THIS IS A REBOOT OF THE FIRST CHAPTER BECAUSE THE ORIGINAL SUCKED REALLY, REALLY, REALLY BAD!

I also watched TASM 2 AGAIN last night. I cried so freaking hard, I thought I'd get an asthma attack or something.

Beginning again was something that Peter had wanted to do from the second he set foot on those streets with his younger sister. He was given two chances. The first was that one unfortunate - fortunate... he couldn't decide - day when he got bit by that spider. He decided to use the gifts he earned for good, and to help his sister with her own.

The second was when Clint found him in that back alley. Peter hadn't had a single idea about what was going on, but in the end, it ended up being good. The results where much more than he could have ever hoped for. Again and again he wondered what would have happened if it had gone differently. Even just one detail out of whack. Could something have been different?

It took a lot of time for him to realize that things could never be better. In fact, nothing could have gone wrong that would have kept him alone with no one to help but his sister. And Gwen. Of course Gwen. She'd been a life saver for them both, setting aside all spare time to help patch them up and even, on occasion, give them somewhere warm to sleep for the night. She'd been like a guardian angel to them both.
After nearly a year of the three of them knowing, the only other people acknowledgeable of their predicament the school they went to... things... fell into action. Connors was suddenly at their heels and they couldn't be in one spot often, not even the school. The one time they'd tried sleeping in the gym they where attacked. They didn't go to Gwen's often anymore, and Peter told her it was to keep her safe, and it tore his heart to see the sadness in he eyes when he told her that. She'd looked down on the floor, Elli sitting next to her and looking at Peter helplessly.
"I'm sorry." He'd said. "I just can't risk anyone getting hurt."
Gwen had looked at him, and then jumped up to kiss him, and by that time he'd already decided. He didn't see her for another six months.

At that time he'd gotten sick, and had told Elli to stay at the 'safe house' as to keep her from harm. But he still went out in costume. He knew that she absoloutly hated when he did it to himself. Then, one night, after Peter had come back Elli had run off to get medicine, and he went to find her because he didn't want her to get caught, but he himself just ended up being cornered. Before he knew it Clint and Natasha had saved them.
It was a miracle, Clint and Natasha, the two souls who'd grown attached to him and Elli from the second they'd even gotten close to bonding. Not long after they became even closer, Natasha earning the nickname of 'Mama Spidey' while Clint was rewarded 'Pa Legolas'. Steve, Tony, Bruce and Thor became like uncles, Darcy, Pepper and Jane like aunts. They'd made the two go to school regularly, and helped them get better at fighting crime. They'd become one big, happy, absolutely crazy family.

Family.

He hadn't been part of one for a long, long time.

But it wasn't done growing.
Not long after, Peter and Gwen began to see each other more often again. He'd go to her fire escape and knock on the window when he needed help covering up some injury that both Natasha and Elli would have a fit about, whilst Clint would pat him on the back and say 'one more scar for the collection'. Everything was perfect for six months. Graduation was getting close, Elli would have only two more years of high school and Peter would be headed off to collage, and maybe even be getting married. Graduation had, as he remembered, been a mess. A happy mess. Again, everything was perfect, even more perfect if that was even possible. But tragedy couldn't seem to stay away from him. She'd died. Gwen had died.

Peter had no idea what to do with himself. No one knew how to help him. Elli would occasionally knock on his door, asking if he wanted to do something, or Tony, Jane, and Bruce would ask of he wanted to do science, or Steve and Thor would ask if he wanted to cook, Darcy would wonder if he wanted to prank someone, and Pepper would ask him to join her in a craft of some sort, but Clint and Natasha hadn't. Clint had asked two times if he needed some cheering up. Natasha had once offered a hug.
He'd declined both.
In due time, Peter grew better. Every once and while you could spot him smiling, the same cheesy grin all the same. Sometimes he would smirk and joke around and the latter grew even more and more likely to happen. Everything was almost normal - or as normal as possible with the said group - again. Tony would drag them off to one place or another, and Thor would continually make the toaster explode.

But one day things changed. All of the sudden three more people with spider powers existed, and Gwen was alive and breathing and there again, and he couldn't seem to believe his luck for a long time. Mary-Jane was climbing the ceilings and dating his clone, Ben, who seemed very unstable and unsure in himself and acted nothing like Peter.

But now things were starting to slow to a steady, calming, repeating pace.

Peter recapped this all in his head as he stood over the large concrete city spread far out below him, a cold wind rustling his hair in every which direction. His mouth was set into a thin line, and he was perched high above on a gargoyle fixed to the side of the Empire State Building. The mask flapped in his hand, his brain registering the uneasy thought that if he dropped it, he'd be helpless.
Dusk was only just beginning to set on the horizon of New York city, and he knew that by now his sister and friends would already be out stopping the early start of the crime spree. It usually started about this time, anyway.

He could hardly feel the every so present feeling of at least two of them out there already, no doubt Elli and Ben. Again and again he found himself glancing at the street below, contemplating the thought of moving on to his usual routine or simply staying in the comfortable crouch atop the gargoyle's forehead; as he always did.

He had grown used to the steady of schedule of waking up early, eating, going out to fight crime with Elli before she headed back to the high school to start her classes, and then coming back to find either Clint, Natasha or Steve up (sometimes more than one of the latter) and cooking. By this time Gwen was studying her online courses for collage, Ben was being further educated by Tony and Bruce, and Mary-Jane was still trying not to blow her cover. He would swing in quickly, grab a snack, and then leave to start his own collage courses for the day, which included Advanced Science, Chemistry and Engineering. He didn't have too many classes; much to his relief. Between the two him and Mary-Jane would go to the on-campus coffee shop and talk about each other's problems before he went back to the tower to chill for about an hour.
At this point it would be almost four, so then he would get into his costume, (or grab it, depending on how many holes there were) and swing to one of the four the all-too-famous gargoyles of the Empire State Building. He would sit and watch the city below with amusement after finishing his studies, or stitch up all of the holes and areas that had been torn in the fine material. Sewing had been something Elli had to teach him, since she of course was a girl, and he would have been much to embarrassed to go to one of the dewing classes in whatever dirty neighborhood they'd been staying in at the time.
Then he would stay still, his deep brown eyes darting in-between each face in the busy street far below, until dusk fell. By then he would start his job of fighting crime, occasionally bumping into one of the others, but usually he was alone, since the city was so large and complicated. At about one or two-o-clock he would go back to the tower and sleep.

Reviewing the schedule over and over in his head helped him concentrate, which he found hard; with the worry of new threats popping up every once in a while, and continually more frequently. A large boom in the mutant population had grown quite large recently; causing more riots or fights in the street. It pained him to see such innocent people being punished for not having a choice.

It wasn't like he had been given much of a choice either.

He felt a slight tingle in the back of his skull, causing his thoughts to shatter. A small grin grew on his face.
"Hey, Gwen."

He was now fully aware of the chuckle the sophisticated blonde let escape her mouth, along with the twisting of twine and wicker underneath her hand, the rustle of fabric in the wind, and the slight movement of objects in the old basket she held.
"Hi." She said softly, the grin audible in her voice. "You hungry?"

He let out a breath, aware of the small, hardly visible cloud that erupted from his mouth and nose when he breathed; yet another sign that winter was on it's merry way. He nodded, his head bobbing up in down in the ever familiar motion. He scooted over to the edge slightly, making enough room for her to sit next to him, patting the empty spot.
"Come on, get over here."
He turned around to see her smiling, an old basket swinging in her grip. She broke the small distance between them in a few small steps, plopping down next to him comfortably.
"So what's up?" She asked, taking the pair of sandwiches out of the old basket, no shaking of the hand at all visible.
"The usual." He stated simply.
"I hardly see you."
He paused, glancing at her. For a fleeting moment he remembered.

He saw her, on the ground in the clock tower.
Cold and pale.
Here hair splayed out about her head in a golden halo.
Dead.

"Sorry. The classes are gettin' long. It's kinda hard to scrape up time in this busy world, eh?" He turned and shot her his usual sheepish smile.
"Well, might as well spend the night around the city together, right?"
He smiled even wider. "Would there be any other way?"

Elli sat in her classroom, and yawned.
It was a big, loud yawn, though no one turned to look at her. It was the kind of yawn that made the sides of your mouth hurt, and then they stung until you closed your mouth again.
She had hoped it was enough to drive away the gaze that had back since almost a few weeks ago, which surprised her. She wasn't much a pick for boys anyway.

But Robert Drake, or Bobby as everyone called him; was seemingly always somewhere nearby. She honestly, could hardly wait until the bell rang so she could go back to the tower without having to feel uncomfortable about his eyes on her all the time. He hardly did his work either. Well, he did, and he was pretty good, but he looked at her a lot. Too much for her taste.

She glanced at the clock.
Any minute...

The bell rang, and the science teacher, Mrs. Campbell, said goodbye to everyone for the wonderful extent of Thanksgiving break. She quickly grabbed her things, packing up the book and binder she had and strutting out of the classroom, waving to the teacher before quickly disappearing behind the doorframe. She continued to fast walk along, still aware of the ever so annoying presence of Bobby Drake behind her. Elli stopped at her locker to stuff her binder in, careful to make sure she'd grabbed what little homework she needed with her before whirling around to find Bobby standing right behind her.

She could feel herself groan, exasperated.

Bobby Drake was someone the 'cool kids' considered hot, at least in a surfer dude kind of way. He had spikey blonde hair, that was usually uncared for, bright blue eyes and that carefree smile that would've won him all of the donations and fans in the Hunger Games.
As if he could win.

"Hello Robert." She said stoically, tilting her head up a little bit to meet eyes with the slightly taller boy.
"Hi Elli."
She was suddenly aware that he was red, which was an uncommon thing. Bobby was known around Midtown High for being almost immune to the cold. His cheeks were flushed, though it was obvious he was trying to hide the uncertain blush behind a wide, cheery grin. She leaned against the locker, her eyebrows raised.
"What brings you over here, to little old me?" She asked, subconsciously shaking her head to rid her face of the sloppily cut brown hair that hung in her face.
"I... okay. Hmmm." He stuttered, rubbing his hands together. She watched with amusement as he twirled around on his heels. "I was wondering if... I dunno if someone already asked you but... do you wanna go to the Christmas dance with me, maybe?"

Her eyes flew wide, the brown irises growing large as she struggled to keep a grip on the folder in her hand.
"Oh." She said quietly, her smile falling into an uncertain, gaping frown.
"It's okay if you can't I mean... that's okay." His head fell to his chest and he started walking away.
"Wait! Wait." She called, he turned back to her. "Sure. Yeah, yeah, I guess. Sure." She mumbled, struggling on words.
He smiled. "Great. That's great."
Elli nodded, turning around as he waved. She snatched her backpack out of the locker, stuffed in her homework before slamming it shut, stopping and smiling.

It was the first time anyone outside her family had ever expressed love for her, she realized cheerily.
Bobby Drake liked her.
Bobby Drake, target of the mean girls, liked her; boring (somewhat), geekish (actually nerdy), normal (that was a huge understatement!) Ellerianna April Parker.

She started to leave, her hands balled in fists around the straps of the bag.
It was when a shrill scream erupted from the bathroom the happiness dissolved.

She was perched on the roof, her bright red hair billowing about in a great haze in the wind. Under the mask she was frowning, her mouth set into a slight downward curve, her eyes blurred with concentration; hardly noticing the blobs of color that were people passing by below her.
Her thoughts were drifting, back to the small neighborhood she'd used to live in with her abusive father and mother, who was helpless most of the time.
She wondered what she would be doing without her there to take most of the drunken shouting, fists flying towards her. The pain was hardly comparable to the time in Oscorp.

She shivered slightly.

Oscorp had been much, much worse.
Mary-Jane could still vividly feel the sting of probes and needles, all injecting her with a poison; a stinging, burning chemical combination that made her veins feel like they were on fire, make her head spin; her eyes grow blurry; her arms and legs ache. She didn't know how it felt for Ben though; even though she did remember seeing him - well, almost it was like a large disgusting version of Luke Skywalker from Star-Wars; just less freezing and more a lump of human being - in a glass container on a far wall.

She didn't mind it now, he was a person; not a clone. He wasn't just a copy of Peter Parker, he was Benjamin Reilly; her boyfriend.
Again she shivered, shaking her head to clear her jumbled mind.

She could feel that shudder go of in the back of her brain again, telling her there was danger somewhere. Down the street in an alley, probably a mugging.
She'd have to go back to the tower soon, she reminded herself, the sun starting to grow low over the cool winter skyline.
So, she stood and swung towards the scene and tried once again to forget.

Ben stood, quickly thanking Bruce for the quick lesson.
They were all coming back now, the memories. He laughed bitterly to himself. Technically, they weren't even his. Ben knew secrets that Peter would probably want kept to himself, all because he was just a copy.

He could see brisk, fleeting images of smiling people, the earlier memories being a young couple and a toddler; the later being a much older couple in a different house; a different bedroom. The same little kid though.
He could remember a million feelings, shock, hatred, anger, happiness, joy, confusion; sadness.
He could remember the hard feeling of concrete at his back whilst staring up at the stars or cloudy sky. Sometimes being rained on. Running from men. Scary men, always different; with syringes in their hands and scales racing up their legs and arms and necks. And their eyes. The soulless, yellow eyes.

He could feel a shudder overtake him as he headed down the hallway and away from the lab.

They weren't his memories though. His mainly contained of thoughts. He froze in the middle of the hall.

An embryo. That was it, just an embryo, hardly anything more than a bunch of small cells.
But in time they changed into the form of a young child, and soon after that a boy.

At this point thoughts were formed, memories slowly fading in, though basic. The necessary functions of life taking over, filling his lungs with the supplied air. His heart beating to try and keep it all going.
Then a teenager.

A person. A real person.

Loneliness.
Cold metal.
Cold. It was so cold.

Shouting, blind stumbling.

Ben sucked in a breath.
It was fine.

It was all behind him.

She froze in the middle of the hall, turning around slowly as people began to flood past her. The backpack was slung over her shoulder, though her hand was now trembling, her bottom lip quaking.

No.

No it can't be him.

She could hear the angry roar erupt and echo through the hallway, the fearful screams of the three girls that'd entered the bathroom only minutes earlier. Around her she could hear thudding footsteps, screams and shouts of fear and shock and surprise and overall confusion. She could feel the blood rushing to her head, feel her heart pounding in her chest. Unstoppable.

For a split second she made eye contact with Bobby. He seemed calm, glancing at her, lips drawn slightly apart in the notion for her to leave.
She didn't though, standing her ground and stepping to the middle of the hallway as the last few people cleared out. She couldn't see Bobby anymore.

She could see him.
He was standing there, venom and spit dribbling down his scaly chin, his lips drawn apart into an angry sneer. His yellow eyes were narrowed, the pupils mere slits. His arms shook with anger and excitement, the boney hands moving about, the claws clacking loudly against one another. A large tail swished at his feet.

"Connors." She whispered, hardly aware of her shaking voice. "Connors, what are you doing here?"

There was a large silence spread between the two. It took a moment before the creature opened it's mouth.

It laughed. It actually laughed, a deep angry; messed up chuckle erupting from it's throat. "It's simple really." It's voice sounded as if it was speaking into a microphone, two voices sounding at once, cracking and skipping like a broken record player. "When the job doesn't get done, do it yourself!"

Elli felt a tingle go off in the back of her brain, and she ducked as Connors launched himself at her.
"Gah!" Before she knew it, Connors had snatched her with his tail.
She went catapulting through the far wall, dust gathering over her thin frame as she lay sprawled in a science classroom.
She groaned, only moments later to feel a large bony foot crushing her arm, she winced, grabbing a nearby stool and started attempting to batter the great beast off.
"Nowhere to hide, Parker." Connors spat, grabbing her and throwing her into the closet behind the teacher's counter.
She fumbled to get the bag off her back, unzipping it and snatching out the mask, gloves and boots. She tore off her shoes in an attempt to pull on the boots, and then her shirt to reveal the Spider-woman uniform showing it's proud colors in the dark of the closet.
"Come out to play..." She could hear him hiss, the sound of fizzing joining his voice. Crap. The chemicals. He was a scientist!

She managed to pull on her mask just as a small glass container shattered nearby, filling the small space with a toxic smoke.
She leapt out anyway, launching herself onto his face in a loud battle cry. She could feel the claws sliding down her face and back in an attempt to pry her off, but she held fast, waiting as he stumbled out into the hallway.

Elli leapt off his face, crashing into the ceiling.
"Stop! Stop this!" She cried. "We can sort this out!"

She only gained a roar in response, Connors in turn climbing the ceiling behind her, growling and sniveling behind her. She jumped back to the floor, firing webs at him fruitlessly. He came forward, slowly stomping towards her. He took the chance to strike, large claws flying towards her and narrowly missing her face. She let out a gasp, sending a web flying at the clawed hand. It connected with a locker, giving her a split second to get to her feet. By the time she glanced up he was grinning, the webs holding a large jagged piece of metal to his hand.
"Uh oh."

He took a swing, and she narrowly dodged, pulling a move that looked like it came right out of the Matrix. She came back upright, webbing his arm and quickly tearing away the hunk of metal, discarding it. Connors roared, turning around and whipping the thick lengthy tail on top of her.
"Uoof!" She grabbed hold. "Let us... guh!... sort this - Ah! Out!"
Before she had the time to register it, Connors whipped around, sending the tail flying off and crashing through a pair of double doors, Elli still clinging to the tail. Her eyes widened in disgust behind the mask as she pushed the limp object away. "That's disgusting." She muttered. Connors was coming, slowly, as always, taking time to relish the hunt.
She jumped at him once again, but he was prepared. His arm flew out, pinning her against the window. She could feel the glass shatter, still holding together in a rigid puzzle. She struggled to get it off, trying to breathe.

She gasped and fell to the floor as the clawed hand suddenly disappeared. Her head spun slightly from the lack of air. When she glanced up she saw a boy, oddly familiar, shooting daggers of ice out of his hands, his mouth pulled back to reveal his teeth; which were bared angrily. She fired more webs at Connors, starting to pin him to the floor. The webs were accompanied by heavy sheets of ice.
Suddenly she collapsed, heaving for breath.

"Spider-woman? Hey, Spidey." She could feel a hand start to slap her face lightly. Her eyesight was starting to blur from the lengthy period of lacking air.
"Hey! Hey, don't pass out on me!"

She groaned, her eyes fluttered. She suddenly felt her face grow cold, the familiar warmness of the mask disappearing. There was a long pause, before the talking only grew more desperate.
"Bobby?" She mustered, before her eyes rolled up into the back of her head and the world went dark.