The coffin passed by and Harry bowed his head, tears streaming down his face. He couldn't believe that his best friend was dead. All the good times they had had, all but memories now. The funeral service was beautiful with many people sharing their memories of the boy they knew as a timid person who was just into his books, but now they knew exactly who he was.

After the service had finished, Harry stood with Aunt May thanking the attendees, as they left. One of these to his surprise was J. J. Jameson.

"Mrs Parker I want to offer my deepest of apologies for everything that has happened. I haven't always been kind in my reporting of Spider-Man, but now I know the truth, I will defend him till my last breath."

"Thank you Mr Jameson, you are so kind."

"Give me a call whenever you need anything."

Jameson turned to leave, but Harry stopped him.

"Mr Jameson I just wanted to say, you have my permission to report all you like about my father. I want you to print the truth."

"Kid I admire your ruthlessness, but I think maybe you should leave it be, for Peter's sake. I am sure that would be what he wants."

With that, a reformed and changed Jameson moved on, leaving Harry to really think about what he had said.

Harry glanced over to the grave as he continued to ponder Jameson's words. There he saw Mrs Smith-Jones the school Principal standing with a man he recognised as Mr Smith, who had disappeared the day they had gone to see Tony Stark. They were both talking in whispers and Mr Smith was pointing a silver device at the grave, a blue light emitting from it. He stopped and then whispered something to Mrs Smith-Jones, turning his head away so that Harry and anyone else watching, couldn't read his lips.

Whatever he had said made Mrs Smith-Jones look at the grave in surprise and shock. That was the final straw for Harry. He needed to know what was going on. Making his excuses, he moved away from the well-wishers and over to where they were both standing. As he got close, they looked up at him.

"Harry," Mr Smith said in surprise. "I am so very sorry for what has happened. If I could have helped I would, but it was a fixed event, nothing I could have done."

"Doctor, you're not helping," Mrs Smith-Jones said.

"What are you talking about and what are you doing here? You disappeared months ago."

"Yes sorry, getting ahead of myself there. I got distracted by an Auton invasion in Brazil. Nasty things, they had learned how to change shape and several people found themselves with Autons implanted in their plastic surgery. Very nasty business."

"I still have no idea, can you make things any clearer?" Harry asked Mrs Smith-Jones.

"Sorry, he's not from Earth. He sometimes forgets human emotions. We are both time-travellers and we were passing through and wanted to say we were sorry for your loss. Peter was a good lad."

"No, no you are here for something else. I saw you muttering, what is it?"

"I am really sorry," Mr Smith said, his tone changing to serious. "I can't tell you anymore."

"Why not?!"

"Because it is your future and our past. The timeline must not be disturbed. Talking of disturbing the timeline, we have overstayed our welcome. Come on Martha, we need to get to Raxacoricofallapatorious before the Blathereen attack. It was good seeing you again Harry, I doubt we will ever meet again."

"Sorry again," Martha said to Harry as they both turned and walked off, leaving Harry mystified at the conversation that had just occurred.

"What did they want?" asked a voice behind him.

Harry turned to see Gwen standing there.

"I have no idea, they weren't making much sense."

"Come on then, Aunt May is waiting."

They linked arms and walked back to the car where Aunt May was stood talking with the last of the mourners.

Eventually the final guests had gone, leaving the three of them alone.

"Come on, let's go," Harry said.

He led them both to his car and they got in. Stephens was waiting in the driver's seat and when they were all belted in, he set off back towards Aunt May's house.

As they were driving along, they sat in silence until Gwen could take it no more.

"Today was nice, such a lovely way to see Peter off," she said, breaking the silence.

"Yes, he would have loved it if he was there," agreed Aunt May.

Harry just sat there not reacting at all. Aunt May leaned forward and placed her hand on his knee.

"I may only have recently found out what Peter was up to all this time, so i am not very good at this business, but I know that he would be thrilled with the power you now have. He would be so happy for you to take over the mantle. Is that what you are worried about?

Harry nodded.

"I just can't believe I wasn't able to save him. If only I had been quicker in the decision to give myself the same powers as Peter."

"Harry Osborn you have been given a fantastic opportunity. It is not your fault what happened, that was your father. You cannot be held to account for his actions and I most certainly do not blame you. What has happened happened and you can't change it. You have the opportunity to carry on from where Peter left off. We will be here for you, no matter what."

"I will try to make you proud."

"You don't need to do that, you already have."

They continued on to Aunt May's house where they dropped her off and said goodnight, before they drove off back to the house that Harry and Peter had shared.

When they arrived, Stephens let them out and then drove off, leaving them both standing on the pavement in front of the house. Harry and Gwen hadn't been back since Peter had died. Gwen slid her hand into Harry's.

"It is going to be ok," she said.

"I know," he replied.

They both took a deep breath and walked up to the door, unlocked it and went inside. It was eerily quiet, things lying everywhere from that fateful night. Gwen left Harry in the doorway of the living room as she move inside and began to tidy things up, Harry just staring around at all the equipment that Peter had set up and made.

Flashbacks began to run through his mind of that night, especially as he lay on the floor writhing in agony as the spider DNA bonded with his own and transforming him in to the person he was now.

He was never going to be as good as Peter, he thought, but he could make a difference. He reached up to his chest and felt beneath his shirt. He was wearing the suit that Peter had ripped on the day he had made him test his strength in the gym, a way of having a little bit of Peter with him as the funeral. He undid the buttons and drew back the folds to reveal the red and blue spandex and that formidable black spider emblem. Gwen had stopped what she was doing and was looking at him. He looked up at her.

"I can do this, I know I can. I can make Peter proud."

"Oh you silly boy. Of course you can and you already are."

They both smiled at each other. As they did, the alarm began to sound and the room was bathed in flashing red light.

"Someone needs Spider-Man," Gwen said.

"I better go and get changed into my own suit then," Harry said.

"I think you better had."

Harry jogged over to the laboratory where he had left his suit, while Gwen went and brought up the details on the screen. When she turned around, she came face to face with an unmasked Harry. He stood there tall and proud, his muscles clearly visible through the tight fitting suit.

"There is my hero," Gwen said. "Are you ready?"

"Yes I am, let's go and protect the city."

He pulled the mask half over his face, leaving his mouth clear. He walked over to Gwen and gave her a kiss. With this giving him more confidence, he slid the rest of the mask over his face, turned and ran up the stairs to the roof. Shooting a web out into the night, he took off. A new Spider-Man was here to protect the city.


Unbeknownst to Harry and Gwen, there was a figure watching them arrive at the house, from across the road. He observed them getting out of the car and then going into the house. He stood in the shadows so as not to be seen. After a few minutes, he observed Spider-Man swinging away from the roof of the house towards the main part of the city. That was when a smile hit his face.

"Well done Harry, you go and be Spider-Man," he said to himself aloud.

He turned and walked down the street, heading away from the city. Peter Parker moved off into the night happy to be alive. He knew why he was alive and much was yet to come because of it. But for now it would be hard not revealing himself to his friends and Aunt May. It is better that they think he is dead, it would keep them safe. He would have to take on a new identity, one which would allow him the peace that he wanted. He had the perfect one. He would become Ben Reilly. Ben after his Uncle Ben and Reilly was Aunt May's maiden name.

He could hear a car approaching him from behind and he turned to see an empty cab. He signaled for it to pull over.

"Newark airport please," he said getting in.

The taxi pulled off on the way to the airport. He had no idea where he was going to fly to, but he knew that he was going to miss New York. One day he would return. One day when they had all forgotten about him.


Meanwhile in a car that was parked outside Harry's house, two figures were watching Peter depart.

"Do you think he will cope?"

"Defiantly, he is strong and someone doing what he is has to be strong."

"You have to be cold enough to fake your own death and leave your loved ones with no explanation."

"Not cold, definitely not cold. Loving and protecting are the words I would use. You saw what happened. This could have happened at any time and if we weren't there, the consequences could have been much worse. No this was the right thing to do. He can always come back later when things have died down and then make his status known and we will be there to assist him."

"That's if he survives the mission you have sent him off on. I give him 2 months."

"You really under estimate him May. He may only be a kid, but to have been through and done what he has over his life, that really has prepared him more for this than any of our agents."

"You always have had a soft spot for superheroes Coulson."

"Wouldn't have it any other way," Coulson replied with a sly smile.

May started up the car that they were sat in, watching where Peter had been standing and began to drive off back to the S.H.I.E.L.D headquarters. Peter Parker was about to have a rocky new life and she knew it, but would he survive this?


That is it, the end of this story. Peter is alive and Harry is the new Spider-Man, what could happen now? Look out for a sequel coming soon.

Please review if you liked this story.