you. You don't have your glasses!"

"I stopped wearing them about six months ago."

Jimmy motioned around the City Room. "Want to take that look-around now?"

Peter shrugged. "Might as well."

"Hey, Parker!" someone called out. Peter looked back. He saw a brown haired jock driving a car coming up the street. The car pulled up to the curb. Peter sighed and walked over.

"Flash Thompson," Peter said.

"Hey, Parker. How you doin'?" Flash asked, flashing his smile showing off his perfect teeth.

"I'm doing okay. I just got a job at the Daily Planet."

"Really! What are you? Hot-shot ace reporter?"

"Nope. I'm a photographer."

"Cool. Wait a minute! I think I know someone who's a photographer for the Planet." Flash snapped his fingers. "Jimmy . . . something!"

"Jimmy Olsen. Yes, we've met."

"So, how did you become a photog?" Flash asked.

"I was able to snap some pictures of Spider-Man fighting the Joker."

"Spider-Man!"

"I assume you've heard of him."

"Who hasn't! He like - the coolest! Well, nice talking to you, Peter. See ya 'round!"

With that, Flash drived off, and Peter began walking again, wondering why the star football player had just had that conversation with him, all around posterboy for school nerd.

Suddenly, he felt a buzzing, tingling sensation. He looked around, and then ran to the window and looked out, but saw nothing. He walked over and looked out his bedroom door. Nothing.

'What was it?' he thought. 'Why did I felt that buzz?'

Outside, a dark figure sat in a tree, looking at the houses in the neighborhood, laughing.

"Oh, I am so happy for you, Peter," Aunt May said. "I'm sure it will be a lot of fun for you."

"I'm sure it will too, Aunt May," Peter replied between bites of his hamburger.

"Just don't do anything too dangerous."

"I'll try not to, Aunt May."

"A shame though that you got the job with pictures of that awful Spider-Man. That crazy man that killed your uncle was raving about that madman," Aunt May said, yet again. "But, a job's a job."

Peter had heard this before, and so he ate the rest of his dinner in silence.

At the podium, Lex Luthor was making a speech. Peter lifted his camera and snapped some pictures as Lois took notes.

"And so, this is my way of giving back to the community," Luthor said, with a smile that was obviously for the cameras. "LexCorp has appropriated the funds to build a park for the neighborhood children on this site. But, this will be no ordinary park. I have helped in the planning and development for a special facility which will allow children to come in and learn about new technologies, and hopefully have a little fun . . . "

Luthor continued, but Peter stopped paying attention. He was there to take pictures, a job which didn't involve listening to Luthor ranting. He leaned toward Lois.

"How much longer will he be?" Peter whispered.

"It depends on how much he actually cares about this project," Lois replied. "It shouldn't be too long. Most of this information has already been put out. This is just the groundbreaking."

"Then dig a chunk of dirt up and get this over with!"

"Be patient, Peter. I'm sure it's not that bad."

Peter smirked.

The man stood in the shadows. He wore a greenish outfit. He picked up a large bowl and placed it on his head.

Lifting his right hand, mist swirled away from it. The scenery in front of him faded and changed. He now stood on a beach.

Under the mask of glass, he smiled.

"I've heard of slow news days, but this is the slowest," Lois declared. "The only newsworthy item is the groundbreaking."

Peter sighed. "What we need is a big story to blow people's minds."

As if on cue, all of the windows on the exterior wall of the City Room shattered.

"What the--?!" Lois screamed.

Perry came out of his office. "Great Caesar's Ghost!" he exclaimed. "What in the world did this?"

Suddenly, the wind picked up and a man floated in. He was tall and pale, wearing a dark green and black suit. He was wearing white gloves with the fingers cut out. On the ring finger of his right hand, he wore a strange ring.

"I come for Spider-Man!" he proclaimed. "I am Lax, a member of the CORPS. I demand to know where Spider-Man is."

"What makes you think that we know how to find him?" Lois asked.

Lax floated over to her and stared at her. "Because," he said. "You recently published pictures of his fight with a madman you call the Joker."

Lois looked at Peter nervously. Lax noticed this and turned his head to the young photographer. "Where you the one to capture the image?" he asked.

"Yes," Peter replied. "But I don't know how to find Spider-Man. He usually shows up when there's trouble."

Lax looked at Peter, and then turned to Lois's desk. He picked up her monitor and threw it across the room. The screen shattered and the casing broke.

"There. I have made trouble. Now, where is Spider-Man?"

No one said a word.

"Very well," Lax said. "I shall have to do this the hard way." He picked Lois up and ran out the window.

"No!" Peter shouted, running to the window. He saw Lax floating down, giving him a little wave.

Everyone in the office was stunned. Perry looked around. "Well, what are you waiting for? A story just literally crashed into our office! Parker! Go get some pictures!"

"Yes, sir!" Peter exclaimed as he ran down the stairs. The elevator was in use, and he could waste no time. Not many people used the stairs, so it would be a safe place to change into Spider-Man.

He activated the nano-machines, and Spider-Man burst out onto the ground floor, and ran into the street. He quickly saw Lax.

"Hey, YOU!" he shouted. "That's not the way to treat a lady!"

"Well, well," Lax said, turning around. "It looks like I was right." He put Lois down. Spidey saw that she was tied up with something, but he couldn't tell what. Quickly, he attached his camera to a wall nearby as Lax walked over. That was for general shots, which would get both opponents. He still had the second camera that was built into his belt.

"I heard you were looking for me," Spidey said.

"Yes," Lax replied. "I am here to see if Earth is ripe for the master."

"Master?"

"I must see if events long planned have begun."

"And what do I have to do with this?"

"You are an anomaly. You are not accounted for in the master's plans."

"And what are these plans?"

"I cannot tell you. Besides, in a few moments, it will not be of any concern to you."

"Why is that?"

"Because," Lax said, very frankly, and with a bit of an evil smile, "you will be dead."

"Why me?" Spidey asked. "Why not Captain America, or that Bat guy in Gotham, or even those Young Justice brats? Why me?"

"You were the first one that I saw. Therefore, you must be wiped out."

Spidey released two weblines, one attached to each of Lax's legs. "Let's see how well you can wipe me out while you're on your back!" he exclaimed as he pulled on the weblines. Lax remained standing. He laughed.

'Oh, no,' Spidey thought.

Lax grabbed the webs and pulled hard. The force made the wallcrawler fly forward, right at Lax. As he got nearer to Lax's face, Lax punched him, sending him flying back even farther than he had run. He landed several blocks behind the Daily Planet.

As Spidey tried to regain his composure, he groaned. He knew he was embedded in pavement. Traffic would be a nightmare for hours. The blackness was coming over him. He wanted to welcome it, but then he saw Lax standing over him.

"Still alive?" he asked. "We'll just see about that!" He reached down and picked Spidey up, tossing him back the way he came.

Spidey stuck his arms out and fired weblines. That stopped his flight. Lax came running. Spidey jumpped up and landed on his opponent's back, knocking him down.

"You are a good fighter," the corps member said. "But not good enough!" he added as he backflipped, sending Spidey crashing back into the pavement yet again.

Spidey let the webbing build up inside his webshooters for a while. He lay on his back, waiting for Lax to come after him, which he did. As soon as Lax was standing above him, he fired both balls of impact webbing, one into Lax's head, the other to an area on his body which should have put him out of the fight for while.

Lax stumbled back. Spidey stood up and began to punch Lax continually in the face and gut. He was causing his opponent to move back, which he considered a good sign. It was a good thing, until Lax was able to punch back.

Spidey stumbled back a few feet, holding his stomach, trying to catch his breath. Meanwhile, Lax came running at him. Spidey saw this and groaned.

"You know," he said, "you keep running at me like this, and I'll never get a decent joke in!"

"Funny," Lax said, hitting the webslinger in the gut. Or so he thought. Instead, Spidey had had enough time to erect a webshield and push Lax back.

Lax fell to the ground. He laid there, on his side. 'This isn't working. Brute force isn't enough,' he thought.

He stood up. Spidey rushed him, and the next thing the wallcrawler knew, he had been batted away, literally.

"Where the heck did that bat come from?" he asked.

Lax gave no answer. Instead, he silently walked over to Spider-Man. Before he could get there, Spidey leaped up and jumped, trying to grab the building behind Lax. However, he felt a chain around his foot, and was pulled down hard.

'Man, the only way to get out of this is to fake either major injury or death,' Spidey thought. 'I've spent most of this massacre on the ground.'

"What happened?" he asked.

"Some lunatic came in and shattered all the windows, demanding Spider-Man," Perry answered.

"Why here? Why Spider-Man?"

"He claims it was because of the story and photos we recently ran."

"Where's Lois and Peter?"

"Lois was kidnaped by the . . . person, and Peter is out getting pictures, I hope."

"What do you want me to do, chief?"

"Spider-Man's fighting the guy outside. I want you to get some photos, in case Parker can't. Mostly, try to get the damage and the crowd reaction. Parker should be getting the fight."

"Okay!"

Smiling, he walked back to his desk to begin a new editorial. "Blasted superhero caused my building to be destroyed," he muttered.

Police arrived on the scene just as the perpetrator was making his getaway.

One of the cops got out of his car and watched him leave. He pushed the button down on his radio. "Uh, command, I have a clear ID on the perp. It appears to be the quote superhero known as Spider-Man."

"I have tortured you," he said, bringing the hero down slowly. "Now, I shall BREAK YOU!" he shouted.

Spidey acted fast. He commanded the nano-machines to emit an electrical charge. The charge was enough to make Lax drop him. Spidey used his agility to land on his feet.

Click!

Spidey turned around. 'Olsen!' he thought. 'He's taking pictures too! Gotta keep him away from Lax. Of course, Lax's only plan is to turn me into worm food.'

Suddenly, Spidey felt the wind get knocked out of him. He doubled over, surprised that he hadn't been knocked several feet back. Looking up, he saw Lax, on one knee, grabbing his right hand. Spidey took the opportunity. He came up and slugged Lax right upside the head.

All this time, he was formulating a plan. He had to get out of the Spider-Man suit, and make it appear dead. Of course, he also had to make sure that he could get the suit back after Lax had realized that the fight was over.

Of course, if he kept this up, he wouldn't really have to worry about that plan. Webbing Lax up, he heaved and began swinging. Lax was twirling around in the air. Spidey aimed for outer space and let go. Lax went flying.

Spider-Man ran over to Lois and was able to get her mouth free. She was still bonded though.

"What are these things?" he asked.

"I don't know," Lois replied. "He made them materialize out of thin air."

"What?"

"Look, all I know is what I saw."

"Okay, okay," Spidey said, helping Lois up. "Quickly, get back to the Planet. You should be safe there. I'll try to finish this fight as fast as I can."

Spider-Man turned around and saw Lax. His stood tall and proud. His body glowed with a greenish aura. Or maybe it was yellow, or blue. Spidey couldn't tell.

Lax came closer. He formed a bat. Spidey thought fast and activated his light. It shined bright. He quickly switched it to regular, so it would blind Lax.

Lax brought the bat down, but it disentigrated. He took a step back, grabbing his head. Spidey came up and punched him in the gut before shutting the light off.

'Lax,' a voice said into Lax's head. Even Spider-Man couldn't hear it. 'Lax, you must return. This one is not worth it. Besides, there are many others. Return, and we will stratagize.'

"Yes, master," Lax said.

"Huh?" Spidey asked. "Who are you talking to?"

"None of your business, peon." Lax turned and walked away. However, two steps later, he turned back and charged Spidey. "I will leave now. But rest assured, I will be back!" With that, he decked Spidey so hard, Spidey passed out.

As Lax left, Lois's bonds disappeared.

However, when he got home and looked in the mirror, he couldn't see any physical bruises. That was good. He didn't have to worry about hiding anything, or coming up with excuses.

He really started liking the nano-machines. However, some changes would have to be made to the costume.

"Mr. White, here are the pictures," he said holding up the film. "Should I get them developed immediately?"

"Yes, Parker," Perry replied. "I think it's too late for the evening edition, but we should be able to make tomorrow's morning paper. Get Olsen to teach you how to develop."

"Yes, sir! Where is Jimmy?"

"He should be in the darkroom."

"Peter! You have pictures that need developing, too?"

Peter held up the roll of film. "Mr. White said I should get you to teach me . . . "

Jimmy opened the door. "Come on in!"

"Wow," Jimmy said. "These are great. How did you get them?"

"Well," Peter replied, "some of them, I got from a building nearby. Because of the fight, I was a bit shaken up. I think I still have a small headache."

"No kidding."

"So where were you all morning?"

"Me? I was downtown, buying some film, looking at new cameras."

Peter looked at his. "Yeah, I guess I better think about a new one soon. Maybe after the first few paychecks."

Jimmy laughed. "That's the truth. It was at least three months before I thought about getting a new one."

"Are they that expensive?"

"Not really. It's just that you don't want to use your entire paycheck for it."

'I wouldn't have to if someone hadn't stolen Spider-Man's money,' Peter thought. 'Then again, I wouldn't be here. Maybe some day, I'll find that money.'

SPIDER-MAN: MENACE!

It would be in big bold letters.

'That wallcrawler cost me much money. Now I must pay to repair the windows in the City Room, and everything else that was lost. Someday, I'll get that wallcrawler, webslinging menace,' he thought.

As he finished the editorial, he clicked the send button. The editorial was on its way to the press. Although, because of the big news day, it would be bumped for several days.

Peter looked over the paper and smiled.