sookuke-adek: Actually I had an idea for an alternate fic in which Ben went into the movie-verse Xavier Institute for Gifted Students, a sort of AU fic in which things happen and turn out differently. It's still in the thinking and plotting stages though.

morph: Honestly, I have no idea if Mike will end up with eight limbs. He might, he might not. Maybe he'll end up with six, or five, or ten, maybe he'll go crazy and kill everyone and that'll end the story, maybe he'll become a pro-wrestler, I just write the story as I think it up. In other words I haven't decided yet what to do with Mike, but he is one of the three sons spoken about in the Summary. Any guesses to whom the third one is?

daveykins: Maybe…

Anonymous: Thank you! But… who are you? I mean seriously, who are you? This is going to bug me now. Oh, feel free to check out my other fics, you can get a list of them by clicking on my name at the top of the page up there.

Author's Note: I'd like to thank you all for your reviews and support! Seriously, it is cool that the second chapter got four reviews where as the first chapter only got one. That's great! I want you to all review this chapter as well. I mean it, if you don't, I might cry. Well okay, no, I won't cry, but I'll be very, very disappointed!

Chapter 3: Talks, Confrontations, and Ideas

Ben and his father just looked at each other from across the table for several minutes. MJ had gone shopping across the street so that they could 'talk' about something. Exactly what Ben wasn't sure, he was just amazed that his father had actually been able to sit through a meal in a public restaurant without leaving him and his mother there to finish the meal by themselves like he had done so many, many times before.

"So…" Peter began.

"So…" Ben responded. "You said you wanted to talk to me?"

"Yeah…" Peter answered somewhat hesitantly, as if he knew what to say, but not sure of how to say it.

"So say it." Ben said as he sat back in the chair.

"Well it's not really that easy." Peter started.

"Let me save you the trouble. You're going through all this because you want to tell me that you and mom are getting a divorce, you're leaving her for whatever itch you've been slipping away to for the past few years, and you just want to let me know that it's not my fault." Ben said all of it with a straight face; he was absolutely one hundred percent serious.

"What?" Peter asked not exactly expecting that kind of remark.

"Oh come on. I know you've been cheating on mom. You leave so often and don't come back till God knows when, early morning I guess, and you're completely un-contactable during the day most times. Your work says you're in your office, you're voicemail picks up, it's your son screaming into your answering machine that you promised to pick him up, but you don't pick it up because you're not there, and he has to spend the afternoon in a taxi that he doesn't have the money to pay for so he has to hope and pray that his mother is home." Ben snapped. "So come on, just say it. You're leaving."

"I'm not going anywhere." Peter said still slightly in shock from the accusations that his son was making. "I have never, cheated on your mother and I never will, I've never loved anyone else in my entire life, and I-." He was cut off by the sound of sirens wailing as a fire truck, an ambulance, and several police cars sped past the pizza restaurant going at high speeds, headed towards some sort of emergency. It had to be that moment. He couldn't leave now! His son would hate him if he did. Not like he didn't already hate him, but still, it would only make things worse, but… "I have to go." Peter said standing up. "I'll be right back, don't go anywhere, I just have to go do something real quick."

Ben scoffed. "Of course, go ahead, run off. I'll see you tomorrow morning when you come in."

"Ben I- we'll talk when I get back." Peter said as he rushed off.

Well just as Ben predicted, Peter didn't come back in a few minutes. In fact it was over an hour later when Peter made it back to the restaurant, only to find his son gone, and the waiter with a message saying 'Knew you wouldn't be coming back soon, went to find mom, we'll be at home if you feel like spending time with your family – Ben.' Peter winced as he read it. Why was his son being so rebellious? Was this a teenage thing? Teenage rebellion? What?

VVVV

Well, the note didn't exactly tell the truth. MJ and Ben had gone back home, but Ben wasn't there, he decided to go over to Mike's to work on their science report. In fact that's where he was now, in Mike's basement laboratory. "You really think that this is going to get us a good grade? I mean it's not like it's our own original work or anything." Ben said looking over to Mike.

Mike sighed. "It's not a science project, it's a report. A report on a scientific development that impacted someone's life, if not everyone's, now most people will do this report on something like, radio, television, cars, computers, but who else has an unlimited resource of information on my dad's mechanical arms? They impacted his life in a big way, and if nothing had gone wrong they could have impacted the world in a big positive way. We're doing our report on how the could have affected civilization had my father had the right vision for them. Imagine them mass produced, with almost every adult in the world with four extra arms, that don't get tired or hurt, think of how much easier life would be."

"Okay, okay, I get it." Ben said with a sigh.

"Something wrong?" Mike asked as he sat down at his desk. "You've been kind of… off, all night."

"Well, I don't know. It's my dad. I just can't figure it out. He says that he doesn't cheat on my mom, my mom says that he doesn't cheat, but then what the heck does he do all those times that he vanishes off the face of the earth?" Ben asked the question rhetorically, not really expecting Mike to answer.

"Maybe he leads a double life, one as mild mannered teacher Peter Parker, the other as… as… something." Mike said with a shrug. "I don't know, maybe you should just come out and ask him."

"Maybe I will." Ben mused as he went to pick up and examine a test tube that was resting on the desk.

"Well you said that he wanted to talk right? Next time he tries to talk to you, just come out and ask him, instead of snapping at him and accusing him of things." Mike offered with a shrug.

"Maybe I was a little harsh in the restaurant, but I'm tired of it." Ben said as he set the test tube down. "I think I will though, I'll ask him, just come right out and ask him, next time he tries to talk to me."

Mike's mom yelling down from the top of the basement stairs suddenly interrupted them. "You boys want something to drink? Why don't you take a break and come up here?" She offered. "Watch some T.V. Eat some cookies, drink some soda, or milk, or I have hot chocolate. But you two have been at it for hours."

"Okay mom!" Mike yelled up the stairs. "We'll be right up!"

"Okay!" His mom answered and left the doorway.

"That must be cool." Ben said. "Having a mom like that, my parents are never really even home."

"Yeah, it's cool, but with my dad and all it's a little hard. Not many people willing to trust someone with the last name of Octavius, and my dad really is different, I mean sure he did some bad things, but he admitted to them, gave himself up, and is serving his term. He acted responsibly, although not in time to keep him from the consequences." Mike said with a shrug. "You up for some cookies?"

"What kind?" Ben asked.

"I think Chocolate chip, that's the kind my mom makes the most." Mike said with a smile.

Parker Residence

"No tiger he's not here." MJ said talking into the phone. "He went over to Mike's house." She paused as Peter on the other end of the line talked. "Well I know the talk didn't go well, or even really happen, but Pete you've got to tell him, we just can't go on keeping this from him, he's beginning to hate you for it, you can see that." She paused again. "Okay, I'll see you when you get here." She paused and smiled. "I love you too." She said before hanging up the phone.

It wasn't on the hook for three seconds before it began ringing again. "Who the?" MJ asked as she picked up the phone again.

"Hello?" She paused. "Oh, no, sorry Felicity, but he's not here, he went over to Mike's house." She paused again. "Yes he's feeling better. Much better I think." She paused yet again. "Well tomorrow's Saturday, so no, I don't think he'll be in school tomorrow." MJ said with a slight laugh. "It's okay. Yes, he'll be in school on Monday. But if you want you can see him before then. I wanted to throw him a bit of a surprise party." MJ paused. "Yeah for his birthday. It's this coming Tuesday, but I figured we'd have the party on the weekend."

"Consider this your invitation." MJ said with a smile. "Yeah, Mike will be here, and anyone you can think to invite. Honestly I can't really think of anyone that Ben knows and hangs out with other than you, Mike, and Normie." She said with a laugh. "Yeah, okay, Sunday afternoon, about… three. We'll have pizza and cake and ice cream." She paused again. "Okay, I'll tell him you called. Bye." She hung up the phone.

"Hmm…" She said looking around her house a bit. "Maybe I'll just go to bed early."

Somewhere in New York City

"Oh come on! We weren't really gonna take her purse!"

"Yeah we were just goofing around!"

"I think all the blood is rushing to my head."

"Don't we get a phone call?"

Four different thugs were hung from the street light on 9th street by silver strands of webbing. Spider-Man had just stopped them from taking a young woman's purse at knifepoint. Not the most challenging fight he'd ever been in. Okay, so it ranked a 2 out of ten, but it was enough to help him relax.

Things were going so wrong in his life, which didn't seem to be any different than normal. His son now hated him. That was new. Wasn't his son the little guy that couldn't wait for daddy to come home so that they could play together and little Benny could tell daddy all about his first day at preschool? When did little Benny become smart mouth, hostile, almost grown up, teenage, Ben? When did that happen?

It was like he'd missed it, like he went to the bathroom during the movie and missed the most important plot point in the entire thing, and had no idea what was going on in the rest of the movie. Where did that example come from? He shook his head as he leapt off the roof of a building and started swinging his way home. That's what he needed now, he need to be home.

Octavius House

"Oh come on."

"It's a cool show."

"No it isn't."

"Yes it is."

"It's an X-Men rip off. Mutant X is nowhere near anyone's description of a 'good show'."

"It is in my book."

"Come on Mike, you are so weird sometimes." Ben laughed.

Mike laughed. "All right. All right. Well what do you want to watch?"

"I don't know, flip for a bit." Ben said as he took a handful of cookies.

Mike began flipping channels, cutting them off and such, one of them screamed out. "You could win 10,000 dollars just by-!"

"Wait, wait, go back!" Ben said nodding to the TV.

"That's right, you could win 10,000 for a ten minute cage match with the incredible Beorn!" The announcer shouted. "Just come to-."

"Oh come on amateur wrestling is so… stupid." Mike said in protest.

"Hey, ten thousand bucks is ten thousand bucks." Ben defended.

"Forget it, there's no way you'd last ten minutes, and besides, you're a minor, I can't even believe you're imagining it." Mike said with the shake of his head.

"What if I wore a mask?"

"Then maybe they'd let you in, if you were to use your dad's personal information, but there's no way that you'd last ten minutes. You'd be beat to a pulp!" Mike said seriously. "And if you weren't your mother would beat you to a pulp for risking your neck!"

"But think about what we could do with ten thousand dollars!" Ben exclaimed.

"Come on Ben, use your head, I can't believe you're even thinking about this." Mike said disappointed.

"I can't believe you're not thinking about it. Think about, we could have any girl in school we wanted. You could impress whatever girl you wanted."

"The girl I want is interested in someone else." Mike muttered under his breath.

"What was that mike?" Ben asked turning to see him.

"Nothing, just forget it, forget wrestling, you're just being stupid." Mike said shaking his head.

"Okay, okay." Ben said with a sigh. But maybe these new powers of his could help him out in the match. He'd have to test them first, see exactly what it was he could do. He'd do that tomorrow, go somewhere remote, try stuff out, and see what he could do, or couldn't do. But so far he knew he could shoot strands and globs of sticky stuff, he might have enhanced strength, after all he did get built over night, and he could stick to things, or make things stick to him, he wasn't sure yet, that might take some experimenting.

END

Author's Note: REVIEW!!!!! REVIEW!!!! Please?