Enjoy, this is the longest chapter yet!

Ben woke up from his deep sleep and lay in his bed as he thought through the events of the previous night. He felt great, the strength running through his veins, giving him a sense of power he had never felt before as a scrawny child. He moved the duvet down to reveal his very toned torso, his abdominal muscles, clearly visible and very defined. From what he could remember, his transformation had been painful and terrifying, the rest, he had blacked out.

Questions where racing through his head about why he had only just got his powers and how long had his dad been hiding his secret identity?

There was a knock on his bedroom door as it started to open. He threw his duvet back over himself and waited for the door to open fully to see which of his parents were about to walk in.

"Hey sweetheart, how are you doing?" Mary-Jane asked, as she walked in carrying a breakfast tray laden with Ben's favourite breakfast treats.

"Just trying to get over what happened last night," Ben replied.

"I think that all though your dad and I knew we would have to tell you one day, we didn't expect it to happen quite like that. I just hope we didn't freak out the Kents," Mary-Jane said as she sat on the end of Ben's bed, passing him the tray.

"Thanks. I think they may be used to it with Jason having powers. I have to say, it is pretty cool having Spiderman as a dad."

"That was one of the reasons that really attracted me to him," Mary-Jane said. "He was always so secretive as a teenager and mysterious, turning up late and disappearing whenever trouble turned up. When he told me I was really excited to be dating a superhero, but I couldn't tell anyone, not even Aunt May knew before me. You need to be sure that you are ready to take on this mantel, sure that you can have a secret identity that no one but the people you sincerely trust, can know."

Ben thought for a moment at his mother's points, weighing the pros and cons of being a superhero.

"If Jason and Wally can do it, then I can as well. They said they will help me."

"That is true, as long as you are sure, I think your father wanted to wait a bit longer for you to get your powers and then ultimately use them. After all he went through, he thinks it is best to start as an adult. A teenager is a bit young for some of the horrors that he faced."

"I will be fine, as the Doctor said, I have stronger powers than dad, I will be able to look after myself."

Mary-Jane smiled inside with pride at her son's bravery and willingness. Deep down she was scared for him, worried that he might be badly hurt or even killed, but there was a glimmer of hope and joy at his acceptance of what could happen.

Mary-Jane stood up to leave and rested her hand on Ben's muscular arm.

"We will always support you in whatever choice you make on this matter. You don't have to become a superhero if you don't want to, but it would be best to go and have Jason and Wally help you learn your powers and build up control of them."

"Thanks mum," Ben said.

Mary-Jane smiled, turned and walked out of his room, leaving Ben to eat his breakfast and get changed.

After Ben had finished the last of his food, he placed the tray down on the floor next to his bed and swung himself out from under his duvet and placed his feet on the carpet. He stood and walked over to his desk, where last night he had left the 'bigger on the inside' box that the Doctor had given him. He had placed the loose costume inside of it to keep it safe and pulled it out to have another look. As he did so, something fell to the floor. An envelope that he hadn't seen the previous night. He picked it up and sat down on his desk chair, before opening it up. Inside there was a letter addressed to him.

The letter read:-

Dear Ben,

I have already given you your costume and talked briefly about your powers, but now I want to explain a little more about what your suit can do.

The suits are designed to be as indisputable as possible, with a few exceptions, which I won't list here, they are not relevant. They are of a symbiotic level, meaning they are able to interact with you at a mental level. They are essentially alive, so be nice to them. They are designed to be worn as your regular clothes, because they are able to morph at will into any other clothing that you want. You simply have to put on the suit and then think of what you want to wear and it will become that.

There are also some hidden features, but as with Jason and Wally, I leave you to find them out as some will revel themselves when you need them. The last thing to tell you is that the suit will help keep your powers from going out of control. You are more powerful than your dad and there may be a problem with your powers going out of control. This will endeavour to stop that from happening.

Enjoy your new powers and remember a great man once said "With great power, come great responsibility."

The Doctor

Ben read the words over and over, absorbing the information and tried to contain his excitement at what the suit had to offer. He pulled the suit towards him and felt the lovely texture of the material. Even though he had not yet tried it on, it already felt as thought it would be very comfortable. With that thought in his head, he thought it would be a good idea to try it on and see if it would be a good fit. He began to pull the costume on, adjusting it to fit the new contours of his body. It was certainly tight and felt very nice against his skin. He was reminded of an episode of the Simpsons where Ned was wearing a skin tight suit and said it felt like he was wearing 'nothing at all'. He managed to zip it up and the last piece was the mask.

He moved in front of a large mirror that sat on the back of his bedroom door and looked at himself. He could bot believe that the person looking back at him was himself. Never before had be thought he would be wearing such a revealing suit. He pulled the mask over his face and tucked it in to the neck of the suit. As he finished, a line of white light appeared all around his neck and the mask seemed to melt into the suit to become one complete piece. The zip had also seemed to melt away. How was he going to get out of the suit? Was he stuck in it?

He tried to calm down and imagined the suit having a zip and suddenly one appeared. He remembered what the Doctor had written in the letter, that the suit responded to his mental thoughts.

"Cool," Ben said out loud.

There was a knock at the door and it opened.

"Ben I have a little gift for you, I have been saving it for now, but I suppose it is probably not necessary now," Peter explained as he walked through the door.

He stopped in his tracks as he saw his son standing in the middle of the room dressed in the suit that the Doctor had given him.

"Oh," Peter deflated. His hands dropped to his side and Ben saw that he was carrying a copy of his own Spiderman suit.

"Dad, it is great, I would love to have that suit as well, I could use that one when we go out together."

Peter's face lit up slightly. He handed Ben the suit and they both went and sat on the bed. Ben imagined the mask being free and pulled it off, placing it next to him.

"How does it feel?" Peter asked.

"Powerful," Ben replied.

"Yes, that was a feeling I had. I became Spiderman after Uncle Ben had died in an attempt to get revenge against his killer. Before that, I used my powers to try and get money in a wrestling competition. I used my powers for self gain, but I soon learnt that that was not what I should be doing. I was given these powers to help others and stop bad people from hurting not only the people I loved, but anyone who got in their way. You now have the same responsibilities and choices. You can choose to do nothing and never use your abilities, you can go and use them for self gain or to help those less fortunate than yourself. Choose wisely. Uncle Ben always used to say, "With great power, comes great responsibility." I have never forgotten those words and always think of them every day."

Ben suddenly realised that he had seen those words in the letter that the Doctor had written. He had been to see Uncle Ben. He wondered what they had talked about.

Ben picked up the suit his father had brought in and looked at it.

"You wore this didn't you!" he said.

"This was mine for a brief time, it was one of the least used suits as I grew a lot one year."

"Thanks dad," Ben leaned over and hugged Peter.

Peter stood up and left Ben sitting on the bed as he thought of what was to come and the legacy he was now part of.

He heard the front door close and his mum called up the stairs.

"Ben, you have two visitors!" Mary-Jane called up. She quietened her voice as she spoke to the visitors. "Go straight upstairs, he is in his room."

There were footsteps on the stairs and soon they were standing at Ben's door. Jason and Wally stood there waiting to be invited in.

"Hey, good to see you both, come in," Ben said.

"Looking good in your suit their," Wally said. "How does it feel?"

"Really comfortable," Ben replied.

"Does your suit adapt to become any clothing you want it to?" Jason asked.

"Yeah, it is supposed to, I just haven't tried it yet."

"Just concentrate and think of any style you want and the suit should respond," Jason said.

Ben thought carefully and decided that he wanted a red polo shirt with horizontal yellow stripes going across it, a pair of dark blue jeans and no socks or shoes. As he thought carefully, the suit began to start changing colours and changing feel and style, until he was left with his desired attire.

"Awesome," Ben said as he looked down at what his suit had become. "What if I accidentally start to think about my suit again? Will it turn back when I don't want it to?"

"No, it knows when you are seriously thinking about it needing to change, it stops you revealing your secret identity in public," Wally explained.

"So how are you going to help train me to use my powers?" Ben asked.

"We have a secret base set up where we will test you out," Jason said.

"When are we going there?"

"Today if you want."

"Sure, I will just check with mum and dad."

Ben raced down stairs to speak to his parents. While he was doing that, Wally and Jason had a look around his room. Wally picked up the discarded mask that lay on Ben's bed.

"He got quite a cool suit from the Doctor. Where does he get these from?" Wally asked.

"Well he got mine from my grandparents on Krypton, but I am not sure where yours or Ben's came from."

They heard footsteps on the stairs and Wally dropped the mask back onto the bed. Ben walked back into his room.

"Hey, mum and dad say it is fine, but I need to be back in time for dinner."

"Yeah, we should be back for that," Jason said.

"How are we going to get there?" Ben asked.

"Well Wally can run there and I can fly, but you wouldn't be able to get there using your powers, so you would need to hitch a lift with me if that is ok?"

"If that is the only way of getting there, then I suppose it is ok."

"Ok then, suit up and we will get going."

The three lads stood in Ben's bedroom and almost simultaneously, their clothes began to alter and form in to their costumes until within seconds, they stood their suited and booted. Ben reached over to his bed and picked up his mask, pulling it over his head.

"Cool suits," he said to Jason and Wally. "How are we going to get out unseen?"

"We both move pretty fast, so I hope you have a strong stomach," Jason said.

"Yeah, it takes so e really strong stuff to get me queasy."

"Right we are going to leave through the front door. Wally if you could speed downstairs and open the door and then speed backwards out of sight. Me and Ben will then speed out and you can follow. Is that ok?"

"Sounds good," Wally said.

"Whatever you need to do," Ben said.

The three lads walked down to the hallway and prepared themselves.

"Ben if you jump on my back, that way I can run out and then take off. I hope that is not to awkward for you. I know it is not the most ideal way of doing it."

"Yeah it is a bit strange, but I have faith in you," Ben replied.

"Ok Wally, let's go," Jason said as Ben piggybacked on him.

Wally sped to the door fast as lightning and opened it and a split second later, Jason darted out at speed and took off as he reached the end of the Parker's driveway.

"Hold on tight!" he cried to Ben.

"I am!" Ben cried back.

Back on the ground, Wally darted out, shut the door and sped off following Jason and Ben.

As they left, Mary-Jane and Peter stood at their living room window watching the three teenagers leave and both of them had a small smile and the feeling of pride swelling inside for their son.

"He looks so grown up in that suit," Peter said.

"I never thought this day would come and it has. I am so happy for him," Mary-Jane said.

The Parkers moved away from the window and back to what they were doing before and the lads disappeared into the distance at super human speed.