3RD POV:

In the City of New Remnant, we see people having their normal and delayed activities. The city has always been in bad shape all because of the Grimms, White Fangs, The Sinister Six, and all those that want to take over the world, but that is why the City has the Greatest Heroes around and who are they? Well it's none other than The Ultimates. They are one of the Mightiest Heroes New Remnant has ever gotten. Yep, it seemed like the City was going to have a peace- *Interrupted by a Big Explosion at Vale Bank*. Around the Bank there were Three New Vultures, One looked as if they were using some kind of Vulture Armor like Adrian Toomes But different, The other one looked like he was trying to make some better improvements to the Suit, while the other looked like a Mutated Human Vulture.

Vulture 1 look:

Vulture 2 look:

Vulture 3 look:

Vulture 1: *Smirks and looks around* Alright, let's go and see how much we made, Got that!?

The two Vultures nodded their heads as they began to fly up on the city, flying away with the stolen Lien. The Vultures kept flying knowing no one would nor could stop the new Vultures that could or were better than Michael Keaton, but that was when the sound of a friendly neighbor was heard.

???: *Swinging around to the Vultures* Really new Vultures? What's next, a pack of Pigeons coming to steal popcorn?

The Vultures turned around and saw it was none other than Miles Morales or better known as Spider-Man. The Vultures looked at each other as the 3 one spoked.

Miles Morales (Spider-Man) look:

Vulture 3: We can fight this Spider or split up and make sure he can't take all of the cash.

They all agreed as the three of them split up, Vulture one went straight, Vulture 2 went to the left, and Vulture went to the right. This made Miles sigh as he didn't understand why the Villains never just give up and surrender, but they also made him Smile as he tapped on his earphone that was under his Mask. Miles was calling his Friends/Student/Partner as the person then picked up.

???: *Talking on the Phone* Hey Miles, how is it going? And have you- *Gets interrupted*

Miles: There's a Mutated Vulture coming around your location, I need you to Suit up and get him.

???: Shouts on the Phone* WAIT WHAT!? Dude, I can't dude this I have School and then I need to get to work.

Miles: I know, I know. But I can't do this alone okay, Plus Remember what I told you about Great Power and-*Get Interrupted*

???: *Sighs* And Great Responsibilities, Okay I'm on it.

The Call soon ends as Miles sighs and web swings to the Vulture that was in front of him. Miles would think about everything that Peter once told him and showed him about being a Hero as this made him want to keep being Spider-Man.

Miles Thinking: Come on Miles, you can't let Pete down, not now and not ever!

The person that Miles was talking to put his Scroll away as he began to run to an alleyway. In the alleyway he began to jump on the walls while taking off his clothes showing that underneath him, he was wearing a Red and Blue Spider-Man Suit. When he landed on top of the Roof he started to run to the edge as he threw his backpack to a wall as he then shot his Spider Webs from his web-shooters making the backpack stick to the wall. The Person soon jumped off the edge as he saw the Mutated Vulture passing by him as he shot his webs on his back making him being taken by the Mutated Vulture. The Mutated Vulture turns around and his eyes widen making him shout.

Mutated Vulture: *Shouts in anger* SPIDER-MAN!?

He asked in both Confusion and Anger. This made the Young Spider-Man smile under his mask as he looked at the Mutated Vulture and said.

Spider-Man: Wow, you know when my friend said you were a Mutated Vulture, I was hoping you would at least look Cool and not Ugly.

The Mutated Vulture looked at Spider-Man with Rage as he used his claws to cut his web making Spider-Man shoot another Web Building a wall, but the Mutated Vulture charged at Spider-Man letting his anger take over. Spider-Man looked at him charging at him fast as he couldn't react fast. The Mutated Vulture grabbed Spider-Man by the neck as he tackled him to a wall hard. The Mutated Vulture brought his face close to Spider-Man's and said.

Mutated Vulture: I'm getting really tired of seeing Spider people around here making those Stupid jokes and just getting in my Fucking Way!

Spider-Man: *Looks at his face* And I'm getting tired of Super Villains with Great Power using them to steal from others, but you don't see me choking someone.

Mutated Vulture: *Gets more closer to his Face* You know what, your right. How about instead of choking you, I eat you.

The Mutated Vulture said as he was ready to eat him, but Spider-Man smirked as both his hands were sparking with red electricity. The Mutated Vulture got so close that he forgot about his guard making Spider-Man take advantage of this. Spider-Man put both his hands on The Mutated Vulture's chest as he gave him the Venom Stinger, making him Scream in pain and letting Spider-Man go. Spider-Man kicked The Mutated Vulture off of him as The Mutated Vulture was following almost hitting the floor, but Spider-Man Webbed his foot saving his life before hitting the floor to his death. Spider-Man Sighed as he smiled knowing he took one Villain down, but needed to help Miles to take the other two.

Spider-Man: I better go to Miles, He may need-

Spider-Man stopped talking in mid sentence when he saw the police having both the Vultures that were webbed and were coming to take the Mutated Vulture as well. Spider-Man sighed as he began to web swing to the location where both Miles and him could talk, but while swinging, Spider-Man felt useless as he could only beat one Super Villain while Miles beat two of them.

Miles POV:

I was on top of the roof with some nice warm pizza and some nice cold soda waiting for my friend to talk to him about today's Crime fight. I took off my mask as I had a smile remembering the good times when me and Pete would team up, have fun, and just relax like a family... but those days are down even if I wish they weren't. I soon saw my friend swinging around here and he landed on top of the roof with me.

Miles: *Smiles* So how did it go, dude?

He took off his Mask showing a sad face as he sighed and sat down on the floor.

???: Miles... Are you sure I'm the right guy to be part of... all this I mean I... I'm not like you nor Peter. You both are much Stronger, Smarter, and Better and-*Gets Interrupted*

Miles: Look, Before I became Spider-Man, I was just like you and so was Peter *Smiles and ruffles ??? hair* Be yourself and don't think too hard when doing this okay... Felipe.

Felipe sighed as he needed his head. I know Felipe is going through a hard time but at the same time he was going in the same bath as me and Pete when thru to become the hero we are. If only Peter was still around, he could show him more then what I know about being Spider-Man. I looked at Felipe who was eating a slice of Pizza and drinking some soda reminding me of the time me and Pete would do this after a job well done, It makes me smile. I sighed and rubbed the back of my neck knowing what I'm going to tell Felipe, Was going to be hard for him to understand.

Miles: Felipe... I need to tell you something and it's very important.

Felipe: *Looks at Miles while having some pizza in his mouth* Humm?

Miles: I may not be around here sometimes since both The Ultimates and Neck want me to teach the new students around the Academy.

I said this to Felipe as I saw him spit out his soda hard before starting to cough. 'Maybe I should have told him tomorrow' is what I thought.

Felipe: *Shouts* DUDE!!! YOU CAN'T JUST TELL ME SOMETHING LIKE THAT ALL OF A SUDDEN!!!

I sighed and scratched my head knowing he was right mostly cause what i'm going to tell him is going to get him more angry and maybe make him want to stop talking to me for a week.

Miles: Ya I know but that's not all *Looks at Felipe with a serious look on his face* I'm leaving tomorrow.

Felipe: *Gets agree and shouts* TOMORROW!? What the hell!?

Miles: Felipe calm down okay. Look, I've been wanting to tell you this since the day they told me I would have to be doing this but I know you had more training and that's why I stayed a bit more longer with you but please you must understand.

I saw Felipe sitting down on the edge of the roof with his head down as I sat down next to him looking at him.

Felipe: *Sighs* I understand Miles, really I do. After all, Shield and The Ultimates see you just like Peter Parker, the first ever Spider-Man who was just... Amazing. So it makes sense that they would want you to teach others how to be great heroes.

I looked at him with wide eyes as this even made me smile. I ruffled his hair again as this made him push my arm off his head.

Felipe: *Fixing his hair* Dude come on, you know how hard it is to brush my hair?

Miles: *Shrugs and gets up* Don't know but if it bothers you maybe it's time for a haircut *Shrugs as he puts on his mask*

Felipe: *Sarcastically laughs* Very funny, Miles. But I don't want a haircut until it's longer.

I rolled my eyes as I then grabbed something from behind the wall. Fury and I think Felipe needed some new upgrade to his suit but at the same time we believe he needs to make his own upgrades.

Miles: Hey Felipe, here's a goodbye gift from Fury and Me.

Felipe: *Looks at the Gift book in confusion* Umm... isn't the other way around since you know... you're the one leaving and not me?

Miles: *Smiles and shrugs* Ya it would be but don't think it like that okay, we just wanted to give you something okay Felipe.

I fired a web onto a building and stood on the edge but before I swung, I looked at Felipe and smiled under my mask.

Miles: Felipe, I'll be coming back sometimes but I do need you to keep the city save so *Holds a rock hand sign* You must take the oath "I promise to do everything in my power to protect this City"

Felipe looked at me confused as he put up a rock hand sign. I could tell he was struggling to say the same thing I said and I don't blame him after all if he takes this oath like how I did he'll have to protect the city and make sure every life is well protected.

Felipe: ....... I promise to do everything in my power to... protect this City.

I smiled and began to swing around the city knowing that they are in great hands.

Miles Thoughts: Peter, if you were only here, you would see Felipe becoming a great Spider-Man like how we were.

Felipe POV:

I looked at Miles who was swinging around the city knowing he was going to go back home to get his things for tomorrow. I looked at the Gift Box one more time and sighed, I knew that Nick Fury and Miles had something planned but I just wished it wasn't me. I put on my mask, grabbed my backpack, put the gift inside and fired a web on a building.

Felipe: Okay Felipe... do screw this up.

I jumped off the edge and began to swing around the city but while doing that I began to think about how I became this how this all started and... it wasn't a fun memory I would forget that this is the reason why I started to fight for others and not for myself.

Flashback Felipe's Age 8:

This all started around my old house with my parents. We would always play, watch movies, and just be a happy family. Both my Mom and Dad were scientist but they always made their time for me, they showed me a lot of things that I started to like, and even taught me things at a young age that helped me around but that all changed one day. I was in my room finishing some class work while drawing on my papers when I heard my parents come back. I smiled and stopped doing my work as I left my room. I was running down stairs to hug them but that's when I heard them shout.

Father: Listen to me! We need to leave as of right now, They found out what I saw doing and won't stop until they have Me, You, and our Son.

Mother: I understand but *Tearing up* We can't take Felipe with us because if they find us, They will hurt him.

I was walking to them and saw my Dad holding my Mom who was crying which made me confused seeing as I was only a Child.

Felipe: Mom, What's wrong? Why are you crying?

When I spooked up both my parents saw me and had a worry look while my Mom had tears running down. My mom walked to me as she held me onto her arms and had a smile on her face but was still tearing up.

Mother: Felipe, we are going to be leave so let pack our things okay *Tears up hard*

I started to get worried since I never seen my Mom cry like this before but before I was going to say something to my Mom but my Dad hugged her from behind.

Father: Don't worry Sandra, I know someone who has to help us... he put us in this now he has to help us.

I was confused as to what my Dad said but all I could do was hug my Mom wanting to see her smile and not cry. They all soon began to gather everything they'll need and my Mom packed my belongings. I wanted to help them but they told me not to because we need to leave fast. I looked at my Dad who was gathering some papers and a Flash Drive while talking to someone and soon began to shout at whoever he was talking to saying that it's his fault and now he needs to help him or their blood on his hands. I was getting scared from this because I never saw them worry where to the point my Dad would shout and my Mom would cry this hard. After what felt like 5-10 Minutes I heard someone knocking on the door. My Mom walked to the door and opened it as we both saw some Guy and a Woman. My Mom seemed to know them cause they started to talk but I just walked away feeling scared from strangers. The Woman saw me and walked to me as she bent down to my level and gave me a warm smile.

Woman: You must be Felipe, the smart son of the family, am I right?

She asked me as she gave me a small giggle. I nodded to her Question but didn't speak cause I was too scared and didn't know her. I saw my Dad giving the Guy the papers and the flash drive while my Mom was giving him... my bags. I was confused as to why my Mom was giving him my things until my Mom came to us and spoke to the Woman.

Sandra: *Tears running down her eyes* He likes the lights on when sleeping and likes to read okay.

Woman: *Nods her head* Okay Mrs. Luna, I promise to watch over him and keep him safe, That's a promise.

Both my Parents looked at me and bent down to my level as they gave me a sad smile.

Mr. Luna: Felipe, your mother and I need you to stay strong and to keep on being yourself.

Sandra: *Hugs Felipe tightly* And remember, to behave and that we love you, Son.

Flashback Over:

I landed on top of a roof where I could see everything around the City. I sat down on the edge and took off my mask as I hung my head down in sadness.

Felipe: Mother... Father, if only I knew what was going on maybe... I don't know.

I began to shout in sadness and anger because of my parents death but not only them I lost someone who also watched over me and treated me like a Brother and how I lost them?

Felipe: *Looks at the sky with tears running down his face while looking angry* Because I didn't listen and used this power as a game instead of using them for good.

Flashback Felipe's Age 13:

When I was 8 years old those two strangers that my Parents seem to know took me with them to some apartment where they told me this would be my new how. I asked them about my parents and if I would ever see them again or at least talk to them but... the lady only told me that they'll make sure to tell me if I got any call from them or mail from them. Days, weeks, Months, and even Years would pass. The only thing I would get was Letters from my Parents telling me they were relocated to a new workstation and didn't want me to switch class cause it would be hard to make new friends. They would even tell me that they love me, making me feel better knowing they haven't forgotten about me but I didn't feel much alone since the Lady whose name was Amy Adair took care of me like a Sister I never once had. Amy took me to school, cooked for me, hell she even showed me how to fight but only in self defense. When she found out that I was getting bullied all because I was Smart and because I was wearing Glasses. But when I turn 13 Years old... Things changed for me. I woke up around 6:45 in the morning on a Thursday and got ready for school as fastest I can and while well it was the first day I was going to go to Atlas which I know it sounds dumb since that's full of rich assholes around but I was mostly excited to go over there to see the Academy lab. While getting ready I heard Amy calling my name.

Amy: *Shouting* Felipe! Come down here already and eat before the food gets cold and you get late!

Felipe: *Shouts* Okay, Sis! I'm coming, I'm coming!

I grabbed my wallet, Drawing book, Camera, and Backpack before starting to run downstairs. When I was getting more down I could hear Amy was talking to someone which the voice sounded like a Male. When I got fully down I saw who it was.

Felipe: Frankie, What are you doing here!?

Yap it was my best friend/Hermano (Brother), His name is Frankie Osborn his the son of Harry Osborn. We both met up around elementary and were in the same class room so we became Friends like really fast.

Frankie: *Smiles* Well seeing as you and I are in the same class and we have a field trip... I came to pick you up, dummy.

I laughed at this. So maybe being a smart guy doesn't mean I'll know everything but I at least have a friend that doesn't try to make fun of my... in a pad way. Amy, Frankie, and I were eating the great meal my Sis made, those days made me feel as if I have a Family who stays with me and helps me with my problems while I do the same for them. After Breakfast Frankie began to walk outside and told me he and his Father would be waiting outside and as I was walking with them my Sister pulled me back to talk to me.

Amy: Felipe, please promise me you'll be safe okay. I don't... I don't trust that Ironwood man. Not. one. Bit.

That day I was confused about what she meant by that since Ironwood was some ass kind of guy but he always seemed to be trusted... how stupid I was.

Felipe: Don't worry Sis, I'll be careful I promise

I gave her a warm smile before running outside after all I was keeping Frankie and his Father on hold. When I left the apartment I saw Harry and Frankie inside the limo, I smiled and sighed since they would always do this mostly because Harry wants to show his appreciation for me being friends with his son. Frankie opened the door and smiled.

Frankie: Come one Felipe! We need to get to Atlas before we miss it.

I got in the limo and sat next to Frankie and saw Harry passing me some candy.

Harry: *Passing some chocolate* Want some Felipe, these are really good.

Felipe: *Shakes his head* I appreciate the offer Mr. Osborn but I'm good. My Sister made a good Breakfast and I'm full.

Harry: Okay and Please Felipe call me Harry. You're basically part of the family after all you and Frankie are close like brothers.

I smiled and nodded while the Limo began to fly up in the air taking all of us to Atlas. The Osborn Family have so much cool tech that makes almost all Academy's tech look dumb and pathetic. During the flight we were talking about what Frankie and I learned and how we did in the last weak test but I soon asked Harry about his Old Friend Peter Parker aka Spider-Man. I asked him about everything that made him Spider-Man and so cool but Harry stopped me. He told me about Peter Parker, telling us about his past and how this made him the hero he was and the greatest friend he ever had. That day I learned that just because you have the power it doesn't mean you can just take it for granted no. Power is just power, it's the people, past, Friends, and Family that makes those powers have a Great meaning. I felt bad that Peter Parker died by the hands of Norman Osborn aka the Green Goblin but he died as well and so did Tony Stark two great and amazing heroes died saving the world. We soon arrived at Atlas Academy where Frankie and I saw our teacher and classmates with Ironwood. We got off the Limo when it landed down and walked to them. Harry came out and looked at Ironwood with a not so friendly look.

Harry: *Glaring at James* Hello, James. Did know you would be the one showing the Kids around?

James: *Glares at Harry* That's Ironwood to you Osborn and yes I wanted to show them that Atlas Academy has a lot better technology then anything.

I could see Ironwood smirking at Harry. I wanted to say something but Frankie beat me to the punch.

Frankie: Sorry Mr. Ironwood but Oscorp has more advanced technology then Atlas after all Shield does help us.

I looked at Frankie and I could see him smirking at him which made me laugh inside since Ironwood thinks he is more Superior than anyone. Ironwood wanted to say something to Frankie but for some reason he looked at me.

James: And who might you be, Boy?

Felipe: Umm well I'm-*Gets interrupted by Harry*

Harry: *Steps in front of James* This is Felipe Luna a friend and Family member of my son and I so I have you know if you lay a hand on my son and Felipe, you and Atlas Academy well-*Gets interrupted by James*

James: What? You'll do what that Father of yours did and turn into that so called Goblin? I'm not afraid of you Osborn and if you do turn into the Goblin I promise you Atlas Army will take you out, Permanently.

I looked at Ironwood with angry cause after everything Harry has done to show the world that he's nothing like his Father... how dare him say crap to my family and how dare him threaten someone's life like that. Things soon ended thanks to the teacher getting in between them. Ironwood started his tour around Atlas Academy showing all of us how they work and the hard studies they do. I sighed from the boredom mostly because it looked as if this Academy would kill their own Students if any of them don't do things right. I was taking some pictures so I could draw later on when I accidentally bumped into a girl.

Felipe: I'm so sorry ma'am I didn't-*Gets interrupted*

???: Its okay *looks at me* Hey aren't you Felipe Luna, the kid who draws around class on his homework and test?

Felipe: *Rubs the back of his head* Umm ya again I'm really sorry.

???: Its okay also I saw one of your drawings about the Fox sleeping and class and saying how boring class was *Giggles* That was funny and cute.

I don't know why but this was the first time a girl complimented my drawing and thought it was cute. I blushed that day like really hard to the point I think I was being cooked, I even started talking to her in Spanish.

Felipe: *Talks nervously* G-Gracias señora. (T-Thank you ma'am)

The girl giggled again and walked away going back to her family while I tried so hard to stop blushing and feeling shy but my Frankie saw this and came up to me with a smirk as he wrapped an arm around my shoulder.

Frankie: Oooh what was that Bro? Did you just stutter over a girl? Now that's funny.

Felipe: *Looks at Frankie while still blushing* D-Dude shut up okay!

Frankie laughed at me making me put on my hoodie and not wanting to take it off. Frankie laughed at this for a bit before coming down. He looked at me and rubbed my back as he pointed at the girl who talked to me.

Frankie: By the way dude that girl is Mindy.

Felipe: *Looks at him confuse and nodded* What's her last name?

Frankie: *Shrugs* No one knows man, some say she is a mystery and some say she has a hidden past that no one must now.

I was confused as to what Frankie meant by this but before I could ask anything else the Alarm went off. Everyone was in panic and were confused as to what was going until we saw an Atlas Scientist running to all of us with a worried look.

Scientist: *Breathing hard* Everyone I need you to leave the area right now!

Teacher: *Confuse* What's going one? Why are the alarms going off!?

Scientist: Look it doesn't matter right now, I just need you all to leave!!!

I saw the look on the Scientist face and could tell they were hiding something. A lot of people leave except Mindy. She was running to where the Lab was and I don't know what made me run to her but I had to get her out of the Lab. I ran fast to the point I heard almost everyone shouting that I have to run the other way but I didn't listen to them. When I got inside the Lab I saw Spiders like a lot of them but that wasn't the weirdest thing, I saw videos and pictures of Spider-Man, of Peter Parker.

Felipe: *Shocked and confused* What the heck is all this!?

I... I was in deep shock, I couldn't even hear the alarms nor remember what I was doing here any more. I walked to all the videos and saw Ironwood talking about the "Spider Project" and how they want to recreate the powers to give Atlas Army the same powers as Peter Parker. I wanted to take a picture to show this to Shield or the Ultimates but... that's when the incident happened. I saw a Spider with some number on its back and it was 99. The Spider landed on my hand and before I could slap it away from my hand the Lab exploited pushing me away hard and fast that I crashed to the wall and threw it making a hole in the wall. I had rocks all over me and covering my back to my lower body, I felt weak, broken, and tired. I closed and opened my eyes multiple times feeling them getting weaker but that was when the Spider on my hand crawled to my neck and bit me. The sudden pain of the Spider bite felt as if a thousand needles went inside me saving me all over and burning me alive. I couldn't scream but in my mind I did and I cried until... I fainted.

Flashback over:

After that I couldn't feel a thing all I knew is that I... Have died. I was walking around the city wearing my normal clothing while my Spidey outfit was in my backpack. I sighed remembering the pain I went through and how I got my powers. When I woke up it turned out I was in a coma for about 3 weeks, 5 days, and 1 hour.

Felipe Thoughts: So many days I lost and so many people I worry... How stupid was I that day!?

I walked back to my apartment where I live and where I would rather be. I opened the door and walked inside before closing the door behind me. I passed some pictures of my Friends, Family and... My Sister. I turned my head and saw the picture of when Amy and I went to an amusement park. I was happy that day but right now all I could feel was anger and sadness. I grabbed the picture and held it close to me while tears ran down my face.

Felipe: I'm so sorry Amy... It's all my fault... I'm no Hero... I wish I knew better... Forgive me.

Flashback (A month after the incident):

After that day of me being in a coma and coming out of it as well as recovering. I went back to school with my friend Frankie but a lot of things felt weird for starters, my body looked thinner and a bit of muscles I had heck I had a six pack which was weird since I never worked out on them nor much of my body I just took care of it that's all. At school around lunchtime, Mindy walked up to me and sat next to me. I wanted to ask her about the Lab she ran into but I felt that maybe I was imagining it.

Mindy: *Worry look and tone* Hey Felipe, how are you feeling I mean I know it's been a week but still.

Felipe: *Smiles* I feel okay, I mean I'm still at school and drawing again.

I laughed at my own joke which Mindy laughed at as well but that soon stopped when the so-called popular kids around the school walked up to us. We both looked at Sally and Brad, two assholes who just like to make others feel bad and make fun of them. Sally looked at Mindy and smirked.

Sally: Look at who we got here, the dumb female Faunus who has no friends nor a family.

I looked at Mindy in a confused look because I didn't know if she was a Faunus or if Sally was just making lies but not only that but I was concerned and wondering if she had no family? Mindy looked at her with a pissed of look.

Mindy: Shut up Sally and me alone!

Sally: *laughs at Mindy* Or what? You're going back to Mommy and Daddy? Oh wait you have no one.

Sally and Brad both laugh at this while Mindy hanged her head down. I looked at Sally, Brad, and got up from the table as I looked at them, angrily that they always make fun of people and make them feel bad to the point they don't talk to anyone nor want to come back to school.

Felipe: How about who both shut up and leave us alone, I don't get how two assholes could even make friends. Either your parents paid them off or you two did something to get them like you.

A lot of students looked at me as they started to pull out their phones, back away, or just wanting to see a fight. I saw Mindy looking at me while both Sally and Brad looked at me pissed off and enraged.

Brad: What did you just say to me and my Girlfriend, Loser?

Felipe: *Glared at him* You heard me Brad or do you a walnut for a brain.

I didn't know what was going on with me, back then I would walk away not wanting to get into a fight nor want to be in any situation like this but now, I felt like I grew a backbone and had to stand my ground. Bard looked at me more angry while Sally scuffed at me.

Sally: Are you really defending this Faunus, I mean even you must know that their kind are nothing but animals that should go back to Menagerie or at least be somewhere away from-*Gets interrupted by Felipe*

Felipe: I don't really care if she is a Faunus because she is still a person and her kind have a right to be here just like us Humans. I don't know what kind of person thinks they don't have rights but you are just some loser that should leave this school and never come back. Hell you always act like a Bitch around everyone!

I shouted in anger as some people started to agree with me and some stayed quit not wanting to get in this. Sally got angry at me that she told Brad to kick my ass until I behave like the dog I am. I don't know what happened but my head felt like it was ringing so hard that I docked down and felt as if time was going slow because I saw Brad throw a fist at me but missed. Brad threw another first down at me but I moved to the left fast making him miss again. A lot of people looked at me in shock that I dogged him. Now I knew that Amy's training would come in handy but I don't remember being this fast. I looked at my hands wondering what was going on with me to the pint I was ignoring Brad who rushed at me but then again that same Ringing appeared on my head telling me to jump. I jumped high up doing a flap before landing behind Brad. A lot of Students began to say things about me and Brad.

Student 1: *Shocked* Oh my god! Did you see that!? Felipe Luna just jumped high and dogged Brad!

Student 2: Maybe Brad is getting slow or something?

Student 3: Ya that has to be I mean... Felipe the guy that doesn't do anything but draw and take pickers is doing all this.

Sally: *Getting angry* Brad, what the hell are you doing, beat his sorry little ass and make him beg for forgiveness right now!

Brad: *Looks at Felipe* Damn it Dog! Let me punch your sorry ass and send you back into that coma of yours!

I heard Brad shout at me with anger and yet again my head was ringing, I didn't want to fight him nor wanted to get into this kind of thing but I couldn't hold it any more, I didn't want to be the guy that gets picked on nor wanted to see my friends get bullied! I turned around and saw Bard throwing another fist at me. I wasn't planning to dodge it this time, this time I caught his fist with my left hand but... when it hit the palm of my hand I and everyone saw the bone of his fist go back. Brad held his arm and screamed in pain while Sally screamed her lungs out shouting that I broke Brad's arm and I was going to do the same to her. The teachers finally came into the cafeteria and when they saw Brad's bones were pushed back off his hands and saw the blood they were horrified. The Teachers looked at me and put two to two so I was in trouble. In the Principle office both Amy and Brad's Family were inside talking about what I did and how I need to be Expelled from the school. They even said that I was going to kill him and Sally. Amy told them that I would never do such a thing like that nor ever but no one would believe it until they saw a video that showed what happened. Everyone says that Brad and Sally started the fight and that Brad was going to beat the crap out of me, I thought I was saved but now Principle said that even if I was fighting in self defense, I should have not broken Brad's hand. Brad's Family told Amy and I that if we couldn't pay for the Hospital Bills then they would sue us and to make things worse I was Suspended for a Month. Amy agreed to pay the Hospital Bills but would have to give her sometimes. They agreed but we only had about a Month to get the money.

Timeskip back at home:

Amy and I had just got back home and I was going to my room until Amy spoke to me.

Amy: *Angry tone* Felipe, What the Hell were you THINKING!? When I taught you how to fight I didn't want you to break someone's hand!

I didn't say a thing all I did was look away from her not wanting to look at her angry face. Amy kept shouting about how she was going to get the money and then she grabbed me and turned me around to face her.

Amy: Felipe, Why would you do this!?

Felipe: *Gets her arms off of him* Because I'm tired of seeing people get bullied by them, I'm tired of them always getting away with things!

Amy: That doesn't me you have to break someone's hand like that!

Felipe: I didn't do it, He punched my hand and that's it, his bones went back, it's not my fault!

Amy: *Getting more angry* Felipe! I don't care if it was or not! You should have been the bigger man and walked away. God when your parents said you'll be good and I should watch you, I wish I said no!!!

When I heard what Amy said... that broke me. She covered her mouth with her hands but it was already too late. I was hanging my head down looking at the floor feeling sad and heart broken.

Amy: F-Felipe I... I didn't mean it... I-*Gets interrupted*

Felipe: *Still looking down* No... I get it... after all I'm... I'm just a nuisance... a problem around here... and to everyone.

Amy walked up to me and tried to hug me but... I ran to my room as fast as I could and closed the door as well as locking it. Amy was knocking on the door and telling me to open it and that she didn't mean it but I didn't care, I just laid on my bed and cried all night thinking about my parents and how much I missed them. For the next 2 weeks, I stayed in my room and only came out when Amy went to work. I didn't care much as to what happened to me but... I didn't want Amy to get the blame so I tried to find a way to make money but nothing after all I was only 13. I wanted to find a way and help but that was when I turned on the TV and saw a wrestling show that was talking about you could make $30.000 dollars by wrestling and if you win money is all yours. At first I thought it was interesting but seeing as I was only 13 and kind of short I would not be allowed but then I thought about making a costume with a Mask to hide my identity and to just say I'm a short guy. I went back to my room and looked around for things I could use to make a costume but I didn't have much to use. I grabbed a black sweatpants, red shirt, black jacket, another red shirt and my sunglasses. With all this I finally had the things to make a suit but... I then realized how could I win, hell how could I survive. This made me angry that I punched the walk of my room making a hole. The weird thing is... it didn't hurt nor seem like I used any strength but then I started to panic cause-

Felipe: OH NO I MADE A HOLE IN THE WALL!!!

I pulled my arm out the wall fast that I started to trip backwards. I rolled around the bed before I stock my feet on the Ground?. I sighed with relief but was mad at myself that I made a hole in the wall in my room. I walked around to see how could I get this fix but when I looked down? I... I-

Felipe: *Shock and scream* OH MY GOD!? I-I'm on the ceiling... I'm on the shocking ceiling!!!

I was in a panic moment that out of nowhere I... got unstuck and fell to the floor hard. I was freaking out that I was on the wall like... like... like a Spider. And that's when it hit me, Atlas Lab, Peter Parker, and The Spider Projected. I looked at myself and I realized I was bitten by the Spider with the number 99 on its back. That day I knew I had a chance to use this Spider-Power to win the Wrestling and win the money to pay for the Hospital bill but... I wish I never got these powers nor I ever wish I went to Atlas Academy.

Timeskip Wrestling time:

It was that night, I had made my costume and my mask by cutting the Red Shirt but the bad thing was I had to wear socks because my shoes wouldn't let me stick to the wall. When Amy was asleep I went out the window by using my Spider-Powers. In the Wrestling arena i could see many people getting their ass kicked, having a few broken bonds, and some getting paralyzed. When I saw the last person getting thrown out the announcer was already calling it a day since no one was strong to when but that was when I jumped in the Arena both my opponent and the announcer looked at me in confusion.

Announcer: *Angry look and Tone* Hey kid get out of here this is for grown ups!!!

Opponent: Ya no beat it before-

I didn't let my Opponent finish what he was saying because I lifted him up in the air making everyone and I mean everyone gasped in surprise. My Opponent began to shout at me telling me to put him down which I cooperated but he didn't tell me how so I threw him out the stage making him land hard. I looked at the Announcer who was holding the money and I took it from him.

Felipe: And this is my prize!

I said with a smirk under my mask as I jumped off the arena and ran fast while everyone and I mean everyone shouted at the same time.

Everyone but Felipe: WAS THAT SPIDER-MAN OR SOMEONE NEW!?

I ran outside and jumped from building to building feeling happy that I got the Money for I can give it to Amy so she could pay for the Hospital Bill I feel happy that I used this power to help someone but... Yet again I was stupid as hell and why? Well this was a live show meaning everyone saw it and I do mean everyone! When I got home I took off my mask and was planning how I should give the money to Amy but that was when Amy busted through my room wearing a Shield Uniform and was holding a Blast. She looked at me and I was both scared and confused.

Felipe: A-Amy... What is going o-on?

Amy didn't answer me. All she did was look at me and grabbed my hands and started to drag me out the back of the Apartment. I looked at her with a scared look, feeling as if I was screwed or something.

Felipe: A-Amy, What's going on!?

I shouted at her as I pulled my hand away from her grip. Amy looked at me with a worry look as she hugged me tightly.

Amy: I'm so sorry Felipe, for being mean and saying those worlds to you and for hiding the truth.

Felipe: *Confuse* What are you talking about, you're confusing me!?

Amy: *Sighs and looks at me* Felipe, I'm a shield again whose mission was to take care of you to protect you from any danger... and I failed you. *Grabs his arm and drags him again* I know about your Spider-Powers and I know about what you did but I wish I told you.

Felipe: How did you know and... how long has this been going?

Amy: *Sighs* I was a Shield Agent for 15 years and the day you took you was because your parents were in danger because of us. They got information about what Ironwood and Ozpin were doing that when they found out about it they were sending people to get them. Your parents wanted to keep you safe and because of Nick and all of us we had to help them. And the day you got into that incident was also the day Nick took a blood simple of yours and that's when we all found out about your spider powers.

I was in deep shock that day because it was because of Shield that my parents left me and it was because of them I lost them. I wanted to get mad at her for lying to me all those years but... I couldn't because she took care of me to protect me. I was going to say something when Amy and I heard something, it sounded like... jet boost. Amy grabbed my mask from my pocket and put it on me and that's when I saw her face having a worried look but I knew she wasn't worrying about herself, she was worrying about me. Soon 3 Iron Man looking arms landed in front of us and pointed their hands at us.

Amy: Damn it, Atlas!

Atlas Armored Guard 1: Amy Adair of Shield surrender or property right now!

Amy: *Points her blaster at them* He's not going anywhere and his no one's property, Understood!?

Atlas Armored Guard 2: Actually he is, Because he was bitten by our spiders that makes him Atlas Academy property, NOW HAND HIM OVER OR ELSE!!!

Amy kept Amy her blaster at them and then looked at me while I looked at her wondering what we were going to do. I... I was scared... more than anything because of this... I was only a kid... but I saw Amy smile and said.

Amy: Felipe... run, get away please.

Felipe: *Tearing up* N-no... I can't leave you please Sis, I-*Gets interrupted*

Amy: Felipe... please, this is Shields fault and mine... I did a bad job but I can still do things right with you getting away so... please do this *Tears up* I don't want my Brother to be taken away.

I... I began to tear up hard and looked at her. I gave her one last hug and said "I love you Sis" before starting to run. The Atlas Armored Guards try to rush at me but Amy had skills and intelligence that she blasted them in the weak spot of the armor making them all not being able to fly nor chase me. I kept running and running not turning around and was crying hard under my mask because it was my fault that she is in danger and taking risk, its my fault for using this power for something stupid then thinking twice, its my fault that... that she'll get hurt. As I ran, I jumped on the walls but I started to hear a voice and when I turned around I saw some kind of Ghost version of me but... Spider-Man.

Ghost Spider-Man (Felipe): Are you really going to run away like that and leave her to get hurt!?

Felipe: *Jumps on the roof* B-but she told me to-*gets interrupted*

Ghost Spider-Man (Felipe): *Shouts* IT DOESN'T MATTER!!! She took care of us, She treated us like family, She loved us!!!

I took off my mask and let the tears flow down as I fell onto my knees not knowing what to do. I was scared more than anything after all what could I do? I was nothing like the two Spider-Man. But that was when I heard Amy's Scream of pain breaking me out of thoughts. I looked back and I could see light flashing back, over and over.

Ghost Spider-Man (Felipe): *Looks at Him* What are you going to do now? Run away and let only the family that has been around with us long die!? Or... Are you going to fight for those that you love?

I grabbed my mask from the floor and put it back on. I was done running, losing those I love, and-

Felipe: *Shouts and Run* I AM DONE HAVING SOME ASSHOLE BULLY PEOPLE!!!

Ghost Spider-Man (Felipe): *Smiles* Go show them what you got, Felipe Luna.

I kept running fast and jumped high off the building landing on other builds and kept repeating it. I wasn't going to let another soul lose their like, I was done with this. As I was getting closer I could hear the people of Atlas laughing while shocking Amy. When I got closer I saw how beaten up she was, she was bleeding badly and it's all my fault.

Atlas Armored Guard 3: *Smirks* If only you gave that kid up maybe your life would have been safe but look at you now. A broken Shield Against and well die for nothing.

Amy: *Coughs out blood and smiles* Your wrong, I would die knowing I saved my Brother.

All three Atlas Guards pointed their repulsors at Amy and were ready to fire until I grabbed the first Guard on his shoulder and turned him around making him face me.

Felipe: *Shouts in rage* You wanted me well, YOU GOT ME!!!

I punched the Guard hard in the stomach making him fly to a wall that he made a hole in the wall. The other two Atlas Guards looked at me and started to fire their energy blast at me but now that I have a purpose to fight... I was fully focused. I dodged their blast as I rushed at them at high speed. The two Guards backed away and I could tell they were afraid. I don't know what happened but when I rushed at the second Guard and attacked him I left a claw mark on its chest showing the wires of the armor.

Felipe: You Atlas army are nothing but a joke, you say your tech is Superior but look at it, You couldn't even imitate Tony's Armor.

I rushed back at the Second Guard and used my claws cutting more of his armor but he punched me hard in the face. I could tell he was smirking and thinking he had a chance to beat me but when I turned my face while his fist was on my cheek, he could see the Rage in my face, the anger that showed no fear.

Atlas Armored Guard 2: *Scared tone* I-I'm sorry.

Felipe: You may be but I am not!!!

I don't know what happened but my hands started to absorb ever last bit of energy of that bootleg copy of Armor of Atlas and let's just say it felt good. When I felt that his Armor, I kicked him hard, making him land on top of his friend. I looked at my hands and saw that it was showing Bio-Energy all around it just like how the Red and Black Spider-Man has only mine were Red. I looked at the other Guard and saw SHE took off her helmet.

Female Guard: P-Please, I give up just l-let me leave, Please!

I walked to her with more anger on my face, I was blinded with rage. All I wanted to do was kill her and her team, I want her to pay for hurting MY SISTER!!! But that was when Amy called out my Name.

Amy: *Talking weak* F-Felipe... Stop please... you're better than this don't... K-Kill... you aren't them you're... your Felipe Luna, MY BROTHER!!!

I got in front of the Female Guard and looked at her as I was breathing hard. She looked at me with fear before blinking multiple times.

Felipe: Take your Team and leave, I ever see you or anyone of Atlas army... I'll make you suffer.

https://youtu.be/eRnIks59Pjw

I said to her as she nodded her head fast and instead of taking her team she began to run before flying away leaving her team down. I kept breathing hard trying to calm down but I then heard Amy coughing as I looked at her and tan to her. I took off my mask and threw it on the ground and then grabbed Amy on to my arms. Tears began to run down my face as I looked at her bleeding hard.

Felipe: I-I'm so sorry Amy *Sobs* I never wanted this to happen to you... I'm sorry

Amy: *Smiles and play a hand on to his cheek* It's... okay Felipe... in the end you... Saved me.

Felipe: *Sad smiles and Shakes his head* No... You saved me, You made me the person I am... Please stay with me... Please Sister.

Amy: *Tears up and Smiles* You did save me Felipe... you were my Hero... but I'm sorry I can't... stay *Holds up a pinky* Please... Promise me... One thing, Brother.

Felipe: *Nods his head:* Yes Sis, anything just tell me.

Amy: *Coughs out blood* Use your... powers for good... Keep everyone... Safe and *Smiles* Remember... With Great Power... Comes Great Respons-

Amy couldn't finish what she was telling me cause she... passed away. I looked at her and called out her name but nothing. I held my Sister close to me as I cried and Shouted names in Sadness. The next day was her funeral. It was raining hard but I didn't care. I was one of the only people to be at her funeral and on her grave they wrote "Here lies Amy Adair, a woman who was strong and caring, a loving sister to a brother, may her soul rest." I looked at her grave remembering all the fun times because that's all I have now of her. I used the money to pay for the Hospital Bills and next month I went back to school. A lot of people felt bad for me. My best friends told me I could stay with him and his father for the meantime until I feel better but... I ignored him and kept walking away, not talking or answering anyone. But whenever there was danger, I would go out dressed up as the Spider because Sis would want me to do that, she told me to use these powers for good cause With Great Power Comes Great Responsibility.

Flashback Over:

I held onto the picture of Sis and UI as I laid on my bed wishing I never got these powers because if I never heard them... Sis would be here Smiling

Felipe: This is my Gift... my Curse... Sis if you could only see me now... you could see I became *Smiles* Spider-Man.

I closed my eyes, going to sleep with smiles and tears going down my face. I'm Felipe Luna, a 17 year old boy who got bitten by a Spider, Fights for the innocent and for a dream Sis had... who am I and that's Spider-Man.