AN: Thank you for your continued support! Now we get to find out what happened to Peter!

Peter woke up in a dark and unfamiliar place. He was cold, and uncomfortable… but other than that he felt better than he had felt…well… ever. He felt… strong. He could breathe without that constant tickle that always seemed to plague him, and he felt sharp. He tried to sit up, but something was holding him back, he glanced down and saw thick leather straps wrapped around his chest, legs, and wrists.

"What the fudge?" he asked the empty room, his breath coming a little faster. He quickly glanced around at the concrete walls. He wasn't connected to any wires. He couldn't remember the last time that had happened. So… he wasn't in a hospital, he knew hospitals, and this wasn't a hospital. If he had to bet, he would say it was a kind of cell. Like in the movies when the good guys were taken hostage.

"Okay, Peter," he comforted himself. Trying to take deep breaths, knowing panicking wasn't going to help anything. "It's okay, what's the last thing you remember?"

He remembered his mom and dad checking him out of the hospital. He remembered the doctors and nurses getting upset, almost angry, but he was so tired and weak he barely remembered. His parents didn't take him home though, instead they took him to their work. He thought that was weird. There were lights, and needles, and tubes and… a spider? That couldn't be right.

Peter shook his head, everything was too fuzzy. The last thing he remembered is that he had been with his parents. Where were they now? Why was he tied up? Why wasn't he sick? Who was going to answer all these questions?

The door to his cell opened and a man in a lab coat stepped in. "Hello, Peter."

Peter swallowed. "W-where are my mom and dad?" he asked.

"I'm Dr. Stromm," the man said, ignoring Peter's question. "How are you feeling?"

"Um…" Peter started cautiously. "Weird… But… good?"

The man smiled. "That's good. You were so weak when your parents brought you in, we weren't sure if you would be able to handle the transformation."

"Where are my mom and dad?" Peter asked again. "Why am I tied up?" Peter felt like he was very close to panicking again. He didn't know this man, his parents had never introduced them, and now he was tied up and powerless in an empty room with him. Everything in him was screaming to get out, he had never felt a feeling like this before.

"Don't worry about them," the man assured. "Now I'm just going to take some of your blood for testing." Too many times they had run tests. He didn't want it, not now when he was feeling so good. He only wanted his mom and dad. His skin crawled, every sense in his head was shouting that he was in danger. He began to squirm as the man got closer, and as he reached for Peter's arm, the brace on his wrist snapped.

Suddenly he was holding the man's wrist in his hand, tightly. He snapped the other brace and sat up, breaking the leather strap across his chest.

The man cried out as Peter grabbed his wrist. "I said, where are my mom and dad?" Peter shouted out. Surprised at the turn of events and his strength, but also determined to protect himself. The man fell to his knees and Peter kept squeezing until he felt something snap under his fingers.

Surprised and disgusted he dropped the man's hand and he crumpled the rest of the way to the ground as he screamed in pain. "I'm sorry…" Peter whispered out, horrified that he had done that… that he had even been able to do that, tears burned his eyes. "I just want to know where my parents are."

"You filthy child, your parents are dead!" he shouted. Peter's breath caught in his throat, but he couldn't focus on that information. "Guard!"

Another man, this one with security clothing and a taser, stepped into the room.

"Tie him up again!" the scientist shouted still clutching his wrist.

Peter's eyes were bouncing between the two men uncertainly, but when the security guard got closer, Peter's body acted on its own. He reached down and pulled at the straps tying his ankles, they snapped easily. Then he ducked under the man's outreached hands and somersaulted towards the door. Seeing he could escape he ran through the maze of hallways.

"After him!" he heard the scientist shout at the same time the guard began speaking over his walkie talkie. Another guard stepped around the corner and lifted his gun, not a taser this time. Peter nearly froze, but when he heard the gunshot he suddenly found he was looking at the guard upside down.

They both stopped, puzzled for a moment. Peter looked down (wait, up?) at his hands and feet sticking to the ceiling. "Woah… cool," Peter couldn't help himself.

"What the…?" the guard said before pointing his gun again at Peter. Peter's hands released the ceiling causing his body to swing backwards. Bullets hitting the concrete where his head had been moments earlier. He ran along the length of the ceiling (he was running on the ceiling!) before doing a handstand on the guard's shoulders and pushing him to the ground. The man's head cracked into the cement, knocking him unconscious, but Peter flipped (yes, flipped!) and landed on his feet.

Peter followed the sound of constant honking that was familiar to Queens, but the sounds were a lot farther away than he thought. Finally finding the stairs he ran up three stairwells before bursting into a room with windows. It was so blinding he could barely see where he was going, and the sounds were now a cacophony, but he didn't stop. He had to get away. He was in a lobby of some kind, and soon he burst through the glass doors and onto the pavement.

Peter ran down the streets, people dodged out of his way. He had never been able to run before, but now he ran for several blocks, letting his subconscious lead the way. Finally, he stopped, placing his hands on his knees. His feet were still bare, but they didn't hurt. His lungs ached, but in a good way. He straightened up and looked around. He knew where he was, not far from his mom and dad's apartment. Glancing around and not seeing anyone chasing him, he took on a slower pace.

His bare feet and white scrubs drew other people's attention but no one dared stop his frantic race.

The apartment wasn't home. The house his parents had owned before he got sick was a little further outside the city, but they had bought the apartment to be closer to the hospital. He found the hidden key easily enough and slipped inside.

"Mom?" he called. "Dad?" He froze as he looked around the apartment. Someone had ransacked the whole place. Papers lay all over, a potted plant was knocked down, dirt scattered on the carpet. Picture frames were crooked on the walls. The man had said his parents were dead. Was that true?

"Peter?" A deep familiar voice called hesitantly. It wasn't his dad though.

"Uncle Ben?" Peter asked.

Uncle Ben came out of the master bedroom. His eyes were red and swollen and he looked like he had just seen a ghost.

"Peter…" Ben stepped close to Peter and wrapped him tightly in his arms. Peter held onto him, tears pouring down his face as he finally felt safe for the first time since waking up.

"They said you were dead," Ben said pulling back and brushing a thumb across Peter's cheek. He frowned. "You look different…"

"Uncle Ben they did something to me and I got super strong and I was standing on the ceiling and someone shot a gun at me and I got away and then I just ran and ran until I got here, but they're going to come look for me and they're going to take me and run tests on me and I'm so scared!"

"Shhh, Peter" Ben calmed as his nephew collapsed into his arms sobbing.

"They said mom and dad were dead," Peter sobbed.

He felt Uncle Ben's arms tighten. His sobs quieted.

"They are… " Peter said pulling away. "Aren't they?"

Ben nodded reluctantly. "I was in the car behind them. I saw the whole thing. I'm sorry, Peter."

Peter was strangely calm at the news. He wasn't sure if he was going into shock or if he had just exhausted all of his emotions. "Uncle Ben, we have to go," Peter urged. "They're coming for me. They know I would come here looking for my parents."

"Who?" Ben asked. He motioned to Peter's body.

"Oscorp."

The color drained from Ben's face. He gave a curt nod and then pulled Peter into his room.

"They're probably the same ones that ransacked this place. Start packing your clothes, I'll try to gather up anything else that's important, that they may have left behind. Only pack what's important," he urged.

Peter grabbed his school backpack. They had been hopeful that he would get to use it this year, but he had only gone to school a few days before his weakened immune system had caught a bug he couldn't shake and it had been all downhill from there. He started stuffing clothes into it, along with a few memorabilia, mostly a few pictures.

Finally he stripped off the white scrubs in favor of his own clothes, but stopped when he caught his reflection in the full length mirror. He didn't even recognize himself. Not only was he completely ripped, but the very color of his skin had changed. He rubbed a hand across his no longer gaunt face, letting a finger trace across his pink lips. Finally he ran his hand through the peach fuzz hair now growing on his head. It was amazing Uncle Ben had recognized him at all.

What had they done to him? He stuck to walls, he could run really fast, he could break a man's bones with his bare hands, he dodged bullets, could hear things far away, he wasn't just healed… he was enhanced.

Shaking himself from his reverie, he pulled on fresh clothes.

"Peter, you almost finished?" His uncle called.

"Yeah, coming out!" Peter called. As he stepped towards the door something crunched under his foot. Looking down he saw the Lego Quinjet Mr. Stark had given him as a kid. Bending over he brushed the broken pieces aside, the tiny Iron Man sat there, still holding Cap's shield and Thor's hammer. Peter smiled sadly before picking up the figurine and stuffing it in his pocket.

Ben looped an arm around his shoulders and urged him towards the door. Peter gave the apartment one last look. The last home he had known, other than the hospital, yet it had never really been home. He stepped outside and Ben shut the door behind them.

AN: I have the next chapter written, but the one after that I'm a bit stuck on. I know of a few things that need to happen before the end, but the filler parts are what is getting me and explanations. There are things you guys need to know, but it's hard to write that without it being too boring, or just a filler chapter, which I'm trying to avoid. Anyway, reviews will help!

Stay healthy! Stay safe!

God bless!