A few weeks had passed, and a lot had happened during that time, for starters, Peter no longer needed glasses a much welcome side-effect of his newfound powers he had also put on even more muscle no longer was he skinny Parker now he had the physique of a bodybuilder all without moving a single muscle. Peter had also come up with a name for his sixth sense "spider-sense" not very original but cool enough. He and Dr Connors were getting closer to completing the lizard serum which would change medicine forever. Overall, Peter was happy except for one thing, Ned was still mad meaning they hadn't spoken to each other for a long time. Peter was always an outcast at school mostly because he stood up to Mr Popular Flash Thompson but some of that isolation was self-inflicted he just liked being on his own save Ned of course. 'Don't think about Ned Peter…you are better than him you have all these powers.'.

"Good morning, Uncle Ben, Aunt May." Peter got some milk from the fridge gulping it down like a mad man.

"Hey, there kiddo! No need to drink all the milk yourself." Peter gave Ben an apologetic look and put the milk down.

"Sorry Uncle Ben." He added grabbing his skate "I'm going to help Dr Connors today so I might be home late."

"Not today, Peter. I need you home early today." He got close enough so he could whisper in Peter's ear "Me and your aunt, today is the birthday of our marriage."

"Really how many years?" Peter whispered back.

"35 kiddo. That's why I need you home early I'm going to throw a surprise party but I need you to be here before May comes back from the hospital." Peter nodded before skating off to school.

Peter found a place to sit down at the back of the cafeteria, his eyes wandered around the room in boredom. A bit ahead Ned was sitting with some of his new friends speaking loudly and cracking jokes, Peter's fists clenched in jealousy. He averted his gaze from Ned trying to clear his mind of negative thoughts only to find Flash with his arm wrapped around Gwen hanging out with the cool kids of Midtown High his teeth clenched in anger 'Why am I so angry? I don't like Gwen or anything…sure she helped me out by going to my house that one time but that's it. I like Miss Strawberries, right? Grow up Peter you haven't seen Miss Strawberries since you were like 5. Does that mean I like Gwen? Nah no way.'

While he was lost in thought Peter didn't see Flash walk up to Ned's table with a malicious grin on his face.

"Leeds! I see you have found other nerd friends to hang out with. What about Parker!? Don't tell me even you ditched him?" he laughed loudly and fist-bumped Kong.

"Shut up Flash! Why are you always making fun of Peter?" for the first time ever Ned talked back to Flash. The quarterback clearly wasn't expecting Ned to fight back because his eyes went widened in shock.

At this point, everyone in the cafeteria was pointing at Flash and Ned exchanging whispers and rumours about them. Peter who by now had noticed what was going on stared at the boys with a frown on his face.

"Is that loud-mouth Parker rubbing off on you fatass?"

Ned winced slightly clearly hurt by Flash's words, but he didn't back down "Just shut up Flash." Flash turned his back on Ned before letting out a maniacal laugh.

"Take this!" he roared launching a punch at Ned.

WHOOSH! Peter shot up just in time to catch Flash's punch. The whole cafeteria went quiet, and everyone tensed up.

"Flash…" Peter's voice was lower than usual and his tone was filled with murderous intent "Let's settle this outside." He stared straight at Flash eyes wide with anger.

Flash's scowled "Finally Parker…I've been waiting for the day I get to beat you up fair and square." Peter let go of Flash's hand

Peter and Flash walked down the hall side by side ignoring the screams of the other students behind them. Outside it was a rainy day but neither of the boys cared they just made their way to the basketball court and stood face to face mere inches apart. Peter could feel everything around him, the raindrops falling on his face, Flash's heavy breathing, Ned and Gwen screaming for them to stop from afar, but none of that mattered right now.

His fists clenched and Flash's did the same. Without a single word, they both understood when it was time to begin. Peter dodged Flash's punch with ease before landing a right hook on his jaw without trying to control his newfound super-strength. Flash groaned in pain as some of his blood fell to the ground from his mouth, his eyes went wide with fear, in that moment with just one punch Flash knew. He knew he was outmatched. Peter closed the distance between them in the blink of an eye before landing two more punches one to the face and another to the gut, this time he was careful not to use his full force.

"Come on Flash! Didn't you want this!?" he screamed at the top of his lungs. The rain got so heavy he could barely see Flash anymore, but that didn't matter. "Get up!"

Flash got up only to be greeted by two more punches to the face. The quarterback fell down again, the water around him was tinted red from the blood coming out of his face and mouth. Peter kicked Flash in the gut making him cough up blood, then he grabbed him the collar and punched him repeatedly.

"Pl…pleas-please Par-Parker st-stop…" he cried in pain.

Peter threw Flash to the ground and stared at his bruised face "You won't ever bully or beat anyone on my watch…are we clear?" he asked with a scowl. Flash nodded "Good…you should go to the infirmary you don't look so good."

The students that were watching the fight all stared at Peter, some terrified others in awe. From within the crowd, someone shouted.

"Peter! What was that man!?" it was Ned.

"That…was an ass-kicking. A good one." He said without looking back.

The incident with Flash meant Peter was tense the rest of the day so when Dr Connors approached him Peter didn't speak in his usual confident tone.

"Peter care to join me today. We are so close to perfecting the formula. Your father's notes have really helped.

"Dr Connors…yes I'm ready. Maybe today is the day we crack the code." With everything that had happened Peter had forgotten all about Ben's surprise party for May.

After a few hours of hard work, Connors seemed to have found something of great importance "Peter! How could we have missed this!?" he exclaimed staring at one of the many pages of notes Peter's father had left behind.

"What do you mean Dr Connors?" he asked curiously peeking at the notes.

"Here look." Connors pointed at a complicated-looking equation "With this we might be able to stabilize the lizard cells and apply them to mammals. Yes! This is groundbreaking! Genius!"

Peter smiled widely at Connors "Let's test it out!" he was almost as excited as his mentor.

After a few more hours Peter and Connors were now staring at a vial of green liquid with satisfied looks on their faces.

"This is it, Peter. We have done it! The formula is stable!" Curt's eyes were shining with happiness.

"Yes. Now we can begin animal trials." Peter was also proud of their work, if the serum worked it could mean a Nobel Prize.

"How would you like to have dinner at my house, Peter? I would like my family to meet the man who helped me create the formula that will change mine and many other lives."

Peter smiled "I would love it, Dr Connors. Let me just call my uncle." Peter tried to turn on his phone, but the battery was dead 'Damn! Phone's dead…oh well I guess it won't hurt not to call just this once.'

Curt Connor's home was like many others in Queens a medium-sized wooden house with a small backyard. Curt's Billy was like a mini version of his father a small blonde boy with big dreams. Curt's wife Martha was a red-headed doctor that worked at Manhattan General.

"So, Billy you want to be an astronaut when you grow up?" Peter asked the boy with a smile.

"Yes! I want to go to the moon and see all kinds of cool things!" the boy pointed at the ceiling with both hands.

"I'm sure you will be a wonderful astronaut my son." Curt showed Billy a smile.

"Is everything to your liking Peter?" asked Martha.

"Oh yes, certainly Mrs. Connors everything is delicious."

"Peter here is my star pupil Martha. He has been helping me with my Lizard formula."

"Oh, is that so? Thank you so much for helping my husband. Maybe one day he will be able to hold me with both arms again."

"I'm not that great… I mean my father's notes helped a lot more than I did." He replied shyly.

"Don't underestimate yourself, Peter. You are a brilliant young man and without your help, I wouldn't be where I am today."

"Thank you so much for helping my daddy!" Billy tugged on Peter's sleeve and handed him a drawing "I made a drawing of you and my daddy! You are both working on the thing which will help my dad get his arm back. You see here!" Billy pointed at a green-coloured spot on the paper.

"Thank you so much, Billy! I love it I honestly do! You are a great artist, maybe you should be a painter instead of being an astronaut." Peter replied with a kind smile.

"Alright, young man let's put you to sleep." Martha got up from her seat.

"But mom!"

"No buts Billy! Say goodbye to Peter and let's go." She gave her son a serious look.

"Ok…Goodbye Peter! I hope you come back!" Billy hugged Peter before leaving with his mom.

"It's getting late. I should get going as well." Peter got up from his seat.

"Peter…I wanted to thank you. All this happiness." He looked longingly at the pictures of his family "Is due to you helping me find a way to complete my formula. Thank you for helping make me and my family whole again. Maybe now I can focus on them instead of being a workaholic. I have neglected them for so long…but not anymore…not anymore. It's time to assume my responsibilities " Connors was starting to tear up.

"Anytime professor." Peter hugged Connors in an attempt to comfort him.

"Ben! You have to go find Peter! Something must have happened!" cried May.´

"He's young! I'm sure he's just having some fun and forgot all about the party."

"What if something happened Ben! What if he's not having fun at all!? He might have been mugged or even worse kidnapped."

"Jesus May! I'm going ok!? You just sit down and wait for me to come back with him." Ben put on a thick coat and placed a peck on May's forehead before disappearing into the snowy night.

'I'm soooooo hungry! I should have eaten more of Mrs Connors tuna. Maybe I should get a snack.' Peter noticed a bodega just a few meters away.

The inside of the bodega was just like any other, a plain boring store with products that for the most part would cause food poisoning. A small obese man with a moustache was sitting behind the counter reading a magazine. Peter spotted a bag of ham flavoured chips behind him.

"Hey man can you get me that bag of chips?" he asked pointing at the pack.

"No can-do homie. That one is reserved for little old me." The man replied without taking his eyes of the magazine.

"C'mon man I'm going to pay you dude surely you can give me that bag."

"Dude that one is mine if you can't have it. Even if you want it that's not my problem."

"What!?" Peter stormed out of the store knowing full well that he could buy something else, but he just couldn't stand the man's attitude.

A few seconds later he heard his voice again only this time he was screaming "Thief! Thief! Stop him, kid!" someone ran past Peter who turned back with a cocky smile.

"Not my problem asshole!" he screamed relishing in the man's misfortune 'That's what you get you little shit!' Behind him the deafening sound of a gunshot sounded, Peter, froze for a second before hurrying over to where the sound came from. A crowd of people had formed around something or someone.

"H-He was try-trying to st-stop the thief and then…and then" a woman started sobbing "and then he shot him!"

Peter pushed people away making his way to the center of the circle. In that instant, his whole world fell apart. On the ground surrounded by a puddle of his own blood lay laid his uncle Ben the man who had raised him.

Peter help him up with shaking arms "Uncle Ben? UNCLE BEN!?" he let out a sob "Stay with me! Uncle Ben! I can't live without you! STAY WITH ME! Stay with me! Stay with me. Stay with me. Please." Peter's mouth was moving but no sound came out.

"Pe-Peter…my boy. I-I lo-love yo-you." Uncle Ben's hand's slowly caressed Peter's cheek before losing all strength. There in the middle of the street, Ben Parker took his last breath in the arms of his son, Peter Parker.

'I caused this…I let the thief get away just because he wouldn't give me a stupid bag of chips. Uncle Ben was always a better man than me. He tried to stop the thief even he didn't have to, even if he had to risk his life. Oh god! How am I going to tell Aunt May!? What was Uncle Ben doing here anyway!? OH NO! The surprise party! I forgot about it! I didn't even call because my phone was out of battery! He must have been out looking for me!' Peter rested his head on Ben's bloody chest and let a howl of pain sorrow.

"AHHHHHHHHHHHHHHHHH!"