Peter and Tony arrived at a burger restaurant in Manhattan called Burger Frog. Peter was having a great eating his idol turned mentor even with some of the stares, people recording with the phones and asking for autographs and selfies with Tony, Peter was just glad to hang out with Iron Man.

Tony: hope you don't mind a small burger place? Honestly this place has the best burgers" he chewed his cheeseburger

Peter: oh no, its fine, Mr. Stark" he sipped his smoothie. After spending hours with Tony, Peter learned his Quirk is called Extremis it allowed him to have a direct link to his armors. He learned Pepper had currently retired from being Rescue from an situation with a Tony's former A.I. Jarvis. His best friend Rhodey was away assisting with the Air Force on other matters, even he didn't know about. He was getting to know Tony more and more

Tony: now. Something you know about the teachers in M.A. few are a bit strict, few are a bit crazed, the principle is definitely odd. But they're good heroes" he thought he'd give Peter a little headway for what's to come, but he still hadn't told him about that fleck he saw on the boy's hologram, he wanted to get some more insight on what it could be from other scientists and see it truly becomes something to worry about in the future. Seeing how hard Peter has worked to get this, he didn't want to worry him about it now

Peter: can you tell me what heroes are there?" he was excited to know being a fan

Tony: I wouldn't want to ruin the surprise" Peter sighed but quickly got over it smiling, even he admitted he would surprised to see the heroes he'd be taught by. After spending the evening hanging out, Peter had realized he was late for his curfew, Tony offered to drop him off at his home which he accepted after dropping the boy off, Tony told him to keep up with his training, but try to enjoy the rest of the month to himself for M.A.. Aside from his wrist in slight pain, Peter had a great day, spending time with his idol now mentor, he was going to graduation middle school and enter into M.A., whether Flash liked it or not. Spending the day with Tony, giving him that confidence to try is what he had been to get his whole life, nothing could ruin it, that is until he walked through his door to see an upset Ben standing near the stairway

Peter: Oh hey. Hey, Uncle Ben, I thought you...

Ben: didn't you forget something?

Peter: what?" his phone suddenly ranged

Ben: don't answer that, but I'm glad to know it's working. May!" he called out to upstairs "he's here!" an worried May hurried downstairs, seeing Peter and hugged him tightly

May: oh god" Peter hugged her back "are you okay?" she broke away to look at him

Peter: I'm fine, aunt May

Ben: you owe your aunt an apology bigtime.

Peter: I-I'm sorry, I got distracted with Mr. Stark

Ben: oh, you got distracted with Mr. Stark? He's more important?

Peter: n-no

Ben: your aunt, my wife was worried sick. She was about the police when you weren't answering your phone and past curfew

May: Ben, please

Ben: you are not defending him

May: I'm not

Ben: yes, you are" Peter leaned back against the wall "Listen to me, son"

Peter: yeah, go ahead

Ben: we're happy that you're working with Mr. Stark, we are truly. You're a lot like your father" Peter looked at him, because he hasn't heard anything about his father is years since he lived his aunt and uncle "you are. You remember what I told you 'that with great power must also come great responsibility'. He believed that if you could do good things for other people... you had a moral obligation to do those things. That's what's at stake here. Not choice.

Peter: yeah, that's nice. Great. So where is he?" he looked to Ben

Ben: what?

Peter: where is he? Where's my dad?!" his voice cracked, this shocked his aunt and uncle, Peter had never raised his voice before "he didn't think it was his responsibility to be here to tell me himself?"

Ben: oh, come on, how dare you?

Peter: how dare I?! How dare you?!" he stormed to the door, opening it

Ben: where you going?" Peter had slammed the door behind him, causing the glass to break slightly which shocked his aunt and uncle again not even knowing their nephew was that strong, guessing the training with Mr. Stark was buying off. Peter ran off down the street, his eyes watery

May: Peter?! Peter!" she called out to him, but Peter was too far ahead to hear and too upset to even looking back

Ben: stay here in case he comes back. I'll get him" he went out the door to find his nephew

New York was a big city filled with different types of people, heroes, villains, gangs, the works it can be a dangerous place for a teenager. Ben was walking for Peter, he knew the boy was upset couldn't leave him alone, he knew Peter hasn't had the easiest life growing up, especially knowing the dream he wanted to do was impossible he should've been more encouraging instead of apologizing letting him down, Peter was coming a long way meeting his hero Iron Man and mentoring under him, seeing the excitement he would get when he left the house to see him and the changing he was going through. Peter had always been a honest and trustworthy child, always did his best and the one time he messes up he leashes out at the boy, he needed to find Peter and apologize. As he was looking, he looked down a alley to see a group of men, surrounding a slightly older man

"Where's the money old man?" one of the men asked the elderly man

"Please sir" the elderly man pleaded

"Look its simple you pay Tombstone and Tombstone protects you" the man stepped toward the man

"How else do you think you haven't been robbed yet?" another man said stepping forward the man, who backed away "but you know accidents can happen" he pulled a bowie knife "maybe you could have cut yourself" he smirked

"N-no, please" the elderly man begged, but the men ignored his pleads moving forward

"Hey!" they looked to see Ben "leave him alone"

"Oh. And who's gonna stop us? You pops!?" the men looked at him, seeing him as nothing more than a old man. Ben glared at them

Peter honestly didn't know where he was going, he could've gone to Tony, but he didn't want to burden him with his home problems, but he knew what the dangerous places and where to avoid them, right now he was just walking through the calm sidewalks of Queens, he was thinking about all the things that happened these past six months along with his life, knowing he didn't have a Quirk, being told he couldn't be a hero by so many people, but being attacked by a villain being saved by his idol hero Iron Man, suddenly gaining a Quirk, they talked Iron Man would probably have to remove his Quirk unsure if it was safe for him, he did the unthinkable rushing into danger in saving his bully Flash from the villain that attacked him, them being saved by Iron Man, being accepted by the hero he admired training in preparing him for M.A. But his past life all he ever had was his aunt and uncle, he loved them dearly, but that times he did think of his parents, but still he never reacted the way he did before with his uncle and aunt, he needed to apologize to them. He decided he should head back home, when he was passing by an alley he heard some noise, looking down he saw a group of men circling around making grunt and groaning sounds, it looks as if they were fighting. The men seemed to be attacking a single person, who holding his hold against them, Peter went to get a closer look seeing the person fighting the men widened his eyes seeing it was his uncle Ben!

One of the men tried swinging a punch at Ben, but he moved dodging, grabbing the man's arm, flipping him over his shoulder and slamming him to the ground. Peter knew his uncle could handle himself, but seeing him action was something else

"Come on! He's just one guy!" one of the men shouted, "we can't handle one old man?!" as another man charged at Ben attempting to throw a left hook following with a right jab, but Ben dodged both swings and followed a right hook, left jab, uppercut knocking the man to the ground. Another man got up whipping out a switchblade, attempting to stab Ben, Peter saw this, doing what he just did months ago when Flash was captured by Riot, he quickly put his hood over his head and rushed in, he'd never been in fights before aside being beat up by Flash at times, but he couldn't let Ben fight alone. He ran straight toward the man with the blade, stretching his hand out to the man's arm holding the blade while putting his other hand on the man's collarbone area, tackling him to the ground and rolling off him.

"What the?!"

"Now who the hell is this?! A hero!?" Ben looked at the boy, seeing his hoodie and stature he knew it was Peter, he smiled

"Now what forget who he is! Get him!" the other man charged at Peter, throwing a left swing, right swing, left swing and uppercut, but Peter dodged all of them thanks to his Spider-Sense, the man swung at Peter a few more times, but this Peter blocked his swings, the swing he threw Peter grabbed his arm squeezed it causing the man groan in pain as Peter finished with punching him in the chest sending flying to the ground, this amazed Peter a bit "no way!"

Ben: nice work, hero!" he shouted as he punched a man across the face

"The hell with this!" the man pulled out a gun, aiming it at Peter, pulling the trigger, but Peter sensed it ducking down avoiding it. He stretched his arm, firing a web at the man in his face, Peter quickly maneuvered forward and kicked the man in the head causing him to clasp to the ground, but the gun was still in his hand and he pulled the trigger again. Seeing him down on the ground, Peter was relieved in thinking it was over

Peter:... its over... they're done" he panted a bit "we did..." he turned his head to Ben "mis..." his eyes widened in horror seeing that Ben's shirt was bleached in blood, him having his hand over the wound that the thug's gun fired right before he went down. Ben dropped to his knees and Peter quickly ran to him, catching and holding him "no, no, no! Help! Someone help!" he called out, the elderly man who they helped ran out the alley to flag down a police car for help while the thug with the gun saw what happened he stumbled getting up and ran off "Ben! Ben! Uncle Ben! Uncle Ben hang on please!" he teared up, he could hear the sirens in the distances "help is coming, okay? The pros are coming. The heroes are coming"

Ben:... Peter" he reached over putting his head on Peter's cheek "I don't need to wait for them. Because my hero already showed up. Right when I needed him" he smiled which caused tears to roll down Peter's cheeks

Peter: Uncle Ben" he sobbed "I'm sorry. I'm so sorry. I said those things"

Ben: Peter. Peter. Its okay. I'm the one who's sorry. You've always been good. And I've been so proud of you. May and I both have" Peter sobbed more, Ben took Peter's hand in his hand "keep being good, Peter. Don't give up. Don't" his hand loosen on Peter's hand which caused Peter to look at him, seeing Ben was gone

Peter: Uncle Ben? Uncle Ben, no. Uncle Ben don't go" he hugged his uncle's body close to him "don't go, please" he cried as police arrived at the scene

To Be Continued

Jade: here's the next chapter

Julie: uncle Ben dying and Peter going through the loss

Jade: the argument another Andrew's Spider-Man element, just felt it kinda fit in the story

Julie: just like in DuckLordEthan's fanart, where Peter talks about losing Ben involving Tombstone's men, only thing Tombstone won't appear here, just mentioned

Jade: it was mentioned Ben knew how to defend himself, but Peter having only his hood over his head and not a mask, as long as the hood covers the upper half of your face, its enough to cover your identity

Julie: our brother wears his hood almost like the time and half the time people can't tell who he is

Jade: hope you guys like it and tell us what you think