Disclaimer: I don't own Spider-Man nor any other Marvel characters that appear in this fic. All of them belong to the great Stan Lee and other various Marvel writers, who are creative enough to give us these amazing heroes who inspire millions of people worldwide. Thank you Marvel, for giving us these incredible heroes to look up to.

Author's Note: All right, time for the second chapter. Sorry for such the long update. It's been kind of daunting trying to recreate Spidey's origins, plus I'm working on the Superior Rewrite as well. Thanks to Pegasus spider for reviewing, fallendestinyxx for favoriting, and Turtleboyz for following. You guys rock. Pegasus, could you tell me what was confusing about the first chapter for you? I just want to see if it's a major issue I should fix. You can just PM me whenever.


The taxi car pulled to a screeching halt, and Peter and Ben hopped out, thanking the driver and paying his fare. As soon as they had stepped out, the cab pulled away from the curb, the tires screeching and smoking as it drove away.

"Man, that guy was insane," Ben said, raising an eyebrow at the retreating taxi. "I mean, he got us here fast, but I felt like I was going to fly out the window every time he did anything."

"I know," Peter said, looking slightly pale. He got motion sickness very easily, and that taxi drive did not help at all. "Did you see the guy's name at all?"

"I think the license said it was Jake Lockley, but I'm not sure." Ben shrugged. "I didn't pay much attention to it, though, so I could be wrong." Then he looked around their destination, and his eyes widened. "Whoa…"

"I know," Peter said, grinning at Ben's amazement.

They were standing in the middle of downtown Manhattan, surrounded by skyscrapers and heavy traffic. And in front of them was a tower to dominate them all, rivaling even the Empire State Building. Giant, bold letters spelled out Oscorp Industries.

"Dude, Pete, you never told me the science exhibit was here!" Ben stared up in awe at the tower. "This is like the science center of the world here!"

"Well, you never asked." Peter shrugged nonchalantly, though he had a huge grin on his face as he spoke. "And besides, I thought you knew."

"I didn't even know you were going to a science exhibit in the first place." Ben shook his head. "Remember?"

"Well, before I knew that, I thought you knew." Peter looked at his watch. "You know, I think the tour's started already."

"Oh crap! Let's go!" Ben yelled, sprinting into the building, following close behind.

They entered the main lobby, which was one-hundred yards long and over sixty yards wide. Peter had a feeling that they could fit their house in here without a problem. Several people in business suits were bustling by them, some talking rapidly into their phones, others hurrying to meetings throughout the building. Escalators ringed the wall to their right, and as Peter looked up, he saw almost the entire building through a thirty-by-thirty foot hole in the ceilings.

Okay, Peter thought. I'm officially impressed.

"Peter, there!" Ben pointed to a large group of students who were going up the escalators being led by a woman in a lab coat. They sprinted to the escalators, and managed to catch up with the group at the top.

"Whew," Ben breathed a sigh of relief. "Looks like we made it just in time."

"Yeah." Peter agreed. "I wouldn't have wanted to miss this. This could change our lives!"

"Yeah right, Peter." Ben snorted. "Like there's any chance of a science exhibit changing us forever."

"Excuse me," The tour guide said curtly, looking at them with obvious annoyance. "But would you be willing to grab nametags from the front desk before you join us?"

Peter and Ben glanced at each other, and then sprinted back downstairs to grab the nametags.


"…and if you look over there, there's the latest in our computer processors. You may not know this, but Windows and Apple are basing their current software off of this, simply because this is so advanced-"

"Peter?" Ben rubbed his eyes very wearily.

"Yeah?" Peter didn't take his eyes off of the professor who was leading them on the tour.

"I'm sorry, but this is giving me a headache. Seriously. Even Mr. Leber's lectures don't hurt as much as this."

They were standing on the twentieth floor of Oscorp Tower, walking through the computer software wing, showing off several innovations in the field, some of which included a holographic monitor, an instant recovery system, and a portable desktop computer able to fit within a suitcase.

"Hey, this isn't boring." Peter whispered back, still looking straight at the professor. "Look at all this innovative stuff they have here-"

"I know it's not boring. It's totally innovative, I get it." Ben shot back. "But I'm just saying, all this talk about software makes me feel like I have a drill in my head."

"And now, that concludes the computer software part of the tour." The guide finished, leading them to a pair of escalators. "We have just one part of the tour left, and that will be the Genetics lab."

At this, both Peter and Ben looked at each other. Their father had worked in this department before he had died.

They followed the guide up the escalators to the next floor, where they proceeded into the lab. Ben and Peter looked around, feeling slightly tense. They had never really paid too much attention to their father's career, but they did know that he had worked extensively with genetics, being one of the top scientists in the field. According to Uncle Ben, the only scientists whose credentials could considered to be equal to their father were Miles Warren and Norman Osborn.

The lab was completely white, almost unnaturally tidy in its organization. Several scientists were standing at their own work stations, staring into microscopes and jotting down notes and ideas. The students began to examine the several displays that were being shown prominently throughout the lab, but one in particular stood out to Peter. About a dozen small glass containers were stacked neatly beside each other, with large dust bunnies inside them.

Peter frowned. Wait, he thought. Why would they have dust bunnies on display? He wandered over to the display case, curiosity driving him. Ben followed, raising his eyebrow as they walked. "Why are we going to look at dust bunnies?" He asked.

"I don't think they're dust bunnies," Peter replied, reaching the display and peering into it. Now that he was closer, he saw that they weren't dust bunnies, but long, thin strands of webbing all interweaved with each other. "It's webbing." Suddenly, he saw the small eight-legged animals crawling around the walls of the container, and he suddenly realized what it was. "This is a display for spiders. Hey, there's one missing." He pointed to an empty container on the bottom row.

"Oh, great." Ben shuddered. "Now there's a runaway spider in the lab. Perfect. But why are they displaying spiders? Everyone hates spiders."

"I'm glad you asked." A voice suddenly answered behind them, making them jump and turn around. A man stood there in a white lab coat and black pants, wearing horn-rimmed glasses. He had a small smile on his face, his blond hair neatly combed to the side. He was holding a small clipboard in his left hand, while in his right-

Peter blinked and swallowed. The man was missing his right arm.

"You see, spiders are one of the most intriguing animals in existence." The man continued, leaning forward to study the arachnids. "They weave their webs in fascinating and almost artistic ways, as if they want their designs to be aesthetically pleasing. Speaking of the webs, theiir webbing is delicate and almost wisplike, and yet it can support the weight of a steel beam if needed. Scientists around the world have tried to duplicate it, but no one has managed to succeed. Well, except one, that is."

"One?" Peter asked. "Who?"

The man straightened and looked at Peter. He smiled and said, "Richard Parker. Who is, by my guess, your father, Peter. And yours as well, Ben." He added, glancing at Ben, who was looking at the man in surprise.

"You-wait, you know who we are?" Ben asked, glancing from Peter to the man.

"Of course," The man nodded. "Your nametags."

"Oh. Right. Forgot about that." Ben shuffled his feet, clearly embarrassed.

"But forgive me," The man suddenly said. "I forgot to introduce myself. I am-"

"Dr. Curt Connors." Peter suddenly blurted, recognition of the man kicking in. "You're the head of the genetics lab here, right?" He couldn't believe it. He was talking to the head geneticist of Oscorp Industries! Wow, he thought. Maybe this trip really might change my life.

"Correct." Dr. Connors nodded. "Although I'm not sure how I managed to end up with the position. Dr. Warren is much more qualified than I am. Perhaps he didn't want to take up the mantle after what happened to your father."

Peter and Ben glanced at each other. "What do you mean?" Peter asked hesitantly. "What happened to our dad? Was he in trouble with someone or-"

"Oh, no! Of course not!" Dr. Connors apologized. "I was merely stating that he did not want to take up the position after your father passed away. Having your father's position would've brought back painful memories, I assume. They were close friends, from what I've heard."

"Did you know our father?" Peter asked. Now that he had gotten over the shock of meeting with the head of the lab, he found that Dr. Connors was very easy to talk to, almost like a teacher.

"I did, but not very well, I'm afraid." Dr. Connors let out a small sigh. "He was a brilliant scientist, always coming up with new theories and ideas. Not to mention he was always willing to help a coworker out. I could honestly say that he was one of the most respectable people I have ever met."

Peter blinked. He had never heard so much praise about his father before. He had heard from Uncle Ben that he was one of the greatest people to have ever lived, but he had sort of just assumed that that was just his uncle praising his brother. Hearing such admiration from a colleague of his dad was a little surprising. He blinked back sudden tears, hoping that Dr. Connors wouldn't notice.

Ben cleared his throat. "Um, yeah." His voice sounded constricted, like he had a lump in his throat. "You said something about our dad duplicating webbing?"

"Oh!" Dr. Connors nodded and shook his head at himself. "Sorry, I have a tendency to trail off topic sometimes." He gestured to some chairs and they sat down, Peter sitting normally, while Ben turned the chair around and rested his chin on the back, both listening intently as Connors continued. "As I was saying before, your father studied webbing from a variety of different species, and somehow managed to make a formula for webbing that theoretically had the same properties as spider webbing, but enhanced it and made it practical for human use." Connors sighed and leaned back in his chair, staring up at the ceiling. "What an extraordinary accomplishment."

"But you said it worked theoretically." Peter said, frowning.

"Yeah, but it didn't work in actual practice?" Ben leaned forward. For once, he actually looked interested in talking about science. "Or did they never get to test it in the first place?"

"The latter," Connors nodded. "Right as Richard created the formula, OsCorp hit severe economic trouble, and they shot the idea down. And then after that…" He trailed off, looking uncomfortable.

A cold chill crept across Peter's neck as he looked at Connors. After that, their father had died in the plane accident along with their mother.

"Well," Ben suddenly stood up and reached his hand out to Connors. Peter could see his hand shaking slightly. "Thanks for talking to us, Dr. Connors. It was really interesting-"

"OW!" Peter suddenly cried, slapping a hand to the back of his neck. Several people in the lab looked over in annoyance at the loud disturbance before returning to their work.

"Peter, are you all right?" Connors asked, looking concerned.

"Yeah," Peter said, pulling his hand away from his neck and staring at it. In his palm lay a twitching spider. "I just got bit by a spider, that's all."

"May I see it?" Connors asked, holding his hand out. Peter obliged, handing the dead spider to him. Connors looked closely at the spider, and for a brief moment, Peter thought he saw a look of panic flash across the man's face. But then Connors laughed and smiled at Peter. "Don't worry, Peter." He reassured him. "This spider's harmless. Just gives a little sting when it bites, that's all."

"So he's not going to die of poison?" Ben asked. "Dang it. Now I won't be able to steal his stuff."

"Oh, shut up." Peter snapped.

Connors laughed. "Well, it certainly has been interesting talking to you two as well." He stood up and shook both of their hands. "I hope this has been a good day for you."

"Er, do you mind if we visit here so we could talk more?" Peter asked uncomfortably. Seeing Connors raise his eyebrow, he quickly added, "I mean, if not, it's okay, but-"

"Of course! Come in anytime, as long as you don't skip school." Connors winked. "I'll see you boys soon. Oh, and by the way," He added. "You missed your group leaving."

Ben and Peter looked around and saw that everyone that was involved with the tour was gone. "Oh crap!" Ben exclaimed. "We gotta go! C'mon, Pete!" He grabbed the strap of Peter's backpack and began hauling him to the elevators.

"Thanks, Dr. Connors!" Peter said, trying to keep his balance as he stumbled alongside Ben. "We really appreciate you talking to us!"

"Anytime, boys!" Connors smiled and waved at the two boys. He continued smiling until they were out of sight, before letting it be replaced with a look of horror. "My God," He whispered. "Peter...what will happen to you?"


End of chapter 2. I apologize to Pegasus Spider for not updating for a month. I'll make sure I update these chapters sooner.