Aqua's Aquarium

* Astrophage is more like a virus that either alters people, causing them to commit crimes or violent acts, or a power that supervillains are starting to use.

* Grace is still a middle school teacher who got bitten by the spider, obviously.

* Adrian is the one who stitched up the suit (the Aunt May of this universe).

* He has all the perks of a normal Spider-Man, but he's still Grace, so he's incredibly clumsy. He does have a super-strong spider sense, and that's what saves him 100% of the time, but he absolutely does not have the agility. When adrenaline kicks in, he can do anything, but otherwise he'll trip over the most ridiculous things.

* He was wearing his yellow raincoat the first time he saved someone, so now he wears it over his suit (along with his white Converse).

* The spider was discovered by SHIELD (which is undercover as a scientific research facility that Grace works for part-time). After the original test subjects (who were only able to survive the spider mutations if they possessed a specific gene) were killed in an attack, Eva delivered the spider to Grace so he could be bitten before other villains got their hands on that power. (My boy gets unwillingly turned into a savior in every universe.)

* Simon is still an ex-convict who, in exchange for his freedom, is asked by the evil company of the day to test a series of mines infected by what appears to be blood from a meteorite (which eventually turns out to be the symbiote Ellie!).

* Astrophage is more like a virus that either alters people, causing them to commit crimes or violent acts, or a power that supervillains are starting to use.

* Grace is still a middle school teacher who got bitten by the spider, obviously.

* Adrian is the one who stitched up the suit (the Aunt May of this universe).

* He has all the perks of a normal Spider-Man, but he's still Grace, so he's incredibly clumsy. He does have a super-strong spider sense, and that's what saves him 100% of the time, but he absolutely does not have the agility. When adrenaline kicks in, he can do anything, but otherwise he'll trip over the most ridiculous things.

* He was wearing his yellow raincoat the first time he saved someone, so now he wears it over his suit (along with his white Converse).

* The spider was discovered by SHIELD (which is undercover as a scientific research facility that Grace works for part-time). After the original test subjects (who were only able to survive the spider mutations if they possessed a specific gene) were killed in an attack, Eva delivered the spider to Grace so he could be bitten before other villains got their hands on that power. (My boy gets unwillingly turned into a savior in every universe.)

* Simon is still an ex-convict who, in exchange for his freedom, is asked by the evil company of the day to test a series of mines infected by what appears to be blood from a meteorite (which eventually turns out to be the symbiote Ellie!).