A/N I know the last chapter was rather short but that just seemed the point to cut it at. This chapter is a little longer. It may take just a little bit before the X-men appear in this fic. They will appear when it is time.

Ben Reilly: The Uncanny Scarlet Spider

Chapter Two: Paying it forward...

As one could imagine, reaching Bayville was the easy part. With no money and no background it was going to be a hard scramble time. No food, no shelter, and a face that if anyone did recognize it would bring questions and trouble that neither he nor Peter Parker needed. He needed work. The kind that paid in cash and didn't ask too many questions. It would have been so easy to use his skills to obtain the money he needed but that simply was not an option. Luckily there were plenty of day labor jobs that could be had if one looked for them. Ditch digging might not be glamorous or make one rich but it beat scrounging through the trash behind markets and restaurants for enough scraps to eat and he could use the money after food for some essential supplies. It wasn't as if he needed the money for a date afterall.

At the end of that first back breaking day, the foreman; a solid, broad shouldered man in his fifties, approached him with a smile. "You did good out there today kid." He handed over his pay. "So you plan on sticking around?"

"Maybe. Not like I have anywhere else I have to be. I think I'll see what turns up here."

The foreman looked at him quizzically. "Well, if you want the work, be here tomorrow at eight thirty.''

"Eight thirty... Right..." He said as the foreman frowned noticing the kid wasn't wearing a watch.

"Kid... " The foreman sighed. "Come on... We need to get you a few things. And Hannah's making pot roast. When's the last time you had a decent meal son?"

"Too long..." He admitted. "Sir... I don't want to be an inconvenience."

"The workday is officially over so you can stop with the sir. The name is William Brown. You can call me Mr. Brown. And I did thirty years in the Navy and no one ever called me 'sir' then either. Cause I did exactly what you an me were doin' today. I worked for a living son. As for an inconvenience... Hell! Let's say that I owe someone out there and I don't expect I'll get the chance to pay 'im back so I'm paying it forward.

"Now when I introduce you to my wife I gotta call you something other than 'Kid' So what do I call you?"

"Ben... Ben Reilly."

"Nice to meet you Ben Reilly.'' Brown pointed to an old Plymouth Roadrunner that had lovingly been restored and maintained by its current owner. "Get in Ben and buckle up." He grinned as the old car was his only real vice. "I've been known to have a heavy foot when I'm in a good mood and today has been pretty good."

Ben got in and fastened his seat-belt.

Will got a gleam in his eyes as he turned the ignition and the old car roared to life. "Houston we are go!"

Watching from across the street, Seward Trainer frowned. This could make his job harder. Still there was nothing to be done about it but roll with it. He needed to find a motel. It looked like he was going to be there a while.

First stop for Will and Ben was the local 'S' mart where Ben picked up a watch and some clean socks and underwear and some detergent. He also picked up some hair dye, a shaving kit, and a comb and scissors. He also picked up a loaf of bread and some cold cuts.

"Hair dye Ben?" Brown asked with interest. "You haven't been on 'America's Most Wanted' have you?" He said jokingly.

"No... not that I know of... But a little while ago I ran into a bad case of mistaken identity. I don't know what that other me did but somebody is pretty mad at him... That's when I got my watch and wallet taken." He added. "I'm kinda hoping to avoid repeating that particular day if I can help it."

"Can't say I blame you. Same thing almost happened to my son."

"Oh? What happened? Uh... If it isn't prying too much..."

"Nah..." Will waved it off. "My son John is a lot smarter in the head than his old man see... So he's a student at ESU in New York. Well he's a good boy and way smarter than me in the books but he's not exactly street smart. Last fall he took his girlfriend out on a date and this guy came up and asked for a couple of dollars. John pulled out his wallet and next thing you know the fella pulled out a knife.. So did his two friends see... Now at his age I coulda beat the crap outta all three of 'em but I taught my son to think out his problems. Muscle only gets you so far.. So he never became what you would call a fighter. He tosses down his wallet to show he ain't gonna give them no trouble and then one of the guys grabs at his girlfriend. Now I always taught my son to respect women and so he takes exception and steps between her and the guy. So the fella comes at him with the knife and 'Bam!' This Spiderman guy they keep showing in the papers shows up and it's over in thirty seconds. All three of the creeps are out cold and trussed like Christmas Turkeys and I still have my son.

"That's one of the reasons I'm doing this Ben. Everyday we see things we know aren't right and we let them go 'cause it ain't our problem and someone else 'll take care of it. 'Cept because someone decided it was his problem that I didn't lose a son that night. I'll never be able to repay that but I owe him now and My father taught me always to pay my obligations and this is where I start paying a little of that debt."

Ben listened with rapt interest. "Why do you think he does it?"

"Hmmm?"

"Spider-man... Why do you think he does what he does? Seems like he gets a lot of grief for all his troubles."

"Well..." The older man paused as he inspected a Lily that he was going to get his wife. "I 'spect it's because he knows what it's like to be the victim. Who knows? ... But I'd bet money on it. He's been where you are now. Life punched him square in the gut and this is his answer."

"I thought you said you weren't much of a book learner professor...?" Reilly teased fondly.

"I'm not but my wife reads. I may have picked up a book or two when I wasn't getting up to my elbows in grease... Some interesting stuff even for an old gear head like me. Now let's get going... We'll stop over at the value shack and find you some more clothes and then the best meal you had in a 'coons age.''

To Be Continued...

So... Comments? Suggestions? Please Review.