Ben was keeping his distance. He didn't want to have the young child clone think the tests were fixed. He supplied the material needed, and let the clone go through everything and confirm his own genetics.

This is the third time they went through the blood tests. Ben looked at a desk that was tossed to the other side of the room. The full grown spider understood the tantrums, when every time his clone finished a test, a forlorn aura would overcome the child bodied genetic twin, that just looked smaller every time a test came out negative.

The only test Ben helped with was to confirm hormone levels. He found the young boy to be about 12 years old, almost 13. Right before puberty. Some of the questions the newfound clone asked showed evidence that his memories were mostly intact. Especially about Mary Jane. That stung hard in Ben's heart. 'Damn fucking bastard. Not only do you torment me, but you have to torture a child like this? When I get my grubby hands around your stupid neck...'

Before Ben could finish his threat, he thought he heard his Villain's voice in his head.

'But Benjy, some say there's no greater joy than having a child! And he's practically your inner child! You should thank me for the present!'

The unmasked Spider-man looked around, paranoid as a shiver went up his spine. "Was that him, or was it just my imagination?" he mumbled, as he didn't know which it was. That was Jackal. Sometimes, Ben didn't know if it really was that mad scientist communicating with him, or if it was just him. But Ben was distracted by a flying counter, headed towards a window.

"Uh oh!" With a quick webline, a net caught it before it could go crashing out. He turned back to the young child that smashed another desk in half, backhanded one side to crash into another counter, as he goes to pick up the other and toss it to the opposite side of the room, as the boy clenches his fists and slams them into the ground shaking everything in the room, and slams them again as the floor starts to crack under both fists, only for him to slam both fists a third time, only a little more halfheartedly.

"Damn! Damn damn damn! Stupid tests, stupid clones! I'm human! I'm human... Aren't I?" As sobbing began to permeate the laboratory.

The adult spider couldn't help but expect this. The equipment can be replaced. But this child, this smaller version of himself, was another story.

"You are human. Let's go home. Get some warm soup and you can get some rest." Putting his mask on, and putting the mask on his newfound brother, Spider-man opened the window.

They both webbed off, to let the stress be blown out, in the Manhattan air, the way the spiders knew helped them relax.

Ben had finally gotten the little spider to get to bed, after a nice change into one of Ben's extra tshirts, and a bowl of warm soup.

But now that he finished with that hurdle, for now, he had another matter he was dreading. Someone else that he would need to reassure. Most specifically, his other brother.

Ben jumped as the phone rang. 'Speak of the devil... Or knowing my luck, it's the devil's wife I need to watch out for... Please be Peter... Please be Peter...'

He picked up the phone, dreading it. "Hi, Pete?" He answered, his last moments in prayer.

"Close. What's going on? Are you okay?" Ben cursed his luck. He knew that voice, and the tone of it that was quite icy. MJ. Peter's wife, and his 'sister-in-law'. He knew she would give the 50 questions that he was dreading. Part of him just wanted to drop on the couch, with a convenient excuse, just to avoid the situation he was currently in.

Peter's freakout was certainly something. The clone sleeping in Ben's bed's freakout was another something. Now he had to deal with a certain redhead grilling him like a quarter pounder burger... which sounded pretty tasty just about now.

"Benjamin! Did you hear me?" Ben awoke from his reverie, as MJ's demanding voice broke the silence.

"Yeah Mary Jane. I'm here. How's Peter?" It may have been a subconscious effort to divert the conversation, but he was a little worried, and didn't want to answer any more than he wanted to.

"He's alright. I cooled him down. He's drinking hot chocolate in his Binky the clown mug. Now what's this about a clone?"

The blonde was trying to think of a way to close down the call as fast as he can, but he did have to tell the truth about it.

"Well, he's here, and asleep. I've given him some soup and he's resting. I'll deal with it when we wake up, and take things from there."

"Is he crazy like Kaine?"

Ben cringed at that question. He understood his 'long lost brother' 's insanities in a way, but MJ was never fond of him. She was being curt and to the point, trying to avoid Ben's habits. Which reminded him, he still needed to visit Kaine this week.

"No, I tested things out, he's a perfect clone. Just with a 'small' issue. MJ, it's been stressful. I need some rest."

"I still have a few questions, buster. I don't like to see Peter get this way, nor do I like to see you shutting down like this. And what do you mean, by a 'small issue'? Is he a perfect clone or not?"

"Um... yeah... Kind of..." Ben scratched his head sheepishly, wondering how to explain this convoluted issue to her, without getting too much into detail.

"What do you mean? And was it him I was feeling watching over me this past week?"

"Well, yeah. It was him. You don't have to worry about him. I'll take care of him." Ben then forced a yawn. "I'm bushed. Too much happened. I'm off to bed."

"Benjamin Reilly. Answer the damn question."

The man considered himself lucky he was not there in person. He could tell by her voice that the look in her eye would make most supervillains quiver. Even Wolverine was known to back off when she got this annoyed and upset.

"Well... He was artificially aged... to... well... a preteen... he's sleeping, and..."

"What?" The shock that was heard on the phone was followed by some words that would make even a devil blush, particularly since she was cursing a certain geneticist stalker. Ben overheard Peter trying to calm her down, as there was also crying in the background, as another certain child was crying due to her sleep patterns being disturbed.

Ben sighed as he was going to consider this a good time to hang up, when he went into his bedroom to check on his 'brother'.

"Oh crap!" Ben shouted out loud.

"What is it?"

"Nothing... just... I'll go look for my new little brother... oh boy..." Ben was starting to panic. He walked in on an empty bed, a missing spider costume and a discarded adult T-shirt.

The young clone was missing.

"He ran off!" Mary Jane stated dumbfounded. There was a rather loud echo in the background, as Peter started to freak out a bit.

Ben was busy mumbling about where he could find him. "He could be anywhere in Manhattan by now. With the speed we go swinging around, that's... oh no.. what if he gets lost and..."

This time Ben was cut off by a more calm Mary Jane. Still annoyed, but calm, as she was calming the two Peters, and a baby. "Calm down. He's your clone. He's a part of you... Where would you go if you were in a situation like this?"

"That's easy..." Ben heard Peter start.

"... I'd want to go and be with... oh no..." Ben was shocked, as realization dawned on him where the boy would run to. Any traumatized boy, would want to go running to the mother in their life.

"You did tell him about her, didn't you?" Mary Jane asked.

The clear night air was wonderful and relaxing. Almost eerily so for the young spider swinging across Queens, in the familiar territory that felt like home.

Crossing the Queensboro Bridge wasn't much of a problem for a skilled webhead, but the child was feeling a little homesick for a certain Aunt. He snuck away since he was tossing and turning, and noticed Ben on the phone, eventually revealed to be MJ. Part of him was not excited to meet up with the fiery redhead with all her love and compassion. Her kind touch...

How can he face her, not just as a clone, but in the body of a child? The clone was ashamed of his current situation. But there was one person who wouldn't judge him, no matter what, even outside of Mary Jane.

So he ditched the apartment to go find his 'mother'... Aunt May.

'Face it Pe... You clone... you didn't ditch. You just ran away. Man... such an idiot...'

Being a few blocks away from the familiar residential district he once called home... or what the real Peter Parker called home, the clone reminded himself; the boy sighed as he went to leave a certain area, he couldn't help but hear a scream coming from one of the alleyways.

'What's going on? I should just... but wait...'

The boy, turning right around, went into the top of the alleyway, to find what looked like a group of thugs surrounding a young woman, and a beaten and battered young man. Two of the thugs looked like they were counting money in a wallet.

As if by instinct, the boy observed the surroundings, and noticed the dumpster, the fenced off area, and the opening. Not to mention a number of trash cans and garbage bags.

'And no one is around. As expected. I should just ditch. What difference can a cheap test tube petri dish like me make?'

The boy considered webbing off, but as he looked down, he noticed the woman pleading and begging for humanity from her and her boyfriend's attackers.

But the clone then remembered something else that was important to every fiber of his being. With great power, there must also come great responsibility.

Although part of him felt he shouldn't interfere, part of him knew he couldn't just leave these two to their fates. What would Aunt May say if she knew about him abandoning these people in need?

Releasing himself from his adhesion on the wall, he took a deep breath and decided to open up with a line.

"How can you people do this..." The boy commented as he smacked two of the 8 goons with his landing, knocking them unconscious.

The other 6 thugs turned to look worried, and fearful, then as they realized that it wasn't who they thought it was, they were angry. One started to swing a chain over his head.

"Hey, this isn't the webhead! It's just some brat in a spider-man costume!"

"Try to scare us, now, huh kid?"

"Why don'tcha go run back to Mommy to get yer diapers changed?"

The gang was looking intimidating. Nothing really scary to a certain Mini-Spider, but that wasn't a reaction he was mentally used to.

"This woman is begging for you to stop hurting him, and to let them go! You got the money! So why?" The boy questioned, bitterly.

"Because we didn't like his attitude, punk! And we ain't liking your 'tude either! So get ready for a spanking, junior!" As the first guy ran to take down the kid.

"His attitude? His attitude?" avoiding a punch with the buzz of the spider sense, followed by another punch, getting his opponent off balance, the clone thwiped his attacker's right leg, and went to finish the webline by tossing it towards the wall in back of his attacker, tripping the brute, in a way that he would land into the small wallcrawler's fist, knocking him back and unconscious. "How can you call yourself a man, and excuse mugging a helpless man and woman like this..."

Turning to the other five, they started to get their weapons ready.

"Come on... let's take the kid all at once... he's just one preschool punk after all..." The leader of the pack commented as they approached their target. The two original victims of the attack were forgotten by all but the little spider-man, as the woman scrambled a cell phone out of her purse, obviously calling the cops.

The little boy couldn't help but scowl under his mask. Just one preschool punk, eh? Famous last words...

After the slight detour, the little Spider was on his way back to the good old neighbourhood, feeling a little less stressed. And quite oddly, rejuvenated. For some odd reason, slamming his fists into a bunch of no good bullies felt good to the little guy.

He was a few houses away from Aunt May's home, when he swung in quietly, observing naturally if there would be anyone that would notice. As he instinctively knew where to head, without getting caught.

'Swing by this tree, and no more webs. Careful of the house 3 doors down, there is one spot on the roof that creaks. Careful not to alert the yappy chihuahua a few doors down. Oh wait...'

The boy realized time has passed, so the annoying yapping may not occur... oh well.

Landing on the roof of his old home... 'No, the original's home... These aren't my memories... But I want to see Aunt May.'

Taking a deep breath of familiar air, he looked at the surroundings, covered in memories. The back yard, of memories playing catch with Uncle Ben. And after a good Clint Eastwood movie, there would be a showdowns at noon.

Not to mention the tasty barbeques in the summer. With Uncle Ben, it was usually the little things that felt warm.

The Front yard, with a reluctant Aunt May that didn't want to let him go on his first day of school, to him coming home with a bruise from when Flash first bullied him... To that tree... oh yes... that tree where the neighbourhood friend coaxed him... errr... the original... Why refer to these memories as his?

Anyways... That tree the original was coaxed into climbing by another boy, and they broke his arm. Aunt May really freaked out. She was really hard on that kid.

Even though Peter was initially such a major klutz. At least Uncle Ben was willing to cut that boy some slack... Even if he was upset himself. Both of them would try to downplay it.

A warm feeling fell into the boy's stomach. 'But she was being a mother, worried for the wellbeing of her son. God, I just want her to hold me and say everything's going to be all right...'

He jumped as he heard knocking at the door. At this time of night? How unusual. Crawling over to the front, looking down, from a dark area of the roof, he saw a few of the neighbourhood ladies, who arrived in their car.

'Guess it's Cribbage or Canasta night at Aunt May's. She must be pretty lonely with Peter moved out.'

But he was a little surprised when he noticed who answered the door.

A familiar elderly woman, answered, and greeted the ladies. 'Aunt Anna? What is she... Well, I guess it makes sense that she would move in with Aunt May.'

"Well hello, Janice. Rose. And Mabel. So glad you can make it. It may just be once a week sometimes, but it gets quite silent at times. How are you all?"

'Aunt Anna. The second sorta-second mother I... Peter never had. Always good to us. Whenever something happened, she was always there for us. Even on that evening, she was helping Aunt May and I... I mean Peter. Gotta remember. That's not me. I don't deserve to be called Peter.'

With greetings out of the way, the ladies went inside. The spider on the roof would open one of the windows quietly, a window he had a habit of sneaking in quietly, as he stuck to the ceiling of the house, reaching the stairs, overhearing the ladies gossip. And from the sound of things, the playing cards were taken out. No sound of wood, so most likely Canasta.

Wait... Sure Canasta can be played at 5 players with additional decks of cards... but doesn't it make more sense to play teams with 4 players? Unless Aunt May was out for a while, and Anna was house-sitting, it wouldn't make much sense.

He overheard one hand played with lots of laughter. Warm times, concocting webbing, while hearing Aunt May, Aunt Anna and others laugh over a game of cards. Although, during this second hand, something came up.

"You know Anna, we are a little worried about you. Are you sure you aren't lonely?" Janice asked.

"Sometimes, but I'm perfectly happy here. Mary Jane often visits. I'm so proud of her." It sure sounded like a proud mother type to say. And one could tell she loved her niece.

'Oh, Mary Jane. Vivid red hair, as bright as her passion... What would she want with a cheap photocopy like me...'

"Surely there are safer places than Queens for a lady of your situation... We've all moved to surrounding areas. It's much more secure, than to risk running into hooligans, like this Spider-man..."

'Is this what old ladies gossip about? Man... it's no wonder children tend to get distracted when grannies chit chat like that...'

"I'm sure there are safer places. And yes, both Mary Jane and Peter tried to talk me into going to the countryside. But I told them that I wasn't changing my mind on that matter. And I've got a pure Canasta. Pay attention ladies, I'm going to win if you keep on like this!" Anna responded.

'Aunt Anna, the Canasta Champ. Even Uncle Ben would have a hard time figuring out how she did it.'

The clone couldn't help but smile. But only for a minute.

"But after May passed, you're all alone, with all these ghosts... We think it might overwhelm you. You've got to move on."

That last thing, the clone made a double take.

'What? Aunt May? Passed? As in... what...'

Another bombshell that took the air out of his lungs. He nearly crashed to the ground, losing his grip due to the shock. He almost missed Aunt Anna's reply.

"Ghosts and memories, maybe... But I'm happy here. Ben may be gone, and May may have joined him almost a year ago, happily. But I'm not moving. I've decided my place in the world. And I may be here with these ghosts. But these ghosts are my family, and it is peaceful." With a few flips of cards, "And I'm out! Eat it, ladies!"

The clone was unable to stay there. He vanished like a puff of smoke, directionless, out the window and into the night, almost unable to see where he went, or even what was around him.

"YOU DIDN'T TELL HIM! Of all the immature, irresponsible, STUPID things you can do, you didn't tell him?" Peter, donned in his traditional blue and red outfit, was swinging with his 'older brother', berating him, and having another freak out.

"Well, sorry, I was busy trying to calm him, and you down, not to mention, MJ's 50 questions... I was a little busy with other pressing matters, than to drop everything for that matter." Ben retorted, rather impatiently.

"But this is Aunt May we are talking about! What were you thinking?" The snapping jibe was getting to Ben. Not to mention, he was rather worried.

"I was thinking that there were a few more pressing matters to worry about, before getting to Aunt May."

"How can anything be more important than Aunt May?"

"Well, I was kinda busy..." Ben was interrupted with flashing sirens of an ambulance heading in a particular direction in Queens. The spiders looked at each other and followed the ambulance. "Well, I guess we can bet what's at the end of this yellow brick road."

"Don't divert from the topic. How can you be so busy, not to recall Aunt May?" Rather than a question, it sounded like a demand for an explanation.

"I was too busy telling him he was a clone, that he was 12 years old, and that he is unable to get together with Mary Jane, and I was going to wait a few days to let all that sink in, particularly after he did all the tests, 3 times on his own!" Ben shot back, about to let himself freak out, for the first time that evening.

"And how do you know they aren't messed up by..."

"Peter, he's dead now. At least hold some respect to him. He saved my life. And do you think I wouldn't be able to tell if something was faked as far as science goes?"

"But you could have missed something..." Peter seemed to fall into his insecurities, and Ben was trying to be patient through his concern.

"Do you have so little faith in your scientific expertize that you wouldn't be able to figure a lot of those details out on your own? I had him take them out, clean them up, and do all the experiments on his own. All I did was measure his hormone levels to determine his age. That's all."

Peter was about to retort, when they found a crime alley with 8 thugs all beaten up, a woman being questioned, as Paramedics came out to help the young man, and a couple of the thugs in handcuffs. Not to mention a couple of cops trying to cut through the web net that held 2 more members.

"Well, this looks like a familiar calling card. I think he's been past this way." Ben commented.

"Gee, ya think?" The cold sarcasm made the blond just sigh, exasperated. Every time a clone would pop up, Peter would get defensive, scared, frightened and insecure. Not that Ben can blame him.

The two mentally calculate the distance. Ben cursed inwardly, and hope that the young clone didn't over hear anything compromising. And then he mentally smacked himself.

'Bad Ben! No! Bad! You don't tempt fate! This is one of those 'how can things get any worse' or 'that was pretty easy' questions! Bad Ben!'

Arriving at Aunt Anna's house, Ben and Peter looked around in their preferred spots to spy on the home to sneak in. Ben spoke first.

"He's not here. And my guess, he must have learned about her."

"Well, if someone told him..."

"Shut up Peter. Go in civvies, and go talk to Aunt Anna. Ask her about how her evening was, and the conversation that happened." Ben has lost patience. He didn't want to truly talk to Peter tonight. Sensing his impatience, and his glare under his mask, Peter listened to his brother, with a gripe, and slipped down.

Putting on some day clothes, he went to knock on the door, for Ben to overhear Anna's cheerful surprise at her nephew-in-law showing up and invited himself.

Ben himself went to search the window Going inside and sneaking around, he observed the area, and noticed that the room had some elements of a scramble. Like someone stepped on the bed, without considering the surroundings, and covering their tracks. And judging by the silence, and the open window, they probably just missed their little friend.

Having investigated the area, he put the guest bed back in an inconspicuous position, left through the window, and closed it, crawling and hopping over to the tree. After a few minutes, Peter reappeared with Anna seeing him off, and after a greeting to the other ladies, Peter walked off to the tree, climbed and spoke to him.

"It was Canasta night tonight. Although Aunt Anna didn't understand the question, Janice and Rose asked me to insist to Anna she should move out, and find a better place to live." Peter responded a little coldly, but a lot more calmly.

'Maybe he should stick around for a hand... Peter can use some grounding time. Just a few minutes with Aunt Anna and he's a lot more tolerable. But if they talked about that... and judging by the frantic exit...'

"He overheard about Aunt May. Judging by the conversation topic, and the way the room and window were left, he snuck in, and went off swinging in an aimless direction out of sheer shock. I doubt he can find his way back." the blonde stated like a detective.

"Well then Sherlock. I guess that means..."

"You finish that sentence... We need to find this 12 year old orphaned boy, in shock wandering around one of the most dangerous cities in the world, with who knows how many villains around that could take advantage of him, in a directionless state, that it's even doubtful that his spider sense might react in time for danger with how despondent he could be." The man in the spider suit commented, remembering his own dark night five and a half years ago.

Peter finished removing his shirt and pants, to reveal his old traditional costume, Peter scrunched his nose.

"I don't like this."

"Well, do you want to explain to Mary Jane why you would abandon this child in such a situation?"

After a groan, and through gritted teeth, Peter finally let out a defeated sigh. "Fine. So any ideas?"

"Yeah, I've got an idea. But just in case, I want you to check in on every gargoyle we have a habit of going to. Bruce, Clark... Even Diana." Ben started.

"But why should I stick to plan B?"

"Do you really want to face him?" Ben asked, knowing the answer.

"Fine. The gargoyles it is. Send a text if you find him." Peter stated bitterly as he swung off.

Ben launched his own webline, as he swung off.

'Okay. I know there's one place that really helps me clear my mind. The place where all this started. The place Peter and I nearly killed each other, and where he tried to cremate me. The old factory chimney. Please be right.'


After so much time, webswinging aimlessly, without thinking, the smaller webcrawler found himself on top of a chimney, thinking of what he heard.

'Aunt May... Dead? No... it can't be! This is just some twisted joke that faker pulled together! Some Vulture and Mysterio Sinister Six plot! Never thought they'd stoop so low! Bastards!'

Pulling his mask off, as it was hard to see through the tear stains in the mask, the boy looked down into the circular chimney. He then let out an inhuman wail, and a shout.

"Why! Oh God... Why! Why play this twisted joke! Is this really what you want?" Crouching down. And letting out a howl of despair, he then let out one last plea. "Give me a sign that I shouldn't just jump down there and let whatever take me..."

Barely hearing anything around him, he suddenly hears someone speak up.

"Because you have your entire life ahead of you." Looking at him was this... this person who would dare intrude on his life, as if he understood...

The young clone, amidst his tears threw himself in a fit of rage at this person who dared feign kindness.

"You! How could you! Lie about Aunt May!" Not really fighting like the pro hero he was, or thought he was, he just wailed like a berzerker.

"I didn't lie! I was waiting before I was going to tell. Honest!" The target of the attack was avoiding the wild fists flying around trying to hit, like a flailing child that was panicking.

"Did you enjoy this? Were the tests really honest? Answer me, dammit!"

Ben was trying to calm the child down. But unfortunately, the young clone had far too many things running around in his head to really make sense of it. Although he was pushing all responsibility onto someone else, according to Aunt May, Seward Trainer and Mary Jane, this was a stage of grief. Ben had seen this with a lot of the clones.

But Ben didn't just see a clone. The unmasked young boy, swinging his fists, a tear and mucus stained face, and screaming questions were just as much thrown at himself, as they were thrown at Ben.

As they practised their dance atop the tall factory chimney, Ben dodged a series of fists, that threw his younger self off balance as the boy lost his grip and fell inside.

"No! Shoot a webline! Quick!" Ben shouted.

The boy fell into the pitch blackness inside, and formed the sign of his left hand, to shoot a line, but after a second, he just heard a 'pssht" instead of the familiar 'thwip'.

'Crap! Good thing I have the other...' he then tried with the right hand, and as the webbing started to form, it looked like it was going to get caught on the side of the chimney, it stopped with the same empty sound.

A panicked look formed on the boy. 'No! I don't want to die! NO!'

Closing his eyes, and expecting a hard slam, or something to poke him hard in the back once he reached the bottom, he didn't expect a warm spot to appear and gravity to slow down. This warmth started to hold him, and it felt like a familiar swinging sensation took over.

"You okay, Little Spider? That was quite a close call."

Opening his eyes, the boy noticed he was being held by Spider-man, who had one arm aimed upwards, and had caught him. Trying to grasp what just happened, he noticed that his older self swung onto the side of the inside chimney, and started to crawl up, holding the younger one protectively.

"Th... thanks... but.. but.. why?"

"Because with great power there must also come great responsibility. You are my clone. Therefore, you are my responsibility." Ben responded.

"But why did you lie about Aunt May?" The boy's tone was accusatory.

"I never did lie. I may have been wrong, but you were dropped not one heavy bombshell, but 3 of them, in one day. I wanted to wait a little bit before telling you about her. And I didn't want you to figure out about her in this way. I'm sorry about that."

"So Aunt May... dead?" The realization was starting to hit him.

Ben finally reached the top, and set him down to sit, then Ben sat next to him, removing his mask. Taking out a cell phone, he then typed a message, and after a reply or two, Ben sighed.

"Yeah. She's gone. It was quite a shock. A lot happened."

"So what was it? Shocker? Doc Ock? Kingpin?"

"Cancer." Was all the grown wallcrawler replied. After an awkward moment of silence, a reply was heard, weakly.

"After all the near death adventures, cancer was what got to her?"

"Yup."

"Do you miss her?" The boy asked. It sounded like such a weak, childish whine, through the whimper.

"Every day of my life."

"So that's something else you get over me." Oh great, Ben thought. More self-pity. Well, at least this clone had some legitimacy to his complaining.

"What do I get over you?"

"You got to say good bye to her." The boy was sounding bitter. At this point, it sounded like he was trying to find any other bad excuse to be bitter about.

'How did Seward ever handle me, when I got this bad.'

"Actually, I didn't. I was on the roof crying, in costume." The clone got up and looked offended.

"What? Too scared to face her? How could you? In her last moments..." Ben snapped back this time. This was one of the sore spots.

"I thought I was the clone at the time! I didn't think I deserved her!" the blond man replied. "Plus, the other guy chased me away. We weren't exactly friendly at the time."

"Wait... That other guy in the spider tights?" Ben nodded. The boy seethed with anger. "You mean he took away your last moments? How cruel... what would..."

"It wasn't easy. The clone issue is always a hard thing. Although I think if Aunt May knew about the clone thing, she wouldn't have wanted us to fight and argue. Besides. She wouldn't want her death to cause such hate between us."

"But he..."

"It's my problem... Besides. I'm not angry at Peter for that."

"So he messes up Aunt May's last few moments, and he steals the name AND the life?" The boy was now freaking out... Again. Ben mentally groaned... again. "And you aren't angry?"

"I had to forgive him eventually. And to be honest, I left New York for close to 5 years. Things happened. I wasn't the same man that left everything behind. I thought I was the clone, and left him the life. Then when we resolved the issues, and he offered me the life, I told him to keep it." The next part, Ben added a little bit of humour. "I know, I know, not my smartest move... But MJ wasn't going to marry me. She chose him. And for all the right reasons."

Ben noticed the stubborn face of the boy. There was no convincing him. At least not yet.

"I'll bring you to visit her in a few days. I'll have you stay with me. I don't want to leave any of my brothers alone anymore. I know what that's like, and none of you guys deserve it. Or the crap thrown your way."

"So why save me? You'd have less trouble without me around."

"First off, what is it that uncle Ben used to always say? With Great Power..."

"There must also come Great Bitches?" The boy replied with a halfhearted joke.

"That too. But I meant to say 'there must also come Great Responsibility.' I couldn't just let you die. I wouldn't be able to live with myself if I couldn't save another one of us."

The boy nodded. Then the adult Spider then sighed.

"And secondly, look on the bright side. You are breathing, you can smell, you can taste, you can swing around Manhattan with all the best views of the city. And at least, as a child, this gives you time to figure out who you are."

"Yeesh. And I thought Captain America was such a cheesy sap. Way to lay it on thick." The boy was flustered for a second. Then came the awkward question. "Am I really human?"

Ben didn't hesitate to answer.

"Of course you are. It doesn't matter how you are born. Whether it be a test tube or a womb, you are human, and don't let some freakshow tell you otherwise." Ben stated with conviction.

"Now that sounds pretty boyscout-ish. What now, Captain Corny?"

"Well, it's a couple hours from sunrise, lets say we get home. Climb on my back. I'll swing ya home." Ben kneeled down, ready for a piggy back.

"Umm... all you need is..." The clone stepped back, but nearly stumbled into the emptiness again.

"You aren't just out of webbing, but also exhausted beyond belief. Besides here's your mask. You shouldn't drop it in a fight." The man teased as he handed the boy the missing part of the costume, as he put his own mask on.

The boy didn't argue, and gladly put on his costume to hide the blush on his face for his forgetfulness of the most basic of things that seemed second nature to him. Taking a sigh, he decided not to argue as he did feel the weight above his eyes, and the crying and screaming didn't help his energy levels. So he climbed onto his older self's back, whom launched a webline, and kicked off, as they swung.

The boy let out a woohoo, as he closed his eyes, feeling the wind, and the rush of the swinging, taking a breath, into the comfortable darkness of sleep.