Peter was sitting on a roof of a building overlooking Manhattan. There was something about the lights of the city that always seem to calm him down, but he was still devastated because of what happened barley and hour ago. "Uncle Ben." he whispered to himself as a tear rolled down his cheek. Peter had remembered all the good times he had with his Uncle. Like reading comic books together, and working around the house. Peter also remembered the time when he thought he failed him, like the time his uncle tried to teach him how to play baseball, or play catch with a football, well... any physical sport. He then remembered the last time he almost failed him. It was less then an hour ago when he confronted his uncle's murderer.

He remembered holding a knife to the mans throat. He remembered hearing the man almost crying fearing for his life, he remembered making fun of him for crying. He also remembered that he was going to kill him, but Peter remembered what his Uncle had said to him that same day "...Remember Peter, with great power, comes great responsibility." After remembering this, Peter dropped the knife, and punched his uncle's murderer in the face saying, "I'd rather see you rot in jail."

"I'm so sorry, Uncle Ben" Peter said as more tears came out of his eyes. He still couldn't believe that his uncle, the man who took the role of Peter's father, was gone, and never to return. He had totally forgotten about Xavier and the institute at this point. All he could think about was the good and bad times he shared with his Uncle. He was also crushed at the fact that he's going to have to come home and face his Aunt May.

~Or maybe I don't.~ He thought to himself. ~Maybe I don't have to go home, maybe I could just runaway from...~ Peter couldn't believe he actually thought that. ~ What the hell am I thinking!? I can't just leave my aunt like that!! I'm such a shit head for even thinking that!!!~ Peter was then debating with himself whether he should go home, but he like it where he was. So peaceful, so quiet. ~I guess it can't hurt if I stayed a little while longer.~

Peter was once again remembering the memories of his Uncle. After a couple of minuets up on that building staring at the city, Peter broke down crying again. He had just remembered that earlier that day, he and his Uncle Ben had a fight, which was very rare. Uncle Ben was talking to Peter about how he should be careful about the man he might turn into, and Peter wasn't happy about it. He started shouting at his Uncle about how he shouldn't worry about him so much and that he should stop trying to be his father. ~Oh my god, how could I have said that???~ Peter thought to himself. "Oh god, Uncle Ben" he said out loud. "Please forgive, me...Im so sorry about all he pain I put you through, I'm so sorry about-"

Peter's thoughts were interrupted by the sound of metallic trembling against the building. He looked around and noticed that the pipes, satellite...basically any metal on the building was trembling. Peter sat up nervous. "...The hell?" he said as he noticed the trembling was increasing. He backed up a few steps really creeped out. He was about to get the hell out of there, but he was stopped by a voice.

"I know what your feeling." said the voice behind him. It was not a regular voice though. It was very low, and very creepy. It sounded almost like an amplifide whisper. The voice startled Peter and he turned around as fast as he could, only to see a man wearing black with red metal-looking plates on his chest and wrists. He was also wearing a huge purple cape and a dark red helmet. No light was reaching inside the helmet, so he face couldn't be seen. All Peter saw were on his face white glowing eyes. "Alone, afraid. I had to deal with loss to. Many times. But you have to realize something Peter," continued the man. "Getting over loss, can only make you stronger."

"What the...? Who the hell are you? How the fuck do you know my name?" said Peter. Obviously very nervous.

"I know much more than your name, Peter. I also know of your gifts... your abilities."

"Damn, how the hell did I get so popular?"

"You have a rare gift, Peter. And we can help you."

"We?"

"We... the brotherhood of mutants."

"Wait a minuet, are you some kind of spokesman from that Xavier Institute?"

"Me?" The man laughed that this. "No no, Peter. We are completly different. You may not no this, but this world is destined for war."

"War?" Peter was getting more nervous by the second. ~This guy doesn't seem anything like those other guys that were at the arena...even though he dresses like he's from the circus~

"Yes. Mutants...against humans.

"Uh. I'm gonna go out on a limb here and assume that you're a mutant.?" said Peter sarcastically.

He did not answer.

"OK...I'll take that as a yes." Began Peter. "But listen, as you probably know, I'm going through a hard time right now, and I don't think that your 'brotherhood' is the right place for me...not right now at least." The man didn't say anything. This scared Peter because of that helmet, he can't see this guy's facial expressions. ~Maybe he'll understand...~ Peter thought.

"...I see," said the caped man finally. "Unfortunate...but I think you'll make a better decision once you see how we work. Come with me..."

"Uh...buddy? I don't think you heard me-"

"Oh, I heard you just perfectly, but I think you should come with me...maybe it will help you rethink a little." "Listen man, I don't know who you think you are, but I don;t have to come with you anywhere" said Peter getting angry. "Now you get your purple caped ass away from me."

"I see you have a temper." said the mysterious man. "Thats good! You'll do just fine with us."

"Yo, Metal-head! Where I come from, no means no!"

"Metal-head" didn;t reply this time. All he did was point his index and middle finger to the sky. ~Oh great, what now...?~ Peter thought to himself. The caped man then pointed the two fingers towards Peter. Peter then heard a what sounded like a metallic hymn. He was puzzled, he had no idea what he was doing. Just then, Peter had one of those tingling, danger feelings again. Peter looked behind him only to see to metallic 2x4 looking polls floating straight at him. Peter quickly jumped out of the way. He watched as the two polls where now heading for the mysterious man. Peter couldn't help but smile at this, but instead of the two polls hitting the man, the stopped in mid air.

"..uh oh.." said Peter two himself, and surely enough, the polls went for him once agian. "Ah Shit!" yelled Peter as he ran and jumped of the building. He spun a web onto a nearby building hoping to shake the two flying polls, with no success. He kept spinng webs using them to travel through the city trying to shake the polls, but they just kept following. Peter was amazed that the polls were still folowing him since theres no sign of that caped man. ~Damn! Think Spidey, think!~ Peter thought to himself. Peter had an idea.

Peter launched himself up in the air from the web and began free falling down towards the streets. The pair of polls followed. He was free falling for a few seconds measure the distance between the polls and him. "Wait for it...wait for it..." Peter said to himself. After about 6 seconds free falling, Peter finally spun a web onto a nearby building and pulled himself toward it, and stuck himself on to a building. He the spun a web towards the polls and used the web gently place them on the ground. He then hid himself in an alley from that caped guy...where ever he was.

Peter couldn't believe what was happening. Everything that happened that night was too much for him to handle all at once. Peter decided he should hide out for a while before going baclk home to his Aunt May. Peter began to cry agian. He still isn;t over the fact that his uncle wont be home waiting for him....

~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*

After about 10 minuets of sitting in that dark alley, Peter finally went home. He spotted two police officers talking to his Aunt May as he entered his house. She was crying. And it looked like she was crying for hours by the look on her face. She was in her robe and slippers, with curlers in her short grey hair. The police were trying to comfort her, but it was no use. An officer got up and approached Peter. "Your the nephew, Peter right?" he asked.

Peter was pretty calm now compare to the way he was in the past hour and a half. "yes..." he said. "How is she doing?" obviously asking about his aunt.

"Not to well as you can probably see," started the officer. "She was calling for you for quite some time, where were you?"

"I...I had to do some thinking," Peter said. He was tired. Very tired. He didn't want to talk right then, and he made it obvious to the officer.

"Oh...I see" said the officer.

The two police men left after a couple of minuets. Peter couldn't bare to look at his aunt at that point. She was crushed, probably as much as he was. She finally walked over to him and embraced him, and began crying. She tried talking to him, but Peter couldn't make out the words.

"Its ok, Aunt May," began Peter. That was all he could think of. "We're gonna be alright..."

~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*

Peter woke up pretty late the next morning. He looked at the clock as it read "1:13". He rememained lied down on his bed. He began thinking about the Xavier Institute and this "Brotherhood" that that guy wearing a helmet was talking about. ~Maybe I should go over to that Institute place and check it out,~ Peter thought. ~Whats the harm in that?~ Peter got up from his bed and reached for the pants on the floor that he wore last night. Peter reached into his pocket for that communicator that Professor Xavier gave him. It was empty. He checked the other pocket. Empty. His back pockets. Empty! ~Oh crap, It must've fallen out while I was web-swinging. Now how am I supposed to find him?~ Peter thought for a minuet. "This looks like a job for....the Internet!"

***********

Most people have some form of security in there household to keep out robbers, kleptos , phsyco killers, etc. But to keep out a human spider...your gonna need one hell of a security system.

(A/N: I know it's short...sorry....PLEASE REVIEW)