Midtown High, later that day…

Peter knocked at the door to Professor Harrington's office.

"Come on in, Peter." Harrington said. "You have a subject for your video?"

"Yeah, I think it's gonna be pretty good." Peter replied. "I just wanted to clear it with you first. We found Uncle Ben's Army gear cleaning the basement, and I was thinking about structuring it like an interview. I show everything to the camera and I ask him about Vietnam."

"That'll be fine, Peter!" Harrington exclaimed. "I'm sure it'll be fascinating. Your uncle is practically made of interesting stories."

"Thanks!" Peter replied as he made for the door to Harrington's office. "I'll see you tomorrow!"

Harrington was almost left speechless at the speed of Peter's departure, but merely shrugged in response.


Later that day, after school…

Peter walked up the steps, and knocked on Doctor Conners' door. He took a quick step back, and pushed his dad's glasses up his nose.

Boy, I do not miss wearing these, and I won't miss never wearing them again.

The lock clicked, and the door was opened by an auburn-haired middle-aged woman.

"Hello?" She asked. "Are you one of Curt's students?"

"Uh, actually no." Peter said. "I'm uh… I'm Peter Parker. My father used to work with Doctor Connors. You must be Martha."

"Yes, I am." Martha Connors replied. "If you're Peter Parker, that means you must be… Richard Parker's son, right?"

Peter grinned. "That'd be me."

Martha smiled in return.

"I'll tell him you're here!" She said cheerfully. "Curtis!" She called into the house. "You have a visitor!"

"Who is it, dear?" A Welsh-accented man's voice asked from inside the house.

"Someone I think you should meet!" She replied.

A man with fading blonde hair and a single arm, his left arm, appeared from around the doorframe with a young boy with reddish-blonde hair perched atop his shoulders.

"Who are you?" The boy asked.

"...Peter Parker." The man answered. A smile crossed his face, and he knelt to allow his son to drop off his back. "Easy now, Billy! Help mummy with dinner, alright?"

"Okay!" Billy said as he raced off to the kitchen, with his mother not far behind.

"Come on in, Peter!" Connors said, ushering Peter into the house. "Can I get you anything? Coffee, tea, milk?"

Peter shrugged. "Doesn't matter. Whatever you've got, but not if it's any trouble."

Connors scoffed. "Nonsense, Peter! Anything for the son of an old friend!"

Curtis led Peter into the kitchen, and poured him a cup of tea.

"So, Peter, what brings you to my humble abode?" Connors asked as Billy stirred away at a mixing bowl on the countertop nearby.

Probably shouldn't lead with the bite thing… Peter thought as he took a sip from the cup of green tea.

"An old picture I found in the basement." Peter said as he slung his backpack onto a chair by the countertop. He pulled the photograph out of his backpack, and handed it to Doctor Connors. A warm, nostalgic smile crossed Curtis's face.

"We were so young!" Connors exclaimed as he examined the picture. "You're the spitting image of your father in this picture, you know! And Norman had those horrible waves!" Connors extended his arm to show Martha and Billy the picture. "And look at that, Daddy's hair was still yellow!"

Martha chuckled, and Billy leaned over to look at the photo, never ceasing his stirring of the contents, even as he loosened his grip to lean away and look at the photo.

"You look funny, dad!" Billy said.

The mixing bowl of batter slipped out of the boy's grasp as Peter lowered his mug of tea. It began a quick descent to the floor, but as it tipped away from the counter, Peter shot the hand that wasn't clutching his mug out, extending his body to extend his reach, and pushed the bowl back up onto the counter.

"Excellent reflexes you've got there, Peter!" Martha said. "Billy, try to hold on a little more carefully, okay? If Peter hadn't caught that, we'd have to start all over!"

"Thank you, Peter!" Doctor Connors said.

"No problem." Peter replied. "Actually, I wanted to talk to you about your work with my father, and Doctor Osborn, if you had the time."

Curtis's face lit up at the inquiry.

"I was almost afraid you'd never ask!" He said as he handed the picture back to Peter. "Come into my office, I'm an open book!"

Curtis escorted Peter to his office.

"I must apologize for staying out of contact for this long, Peter." Doctor Conners said as he shut the door behind them. "It's been since you were very young that I saw you last, and for that I must apologize. After your parents died… Well, we were working on a project together, as you could probably tell."

Peter nodded.

"Something about cross-species genetics?" Peter asked. "That's what Doctor Osborn said on my field trip. Part of Weapon Plus, right?"

"Exactly." Connors affirmed. "It was supposed to be a next-generation Super Soldier Serum, based on replacing the patient's genetic material with that of another species or individual. After numerous attempts at enhancement had either failed, or backfired over the years, myself, your father, and Norman came to the conclusion that it would be nigh impossible to recreate what Dr. Erskine and Howard Stark had accomplished with Captain America. Weapon X was intended to enhance the abilities of those who'd been born with modified genetic codes, and we all know how that turned out. So, we set about finding ways to break open the human genome and rebuild it like a Lego project. Norman hypothesized that we could use a retroviral solution to inject new code into someone's DNA to activate bits that were either dormant, or insert new genes entirely. The idea was to be able to take genes from anywhere, and inject them into a person, or animal, and skip over processes of natural, or artificial selection entirely. No longer would any individual be bound by the genes they had at birth. We could enhance muscle growth and bone density without the need for training or steroids. Reverse and prevent aging without plastic surgery. Heal wounds faster, increase stamina, maybe even regrow damaged limbs and other body parts one day." Conners absentmindedly brushed his left hand against his right shoulder as he spoke. "Your father's work was instrumental in our numerous breakthroughs based on calculations or ideas from myself or Norman, or ideas he and Mary dreamed up on their own. He'd sometimes spend entire nights with nothing but her, a whiteboard and a pot of coffee, and he'd come into the office the next day with bags under his eyes and a brainful of new ideas…" Curt's eyes grew distant. "Back in the day, that's what we'd do to pass a test in University… But, that was a long time ago." His focus snapped back to Peter. "We'd pass our ideas back and forth, either in the office, or via eMail. We made so much progress… We just couldn't take the final steps to make our theory work in reality. There was one major hurdle to pass, which none of us could seem to crack. The issue of how much of the introduced genetic code would overtake the patient. We tried many times to enhance defective rats with donor DNA from numerous species that could regrow body parts, or heal faster. We tried lobsters, crabs, crickets, beetles, spiders, starfish, Axolotls, Zebrafish, Crayfish, various chameleons, salamanders, and other types of lizards."

"How did it go?" Peter asked. His heart had leapt at the mention of spiders.

Connors' face fell.

"Not well." He stated flatly. "Not a single subject of the cross-species genetics experiments survived. They either died immediately from shock," Came close, but not quite. "Or the splicing stopped prematurely, leaving them essentially as disabled as they'd been before," Thank god, no. "Or the donor DNA took them over entirely within about forty-eight hours, and they began to grow cancerous additional features from the donor species, or they converted almost entirely, also within the forty-eight hour period." So as long as I make it through the next day or so, I should be good, right? Right?! "It was painful to watch, and it seemed like we'd reached a point where the experiment would have to be terminated for ethical reasons." Connors flipped his whiteboard over, to reveal a near-identical copy of the equation in Richard Parker's notes, but with several large blank spaces. That was, what Peter could see of it through his father's blurry glasses. "At least, until your father formulated a near-complete d-"

"Decay-rate algorithm?" Peter interjected.

Curtis nodded his head.

"Exactly. Without precise, microscopic calculations about when the retrovirus would decay, it either terminated too early to truly help, or too late to save the patient. I must say, after that little explosion in Afghanistan, I'd quite like to tweak my genome and hold my son with both arms for once." Connors said wistfully.

Peter grinned involuntarily as he remembered his search yesterday.

"I read about that in your bio." Peter replied. "It's a good idea."

I remember this equation. Peter thought. Decay rate algorithm… It's almost the same. Connors has made a couple mistakes, but he's got some good ideas in here, too…

"This is as far as I've been able to piece the formula together, to the best of my ability, with some adaptations to account for the last nine years of medical advancements." Connors said. "Richard said he'd about had it solved not a week before he died… I've tried my best to keep his work alive through my own, and Norman's."

That tracks with what I saw in his briefcase. Peter thought. Imagine the world of good that information could've done back then.

"Do you mind if I-" Peter said, gesturing to the board.

"Of course." Connors said as he handed Peter a dry-erase marker. Peter stepped forward, squinted at the board through Richard's horn-rimmed glasses, then raised them up to rest on top of his head, to the bafflement of Curtis.

"My youngest intern speaks to the world of your intellect." Doctor Connors continued. "She even has a picture of you on her phone. Ms. Stacy said something about you being her guardian angel."

"Gwen?" Peter asked in disbelief.

Connors nodded.

"She's quite inventive. Reminds me of your mother, in some ways."

Huh.

Peter uncapped the marker, and set to work recreating the equation as he'd seen it in his father's notes… With some improvements and connecting material where it was needed to mesh it with Connors' work. Once he was done, he stood back and checked over every character and symbol once more, then recapped the marker.

Doctor Connors was positively stunned by the revelation. This boy had swept away over a decade of halted progress in a few strokes of a marker. This extraordinary boy had answered a question that had bothered Curtis since before he'd lost his arm.

"Extraordinary." Curtis said, astounded. "Mr. Parker, I do believe you may have cracked this code wide open." He turned from the board to face Peter. "How did you come up with this?"

Peter shrugged as he handed the doctor back his marker.

"My father had some notes from back then. Two-thousand two-ish. Had to make some changes to fit it into your framework, though." Peter replied sheepishly. "Everything else…" He tapped his forehead. "Came from up here."

Connors clapped Peter on the shoulder.

"My boy, your memory may be responsible for a breakthrough that will change the world." Connors said, congratulatory. "Would you consider coming to my lab at the Oscorp Tower sometime after school? Any time you want, as long as I'm there, I'll be happy to work with you!"

"I'd be honored." Peter replied.

"Well, I presume you have places to be!" Connors said, extending his left hand to Peter, who shook it with his own.

"I do, but I didn't want to rush things." Peter said. "But I'll be happy to keep in touch!"

"Please do!" Connors said as they exited his office. "Nine years is far too long. I wish I'd stayed in contact more, but after the project fell apart, I joined the Army… Then after I lost my arm, I fell into my work and spent every other waking second with Martha and Billy, once he came into the world. Imagine my surprise when a high-school prodigy came in for an internship and I saw your picture on her lock-screen."

"I didn't even know she had a picture of me on there!" Peter admitted.

"She mentioned she was going to do some training at the Barnes Center after that little… Incident, in the school gym. I don't suppose she'd find a spot of your company unwelcome if you decided to drop in."

"I'll keep that in mind! By the way," Peter added. "What do you think the chances are of something like Doctor Osborn's spiders passing on their genetic changes via… Spider bites, for instance?"

Connors wrinkled his brow in thought.

"Via bites?" He asked.

"Since they used a retrovirus to modify the genes, there's a chance the virus might survive inside the hosts, right?" Peter asked.

"Hypothetically, yes, viruses have been known to survive inside a host without showing symptoms." Curtis replied. "Why do you ask?"

Truth or lie? Peter wondered. Let's do some truth right now… More if I need to, right?

"One of the spiders went missing." Peter explained. "Harry and I have a bet going about if… A pig or something got bit, it'd turn into a spider."

Connors face broke out into a grin.

"Hypothetically," Connors replied with a laugh. "If any part of the virus succeeded in splicing spider DNA from the biter into the bitten, it would be a miracle if transformation amounted to anything physical in the domestic pig. It might have an easier time splicing the spider's DNA into a human, or a canine, for instance."

"So if it did bite a human," Peter asked, fighting a lump in his throat. "What do you think would happen?"

Connors let out a descending whistle as he pondered the question.

"If any changes manifested from one of Norman's spiders biting someone, or something," He said carefully, choosing his words carefully. "The body's immune system would likely destroy the cells. The patient would suffer from a fever, mild infection at the injection site, and then make a fully recovery in less than a week."

Peter was not relieved by this statement.

"Assuming, of course," Connors continued, "That the patient didn't possess a compromised immune system, or what Professor Charles Xavier refers to as the Meta Gene."

Aunt May refused to get me tested for the Meta Gene… Peter thought. And Uncle Ben agreed. As far as I know, my immune system is fine, right?

"If the patient had a compromised immune system," Connors continued. "The virus would run amok, and cause all sorts of potentially fatal defects. Imagine compound eyes, multiple arms, not all of which would be useful or fully-formed. Maybe even death. Now, if the patient possessed a dormant Meta Gene, the stress of the infection could cause it to activate, and splice the spider's genes in only in places that would be beneficial to the host, like a machine programmed to fix itself. The patient would suffer a brief fever, and then find themselves better than they've ever been. There's still a low likelihood of some catastrophic error occurring, but Meta Genes tend not to mutate fatally, not like inbreeding, chromosomal disorders or nuclear damage does."

"Guess if anyone got bit by it, they'd need to get help quick, huh?" Peter asked.

Connors shook his head.

"Despite our expertise and advancements in the field," Connors replied, "there is very little that could be done to help someone in that position. It's why we've taken such care with the project, and why it's taken so long. If something goes wrong, the best we could do is make the patient comfortable in their final hours. But, if they made it past the first couple of days with no issues, I believe they'd be fine."

Just great, thanks doc. Peter thought to himself.

"That's kinda heavy." Was all Peter could say in reply.

"Indeed it is." Connors replied. "Which is why I appreciate your help with this breakthrough. You could have very well saved us another five, ten years worth of trial and error!"

Peter grinned uneasily.

"Happy to help, doc!" Peter replied as he dropped his skateboard to the ground, and skateboarded away from the Connors home.

Well, I guess if I survive the night, I'm gonna be fine. Peter thought to himself. Looks like I'm doing fine… Not that there'd be any real helping me if I wasn't, if Connors is right…

Peter skidded to a halt as he looked down at his hands, at his wrists, where the webs sprouted from.

If something goes wrong, why not make the most of it? Peter wondered. Hell with it, I'm hitting the Barnes Center. If this is my last night on Earth, I wanna spend it with her.

Peter plotted the course to the gym into his phone, and skated to the Barnes Center.


Once upon a time, back when his uncle was a boy, The Barnes center was known Goldie's Gym, touted as the place Captain America trained before he joined the army. They'd glossed over the fact that it'd been before he took the serum that made him a super soldier. When Goldie fell on hard times, Captain America bought the gym, and set his rent to something ridiculously low, like two dollars a month or something. Then, when Goldie passed in 1994, Rogers took over running the place, renamed it The James Buchanan Barnes Community Center, after his best friend from before he'd been Captain America, and expanded it dramatically. Captain America put every piece of equipment in there you could dream of, every bit of it state of the art, and kept the place running smooth as butter. Best part was, it was free. All you had to do was sign in.

Peter rolled through the parking lot, up onto the sidewalk in front of the Barnes Center, popped his skateboard up into his hands, removed his backpack, and strapped the board to it, then reshouldered his backpack as he entered the gym.

Beyond the front desk, Peter saw that the place was absolutely bustling with people. Checking in, checking out, the place was a hive of activity.

Peter walked up to the desk and rang the bell.

"Just a second!" A familiar voice called out from the office.

A muscular, blonde, blue-eyed man in a light blue Dri-fit athletic shirt, cargo pants, and combat boots stepped out from the office doorway towards the front desk. If it hadn't been for his fame, he might have appeared to be just your average mid-twenties gym-rat who worked at the gym part time, but nobody would mistake Captain America for just another kid. The man had been twenty-five years old for seventy-one years, and Uncle Ben had made a few jokes about wishing he'd enlisted sooner so he could age that gracefully, to which Aunt May could only roll her eyes in response.

"How can I help you?" Steve Rogers asked Peter.

"I'd like to sign up to access the gym." Peter replied, trying not to act starstruck.

Steve pulled a sheet of paper from under the counter, and a pen from a nearby cup, and passed them to Peter.

"Just fill it out and let me know when you're done." Steve replied. "We can get you set up for locker access too, so you don't have to haul your backpack around the whole time."

"Thanks!" Peter replied as he clicked the pen, and filled out his information on the form in about two minutes, then passed it back to Captain America.

Captain America runs the gym… Peter thought as the captain looked over the paper. It's the kinda thing that doesn't seem real until you see it. It's like if Elvis managed a McDonalds, or if Michael Jackson owned Blockbuster.

"Peter Parker?" Rogers asked him. "Legal guardians Benjamin Franklin Parker and May Reilly Parker?"

Peter nodded.

"Ben and I served together." Steve said. "Back in Vietnam. You're his nephew, right?"

"Yeah." Was all Peter could say in reply.

"I'm sorry about what happened to your parents." Steve replied as he opened the swinging door between the front desk and the lobby. "Let's get you set up for a locker. I think number fifteen is available."

Peter followed Captain America through the gym to the locker room, to locker fifteen.

Rogers pulled a set of keys from his pocket, and inserted one into the panel below the ten digit keypad.

"Just set a combination on the pad, and you're good to go." He said. "If you need any help, or if you want any tips, let me know."

Peter punched the numbers one, nine, six, and two into the keypad, and Rogers removed the reset key.

"Thanks, Captain." Peter said, extending a hand to shake Rogers'.

"Just call me Steve." Steve said as he shook Peter's hand in a solid, but gentle grip. "Tell your uncle to come by sometime! I'd love to catch up with him."

"I will!" Peter said. "Oh yeah, where's the rock climbing wall?"

"Down the main hall, past the aerobics room, on your left." Steve replied.

Peter popped the door to his new locker open, and tossed his backpack inside.

"Thanks a bunch!" He said as he shut the locker and made his way to the climbing wall.

Predictably, Gwen was already halfway up the wall.

She's probably on her third or fourth climb of the night. Peter thought as he stripped off his shoes and socks.

"Here to climb?" An attendant asked from nearby. The man was tall, and had a large, square face, with a prominent chin.

"Oh yeah!" Peter replied.

"You have climbing gloves or shoes?" He asked.

Peter grinned, and shook his head.

"Nope!" He replied. "I like a challenge." It's not a challenge… Not anymore, anyways.

"Experienced climber, huh?" The attendant asked as he sized Peter up for a harness.

"It's my…" Peter pondered if the half-climbs he'd done before the spider had bitten him counted. "Third-ish time around?"

The attendant looked at Peter blankly as he pulled a harness his size from behind the counter.

"Well, that's why we have the safety lines, I guess." The man said as he helped Peter into the harness, and cinched it tight, then bolted a carabiner to the harness. "God be with you."

"Thanks." Peter replied as he dusted his hands with chalk from the counter, then climbed up the wall.

The attendant squinted at Peter as he ascended the wall with an elegant, practically creepy grace.

"Kid looks like a goddamn spider." The attendant commented as he walked back to the desk.

Gwen Stacy clung to the rock face like a mountain goat as she sized up the distance from where she was to the next hold she'd have to get to to finish her climb.

"Fancy meeting you here." A familiar voice said from her left.

Gwen turned her head to see Peter Parker clinging to the holds near her… With bare hands, and no shoes.

"Peter Parker!" She exclaimed. "You're popping up everywhere these days. Whatcha doin' here?"

Peter let one of his hands free of the wall as he leaned away, holding on by just his left hand's grip to one of the misshapen plastic rocks.

"Just hangin' around." He replied nonchalantly, like he wasn't supporting most of his weight with just his fingers. "Doctor Connors told me you'd be here."

"Oh?" Gwen asked as she shifted her grip, and hopped up to grab the next hold. "What'd you see him for?"

"Heard he was an old friend of my dad's." Peter said as he pulled himself up by his single hold, and grabbed onto the next one with his free hand like he was crawling on a floor. "Our basement flooded yesterday, found my dad's old briefcase when Uncle Ben and I were cleaning it out. Had some notes, and a picture of dad, Connors, and Harry's dad in it, so I paid him a visit. You're interning for him?"

Gwen nodded through gritted teeth as she pulled herself up the wall once more.

"Yup. Nailed the Oscorp internship before enrolment began." She replied. "Give it a shot, you could probably make it in next semester."

"I'll take a look!" Peter replied as he pulled himself up the wall without even finding a proper foothold. It looked like he was just bracing his feet against the bare surface of the climbing wall, and yet he was climbing just as well as she was…

Maybe even better! She thought as he made a leap to catch up to her.

"How long did it take you to catch up to me?" Gwen asked as she pulled herself further up the wall.

Peter climbed along beside her at an even pace.

"About… Thirty, forty seconds?" Peter said as he thought back to where he'd started on the ground. "Not as good as your time, but-"

Gwen's eyes widened in shock, cutting him off mid-sentence.

"Peter, that's way better than my time." Gwen replied in disbelief. "It took me like two minutes to get up here and you did it in less than half the time. You should try out for the team, climbing like that! We could've won nationals three years running with someone who climbs like you on the team!"

Peter made an uncomfortable face that passed fairly quickly.

"What?" She asked.

"I don't think I could've done this three years ago." Peter said with a grin.

"Maybe not, but you can do it now." Gwen said. "Race you to the top?"

Peter's grin grew even wider.

"Last one there's a rotten egg!" He exclaimed as he took off like a bullet up the wall.

Gwen sighed as she tore off after him up the wall, but Peter was the first one to the top, and he rang the bell in triumph.

"Got it again!" He said as she climbed up next to him, sweat pouring off her despite the air-conditioned gym.

"How is it…" She asked between panting breaths. "You go faster than I did, and you're cool as ice… And I'm pouring sweat like a sauna over here?"

Peter shrugged.

"Genetics?" Peter posited as he leaned away from the wall.

"Well, mister dry genes…" Gwen said as she looped her arms around Peter's neck. "After last time, you get to carry me to the ground."

Peter's heart audibly skipped a beat as she clung tightly to his muscular shoulders.

"Not takin' any chances, huh?" He asked in a soft whisper.

She shook her head as the sweat from her bare arms soaked into his previously dry T-shirt.

"Not a one. Dad would have a fit if I got hurt out here after what happened at school, so I'm putting my fate in your hands tonight." Gwen retorted. "After all that climbing, it looks like they're stronger than I thought."

"Alright!" Peter said as he pushed them away from the wall, and allowed their safety lines to lower them to the ground.

"Race you home?" Gwen asked as she let go of Peter's shoulders.

"Sure." Peter replied as he unhooked his harness.