He looked at the much older kids, who looked like they where in high school walk around with their tour guide. One of them caught his eye though. She had dark red hair and sparkling blue eyes that made him shiver. As he followed them, with no one noticing him yet, he listened in to their conversation.

"Why don't you just leave him alone flash?" The red haired girl said, annoyed, putting a friendly hand on a dark haired boys shoulder. "Or what? What if we don't leave him alone?" A blonde haired boy said cockily, grinned lecherously at the girl.

"Or his father will fire your father!" Yet another person from the peanut gallery spoke, laughing. The conversation would have continued longer, if the tour guide, which looked to be a teacher and if his ID card was any indication, his name was Doctor Conners, interrupted them and told them all to move on, before his eyes landed on the child's timid ones.

"And what are you doing here little one?" His skin was tan, and his head was clean shaved, giving the kid the urge to squint or get some shades. "I-I just wanted to see the exhibit… is all." He kicked imaginary rocks, looking at the ground. "Well you shouldn't go anywhere without your parents. They'll be worried sick about you won't they?" He asked, kneeling down.

The boy's heart stopped for a split second, hating having what he never had, mentioned. It wasn't that he cared, since he never knew them, but it was still a sore spot for the poor boy. Still, not wanting to be pitied, he quickly made up a lie to cover.

"Yeah. You're right mister! I'm sorry." He nodded, grinning happily, but the Doctor Conners just chuckled and shook his head. "Stay outta trouble kid." His eyes flashed a golden yellow, like a lizard's, and he laughed at the boy's shocked expression. "No way!" He whispered as Conners walked away. "I think that was the lizard!"

Unknown to him, the two high school kids were watching him. The girl said he was adorable, with his brownish black hair over his eyes and his clothes that were obviously to big for him all wrinkled. The guy however had an inquisitive look on his face, which didn't go unnoticed.

"What's wrong Harry?" She asked.

"Nothing MJ. The kid over there just reminds me of a friend of mine when he was a kid, ya know?" She nodded, seeing how that coincidence could make you think. "What's your friend's name Harry?" He started walking away with her in tow.

"Ben Reilly."

As the group of students walked away, the boy focused on the spiders once again. And was shocked to find them all crowding against the glass, as if to get closer to him. He always liked the creatures. They worked together, they worked alone. They protected and the offended as well. It was like a never ending battle of polarity with them. They were warriors in their own right as well as predators of the worst kind. Agile, fast, strong, and solitary amongst others. He just felt like he belonged with them somehow.

It wasn't hard to believe that in all of his musings, he didn't notice a red, black and blue spider, along with some black goop, racing down towards him from the ceiling.

Peter Parker, the 5 year old child from the slums of Queens, New York, was just about to have his life changed forever.