Ben sat hunched over his cluttered desk, staring at the grotesque specimen before him. There, splayed across the pages of his open physics textbook, lay a brightly colored spider—its vibrant red and blue markings still vivid despite its death. The creature's legs were curled inward like a withered flower, frozen in rigor mortis.
"The mutant spider that bit Spider-Man," Ben muttered, his voice barely audible in the cramped bedroom.
He'd managed to acquire the specimen from Oscorp just a few days earlier, though the circumstances of that acquisition were better left unexamined. The security footage would show nothing more than a brief electrical malfunction in the lab's containment system.
Fifteen years had passed since Ben had awakened in this world as an infant, taking his place as the newest member of the Parker family. Ben Parker—not the beloved uncle whose name he shared, but rather the adopted cousin of one Peter Parker. The irony wasn't lost on him that he'd taken the name of the man whose death would one day catalyze his cousin's transformation into Spider-Man.
Ben, Sr. and May had taken him in without question, their hearts too large to turn away a child in need. They'd given him everything: a home, a family, unconditional love. But they could never give him what he'd lost when he'd been torn from his original world—his sense of belonging, his purpose, his destiny.
That had come five years later, during what should have been an ordinary spring camping trip. While exploring a secluded forest trail, ten-year-old Ben had discovered something that would change everything: a device that had fallen from the stars, disguised as nothing more than an unusual watch. The Omnitrix.
Ben's fingers unconsciously traced the familiar weight on his wrist. In its original form, the Omnitrix was a marvel of galactic engineering—a device capable of connecting to Primus, the artificial organic planet that housed the genetic templates of over a million sentient alien species. Its creator, Azmuth, had envisioned it as a tool for unity, a way to break down the barriers between races and preserve endangered species across the universe. A Noah's Ark for the cosmos.
Unfortunately, Ben's version seemed to be fundamentally broken. For five years, the device had remained dormant, its connection to Primus severed by unknown means. The interface remained blank, unresponsive to every attempt at activation he'd made. It was nothing more than an elaborate paperweight strapped to his wrist.
Under normal circumstances, that might have been acceptable. But this wasn't a normal world—this was one of Marvel's infinite universes, a reality where gods walked among mortals and cosmic threats descended from the heavens with alarming regularity.
Just last week, Tony Stark had held his infamous press conference, abandoning his prepared statement to declare those four words that would reshape the world: "I am Iron Man." The Age of Heroes had officially begun, and with it, the Age of Villains would surely follow.
Ben had never harbored dreams of becoming a superhero—the responsibility, the constant danger, the inevitable loss of everyone you cared about. But living in New York City, ground zero for superhuman activity, meant that choice might not be his to make. He needed power, needed some way to protect himself and the people he loved.
Which brought him back to the spider.
He'd never intended to steal Peter's destiny. His cousin deserved to become Spider-Man—the world needed Peter Parker to become Spider-Man. But that didn't mean Ben couldn't benefit from the same source of power. His plan had been simple: let the spider bite Peter first, then expose himself to it afterward, hoping to gain some fraction of those same abilities.
The plan had failed spectacularly. The moment the spider had delivered its fate-changing bite to Peter, it had died, as if its entire purpose in existing had been fulfilled with that single action. It was almost poetic in its finality—the spider totem choosing its champion and immediately departing the world stage.
"Perhaps this is the power of the Spider Totem," Ben whispered, echoing thoughts he'd had countless times over the past few days. "As unshakable as the web of fate itself."
He'd tried everything to activate the Omnitrix using the spider's remains. The device showed no interest in non-sentient life forms, designed as it was to catalog intelligent species. Even attempting to use Peter's hair as a genetic sample had yielded nothing—the watch wouldn't extract DNA from members of the same species as its wielder.
Now, staring at the spider's corpse, Ben felt desperation creeping in like a cold tide. His dad death was approaching—he could feel it in the way Peter had been staying out later, the way he'd been testing his new abilities in secret. The catalyst for Spider-Man's origin story was mere weeks, maybe days away.
Ben couldn't let that happen. He wouldn't watch the man who'd raised him die just to preserve some cosmic narrative. If he couldn't gain power through conventional means, then he'd have to take an unconventional approach.
He remembered a comic storyline where a man had consumed the corpse of a similar spider, only to transform into a horrifying creature—a human shell filled with countless arachnids. The image still haunted him, but desperation had a way of making even the most terrifying options seem reasonable.
"If I were just an ordinary citizen," Ben said aloud, his voice steadier than he felt, "maybe I could ignore all this. But I'm Spider-Man's cousin. I know what's coming."
The mathematics were simple and brutal. Spider-Man's rogues gallery would emerge, drawn to the hero like moths to a flame. The Green Goblin would target Peter's loved ones with surgical precision. His dad would die, Gwen Stacy would die, and countless others would follow. The Parker family curse would claim victim after victim.
Ben refused to be one of them. More importantly, he refused to let his dad become one of them.
His gaze fell to the Omnitrix, its dark face reflecting his own desperate expression. The device had one function that might save him—its genetic repair protocols. In the original timeline, Ben Tennyson had used the Omnitrix to cure an entire planet's worth of genetic pollution, reversing the effects of the DNAlien plague. The watch was designed to protect its wielder from genetic contamination.
If Ben was right, if he could trigger the Omnitrix's emergency protocols by putting himself in genetic danger, then maybe—just maybe—he could gain the spider's power without losing his humanity.
It was a insane gamble, but it was the only card he had left to play.
Ben picked up the spider's corpse between his thumb and forefinger, its legs crackling like dried leaves. The creature was no larger than a quarter, but it felt as heavy as a mountain in his hand. This tiny thing had the power to create heroes and monsters in equal measure.
"Here goes nothing," he whispered, and before he could lose his nerve, he tossed the spider into his mouth.
The effect was immediate and horrifying. The spider's legs, sharp as needles and hard as bone, pierced the soft tissue of his mouth, scratching against his teeth as they sought purchase. For a moment, Ben's mind conjured the impossible sensation that the creature was still alive, still trying to escape its oral prison.
The taste was indescribable—bitter beyond imagining, like chewing on copper pennies soaked in battery acid. Ben's gag reflex kicked in immediately, his body's natural response to consuming something so fundamentally wrong. He clapped both hands over his mouth, fighting the urge to spit out the spider and abandon this mad plan.
No, he thought fiercely. I've come too far to quit now.
Ben bit down hard, feeling the spider's exoskeleton crack between his molars. The creature's body ruptured like a tiny balloon, flooding his mouth with viscous fluid that burned like liquid fire. His tongue began to swell immediately, the tissues blistering where the spider's venom made contact.
Forcing himself to swallow was like trying to drink molten metal mixed with broken glass. The spider's remains scraped against his throat, and he could feel individual legs lodging themselves in his esophagus. Every instinct screamed at him to purge the toxin from his system, but Ben held fast to his resolve.
The pain started in his stomach—a sharp, stabbing sensation like being impaled by a dozen ice picks. Ben doubled over, his chair toppling backward as he crashed to the floor. The sound echoed through the house like a gunshot.
"What the hell—" Ben gasped, his voice already changing, becoming rougher and more guttural.
The mutation was beginning, and the Omnitrix remained silent.
Agony spread through his body like wildfire. Ben could feel his internal organs reshaping themselves, his stomach lining dissolving and reforming to accommodate changes he couldn't begin to understand. It was as if thousands of tiny spiders were crawling through his bloodstream, each one carrying a fragment of genetic code that rewrote his very essence.
His vision began to fragment, reality splitting into a kaleidoscope of overlapping images. New eyes were forming, pushing through the skin around his temples and forehead. Ben watched in horror as his field of vision expanded beyond human limitations, granting him a spider's panoramic awareness of his surroundings.
Thump, thump, thump.
Footsteps on the stairs. May, climbing toward his room with the careful pace of someone who'd heard something concerning.
Ben's muscles spasmed, his spine contorting as new appendages began to emerge from his shoulder blades. He could feel his bone structure changing, his ribs expanding to accommodate additional organs he didn't recognize. The transformation was accelerating, driven by the spider's potent genetic payload.
"Knock, knock, knock."
"Ben, honey, are you alright?" May's voice carried through the door, warm with concern. "I heard a crash."
Ben tried to answer, but when he opened his mouth, only a harsh, chittering sound emerged. His tongue had begun to split, forming mandibles that clicked together involuntarily. Razor-sharp fangs pushed through his gums, replacing his human teeth with instruments of predation.
The bloodlust hit him like a physical force, primal and overwhelming. Every cell in his body screamed for sustenance, for the rich protein that could only be found in living flesh. He could hear his adopted mom heartbeat through the door, smell the iron in her blood, sense the warmth of her skin.
No, Ben thought, but the word felt distant, overwhelmed by instincts that weren't his own. I won't hurt her. I won't become a monster.
But his body had other ideas. Spider-like appendages erupted from his eye sockets, pushing his human eyes aside like useless vestigial organs. His skin began to split along his arms and legs, revealing the chitinous exoskeleton forming beneath. He was becoming something inhuman, something that belonged in nightmares rather than reality.
"Ben?" May's voice was closer now, right outside his door. "You're scaring me, sweetie. What's wrong?"
Ben clamped his hands over his mouth, muffling the inhuman sounds that kept escaping. He had to get out, had to put distance between himself and the innocent woman who'd raised him. But his legs wouldn't obey him—they were too busy transforming, joints relocating and multiplying to accommodate his new anatomy.
The door handle turned with a soft click.
"No!" Ben tried to scream, but the sound that emerged was more akin to a hiss than human speech.
Light spilled into the room as the door swung open, illuminating Ben's monstrous form. But just as despair threatened to consume him entirely, salvation arrived in the form of a familiar green glow.
Light spilled into the room as the door swung open, but just as despair threatened to consume him entirely, the Omnitrix flashed to life!
[Genetic contamination detected in primary user. Emergency protocols engaged. Initiating corrective measures.]