Bitten by a radioactive spider, high school student Peter Parker gained the proportionate strength, speed, agility, equilibrium, and early warning danger sense of that irradiated arachnid. Hoping to use his powers for personal gain, Peter sought to make money as pro wrestler and a TV sensation, but with the death of his beloved Uncle Ben, a grief stricken Peter learned an invaluable lesson. With great power there must also come great responsibility. Armed with his wondrous web shooters Peter struggles with this lesson. Trying to balance an ordinary life with a day job and still divide time to be with his wife and to protect his fellow man. Due to the events regarding his personal life, Peter has given up the role to the one true Peter Parker whom goes by the moniker Ben Reilly. This is the story of The Amazing Spider-Man!
"Changes Part 1 of 3"
Three long years. Three long years since the world's greatest heroes were lost to a menace that was too strong for any single hero or team to defeat. And in that time the world has never been the same again. Crime had reached new heights as the criminals had become more daring in their escapades. Police were overwhelmed in trying to maintain the peace. The economy was forced to change to encompass the losses in Onslaught's attack. Many companies had to rethink their positions and adapt to the world wide changes. At the forefront like always was Stark Enterprises surprisingly led by the feisty Virginia "Pepper" Pots-Hogan. Pepper had grown a lot in the past three years. No longer the shy, young woman who wistfully dreamed of the romantic advances of her boss. She now stood today as a businesswoman whose incredible cunning, great organizational skills, and grit has staved off the various attempted acquisitions by some of Stark Enterprises most feared rivals. Her determination and vision had put Stark Enterprises in a new light in the world. They now had their hand in almost every aspect of technological research, project development, and weapons development. She was so scarred by the death of the man she loved for so long that Pepper vowed it would never happen again -- to anyone. Her first decision once she convinced James Rhodes to step down as CEO and let her assume control was to reopen the weapons development lab in the east wing of the Stark Enterprises complex. Her second decision was to reactivate Iron Man as the figure head of Stark Enterprises. To do this she hired the most brilliant minds working today to reverse-engineer the advanced armor that Stark himself created and build a new prototype. Her third decision was to implement a recruitment drive for the best and brightest pilots for said armor. Her fourth decision was to recapitalize to cover their losses and expand their company's reach. However, not everyone was happy with what she had done. James left the company in protest because Pepper never told him of her plans, which she knew would go against everything Stark had believed in, but she truly believed it was the best decision. Harold "Happy" Hogan, her ex-husband was disgusted that Pepper would betray Stark's memory by putting the company back in the business that he had long abandoned. Because of her decisions they were unable to reconcile and he moved away. But, Stark Enterprises and the friends of Anthony Stark weren't the only ones affected by Onslaught. Poor Benjamin Reilly the man who in every sense of the word was Peter Parker had lost his job at the Daily Grind due to the redevelopment deal that was put into effect by the Governor. The deal saw the reconstruction of New York and the sale of many properties. Only the Daily Bugle and seven other businesses still maintained their land and buildings. Ben had briefly considered going back to work for the Daily Bugle, but it was too risky. He didn't know the people as well as Peter had got to know them and his resemblance to his clone would have people asking too many questions. Another idea was to go to work for the Daily Bugle's new rival. The Brooklyn Herald, which was what he ultimately set upon and now a year and a half later he had a new apartment, stable income, and some new threads. Scaling up the closest skyscraper to the Herald, Ben sported a black costume that resembled the one his clone had worn down to the tiniest of details. The reason for the change reflected his emotional state. Despite the upswing in his luck. He was depressed. In the five years prior to Onslaught he had believed that he was a clone and lived a hellish life that he wouldn't wish upon anyone. Not knowing all this time that he was the one true Peter Parker and that his friends, family, and former lovers had moved on. He had yet to make friends with any of his fellow staff members. He did however suspect that Jessica Jones, the head investigative reporter for the Brooklyn Herald whom he occasionally partnered with had liked him to a degree, but he was reluctant at this time to see if she liked him anymore then that or if she already had some one special. Upon reaching the top, Ben looked at the city below. There were still areas that had yet to be fully repaired, but just seeing the city still thriving meant more to him then having love or friends. His spider-sense went off so abruptly and intensely that he thought his head was going to explode. He looked around in every which direction for signs of danger when he saw smoke that billowed from Times Square. Leaping into action, Ben smiled at the prospect of venting his frustrations on some hapless hoods or some third rate super-villain. To his disappointment he saw the Rhino toss a car into a nearby building followed by a running charge into the oncoming police cars. Each car was hit with such force that the officers were knocked unconscious. Rhino smiled at the sight of destruction until he felt a tap on his shoulder and turned around to see a familiar person dressed in black hanging upside down.
"Hey chuckles remember me?" Spider-Man said, almost smiling at the sight of Rhino's shock. "What's a matter forget me already after all we have been through?"
"Your dead! The papers said all of the heroes were killed by Onslaught! YOU can't be here!" Rhino replied, backing away from Spider-Man.
"Really? I'm dead? Oh my god why didn't some one tell me? I would have prepared a funeral," Spider-Man said mockingly before he pinched himself. "Wait a minute I felt that so I must be alive. What do you know?"
Rhino's shocked expression changed to one of deviousness. "This is perfect because now I will have the opportunity to kill you myself wall-crawler."
"Well," Spider-Man responded, dropping to the street. "Have at me then."
Rhino barreled ahead with his horn aimed at the web-slinger's heart, but in flash of movement Spider-Man got out of the way and Rhino ran straight into an bus that had been abandoned once the passengers saw the beginning of Rhino's rampage. Those said passengers had gathered on the sidewalks watching as Spider-Man dodged and weaved between the Rhino's clumsy punches. Ducking beneath the Rhino's legs Spider-Man kicked him in the ass sending him flying straight into the side of the building three stories up. When Rhino landed he left a large, body sized crater. Spider-Man swung over to the spot and socked the Rhino just as he started to rise. He hit Rhino again just for good measure so that Code Blue could do it's job. Then took a brief moment to wave to the crowd whom seemed unsure of how to react to him before he took his leave. Mary Jane bit on the eraser at the end of her pencil. She was distracted by the work in front of her and the sounds of little May playing. It was so wonderful that May was returned to them thanks to the efforts of Kaine who seemed to be focused on changing his ways during these past three years. Because of his apparently selfless act she and Peter were able to watch the young sprite grow up to be a healthy girl. Though, one thought that crossed their minds was whether May would develop any powers due to Peter's d.n.a.? Or would she suffer from clone degeneration? Another thought was who had told the nurse to tell them that May was stillborn? It was a most puzzling situation one that both Peter and MJ had let slide so they could raise their daughter in earnest. Ben would come by now and then to visit them Mary Jane was thankful for Ben helping out when Peter and them needed it. Though she had for a time wondered why Ben didn't try to forcefully take her and May back. He was the real Peter after all. She had talked with Kaine whom Peter and Ben couldn't forgive because she figured he would know why being a clone of Ben and because he had watched Ben over the five years prior to the Onslaught event. Kaine had told her of the mental differences between Peter and Ben from his observations of both. Ben had regressed back to the shy and sometimes reclusive loner while Peter not only became more confident, but he had a slew of friends thanks to his time spent as the assumed real Peter. MJ had to admit it that it made sense in a way for her Peter, but not for Ben. She had some knowledge of what Kaine had done, but Ben wasn't one to talk about private matters while Peter was the opposite if only to close family. Even though she didn't completely trust Kaine yet, she was willing to do what Peter and Ben couldn't do. That was giving Kaine a second chance by forgiving him since he had saved May and he had the potential in his genes to be as good-natured as Peter and Ben. Peter walked in wearing a brown and black stripped dress shirt with a black T-shirt underneath, black denim jeans, and a worn pair of black tennis shoes. He kissed MJ on the cheek and then walked over and picked up May. As he cuddled his daughter he looked at MJ who seemed lost in thought.
"Has Ben been by?" Peter asked, wondering what his so-called brother was up to.
"Nope, he called about ten minutes ago saying that Wizard and the Dorkful Four were trying to rob the gold reserve so he might be late," MJ replied, her concentration focused on her work. After a moment a thought popped into her head and despite her grievances she had to know the answer to the question forming in her mind. "Peter, honey, have you ever wondered how things could have been different?"
"What do you mean?" Peter said, wondering where MJ was going.
"What... would you have done if Ben had decided to fight for me and May?" Mary Jane responded. Her heart sank when she saw his expression become somber.
"Why ask me this? Why now?" Peter ventured with a hint of anger in his voice. "You know more then anyone what I have been through MJ. I-I got my parents back only to lose them again. I watched Aunt May die and I nearly lost my sanity when I had found out that my life was a lie and that I could lose everything."
"I'm so stupid. I don't know why I did that," MJ said, feeling like a heel for bringing it up. "I just...wondered what could have happened because it's all still so fresh in my mind."
Peter looked away from MJ, his face expressing the pain of what could have happened. "I honestly don't know what I could've -- would've done to keep you and May. I suggest that we don't talk about this again and be thankful for what we have."
MJ went over to Peter and kissed him and hugged him whispering her apologies. The door opened and Ben saw the two together with May in Peter's arms. Deep down there was a feeling of unease between the three and that unease made Ben want to leave. So he started to head back out when he heard Peter call him back inside.
"Ben, get back in here," Peter said, a welcoming smile replacing the pained look on his face.
Ben felt like they were keeping something from him and that made him wonder if he had done something to offend them or if it was something else entirely. As they all sat down for dinner, Ben felt a bit uncomfortable because of that notion. He did his best to hide what he was feeling from MJ and Peter who were engaged in conversation. Sitting beside him was his niece who threw a toy at him, which he caught thanks to his reflexes. He gave it back to her and she held out her arms for him to pick her up. Ben did so and for a moment everything in his life seemed right. He was unaware of the foreboding looks he was receiving from Peter. MJ grasped Peter's hand and motioned for Peter to step out of the dining room so they could talk about it. Ben didn't even notice them leave. He was too wrapped up in his thoughts and enjoying May's company. He wondered what would have happened if Elizabeth Tyne, the woman that he had loved had lived and if they would've had kids. That very thought was what brought him crashing back down and he sat baby May back down in her high chair and took his leave. MJ and Peter came running back into the dining room after hearing May cry for her Uncle Ben and they wondered where he ran off to and if he had sensed the feelings of anxiety that had been brought back to the fore. Ben was long away from Queens by then and swinging high into the black sky with a chill wind blowing behind him. His thoughts drifted from the uncertainty about his decisions to come back to New York. To the thoughts of the woman he had loved. The one whom Kaine killed to get back at him for being the true Peter Parker. Ben landed on a balcony over looking the city and he wondered what direction was he supposed to take his life. The hard hand that been dealt him left him feeling there was no future for him at times. Yet, for whatever reason he continued on. His only solace was swinging amongst the skyscrapers again and feeling the winds breaking against his body as he performed extremely complicated acrobatics that no normal human gymnast could ever hope to perform. Elsewhere, in another part of the city, a shadowed figure crunched up the latest edition of the Brooklyn Herald, which featured pictures by Benjamin Reilly. His disgusted glance veered from the crumpled up paper to the two hoodlums whose necks were broken at odd angles. A fate that he planned for Benjamin Reilly and those who had caused his downfall. When the sun rose the next morning, Ben was up and had started breakfast after cleaning up and getting dressed. He had put aside the dreary thoughts that had been plaguing him for some time now so he could focus on his latest assignment from the Editor. He set out his plate and placed scrambled eggs, rye toast, bacon, and fried ham on it. After getting a glass of orange juice he sat down and dug in filling up his empty stomach before he would head out. Suddenly, his spider-sense went crazy and the wall behind him exploded forth with Ben using his agility to avoid the debris. Standing in front of the hole was Venom. His tongue lashing back and forth and a wicked cry escaping his mouth.
"We're going to eat your brains, Spider-Fake!" Venom snarled, as he leaped at Ben who barely dodged the swipe of Venom's claws.
Rolling along the ground and dodging the assorted strikes that Venom sent at him, Ben slipped on his web-shooters and flung himself into the air where he shot two impact webs at Venom who was rounding for another attack. The crazed serial killer didn't have time to evade the webbing and ended up covered head to toe. Ben knew it wouldn't hold Venom for long so he went into his room and quickly changed into his costume. When Venom did break free he used his other's ability to sense Parker to sniff out Ben whom shared the same unique bio-chemical signature. The symbiote's senses led Brock to Ben's bedroom where he plowed right through the door only to get caught in a webbing net. Venom growled as he ripped through the webbing and received an unexpected solid kick to his abdomen that sent him flying onto his back. Spider-Man threw himself at Venom and started raining blows on the sociopath only for the symbiotic mass murderer to slap him aside. Ben rolled with the blow and landed on his feet. The two locked eyes with each other as Venom got to his feet. Ben couldn't understand why of all days Brock decided to attack him now.
"So Brock what brings you in to the neighborhood not that I care," Ben said, his nerves rattled because he hadn't expected an attack on him at his home.
"We've come to rid ourselves of you, Parker, his wife, and that bastard spawn. Once we are finished with you four our lives we can go back to being normal," Venom replied, his large eyes focused more intently on Ben. "Don't bother trying to flee Reilly. We can track you down wherever you go and we will not stop until you are dead!"
"Your life will never be normal Brock. You did this all to yourself!" Spider-Man snapped back at Venom. An incredulous look formed on Venom's face at the nerve of Spider-Man. He launched himself at the web-slinger bent on destroying the man behind the mask for his so-called crimes.
Upon tackling Spider-Man, the two went through the wall on the left side of Ben's apartment and barreled all the way through to the other side of the building where they were sent hurtling toward the street below. Both of them fired web-lines to save themselves and they both swung to the next building over. Spider-Man landed first and sprung onto his hands sending his feet flying back at Venom who had redirected his path in order to perform an aerial pounce on the web-spinner. Both of Spider-Man's feet connected squarely with Venom's jaw sending him rocketing toward the edge of the roof. However, Venom stopped himself with tendrils of his living costume latching onto the surface of the roof and depositing him gently on his feet. The two mortal enemies stood distanced from each other by the expanse of the roof. If there was any doubts as to how far Ben thought Venom would go, they were shattered when Brock used suit tendrils to rip a large water tower from it's supports and send it directly at an unaware couple who was walking the sidewalk. Ben fired two whole web cartridges in the process to stop the water tower and ease it to the street below away from the couple. Brock took this moment to make a sneak attack, which Ben couldn't react fast enough to avoid. A solid right cross from Venom struck Spider-Man in the jaw so hard that he was unconscious before hitting the roof of the adjacent building from the one they were on. Venom laughed at his short victory then jumped over to the other roof and carted Spider-Man off. Not more then an hour later, Peter and MJ were watching the news in the living room of their house in Queens when a late breaking report replaced the news coverage of the political race between the current president and his opponents.
"This is Kimberly Wong with ABC news," The anchor woman said. "We just received eyewitness reports that the vigilante Spider-Man was defeated by the deranged Venom monster and kidnaped. We here at ABC are trying to get all the available details so stay tuned as we continue this late-breaking story."
Peter shut the television off immediately while MJ had already started packing their things because they knew where Venom would be heading next. He went into their bedroom to get a device that Reed Richards had given him long ago to use against Venom in case that something happened to Reed or if Peter and his family were in extreme danger. It was a sonic grenade specifically designed to destroy Brock and the symbiote. Peter had never used it before because he didn't believe in taking another's life and at the time he had his spider-powers to aid his keen intellect in defeating Venom. But now, his family was in grave danger as Ben was out of action and Brock was sure to be coming after them. Peter turned to his wife who saw the sonic grenade and she rubbed May's back as she rushed off to get the car started. Peter grabbed his Spider-Man uniform that he had given to Ben only for his surrogate brother to return it and brought it with him. Once Peter got inside the car the front end lurched forward and Venom appeared with his suit tentacles holding Ben up in the air.
"Going somewhere Mr. and Mrs. Parker," Venom laughed. Before Peter could utilize the sonic grenade the symbiote's tentacles engulfed both of them and rendered them unconscious. By the time the police were called and had arrived Little May was alone, awake and crying her heart out.