A/N: Well I have this part of the saga planned out. The complete saga will span over what I'm planning 20 years, but that still isn't decided. So I hope you guys enjoy this chapter as I dive deeper into Ben Parker's life. Also thanks to all who reviewed. To answer the questions,

One, MJ is barely ever there since she's working on her acting carer. Two, You would think he'd be happy but he isn't. The fact that Peter kept the secret from him makes him somewhat mad. Three, The second Spider-Man was Ben Reilly while Peter was dying and was forced to stay in the hospital. Four, I'll probably bring her in later, but I'm not sure yet. If so there'll be word about her in the next few chapters. So I hope that cleared it up.

October 2005

A brisk wind swept through the city as Ben Parker walked home from school. He stopped by the local newsstand and picked up a copy of the Daily Bugle. Smacked right on the front page was a picture of the Bronx being destroyed by the Green Goblin. The headline read, "Where Is Spider-Man?" Inside the story about it had a quote by J. Jonah Jameson. "Spider-Man is a coward and has finally given up." He was quoted saying. "Idiot." Ben mumbled. As he walked down the street coming closer to the apartment building he noticed the girl from school he had seen. He gulped and thought of going up and asking her what her name was. No, he couldn't. She wouldn't talk to him. He was a looser. A geek. He dropped his head down and frowned as he walked across the street. There was a crazy sensation going on in his head. He saw a taxi coming toward him. He quickly turned his head and saw that a taxi was really coming toward him. He quickly ran across the street and seconds later if he would've kept walking at that same pace he would've been hit by it. The girl looked at him as he walked pass her. His eye sight got a bit foggier. He took his glasses of and used the sleeve of his sweatshirt to clean them off. They dropped and he dropped down to the ground and started to look for them.

"Are these yours?" a girl asked. He looked up and he could see her perfectly. It was her. The long blond hair, the black headband, the boots up to her knees and that tight little skirt with that olive green jacket. He smiled at her.

"Yeah thanks." he replied. He got off the ground and took his glasses back.

"Haven't I seen you somewhere before?" she asked him. She pushed a bit of hair out of her eyes. Those eyes. Those sparkling blue eyes. He looked deep into them.

"Uh maybe." he said. He put his hands in his jeans pockets.

"Wait," she said. "Do you go to Central NYC High?"

"Yeah." Ben replied. "I'm a Junior."

''I have seen you!" she exclaimed. "I saw you walking past the office today!"

"What were you doing at the office?" Ben asked. He was starting to get suspicious. "Who is this girl?" he thought.

"Well I just moved here with my mom." she said. "I'm new to the school and all so I needed to register and such. Get acquainted to the school. Lucky me I didn't have to take any classes today. Just got to spend an entire day getting the tour of the three floor school.'' She laughed a bit.

"Yeah, ok." Ben said. "So where'd you move from?"

"My mom and I, never met my dad," she said. "Moved here from San Diego. She's a model or somethin' like that." She looked up at the sky. "So is Spider-Man a regular around these parts?"

"Spider-Man hasn't shown his face since July." Ben frowned. "They say he's retired. Last time they saw him he was fighting against the Goblin."

"The Goblin?" she asked. "Which Goblin?"

"The Green Goblin." he replied. "And he just destroyed a bunch of homes in the Bronx." He pointed to the front page of the Bugle.

"Oh my god." she said. "No. What about Daredevil?"

''Only Hells Kitchen." Ben replied.

"This city needs a hero." she said.

"I know." Ben said. Destiny was standing right in front of him and knocking on his door. "There will be one."

"How do you know?" she asked.

"Just a suspicion." Ben replied.

"Ok?" she said. "Listen I got to go. Maybe I'll see you again. I'm Gwen by the way."

"Later Gwen." Ben said. He started to walk down the street. She turned around and looked at him.

"Wait!" she yelled. "What's your name?"

"Ben." he replied.

She smiled at him. "Bye Ben." she said. As she walked down the street she pushed her hair behind her ears. "Ben. I like the sound of that." As she walked down the street a cackle emerged from and alley nearby.

"Hello precious." the voice said. Gwen screamed and a gloved purple hand grabbed her and dragged her into the alley. The scream echoed throughout the city. Ben's head turned. It was time to make a decision. He nodded and ran up to his room. He pulled out a mask he had found years ago in the streets. He took his glasses off and put them on the nightstand by his bed. He pulled the mask on and a hooded sweatshirt over it. He was still wearing his jeans. He jumped out of his window and shot a web and started to swing toward where the noise came from. He dropped down in the alley and hid behind a dumpster.

"No." he thought. "He has her."

"You know dear." the Goblin said. "You and I are gonna have a real fun time." He ripped her coat off and tossed it right next to the dumpster. He then pulled off her over shirt which revealed a skin tight tank top. The sky got darker and it started to rain.

"Got to sound confident." he thought.

"Not today Gobby." he said. He shot a web in his face and punched him in the gut. The Goblin went flying back a few feet.

"New blood?" he asked. "Much stronger then the last two." He hopped onto the glider and went at full speed at him. Ben jumped up onto the wall of one of the buildings in the dark alley. He dropped back down and shot two simultaneous webs at the glider and pulled it toward the street. The Goblin and the glider went flying toward the street and crashed into a tree.

"How you doing you green skinned bastard?" Ben asked. "Good?" He ran at him and threw him up against a building. People on the streets stopped and watched the battle progress in the heavy downpour. Gwen walked out of the alley and watched. Her shirt was wet and was holding on tight to her body. The was a slight crack and the Goblin's arm was broken. He quickly rushed over to his glider and flew off.

"YOU'LL PAY SPIDER-MAN!" he yelled as he glided off. Ben looked over at Gwen. She backed into the alley. He walked up to her.

"You need a lift home?" he asked her.

"Yeah." she said quietly. He walked over to the dumpster and picked up her coat.

"I believe this is your's." Ben said. He handed her coat to her.

"Thanks." she said.

"Where do you need to get to?" he asked her. She told him her address and he picked her up and shot a web and started to swing off in the rain. "Just hold on." She nodded and put her face into his chest not wanting to see what was going on. As he swung there were screams of happiness and "Look it's Spider-Man" every here and there. He finally arrived at her house. Not much of a house. It was more like a mansion.

"Hey could you take me up to that balcony?" she asked him and pointed to the balcony about 12 floors up.

''Sure thing." Ben said. He shot a web up and started to swing in the opposite direction then turned around and then shot up onto the balcony. The rain was letting down and it was stopping.

"Thank you." Gwen said. "Thank you for stopping that maniac."

"It's what I do." he said. Behind the mask he was smiling.

"Who are you?" she whispered. He bit his lip behind the mask. Should he tell her? Or should he be just like his father and keep it from her?

"Promise not to tell anyone?" he asked her. She nodded. He pulled the mask off slowly.

"Ben?" she said. "How?"

"As long as you don't tell anyone I'm the son of the original Spider-Man. I inherited the special gene. I just found out about it the night when Spider-Man was last spotted." She put her hands on the side of his head and started to kiss him. He ran his tongue across her bottom lip. She opened her mouth enough so he could slip his tongue in. Their tongues met. As hers wrapped around his a womans figure appeared in the sliding glass door. It slid open.

"Gwendolyn Stacy the second!" she exclaimed. "What the hell are you doing." Ben pulled on his mask and looked at the woman once and shot a web and left the balcony to continue swinging through the city. Gwen rushed over to the side of the balcony and watched him swing off through the now bright city. He disappeared out of her sight. She started to walk back into the house. "Gwendolyn. Explain what this is about." She pointed to the TV and footage of the rumble of Ben and the Goblin was airing on the local news. You could see Gwen standing there watching the fight in only her soaked tank top.

"Jesus Mom!" she yelled. "The Green Goblin was trying to rape me!" He scoffed. "All he was trying to do was save me!'' She tossed her coat at her. "God you can be so simple minded at times!" She stormed off into her room. As she entered it she slammed the door of her room behind her. Her walls were full of pictures of Spider-Man. She sat down on her bed and pulled her knees up to her chest and started to cry into them. She cried far into the night. At 9 PM Gwen knocked on her door.

"Gwen? Honey?" she said. "Can I come in?"

"Leave me alone!" she yelled in between sobs.

"Listen honey," she said. "There are some reasons I was hesitant to move back here. Spider-Man and the Green Goblin were a few."

"Yeah. Right." Gwen said.

"I've got pictures Gwen." she replied. She entered Gwen's room with a photo album in her arms. She opened to a marked page. "That's where I was supposed to die." She shook her head. "It wasn't me. It was a clone. I hate the fact. I knew something bad was going to happen so I got the hell out of here." She sighed. "So you're in love with Spider-Man?"

"He's not Spider-Man mom." Gwen replied.

"Then who is he?" she asked. "I'm sure I'd be able to know who his parents are."

"His name is Ben." Gwen replied. "I never got a last name."

The Parker's Apartment

With MJ in Hollywood shooting a movie Peter was once again forced to watch over Ben by himself. Ben shot a web and crawled into his window. He took off the mask and changed into some dry clothes. He walked into the kitchen. There on the white board was a note from Peter. He read it. "Ben, down at the station checking some things out. By the way, great job on the Goblin this afternoon." Ben smirked a little. So he knew. "Well Dad always was smart." Ben said. He opened up the fridge and grabbed the carton of milk. He unscrewed the cap and took a drink. He ran his hand across his upper lip and the milk that was there was now on his hand. He opened the door outside and decided to go for a walk. As he walked down the stairs and into the busy streets of New York.

The sun was down a few hours ago but the lights filled the streets. A special edition of the Daily Bugle was being sold with information on the latest battle in the streets. He laughed a bit and continued to walk down the street. Half an hour later he was standing outside the front door of the building where Gwen lived. The doorman was gone. He shrugged and walked into the building. There was a desk. He walked up to it and dinged the bell. The woman behind it looked up at him as she chomped on her gum.

"How can I help you?" she asked in an annoyed tone.

"Yeah, uh, I'm looking for the Stacy residence." Ben said.

"Walk down that hallway, take a right at the bathrooms and then you'll see an intercom. You have to push that and then there'll be an answer of a person who is in the room. If the button is pushed up in the room to let the elevator down you'll hear a ding and withing seconds and elevator should be waiting for you." she said. She blew a bubble with her gum. "Have a pleasant visit." Ben shook his head and started to walk down the hall. Just like she had said he took a right at the bathrooms and walked down that hall. At the end was a row of buttons and an intercom. Button number twelve or "Stacy" as it was labeled was right in front of his eyes. He pushed the button and the intercom crackled.

"Hello?" a voice said. It was Gwen's. He pushed the speak button.

"Gwen." he said. "It's me. Ben."

''Ben?" she said. "One sec. I'll be right down." After a few seconds the elevator doors opened and Gwen was standing there inside the elevator. "Get in quick. These doors shut fast." Ben nodded and got in the elevator. The second he stepped in the doors closed and the elevator slowly mad its way up. "So what brings you here?"

"Bored and I wanted to get to know you a bit better." Ben said.

"Are you implying that you want to come in for some coffee?" Gwen asked in a seductive voice.

"No." Ben replied. "i just want to know a little more about you. Like your parents, and family and other things."

"Ok." Gwen said. "If you say so." The elevator stopped and the doors opened. The two stepped out of the elevator and Gwen entered the so called "house".

"Wow." Ben said. "So how big is this?"

"One entire floor." Gwen said. "Used to belong to some woman called Felica Hardy or someone like that. Came from a rich family. Very rich family." She sat down on the couch. "So lets get this over with." She sighed and looked him in the eye. "Well I was born in downtown San Diego right after an earthquake." An hour passed and she finally finished her story. "So that's it. Now you know all about me."

"Wow." Ben said. "That's a lot of stuff to remember."

A/N:Hope you guys enjoyed this chapter and the next one will pick up where this one left off.