A/N: This will be based off The Spectacular Spider-Man animated series (because to me is the best spiderman of all time) basically my alternate version. Except with a ton of twists and a little TASM references. The Avengers, SHIELD, and other heroes and villains will be involved. Eddie Brock is still in high school(with different appearance), a surprise extra friend of peter. This takes place before the spider bite. Some characters look different on purpose.

Bold - location/time/event

Bold underlined - character speech/POV

Italics - character thought

Bold italics - sound effects/action/on the phone

- 10 years ago

In peaceful Queens, the residents of the parkers, Dr. Richard Parker was at his desk in his home office upstairs, Checking analyses for his latest work. And by his desk is another table but on top is an opened briefcase filled with finished papers. He has got a call from his business lab partner and long time friend Dr. Carl Brock saying that he finished his work and ready for tomorrow and Dr. Connors, their leading scientist at Oscorp, notified them new projects that Norman Osborn has kept requesting with the still military solutions that some ideas sound to suspicious to both of them as Norman still tries to look into Parker and Brocks work which makes it more suspicious. Richard reply that he is almost done with his too as the call end with Carl letting him know his wife is on her way to pick up his son.

After finishing and confirming his equations, he place his last sheet to the briefcase and closed it lock. Now he decided to reward himself with some coffee.

As he walked down stairs he sees his five year old son Peter playing his toy helicopter as he runs out of kitchen and passed the stairs Richard is at and heading to living room. Right after Peter coming out the kitchen is another boy by the name of Eddie Brock, Carl's seven year old son, who came by to play with Peter as he brought his own toy jet fighter.

Richard and Carl became good friends while at work for years. Their wives, Mary Parker and Jamie Brock, are more bestfriends, and ever since they have their sons, the two boys became inseparable.

Richard made his way to kitchen and finds his wife Mary sitting in the dining table with a cup of her coffee in her hand. She smiled at her husband and signal her head another mug of coffee waiting for him.

Mary Parker: I was wondering when you're finally finished.

Richard reach for his mug and respond

Richard Parker: now I am done with work.

Mary grinned while raising her eyebrow at her ever workaholic husband.

Mary Parker: you mean the work you said you should finish three days earlier so we can finally have another family time together, again?

Richard awkwardly chuckle and sigh. His free right hand reached for his wife's left on the table to let her know he really didn't mean to extended himself to the last minute.

Richard Parker: I sorry honey. I didn't plan for it to be this long. My equations are almost ready until Dr. Connors requested both me and Carl to help his experiments, we were so close again but it backfired... again by yesteryday.

Richard looked down. This was the time he suppose to be with his family and but in the end work took his priorities yet again and he still held his own responsibility to fail them again. Mary sees his honest glooming husband and cheer him with a peck on the check. He looked back up to her and sees her always gentle smile.

Mary Parker: how about by tomorrow, you can at least ask Connors for once. We know his family too, he should understand.

Richard nodded and sighed again as he rest his right hand on his forehead. Causing mary to become more concern.

Mary Parker: is there something wrong.

Richard Parker: Mary, it's not just with Connors' dilemma. Oscorp has been kept pushing me, Carl, Connors and everyone else in our lab station with their ambitions. They even try sneaking into our work for their own benefits which I don't like.

This wasn't the first time he told Mary about this but all this is becoming more and more skeptical than usual. She leans and hugged her slight stressful husband to calm him down.

Mary Parker: Richard, if things go wrong I know you won't allow it to go on. For not just for me but for Peter too.

He finally smiled back as they turn to the doorway of the kitchen and both smiled as they just hear the boys taunting eachother as they play with their flying fighters.

- later that evening

It's late afternoon. Richard is at the kitchen table reading todays Daily Bugle jumbling up their possible theories on the next update with the the extra terrestrial organic life form, the life form both Richard and Carl have been working on recently and claiming the title of this discovery based on it's characteristics known as "the symbiote". Richard rolled his eyes on their yet again attempts to jump conclusions on their perspective towards science.

Mary is finishing with dishes after a nice dinner and then have Peter to get Ready for bed.

Peter just walked to the living room passed the stairs above him then-

*glass crashing

Peter felt confused as he decided to walk towards stairs. After four steps up he heard papers rustling and drawers slamming from the distant. The boy can tell its coming from his father's office.

Peter Parker: dad!?

As peter continues to walk up the stairs, Richard heard the call and got up from his seat.

Peter made it to the office. Seeing papers and glass shards everywhere, drawers that have been slammed on the ground. And infront of his sight is the large window with a huge breach letting in the the cold are a green leaves from the near by tree.

He turned back with fear.

Peter Parker: DAAAAD!!!!?

Richard hear scream louder this time as he reached the stairs. He rushed up the steps and made his to office and seeing what his son has discoverd in full shock. Picked up and scan falling papers.

Mary made it and was too shocked from what she is seeing.

Richard then stood on the side of the desk which was facing the window. after checking he notice half of his work was missing, including his main research.

Richard Parker: 'my specialize spiders!'

He then faced the window with that huge damaged breach and turned back to his family who are in fear. He now knows what just happened.

Richard's phone buzzed. He pulled out his phone and sees the name of his life long friend.

On the phone

Carl Brock: Richard, we got a problem.

- later in their car

It was raining. Mary is in the back to comfort Peter. To him everything seems to be going fast, he has no idea what is happening; his Dad's office, fast packing, rushing to the car.

Peter Parker: 'did people sneak in? Breaking things badly? Where are we going!?'

He tightened his hug to Mary as she tries to calm him down. Richard is in the drivers seat on his way to his older brother's house. He looked at his rear view mirror and seeing his son in the most scare he has ever witnessed. He gritted his teeth and tightened the steering wheel as he sternly focuses on the road.

Richard Parker: 'I will NOT let them drag our own son into this. I have to keep him safe from my own trouble. Luckily, I know the one person who I always count on.'

- Ben Parker's home

Ben Parker sits in the chair at the living reading today's newspaper while his wife May is reading her book on the couch close side to her husband. There evening was peaceful until a sudden knock on their front door. Ben insisted to answer it.

His brother Richard stood before him.

Richard Parker: evening Ben.

Ben notice his sister-in-law and his little nephew stepped out of the car. But the kid looked a little shivering.

Ben told his younger brother they can come in.

Mary and peter were on the couch as the mother keeps holding her son. May though is staring at a child size suite case and a kid size backpack piled next to the couch. Was the aunt unaware for his nephew to stay for a while? But Mary hopes that this will be over, she just often sees these verbal attempt as bluff but this is really happening.

Meanwhile at the kitchen with the Parker brothers.

Ben Parker: how long will you be gone?

Richard scratched the back of his head as he looks down but with a grim face. He then looks up to his brother but talks a little quiet than normal to keep Peter from getting involved.

Richard Parker: Ben,. . . Remember all those negotiation attempts that the heads of oscorp keep barking at me about.

Ben nods and follows their low volume conversation.

Ben Parker: ah yes, those. Military, destructive, arrogance, there were recent mishaps there and they still allowed it to slide.

Richard Parker: well they are after me and Carl now. They broke into my office and stole a quarter of my work.

Ben Parker: What?!

Richard Parker: Ben please, I can't give you further details, I don't you or may to mix in this as well, that's why I came to you first. I am here because you're the only one I know in heart to keep my son safe. He doesn't deserve to be in this mess. You heard me what just happened. Mr. Osborn has even courted supposedly former workers to prison and they still continue those projects for him.

Ben was lost for words. He then starts thinking about the boy. He truly doesn't want anything happened to him, even with little power both him and his brother have against one of New York's biggest business empires.

Ben Parker: where are you going

Ben asked with more concern to his younger brother.

Richard Parker: Carl still has connections with Stark Industries recently but still hasn't accept it yet. If we both go, leaving no leverage for Oscorp on either of us. It should take us less than a week, Maybe four days.

Ben is still worried. Richard was suppose to be last before Peter came. It was just the two of them for years.

He nodded to not let his brother and nephew down.

The two men reached the living room. Richard nod signaled his wife. Mary and Peter got off the couch and the father came closer on his knees at his only child.

Peter Parker: where are you going?

Richard placed his right arm on Peter's shoulder.

Richard Parker: Peter. . . Your mom and I will be gone for a week, hopefully shorter. You'll be stanying with your uncle Ben and aunt May. They are always good to you, you know that.

Peter Parker: I wanna go with you.

The son asked to his father. Richard tries to smile to brighten it up, but he is truly uncertain.

Richard Parker: Peter, this isn't something me and your mom wanted, but we promise to come back for you as fast as we can. And. . . If anything happens,. . . I am sorry. Someday you'll understand. Just promise me, should you make a choice, don't look the other way and know what is right, even better than I am.

Peter stares as his dad, try to grasp every word he offered. Richard then hugged his young son. And Peter hugged back on the verge to tear up, the same for Richard.

Mary then walks up the two, crouched on her knees to Peter as their eyes at the same level. She too hugged him but a tear on her left eye came down slowly.

She lets go of her embaced but moved her hands to hold his cheeks. Peter can see the tear from his mom's face. Her looking sad is making him sad even more.

Mary Parker: we WILL come back for you and everything will be okay.

Peter nodded but now his tears streams down slowly. Mary sees it and gently wipes his cheeks as she softly smiles to make her only baby happy. She kissed his forehead and finally stood up.

Richard steps in and slowly ruffled Peter's hair.

Richard Parker: we promise we'll come for you.

He then guides mary to exit he stopped as he holds the door open, he looks back at his brother.

Richard Parker: thank you Ben. I'll always count on you.

Standing next to Ben is his wife in a little shock and trying to comprehend what she entirely witnessed. She looks at her husband who looks at his brother. He gave a proud nod. The leaving couple closed the glass outer door and proceeds to their car.

Peter then stood infront of the glass wall watching them to the car. He sees his mom turns to see him back but with full tears.

Ben then stood next to him as he watch the departing couple.

Ben rest his left hand on peters head. Peter looks at his only uncle. Ben looks down on him with soft smile knowing his nephew that everything will be okay. But Peter looked at his parents now in the car, believing that this doesn't look like it's gonna be okay.

The car starts it's engine and drives back on the road, leaving Peter's sight.

It was the last time he sees his parents before next week like they both promised...

Little did he know in the end, it was the last time he saw them...

Forever.