Disclaimer: I own neither, Spider-Man or any other Marvel Owned characters mentioned in this story. They are owned by Marvel of course, a company that I wish to work at one day.

Setting: This story is set in the Spider-Man movie-verse, many years after Spider-Man 2 happened. Doctor Octopus did not die after becoming good at the end of the movie, but lived, and turned himself into the police. He is now serving a prison term and will not be up for parole for another five years. His wife, Rosie Octavius did not die either, but rather was struck blind by the piece of glass, she and Otto had a son, who is now sixteen. Peter and Mary Jane have been married for a long, long time now, and also have had a son, who is now also sixteen years old. Harry also had a son, although illegitimately, who was named 'Norman' after his grandfather. Norman (Now in his early twenties) has been close friends with the Parker family since he was little, through mostly his mother, but after his father's death he began rebuilding his grandfather's corporation and has made it the empire that it is today, he does not however now the Goblin legacy that is in his family.

Author's Notes: I know the setting might be a little confusing, it's movie-verse, but slightly futuristic. It's a what-if kind of story. It's been over twenty years since the second movie, Peter is still Spider-Man, but has kept that from his son. All in all it's just a story idea that popped into my head, whether or not I continue it will be up to my reviewers. I'll only continue writing it if other people want me to.

Chapter 1: Family Legacy

Parker Residence, Queens, 7:00 A.M.

"Hey! Has anyone seen my black pair of jeans?" A young teenage man called down the stair wearing only a t-shirt, a pair of boxers, and his socks.

"They were just in the laundry check your bottom drawer!" His mother yelled up to him from the kitchen.

"Thanks mom!" He yelled as he ran back into his room and pulled open his dresser's bottom drawer. "Found them." He said to himself as he pulled the folded pair of jeans out of the drawer and threw them on. "See ya later Legs." He said as he tapped on the glass cage next to his bedroom door. His pet spider 'legs' crawled over to the other side of the cage as he left. He breathed a deep breath of fresh air as he came down the stairs and reached the bottom. "Are those eggs I smell?" He asked as his mom as he grabbed his jacket.

"And sausage." His mom answered as he came into the kitchen. "I figured you could use some breakfast before school."

"I only have a few minutes, I'm supposed to walk to school with Mike." He said as he sat at the kitchen table and grabbed his plate and fork. "Where's Dad?" He asked curiously.

"Still asleep. He doesn't go to work until later today, and since he came in late last night I figured he could use the extra rest." His mom answered as she put the eggs from the pan onto his plate. "Careful Ben, they're warm." She warned.

"Morning Ben, morning honey." Ben's father said as he came into the kitchen, and kissed his wife on the cheek as she stood cooking at the stove.

"He dad, thought you weren't going into work until later." Ben said with a slight nod of greeting to his father.

"I don't, but I figured I could wake up early and maybe give you a ride to school." His dad answered with a slight smile as he poured himself a cup of coffee.

"So long as we pick up Mike along the way I don't see why not. I promised to walk with him to school today." Ben said as he ate some of his eggs rather quickly.

His dad had been hoping for some time alone to talk with him, but guessed he'd have to do that later. "Okay, yeah, sure. We'll stop by his house on the way." His dad said as he sat down and took a sip of his coffee.

"You two better hurry up and eat or you'll be late." Ben's mother warned as she put a plate of eggs in front of her husband.

"And why should we choose today to ruin a Parker family tradition?" Ben said with a glace to his father.

"Just because I'm always late sometimes doesn't mean that you have to be." His father said sternly as he began to eat some of his eggs.

"Sometimes?" Ben scoffed.

"Is this about your football game? I said I was sorry, but something came up, I couldn't help it." His father said apologetically.

"Dad I haven't played football since middle-school. And yeah, I know, something came up at work, your car wouldn't start, you couldn't get a cab, and all the other same old excuses." Ben said obviously agitated by now. "You know what? Thanks for the offer, but I think I'll just walk to school." Ben said standing up from the kitchen table and grabbing his book bag.

"Now hold on-." His father started but was cut off by the back door closing shut. He sighed and sat back in his chair. "I just don't know what to do MJ." He said looking over to his wife.

"You need to be honest with him, tell him the truth. He's old enough to handle it now, he's sixteen Peter." MJ said as she sat down and took her husband's hand in hers.

"Maybe you're right MJ. Maybe you're right." Peter said with a nod as he gently squeezed her hand in his.

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Ben walked down the sidewalk with a grim look on his face. Lately he'd begun to grow distant from his father. He could remember a few precious times when he and his father had hung out, played a little bit of catch, but that was when he was little, and the memories like that were few and far between. His dad had always had trouble showing up for things and following through with his promises, he always seemed to come up with one excuse or another for why he couldn't show up, or follow through. And lately Ben had seemed to notice it more and more. More than a few times he'd thought that his dad was cheating on his mom, but she wasn't stupid, and if she thought that his dad was cheating on her, she wouldn't have stuck around, she wasn't that kind of woman.

"Hey Ben, what's up? Did somebody die?" Mike's familiar voice rang in his ears. His head snapped up as he looked around, he'd been so deep in thought; he hadn't realized that he had made it to Mike's house.

"What?" Ben asked slightly confused for a moment. "No, nobody died, I was just thinking about something." Ben answered as he nodded in greeting to Mike.

"Well don't hurt yourself, you've still got the rest of school to get through. Speaking of which, you ready? I don't want to be late." Mike said.

"Yeah sure." Ben said as he came up to the porch. "Grab your stuff and let's go."

"Bye mom! Ben and I are going to school." Mike shouted into the house as he picked up his book bag.

"Bye Michael! Bye Ben! Have a good time!" His mom called from inside.

"By Mrs. Octavius!" Ben yelled into the house. "We might be a little late getting back, we're gonna stop by the Bugle again after school!"

"Good luck!" She answered as Ben and Mike headed off the porch.

"Thanks, bye mom!" Mike yelled as they left. "Thought you'd given up with the Bugle?" Mike asked looking over to Ben as they walked.

"Nah. Figure I'll give it another try." Ben said with a wink.

"Well we'll see. Just so long as neither of us are late for school." Mike said with a smile.

The bell just rang as Mike and Ben made it to their seats. "Morning class." The teacher said as he began. Mere moments passed before a note made it to Ben's desk. He opened it to read and suddenly remembered what he had said he would do that afternoon. The note read simply, 'we still going to the movies after school? – F.H.' Ben wanted to smack his head against his desk. He wrote on the note just under the original message. 'Yeah, is Amanda still planning on coming though? I might have someone to bring too. – Ben'

The note came back seconds later. 'Yeah, sure, see ya after school – F.H.' Ben smiled as he turned and nodded his head to felicity and stashed the note in his pant's pocket.

After class Ben stopped Mike out in the hall. "Hey mike, you remember how I said we were going to go to the Bugle after school?"

"You mean like we've done once a week every week since we turned sixteen? I'm telling you they're never going to hire you to be a photographer, you're too young." Mike answered.

"Yeah, yeah, well there's been a slight change in plans. Amanda and Felicity asked us to the movies after school." Ben said with a slight smile.

"So you want to go to the movies with them." Mike concluded.

"No, I want us to go to the movies with them." Ben said. Mike looked at him like he was crazy. "Come on, it'll be fun. Besides, it's nothing formal or anything like that, just four friends going to the movies."

"Well…" Mike thought for a second. "Alright, but Afterwards we need to work on our science project, or we'll never get it done."

"Good." Ben said with a smile. "I'll see you at lunch then?" He asked as the bell rang.

"At lunch." Mike nodded.

Lunch that day came sooner than Ben expected, or wanted it to. He hated lunch, not only was the food horrible, if you could call it food, but the lunch room was like a breeding ground for bully's, jocks, and low life's. Ben wasn't a weakling, but he was a little on the scrawny/geek-like side, and that was enough to make him fair game for whatever idiot felt like proving his strength. Speaking of which…

"Morning Parker." Ben heard as a hand gripped his shoulder.

"Wow Thompson, I didn't even make it to my table yet, you trying for some sort of record for most pathetic things done in one day?" Ben asked sarcastically as he laid his lunch tray down on the nearest table.

"Oh, the lip again Parker. You know, you really need to learn to shut your mouth." The blonde haired guy in the football jersey, Thompson, said.

"And you need to learn to shut your fly." Ben said with a smirk as he turned to face him.

Thompson looked down quick, but his fly was closed and his friends were laughing at him now, not Parker. "Oh you're going to-." He started to say as he looked up, but Ben was already several tables ahead and quickly making his way to the exit.

It wasn't until he got outside and around a corner of the school building, landing him behind it in an empty lot that Thompson and his friends caught up with him. "Bad move Parker. Now there's no one to step in and save your sorry butt."

"Save me from what? A momma's boy with a funny jacket?" Ben quipped again, and Thompson lost it.

He threw off his jacket and tossed it aside to one of his friends, waiting only seconds before rushing at Parker and throwing a straight punch towards his face.

Just as Thompson began to rush towards him Ben got disoriented, all of a sudden time seemed to slow, and Ben got a massive headache. Instinctively Ben leaned back slightly and the headache seemed to lessen as Thompson's fist stopped just less than an inch from his face, as if in slow motion.

Thompson sent a myriad of fists, mostly curved punches at Parker, and all Parker did was dance around, duck, move ever so slightly, and avoid them all. To Ben it seemed as if time itself was on his side, slowing down so it was easier to dodge, but Ben was beginning to feel odd, in addition to the headache his body was now beginning to feel different, it was a burning sensation on the underside of his forearms, and he felt looser, almost like he was capable of any gymnastic feat he wished to accomplish.

But Thompson was getting angry and sent another punch straight at Parker. This time instead of dodging or moving out of the way, Ben merely caught it with the palm of his hand, not only stopping Thompson's punch, but also breaking his hand. Ben and the others could hear the bones of Thompson's fist crunching and breaking as the hit Ben's hand.

Thompson fell to his knees and yelled as he held his broken hand near tears. "Parker!" He screamed.

"Dude." One of his friends said. "What the heck did you do?" He asked looking to Ben.

Ben wasn't sure his headache was gone, but he was feeling woozy. Suddenly he just lost control, he threw up, all over Thompson and those friends that had gone to see if he was okay, and then collapsed on the ground, unconscious.

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"Is he okay?" A deep male voice asked from the other side of a blue hospital curtain.

"Mr. Osborn? What are you doing here?" Another male asked, either a nurse or a doctor. "I wasn't aware that there was an inspection planned for today."

"Calm down Doctor. I'm just here to see Benjamin Parker. The whole Parker family are friends of mine." The man explained. "Is he awake?"

"Not yet, but please, go right on through if you want to. We've been trying to reach his parents, as well as the school, but his father isn't at work, and his mother isn't answering the home phone." The doctor explained.

"I've called his father, they should both be here soon. But answer my question. Is he okay?" Osborn asked.

"Well… It's odd to tell the truth. His condition has nothing to do with how he was brought in here. The school said he was in some sort of fight, he broke another students hand-." The doctor started.

"Ben? Are you sure? He couldn't break somebody's hand if he wanted to." Mr. Osborn defended.

"I'm only telling you what the school told me. He was in a fight, and his 'opponent's' hand was broken. He hadn't taken any hits or anything during the fight, but after he broke the other person's hand, he threw up and passed out. Strangest thing I've ever seen. His vitals are good, he appears normal I've chalked it up to just a nervous breakdown, or an episode." The doctor explained. "You can go and see him if you want to."

"Yes, I think I will. Thanks." The man said before he stepped into the bed area where Ben was in a patient's gown, lying on the bed.

"Normie?" Ben asked as he came in.

Norman laughed. "Yeah Ben, it's me. You want to tell me what happened? School says that you were in a fight."

Ben smirked. "I don't know what happened. First minute that guy Thompson is going to start pounding on me, the next I'm kicking his butt."

"And breaking his hand apparently. You're lucky if he doesn't try to sue you, or the school." Norman said with a smirk as he sat down.

"He wouldn't sue the school, his dad is the coach there, and as for suing me, well… All I did was block his punch." Ben answered as he rested his head back on the pillow.

"Well you're friend Michael wasn't there, but he's out in the waiting room now, along with a girl from your school. You're parents should be here soon. But if I were you I'd think of telling the truth about how you managed to break his hand."

"I'm telling you the truth." Ben pleaded. "All I did was block his punch, and crack, we all heard it, he broke his hand. Maybe he hit me wrong or something, I don't know, it just happened."

"Well however it happened, we're all glad you're okay. You gave everyone quite a scare, especially that girl out there. She kind of creeped me out, she practically attacked the doctor trying to get back here." Norman said with a smirk.

Ben laughed. "Yeah, that'd be Felicity. She's probably worried about me, have the doctor's told her anything?"

Norman shook his head. "No, they ain't telling anyone but your parents, but they're not here yet. Only reason I'm allowed back here to see you is because I own the hospital." He said with a smirk. "And seriously, if the Thompson's try to sue you, you know you have my legal defense team at your disposal."

Ben smirked. "Thanks, but don't worry, I'm sure Thompson doesn't want the whole school to know that he got beat up by a geek."

"You're not a geek." Norman corrected. "You just need to get yourself a new look, maybe do a little bit of weight lifting and you'd be set to be the most popular kid in school."

"Popularity only matters to those who have it." Ben said with a smirk. "I'm not one of those people, I'd rather just live my life."

Norman smirked. "Well you'd best get some rest, your parents are going to grill you like crazy when the get here, that is Auntie M doesn't squeeze you to death with a hug when she finds out you're okay."

Ben laughed. "Yeah, hey, do me a favor?"

"Sure." Norman said as he stood to leave. "What is it?"

"Tell Felicity and Mike that I'm okay?" He asked with a smile.

"Sure thing." Norman said as he started to leave. "So long as you promise not to beat up any more bullies."

Ben and Norman just laughed. "Don't worry, I'll be out of here by tonight, and back to normal. Although for some strange reason I've still got this annoying burning sensation on my arms."

"Maybe they gave you a shot or something." Norman said with a shrug. "Don't worry, you'll be back to normal soon enough."

"Famous last words." Ben said with a smile.

END