"Here help me with this." Ben and Peter lifted a dusty drawer revealing a trapdoor on the floor of the ceiling.

"What's this Ben?" Peter looked at the trapdoor curiously.

"Give me a second." Ben grabbed a key he had in this pocket and unlocked the trapdoor revealing a small metallic box and a brown suitcase hidden below. "Here it is." Peter's uncle removed the metallic box inside and placed it on the floor.

Peter squat down to get a better look at what was inside "This is my old camera." Ben showed him an old camera "Photography was one of my big passions when I was one of my passions ever since I was your age." He looked deep into Peter's eyes as if he was searching for something "This camera got me through some difficult times…I want you to have it."

Peter slowly took the camera from Ben's hands "Thanks uncle Ben." He tried to make it sound as genuine as he could.

Ben sighed "You can decide what you do with it…look I know that you're at that age where you feel every emotion very strongly. I'm just trying the help." He said before going back to the kitchen.

'What is this? Why did the old man give me this stupid camera? Does he think he understands anything about what I'm feeling? He's not like me I'm special he's a nobody.' Peter put the camera back on the metallic box. "What interests me is this suitcase" he whispered to himself. 'Property of Richard Parker? This was my fathers? Why have Ben and May never shown this to me?' Peter carefully opened the suitcase and removed the notebook inside.

"Oh my god…It's… My father's studies, his theories, his formulas they are all here…he worked at OsCorp." Peter noticed a small picture glued to one of the pages "Dr Connors?"he whispered with a murderous tone "Why did he never tell me he worked with my father at OsCorp? WHY? WHY DOES EVERYONE KEEP THINGS FROM ME?". In a fit of rage, Peter punched the floor creating a huge hole due to his newfound super-strength. Peter ran out of the house ignoring the voices of his uncle and aunt calling after him. He ran as fast as he could and when he noticed he was in front of the school 'Why am I here? Connors…'.

Dr Connors was working in his lab, as usual, whenever he wasn't giving classes, Connors liked to indulge in his scientific projects in Midtown's lab. It was certainly no OsCorp but for a genius like Curt Connors, that hardly mattered. It was then the door burst open revealing a familiar boy…Peter Parker 'Took him a while…'

"Peter…I was wondering how long it would take you to find out." He told the boy feeling a cocky grin form on his lips. Peter looked at him full of rage.

"Connors! Tell me what's going on! Why did you never tell me you worked with my father at OsCorp!?" Peter slammed a picture on the table which Curt didn't even bother to look at instead he held his gaze keeping an arrogant expression.

"Calm down Peter I will answer any questions you have but please sit down first." He waited for the young Parker to sit down before continuing. "Now ask away." 'This better be worth it Richard, I'm trusting you.'

"Why did you never tell me you worked with my father at OsCorp!?" Peter exploded.

"I didn't think that was necessary information. I wanted you to be the find out…as long as it didn't inconvenience me obviously." He answered calmly maintaining eye contact in the dimly lit lab.

"Didn't think it was necessary information!? Are you joking!? Of course, it was necessary information!"

Connors decided to ignore Peter's defiant tone "If you're here I assume you have found your father's notes." Peter nodded "Very good. I can't tell you what I and your father were working on…" Connors saw rage building up inside Peter again "but your father told me that when you grew up you would be able to help me with…a project of mine."

'What the hell is this guy talking about? My father told him I'd be able to help. Does that mean my father knew he was going to die?' Peter managed to calm himself down a little "Did my father know he was going to die?"

"Yes…he did something…something that annoyed OsCorp, so they had him killed and fired me."

Peter felt a murderous intent take over him for a moment "Norman Osborn…".

"What was that, Peter?"

"Nothing professor please continue." Connors nodded and walked over to the refrigerator from where he took a vial filled with a strange green liquid.

"Look, Peter. This is the future of mankind. Inside this vial is a prototype of my reptilian formula, as you know lizards can regrow limbs after they have suffered severe injuries." Connors looked at the stump he had where his left arm should be. Curt had lost his arm in Afghanistan years before "Just imagine how much good we can do if we create a formula that allows humans to regrow limbs by applying cross-species genetics. My formula is an attempt to make that exact possibility a reality, but it has been incomplete for years…and the only person I could trust with something like this was your father, Richard Parker. But now Peter! Now you're here all grown up and you're your father's son. If someone can help me with this, it's you."

Peter's eyes widened in shock "I think your idea is brilliant and noble Dr Connors but I'm just a high school student I can't help you with much. Also…" Peter cast Connors a suspicious look "why do I feel like you being a teacher at the high school I just so happen to be attending is not a coincidence?"

Connors sighed "Because it's not Peter. I've been keeping an eye on you ever since Richard's death. Richard was my best friend and I always felt like I needed to make sure you were safe."

Peter gulped and looked down at his father's suitcase laying in his arms "I'll help you professor…as much as I can. My fathers' notes are also yours, maybe they will help."

Connors seemed pleased with Peter's answer "Wonderful we can start tomorrow after class." He said placing the vial back in the refrigerator, "Have a good day, Peter."

The next day Peter Parker skated down the halls of Midtown skate in hand and headphones on blasting some Nirvana at full volume.

"Parker! No skating inside the school!" someone yelled.

"I'm sorry!" Peter replied with a completely uninterested tone, as soon as he turned the corner Peter continued skating.

"Hey, Ned what's poppin?" He asked in his usual lingo.

Ned gave Peter a furious look slamming his locker "Peter! What has been going on with you these last few days!? You didn't speak to me for a whole day! I'm your best friend man! I want to know if you're ok after I see the school bully chasing you around the cafeteria. Next thing I know you're screaming at Gwen because she wanted to know if you're ok!"

Peter slammed his skate into the locker and scoffed "We both know Gwen doesn't give a flying fuck about me. She wants to keep up her appearance of being the queen bee of Midtown High"

Ned was absolutely appalled with Peter's behaviour "This isn't you Peter…come talk to me when you really feel like telling me what's been going on." He said before storming off.

Peter banged the door of his locker shut and headed to first period with a scowl plastered on his face. Behind him, people were whispering to each other and pointing at the locker which Peter had just unknowingly destroyed.

Later that same day after class Peter bumped into Gwen in the hallway.

"Oh, I'm sorry." Peter looked down and found himself staring at Gwen's perfect blonde bangs. His whole body tensed up 'Maybe I should apologize.' "Gwen…" the girl hurried past him without even a glance. Peter's face transformed into a scowl 'There she goes. She's just jealous of you Peter just like everyone else…yeah…jealous…they are jealous right?'

Screams could be heard from the courtyard Peter jerked his head in the direction of the sound 'How can I hear that from so far away?' before he even noticed he was already running towards the screaming.

"No! Please Flash stop!" cried a small girl wearing glasses whom Peter recognized from his Physics class.

Flash Thompson stood in front of her holding a backpack just high enough so she couldn't reach it.

"What's the matter? The little baby can't reach her backpack?" he joked, apparently the crowd around them found it really funny because they were all laughing.

Peter clenched his fists in anger "Flash! Give it back!" he said pushing people away so he could make his way to the center of the conflict. Flash was a little surprised that Peter was intervening because for a moment his mouth opened in shock before forming a malicious sneer.

"Parker…are you sure you want to do this?"

"Pretty sure Eugene." Peter's lips formed a mischievous smile "You see I'm not a big fan of yours so any chance I have to mess with you I'll take it." He twitched his hand in front of his face while walking in circles. His sixth sense kicked in at just the right moment for Peter to avoid getting punched in the face. Peter laughed "You missed Eugene! Oh boy, you are off your game today. Did the football team finally kick you out for being too, stupid!?"

Flash roared in anger but before he could attack Peter again a familiar blonde stopped him "Flash stop this right now!" said Gwen Stacy.

The Midtown High quarterback looked at her with puppy eyes "But Gwen! He started it!" he exclaimed pointing at Peter.

"Oh really!? All I saw was him trying to stop you from bullying this poor girl." Gwen spoke calmly but her tone revealed just how furious she was "If you don't stop this right now, I will cancel the date we have next Friday!"

'DATE! Gwen is going out with Flash! Wait why am I so mad? This is exactly what I predicted.' Flash looked at Peter noticing the effect Gwen's words were having on him. Peter stared straight back trying to seem as unfazed as possible, but Flash saw through it, the bully winked at Peter provocatively.

"I'm sorry Gwen. I'll stop if that makes you happy." Gwen smiled and walked off with Flash following right behind neither of them giving Peter a second look.

Peter gave the backpack back to the girl "I'm sorry he did that to you." He stared at Flash who was talking to Gwen in the distance.

"It's all right. Good thing you were here Peter." She replied.

"You know my name?" he was a bit surprised Peter wasn't exactly popular in his school.

"Everyone knows your name Peter Parker you're the only one with enough courage to stand up for the people Flash bullies. Even if you do get beat up sometimes."

"Most of the time." He replied with a sad smile.

"Plus, if you weren't here Gwen would have never intervened."

"What do you mean? Me and Gwen aren't friends or anything."

The girl shook her head in disappointment "You are clueless Peter Parker." She added before walking away.

'What does she mean I'm clueless? Gwen and I have barely ever spoken to each other. Oh well, that doesn't matter right now I need to meet up with Dr Connors.'

Peter knocked on the door "Dr Connors are you there?" the door opened with a metallic clink revealing a man dressed in a lab coat.

"Come in Peter. I just finished preparing everything." On top of a table stood all kinds of scientific material in the center of it all was the same vial of green liquid Connors showed Peter the day before. "We can begin."

Peter opened his backpack and grabbed his father's notes "Here Dr Connors maybe this will help. I've been reading through his notes, and he had some interesting ideas about your formula and how to complete it."

For hours Curt Connors and Peter Parker worked together trying to stabilize Connors's formula. Curt told Peter about all the problems he had run into while trying to complete his serum and the boy brainstormed some ideas but, in the end, they weren't any closer to their goal.

"It's getting late Peter you should go." Peter looked outside noticing it was already dark.

"Yes professor, I'll see you tomorrow."

'12:53 pm. 12 missed calls from Ben and 17 texts…I'm in for an earful for sure.' Peter slowly opened the door to his home praying Ben and May went to sleep but when he noticed the lights were open, he let out a defeated sigh.

"I'm home…" Ben and May looked at him with relieved eyes that soon turned stern.

"May you can go to sleep…Me and Peter need to have a little talk." May cast Peter one last look before going upstairs without a single word. "Peter…sit down son." Ben gently patted the seat next to him.

Peter sat down and looked at Uncle Ben apologetically "Look uncle, Ben, I'm sorry… I mean it. Me and Dr Connors we are working on this serum and…and…" Peter gulped when he noticed Ben was near tears.

"Dr Connors? One of your father's colleagues?" Peter nodded "So you found out…" Ben let out a defeated sigh "I presume you found your father's suitcase that day in the basement." Peter nodded again "Look Peter we never wanted to keep anything for you…your father…he made us promise not to tell you anything. He didn't want you investigating his work…said it was dangerous. I understand you inherited your father's intelligence, curiosity and drive. I can't give you what you want I know that…if this Dr Connors can it's your responsibility to chase it. But please son, don't forget about us." Ben started crying softly.

Peter on the other hand was bawling his eyes out "I'm so sorry uncle Ben." He said pulling the man who had raised him into an embrace, "Please know that…I'm so so sorry I should have called. It was my responsibility to call and I didn't. I made you and May worry because I was irresponsible, I promise I will never let that happen again." Peter pulled away and stared straight into Ben's eyes "And know this…I will never forget about you and May. You are my parents."