Peter skateboarded home a little later than he'd intended to. It was starting to get dark, and he'd definitely missed all of school that day.

Whatever. He thought. I can pass those tests in my sleep, and if I missed any homework, I'll get it from Gwen.

Peter leaned back on the tail end of his board and came to a stop in front of his house, and popped the board up into his hand with a stomp on the tail.

Peter unlocked the door, and eased into the house. He had no way of knowing if Uncle Ben and Aunt May had heard about his fight with Flash, or him ditching school after, or what their reaction might be to either one of those events. That aside, Peter could smell spaghetti and meatballs cooking, and he was positively starving.

Peter propped his skateboard up by the door and put his backpack by the stairs, then poked his head into the kitchen.

"I smell Italian food." He said with a cheeky grin.

Aunt May looked up from the stove. "Peter!" She said. "I didn't hear you come in. Yes, it's spaghetti and meatballs. After this morning, the spaghetti was just about the only thing you didn't-" She caught a glimpse of the side of his face where he'd collided with the wall. "What happened to your face?"

"Would you believe I face-planted into a giant ad?" He asked as he opened the fridge and fished out a bottle of apple juice.

"I almost wouldn't." She said. "Are you okay?"

"Yeah, I'm fine." Peter said. "I wasn't looking where I was going, exactly, went flying off my board into a wall."

Aunt May gave him a look that said. "I don't believe that for an instant."

Peter shrugged his shoulders. "It's what happened." Minus the part where I was on my board.

May shook her head. "I don't understand why you ride that dangerous thing."

At that very moment, Uncle Ben came trotting into the kitchen with an old box full of golden trophies in his hands, no shoes on his feet, and pants legs that had been soaked despite being rolled up past his ankles.

"Ben Parker," May admonished as she pushed onions off her cutting board into a frying pan. "Don't you even think about leaving that filthy box in my kitchen!"

Ben set the box on the kitchen table. "May, I'm not leaving my bowling trophies in six inches of water."

Aunt May rolled her eyes at his response. "Oh, then by all means, leave that filthy box in my kitchen." She said, her voice dripping with sarcasm.

"Six inches of water?" Peter asked. "You serious?"

"Deadly." Ben said, gesturing for Peter to follow him. "Come on, I'll show you the flood."

Peter stripped off his shoes and socks, and rolled his pant legs up further than Uncle Ben had.

The basement was flooded across most of the floor, save a few spots toward the edges.

"Damn, you weren't kidding." Peter said as he took a tentative step into the water. "I'll bet it's eight inches in the dip at the center."

"Yeah. I'll bet anything it's the condenser tray."

Peter shook his head. "No, there's too much water for that, or even the heat exchange tubing... This has got to be the fill line, that's the only thing that makes sense."

"Think we can fix it?" Ben asked.

Peter shrugged. "Do we have the parts?"

Uncle Ben grinned. "We'll have to crack it open and check after the sump pump does its' thing, won't we? See if there's anything else we need to take upstairs," he said as he opened the fridge and pulled out a vacuum-sealed steak. "Meanwhile, put this on your face. How's the other guy look?" Uncle Ben asked, tossing Peter the steak.

Peter froze as he caught the steak. "What?"

"Come on, I know a right cross when I see one."

Evidently not. Peter thought.

"So yes or no, do I have to talk to Eugene's dad again?" Ben asked pointedly.

"No. This isn't from him."

"Who was it then? Freddy? Lonnie Nelson? Don't tell me you and Harry got in a fight."

"No!" Peter exclaimed. "Nobody laid a finger on me." Not like they didn't try. "I just wasn't looking where I was going and face-planted on a billboard."

Ben looked at him with obvious suspicion.

Peter put his hands up innocently. "Hand to god, that's what happened."

Uncle Ben shook his head. "Alright."


Peter pressed the steak onto his bruised face, and poked around the basement looking for anything that had gotten wet or might have. He grabbed a couple of damp boxes and trucked them up the stairs one at a time as carefully as possible.

On his last trip, in a dusty, cramped corner of the basement under the stairs, he found an old leather briefcase. It was far enough out of the way of the puddle of water, and dusty enough he almost didn't pay it any mind. He wouldn't have bothered with it, if it wasn't for a pair of letters engraved on the clasp.

"RP."

Richard Parker? Peter wondered. He picked up the briefcase, and tossed it on top of the last endangered box.

Aunt May and Uncle Ben were having some conversation about something Peter wasn't paying attention to. He was too enthralled with his father's briefcase and its contents to hear or understand a word they said.

Peter had never really had anything physical to remember his parents by. Pictures of them together, sure, but he didn't really have anything of theirs to examine. A lot of their things had been destroyed when their plane crashed, and the things of theirs that hadn't been Peter's had either fallen into use at his new home with Ben and May so they didn't really seem special, or been sold at a yard sale afterwards. He'd never thought to look in the basement for anything of theirs, it didn't really seem like an option or even worth doing. Now, in this time of change, as Peter was leaving aspects of normalcy and the past behind, he felt himself enthralled by the leather briefcase. He poured over every scratch, crease and mark on the leather, every nick on the metal fasteners, looking for something, anything that might give him some unseen insight into his parents.

"I forgot that was down there." Uncle Ben said, snapping Peter out of his reverie. "It was your dad's, but I guess you saw his initials on the clasp."

Peter nodded. "Yeah. Did he leave this here?"

May nodded. "Right before he and Mary left you with us."

Right before they died. Peter thought.

"Your dad saw that in a leather shop over on ninth avenue. I think he was nineteen, 'what the hell does a nineteen year old need with a briefcase like that?' Your grandmother asked him."

"Mmm hmm." May intoned, bemusedly. "And guess who sold it to him?"

Peter raised an eyebrow. "Who?"

"Your mother." Ben said with a chuckle. "That was how they met. He was so enthralled with her, he almost bought the matching set. Got it all the way to the engraver before I could tell him I didn't want a briefcase for my birthday."

"Did he say anything about it?" Peter asked as he picked through the contents. The case contained some bus tokens, a calculator, a glasses case with a pair of glasses in it, a laminated photo ID from Oscorp, and a framed photograph of Richard Parker, a much younger Norman Osborn, and another man Peter didn't recognize. A man with a long skull, tall forehead, narrow nose, and a long, thick neck.

"He told us to keep it safe. I guess he didn't want to lose it at the baggage check." May said.

"Who's this?" Peter asked as he turned the photograph toward his Aunt and Uncle, pointing at the one figure he couldn't identify.

Uncle Ben took the photo, and squinted at it. "I think... Yep, that's Curtis Conners. Your dad's other best friend." Ben passed the picture back to Peter. "Those three were as thick as thieves back in the day. I think that was right after they kicked off some big government contract in the nineties."

"Back when the WEAPON Project was still active in the nineteen nineties, we briefly held the same contract." Peter recalled Norman Osborn saying. "My esteemed colleagues Curtis Conners and Richard Parker..."

"Harry's dad mentioned him during the presentation today." Peter said. "Wonder why I've never met him."

Ben shook his head. "I don't know. I haven't heard from Conners since he went to Afghanistan."

"In the war?" Peter asked.

Ben nodded. "He joined up as a medical doctor in my old unit. Got one of his arms taken off by an IED, I think. He went in after I retired. I heard he put a tourniquet on himself and treated everyone else in the vehicle before the Captain could make him rest."

"Captain America?"

Ben nodded proudly. "Best commander I've ever seen. If you ever decide to join the Army, I'd shoot for the one-oh-seven. You'll do things you didn't think were possible."

Peter laughed. "I don't think so, but I'll keep it in mind." And I think I'm already doing that…

Peter took the bag up to his room, and laid the contents of his father's briefcase out on his bedspread. There were three subway tokens, one 1993 quarter, one 1985 quarter, and a bicentennial 1976 quarter, an HP 48G graphing calculator, five pens, one with four colors of ink to choose from, two spiders preserved in clear acrylic with the Oscorp logo laser-engraved on the slabs, an old Sony Ericsson GA318 cellphone, a glasses case with horn-rimmed glasses in it, and his father's Oscorp Technologies ID card, complete with the old green Oscorp logo with the field of squares next to it.

There's nothing in here. Peter wondered. Why did he ask them to keep it safe?

Peter picked up his father's glasses, and put them on.

Wow. He thought. I can't see a thing in these, either.

He pulled them off, and grabbed his old glasses off his nightstand. Peter slid the glasses on. Still can't see, but... He pulled off his glasses, and compared the thickness of the lenses between his and his fathers' glasses. Guess I have... Or had, my father's eyes in more ways than one. Peter set both of the pairs next to each other on the bed, and picked the briefcase up. If it wasn't something inside the case... Maybe he just wanted them to keep the case? He turned the briefcase around in his hands, studying everything all over again in case he'd missed some kind of... Code or clue? Why would he leave his phone and glasses behi- Peter felt something inside the briefcase sliding around. But he'd already checked all the pockets... Right?

Peter flipped through all of the compartments again, front to back. Nothing was in any of them... But when he fished around in the rear zipper pocket... His fingers caught the edge of something behind the lining of the case.

Hello, I didn't see you there before. He thought as he felt the edge of the lining. Peter slid his fingers along the top of the zipper... Bingo. Behind the lip of the zipper, he found a snap holding the lining in place. Peter popped the lining loose. Behind it... Was a manilla folder.

The folder had "Weapon Plus: Version XI" printed in bold on the front cover, and in many places throughout its contents. Peter pored over the documents. Inside the folder were printed emails between his father, Doctor Osborn, and Doctor Connors, information from the human genome project, sequences of genes, a complete breakdown of Captain America's blood and genes from before and after the infusion of the Super Soldier Serum, and a piece of scratch paper filled with equations... One of which was labeled "Decay rate algorithm."

The algorithm detailed how the infusion would not only attempt to repair damaged, or flawed aspects of the human body, but to attack the genes of the subject to remove pieces of their genetic code and replace it with new code. New code to make the improvements made by the serum not only permanent, but heritable.

"The problem," an accompanying email from his father to the group said, "is that without precise calculations, the decay rate either activates too quickly, preventing full genetic infusion, causing the subject to suffer from severe defects, or the serum is too aggressive, and overtakes the subject's entire genetic code. There are so many variables involved that require microscopic precision, and I think I've cracked most of the code."

"Most of?" Peter wondered. Guess he got it all after he sent this. The date on the email was less than a week before his parents plane crashed.

Peter hopped onto his computer, pulled up Chrome, and searched for "Doctor Curtis Conners."

He found results from both Oscorp, and Empire State University. The bio for both was almost identical.

"Doctor Curtis Conners (M.D., Ph.D) remains one of Empire State University's highest-scoring bio-chemistry students. Conners served in the United States military as a surgeon from 2001-2004, when his arm was vaporized by an IED. Since then, he has dedicated his life to the study of beneficial mutation, and one day hopes to find a way to regrow damaged limbs. Doctor Conners also holds a doctorate in herpetology. Conners is the head of Oscorp's genetic research division, and an associate professor at Empire State University. He resides in Manhattan, with his wife Martha, and their son, William."

If anyone will know about what's going on, it'll be him. Peter thought. I'll see what he'll tell me about the project, and try to figure out if I'm going to keep... Changing.

Peter gathered the contents of the briefcase back up and replaced them in the leather case, then unpacked his own backpack.

As he withdrew things one by one from his backpack, he froze when he felt his camera case, and immediately pulled it out to check that it was okay. He hadn't repacked his backpack after yesterday, and he'd forgotten the camera.

Peter removed the camera from the case and inspected the body and lens intently, until he was satisfied his impromptu meeting with the billboard wall hadn't damaged his prized possession.

Hang on, I have a video to make, don't I? He thought. He cast his gaze towards his father's briefcase… Then shook his head in dismissal. I don't know enough about it to say anything interesting… Not yet anyway. Besides, I've got some time to work on it… And I probably shouldn't put those files online anyway…

Then, his stomach grumbled.

Oh right, I didn't finish lunch… That spaghetti smells better and better by the second.

Peter went back downstairs, and stopped off in the kitchen to wash his hands before he grabbed a bowl of food to take upstairs. Uncle Ben had already put another dusty box on the dining table, to Aunt May's dismay.

"Really, Ben?" She asked incredulously. "First bowling trophies, now what?"

"My Ranger gear from Vietnam." Ben said proudly as he rummaged through the box of worn military fatigues and equipment. "I forgot that stuff was still down there. Thought I donated it all to the Barnes Center."

"Well, put it by the door. I'll drop it off tomorrow." May said as she plated out the spaghetti and meatballs.

"Do you mind if I take it for now?" Peter asked. "I have a show and tell video assignment due."

"Sure!" Ben exclaimed. "I'd be happy to tell you anything you want me to. I've got plenty of good stories!" He pulled a boxed pair of binoculars out of the box. "This would be a good one right here!" He said as he pulled them from their case and peered through the lenses. "They're just like I remember them!"

"I swear, Ben," May chided. "If you make poor Peter do a presentation on a pair of scratches up old binoculars, he's going to get his first grade below an A he's ever had and it'll be your fault."

"Excuse me, Missus Parker." Ben said with feigned indignation. "They are not scratched, they are engraved."

"They're binoculars with one working side no matter how you try to say it." May said with a chuckle as she placed three plates on the table around the box. "Now set that aside so we can eat. You two can talk about the war later."

Ben sighed in mock annoyance, and replaced the binoculars in the box. "Well, you heard the lady. We'll leave the war stories for later."

Peter looked down at his place as Uncle Ben set the box aside. He hadn't planned to stay at the table for dinner that night… But what the hell?

Peter pulled up a chair and sat down at the table. "Could you pass the parmesan?" He asked Uncle Ben as he crossed the kitchen to wash the dust off his hands.

"Sure!" Ben replied. He washed, then dried off his hands, and snatched the shaker off the countertop, and tossed it to Peter. "Think fast!"

Peter grabbed the plastic shaker out of the air like a champion basketballer.

"Nice catch!" Ben said as he pulled up a chair. "So, aside from that," he said, pointing to the faded bruise on Peter's face. "How was school?"

Peter froze mid-shake as he realized the depth and breadth of the events he'd experienced today alone.

"Uh, it was good." He said as he dusted his spaghetti and meatballs with the white cheese. "Pretty good, I think. Went rock-climbing with Gwen before the bells rang."

Aunt May "Tsked" as she swirled the sauce into her spaghetti on her plate. "Peter, I thought you were afraid of heights? Don't go giving yourself a heart attack just to impress a girl."

"Don't listen to her, Peter." Uncle Ben said with a wink as he swallowed a bite. "If a girl is what it takes to get over a phobia, that's fine. Maybe you'll finally be able to get up on a ladder and help me paint the kitchen tomorrow."

Peter laughed. "Don't you mean the basement?" He asked as he speared a meatball and ate it.

"At this rate, it'll be the whole house." Ben said in a tone somewhere between somber and jovial. "Anyways…" Ben said mischievously. "How did the rock-climbing go?"

"I raced her to the top and won." Peter said as he twirled some pasta onto his fork. "First try, too…" Ben nodded approvingly. "...Then her safety cable snapped, and the hand-hold she'd grabbed broke."

"Dear lord!" Aunt May exclaimed. "Is she okay?"

Peter nodded proudly as he slurped up some more spaghetti. "Absolutely fine."

"I think you're leaving something out." Uncle Ben replied teasingly. "Come on, spill it."

Peter shrugged guiltily. "Alright. I uh… Caught her."

Uncle Ben whistled. "The angel next door finally found her own guardian angel, huh?" He asked as he leaned over to ruffle Peter's hair.

"Stop!" Peter said with a laugh. "It was nothing. I just… Did what came naturally."

"That's good!" Ben said. "It's good that that came naturally, right May?"

"That's right, Ben." May replied playfully. "Just as long as you don't go out looking for things like that. You're not Captain America, remember. You're Peter Parker."

"I know." Peter replied. "I wouldn't have it any other way."


Captain George Stacy was hard at work in his office filing and reviewing reports, and coordinating information from the carjacking ring investigation when he heard a knock from the door.

"Enter." He said as he looked up from his monitor.

"Captain," a female officer named Watanabe said as she entered. "We just got a report of someone jumping around the rooftops out by the harbor. Eyewitnesses said the person was using some kind of ropes to swing around, and smashed into a billboard."

Stacy rolled his eyes. "Great." He replied sarcastically. "Any damage? Any supervillain activity?"

Watanabe shook her head. "Guy climbed down and skateboarded away according to our eyewitness."

Stacy chuckled and rubbed his temples. "Alright, someone call Johnny Knoxville and tell him if he wants to shoot his Jackass shit around here, he at least has to tell someone what's going on, alright? See if you can get MTV to spring for a permit, while you're at it."

"They were the first people we called." Watanabe replied. "Paramount said they're not working on anything like that around here."

Stacy sighed. "Yeah right, I'll believe it when I see it. Fine, we'll keep an eye out for more people swinging around on ropes."