Bennett sat at his cluttered desk, staring down at the physics textbook spread open before him. The afternoon sunlight streaming through his bedroom window illuminated the pages, casting long shadows across the mathematical equations he'd been struggling with for the past hour. But his attention wasn't focused on homework anymore.
Lying within the textbook's pages, like some macabre bookmark, was a brightly colored spider—clearly venomous at first glance. Its red and blue markings seemed to shimmer with an unnatural luminescence, even in death.
It was completely motionless now, its eight rigid legs curled inward like the petals of a withered flower. There was something almost ceremonial about how it lay there, as if it had chosen this final resting place with deliberate intent.
"The radioactive spider that bit Spider-Man," Bennett muttered, his voice barely above a whisper.
He had acquired it from Oscorp just three days ago, during what was supposed to be a routine school field trip. While his classmates had been oohing and ahhing over the impressive displays of scientific achievement, Bennett had been focused on a much more specific goal. Getting close to the experimental spiders had required careful planning, precise timing, and more than a little luck.
Fifteen years earlier, Bennett had found himself inexplicably transported to this world, becoming part of the Parker family as Bennett Parker—adopted cousin to the now-famous Peter Parker, better known to the world as Spider-Man. The transition hadn't been easy; one moment he'd been a regular teenager in his own universe, the next he was a confused kid being welcomed into the loving but financially struggling household of Ben and May Parker.
Unlike Peter, Bennett wasn't their biological nephew, but rather a child they'd taken in when his own family situation had become untenable. The Parkers had never made him feel like anything less than true family, though. Ben and May treated both boys with equal love and attention, even when money was tight and resources stretched thin.
At age ten, during what should have been an innocent school field trip to a local science museum, Bennett had stumbled upon something that would change his life forever—the Omnitrix. The device, colloquially known among certain circles as the "broken watch," had been sitting in what appeared to be a meteorite fragment, its alien technology completely unrecognized by the museum's curators who had classified it as an unusual mineral formation.
Originally, this device was designed to connect to the genetic database of Primus, an artificial organic planet that served as a vast repository of biological information. Through this connection, the Omnitrix could allow its user to transform into over a million different alien species from across the galaxy. It was meant to be the ultimate tool for understanding and preserving life throughout the universe.
The watch's creator, Azmuth, had envisioned it as more than just a transformation device. He had designed it hoping the Omnitrix would become a kind of Noah's Ark, capable of preserving endangered species throughout the cosmos while simultaneously promoting understanding between different forms of life. The idea was revolutionary—imagine being able to literally walk in someone else's shoes, or in this case, their entirely different biological form.
Unfortunately, for reasons Bennett had never been able to determine, his particular Omnitrix seemed completely disconnected from Primus. The device's internal systems remained frustratingly blank, its vast databases empty, its transformation capabilities completely offline. For five years, it had been nothing more than an unusually heavy wristwatch that occasionally flickered with green light when he was particularly stressed.
If this were just an ordinary world, that technological failure might have been acceptable. Bennett could have lived a normal life, gone to college, maybe become an engineer or scientist himself. But this wasn't an ordinary world—this was one of countless universes within the sprawling Marvel multiverse, where extraordinary threats required extraordinary responses.
Tony Stark had already publicly revealed his identity as Iron Man in a dramatic press conference that had been broadcast worldwide, officially ushering in what the media was calling "the age of superheroes." The revelation had sent shockwaves through every government and military organization on the planet. If one genius billionaire could build a suit of powered armor in a cave, what were other brilliant minds capable of creating?
Bennett had little personal interest in becoming a superhero himself. The idea of swinging around New York in colorful spandex, fighting crime and saving civilians, held no particular appeal for him. But living in arguably the most dangerous city in the world meant he needed some form of self-protection. New York seemed to attract every mad scientist, alien invasion, and interdimensional threat like a magnet.
That's why he had set his sights on the radioactive spider that had given Peter his powers.
He wasn't trying to steal his cousin's Spider-Man identity and abilities out of jealousy or spite. Bennett genuinely cared about Peter and wanted him to succeed in whatever path he chose. But he had hoped that after biting Peter and transferring its genetic payload, the spider might have enough residual radioactive material to bite him too, granting him similar abilities as a kind of backup safety net.
However, the creature had died immediately after biting Peter, as if its sole purpose in existence had been to bestow Spider-Man's powers upon Peter Parker alone. The spider had literally expired the moment its fangs penetrated Peter's skin, its body going rigid as though someone had flipped an off switch.
"Perhaps this is the power of the Spider-Totem," Bennett mused, unconsciously echoing concepts he didn't fully understand. "Like fate's web—unchangeable and predetermined."
He'd read about the mystical aspects of Spider-Man's powers in some of the comics from his original universe. The idea that Peter wasn't just a victim of a random lab accident, but rather the chosen champion of an ancient totemic force that connected all spider-powered individuals across the multiverse. If that was true, then Bennett's plan had been doomed from the start.
Unfortunately, Bennett appeared to lack both the special genetic compatibility required for the radioactive spider's gift and any blessing from the mysterious Spider-Totem. He was just a normal teenager with an alien watch that didn't work, living in a world that was becoming more dangerous by the day.
Even his supposedly miraculous Omnitrix had shown no reaction to the spider, likely because arachnids weren't classified as intelligent life forms by Galvan standards. He had even tried using strands of Peter's hair to activate the device, hoping that the traces of spider DNA might be enough to trigger some kind of response. That experiment had also failed completely.
The watch's programming was apparently very specific—it wouldn't extract genetic material from non-sentient creatures, nor could it transform the user into the same species as their base form. Even if it had been working properly, turning into a slightly enhanced human probably wouldn't have been an option.
Bennett reluctantly picked up one of the spider's curled legs between his thumb and forefinger, holding the gruesome little creature up to eye level. Even dead, it somehow looked malevolent, its multiple eyes like tiny black beads reflecting the light from his desk lamp.
"Looks like I'll have to take a desperate gamble."
Indeed, he now had what most reasonable people would consider an absolutely insane idea—to eat the radioactive spider's corpse.
This was an incredibly dangerous decision, and Bennett knew it. He wasn't acting out of ignorance or teenage bravado. He'd done his research, studied every piece of Spider-Man media he could remember from his original universe, and he knew exactly what kind of risks he was taking.
He specifically remembered a particularly disturbing Spider-Man comic where someone had consumed a spider's remains in a desperate attempt to gain powers. Instead of becoming a hero, that person had transformed into a hollow shell of human skin filled entirely with countless small spiders—a walking nightmare that had eventually devoured his own mother from the inside out.
But Bennett felt like he had no other choice.
"If I were just an ordinary citizen living in New York, maybe I wouldn't take this risk," he said aloud, his voice steady despite the magnitude of what he was contemplating. "But I happen to be Spider-Man's cousin, and that makes me a target whether I want to be or not."
Everyone who knew anything about Spider-Man understood the terrible pattern that seemed to follow him wherever he went. The people closest to Peter Parker inevitably suffered because of his dual identity. Uncle Ben, Gwen Stacy, countless others—loving Spider-Man was often a death sentence.
Choosing to become Spider-Man meant constantly losing the people you cared about most. It was a burden that seemed to be written into the very fabric of the Spider-Man mythos across every universe where the character existed.
Bennett didn't want to become one of the "lost ones," another casualty in Peter's heroic journey. More importantly, he couldn't stand by and watch Uncle Ben fall into danger. Peter had already gained his spider abilities after that field trip to Oscorp, which meant the fateful moment that would transform him from ordinary teenager into costumed hero was rapidly approaching.
In every version of the Spider-Man story Bennett could remember, Uncle Ben's death was the catalyst that drove Peter to embrace his responsibilities as a hero. It was the tragic lesson that taught him "with great power comes great responsibility." But Bennett refused to accept that Uncle Ben had to die for Peter to learn that lesson.
Bennett needed power—real, significant power—to prevent that tragedy from unfolding.
Of course, he wasn't actively seeking death or transformation into a monster through reckless action. He had what he believed was a reasonable plan based on his understanding of how the Omnitrix was supposed to function.
"The Omnitrix has built-in genetic repair capabilities, and protection protocols for its bearer should be hardwired into its core programming," he reasoned aloud, trying to convince himself as much as organize his thoughts. "Using this method should forcibly activate its emergency systems."
In the animated series he remembered from his original universe, young Ben Tennyson had used the device to cure humans who had been infected and gradually assimilated by alien genetic contamination. The watch had also been capable of resolving complex genetic defects that affected evolved beings throughout the universe.
If his plan succeeded, the Omnitrix would activate its protective systems to prevent him from becoming a spider monster, while simultaneously gaining access to some form of enhanced abilities.
Bennett looked down at the watch on his wrist, its green surface reflecting the afternoon light streaming through his window. The weight of the decision pressed down on him like a physical force, but he'd already made up his mind.
He took a deep breath, filling his lungs completely and holding it for a moment before slowly exhaling. Then, closing his eyes tight and steeling himself for what was to come, Bennett shoved the radioactive spider's corpse directly into his mouth.
The sensation was immediately and overwhelmingly horrible. The eight sharp, curled legs pierced every corner of his mouth like organic needles, their pointed tips scraping against his teeth and inner cheeks. For a terrifying moment, the spider seemed to come alive again, its rigid body suddenly writhing and crawling around inside his mouth as if trying desperately to escape through any available opening.
"Mmph—" Bennett quickly clamped both hands over his mouth to prevent himself from spitting out the revolting mass due to his body's natural gag reflex.
Then, summoning every ounce of willpower he possessed, Bennett bit down hard. He could feel the spider's exoskeleton cracking between his teeth, followed immediately by the sensation of its internal fluids bursting across his tongue. The taste was indescribably bitter and metallic, like licking a battery while chewing on aspirin tablets.
"God, this is disgusting..." he thought, fighting back waves of nausea.
Bennett felt like he was suffocating, and not just from the overwhelming revulsion. The radioactive spider was highly toxic, and he could already feel his tongue beginning to burn and tingle as the creature's venomous fluids made contact with his soft tissues. The pain was sharp and immediate, making every instinct scream at him to spit everything out immediately.
But giving in to that instinct would ruin everything he was trying to accomplish.
Not only did he resist the urge to vomit, Bennett actually forced himself to swallow the entire horrible mess. The sensation was like trying to drink molten metal mixed with broken glass—the spider's sharp exoskeleton fragments scraping against his throat as the toxic mass moved down his esophagus.
Then came the pain.
Real, overwhelming, excruciating pain that hit him like a freight train.
"AHHH!" Bennett's scream tore from his throat as he suddenly doubled over, both arms wrapped around his midsection.
His internal organs felt like they were being systematically shredded by invisible claws. It was as if thousands of tiny spiders had suddenly materialized inside his stomach and were using miniature razor blades to carve their way through his flesh from the inside out.
The agony was beyond anything he had ever experienced—worse than the worst food poisoning, worse than any injury he'd ever suffered. It felt like someone was performing surgery on him without anesthesia while he was fully conscious and aware of every incision.
"Crash!"
Bennett tumbled backward off his chair, hitting the floor hard enough to rattle the furniture. The loud impact immediately caught the attention of Aunt May, who was washing dishes downstairs in the kitchen.
"They're invading my brain!" Bennett gasped through gritted teeth.
The pain had moved beyond his stomach now, spreading throughout his entire nervous system like wildfire. His head felt like it was being split open from the inside, as if hundreds of spiders were forcing their way through his skull and taking up residence in his brain tissue. Countless tiny legs seemed to be crawling through the narrow spaces between his thoughts, and there was absolutely nothing he could do to stop them.
Desperate for any kind of relief, Bennett grabbed handfuls of his own hair and began slamming his head against the hardwood floor, hoping the external impact might somehow override the internal torment.
He managed to force one eye partially open and immediately wished he hadn't. Both of his eyes were completely bloodshot, the normally white portions now a vivid red color. Worse, the blood vessels weren't just dilated—they had arranged themselves in an unmistakable web-like pattern that spread across his entire field of vision.
Bennett looked desperately toward the Omnitrix on his wrist, hoping against hope to see some sign that his plan was working.
The watch remained completely dark and unresponsive.
He had gambled everything on this moment, and it appeared he was about to lose in the worst possible way.
The changes were accelerating now. Bennett could feel his senses becoming unnaturally acute, his vision sharpening to an almost painful degree. His field of view seemed to be expanding beyond normal human limits, which made terrible sense—he was developing the compound eyes of a spider.
"Tap tap tap—"
The sound of footsteps on the old wooden staircase outside his room cut through his agony like a knife.
Bennett's entire body went rigid with a new kind of fear.
"Knock knock knock—"
Someone was at his door.
"Bennett, are you alright in there?" Aunt May's worried voice carried clearly through the thin walls.
Bennett's body was convulsing uncontrollably now. He could feel the corners of his mouth tearing as his jaw began restructuring itself, his normal teeth pushing outward and sharpening into predatory fangs designed for piercing and injecting venom.
That poor soul from the comic he remembered had literally consumed his mother's internal organs after his transformation, leaving behind nothing but an empty skin suit. Bennett could feel similar bloodthirsty urges beginning to claw at the edges of his consciousness, a growing hunger that demanded to be fed.
He wanted to eat. No—he needed to eat. Something deep in his changing biology was demanding fresh meat, warm blood, living tissue to sustain the thousands of new mouths that were forming beneath his skin.
"Run, May..." Bennett tried to call out a warning, urging his beloved aunt to flee before he became a danger to her.
But when he opened his mouth to speak, only an evil, rasping hiss emerged—the sound of a predator, not a human being. Before he could even process the horror of hearing his own monstrous voice, four slender spider legs suddenly burst through his eyelids, emerging from inside his skull like grotesque organic needles.
"What did you say, honey?" Aunt May asked through the door, her tone growing more concerned. "Your voice sounds like you might be coming down with something."
Bennett was beyond the ability to form coherent words. Every ounce of his remaining willpower was focused on gripping his own arms, using physical pain to fight back against the overwhelming urge to hunt and kill.
How could he even consider harming Aunt May? She had been nothing but kind and loving to him since the day he'd arrived in this world. She was one of the few truly good people he'd ever known.
Six new blood-red eyes had torn through the skin of his face, and through their alien perspective he could see the tightly closed window across the room. Some instinct told him he needed to escape immediately, to get as far away from innocent people as possible before the transformation completed itself.
Bennett tried to stand, tried to force his mutating body toward the window, but he had barely taken half a step before collapsing to the floor in renewed agony.
The muffled crash from inside his room made Aunt May's anxiety spike immediately. "Bennett? Are you okay? I'm coming in!"
He heard the distinctive creak of the old door handle turning.
A thin line of bright hallway light began to appear along the bottom edge of his door as it slowly swung open—
"No!" Bennett's mind screamed in absolute despair.
But at that exact moment, as hope seemed lost and disaster inevitable, the Omnitrix on his wrist suddenly blazed to life with brilliant emerald light.
[Genetic contamination detected in bearer. Emergency protocols activated. Omnitrix forced activation initiated.]