A/N: Hello there! A note before you begin: this was super hard to write (and it's pretty long), and I had to work out a lot of details. Please please PLEASE let me know if anything is confusing. Because then, I can fix it! Otherwise, enjoy and make sure to leave any comments/suggestions in the reviews. :)

No warnings because there's nothing super graphic this chapter.

Sunday, September 4, 2011

10:02pm

"I don't know Richard, but it's not good." Peter's parents were arguing again, but this time, it wasn't angry. It was urgent and hushed, like something bad was happening. He should have known then that it would all come crashing down.

"Why? What's so wrong with it?"

From his vantage point on the stairwell, the small child could see his mother shaking her head and moving her arms up and down.

"Think for a moment. Do you really want a world with more enhanced humans in it? A world that our son has to grow up in? This is dangerous… too dangerous."

"Then burn the formula, Mary. Take your research and leave." His father gripped Mary by her shoulders.

"Don't you think I've already done that? But him and Ange… they know I was close. What if they found out? They could hurt us, Richard."

"I thought Angela was your friend," he said, fear creeping into his pained voice.

His mom shook her head again. "She's different now… I should have noticed when things started to change, but I didn't. If it was to get that equation…" They were quiet.

"I have to go to the lab," she said. "To make sure it's all gone. I'll be back in an hour."

"Mary, please, wait until tomorrow. Or at least, let me come with you."

She removed his hands from her shoulders. "You have to stay here. For Peter."

At his name, Peter hopped down the stairs and ran for his mother. "Don't go!"

Mary looked at him, shocked. She bent down and wrapped her arms around him tightly. "I have to go, baby. But only for a little bit. I'll be back in time to make you breakfast in the morning, don't worry."

He looked into her eyes. "Ok."

She rose and ruffled his hair. "I love you, Peter. Go back to bed now."

Peter hugged his dad before scurrying back into his bedroom. Safe under the covers, he had no idea that tomorrow's promise would be broken. Mary would not make him scrambled eggs and bacon, shaped into a smile, like she always did.

When Peter woke the next morning, his Father had pulled him out of bed and ran outside. Down the sidewalk, down the street, to the police station, all while the child was trying to rub the lingering dream from behind his eyelids. He had been too tired to ask what was going on until they got there, and by that time he already knew something was wrong.

His mom had not come home last night. She had not made him breakfast this morning, and she never would again, and even though he was only nine… He knew his whole life would change. He knew that nothing would ever be the same again… Not his life, not his conversations, not his thoughts… Not his dad.

Everything began swirling in his mind, shifting from one image to the next like a broken slideshow. Peter wondered dimly if he was dreaming, but that wasn't possible because the tears were real. You didn't cry in dreams, did you? Or maybe it was like when you dream about going to the bathroom, and you wake up and you've wet the bed.

He felt like he was being tossed from thought to thought in his head. It wasn't painful, just weird. Peter finally landed with a thud, surrounded by blackness. Everything was quiet and still, except for his heavy breathing.

"Peter," a familiar voice called softly. His heart skipped a beat. He knew that voice… it couldn't. No. She was gone. "Peter." She spoke again, from behind him, louder this time. Peter's hands were shaking. He didn't get his hopes up. She wasn't real. This was another memory… it had to be.

"Peter Benjamin Parker, if you don't turn around this instant…" she didn't finish, but then again she didn't have to. Peter smiled. She always did this when she was angry with him… but this time, it sounded like a tease.

He turned.

There she was, seemingly radiating light. Her thick, wavy brown hair fell to below her shoulders, just like he remembered. He bet that she probably smelled like strawberries and candy, just like he remembered. Her mouth was formed into a half-smile, half-smirk… just like he remembered.

"Is this a dream?" Peter's voice sounded weird to him, shaky and unsure, and it cracked at the last syllable. "You can't… you can't be real." The tears that were flowing at the previous memory pricked the back of his eyes.

She smiled more gently. "Well, I am real, Peter. But this isn't quite a dream." Her voice rang into his head, sending a cacophony of emotions and echoes through his brain. Unable to stop himself, he ran to her. They embraced tightly for a moment. Peter recalled the last time they had hugged like this… that night. He was much taller than her, having grown nearly two feet since then. He wished it could last longer, but she pulled away.

"You're so big," his mom said, sounding slightly sad. "I've missed a lot, haven't I?"

Peter looked down and did not answer. She placed a finger under his chin and tipped it up to look at her.

"You're my little Inspiration, baby. You brought be back, even for a moment."

He couldn't help but ask, "Why? A-and… how?"

Her lovely face darkened. "You know why, Peter. How doesn't matter." She grabbed his hands in her own. "You're in trouble. Something big is coming, and… and I'm worried about you. Your father and I… we can't protect you anymore. You have to be careful who you trust."

Her image blurred, and the corners of his vision began to darken. His mother's eyes became more urgent. "You're waking up now. Listen, Peter… I love you and you have to be careful of-" the words were slow and fading. He seemed to be falling down, down, away from her and even his scrambling arms could do nothing to stop it. Desperately, she shouted, "You need to tell Tony about-" her words and image disappeared, leaving him to the darkness.

"No! Come back! Don't leave me again!

… don't leave me again…"

"Woah, bud. Don't worry, I'm not going anywhere." Someone had their hand on his back. Mr. Stark. He was at the Tower. This time, when he realized where he was, he didn't jerk up. Peter just let his head rest on the desk in the lab and allowed silent tears to slip from his eyes.

Defeated and heartbroken, he whispered, "She's gone."

Tony remained silent for the next few minutes, waiting until Peter stopped crying. His hand remained on the kid's back, slowly rubbing circles to comfort him. He didn't have to ask who Peter was talking about…

"You wanna… talk about it?" Tony asked once Peter's breathing had become more steady. The kid sat up and looked at him, brown eyes red-rimmed and watery.

"She… she was trying to warn me a-about something," he managed. "She told me I had to tell you…"

"Tell me what? Warn you about what?"

"I don't know."

Monday, October 7

10:11pm

"What did you find?" Tony called behind him, sensing a familiar presence. Nat stepped from the shadows, heels clicking softly. She never could seem to hide from him for very long.

"We had to move around, Tony. I haven't had enough time to investigate deeper yet. But…"

He looked at her, and again his face was cold. She tried to keep her own expression level as she pulled a manila file from her satchel.

"What? What is that?' Tony stood, crossing his arms. He eyed the small folder with wariness.

Nat walked past him to the desk and set the file down. She sighed.

"We have a theory," she began.

He quirked an eyebrow. "We?"

"Me and… nevermind, it's not important. Don't interrupt." Tony pursed his lips, but stayed quiet. She continued, "Mary Parker and Angela Magran. Grew up in the same neighborhood, same elementary, same high school, college roommates… best friends."

Tony was having a really hard time not stopping her. "Richard remarried Mary's best friend? That's kind of a douche-bag move." She glared at him. "Ok, ok. Continue."

"They both ended up as interns for RayTech and eventually worked on the scientific research team together. I found one of the projects they were working on…" Nat gestured to the papers.

He picked them up gently and scanned through the words. Tony's mouth dropped open. "They made the spider? But that's how Peter-"

"Got his powers, I know. But once Mark got to Angela… they started to work against Mary. She wanted to use the ideas for medical advancements… they wanted it for power. I think she must have figured it out. The formula. The last research file is roughly two weeks before she vanished."

"Did they ever find it?"

"No. I don't think they were successful until Peter. The spider must have died or something, because nothing further has happened. I mean, I don't know about you, but I haven't heard of any other enhanced spider-people on the news. It could have been a fluke."

Nat folded her arms, mirroring Tony. "Since Richard and Angela were married before he was bitten, I think she wanted to use Peter as a test subject. He was young… easy to control."

Tony shook his head, processing this information. "Maybe that's why she tried to get close to Richard… she needed Peter." His brow furrowed. "Why? Why would he let her do that?"

Nat looked pained. "He was heartbroken, Tony… who knows what he was feeling."

"He had a son! The kid was nine, for crying out loud! Don't you think he was heartbroken, too? How could he do that to Peter?"

She was surprised at his sudden burst of anger. He was breathing heavily and staring at the ground in contempt.

"I don't know," Nat said slowly. "I'm not a parent."

Tony looked up at her. "Well, neither am I, but come on."

She looked at him, saying nothing.

"So you think Mark and Angela killed Mary for her work? They were best friends…"

"People change."

They made eye contact. "Yeah, they do."

The quiet surrounding them became thick and uncomfortable. Once again she felt the anger and hurt emanating from him.

"Tony… at least let me explain."

"Please do. Please, tell me why you sided with a… with him." He leaned back in his chair.

"Bucky's a good person, Tony. Despite what you think-

A dark cloud of sadness (Sadness? She thought, That was new) came over him. "That man… he killed them. My dad." Tony swallowed. "My mom. They're dead because of him."

"Don't you think he knows that? Don't you think he's already guilty about what he did as the Winter Soldier? He has nightmares every night, Tony, just like the rest of us."

She could see him soften, even just a little bit.

He rubbed his temples and handed the file back to her. "Let me know what else you find."

She grabbed it and sighed. He was so stubborn.

"He's been helping me with this. He wants to. And I don't intend to stop him."

With that, she was gone.

Friday, October 11

7:01am

"Peter, come here." Angela sat at the kitchen counter, scrawling on an array of papers. He set down his backpack and approached cautiously.

"Yeah?"

"You know I work at RayTech. I want you to come with me to the lab today," she stated this so matter-of-factly that Peter didn't catch what she was saying for a moment.

"What? But I thought-"

"I know I told you I worked as a secretary but… I actually work with the Research Department. I apologize for lying, but I didn't think you needed to know what I did." Angela kept her eyes trained on whatever she was writing. Her face remained calm.

Peter was shocked. "Why do you want me to come with you?"

"I want to run some tests. We don't know what your powers can do yet. Don't you want to find out?" She finally looked at him, her dark eyes flashing. "And don't worry, I haven't told anyone about… Spider-Man." The word came out a little gurgled. She had always thought that the whole superhero thing was silly. "That's our little secret, right?"

He nodded quickly, trying not to think about Tony or MJ. Peter had to admit, he was curious about his powers… he'd never tested them before. Angela gathered her papers and shoved them into a briefcase, drawing him out of his thoughts.

"Are you ready?" She snapped the case shut.

"Sure but… what about school?"

"You're excused," she said. Peter sent a quick text to Ned and MJ saying not to wait for him and grabbed his shoes. He was kind of excited.

When they got to the lab, Angela made him change out of his clothes into a white cotton jumpsuit. She said it was so that his regular clothes didn't get ruined. Now he stood awkwardly in the middle of what looked like a gym.

Her heard a voice come through some speakers at the corners of the room. "Ok, Peter. I want to test your endurance first." It was Angela. He assumed she was on the other side of a large mirror attached to one wall. "Run laps around the track as fast as you can. Don't stop until I say so."

Peter did. He ran, legs pumping at a steady pace. He was lost in thought until she commanded, "Stop." He thought it might have been running a half an hour, but there were no clocks in this room. He hadn't been thinking about it before, but his chest and legs were beginning to ache with exhaustion, and Peter was glad she let him stop and rest.

It didn't last, for about 5 minutes later, Angela called, "Ok. Now go over to the bench press and lift as much as you can." The weights were much heavier than anything he'd seen at a normal gym. They were labeled from 200-500lbs. He started out with two 300's on either side and lifted them easily. He added two more. Again, it was easy.

Peter grabbed two 500's and added them. It was more difficult this time, but he still was able to lift it without too much effort. He headed to add more, but she stopped him.

"Well done. That will be all for lifting. We're sending in some… people to fight you. I want to see how well you handle them without a suit."

"What?" Peter didn't want to fight anybody. He already did enough of that daily. And he wasn't trained to fight without his suit. Peter wasn't sure what he could do.

"You'll be fine. Now, head to the open floor space to your left and await further instruction." He made his way slowly, excitement draining from his mind.

A door clicked open, and he immediately took a fighting stance, instinct kicking in. Four people dressed in all black, with masks covering their features, stepped out. They had no weapons.

From behind the glass, Mark Raylen observed Peter as he fought the 1-team.

"And you say he's down to zero?"

Angela nodded. "As of today, he's nearly perfected the fight. No casualties during any crimes where Spider-Man was present."

As if to prove her point, Peter stood, panting, above 10, 11, 12, and 13. They appeared to be unconscious.

Mark nodded. "Impressive. How did he take down 13 so easily?"

"He ran at 27mph for 2 hours, sir. And lifted nearly 2,500lbs."

Her boss raised an eyebrow. "That's more than we predicted." Mark looked at Peter. "He didn't kill them."

"No, sir. He hasn't killed anyone… just hands them over to cops."
His voice was deep and commanding. "So this means that the bite didn't change how he thought or acted. He's the same person, but enhanced. Send in the 2-team. Now," he paused. "Remind me again how he even received the bite?"

Angela shifted in her seat. "I took it home to research… I wanted to see how it reacted to a natural environment. I guess it got out and bit him." She didn't look at him.

"If it hadn't worked… you know what I would be forced to do."

"I understand, sir."

"What are the numbers?"

"Ninety-nine of the hundred test subjects shriveled within minutes of radiation."

"And the one?"

She gestured to Peter, who was in the middle of an arm wrestle with 22. Sweat was beginning to stain the front and back of his shirt, and it was dripping down his forehead.

"The spider died right after it bit Peter. It shouldn't have even survived the radiation… the numbers don't match… He shouldn't have survived either, but here we are."

"Then get the numbers to match. I want this formula done, the kid taken care of, and another test subject before Halloween. Got it?" Mark turned to leave.

"Sir, that's extremely unlikely. Without Mary's work, we haven't even-"
"Do I make myself clear?" He glared at her over his shoulder.

She sighed. "Yes, sir." The large man left with a slam of the door.

Peter had just finished with the 2-team when she said, "That's enough for now. Do more laps and then you can have a break. Afterwards, I'd like to test your brain." He nodded, looking less intimidating when he wasn't fighting four people at once.

After the break, he was brought to a smaller, square room with white walls a single table in the middle. It was silver and bolted to the floor. Another mirror was to the left, but it was otherwise empty. Peter sat down at the table, expecting Angela to follow him. Instead, she handed him a packet and a pencil and shut the door.

"Do the work as fast as you can." She was quiet after that. In fact, the entire room was quiet save for tiny beep that sounded every couple minutes or so. It was a minor annoyance, nothing he couldn't handle.

Peter took a seat; the chair was cool and hard. He began on the packet. The first part was math, which was his specialty, so it didn't take long. The second part was science. The little beep sounded and he felt a jolt of something rush through him. Okay, he thought. That was weird.

"Peter," Angela explained. "You're going to feel a shock every few minutes. This is to test your pain tolerance."

He nodded and continued to scrawl on the paper. This continued for the next while. Beep, then a shock. Beep, shock. Beep… shock.

Peter found he was losing focus. He started to dread the little noise, fearing the rush of pain that followed. The words were blurring together on the paper and his fingers were shaking. Beep. He cringed before it even came. Shock. Was the sound getting louder? He wasn't sure. It seemed like it…

It's sound was specific and high-pitched. Every time it happened, it echoed in his head for a second. Peter was no longer working. He just sat there… dreading the sound. How long had he been sitting in this chair? It didn't matter… It would come again, he was sure of it. It was coming. Any second now…

"That's enough," she said, making him jump. Relief coursed through him. Finally. Peter all but ran from the room when Angela opened the door. She caught him by the wrist at the entrance.

"I have to stay here and finish up some work. Wear this," she handed him a small silver bracelet. "It's to monitor your stats. Don't take it off, ever. It's waterproof." It clipped on and hugged his wrist tightly.

"You're free to go, Peter. We need to run more tests on Monday, ok?"

He didn't ever want to come here again, but Peter knew that wouldn't go over well. He simply nodded and left, heading to Stark Tower. It was only slightly surprising how much time had passed. It was 3:00pm now, about the time he usually worked with Mr. Stark.

Peter found somewhere to change and swung away, trying to ignore the low rumble in his aching stomach.

A/N: Thanks for reading! This chapter was a paiiiin to write. Again, please let me know if any of it didn't make sense, and I'll be sure to revise.

REVIEWS:

xSapphirexRosesxFanx: Hehe, there you go! I hope that made sense. Let me know if you have any questions regarding it.

anycytophilian: Thank you! I hope I didn't disappoint!

Belbelanne: Your reviews always make me laugh XD

Hawkeyes Gal: She's one of my favorites too! I love her and have been dying to add her in to my story. So… here you go!

Thanks again and see you all next time! Also, P.S., there's more of May to come. I just didn't want you to think I had forgotten about her. ;)

-katilange