Spider-Boy by Blitzkrieger

Words: 86k+

Link: -https://m.fanfiction.net/s/11977419/1/

( A redo of my Spider-Boy fanfic, where Spider-Boy is younger, and it takes place before the Civil War: A young boy arrives in NYC to find his father who just happens to be Spider-Man. Now with a Spider-Boy in the world of MARVEL, heroes and villans will all want a peice of him and the fate of Marvel Universe will never be the same. )

Chapter 1: New Kid

ALRIGHT SO, THIS IS JUST AN ALTERNATE VERSION OF MY SPIDER-BOY WHERE IF YOU'VE READ THE FANFIC THAT I WROTE FOR IT ORIGINALLY HE NEVER WOUND UP AS A GLADIATORIAL SLAVE IN THE CRIMINAL UNDERWORLD. INSTEAD HE'S ABOUT 10, AND THIS TAKES PLACE BEFORE THE CIVIL WAR.

NEW YORK CITY

Spider-Man swung around the city of New York in the afternoon, his red and blue suit kept his identity hidden as some people would look up and see him.

Well Parker it's just another day in New York; as always for me, Jonah's always wanting a new picture of yours truly, I'm struggling to get money, all I need now is some super powered nut job to-

His train of thought was destroyed by the sound of an alarm from a bank down below blaring with both its two doors ripped off and walking out of them in a green suit with yellow gloves, round glasses on a pale pudgy face and brown bowl cut of hair, holding two big bags of money was none other then Doctor Octopus.

Looks like they're playing my song

Spider-Man swung down and landed in front of the supervillan, "Hey Doc Ock, are those four mechanical limps or are you just happy to see me?" he asked as he the cyborg turned to look at him "Spider-Man, why must you always pester me?" he cursed as Spider-Man leapt up and shot a ball of webs out of his web shooter at his enemy.

The webs splattered right onto his glasses and blinded the super villain, "Curse this bonding agent?" he shouted dropping the moneybags. Spider-Man quickly shot two more webs at the mans robot arms sticking them to the pavement. While Doctor Octopus tore off the webs with one of his mechanical arms he saw a webbed red-gloved fist heading straight for him. Before he could react Spider-Man clocked the Supervillan straight in the jaw.

Doctor Octopus fell to the ground out cold as Spider-man saw two cop cars roll up. "Well my community service is done for the day." He said to himself as he shouts a web out of his glove to the two bags of money. He picked them up and carried them over to the cops, "Thanks Spidey." One of them said taking the money while the other grabbed Doctor Octopus.

After Spider-Man swung off, he heard and felt a vibrating sound coming from his pocket. He landed on one of the cities many skyscrapers and answered the cellphone. "Yellow?" he asked.

"Hey there Tiger, we still on for tonight?" even though he was wearing a mask, Spider-Man smiled "What kind of husband would I be if I didn't, be home at six." He said as the other end of the line replied "Don't be late I've got a surprise for you."

The phone call ended as he shoved it back in his trousers.

Out of all things in my bleak existence of superhero stuff, journalism, and no money, MJ is the best thing to ever happen to me; still I don't care much for surprises.

HOLLAND TUNNEL

Not to deep under the Hudson River on Interstate 78, a long distance bus was driving straight through the tunnel. While a few other cars were in the tunnel as well.

Inside the bus where various people, some elderly, a few others even a few wayward teens with suitcases but the most unusual one was a young boy sitting al the way in the back looking out the window. He wore an orange zip up hoodie, with grey pants and beat up shoes that had tape on them so they stayed together. His only luggage was a small backpack at his feet as he sat curled up looking out the window. He has long bushy light brown hair fair skin and green eyes.

Hi my names Adrian, I'm ten years old and have traveled a really, really long way to get here. Like a whole year, why well I'm an orphan and in hoping to find my dad who lives here...? Here's hoping I do.

"Hey Pipsqueak?" Someone said next to him.

The kid looked up to see a girl with all black hair and clothing. She had shoulder length dyed black hair black eyeliner with black lipstick to that didn't compliment her bright blue eyes. A choker with a skull on it was around her neck, she wore a black swear shirt with fishnet gloves and torn up fish net stockings on her legs over a purple and black stripped skirt also wearing black boots to add to the over all blackness she looked like she was 15. "Hi Sarah." He smiled at the ego girl next to him "Told you already pipsqueak names Zara." She said, the to the Pipsqueak Adrian

Sarah or Zara as she calls herself and I both found out we we're both heading the same way me to find my dad, and here to try and get away.

He noticed Zara/Sarah was holding two cans of what looked like refried beans, "Traded one of the guys up front for my cigarettes." She said sitting down next to the younger boy she handed him a can and he opened it "Still got the spoons?" She asked.

He nodded, before reaching into his backpack and pulling out two spoons. She took one as she opened her can and they started to eat.

"So, you like... Really think you'll find your dad?" She asked him in a sullen voice.

After he took his first bite and swallowed he nodded "Yeah, I've got a pretty good idea on how." He said cheerfully "Do you think he'll be excited to see me?" He asked her.

Zara cocked her black eyeliner brow "Does he know you're like even coming?" She asked him. Adrian's smile faded, as he shook his head "No."

He replied taking another bite of beans, "Then I don't know, me I bet my dad is glad I'm gone." She said eating some more of her beans.'

"Have you figured out what you want to do in New York?" He asked.

Zara shrugged "Eh, maybe I'll get caught in a freak accident become a super villain?" Adrian laughed a bit "Then I'll be the superhero who stops you."

The bus continued down the Holland tunnel and was almost at the end. "Well it's been fun Pipsqueak, but I think this is it?" She said as they came out of the Holland Tunnel and into night air or New York City, the sprawling skyscrapers shinning with lights, as the concrete jungle seemed to dwarf everything around it. "Whoa?" Adrian said seeing it "Yeah it's so much bigger then like... Yeah." Zara said as they both looked out the window.

Eventually the bus came to a halt at a large bus station. Everyone started to get off as the two younger passengers approached the exit they looked at the driver a large African American man with gray black hair "Have nice one Sal." Adrian said as he waved goodbye "And good luck to you too kids." He said as they got off the bus.

As people got on and off other buses both the teenage girl and little boy stood there looking at one another, "Thanks for the spoon again." Zara said handing it back to Adrian, "Hope you find your dad."

"Zara?" He asked as she turned away she looked backhands in her pocket "Like. Yeah?" She asked him "I don't think your dad hates you?" Adrian said as she smiled at him with her droopy eyes "Maybe."

As she left, Adrian looked around at the city, before taking off.

With the backpack from the bus on his back and his hands in his pockets the young boy stuck out like a sore thumb in the night of the city.

Okay, so I finally made it to New York, now comes the hard part because... How am I supposed to find someone I never even met? Or seen his face... Well no ones ever seen his face.

Adrian looked around hoping to see something above them but nothing only to see nothing. He walked down the streets of the city alone as he turned the corner of a busy street down a sidewalk where there was nobody else. He walked past an alley where someone emerged from the shadows, "Little kids shouldn't be out this late?" Adrian turned around to see a full-grown man in a heavy jacket and hold holding a knife behind him.

"Why don't you come with me?" He said walking toward Adrian who stepped back. But from behind another thug had appeared from the alley and was running right up to the boys flank. The second before he could be flanked the boy back flipped kicking the knife out of the mans hand and bouncing off the second making him crash into the first thug. But before he lands he caught the knife in one hand and flipped it around so he held the handle out to them.

"Want to try again?" Adrian asked. Both thugs shot up and stumbled one another as they ran off into the night.

Okay well it's late, so I'd probably need to find someplace to sleep.

Adrian walked out of an alley, dusting himself off he had his hood down and was yawning.

I should be use to sleeping on concrete but it still sucks.

The young boy started to walk through New York, over and under. He hitched a ride on a subway, walked through central park and even Wall Street. Adrian eventually made his way to Central park where he sat down on a bench to take a break.

Man, I should have found him by now.

While he took his break, Adrian saw two shadows get cast over him and looked up to see two of the NYPD standing over him. "Shouldn't you be in school?" one of them asked him. Adrian cracked a weak smile and stammered out "I. uh I am, we're on a field trip, and-" "Like we haven't heard that one before?" the second cop said as they seemed to tower of the small boy.

Adrian grabbed his back pack as the cops spoke "Come on kid, where are you parents?" he asked him but before Adrian gave them a response he leapt over the other side of the bench and ran into the small forest of trees that was Central Park. "After him?" one of the cops said as they chased him through the park. Adrian broke into a dead sprint as he dashed across a sidewalk through a group of joggers the cops catching up to him.

He eventually ran out of the park and straight into traffic where some of the cars stopped honking at him and one he had to slide on the top over it as the cops had to wait, "Stop that kid!" the other cop shouted as he ran over a sidewalk pushing past and running around people. The cops pushed through the pedestrians as Adrian rounded a corner down an alley trying to get one of his shoes off for some reason. "We got him that's a dead end." The cop said to his partner but when they rounded the corner too they saw nothing but a few over flowing trashcans, a stray cat and newspaper pieces blowing in the wind.

"What the?" one of the cops asked as they started to look around the alley but should have been looking above. High on the top of one of the buildings that made the alley was Adrian shoes in his hand backpack over his back. Sighing he sat down to catch his breath.

Every city there is a cop or cops trying to chase the sad little runaway from home, but I'm not running away, I'm running home… I think. I should have found him by now and-

His train of thought was thrown off the rails at the sound of a loud explosion, "Huh… wait this New York… so… why not worth a look?" he said opening his back pack inside was a red and white piece of cloth and two things wrapped inside it.

A FEW BLOCKS AWAY

"Come on Sandman, your going to make me late, can't we do this another time?" Spider-Man asked as he dodged another wave of sand from, Flint Marco the brown short haired meat head of a man, or sand head of a man with and entire body made of sand with the exception of the green stripped shirt he wore. "What's wrong bug brain… AREN'T I ENOUGH FOR YOU." He shouted shooting another sand blast at him. They were in the middle of a street with a few cars topped over and broken light posts.

Spider-Man dodged trying to shoot a web at Sandman but his head split with sand in the middle and the web went right through, "Sandy, you know how I enjoy our dates, but I've got a real one so lets wrap this up?" he said as he landed in front of the giant sand villain who started to laugh "Wrap it up… good idea!" Marco said as Spider-Mans Spider-sense flared a giant wall of sand surrounded him on all sides cocooning him in the sand with only his head sticking out.

Sandman laughed out loud triumphantly "Hahaha, now I'm finally going to squash you."

Like I haven't heard that one a million times before? No time for jokes Parker got to think of a way out of this, if I can get Sandman distracted it should break his concentration?

The webbed wall crawler started to struggle with all his might "Sandman behind you!" Spider-Man shouted at him Marco laughed, "What you think I'm going to fall for that?"

Well it was worth a shot and-

"Hey sandbag!" someone shouted as, Sandman turned around to see Adrian hood up, but he had on a simple Halloween costume like spider-man mask on hiding his face but showing his green eyes through twos mall holes in the white parts of the mask. He flew down bare foot forward right into Sandman's face; he solidified making the boy bounce off him. But enough time for Spider-Man to break free from the sand coffin forming around him.

Quickly spider-man held up his hand and shot a web out from it right fire hydrant, "Hey Sandy, surfs up!" Spider-Man said tearing the hydrant right off the street "NO-ova-a-aahuh" Sand Man started to scream as the water from the fire hydrant started to dissolve Sandman into a muddy puddle. "Ha-ha, sweet." Adrian said under his mask looking up at Spider-Man, "Yeah nice job kid, and see you later." Spider-Man said.

"Wait, your not the least bit curious about a kid wearing a Spider-Mask?" he asked as Spider-Man looked away raising his arm up and shooting a web up. "Look kid, whatever crazy side kick fantasy you have, I can't really do it now I'm late." He said before turning around and swinging off.

What a dick?

Up above Spider-Man had landed on top of a building; he took out his cellphone and opened it.

Geez, kids today it's-

"Hey!" Spider-Man dropped his phone and looked behind and also down to see Adrian standing their mask still on, standing on top of the same building. "What the-?" Spider-Man said seeing the kid, "How did you get up-" "I climbed." Adrian said arms crossed, "What are you some parkour kid?" Spider-Man asked the boy in front of him.

Adrian dropped his arms to his side, "What no, seriously, how do you think I got up here so quick?" he asked him, Spider-Man groaned "Kid if this was any other afternoon, I'd love to hear it but right now. I-have-to-go!" he said as started to walk off, he started to dial in the phone as he swung off to another building across the street over a 20 feet gap. The building was a small corner shop with other building right next to it. Spider-Man looked back and as the phone started to ring he dropped it at what he saw. Adrian was backing up before running straight at the edge of the roof "Kid-" before he could finish. Adrian jumped off the building sailing across the air and landing just on the edge of it right in front of the webbed wall crawler. "-don't?" Spider-Man said as Adrian stood in front of him "No, It took me way to long to get here and find you." He said holding his hands out wide, as Spider-Man was still trying to wrap his head around the fact the kid had jumped all the way across the street to another building. "How did you?" Spider-Man asked.

"Same way I can do this?" Adrian said jumping to the nearest buildings outside wall and sticking to it just like Spider-Man.

"How… give me a sec." he said to Adrian as he picked up the phone and shut the door.

Okay… just think Parker… oh MJ will kill me

THE SHARED APARTMENT OF PETER

AND HIS WIFE MARY JANE PARKER

Later as the sun had set and the dark night sky covered Manhattan, a slender gorgeous women was sitting at at a couch in a dark we room with two candles wearing a dark black strapless dress that went up to her thighs where her long red hair down over her back, with matching black shoes. "Come on tiger?" She groaned tapping her nail against the table as she heard a window open. Her annoyed patience that had been strained for the past hour finally faded as she leaned back on the couch as sexily as possible. "MJ?" The voice of Spider-Man said from outside the window as he peeked inside

"Come and get it tiger?" She cooed as saw her.

Oh god... Parker luck I hate you?

He held out his hand "Could you uh... Put...'put something on?" He asked her, Mary Janes smile dropped, "What?" She asked, "Whose in there?" Behind Spider-Man was Adrian who still had his mask on, Spider-Man quickly shushed him "Wait is somebody out there?" Mary Jane said getting up and grabbing the nearest couch blanket throwing it over herself just as she did. Adrian swung around under the window sill and sticking to the ceiling, "Oh hey?" He said seeing Mary Jane who screamed at the sight of the boy "Don't freak out don't freak out!?"

Spider-Man said swinging in trying to calm her down, "Pet- Spider-Man who is this?" She asked trying to hide his identity, "Who is she?" Adrian asked.

"He's- she's-" he tried to answer both at the same time, "I've been waiting her for over two hours?" Mary Jane barked at him, "I know I know-" "Wait is she Black Widow- are Black Widow?" Adrian asked looking at one of the other, he was ignored by both adults as Spider-Man held up his hands as Mary Jane loaded into him.

She had her arms crossed "I said I have something for you and you bring this kid over here?" She asked him, "I know, I know But MJ he-"

Mary Jane shook her head "It's not his fault that you missed out on this?" Mary Jane opened the blanket around her revealing her lingerie and perfect body Spider-Man dropped both his hands at the sight of such a body and both the man and boy said at the same time "Whooza?"

"Good night." She said throwing the towel around herself before walking to their bedroom door and slamming it on both of them. "Wait that wasn't Black Widow... Was she-?" He stopped looking up at Spider-Man who was glaring down at him through his mask "What?"

Later, Spider-Man was leaning on his kitchens counter table looking at Adrian who was sticking to the wall opposite of him still wearing the mask.

Neither of them had spoken for at least thirty minutes, "Okay… clone?" Spider-Man asked him, "…What?" Adrian asked the walled web crawler, "Sorry, just wondering… you stick to walls, jump like me… now tell me you ever get a tingling sensation in the back of your skull when your in danger?" Adrian nodded, "Uh-huh… okay what about when you touch stuff and it dies?" he asked the boy, who again said "What?" a brief pause arose between the too till finally Adrian spoke.

"Look..." Adrian pulled off his two cent mask and looked at the simple cloth, "I've had a long time like practically a whole year to come up with something to say to you?" He said as he clutched in his hands "And I thought like would say something stupid, angry or funny but I think I'll just come out and say it?" He said looking Spider-Man in the lens covered eyes "You've seen that I'm like you like... You know and I... I think your my dad."

Spider-Man stood there, arms still crossed as Adrian looked at him, "Well say something?" Adrian asked him.

"I do say something." Spider-Man said looking right at the boy "I say no, in fact I say hell no!" He snapped at Adrian who dropped the mask and backed up on the wall "W-hat?"

Spider-Man held his finger out "You can't obviously expect me to believe this, it's...'it's insane." He added as Adrian looked at Spider-Man.

"But-" "But nothing, do you know what I've been through with clones, what's it's done to me be my family personally." He shouted at the child who's eyes started to get puffy.

Before the not so friendly neighborhood Spider-Man could continue Adrian leapt off the wall grabbing is fake Spider-Mask and broke for the still open window jumping out without saying a word into the night sky.

Spider-Man looked at the window before sighing as he pulled off his mask he heard the door to his and Mary Janes room open. He looked to see her wearing a night robe instead of a blanket. Glaring at him holding a lamp, "What?" He asked her his Spider-Sense flared as MJ through the lamp at him "MJ what's gotten into you?" He asked her "You Peter!" She snapped. At him as she stepped toward him "What's the matter with you he was just a kid and you sent him away thinking he's nothing?" She barked at him, "MJ be serious, I... I can't be a dad not-not yet?" He said back to her as she turned her back to him "That's not the point Peter, he... He was just a kid and-" "And how do we know if that's just another clone disguised as a kid, with the Jackal already back-" as Peter had interrupted her she spun back around holding a finger to his face "Don't! Of course I remember you don't think I've thought about that Tiger, I thought you were suppose to be better then the Jackal and all the villains?" She hissed at him.

Spider-Man growled being back into a corner, "I-he-you...aaaugh Fine I'll go get him." He said putting his mask back on and walking to the window "And be nice about it!" MJ shouted at him as he swung out after Adrian.

Elsewhere in the NYC, Adrian had climbed to the top of a very tall construction site, the building only had the metal beam like frame and only looked like it was halfway complete. Adrian was sitting on the very top metal beam, in the fiddle position he had his mask on still but through the two small eyeholes it was clear he had been crying.

What was I thinking, who am I kidding nobody would believe a kid coming up to him and saying "I think I'm your son" yeah that's good idea... What did I do wrong?

He buried his head into his knees as he wept.

I didn't mean to do anything bad, I just... Just wanted to... See my dad

Suddenly a large shadow appeared behind him, as something gooey and wet landed on his head he finally noticed and looked up to see a behemoth of dark black flesh with a jagged white spider on its chest two big white eyes and a slobbering long tongued jagged tooth mouth drooling over him "We think it looks tasty?" The symbiotic monster Venom said to the boy.

Not to far from the kid, Spider-Man swinging through the buildings.

Okay maybe I shouldn't have been so blunt, but how can this kid be mine. It doesn't make any since and-

His thinking was halted when he heard a loud crashing sound coming from the same construction site Adrian was at.

"Oh come on, I don't have time-" he started to say until he looked closer and saw a bright orange swear shirt dangling off the top of the construction site, "Of course."

Back at the construction site, Adrian yanked himself up and saw Venom approaching him "It smells just like Spider-Man... We think it'll taste the same too?" Venom growled out at him. The boy jumped over him pressing his palm against the monsters head and landing behind him.

Oh man, oh man, oh man

Adrian started to back up too petrified to do anything as he got cornered up against a concrete wall with Venom closing in. But before Venom could sink his teeth into him two webbed red boots slammed into its face sending the monster to the edge of the top of the construction site. "Spider-Man?" Adrian said seeing Spider-Man standing next to him, "Who else, now let me take care of tall dark and gruesome." Spider-Man said as Venom got up.

"Spider-Maaan." Venom growled "WE MISSED YOU." Venom roared charging eight at Spider-Man who did the same but before they met he dropped to the floor sliding on it as he shot two strand of webs attached to Venoms chest. Jumping up to his feet dragging the monster off its feet and making Venom slam into the concrete floor hard. Venom got up and saw Adrian shooting a massive tentacle arm toward him Adrian easily dodged it back flipping onto one of metal beam after the other. Venom gave chase forcing the child to climb and jump to the multiple metal beams on the top like a giant jungle gym. Spider-Man followed them till all three stood on the metal beams "Venom?" Spider-Man said leaping over to him and smashing his fist into the black alien parasite covered monster. He shot a web out to the nearest beam swinging around it so he landed on the same one as Adrian.

"Kid get out of here now, I'll come get you afterwards." Spider-Man instructed "No, I can help?" He protested "Help by getting out of the way." Spider-Man ordered leaping over to the same metal beam Venom was recovering on.

Have to end this quick.

Venom balanced itself Spider-Man and roared, the bug brains shot a web at Venom who dodged but Spider-Man yanked himself forward tackling the creature off the top of the tower down into the lower levels. As they fell through the air kicking and punching at one another Adrian watched from above. With venom on top they crashed through at least three levels of concrete, "We can taste you on the other one Spider-Man, we can't wait to tell you how he tastes?" Venom drooled out as he held up a giant fist to crush Spider-Man.

"Well I've got something that'll taste even better so taste..." Spider man grabbed both sides of Venoms head "This!" Then slammed his head right into Venoms with a very loud

THOK

Venom grabbed their forehead and moaned "OW! That... That really hurt u-us-s."'it stammered wobbling back a few steps, "Ah my spider sense tells me I'm going to be feeling that tomorrow." Spider-Man said trying to get to his feet also a tad bit stunned. "We may not get to eat you or the other one, but we'll sure make it so nobody else does." Venom said recovering as it ran to the nearest support beam. He grabbed it and tore or right out of the floor and ceiling. Then chucked it right at Spider-Man who instinctively dodged with the help of his Spider-sense. Venom started to tear the pillars out left and right and hurling them at Spider-Man.

"Venom stop you'll bring the whole site down?" Spider-Man shouted dodging the various support beams "That's the idea." Venom shouted tearing out a big beam and suddenly the whole construction site lurched. The ceiling and floor started to crumbled under the weight of the upper levels. Spider-Man ran to the nearest exit out of the building with no walls but found it rather difficult as parts of the construction site were falling down around him.

To

He dodged a falling piece of rubble the another

Much

Shot a web out to yank himself forward

debris

He was almost there

Can't doge it-Aah

A stray piece of rubble crashed into the back of his head, Spider-Man collapsed to the ground as the building fell around him.

...

...

...

...

"Don't be dead... Don't be dead, don't be dead?"'

...

...

Spider-Man weakly opened his eyes the night sky overhead but over him was Adrian mask off shaking the wall crawler, "Uugh... What happened?" he asked the boy sitting up and feeling his head.

"T-the building was coming down, you were just lying there so I grabbed you?" Adrian said under his mask. Spider-Man looked at his surroundings and saw they were on top of another building and the construction site was nothing but a big pile of ruins. "And Venom?" Spider-Man asked him.

Adrian shook his head "I don't know?"

Well if he doesn't know that means we'll probably see him again soon.

Spider-Man sat up groaning at the wounds he had sustained during the fight, he looked at Adrian who was sitting there in silence making the scene rather akwayrd. "Okay kid…" Spider-Man said scratching the back of his neck, "My names not kid its Adrian." He said taking his mask off again to look at Spider-Man in the face.

"Okay Adrian, I… aah, I feel like I'm going to regret this." Spider-Man reached up to his mask and Adrains jaw dropped as he removed his mask "My real name is-" "Your Peter Parker!" Adrian said jumping to his feet in shock.

Spider-Man was utterly surprised as he said "Y-yeah how do you-" "Your pictures" Adrian took out his back pack opening it and pulled out a wad of papers that he handed to Spider-Man/Peter.

Hey I remember when I took these, wow these are pretty old…

Peter looked at the photos all various ones of him dressed in his suit fighting robbers, super badies, "God how did I not think of that, the guy who takes the pictures is also Spider-Man, I thought like you two had a deal or something?" he asked as Peter shuffled through them "How did you get all these?" he asked Adrian looking up at the boy "I sort of collected them over the years, when I was living in Cali we didn't get the Daily Bugle there." He said sitting down next to Peter.

Cali?

"Wait, you came all the way from California?" He asked the boy who nodded, "L. A. to be exact, even once saw the West Coast Avengers before you know, they left." He said smiling at the memory as he scratched the back of his head like Peter had just done.

Peter looked at the photos seeing how some seemed more recent then others and not just by the date. The older ones showed much more wear and tear then the recent ones, as well as the paper going yellow. "Where you at an orphanage?" he asked as he handed the kid back his newspaper clippings. "Something like that… it was more of just a place." He said putting them back in his backpack.

"So why come to New York?" Peter asked him, "I told you…" Peter got silent at Adrian's answer. He sighed before speaking "So you've got Spider-powers, and you think I'm your dad?" Adrian shrugged "I at least thought you'd have some answers." He said back to him looking away from Peter so he wouldn't have to look him in the eye. "Sorry to disappoint you Adrian… but I don't." he said simply looking up at the sky then down at the boy. "But maybe you do… what about your mom?" he asked Adrian didn't say anything for a good full minute.

Before finally looking up "What mom?"

"What do you mean?" Peter asked raising his brow, "Just that, never had never was one, I told you I use to live in an orphanage like place…" he said to back.

Adrian locked eyes with Peter "The place I was at, the older kids always said our parents didn't care about us… you don't know… and I don't know if you are my dad…" Peter reached out and out a hand on his the boys shoulder. "I may be your day, I may not…" Peter got up and slipped on his mask.

"But I think its safe to say, neither of us are going to find out alone." He said holding his hand out to the boy who took it. Spider-Man through Adrian over his shoulders "Come on, we'll find out together." He said shooting a web out, "Are we heading back to that apartment?" Adrian asked him.

Spider-Man nodded "Yeah where else would we go?" "I just thought like, all Superheroes had a lair?"

Spider-Man shrugged as Adrian wrapped his arms around his neck "How about an apartment?" he asked Adrian, who then replied "How about… the Web?"

… That's actually really good.

SEWERS

Venom was wading through the murky sewers of NYC, growling at himself with every step he even snatched up a rat and swallowed it whole "Stupid Spider-Man we almost had the other one." Venom hissed, "Ran into the saaaame prooblbleem as meee…" behind Venom out of the sludge that was the sewers rose a gloppy form. Venom growled at the sight of it, "At ease Venom, or are we speaking to Gargan?" Venom turned around to look at none other then Doctor Octopus.

"We are one, we are Venom, who are you?" Venom asked looking at the murky creature behind him "Forgive Flint Marco, his last battle with Spider-Man forced him into the sewers, where he is yes to regain his original mass." Just as Dr. Octopus finished the blobby creature climbed out of the sewer waters onto the low ledge of the sewers were the murky water started to drain and he returned to the form of the Sandman wearing his beige pants and green stripe shirt.

Sandman shook off the last of the gunk "Hey Max, digging the new look?" Sandman said as Doctor Octopus approached the two "Gentlemen we can dispense with formalities later, right now we have a much more serious problem, both you and the Sandman encountered this boy."

Venom snarled at the Doctor "Relax Max, I told him about the spider-brat." Sandman said as Doctor Octopus nodded "Indeed, we all suffer at the hands of just one Spider-Man, but now in the next few years there shall be a second." Dr. Octopus said holding up his yellow gloved hand and curling it into a fist. "We will feast on its bones." Venom growled licking its fangs with its giant tongue.

"One problem, theirs only three of us now two of them?" Sandman pointed out as Doctor Octopus smiled, "Quite right Flint Marco, but being somewhat of a patron for the classics… I'd say, oh I don't know… something more sinister?" he said as three more joined the first three behind Doctor Octopus, one had on a fish bowl and purple cloak, another a lanky bald headed man with bird wings and a man wearing green and yellow lighting bolts all over his body and head "Six… should be more then enough?"

PETER AND MJ's APARTMENT

Spider-Man swung into his apartment, with all the lights off "Okay home sweet…huh?" he looked at the small boy on his back and noticed Adrian had fallen fast asleep on his back.

Huh, Aunt May just put me on the washing machine to get me to sleep.

He pulled of his mask, before taking Adrian off his back and laying him down on the apartments couch. He walked back over to the window and shut it. Heading back over to the couch he sat down on the end table and looked down at the child sleeping.

Where did you come from?

Sighing, Peter got up and walked to his and MJs door opening it he stripped off his Spider-Man suits top and headed toward his side of the bed that already had MJ fast asleep in it till he sat down.

"Peter?" she asked rubbing her eyes, "Don't worry he's in the living room." Peter said back to her looking out there bedroom window as MJ crawled over to her husband and put both hands on his shoulders "I know I said I wasn't ready to be a father yet… but if he does turn out to be my son, I'm willing to try." MJ wrapped her arms around his neck as she leaned over his shoulder, "Well… what's his name?" she asked him.

Peter Parker looked down in his hands was the two cent Spider-Man mask, "Adrian… his name is Adrian."