Dear Readers, I'm sorry about this chapter. I truly am. Most of you will get bored as it's really long, but I had a lot to do in it. This is where I fork away from the Stan Lee origin, this is where the darkness comes in, this is where you get some action. There's a lot in this chapter and it probably should have been two or three but I wanted to do it all in one. Some aspects of the story aren't a realistic as they could be but please forgive me, it was a really hard chapter to write and I'm not too happy with it. However all of you who stick with it will probably be surprised at the ending, it's a corker and I personally love it. Although it's kinda rushed because I wanted to keep the chapter below six pages. Hope you stick with it because this really was a labour of love and I really worked hard on it.

None of Marvel's characters are mine, they're somebody else's good idea (damn them) and I'm just stealing them. This is not intended for monetary gain, just for my own enjoyment and others too. Sorry if it's illegal or anything.

Chapter Four: With Great Power

The next morning Peter got up out of bed and stretched away the aches of the previous night, noticing the tiny spinnerets on his wrists he shrugged. He also noticed his muscles had filled out a little, his arms were much bigger and he felt stronger.

"Oh well, it's not like my life can get any weirder," he mumbled to himself. He took off yesterday's clothes, the ones he had slept in, and put on something clean. A red t-shirt and a pair of baggy black jeans, he normally wouldn't dress down so much for school but he had a funny feeling he wasn't going to school that day. He hadn't skipped in a while, not since he'd got his last report card, but he needed to understand what was going on with his body. He reasoned it was the spider that had done it because of the wall crawling, but he didn't know what else had changed. He rushed downstairs and picked up his school bag, waving goodbye to a startled aunt May as he slid past her in the corridor and out the door.

"Wasn't he sick?"

"He's a teenager, his body's changing so fast it gets tired once in a while," Ben replied with his nose in today's Bugle, "probably just a twelve hour bug or something."

"Peter," a girl's voice called out from behind him.

Peter turned to see Gwen Stacy, "Oh hey Gwen."

"I'm glad I caught up with you, why were you going so fast?"

"I just didn't notice," Peter replied nonchalantly, "what did you want?"

"I just wanted to walk with you," she replied coyly, "how was the spider exhibit?"

"Oh uh," Peter stammered, "sorry Gwen I'm, uh, not going to school today."

"Peter what's wrong?"

"N-nothing, I just have some things to do that's all," Peter started to get defensive, "why are you asking, it's none of your business."

"I thought we were friends," she replied, hurt.

"Well I'm busy today," Peter retorted, starting off at a pace away from Gwen.

"Fine," Gwen shouted after him, turning and walking towards Midtown High. She walked slowly with her books hugged close to her chest, stopping after a while she leant against a lamp post and wiped a single tear from her face before moving on.

'Hey beautiful," shouted an arrogant voice from the road, it belonged to Flash Thompson.

"Hey Flash," Gwen turned to face him, having put her party girl face on, "I missed the bus."

"Well how about a lift sugar?"

"I can't say no to Midtown's star quarter-back," she replied and hopped into the passenger seat of his convertible. A screech of brakes and she was gone.

Peter was none the wiser, by the time Gwen and Flash had arrived at Midtown he was on the subway going into the city. The car was refreshingly empty that morning, but he supposed it had something to do with the recent rash of murders. The subway was dark and scary to most people, but Peter had been travelling on it all his life and he was used to it. When he left the Manhattan central station he walked for a while until he found what he'd come into the city for, an abandoned construction site away from the main roads. It was going to be an expansion of a nearby department store but they ran out of money, now it stands unfinished like a monument to bad planning just waiting for the new financial year. But for now it was a quiet little place for Peter to explore his new abilities, but first he had to get in. Peter looked the eight-foot high fence up and down then sat back on his heels to think a moment, suddenly he leaped over the fence and landed gracefully as a gymnast on the other side. He dusted his arms down and nodded approvingly before starting towards the tall metal scaffold.

"Whoa," Peter breathed, quite reasonably as he was stuck to the inside of the scaffold six stories above the ground. If whatever had happened to him was temporary then he would be meeting a very sticky end, but he had a feeling somewhere in the back of his mind that it was permanent. He looked at his wrist and found the spinneret, wondering what would happen he rubbed it and a stream of white web shot out from it. He stretched his fingers out until he felt the muscles pull and suddenly another stream of webbing shot out and attached itself to another scaffold beam. Experimentally Peter jumped off the beam and swung on the web, whipping around the metal frame of the scaffold and landing on another beam. He shouted an exclamation of freedom and waved his arm in the air with joy at the greatness of it all then jumped off and started swinging away from the scaffold and out into the concrete jungle.

"Yeah!" Peter shouted as he swung between the huge skyscrapers like a new- age Tarzan, thanks to some hidden instinct passed on from the spider his web never missed its target. Feeling the cold up high above the streets Peter landed on a large billboard for a breather, looking at what he was stuck to made him smile. There was a picture of a huge man in a black leotard next to some huge red words.

"This Friday come and beat me at Madison Square Garden and win $2000!" It screamed at him, underneath were some smaller black words, "Entrants must be 21 or over, entrants enter at their own risk as no compensation will be paid."

"Damn," Peter whispered to himself, "I don't look over 21, I know I could beat him too." Then suddenly an idea popped into his head, if he went in disguise or in costume then it would be hard for them to tell his age. He was feeling great, and he could really use the cash. Speaking about cash, he'd need some to buy the costume. There was a costumer on 39th Street and Peter sprang off the billboard and swung off in that direction.

Three hours and one hastily made costume later Peter stepped in his front door having already climbed in his window and hidden the costume, he was about an hour late home but that wasn't unusual. His aunt and uncle were sat at the dining table, Peter knew something was wrong as his uncle wasn't reading the Bugle and his aunt wasn't pottering around cooking something. They knew he'd skipped, they'd found those magazine's he'd borrowed from Harry, his internet bill was huge, he'd been caught at one of those things. He lowered his head respectfully and waved limply.

"Hey," Peter said quietly.

"Come sit down Peter," his uncle said, there was a piece of paper on the table. It was folded like it'd been in an envelope, so perhaps he wasn't about to get shouted at.

"We need to tell you something Peter," his aunt said, pulling out a small scrapbook, "have a seat."

"What's up?" Peter sat down, now quite concerned.

"This is a letter from the government," Ben pushed the open letter toward Peter, "it's about your parents."

Peter read through the short letter once, looked up at his aunt and uncle, then again, "What the hell is this?"

"Your parents worked for the Secret Service," Ben replied.

"Says here they were traitors," Peter said angrily.

"That's the official line," Ben said trying to calm Peter down, "they really don't know what happened exactly."

"This letter's dated ten years ago, when were you going to tell me!?"

"Peter we." Aunt May replied.

"Whatever, I'm going to bed."

Friday came and Peter skipped again, not seeing the point in going to school if he could make it big in show business. He spent the day at the construction site practising his strength, he'd found out that he could easily lift ten or so times his body weight, he'd picked up several large blocks in one hand without breaking a sweat. He'd also been wearing the costume all day to see whether it was okay to wear during the match. It was a skin-tight bodysuit with a red triangle that started at the waist and widened to the shoulders, it also had a full-faced mask with two round holes for him to see out of. He'd have to get something cool to put in those eyeholes, he had some mirrored plastic lenses somewhere at home he'd 'borrowed' from the science lab. He was pretty annoyed at his aunt and uncle keeping the truth about his parents from him, but he figured that the past was the past and that he should focus on the evening's business.

"I need some gloves," Peter said to himself, thinking aloud that he would need something thin but strong like the bodysuit to stop his hands getting all scratched up. He brushed the dust from the construction site off himself and swung off towards home, he was going to eat and shower before he left for the wrestling.

Peter swung in his bedroom window, not bothering being stealthy anymore because his aunt and uncle couldn't really lecture him after last night. He showered and dried off, putting his costume in a duffel bag and putting on some rough clothes he walked downstairs to get some food. He made a bacon sandwich and was sat on the sofa watching TV whilst he ate, then his aunt came down from her sewing room and stood aghast watching him. She was surprised he was so calm after yesterday, but Peter tended to bottle up things that upset him ever since his parent's death, it was beginning to worry her what would happen when he couldn't keep it all bottled up.

"Peter, I didn't hear you come in."

"I was quiet," Peter said without looking at her, "didn't feel like a scene."

"Oh," May replied quietly as Ben came in the front door, Peter finished his sandwich and went to pick up his bag.

"Hello Peter," Ben greeted as he put down the shopping bags he had brought from the grocers.

"Bye uncle Ben, I'm going out," Peter said as he put his bag on his shoulder.

"Where are you going Peter?" May asked him.

"Into the city," Peter replied stepping up to the door, "I'll be back by eleven."

"I'll give you a lift, it's not safe for a young man in the city at night," Ben said, but it wasn't an offer as Peter knew Ben wouldn't let him go otherwise.

"I was just going to take the train," Peter offered trying to convince his uncle.

"Nonsense I haven't put the car away yet," Ben said pulling his keys from his pocket. It was settled then, Peter would just have to be careful.

The car journey was awful, Peter was quiet because he was still mad at Ben and Ben was quiet because Peter refused to give an exact destination. They crossed the bridge into Manhattan a few minutes ago and they were now deep into the city, Peter finally had enough of the razor-like atmosphere and spoke up.

"This'll do," Peter said and Ben pulled the car over, "I'll see you here at eleven then I guess."

"You can catch the train back if you like," Ben replied, Peter was getting a funny feeling in the back of his neck like pins and needles. His uncle was acting very suspiciously.

"Ok."

"Here's some money for the fare," Ben handed Peter a five dollar bill, "don't worry about the time, it's not a school night."

"Ok," Peter said, he reasoned that his uncle must be feeling guilty about last night but that dull tingling just wouldn't go away.

"Bye Peter," Ben said and drove off with a screech of brakes. The car wasn't even round the corner before Peter was off on his way towards the Garden.

"Spider-Man," Peter said to the registration woman, "with a hyphen between the spider and the man."

"Ok," the exasperated woman said, "you understand that the Garden accepts no responsibility and any injuries you may incur are your own fault?"

"Yes," Peter said excitedly, finding his voice sounded strange and muffled through his mask. He was about to walk off to the waiting area when he felt a hand on his shoulder, he turned to see his uncle Ben's arm attached to that hand.

"Outside," he said, "now."

"Crap," Peter sighed as his uncle led the way out of the Garden and onto the pavement, the whole road outside the Garden was empty save for a drunk and a tramp, which was unusual but Peter was a bit pre-occupied to think about that.

"What the hell did you think you were doing Peter?"

"Just making a little money," Peter replied, now feeling slightly more confident.

"I wanted to make sure you were safe so I followed along after you, when I saw you go in there I couldn't believe my eyes," uncle Ben walked up to be closer to Peter, "you could've got really hurt in there Peter."

"Yeah right," Peter said arrogantly, "you're just some tired old man trying to live up to his dead little brother," the mean streak in Peter's voice came almost out of nowhere, but in truth it had come from the anger Peter kept bottled up inside of himself.

Ben put both hands on Peter's shoulders, "What's wrong with you Peter?" Ben said concerned, "what happened to the good boy I raised?"

"He grew up and got tired of your hypocritical shit," Peter replied with a mean smile on his face. Ben pushed Peter away with both hands as if disgusted then Peter made the biggest mistake of his life, Peter pushed back. His uncle flew back with the force of Peter's enhanced strength and hit the wall of a nearby building with a resounding crack, he slid to the floor and blood appeared on the pavement. There, on that lonely street, Peter had just killed his uncle.

AUTHOR"S NOTE: Sorry everybody, I truly am sorry to all those uncle Ben fans out there but I did say it wasn't for purists. Heck, Peter get's straight Ds for crap's sake!! I would really appreciate reviews and/or emails about this, especially criticism!! (constructive of course) Thanks for actually reading the whole damn thing, hope I haven't contributed hugely to all your phone bills!