Ultimate Spiders and Magic: Episode I "New Beginnings"

by Maximus_Reborn


Ch. 1: The More Things Change...

Chapter One “The More Things Change…”

Several Months Later

Peter’s mouth slowly opened, letting out a low yawn. The hours were early, evident by the bright beams of light invading through the open blinds of the window. He lazily watched his aunt with half-closed eyes before refocusing his attention on the bowl of cereal before him.

Scurrying across the kitchen, May completed various tasks without a second thought. She dropped a plate next to his bowl before dropping slices of bacon, fresh toast, and an apple onto its surface. Peter finished the contents in his bowl, exhaling before devouring the contents on his plate in mere seconds.

Stealing a glance from the corner of her eye, May smiled sweetly and handed Peter his backpack. “I made sure to pack you a couple of extra sandwiches to get you through the day.”

“Thanks, Aunt May,” he uttered mid-yawn, lifting his gaze slightly. “How are things at the homeless shelter? Are you okay?”

May nodded. “Pretty good. We just exhausted the extra funds, but I’m glad I have a steady job finally. I’ll be fine.”

“Did we really go through it all already?” Peter questioned with an arched brow.

Shaking her head, May paused to wipe her hands clean with a cloth. Her hands shook nervously before she exhaled. “No. I put most of it away for your college fund.”

Peter gazed at his aunt with a softened expression. “Aunt May, are you serious? I’ll see if I can find a part-time job then. If I can help you even a little bit…”

“Shush, Peter. I just want you to focus on school right now. Though it is sweet of you to think about me. You always give me as much love as Ben did,” she murmured, feeling the temperature in her face rise. Ignoring Peter’s incoherent grumbles, May took his used dishes and slid them into the sink. “Are you excited about your first day? I hear Canterlot High is a fantastic school.”

Slow to respond, Peter scoffed as he checked the contents of his backpack. “I’m sure anything will be better than Crystal Prep Academy. The past semester at that school sucked.”

Clearing her throat, May waved a hand dismissively. “I believe your issue was more with that principal and her harsh obsession with you. Fortunately, Mr. Fury was willing to accommodate us and allowed you to transfer again. Thankfully, Crystal Prep and Canterlot High are neighboring school districts, so making the switch wasn’t too much of a hassle. Despite the issues, you still had the highest GPA in the school. That carries over, too.”

Peter inhaled deeply before letting out a low sigh. “I really didn’t fit in there. I felt like a poor kid surrounded by the rich and fabulous. Everyone just felt stuck up for the most part, especially the girls. Not to mention that purple one who acted like she hated me for existing. Then again, maybe it’s my charm.” Sobering, his expression softened. “I hate complaining, but I’m glad you heard me out.”

May’s smile widened before she placed a warm kiss on Peter’s forehead. “I’m just glad you told me how you felt before things could get bad. You and Ben have always had that Parker pride in you.” A realization struck her mind like lightning to a rod, prompting May to shift Peter from his seat and lead him out of the kitchen. “That was then. This is now. Hurry and get to school before you are late! Love you!”

“Love you, too!” Peter hastily declared, grabbing his backpack and zipping it shut before sliding its straps over his shoulders.

Everything blurred as the young man ran out of the door, his thoughts blending together. His new avenue matched that of a small town like Queens, yet the school he was about to attend was placed amidst a city. While it was not as wide as New York City, it was respectable in scale. Peter jogged through the neighborhood, cutting through several yards before quickly reaching the outskirts of the city. The young man slid into an alleyway and paused, eyeing his environment with a steady gaze.

Once certain he was alone, Peter hopped onto the side of the building and jogged vertically up its wall to the top. Flipping high overhead, he landed perfectly on his feet before bursting into a sprint without losing momentum. Nearing the edge, Peter jumped forward and soared effortlessly through the air until he reached the top of another building. He repeated the process, jumping and flipping seamlessly from one building to another before skidding to a halt at the edge of a rooftop..

Peter peered down from his height, eyeing a large building beneath his position. “There it is. Canterlot High,” he whispered, placing his hands behind his head before stretching in place. Inhaling deeply before sighing, Peter eyed the scattered array of students approaching the school grounds and some mingling. “I just hope these guys aren’t as… uptight as the ones in Crystal Prep.”

“Guess you’ll just have to find out,” a voice firmly stated from behind, causing Peter to nearly jump in place with a shriek. Once his heart settled, the young man set his gaze on the intruder, and his eyes widened at the sight of Nick Fury stepping from the shadows with a half-eaten apple in his hand. Ignoring Peter’s clear exasperation, Fury took another bite from his fruit. “Hello, Spider-Man. Glad to see you’ve been taking my advice.”

Peter shook his head, snapping his gaze about his surroundings. “Wha--?! How’d you know I was here?! Have you been stalking me?! How did you even get up here?!”

“I took the stairs. It’s my job to know where everyone is, and I told you from the start that I would be keeping my eye on you. Besides, you run the same routes every morning. It’s easy to pinpoint where you are going,” Fury stated in a matter-of-fact tone, shrugging.

Peter’s frown deepened. “So you are stalking me. Glad to see you’re honest about it. Doesn’t make it any less creepy.”

“Comes with the territory, kid,” Fury replied, ignoring Peter’s glare. He glanced to the side once Peter seemed to have relaxed, evident by his slouched shoulders. “No surprise about Crystal Prep. You aren’t the elitist type, but I’m surprised you stuck it out for a semester without making a scene.”

Scoffing, Peter rolled his eyes. “Aunt May said the same thing, but it’s no big deal. I swear the principal was nuts.” Blinking, Peter raised his hand. “I’ve been meaning to ask something, not that it’s a big deal or anything.”

Folding his arms, Fury huffed. “Okay. What is it?”

Peter pointed at the civilians beneath their position. “It’s the people in this region. May and I couldn’t figure it out, but I feel like I walked into a Skittles factory. What’s with everyone’s skin color? Is it a mutation?”

“Something like that. There’s something in the air but nothing malicious. It’s similar to the x-gene, but it only extends to the pigmentation of one’s skin,” Fury muttered, brushing a hand across his chin.

“So they’re mutants to a degree? Just without the powers?” Peter questioned with a furrowed brow.

“For the most part. It’s a combination of science and something else, but we’ll talk about that more another day. It’d be no fun if I didn’t let you figure some things out, kid,” Fury declared with a shrug.

Peter shook his head with a frown. “Thanks for yet another cryptic answer. That’s not annoying at all.”

“You calling me annoying is like the pot calling the kettle black, Parker,” Fury snorted with a smirk, pausing to slide a hand into his pocket before retrieving a tiny box. “Well, I just wanted to give you something. Don’t open this until you get home.” Pausing, Nick’s brow furrowed into a stern gaze. “I’m serious. Open this before you make it home and I’ll know.”

Peter accepted the item, tilting his head to the side. “What is it?”

“Consider it an act of good faith,” Fury declared, turning before walking towards the shadows. He paused, glancing at Peter from the corner of his eye. “Have a good day at school, kid. Try not to blow it.”

Peter winced, groaning inwardly. “Too soon.” He approached Fury’s position, but his eyes widened upon failing to locate the SHIELD agent. His brow furrowed at the small device in his hand. “Okay. That was enlightening. Guess I’ll check out the secret box later.” Shrugging, Peter slid the device into his backpack, and a realization struck his mind like lightning to a rod. “Oh, crap! I’m going to be late!”

Peering over the side of the building, Peter climbed down into the alleyway and landed on the ground once certain no one was in the proximity. Inhaling deeply, he approached the school with a mixed expression. While many of the bright-colored individuals paid him no mind, there were enough stares to make the outsider feel out of place. Peter paused and glanced to the side at a group of girls whispering among themselves.

“It’s because I’m not green, isn’t it?” Peter grumbled inwardly before pausing once he walked around a corner. Sliding a hand into his pocket, the young man retrieved a list of sorts allotted with times. His eyes scrolled through the paper as a rough sigh escaped from his mouth. “Maybe I’m being pessimistic. What happened at Crystal Prep was an isolated incident. I bet everyone here is way nicer. Like Aunt May said, this is a reset.”

“Well, look at who it is!” a voice called out, prompting Peter to turn at the sound. A large young man flanked by clearly the popular boys and girls of the school approached with broad shoulders and a smug grin. His bright blond hair was shortly cut, and he wore a football sports jacket, bearing the school’s colors. Once inches apart, he stretched his arms out to the side. “Puny Parker! Small world, huh?”

Peter sighed inwardly as his complexion paled. “Too small. How’s it going, Flash?”

“That’s Flash Thompson Sir to you, Parker!” the bullish man declared, chuckling wildly. He shared a glance with his friends, all of which were sharing his laughter. “Pretty great! This school ain’t half bad, and I get my favorite punching bag back!” Flash soon placed a hand over Peter’s shoulder and smirked devilishly. “Let’s catch up.”

All in one motion, Flash hoisted Peter from the ground and tossed his small frame into an open dumpster. Everyone in the vicinity laughed wildly at the display as Peter’s feet stuck up from the opening. Flash waved his hand dismissively and walked away, prompting his friends to follow suit. Peter easily climbed from the garbage, brushing debris from his person upon reaching the ground. All bystanders simply ignored his plight, paying no mind what had transpired.

Peter could only roll his eyes as he checked his backpack, ensuring nothing had escaped. “The more things change, the more they stay the same.”

“Oh, my gosh! I’m so sorry!” a soft voice declared from behind, causing Peter to turn at the sound. His eyes widened at the bright sight of crimson and gold accompanied with tanned skin and blue-green eyes. Placing a hand over her chest, this girl stared intently at Peter, earning an uncomfortable shift in demeanor from him. However, she remained oblivious as evident by her softened expression. “You’ll have to excuse Flash. He’s only been here for a few months, but he’s already completely taken over.”

Peter cleared his throat and grumbled under his breath. “Not really surprising. Flash was a big deal back in Midtown High since he was the captain of the football and basketball team. He’s just picking up where he left off.”

“Ah, so you know each other. It explains why he was so quick to single you out,” she stated, brushing off debris from Peter’s person. Pausing once the young man furrowed his brow, she took a step back and tilted her head to the side. “That means you must be new around here.”

“Brand new. I had a new car smell to me before it was replaced with garbage. Today is my first day. I just transferred from Midtown to Crystal Prep, but I only stayed there for a semester,” Peter muttered, still avoiding the girl’s wide and bright gaze.

Taken aback, the girl blinked. “Crystal Prep? That’s impressive. I hear only kids with exceptional GPAs and IQs are accepted there. Sorry that your first day is off to a rocky start here, but I swear it will get better from here.” As if a realization just struck her mind, the girl’s eyes widened as she let out a sheepish smile. “I’m sorry! I just realized that I’m making things awkward for you. I never asked you for your name or gave you mine. My name’s Sunset Shimmer. What’s yours?”

Peter was slow to respond before finally shaking his head. “Um, Peter Parker.” He paused, glancing to the side once again. Some spectators stared at the pair with hardened gazes, scowling while others whispered under their breaths. Peter frowned. “Geez. Was it something I did?”

“N-No. That’s more likely aimed at me,” Sunset stammered, her voice lowering. Looking away with an ashamed expression, she walked away in a haste but paused momentarily. “Hey. I-I’m late for class. Hopefully I’ll see you around.”

Before he could utter a response, Sunset had already walked out of hearing range. Peter could shrug as the surrounding spectators had taken their leave as well. “What was that about? Maybe she doesn't want to be seen around me either? I mean, it wouldn’t be the first time, and I did just go dumpster diving.” Groaning, Peter wiped away the last of unwanted debris from his backpack. However, his sight narrowed on a piece of paper stuck on its side before he peeled it free. “What’s this?”

He stared intently at the labels and designs scattered across the poster, reading ‘The Mighty Vulture. Spitfire: World’s Greatest Stuntwoman’. It showcased a woman's skin as bright as the sun with strands of fiery orange hair escaping from her helmet, flying effortlessly through the sky. She wore an armored suit with her arms fully extended, allowing a pair of metallic wings to stretch out. A pair of dark orange eyes could be seen beneath the protective goggles she wore.

“Whoa! This looks so cool! I never heard of this person,” Peter exclaimed, quickly placing the poster in his backpack. “I’ll have to look her up when I get the chance. I wonder what materials she uses for her wings.” Pausing, Peter glanced at the watch on his wrist before cursing under his breath. He skipped to his feet and broke into a jog. “Stupid! I’m going to be late!”

Peter pushed through each hallway, analyzing his surroundings. His curses grew louder with each wrong turn, but after what seemed like an eternity, he eventually found his destination. Retrieving his schedule, he read ‘First Period: Advanced Physics’ before nodding. The young man knocked at the door before slowly pushing it open, and he forced the lump in his throat down with a hard swallow upon receiving the collective gazes of every student in the room. The teacher simply approached Peter with a bemused glare.

“Class started fifteen minutes ago. Most try to sneak in, but you actually knocked. I’ll at least give you credit for honesty. Is there a reason you are just now making it in?” he coldly questioned, earning snickers from a majority of the class. He straightened his large glasses, brushing a hand through his fading hair.

Peter sheepishly chuckled. “Hi! Um, yes. It’s my first day! I got lost along the way.”

The teacher’s demeanor softened, evident by his widened gaze. “Ah, you are the new transfer that I’ve been hearing about from Midtown and Crystal Prep. Peter Parker, I presume? From what I gather, you are quite brilliant for one so young. Even if you are lazy as well.” Some of the students exhaled at the teacher’s praises before he retook his position by the board.”At least… so I hear. I hope you prove the statements right and wrong. Don’t disappoint me.”

Flustered, Peter nodded. “Y-Yes, sir.”

The man's demeanor softened. “Anyway, my name is Dr. Octavious. Mr. Parker, feel free to take a seat anywhere.”


Several hours had passed, and late afternoon dusk had begun to settle in. Peter had finally returned home, easing himself into the abode. The door creaked in protested, prompting May to turn at the sound, and she could only smile warmly at the sight of her nephew. Before Peter could react, May wrapped her arms around his slender frame, but he eased into her embrace, reveling in her warmth.

“Welcome back,” May sweetly whispered, blinking as her nose twitched. Her brow furrowed. “Son, why does it smell like you went dumpster diving?”

Peter huffed, waving his hand dismissively. “That’s because I did, courtesy of Flash Thompson. Not quite the reunion I was hoping for. I miss him like a hernia.”

May frowned. “Flash Thompson transferred to your new school? What are the odds? That is truly some Parker luck.” She paused, walking into the kitchen before retrieving a small pastry from the nearest counter. “I made wheatcakes if it helps you feel better.”

The sweet scent entered Peter’s nostrils, and he let out a satisfied sigh instinctively before accepting the treat. “You know I love your wheatcakes, Aunt May.” Peter downed the treat in a couple of bites, earning a large smile from the older woman. “I’d really love it if there were more? Do I have to twist your arm?”

May waved a finger objectively. “Nice try, but you have to eat dinner first.” She pointed a thumb at the kitchen while chuckling under her breath. “When you get settled in, come eat.”

Peter simply nodded before unzipping his backpack, taking time to unload his books and papers. However, he paused upon retrieving a small metal box and stared intently at its design. “Oh, yeah. This is the thing Fury gave me.”

“You saw Nick Fury this morning? What did he give you?” May questioned, taking a seat on the sofa next to her nephew.

Shrugging, Peter alternated his gaze between the device and his aunt. “I don’t know. He really didn’t want me to open it until I came back home.”

He inhaled deeply before pressing a small button on its side.Suddenly, the gears within tumbled, causing the device to unfold and flatten. Peter and May’s eyes widened at what was revealed. A costume similar to his Spider-Man design stretched out across the table, yet there were additions that differentiated it from the original. Thick yet flexible white pieces of armor were placed along the hands and ankles. The biggest change was the large white spider placed at the center of the chest and back, acting as an emblem.

Peter slid his hands underneath the costume, allowing his fingers to feel the smooth spandex. “How… did he know?”

May tilted her head to the side. “What do you mean?”

Just before Peter could respond, a light materialized into existence at the center of the device, and a holographic image of Fury took form. “Congratulations, Spider-Man. If you’re seeing this message, that means you actually listened to me.” He smirked, holding a small switch in his hand. “If you hadn’t, a failsafe would have triggered and the box would have exploded. And yes. I am dead serious.”

Blinking, Peter grumbled under his breath. “This guy is unbelievable.” A long silence filled the room before Peter’s eyes grew as wide as saucers. “Holy crap. I had a bomb on me the entire time!”

“What were you thinking keeping something like that on you! You already blew up one school already! Plus it’s dangerous!” May blurted out, pointing sharply at the young man.

Raising his hands defensively, Peter shook his head madly. “Okay. One! That’s a low blow, Aunt May! Two! I didn’t know! Fury was the one who gave me the thing! And three! I’ve been grounded for half a year! You think I want another punishment on top of my current one?”

May paused, frowning at Peter for what seemed like an eternity before she finally turned her attention to the image of Fury. “He brings up a good point. That was pretty careless of you, Mr. Fury. What would have happened if someone stole Peter’s bag or he somehow misplaced the box?”

Exhaling harshly, Fury folded his arms. “Don’t insult my intelligence. I’m monitoring the entire situation, and I installed multiple failsafes. If someone else got hold of it, I’d know.” His eye sharpened into a glare. “You don’t have my job and stay alive as long as I have by being sloppy. Trust me.”

“Aunt May? You’re arguing with a pre-recorded message,” Peter politely intervened, meekly raising a hand.

The image of Fury turned to face Peter with a bemused expression. “Who says this is pre-recorded, you dumb kid?”

Slack-jawed, Peter edged closer to the image with gritted teeth. “You don’t start off a normal not recorded message with ‘If you are seeing this message’…” Peter could only throw up his hands in defeat before pulling at his hair. “Oh, my God! You are such a troll!”

May tapped Peter’s shoulder and held a finger over her mouth. “Shush.”

Fury waved his hand, prompting another image to appear, and an array of notes flashed on screen. “Before I was interrupted… If you recognize the design, the schematics are yours. I found your notebook containing upgrade ideas for your Spider-Man. Don’t worry. I didn’t take anything. I merely made a copy.”

“It’s still an invasion of privacy,” Peter murmured, clearing his throat upon receiving a glare from his aunt.

Fury’s finger scrolled through the schematics. “I know you dumpster dive for your supplies, and that’s why you couldn’t afford to make the upgrades yourself. Consider this an act of good faith. From here, you are on your own. You can’t rebuild your image sitting around. I sent you here to be my eyes and ears. See something, say something. I’ll be watching you very closely, kid. Good luck.”

The image of Fury dissipated before the device shorted out with a spark, rendering it useless. Peter narrowed his gaze on the costume in his grasp. “You know, I really can’t read that guy.” He paused as his head snapped up at a realization. “Wait. When did he have time to go through my stuff and find my notes?!”

May hummed. “He did say his job was discreet. If he’s higher than the CIA like he says, there’s no telling when he made a copy of your notes.” Lowering her head, May brushed a hand through her reddish-gray locks before nodding. “It’s been long enough. Starting tomorrow, you are ungrounded. Go be Spider-Man again.”

Peter’s eyes beamed, matching the wide smile on his face. “Thanks, Aunt May!”

Sobering, she reached out and gently took hold of Peter’s hand before caressing it. “Just promise me that you’ll talk to me about everything that happens and don’t fall behind on your studies. Okay?”

Nodding, Peter pulled May’s hand near his mouth before kissing it. “Okay. I promise.”

As if satisfied with the response, May nodded and smiled before standing from her seat. “All right. Dinner’s ready. Let’s go eat.”

Peter nodded as well, placing his backpack to the side. “Okay. Coming.” He stole a glance, his eyes widening at the small poster that slid free from the confines of the unzipped bag. Peter took hold of the paper before following his aunt into the kitchen. “Hey,Aunt May! Have you ever heard of this ‘Vulture’ lady? Think we can watch some of her stuff after we eat?”

To be continued...