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(TW for: human testing, extremely inhumane practices, graphic depictions and death. Norman Osborn is NOT a good person in the slightest)


In Earth-401, Dr. Norman Osborn runs Oscorp, a secret scientific government corporation designed to generate super human's to be used in the military and war scenario's.

After countless failed attempts of Dr. Osborn's lizard experiment's, he moved on to his next big idea.

This time he was going to make a super soldier with the ability's of a spider. To do this, he genetically modified his own species of spider. Once successful, he moved on to human trials, surpassing animal testing out of eagerness to see it's effect.

Oscorp lured in people experiencing homelessness and extreme poverty with the promise of shelter, food, and monetary gain if they volunteered for testing.

After trapping them with legal documents, testing began. The first subject was called Subject:000. Dr. Osborn had the subject be bitten by his genetically modified spider. Tragically, Subject:000 died a very slow and agonizing death, much to Dr. Osborn's disappointment.

He continued this over 190 times. Some being bitten, some having the poison from the spider injected directly. Most died within an hour, some showed positive signs, but later died as well.

That's when Dr. Osborn had an idea, An idea that would later lead him to his first and only success. He gathered 7 pregnant women all in various stages of pregnancy but no further than 5 months along. He injected the mother's with small doses of the spider's poison and monitored the babies. 4 of them died due to the mother slowly dying from the poison. The rest showed signs of the poison successfully mutating the fetus, but not long after they would also succumb to it.

That's when Dr. Osborn decided to start "treatment" before the fetus develops so it would have time to fully accept the toxin. He brought in 8 more women who were just confirmed pregnant. No farther along than 4 weeks. He would again, inject small doses of poison into the mothers. All of the fetus' started to mutate while they grew. Unfortunately, 3 died in the womb before they could be born, 1 was stillborn, 3 died after birth, but 1 made it.

This baby was named Subject:205. She was a baby girl that looked human for the most part, except she had six eyes and four arms. All six of her eyes were a deep red and what hair she had was jet black, much like one of the genetically modified spider's used in the experiment.

Dr. Osborn quickly had her taken away so she could be tested and monitored. When all her vitals came back perfect, Dr. Osborn knew he had done it. Now he just needed to keep her alive.

He assigned two of his best scientists to care for her. Those two scientist's were Peter Parker and Gwen Stacey. Peter was more sympathetic and caring towards 205. He felt bad for her in a way. She had no choice but to look the way she did. And on top of that, she was born to do one thing and one thing only: Be the best super soldier the world will never know.


As 205 grew up, she became bonded with Peter. He was her only real friend. The only one that actually took the time to fully understand her. She idolized Dr. Norman Osborn. She saw him as her father and she would do anything to please him. She worked hard to be the best and get even the smallest amount of praise from him. While she saw him as her father, he saw her as nothing more than a subject, and while he was proud of what she can accomplish, it was more directed at himself for finally succeeding.

205 is able to climb walls from the little hook like fine hairs on her feet and hands, she can also shoot webs from a tiny valve in her wrists (exactly like Tobey Maguire's Spider-Man). She has two fangs on her upper teeth that she uses to subdue targets (usually convicted felons on death row but sometimes also homeless folk) by biting them and injecting her own toxin which paralyzes the target. If bitten for a second time, the target will perish. She is incredibly fast and agile, being able to keep up with even the fastest targets. She is also very light on her feet and silent, perfect for stealth.

Despite all of this, she does not speak. Or so everyone thinks. Dr. Osborn never prioritized her speech due to the possibility of her starting to ask questions she doesn't need to know the answer to. However, Peter has secretly been teaching her over time. Their time together is limited and her ability to speak isn't the greatest so she speaks in very short sentences, often pauses, and frequently mispronounces words. Her speech pattern is equivalent to a 3 year old's despite being 21. She only speaks with Peter.

Peter is the only one the recognizes how insanely intelligent 205 is. Everyone else agrees that she is smart but they still refuse to believe just how smart she is due to her looks and so called lack of speech. Gwen is one of those people. She believes that 205 is like a dog in a way. She only thinks that 205 only understands commands the way a dog does and that 205 actually can't understand what anyone is actually saying. This causes tension between her and Peter (whom she is secretly in a relationship with).

205's personality changes completely when with Peter. When training and on missions she is stoic and methodical. When with Peter she becomes playful and full of emotion. However, she doesn't fully grasp other people's emotions and has a hard time empathizing. 

205's favourite food is watermelon, every time she completes a test she is rewarded with cubes of watermelon. Peter once snuck her a peanut butter cup and she went insane over it. Now she craves them. Her diet is heavily monitored to keep her in shape and healthy so the only sweet things she gets is fruit.

Her suit was made by Oscorp, made of a special lightweight but extremely strong spandex like fabric. She wears it any time she trains or is sent on small missions.


Alas, this can not be a Spider-Man story with out a tragedy. 

After sometime, Peter is found to have an attachment to 205. Something that was strictly against his contract. Because of this, he is let go. But, since Oscorp is a highly secret organization only known by the United States government, they couldn't risk being exposed since Peter had already breached his contract. 

205 had no idea why she hadn't seen Peter that day, he usually shows up in the morning to give her breakfast unless it was a training day, then he would show up to escort her. She felt uneasy about his sudden disappearance but shrugged it off, she had work to do. When she was all suited up and in the training grounds, she was briefed on the practice mission. As she began, she located the target fairly quickly. She snuck up behind the target and quickly webbed them in a cocoon. She was about to bite them when she heard a familiar voice.

As Peter slowly awoke from the sedative he was injected with prior, he realized he could hardly move. He looked down and noticed he was wrapped u in some familiar looking webs. Oh, God.

When 205 realized it was Peter she had wrapped up, she was horrified. She had used her webs on him before but it was only playfully, never in this way. She tried to get him out but even she couldn't undo her strong webs fully. She only got a few layers broken before she heard the big metal door to the training grounds open up and close and footsteps getting closer. Peter was trying to comfort 205 while she was frantically pulling at each layer, but a shadow fell over him, he looked up and there stood Dr. Norman Osborn. This caused 205 to look up at the man as well. 

Dr. Osborn ordered 205 to subdue Peter. She knew what a single bite could do to someone and she never wanted to do that to someone she grew close with. Peter was like her brother, her best friend, her only friend. She didn't want to hurt him. Dr. Osborn kept insisting and pushing for her to bite him. She quickly grew agitated at his incessant pushing. Peter tried to talk to her to calm her down but she couldn't hear him over her heavy breathing. Osborn knew that she had a hard time controlling her anger when overwhelmed, he kept pushing her in hope she would lash out and bite the closest thing, that being Peter, still trapped in her webs.

But, he got impatient as 205 resisted, so, he pulled a syringe out of his lab coat pocket and quickly injected it into Peter's neck before 205 could realize. The syringe was full of the poison from the spider's he had originally created that started all of this. Peter was in agonizing pain as the toxin shot through his bloodstream. 205 was freaking out, she had no idea what to do. She desperately claws at her webs until she finally managed to break them all and release her friend. But there was nothing more she could do. Peter's life was slowly slipping away. She had never cried before but the heartache she was feeling was too great and soon her face was wet with all six eyes shedding tears. 

With his last few breaths and while in so much pain, he told 205 that it wasn't her fault and that he knew of the risks but decided she was worth it. When he went limp in her arms she was sat there, frozen, staring down at his face, tears running down her face and onto Peter's face and chest.

Dr. Osborn stood there watching it all happen. When Peter finally went limp he hummed and put the syringe back in his pocket, turned and started to walk away. When 205 heard his footsteps she had realized what had happened. She laid Peter down gently and slowly rose to her feet. She slowly looked up and glared at the back of Dr. Osborn as he walked away towards the door. Before he could even reach it, he was pulled backwards with incredible force. 

205 had shot a web directly onto his back and yanked him towards her. Before a guard could open the door, she webbed it shut, making sure to layer it for added stability. There was banging on the door as the guards tried to break it down, a blaring alarm went off as a red light started pulsing in the room and all through out the facility.

She had never felt such anger and resentment in her life. The man she had thought of as a father despite him never treating her like a daughter, killed her one and only friend. The only one that truly understood her. She felt nothing but hatred for the man. People may call her a monster for her looks, but the true monster was the one that brought her into this world. 

With the web only attached to his lab coat, Osborn slipped out of it and quickly stood up to face his creation. But it didn't matter what he did, 205 was always one step ahead. She had shot another web directly at his chest and slammed him back to the ground. She cocooned him up, taking care to use as few layers as possible so it would be hard to escape, but also wouldn't cushion him. With Osborn in tow, she ascended as high as she could and started to swing Dr. Osborn to gather momentum. She then slammed him to the ground as hard as she could. You could hear bones crack as Osborn screamed.

205 continued to beat Osborn into an inch of his life. Only a few minutes had passed and Dr. Osborn was looking awful. However, despite all the broken bones and pain, he tried to wiggle away from 205. That's when she finally decided to bite him, rendering him paralyzed. He no longer felt the pain, but that didn't matter when he knew there was absolutely no coming back from this. 

205 looked down at the man who created her. She had nothing behind her eyes. She wouldn't even give him the satisfaction of seeing her emotions. She was as stoic as she was trained to be. As she got ready to give a final bite, the one that would kill him for sure, a portal had opened up out of no where behind her and dragged her in. She tried to fight it, filled with rage at being stopped from avenging her friend. No matter how hard she clawed at the ground, trying to pull herself back towards the man that started and ruined everything, the force of the portal was too strong and she got sucked inside, the portal quickly closing after, disappearing almost as soon as it appeared. 


205 landed in a completely new environment. A bustling city full of people and machines (cars) she had never seen before. She didn't have time to take everything in when she heard a woman scream. She looked at the source of it and saw many people staring at her in horror. They've never seen something like her before and she had come out of no where! With all the screaming, 205 got scared and scrambled to her feet and started to run. She had no idea where she was going or what to do. All she could do was call out for Peter, temporarily forgetting what had happened only a few minutes prior.

She was confused and scared, much like the people she passed. She ran into traffic, narrowly getting hit by a car before she shot out a web and swung out of the way. That's all she could do. She had no idea where she was. She had never been outside before. All she could do was swing, causing the public to panic and flee and she blindly searched for her friend.


And somewhere, a Spider-Man was staring at a screen, watching her.