A/N I am thankful and appreciative for my first reviews! I know some of you are still waiting for some web slinging and mutant mayhem. It will come oh true believer but the spider must walk before he can swing!

Now firstly the official useless disclaimer that notes how I do not own any of these recognizable Marvel properties and this is for fun, no profit here so please no lawsuits..

And now...

Chapter Three: Settling In

''That was an excellent supper Mrs Brown.'' Ben complimented that night.

''Why thank you Ben. Call me Hannah please won't you? Mrs Brown makes me sound like a mature woman. Something I have seldom been accused of.'' She said merrily as she sipped her coffee.

Her husband chuckled. "Mother always told me to watch out for those wild city girls... It took a while but I finally found one." He looked at Ben appraisingly as the young man collected his plate and silverware and took them to the sink and began washing it by hand.

''Someone did a good job raising you Ben.'' The older man commented. "Now let's get you set up for the night."

"Uh...''

William put up a hand to forestall the young man's protest. "Where were you planning on sleeping son? Under an overpass or in some abandoned building? Use your head kid."

Ben paused and then reluctantly nodded. He really didn't want to presume on these peoples' hospitality but Mr. Brown had a good point... Especially as another rainstorm moved into the area. It was currently pouring outside and frankly going out there when he had a choice was just dumb.

"All right but at least I can do some chores while I'm here."

"Fair enough Ben. You know if you are going to stay in Bayville we need to find you a better job than digging ditches and you'll probably appreciate some space of for own... So what does Ben Reilly do for a living...?"

Several Days Later

Ben Reilly smiled to himself as he stood in his new studio apartment. Will Brown was there also helping bring up some donated and salvaged furnishings. He had also cosigned Ben's lease after helping Reilly find work at a local repair shop. It was something he had a natural aptitude for and Ben was also secretly pleased that his job would allow him access to tools and parts that would aid him in his other endeavors. At first; on leaving New York, Reilly had thought that maybe he would put aside the hero business. He wanted his own life now; not just repeat Peter's life in a new town, but William Brown had shown him just how important it was that someone had to care. Someone had to make a difference and even if it wasn't to his ears that Ben Parker had spoke how with great power came great responsibility, it was to hisheart and soul just the same. So as he looked around at his little apartment he smiled in satisfaction. As he looked over at the chemistry set he had managed to purchase, he realized that there was only one other matter.

Ben Reilly could as little be 'Spider-man' as he could go around being Peter Parker. True that there was no escaping the fact they had the same abilities and his tools were still the ones invented by Parker years ago, but he didn't need to have the same look. And as for the gadgets... Well perhaps he just might have an idea or two for making them better. It would be nice to have a trick or two ol' Pete hadn't thought of just yet...

"Thank's for everything Mr. Brown." Ben said in appreciation.

"You're welcome Ben.'' He smiled. "Besides... You did the work. I just helped with the opportunity. Now make the most of it and remember that Hannah expects you over at our place for supper next Friday. And I'll tell you with plenty of experience that I would rather be in a barfight with a squad of drunk marines than to disappoint that woman. The former is also a healthier occupation too.''

"Don't worry. I'll be there."

"I'm not worried Ben. It's your hide she'll skin if you're late."

They both laughed at that knowing he was probably right.

''Oh! One more thing... Hannah says she'll let you have that old Singer of hers if you can get it working."

"Thanks and thank her for me Mr. Brown?"

"Call me Will, Ben.'' He clapped the younger man on the shoulder. "Just remember... Wherever you came from... whatever is in your past son. You have friends and a home in this town now.''

Outside, Seward waited and watched with interest. He just hoped that his employer would be satisfied with just the notes and comings and goings. He didn't want to interfer in this young man's life any more than he could help and at anyrate it seemed as if his original plan to befriend the wandering clone was in the trash heap now. He still hoped to make contact later. He just hoped Bayville stayed quiet. Otherwise it could get dangerous for him very quickly...

To Be Continued...