Tell me there's something better. Go ahead, try.

How I spent my summer vacation, by Peter Benjamin Parker. I think I can sum it all up in one glorious, hyphenated word: Spider-Man!

Yeah that's me, part time student, photographer, and Avenger, and full time hero.

Of course, my life wasn't always fighting crimes and spinning webs. Believe it or now, there was a time when things were a lot less complicated…

"Whoa!" Peter let out as he was tripped to the ground.

As he landed, his books flew out of his hands across the floor and his glasses went flying off his face. The sound of laughter filled his ears as half of the football team leered over him.

"Watch your step, Puny Parker!" a quarterback with blonde hair and an ugly sneer on his face taunted.

Yeah, that's me. Not exactly the most popular guy in school as you can see. The giant gorilla looming over me is Flash Thompson, Midtown High's resident quarterback and general pain in the ass.

Peter was suddenly yanked off the ground, hanging by the collar of his shirt.

"C'mon Flash, you know the rules." one of the football players chastised. "Don't leave your trash in the hall!"

"My bad!" Flash laughed, opening the lid of a large trash can. "You mind?"

"Not at all!" the player replied.

"No, wait! Don't!" Peter protested.

Peter was then thrown headfirst into the trash can, the lid slammed down on top of him as the laughter started up once again. Peter tried to move, but the cramped space and various refuse made it nearly impossible. After a few seconds, the lid was lifted and a pair of hands pulled him back out. Peter groaned, wiping garbage off his face as he tried to make out the two shapes standing over him.

"You okay peter?" A female voice coming from a blurry blonde figure asked.

"Found his glasses." a male voice coming from a red-headed figure announced, placing the frames in Peter's hands. "Here buddy. Try these on."

Peter put the glasses back on so he could see his two friends more clearly.

Of course, just because I was Midtown's champion geek doesn't mean I don't have any friends. The blonde bombshell is Gwen Stacy, and the guy is Harry Osborn. They've been my best friends for as long as I can remember.

"Thanks guys." Peter responded as they walked off.

"Dude, someone's gotta pull your hide out of the garbage." Harry insisted.

"Besides, he's probably just upset because his coach has been riding him about his grades." Gwen rationalized.

"Yeah, probably." Peter replied. "Nice to know there's at least one thing I got over the guy."

"More like one thing you have over all of us." Harry corrected. "I probably would have failed math back in the sixth grade if it wasn't for you."

"Hey, you have been getting better." Peter insisted.

"At a snail's pace." Harry retorted.

"Ahem." Gwen let out. "Perhaps we can continue this discussion in biology. We're gonna be late if we don't pick up the pace."

"Oh, right." Peter agreed as they went off.

While I might not be big man on campus, I am held in high esteem when it comes to the classroom.

In the biology classroom, the students were working on their final exam in focused silence. Peter ran through the questions easily, his pace matched only by Gwen. Harry seemed to be struggling, chewing on his eraser and running his fingers through his hair as he tried to solve the problem. Flash just put down whatever answers he could, not entirely caring if they were right or not. Eventually the bell rang, signalling that time was up.

"Alright, pencils down and pass them forward." the teacher announced. "I'll have them graded by monday."

Everyone passed up their papers, then prepared to leave. As they did, the teacher spoke up once again.

"Mr. Parker, Miss Stacy, a word please?"

Peter and Gwen looked at each other curiously as they walked up to the teacher.

"I wonder if either of you are familiar with the work of Dr. Curtis Connors of Oscorp?" He asked.

Both immediately lit up.

"Are you kidding?" Gwen let out. "Dr. Connors is only the lead scientist of the genetics field!"

"Yeah, his studies on Cross-Species Genetics is incredible!" Peter agreed.

"I'm glad you both think so," the teacher replied. "Because I just got a phone call saying he's offering two internships to promising high schoolers. I recommended my two top students."

The two exchanged looks, breaking out into excited grins.

"Internships!" Gwen exclaimed once they were outside. "At Oscorp!"

"Gwen, do you realize how huge this is?!" Peter asked.

"Once we graduate, we'll have our foots in the door of the second biggest scientific company in Manhattan!"

"Imagine, high paying jobs at Oscorp." Peter marveled.

"You'd be able to take care of your Aunt and Uncle." Gwen went on. "And I could help my dad out!"

"This is… incredible!" Peter let out. "I gotta tell Uncle Ben and Aunt May!"

As he said this, a car horn went off from the street. The two looked to see an older gentlemen pulling up to the curb.

"C'mon Peter!" he called out. "Your aunt's got supper on the table and you do not want to miss it!"

See this guy? This is my uncle, Ben Parker. Take careful note of him. He's is gonna be very important in this story.

Peter climbed into the car as Ben began driving.

"You look happier than usual." Ben remarked, stealing a glance at his nephew. "Have a good day?"

"Yeah, but it was nothing compared to what I just found out." Peter told him. "I got an internship at Oscorp!"

Ben beamed with pride, giving Peter a gentle slap on the shoulder.

"That's great, Peter." he told him. "Just like I told you: work hard and try your best, and good thing will come your way."

"You were right, Uncle Ben." Peter replied.

Things would be coming my way because of this internship, but I had no idea how big they'd be.

The next day, Peter and Gwen stood in front of the Oscorp building, gazing up at the sheer size of it. Harry was with them, his hands in his pockets.

"Well, here we are." Harry announced in a lackluster tone. "The place my dad spends most of his time."

"Come on Harry, even you have to admit this place is pretty cool." Peter insisted.

Harry gave a shrug.

"Eh, I guess." he allowed.

"C'mon, we don't want to be late on our first day." Gwen said, grabbing both boys by the wrist and pulling them inside.

They entered the building and were astonished by the various projects and experiments that were being done by a plethora of scientists.

"Wow." Peter marveled. "This place is… big. I wonder which way to Dr. Connors."

"I think it's this way." Harry directed.

He then lead them through the lobby and eventually into a large lab filled with various insects, arachnids, and lizards. Examining one of the many spiders currently sealed in a small jar was a scientist with close-cropped hair and a set of glasses perched on his nose.

"Dr. Conners?" Peter asked.

The scientist turned, revealing the absence of a right arm, the sleeve up his coat folded up and pinned into place.

"Ah, you must be the two students Professor Warren told me about." He deduced.

"That's us." Peter confirmed. "I'm Peter Parker and this is Gwen Stacy."

Connors almost reacted to when Peter said his name, but chose to keep it to himself for now.

"Pleasure to meet you." Gwen greeted, offering out her hand.

"Likewise." Dr. Connors replied, shaking her hand. "I've heard good things about the two of you."

"Same here." Peter responded. "Cross-Species Genetics? It's revolutionary."

"It is a bit of a conversation starter around here, I'll admit." Dr. Connors replied. "The idea of transmuting ideal traits of different species into humans, could usher in a new age for our world. An age without pain, without suffering, without weakness. Of course, that's still a ways to come."

Peter smiled a bit before looking up at the collection of spiders Dr. Connors seemed to be studying from.

"Nice bug collection." Peter noted.

"The byproducts of our cross species work." Dr. Connors explained. "Before we start crossing the DNA of different creatures, we thought it best to combine the DNA of species of the same family. In fact, this little devil is our first success."

He tapped the vial containing a large, red and dark blue spider.

"This was the result of combining DNA from several species of spiders into one specimen." Dr. Connors explained. "Containing the best genes from multiple spider species."

"I call it the Super Spider!" a young voice piped up as a mop of blonde hair came popping up from under one of the lab tables.

Peter and Gwen turned to see a young boy standing up with a big smile on his face.

"Billy!" Dr. Connors let out. "Now where did you come from?"

"Mom said I could stay if I didn't get in the way." Billy replied.

"Sounds fair." Dr. Connors replied before turning to Peter and Gwen. "Now as for you two, we won't over do it on the first day. I'll show you around the lab and let you know what needs doing, but the real work can begin tomorrow."

The two turned and went to follow him, unaware that the jar containing the super spider was open, allowing it to crawl free of its prison. It scurried across the table, jumping onto Peter's right hand.

It's kinda amazing how the smallest of things can make the biggest impacts on our lives. That's kinda how I see this. One little spider changing my entire life, forever."

"Ow!" Peter let out.

He looked down at his hand and saw the spider, swatting it away. As an added measure, he stepped on it, flexing his hand as he did. Gwen noticed this, glancing back with concern.

"Peter?" She called out. "You okay?"

"Y-yeah." Peter replied. "Fine."

The rest of the day progressed on with Dr. Conner explaining various equipment and their functions. Peter tried to pay attention, but a burning pain in his hand kept distracting him. It got worse as a wave of dizziness hit him, his vision going blurry. Once it was time for them to leave, Peter practically stumbled out the doors to leave. Once he got outside, he stumbled into the street, his head aching and his eyes continuing to plague him. He pulled off his glasses to rubbed at his eyes, then he heard the truck horn. He quickly turned and saw a truck driving straight at him. On instinct, he leapt out of the way right before the truck made contact. Peter stopped to take a breath, but then realized where exactly he was.

Normally when someone's just experienced a scare, it's normal for them to lean on a wall so they have some tether to reality. However, I was literally clinging to the wall…

10 feet in the air. Needless to say, it was a lot to process all at once.

"I… I'm sticking." Peter realized as he began crawling up the wall. "And I'm climbing… but human beings can't do this! We can't!"

As he reached the top of the building, he reached out to grab a metal pipe and crushed it in his hand. In shock, he pulled back, leaving an almost perfect impression of his hand in the metal.

"Whoa…" Peter let out.

It didn't take long to figure out the source of my newfound powers: the spider. I didn't know how or why, but somehow, when that spider bit me, it gave me all its gifts. The strength, speed, and agility of a spider. Part of me wanted to freak out, but a bigger part of me had a different reaction.

"Wooo!" Peter shouted, jumping ten feet into the air.

I had to figure out just what I was capable of, so I went to a deserted construction site so I could practice in privacy.

Once at the construction site, Peter began leaping from girder to girder. He then grabbed hold of one and flipped off of it, landing near a cement mixer. Feeling ambitious, he grabbed it and tried lifting it up, though it took some doing, he was able to lift the large mixer over his head.

"Aw, man!" Peter let out. "This is incredible!"

He then set the cement mixer down and took a breath. As he did, his glasses fell out of his pocket, reminding him that he'd stuffed them in there when he'd started discovering his powers. He held them up to his eyes, finding it nearly impossible to see through the glass. He took them off and saw he was able to see fine.

"Huh." Peter let out. "Who knew spiders were eye doctors."

About that time, his cellphone went off, the caller ID identifying it to be from Aunt May.

Well, I had mastered my powers, but not time management. A skill I wouldn't perfect until… actually I don't think I'll ever get that right

"Hey, Aunt May." Peter answered.

"Peter, where are you?" May asked. "It's getting late, and supper's getting cold."

"I, uh, was walking home and I got a little lost." Peter told her.

"Oh dear, do you need your uncle to come get you?" May questioned.

"Uh, no." Peter reassured. "I think I know my way from here. Don't worry, I should be home in about.. 20 minutes."

"Alright, just be careful." May insisted. "We'll see you soon."

"Alright, love you." Peter replied before hanging up.

Not long after, Peter made it back home where Ben and May were waiting. Once he made it inside, he wasn't too surprised to find them sitting in the living room.

"Peter, you know that I was going to pick you up when your internship was done." Ben spoke up. "Why'd you try and walk home by yourself?"

"Sorry, Uncle Ben." Peter apologized. "I was feeling pretty great after the first day I thought I'd walk home. Guess I misjudged my knowledge of the city."

"Lose your glasses along the way?" Ben guessed.

"Uh… yeah." Peter answered, figuring that was the best answer.

"Oh Peter, you know those frames are expensive." Aunt May chastised. "I know you hate them, but you may need to make do with those contact lenses."

"That's… fine." Peter agreed, seeing it as a good excuse.

I gotta say, the thrill of the powers was still going through me even after dinner and going to bed. Even so, I couldn't help but feel something was missing. I wouldn't know what exactly until my next session at Oscorp.

The next day, Peter and Gwen were beginning their duties at Dr. Connors lab. As he did, Dr. Conner walked over, tapping him on the shoulder.

"Peter?" he asked. "Can I talk to you in private?"

"Uh… sure?" Peter answered, honestly confused.

The two walked off together, with Peter ever curious about the doc's intentions.

"So, what's up doc?" Peter asked before realizing his choice of words. "Didn't mean for it to come out like that."

"Quite alright." Dr. Connors replied. "I just needed to check something. Your… father. He was Richard Parker, right?"

Peter blinked in response.

Richard Parker, a name I haven't heard since I was seven. He and my mom did on and off work for the government, and were always going out on business trips. One day, their plane crashed and they were announced dead at the scene. It's how I ended up staying with Aunt May and Uncle Ben.

"You knew my dad?" Peter asked.

"That would put it mildly." Dr. Connors replied. "We were roommates in college and afterwards, partners here at Oscorp."

"Really?" Peter responded.

"Yes." Dr. Connors replied. "We were working on various projects, but there's one in particular I feel needs a Parker's touch."

"What's that?" Peter asked.

Dr. Connors and Peter walked into a room containing rows of white cables being processed and stretched by several machines.

"Wow." Peter let out.

"Impressive, isn't it?" Dr. Connors replied. "Attempts at bio-cables based on the webs of the cross species spiders. Your father thought they could be used for construction, natural disaster, and so much else. Unfortunately, I was never able to crack the formula without his help."

Peter walks over to the machines and sees several small metal cartridges on the table. Seeing the webs gave Peter an idea.

"I'd be more than happy to take a look." Peter reassured.

I finally found what I had been missing, a web. Hey, if I was gonna have the powers of a spider, I might as well complete the set. I got straight to work reconfiguring my father's designs.

In the basement of the Parker household, Peter began work reverse engineering the bio cable formula. As he scrutinized over the chemical compound, another conundrum struck him. He was going to need a way to contain, as well as shoot his new webs. He sketched out a few designs, eventually settling on something he could strap to his wrist.

He used some spare parts he'd collected over the years, eventually managing to construct a pair of web shooters. He tried testing the firing mechanism, but it just resulted in web exploding in his face.

In science, you gotta learn to expect trial and error. No one gets it right the first time, but eventually,

After some recalibrations, Peter tested it again, this time, shooting a webline from his work table to the wall.

You'll get a winner.


Filling up several cartridges of the web formula, he headed out into the city to test out his new toy. He stationed himself on top of a building overlooking a busy street. Eying a nearby crane, he took aim with the web shooter and fired, connecting with the crane. Peter looked out over the street, feeling a small sense of dread about just how high up he was. Taking a deep breath, he steeled himself as he prepared to take the plunge.

"Tally ho." He let out, stepping off the ledge.

Peter screamed in both fear and excitement as he swung across the street. His excitement turned to panic as he realized he was headed for a face first collision with a billboard. Peter tried to stop himself on the ground, but it was futile, Peter collided with the billboard and slid to the ground with a thud.

So crafting new technology, not that big a deal. Steering with it, took a little longer. So it seemed I had a complete set of spider abilities. Now all that was left was a way to put them to use.

As he pulled himself free of the billboard, he took a moment to read what it said.

"Win a thousand dollars! Last three minutes with Bonesaw!"

Peter read this and smiled with determination.

Looked like I found it, wrestling. Not the most intellectually stimulating I admit, but it would be a good place to put my powers to use, and not incidentally earn some cash in the process. Though if I was gonna go into the costumed wrestling biz, I was gonna need a look to match.

Once he got home, Peter got to work crafting his new look, taking whatever spare clothes and scraps of fabric he could get a hold of and bringing them to his room. Peter's sewing skills were admittedly somewhat limited, but he made do with what little skill in the craft he had. He also used a pair of dark tinted goggles to work as eyes for the mask.

One problem with spider power, spider vision. Best way I can describe it is that the world got dialed up to 11. I was hoping that the darkened goggles would help, even if they did look a bit weird.

After a lot of work, the costume was finally finished. Peter stepped in front of a mirror to get a good look. The costume was comprised of a sleeveless red shirt with a black spider symbol taking up a fair portion of the chest over a blue long sleeve shirt with matching sweatpants as well as red gloves and socks. The outfit was topped off a red mask with black goggles that had white lenses serving as the eyes.

"Not bad for a guy who only took a sewing class at age ten under the insistence of his aunt." Peter remarked. "Maybe could use some decorative webs… but this will do fine."

He gathered it all into a backpack, tucking his web shooters in as well, then began making his way out of the basement. Just as he began to open the door, he heard the sound of his aunt and uncle talking.

"Something's up with him." Ben told May. "Maybe he's too embarrassed to tell me or maybe I'm too embarrassed to ask."

"Peter's a growing boy." May replied, placing a hand on his shoulder. "He just needs time to figure things out."

"I guess so." Ben relented.

"Uh… hey guys." Peter spoke up, walking up the stairs and into the living room. "I'm going out for a bit."

"Where're you headed?" May asked.

"Heading to the downtown library." Peter told them.

"Uh, hey wait up, Pete." Ben spoke up. "I'll drive ya."

"I wouldn't mind taking the subway, Uncle Ben." Peter insisted.

"Come on, I need the fresh air." Ben told him, standing up and grabbing his keys.

The two were in the car not long after that, Peter keeping a tight grip on his backpack. Ben glanced over at him, as if trying to figure out a puzzle.

"So, where are you really going?" Ben questioned.

"Uh…" Peter let out, freezing up slightly. "To the library. Like I said."

"Come on, Peter." Ben chastised. "I may be old, but I'm not senile yet."

"I never thought you were." Peter insisted.

"Then why do you think such a thinly veiled lie could fool me?" He asked. "You're not in trouble, I just want to make sure that you're making the right choices."

Peter let out a breath before speaking.

"Uncle Ben… can I ask you a hypothetical question?" Peter asked.

"Of course." Ben told him.

"If you had… talents," Peter began. "Talents that you could do better than anyone else, it wouldn't be wrong to… cash in on them, would it?"

"Well, that would depend on what kind of talents we're talking about." Ben replied, trying to come up with a good example. "Take your father for instance. He was always the smarter of the two of us, and he wanted to use his knowledge to help those around him."

Peter looked up in intrigue.

"I remember once I asked him if he ever thought about using his knowledge for something else." Ben continued. "Like start his own company or something. But he said that it be nice, but just because you can do something doesn't mean you should. He felt that if you could do good things for people, you had a moral obligation to do those things. The way he put it was 'you could have the power to change the world, but with that great power there must also come great responsibility.'"

Peter sat there for a moment, mulling over his uncle's words, unaware that the car had come to a stop.

"But like you said, it's just a hypothetical question." Ben sighed, feeling like he didn't make a dent. "I'll swing by here around 7."

With that, Peter got out of the car and Ben drove off.

I didn't mean to make Uncle Ben feel inadequate, but I had a lot on my mind at the time. I hoped to make it up to him later, but fate had other plans.

"Llllladies and gentleman!" the ring announcer called out. "Are you ready for the smackdown!"

The crowds cheered in excitement as the wrestler in the ring stepped forward and took the mic.

"Bonesaw is ready!" He declared.

The announcer took the mic back and let out a small chuckle.

"Well then, let's see who dares to step into the ring with the undefeated, the invincible, Bonesaw!"

The crowds cheered again as the spotlights showed around the stadium. One of those lights stopped on someone walking towards the ring. It was Peter, fully decked out in his costume.

"I dare!" He proclaimed, walking up to the ring. "

The announcer got out of the ring and walked over to Peter.

"Hey kid, cute get up, but there's a reason they call him Bonesaw." He told him.

"That cash prize legit?" Peter asked.

"Yeah." he confirmed.

"Then I'm in." Peter declared.

The announcer gave a shrug.

"It's your funeral kid." he finally decided. "You got a name?"

"Call me…" Peter replied, thinking for a moment. "The Spider-Man."

"Catchy." He admitted before turning to the audience. "Ladies and Gentlemen, we have a new contender tonight! If he can survive just three minutes in the cage with Bonesaw, then the sum of one thousand dollars will be rewarded to, the terrifying, the deadly, the amazing Spider-Man!"

The crowds exploded into cheers as Spider-Man made his way into the ring, where Bonesaw was waiting for him. His heart was beating a mile a minute, but under his mask, he was smiling.

"Well, this should be fun." Spidey remarked.

Just then, a large cage began lowering from the ceiling and surrounded the two combatants.

"Guess it's too late to go to the bathroom, huh?" Spidey asked.

"Sorry freak, you're going nowhere." Bonesaw told him. "I got ya to myself for three minutes. Three minutes of play time."

"Then let's play." Spidey challenged.

The bell rang and Bonesaw charged at Spidey. Spider-Man quickly back flipped onto the bars, causing Bonesaw to crash right into them. After falling to the ground, Bonesaw picked himself up and looked up at Spider-Man.

"What are you doing up there?!" He asked.

"Staying away from you." Spidey told him. "Cute outfit by the way. Do they come in mens sizes?"

Bonesaw then leapt up to grab him, but Spider-Man just flipped off and landed behind him. Spider-Man quickly turned around and saw Bonesaw running at him. Thinking fast, he shot two weblines at the end of the roof of the cage, allowing himself to flip over Bonesaw before landing on the other side of him.

"Stand and fight you little coward!" Bonesaw yelled as he ran towards him.

"Nah, I'm good," Spider-Man replied.

He grabbed one of Bonesaw's arms and threw him into the bars of the cage. The man reverberated off the bars, somewhat disoriented, and completely pissed.

"Better than good actually," Spider-Man continued as Bonesaw rushed him again. "one might even say great!"

He leapt over Bonesaw and kicked him in the back, causing him to collide with the cage bars again.

Another benefit of my new spider powers? My spidey-senses. It's as if every cell in my body is warning me of danger, which made dodging Bonesaw's punches as easy as 1, 2, 3.

"I'm gonna squash you for that, insect!" he swore, taking a swing at Spidey.

"You're welcome to try." Spidey challenged, ducking the strike before grabbing Bonesaw and lifting him overhead. "But I think you'll find,"

Spider-Man then threw Bonesaw to the ground, causing him to fall unconscious.

"The match is over." Spider-Man finished.

The bell rang again, and everyone just started cheering, jumping to their feet and shouting 'Spider-Man' over and over again. The cage lifted and the announcer came in, grabbing Spider-Man by the wrist and throwing his hand in the air.

"Ladies and gentleman, your champion! The spectacular Spider-Man!"

Spidey couldn't help but pump his other fist in the air as the crowds cheered.

I gotta admit, even if I was wearing a mask, I couldn't help but feel I was showing off to Flash and all those jerks who thought I was just a nerd. And man it felt good.

At the fight promoters office, Spidey's grin remained plastered on his face as the promoter stacked several hundreds on the desk.

"800, 900, 1000 dollars." the man counted before picking up the stack and handing it to Spidey.

"Sweet!" Spidey replied, taking it. "Well, let me know if you have any more champs for me to thrash, will ya?"

"Easy kid." The promoter told him. "Enjoy your win."

"That I will." Spidey replied, leaving the office.

Needless to say, things were looking up. I had the powers, the look, and now the cash to boot. I was on top of the world… for about five seconds.

"Stop! Thief!" a voice called out as Spidey reached the elevator.

Spider-Man turned and saw some guy running out of the offices with a security guard chasing after him. The thief barreled past Spider-Man and pressed the button on the elevator. It opened and he slipped inside as Spider-Man watched the whole thing.

"Thanks, kid." The thief let out as the doors closed, protecting him from the pursuing guard.

The guard slammed his hand against the now closed elevator as Spidey made his way towards the stairs. Upon seeing Spidey making his leave, the guard turned to him angrily.

"What's the matter with you?!" He asked. "You let him go!"

"Hey sorry pal, I'm a wrestler, not a cop." Spidey dismissed, making his way through the stairwell door.

"He's getting away!"

"Not my problem."

I know that seemed heartless, but I didn't really care at the time. I'd been pushed around for a long time and now I finally had a name for myself. All I cared about then was taking care of number one, me. A little lesson for those hearing this, if you look out only for yourself, you'll be the one who pays the biggest.

Back in his usual attire, Peter walked down the sidewalk towards the library. As he did, several cop cars whizzed passed, as well as an ambulance. He didn't think much of it until he rounded the corner to the library, seeing a fair-sized crowd gathered on the sidewalk.

"What's going on?" Peter asked.

"Carjacking gone wrong." one of the people answered. "Some guy got shot."

Over the crowd of people, Peter could hear a cop talking to who he could only assume was the victim.

"Sir, stay with me." the cop insisted. "What's your name?"

The next two words made by blood run cold.

"Benjamin… Parker..."

Peter moved on instinct, shoving his way through the crowd. One of the cops trying to keep the crowd back moved to intercept him.

"Son, you need to stay back." the cop insisted.

"That's my uncle!" Peter insisted, moving past him.

Peter dropped to his knees next to his prone uncle. There was a hole in his shirt that was oozing badly. The old man weakly turned towards his nephew, slowly lifting his hand towards him.

"Peter…?" he whispered.

"I'm here Uncle Ben." Peter reassured, tears pouring down his face as he took his uncle's hand.

"Never… forget..." Ben wheezed.

With those last words, Ben's eyes went out of focus and his hand went limp, slipping out of Peter's before falling to the ground. The tears in Peter's eyes began increasing as the cops gently ushered him away from his uncle's body. A medic put a sheet over him, closing his eyes as he did. Peter backed away from the scene in utter anguish. As he did, he overheard two more cops speaking.

"Any idea where the perp went?" the first one asked.

"Units are tailing the car down main street." the second one explained. "Looks like he's trying to lose them in the warehouse district."

Upon hearing this, Peter's eyes flashed open in anger. He then took off from the scene and down a nearby ally. He shed his normal clothes and donned his Spider-Man costume once more, shooting a web up at a building and swinging off it. He stuck to the side of the building and climbed up it, reaching the roof and sprinting across it.

I had no idea who this guy was or why he did what he did. I just knew I wanted him first. The police could have whatever was left after I was done.

After a bit of traversing, he caught sight of a police car chase, recognizing his uncle's car in a heartbeat. With barely any thought, he leapt off the building and shot out a web, swing across the street before leaping off and firing another web. This one allowed him to easily swing across the street without fear of hitting anything. With one massive leap, he flew through the air and landed on the hood of the car.

Rage filled his face as he punched through the windshield, startling the man behind the wheel. The man's face was covered by a ski-mask, but from what little Spidey could make of his expression, it was clear they were terrified. Yanking the wheel, the man tried to throw Spidey off the hood. This constant swerving caused the man to crash into the gate of a nearby warehouse. Spider-Man quickly leapt off before collision and landed on the arch of the gate, seeing the killer pull himself out and run inside.

"Big place." Spider-Man noted. "He could lose the entire police force in there. But not me."

Inside the warehouse, the killer made his way through the building, looking around for anyone that might have followed him inside. Seeing nobody, he let out a sigh of relief. As he turned back around, he found himself face to face with an upside down Spider-Man

"Going somewhere?" Spider-Man asked full of anger.

The man screamed and stumbled backwards, grabbing his gun and aiming it at Spidey. Spider-Man easily dodges the shots as he lands on a wall.

"What do you want?!" The man demanded.

You stole the life of a good man tonight." Spider-Man snarled. "A good man with a loving family. And you did it for his lousy car!"

The man shot at him again, but Spider-Man just flipped off the wall and landed in front of him. He shot out a web that attached to the gun, allowing him to whip it out of his hands. The man turned to try and run, but Spider-Man leapt onto the wall and bounced off, landing right in front of him.

"Don't bother running." Spider-Man told him. "There's nowhere you can hide.

Spider-Man then grabbed him and threw him near a window.

"Hey, don't hurt me." the man pleaded. "Just give me a chance!"

"What about Ben Parker?!" Spider-Man shouted back. "Did you give him a chance?! Did you?!"

Spider-Man then picked him up and slammed him against the window. He then pulled off the man's mask to see his face, and what he saw shocked him to his core.

It was him. The thief I let get away. The man I couldn't be bothered to stop because it didn't benefit me. One act of selfishness… and it cost me everything.

"No…" Spider-Man let out, shocked. "No it can't be you!"

Spider-Man set him down and took a step back in realization of who this was, and what he had done. The thief took a step back in fear, trying to keep his distance, but he accidentally tripped on a stray pipe and fell out the window. He would've fallen to the street if he hadn't grabbed onto the ledge in time. The crash snapped Spider-Man out of his shock. He went to the ledge, finding the thief dangling over a very deadly drop.

"Help me!" the thief begged. "I'll turn myself in! I promise! Just don't let me die!"

"I should." Spidey snarled. "Let you suffer the same fate you saw fit to inflict on Ben Parker!"

At that moment, the thief's grip slipped and he began falling. He didn't get far before a webline shot out and grabbed him by the arm, leaving him dangling in the air.

"But he wouldn't approve." Spider-Man declared.

He then took off into the night, leaving the thief to be apprehended by the police.

It took longer than it should have, maybe too long, but in that moment, I finally understood Uncle Ben's words. That in this fragile and material world, with great power comes great responsibility. And in that moment, I swore that I would never shirk my responsibilities again. As long as I had my powers, I would use them to protect the people of this city, so that no one would suffer the kind of loss I did. It was then that I decided to truly become… Spider-Man.