A/N This story is a little slow in the beginning but it picks up after a chapter or two.

"Taylor Watson! Are you here or not?" inquired an irritable teacher as Ben Taylor Parker was jerked out of his thoughts. "Yes'm," he replied as respectfully as he could. He always had trouble paying attention in school because he went by his middle name and his mother's maiden name for "safety purposes." "Alright then," she said, marking down a check on her attendance list. "I suggest you pay attention in high school, or they might just mark you as absent or tardy. Justise Watson?" The response was expected; it was the same response Ben's sister, May, had given each day of the year. "Please call me Jessi, ma'am." The teacher's response was also the same, "Justise is your name and Justise is what I will call you." May sighed a little. Soon Ben realized that the teacher was talking again.

Ben let his thoughts slip away from the teacher's voice as the "lesson" began. Today all she really had to talk about was how they were "young adults" now that they were going into high school, and Ben didn't have much patience with those types of talks. He went to school to learn, not to be lectured. As his eyes drifted lazily over towards the window, he saw his best friend, Leigh, sitting right next to him. Unlike Ben, who only went by his middle name at school, Leigh always went by his middle name. His full name was Alex Leigh Storm. "What are you doing here?" he hissed. Leigh was in the ninth grade, so he didn't go to the same school as Ben. He went to the high school Ben was about to go into. Since his school let out a couple days earlier for those who didn't have exams to take, Leigh must have decided to drop by for a visit.

"Watching you munchkins get the same talk I did last year. I swear these teachers must have memorized the exact same speech," replied Leigh, grinning. "Don't worry- this teacher will never notice." Ben knew Leigh was right- Mrs. Wilkins never noticed anything, despite how strict she pretended to be. "Watch this," he said, raising his hand to get the teacher's attention. She paused and raised an eyebrow before responding.

"Yes?" She asked. She never liked being interrupted.

"May I go to the bathroom, ma'am?" he requested, being more polite than Ben had ever thought possible for him.

"Alright." She said, becoming unconcerned.

"Not only will she never notice that I don't belong in her class, she'll also not notice that I won't come back. See you when you're done with your nap here. Nice picture by the way." He said quietly to Ben, getting up to leave. "Thank you very much, Mrs. Wilkins," Leigh said, being so polite it almost seemed mocking.

As he left, Ben looked down at what he had been absent-mindedly drawing. It was a sketch of Spiderman. His mask was missing, and he had Ben's face. He had been drawing pictures like this a lot lately. He had been wanting to make the streets of New York a safe and peaceful place again, following in his father's footsteps. Ben remembered perfectly the day his father had died. The tattered body beneath a tattered suit was his father's, and he had watched as a crowd of weeping people pulled him away. The suit was in a nearby museum, and sometimes Ben could be found there, looking at it as if for advice. He remembered that day and a rage nearly took over him as he remembered his father's killer. He quickly repressed it, reminding himself he would never be back; he had probably died looking for a refuge. He lost track of time, and didn't notice it when the bell rang. However, he got up as the rest of the class did, carefully packing the picture into his binder, which he put into his backpack. He was glad it was his last day to say "goodbye" to Mrs. Wilkins- she hadn't liked him since the time he had accidentally spilled his lunch on her when Derek pushed him. He presently saw Derek half-running down the halls, wanting to get out and make sure Ben didn't get away. Derek was angry with him, more so than he was with the rest of the school. At fifteen, he was the oldest person in the middle school, and he had no friends there. His friends were all college students- anyone who would get him into places he wasn't allowed or buy him beer he considered a friend. Everyone else (or rather, anyone smaller than him) was a punching bag.

Ben decided to hide as long as he could to avoid a fight inside the building, but as always, Derek found him when he left it. "Watson!" he yelled, trying to chase Ben and not particularly caring that he wasn't running. "You're going to pay for what you did today!" He said it dramatically, and Ben rolled his eyes.

"It's not my fault you couldn't keep your balance." Derek turned a little red.

"I didn't lose my balance; you tripped me!" he yelped in an attempt at a retort.

"No I didn't," Ben replied, but he knew it wouldn't help. Derek was just looking for some reason to fight him before Ben moved on to ninth grade and he was held back again. Derek couldn't think of a reply to Ben's last comment, so he just punched him in the side of the head. Ben didn't have time to react before he felt another hit like a battering ram slam into his stomach. He fell to his knees, and received a kick in the face over his right eye. He then felt another punch, this time to the eye, and three more punches in the head and face. Then another kick, this time to the exact same place in his stomach that he had recently been hit. He gasped and doubled over in pain, clutching the spot. Before landing another blow, Derek chose to say, "You fight like my grandma! But I guess you can't help it, you're dad probably never fought any better." Ben knew he said it because he found out that comments on his father made him mad, but he didn't care. It still made him angry. Even if Derek didn't know who Ben's father was, he knew that he was dead. Trying to regain his breath, he stood up and gasped out as threateningly as he could, "Just shut up." It was all his breath would allow. Still clutching his stomach with his left hand, he hit Derek hard in the nose with his right. Derek was stunned and angered by Ben's reaction and didn't recover until after another punch, this time in the eye. He swung wildly at Ben, and even though it was the same speed as all his other blows, it now seemed slow. Ben caught it easily and rolled him over his shoulder, landing him hard on his back. Ben had never done that before. In fact, he had only ever seen it on television. Before Derek could react, Ben was on top of him, throwing a flurry of strikes. His breath was back again, and he took the opportunity to yell, "You don't say a word about him!" He hit Derek in the nose again, and there was an audible noise. He had broken it. Derek put his open palms up over his face and closed his eyes in defense. Because of this, he didn't see what happened before Ben's next blow. Ben stopped it, astonished, before he pierced through Derek's head. A strange, hard blade was sticking from his wrist. He stared back at it and did the only thing he could think to do- flexed downwards, the opposite direction he had to flex to shoot his web. It retracted back into his arm. He stood up and for the first time noticed a small crowd that had been watching him fight. They had been so engrossed in it that they had somehow not noticed his blade. The only one who might have noticed was May, who was in it. He motioned with his head, which throbbed painfully when he jerked it, that they needed to go. As they left, he turned his head back when he heard Derek say something like, "Yeah, I knew you'd run as soon as the fight got tough! Come back, you pansy!" and wondered vaguely how someone could be so stupid, but he didn't really care at the moment. He turned back to his sister.

"Did you see that?" he asked as they walked home.

"Yeah," she responded, "what was that?" He looked at May before responding. She looked a lot like her mother, with her mother's face, beautiful green eyes, and red hair. The only features of hers that weren't her mother's were her teeth and mouth, which were her father's, as well as her feet, but only Ben knew about the latter.

"No. It just… happened. Our dad couldn't do that, could he?"

"No,"

"Didn't think so."

"Do you think you could do it again?"

"I don't know, let me try…" Ben flexed his wrist down again, and sure enough, the blade quickly slid out. It was about the size and shape of a punching dagger, and it appeared to be made out of bone. He was still inspecting it when May tapped him, and he looked up. A man was walking down the street near them. He quickly made the blade retract, and the man didn't notice a thing. After he passed, May said, "Something similar happened to me last week. I was pointing at a bulletin board on the wall at lunch and a tray fell. I got tense at the noise, and I thought I noticed something come out of that finger. I looked at the bulletin board later and there was a slit in it, but it could have been from anything and I didn't find anything behind the hole, so I assumed it was my imagination. I hadn't had much sleep the night before. But I guess it might have been something… let me try." She pointed at the ground in front of her and flexed her finger, and something small shot out from under her fingernail. She and Ben knelt down to inspect it. It was about three inches long, and a bit thinner than her fingernail. It gradually curved into a sharp point at the end, and it was covered in a thick liquid. "What do you think that is?" Ben asked. Immediately after he finished the sentence, the thing dissolved into the liquid. Surprised, he was relieved he didn't touch it. He didn't know what it might have done to his hand.

They didn't speak again until after they got home. They were too busy thinking.

As soon as Ben got to the apartment, he snuck into his room and looked into a mirror to inspect his cuts and bruises from the fight. As he stared into it, a face developing into an image of his father stared back at him. He had shocking sapphire blue eyes that were much darker than his father's light blue ones. His hair was almost jet-black, and his face was slightly thinner than Peter Parker's had been. Aside from those few things, he looked much like his father. He had the same thin body, the same nose that was in between strong and delicate. There was currently drying blood coming from that nose, and he felt it, trying to remember when it had been hit. He retrieved a rag from the bathroom and wiped the blood off from under his nose and over his eye. He used water from the sink to wash the coppery taste of blood out of his moth and inspected the rest of himself. There was a black eye budding around his left eye and a large bruise on his right cheek. He lifted his shirt and identified another bruise on his torso where he had been both hit and kicked. Looking at himself he thought, "It looks like I lost the fight. I wish I could see Derek tomorrow." He grinned at the thought, knowing that Derek probably looked a lot worse than he did. There was nothing he could do about the bruises. He would have to think of a suitable excuse later because now he saw Leigh walking in the room with May. He dropped his shirt and took the picture out of his backpack, then pinned it to the wall with all his other Spiderman pictures and posters. The pictures trailed a little bit into May's side of the room, though Ben tried to keep it on his side. He knew May wouldn't really mind, but he tried to keep them on his side anyway out of consideration.

When Leigh saw him, he said with surprise, "Did you get hit by a bus?" This was his way of asking what had happened.

"I got in a fight with Derek again. That guy has it out for me, I swear. I'm not sure why either." Ben replied, grinning at his best friend.

"So you mean you got beat up again?" In Leigh's opinion, if you had a single scratch when you were finished with a fight, you got beat up. This time, though, Ben did look like he had been beaten up.

"No, actually, I wanted to talk about that…" Ben replied, becoming more serious. "At first a really was getting beat up, but then he got me mad and something happened." Leigh didn't have to ask how Derek had gotten Ben angry; he was too smart to let himself get angered by most things. There was only one way Derek could have gotten him angry. "All of a sudden, not only could I keep up with him, I could beat him. It was like no contest. Everything he did seemed slow and he seemed weak."

"That's no mystery; you're probably just developing your powers. Mine developed gradually from birth, and yours are developing suddenly, right now. It's just because of the different kinds of mutations we have, I'm sure." Leigh commented. He was waiting to see why this was so important. Ben would probably figure it was just the full extent of his powers coming out. He and May had been able to shoot their own natural webs since birth, plus having the famous "spider sense," but his real powers must have just recently unlocked. Leigh's powers had developed differently, and strangely.

He had been slowly developing his father's power over fire to the point where he could make a flame a little bigger than a candle light come from his fingers, when his powers changed dramatically due to an accident. He had been about three years old, and he electrocuted himself at the day care center he went to because a couple of the older children had dared him to stick a paperclip into the light socket. Even at three, Leigh was not one to back down from a challenge, and he did not consider or even know the consequences of such and action. Ever since then, his powers had changed into control over electricity. He could still make small fires, but that power hadn't developed past where it was when he was three. He could now generate enough electricity to knock a person out, and it was continuing to slowly develop.

Thinking about this, Leigh waited for Ben to respond to his question. "That's not the strange part." So there was something. "Look at this." Ben flexed his wrist downwards as he had earlier and the blade shot out. Leigh gaped at it, knowing that Spiderman had never been able to do that. He thought for a minute, trying to figure out why this might happen. He came to a possible answer. "Maybe when you were conceived, the mutation your dad had just continued to mutate. Maybe it alters itself when the mutated person has kids." He shrugged, "It's just a guess, but you never know. It's the best I could come up with."

"Something odd happened to me recently, too." May commented. She shot a dart out of her finger on to the floor, and Leigh inspected it before it dissolved. "I'm guessing your genes have mutated, too." He said, shrugging his shoulders again. "You wanna go study that liquid?" he asked.

"I'm not touching it." Ben objected.

"You don't have to." Leigh responded. He picked up a pencil that was in a side pocket in Ben's nearby backpack and dipped it in the liquid. They went to the high school and found out, using a few lab rats that Ben felt kind of sorry for, that it was a kind of venom. It wasn't an acidic substance because it didn't burn through or dissolve anything but whatever the hard substance that came out of May's hand was. They weren't sure why this was, but it didn't really matter. The important part to them was that it was some type of venom.

They were out of the lab and back to the apartment by evening, playing video games. Ben was just about to finish May's character off when their mother walked in and said, "Get off that thing and come to dinner."

"Just one second, Mom,"

"No, now. You know if I don't stand over you and make you get off you never will."

Ben sighed and turned off the game, then began to walk to the kitchen.

"As much as I'd love to join you for dinner, I believe that I am expected at home." Leigh commented as they left the room. He looked at his watch. "Ooh, looks like I'm due in two minutes." He ran out of the room, moving so fast that even Ben and May could hardly see him. He bolted down the street, making papers fly out of people's hands as they yelped in surprise and confusion. He would make it home on time.

That night, as Ben and May were both lying in their separate beds, one of them was still awake. Ben stared at the ceiling, thinking. After a moment, he suddenly sat up and turned on the lamp next to him, and then he took a piece of paper and started to sketch.