Chapter 11

A/N: Warning: major character death (I mean, he dies in the comics and pretty much every rendition of spidey, but I thought I'd put in here just in case). Also, I borrowed some ideas from the comics and previous film adaptations of Spider-man for mcu Peter's origin story, so I hope you like it. Also, in my rendition of this, Ben is played by Bradley Cooper. Yeah, I know he's Rocket, but his voice sounds nothing like himself when he's Rocket, and his face really isn't in the mcu so yeah, that's who I was imagining as Ben Parker haha. Sorry if it's a bit cliche, not really sure how I feel about this chapter. Long ass note, sorry. But enjoy, and pretty please review! :)

As soon as Peter had gotten home from his trip to Oscorp Industries, he immediately collapsed in bed. He ended up feeling so horrible that he spent the next few days in his room, with his head under a blanket, blocking out the outside world. Everything hurt, and it felt like even the tiniest noises and smells drove him crazy. He kept the curtains drawn, because the sun was just too bright. When May came into his room and turned on the lights to check on him and bring him food, he nearly yelled out in pain. It felt like even the tiniest bit of light would blind him. Peter even went as far as to use what little energy he had to go through May's things and find her old sunglasses. He kept them on his nightstand, just so he could wear them whenever May came into his room and turned on the lights. While May had seemed confused about Peter's choice of ocular wear, she didn't dare question him while he was in such a fragile state. Tony called him every day, just to check in, but Peter made excuses to either avoid him, or he kept the calls as short as possible. While Tony's voice used to be music to his ears, after he'd gotten sick, it constantly felt like he was being yelled at. And it wasn't just Tony's voice that was way too loud. It was everyones' voices. Even the radio, television, and just about any other electronic device made his ears feel like they were on fire.

After a week of feeling the worst he'd ever felt, when Monday came around, Peter was finally feeling better. Even though his senses still seemed like they were dialed up to 11, all signs of his illness had suddenly disappeared. It seemed as though his appetite had gone through the roof as well. In under two hours, he'd eaten an entire extra large pepperoni pizza, a whole box of pop tarts, and ten strips of bacon. Yet, somehow, he was still starving.

But Peter's extreme appetite wasn't the only thing that was different. It seemed as though Peter had grown an entire foot overnight, and somehow had put on ten pounds of muscle. Mind you, he was still on the scrawny side, but he had a lean athletic look to him rather than just skin and bones. "Woah," Peter exclaimed as he examined himself in the mirror. "It's like those videos we watched in healthy class. I hit puberty really fast!"

Peter clasped the handle, opening his dresser drawer. His wooden dresser was no match for his newfound strength however, and the entire dresser came toppling down. Peter instinctively jumped onto the ceiling to avoid getting hit. "What the heck?" Peter muttered to himself. How am I sticking to the ceiling?!

"What was that? Peter, honey, are you okay?" May asked.

"It's-uh nothing! It's nothing! I just fell off my bed, but I'm okay!" Peter replied. How do I get off the ceiling? My hands are stuck? What the heck is happening to me? Peter desperately tried to get down from the ceiling, but to no avail. It seemed as though his hands were superglued to the ceiling. "Oh man, this is really cool, but really inconvenient."

"WOAH!" Peter exclaimed as he suddenly fell to the ground. Okay, wow, so now you stop sticking? Great timing, Peter.

"Peter?" Aunt May called out again. "Are you sure you're alright, honey?"

"Yeah, I'm fine. Just a little clumsy," Peter responded quickly.

What is happening to me? This is so weird! I wonder if I have superpowers now? But...how? What happened to me? Peter thought back to all the comic books he'd read on how different superheroes had gotten their powers. The Flash had been struck by lightning, Superman was an alien, and Green Lantern had gotten his powers from a ring. Peter wracked his head, trying to figure out what could've caused his sudden power transformation, when suddenly, he remembered...the spider! There must have been something weird about that spider! The lab had a radiation warning outside on the door...could the spider have been...radioactive? Perhaps, that was why he had gotten sick. Curiosity suddenly struck Peter. I wonder if I have super strength too? That's probably why my dresser fell down in the first place!

Peter walked over to the area of his room where his dresser had fallen, and found that he was easily able to pick it up and place it back against the wall. "This is awesome!" Peter exclaimed. "I'm gonna be a superhero!" I mean, I am already Spider-man, but now I have powers without a suit. It's kind of a weird coincidence that Tony created a spider themed suit for me though. Oh, well, who cares! I have superpowers!

XXXXXXX

After Peter's day of online classes were over (because Midtown was still rebuilding after the Mandarin attack), he went outside to test out his new abilities. Peter ended up on the edge of Queens in a rusty old abandoned warehouse. It wasn't the most pleasant smelling place, but at least he had privacy there.

Peter had the time of his life, jumping around and crawling on walls. "WOO!" Peter screamed in joy. "THIS IS AMAZING!"

"Mr Parker, you have an Incoming call from Mr Stark," JARVIS informed him as his watch vibrated.

Shit! Mr Stark can't know about this! If he finds out, he'll tell Aunt May and Uncle Ben, and they'll never let me do anything with these powers! "Uh...no, no, no, no...JARVIS, don't answer it."

"I'm sorry, Mr Parker, but the Baby-sitting Protocol requires that I put Mr Stark through if it is in your best interest," JARVIS responded.

"Hey, kid, where are you? May said you were feeling better and that you'd be coming over today. Happy went over there to pick you up, but he said you weren't there. What's up?" Tony asked suspiciously.

"Uh, sorry! But I have this huge science project due, so I went over to Ned's to finish it. He's my lab partner this semester, you see?" Peter lied nervously.

"Hmmm...that's odd, considering that I know for a fact that Harley is your lab partner this semester," Tony replied. The current situation reminded Tony far too much of the "ferry incident" that had happened all those years ago. "Okay, clearly, I won't get the truth outta you. JARVIS, where is Peter?"

"Uh...end call!" Peter instructed JARVIS, before turning his watch off for safe measure. Whew, that was close.

"HEY-" Tony began, before he was cut off.

XXXXXXXXX

Peter got off the elevator, and began walking towards his apartment, when he heard the distressed voices of his aunt and uncle.

"You heard the landlord, May! If we don't pay rent this month, we'll get an eviction notice! And my job is laying people off like crazy right now, and I don't exactly have seniority. Even with your paycheck coming next week, we'll still be short," Ben said nervously. "What are we gonna tell Peter if we get kicked out of here?"

"Ben, honey, we'll be fine. Your boss loves you, you won't get laid off. I'm going to start taking extra night shifts, and that should cover the rent. Don't worry, honey, we'll be okay. We always are," May reassured her husband.

"Yeah, you're right. I just worry sometimes, you know? Peter's already had such a hard life, and the last thing he needs is more hardship. I know I'll never replace Richard, but I want to be the best for Peter that I can be," Ben replied sadly.

"You've done a great job as a father figure for Peter. He absolutely adores you, Ben. And we'll figure this rent thing out, just like we always do. We'll be okay," May said as she embraced Ben.

Oh no. Aunt May and Uncle Ben are struggling with money because of me! Peter thought to himself guiltily as he quickly opened the apartment door and slipped into his room. He thought it was better if Aunt May and Uncle Ben didn't know that he'd heard them.

XXXXXXXXXXX

Peter spent the next week with his watch off, ignoring both Tony and Harley. It wasn't that he didn't want to talk to them, he missed them dearly. But the thrill of his new powers, along with the fact that he didn't really feel like facing Tony's wrath for blowing him off, meant that Peter continued to ghost them. While he had thought about telling both Harley and Ned, he quickly realized that that wasn't the best idea. Though Peter loved his two best friends dearly, they were both terrible at keeping secrets.

Peter spent his free time instead, creating artificial spider webs, and testing his new super abilities. He'd finally finished a prototype of his web shooters, and discovered that if he tried to tune in his senses, he could hear and see things from a long distance away.

While Peter was on his way to the abandoned warehouse to practice swinging with his web shooters, he heard some odd banging sounds combined with loud cheering, coming from an old, run down looking building. Peter's curiosity got the best of him, and after putting a ski mask on to disguise his face, he entered the building. The commotion seemed to be happening on the ground floor, and Peter nervously entered the suspicious looking room. Inside, there was a ring set up with two large men fighting one another. Peter watched as one the men pummeled the other to the ground. There was a sign on the side of the ring that read in big, bold letters, 1500 Bucks to Anyone Who Can Stay in the Ring With Crusher Hogan. With my new powers, I could take anyone on! And 1500 dollars could help Aunt May and Uncle Ben pay the rent!

"Anyone else like to try?" The victorious man from the ring (who Peter assumed was Crusher Hogan) asked cockily.

"I would!" Peter squeaked out nervously.

Crusher Hogan burst into laughter. "The little boy in a mask thinks he can take me on!" The rest of the onlookers roared with laughter.

"I'll show them," Peter muttered.

"Ready, little boy?" Crusher Hogan taunted Peter.

"Ready, set, and CRUSH him!" The announcer declared.

Crusher Hogan grinned as he lifted his fist, but his grin soon left his face as Peter easily dodged it. Crushed Hogan went in for a few more hits, but Peter's reflexes were far too fast for an ordinary human. "This is a fight. You can't keep running from me, little boy!"

Peter nervously reached his hand out to gently push Crusher Hogan away, only to find that his super strength had sent the man plummeting to the ground. "Oh my God, sir, I'm so sorry. Are you okay?"

"Get away from me, freak!" The Crusher screamed, clearly embarrassed. "There's something weird about you, little boy!"

"Looks like we have a winner!" The announcer said in a shocked tone.

XXXXXXXXXX

After Peter collected his winnings and left the underground fighting ring, he made his way to the abandoned warehouse to test his web shooters like he'd originally planned to do. They had worked surprisingly well for a prototype, and Peter was very proud of his creation.

On Peter's way home, it suddenly occurred to him that it would be kind of suspicious for a ten year old to show up at home with 1500 dollars in tow. I'll have to hide some of the cash around the house in different places so Aunt May and Uncle Ben think it's just some extra cash that they misplaced.

Peter hummed a Jonas Brothers tune happily as he walked back to his apartment. He quickly hid the 1500 dollars in the storage closet that was rarely used, and strutted into the living room. His happy mood soon disappeared though, as he ran directly into the angry, worried faces of his aunt and uncle.

"Peter! Where have you been? Remember Ned? Your best friend? He came over here tonight, said you guys made plans. He waited here for two hours, before his mom called and said he needed to be home for dinner. What's up with you, Peter? You've been so distracted lately, and now you're blowing off your best friend? This isn't like you at all, Peter. Not to mention the fact that you're ten years old, and you've been out all night," Ben scolded.

"Oh my God, I totally forgot about that! I was just super distracted and I kind of agreed to it without actually listening and I-" Peter rambled.

Ben cut Peter off before he could finish his sentence. "Right, you forgot. You seem to be forgetting a lot of things lately. By the way, Tony called us and said that you haven't been coming to your lab sessions! You know, the ones you've been claiming to have gone to for the past few weeks?! He's worried about you, and you've been lying to all of us. Also, your Aunt, my wife, took off work early because you promised to do that mother, son tango class with her, remember? Instead, you stood her up and don't even get me started-"

May interrupted Ben. "Ben, honey, honestly, I'm fine. It's alright, we can do tango class another time. For now, I'm just glad he's safe."

"No, don't defend him, May! He made a commitment to you, to Tony, and to Ned, but none of that seemed to mean anything to him! Peter needs to learn to respect others. It's more than just the junior internship, tango class and missed play date," Ben responded. "Peter, your father believed that if you are put in the position where you're able to help people, then you have a moral obligation to help them. With great power, comes great responsibility. That's what is at stake here."

Ben's raised voice took a toll on Peter's senses. While Peter had finally started getting used to the heightened senses, Ben's loud yelling, combined with his heightened emotions, proved too much for Peter to handle. Before Peter even fully comprehended what he was about to say, the regretful words were already spilling out of his mouth. "Oh, really? Wow, I guess I wouldn't know that, considering the fact that he died when I was four. And, if he really believed that, then why was he constantly out of the house when I was younger? He seemed to believe that his work was more important to his family, so it doesn't seem like he followed his own advice, now did he? If he'd been around more when I was young, then, maybe, he wouldn't have died on that plane to his stupid meeting, and maybe my mom would be alive too! His stupid work ethic killed my mom! Stop acting like I should aspire to be like him! I hate him, I would be ashamed to be like him!"

"How dare you! Your father was a great man. You're too young to understand the sacrifices my brother made for you!" Ben yelled, his face full of nothing but pain.

"No, how dare you? I hate you, I wish the stupid CPS people had never sent me to live here! I'm leaving!" Peter screamed back, slamming the door behind him. The door to their apartment shattered into pieces, which subsequently fell to the ground.

As Peter walked through the apartment hallway, his heightened senses allowed him to hear his aunt and uncle.

"Ben..." May began, most likely putting a comforting hand on his shoulder.

"I'm going after him," Ben declared. "It's far too late for a kid to be out alone in New York City. He was in the wrong, but I was also wrong to be so hard on him."

"Please, be safe honey. I love you," May said. Peter's heard the ruffling of his Guardians' clothing, and assumed that they were hugging.

"Love you, too. And don't worry, I'll find Peter. We will both be fine," Ben said reassuringly.

"I won't be found until I want to be, Uncle Ben," Peter muttered to himself coolly.

XXXXXXXXX

Peter angrily ran into the streets of Queens, New York, tears streaming down his face. He hadn't meant anything that he had said earlier, and Uncle Ben was right, he had been selfish and irresponsible. His stomach growled loudly as he ran, as he hadn't eaten anything for over six hours. Peter spotted a convenience store, and quickly ran in. He grabbed a sandwich out of the fridge and went to the cash register.

"Just this?" The cashier asked. Peter nodded in response. "That'll be $6.05," he informed Peter.

Peter counted out $6.04 and handed it to the man. "I said $6.05," The man said gruffly.

"I'm sorry, sir, I don't have an extra penny. I'm sorry, I can come back tomorrow and give it to you! I'm really hungry, sir," Peter pleaded.

"What? Your mommy didn't give you enough money for a sammich?" The cashier mocked Peter cruelly. "If you don't have the money, you don't get the food, those are the rules," he barked.

Peter sighed and left dejectedly. Out of the corner of his eye, Peter noticed a guy in a black hat and sunglasses knock over the items on the display case, much to the cashier's dismay. "Seriously, dude?"

The burglar took the opportunity to clear out the cash register, and tossed Peter his sandwich on the way out. Peter felt conflicted as he knew he should help the cashier, but he was hungry, and the burglar had been a heck of a lot nicer to him than the guy behind the counter.

"Hey, kid, a little help? Just trip the guy for me, will you? I could lose my job if he gets off with the money!" The cashier pleaded.

Peter hesitated for a moment before he said, "not my problem." Peter found a bench nearby, and ate his sandwich. He found it hard to swallow as the guilt took over. With great power, comes great responsibility. Oh, Ben, I'm sorry, I should've helped the guy, I shouldn't have been so selfish. From a distance, Peter heard a man scream as a gunshot went off. Peter quickly ran over to the scene, only to find the body of his beloved uncle lying on the street.

"No, no, no, no! Uncle Ben, please, Uncle Ben. I'm so sorry, this is all my fault. I killed you, I'm so sorry," Peter sobbed. Peter then noticed the burglar from the convenience store pick the gun off the ground and quickly run off. Peter was tempted to chase the man, but instead stayed with his dying uncle. Uncle Ben needed him.

"Pet..er 's okay," Ben stuttered out as he struggled to breathe. "Not...your fault. Pete..'s gonna be alright," Ben said, looking like he was trying to smile. It came out more like a grimace. "Your father would be proud."

"JARVIS, call an ambulance!" Peter yelled desperately. "Uncle Ben, I'm so sorry, it is my fault. This is all my fault. I'm gonna be better, I'm gonna be better for you. I'm gonna make you proud."

"You've...al..ready made me proud, son. I 'ove you,'' Ben wheezed out, struggling to draw breath. "Jus'...take care of May. Tell her I love her, will ya?"

"I will, I will, I'm so sorry Uncle Ben. I'm so sorry!" Peter cried out. Peter held his uncle's hand as his breathing became more and more labored, until, finally, the wheezing stopped. "I'll help everyone that I can, Ben. I'll do it for you," Peter declared, thinking of his powers and Tony's Iron Spider suit. That night, after Peter Parker got up and dried his tears, the courageous hero, Spider-man, was truly born.