The front door slamming shut brought Mary out of her thoughts. Glancing up, she saw Terry stumble into the room.

"Are you ok? I thought you had to go to work?" Mary asked, worried. He only left a half hour ago. I hope nothing is wrong.

"I'm not feeling so good. I have to crash," Terry replied as he staggered into his bedroom.

Concerned, Mary followed Terry and watched with alarm as Terry collapsed onto his bed. Terry looked very sick, his body was shaking and sweat poured down his forehead. I wonder, Peter was about this age when the spider bit him. Mary thought as she stepped closer and examined Terry's right hand. Just below his palm, a white patch of skin slowly arose.

***

The next morning, Terry slowly awoke, feeling surprisingly better. He looked up and saw that his mother was sitting on the bench by his window. What is she doing in here? I hope nothing is wrong. Terry thought as he looked at her with a confused expression on his face.

"Is something wrong?" Terry questioned, sitting all the way up.

"We need to talk," Mary said, standing up.

"About what?" What did I do now? Did I forget something? Terry thought, pulling himself out of bed.

Mary walked over to him, grabbed his hand, and pointed to the white patch of skin. Terry looked down at it. "What is that? How did it get there?" Terry asked, growing concerned

"Come with me," Mary commanded, walking to her room, all the while holding onto his arm and pulling him along with her.

"Mom?" Terry inquired, stumbling after her. What is going on? What is that thing on my arm and how does she know what it is? Terry wondered, entering his mom's room.

"Terry sit down on the bed. I will explain in a minute," Mary replied, letting go of his hand and walking over to her closet. Terry not really knowing what was going on, hesitantly did as she said.

"There it is," Mary said, pulling out a tan suitcase. She walked over to the bed and sat down next to Terry. Mary handed the suitcase to Terry saying, "Open it."

Terry slowly opened the suitcase and looked inside. Although there were a lot of pictures and newspaper clippings inside, what caught Terry's eye first was the neatly folded Spider-man suit sitting on top.

***

Terry could not believe it. His father, Peter Parker was Spider-man. His mom had just explained how his father became Spider-man and that he had apparently inherited those abilities as well. Although he had not believed her at first, the webbing that could come out of his arm had quickly changed his mind.

"Terry? Are you alright?" Mary asked, worried by his silence.

"I'm alright, just taking it all in," Terry replied, turning to look at his mother. "Mom, how exactly did Dad die?"

Mary sighed. "Well, it was about two weeks after you turned one year old. We had just dropped you off at Peter's Aunt May's house and Peter had one assignment, before he could spend the rest of the day with me. The assignment had went off without a hitch. But, as we were about to leave the building a bomb went off, causing the whole building to become aflame..."

###

###

"About five minutes after I had run out, the whole building collapsed. They never found a body, but there was no way he could have survived. About a year later I met Warren and the rest you know," Mary finished sadly.

Terry was about to say something when a clock started to chime. "Oh no! I'm going to be late for work!" Terry exclaimed, jumping up from the bed.

"Terry?" Mary inquired.

Terry turned to her.

"Please don't put on the Spider-man suit, the one you have is much safer," Mary said, as she watched her son's expression go from confused to panicked. "I know you are Batman and before you say anything, no I'm not going to make you stop.

"You're not mad?" Terry asked, cringing.

"I was when I found out. But, when I thought about it for awhile I realized that if I made you stop, you would feel very guilty if something ever happened that you thought you could have stopped. You are a lot like your father in that way," Mary replied, smiling. "Oh and you had better tell Mr. Wayne everything."

***

Terry already dressed in his batman suit, walked over to where Bruce Wayne was sitting, by the computer. "Someone is coming over to help with your training, so go start your work out," Bruce stated, without turning around.

"Mr. Wayne? There is something I have to tell you," Terry requested, moving from behind the chair to beside it.

"Can it wait?" Bruce asked, turning to look at Terry.

"Yes, but," Terry replied.

"Then go," Bruce commanded, turning back to the computer.

"Ok, but if something happens don't blame me for not telling you." Terry mumbled, walking toward the workout room.

"Maybe you should have listened to what he had to say," Dick Grayson aka Nightwing suggested, walking out of the shadows.

Bruce glared at him, then pointed to the screen, "You're going to be training him, so watch."

Dick just smiled and then turned to look at the screen.

On the screen, Terry was in what appeared to be a warehouse. There was about 15 thugs, all fighting with clubs and sticks. Minutes later, all the thugs were down or unconscious except for two. Terry was struggling with a rather large man, when the other silently sneaked up and started to swing a club down aiming for Terry's head. At the last minute Terry swung his opponent around, causing the club hit the wrong guy.

"I thought you said he needed help detecting people around him," Dick inquired, pointing to the screen.

"He did, two days ago," Bruce replied.

"Maybe you should have listened to what he had to say," Dick said, repeating what he had said earlier.

Bruce glared at him again and then pushed the intercom. "Terry, we need to talk. Meet me in the locker room," Bruce ordered, getting up.

"Ok," Terry replied.

Bruce got up and walked toward the locker room. Dick shook his head and then followed.

"You wanted to talk to m e?" Terry asked, glancing at Dick, after they had entered the room.

"Terry, this is Dick Grayson, Nightwing,% 22 Bruce said, introducing them. "How did you know that guy was behind you?"

"Nice to meet you," Terry acknowledged Dick and then turned to Bruce. "That is what I wanted to talk to you about." He then proceeded to tell them what his mother had told him that morning.

"Nightwing is here to help train you," Bruce stated, after Terry had finished explaining. Bruce then walked out of the room before Terry had a chance to reply.

"So, Spider-man is your father ?" Dick asked, as they walked over to the mats.

"Yep," Terry replied.

***

Later that night, Batman and Nightwing sat on the edge of a building. They watched two men load some boxes, containing chemicals, into the back of their van. Batman and Nightwing were patiently awaiting the perfect time to make their move.

"Why do we need these? Is it for the Spider-nut in the basement?" One of the guys asked, carrying a rather large container over to their van.

"Peter Parker? I don't know. The boss does like to make him do these really weird experiments," the other guy answered.

Nightwing held up a batarang getting ready to throw it at the two men when Batman grabbed his arm, stopping him. "Wait! That is my dad they are talking about!" Batman whispered quickly.

"I thought he was dead," Nightwing whispered back.

"They never found a body, so he might be alive. They might know were my dad is, and they could lead us to him," Batman replied, growing excited. "Besides, they might also lead us to their boss."

"Alright you can follow them, but I am alerting the police," Bruce said through their comlink. Nightwing nodded and threw a tracer onto one of the boxes the thieves were carrying onto their van. When the thieves were finished they drove onto the road. Batman and Nightwing followed, both invisible to the eye.

***

Inside a large building, Batman and Nightwing stood watching the security guards. "I'll make a distraction. You go get your father," Nightwing said.

Batman nodded in agreement.

They both walked silently down into the basement. In the far right corner of the room, stood a large jail-like cage, with Peter in it. In front of the cage sat a guard fast asleep.

Nightwing turned off his invisibility shield and then yelled, "Hey you! You can't get me!!!!!" He then ran back up the stairs. The guard ran up after him, yelling into his radio that there was an intruder.

Batman smiled and then made himself visible as well. Turning to Peter, he ripped the door off the to the cage.

"Come on! He can't keep them occupied forever!" Batman yelled to Peter who was staring at him in shock.

Peter then nodded and bolted out of the cage.

Batman pressed a button on his suit causing the Batmobile to come crashing through the wall.

"Get in!" Batman said urgently.

Peter looked at him "Who are you? Are you Batman?" Peter asked, wondering who had just saved him.

"I will explain later! Please get in!" Batman urged Peter.

Peter nodded and jumped into the Batmobile, quickly followed by Batman.

As they flew over the building they could see the police advancing on the building.

"Don't worry about the police, Mr. Parker can talk to them later," Bruce's voice rang through the car. "I have also contacted Mrs. Parker. She will be waiting on the roof of her apartment."

"MJ?" Peter asked in disbelief.

"Yes," Batman answered, as they landed on the roof in front of MJ. Peter jumped out of the car as soon as the door opened, with Batman right behind him. Peter ran over to MJ and hugged her.

"Oh MJ, I've missed you so much!" Peter said, still hugging her.

"I missed you too," MJ replied. "What happened to you after you entered the fire? Why didn't you try to come home?"

Peter reluctantly let go of MJ. "After I went in, someone knocked me unconscious. By the time I woke up they had figured out I was Spider-man, by the suit under my clothes. They said if I tried to escape they would kill you and Terry.

MJ looked over at Batman. "Terry go get changed so we all can talk."

Batman nodded and disappeared from sight.

"That was Terry?" Peter said, shocked.

"Yes," MJ smiled bringing him inside the building.

***

"He what! How could you let this happen! Do you know what is going to happen when this gets out!" Arianna screeched, her arms waving as she paced back and forth behind her desk.

Martin Calnin cringed as he listened to his boss's tirade. "I'm not sure what exactly happened. I barely made it out before the police stormed the building," he answered after she became quiet.

"Tell me what you do know," she demanded, leaning forward and placing her hands on her desk.

"There was an intruder. I think it was Nightwing, he had most of the guards running after him. Including Parker's. I figured that if it was Nightwing, the police and Batman would not be far behind." Martin answered cautiously.

"What about the formula?" Arianna questioned, her auburn eyes flaring angrily.

"I got it, and all the research papers. I barely had enough time to get it all," Martin replied nervously. "What are you going to tell your husband? He thinks you killed Parker almost seventeen years ago."

"I don't know what I'm going to tell Harry," Arianna said, sinking into her leather office chair.

***

Terry laid his hand on his bedroom door. You'd think I'd be excited about going out there and talking to my father, but all I'm feeling is nervousness!

He took a deep breath and then opened the door. Walking towards the living room he heard his Mom speaking, "Here is a picture of Terry and Matt at his last birthday."

"They are covered head to toe in cake!" Peter exclaimed.

"As you can see, we got into a bit of a food fight," Terry said, walking into the room.

"A bit?" MJ replied, turning to face him.

"Well ok, so it was an all out war," Terry laughed, maneuvering around to the front of the couch. "Dad."

"Terry," Peter acknowledged, standing up. They both stared awkwardly at each other before Peter pulled Terry into a hug. "It is good to see you son."

"Same here Dad," Terry replied, his nervousness starting to wash away. Letting go, they both sat down on the couch.

"So, how did you become Batman?" Peter asked curiously.

"I'd like to hear this too," MJ requested.

"Well, okay," Terry said hesitantly. "It started a couple of years ago....."

***

Harry Osborn sat comfortably on his leather sofa. He was a little worried by the fact that his wife hadn't come home yet. Maybe something happened to her. No, she must have just forgotten to call. Pushing those thoughts away, Harry grabbed the remote and turned on the TV.

She left the news station on again! Harry thought preparing to turn the channel. Just as his finger was about to press the button, a picture on the TV caught his eye. The screen had a photo of Peter Parker on the upper right corner. The rest showed a large building surrounded by the police. Harry turned up the volume so he could hear the reporter's voice.

"Here's the latest on the police bust at the old OSCORP warehouse. We're live here at the scene that only hours ago several boxes of stolen chemicals were retrieved. We've just been informed that a man was held captive here. The man's name is Peter Parker, a famous photographer known for his unique photos of Spider-man. Parker was presumed dead seventeen years ago. It was believed that he had been killed during an explosion in downtown New York," the reporter continued, but Harry drowned her out. How could Arianna have lied to me! Especially about this! She was the one who pushed me to have Peter killed, so why would she have kept him alive all these years?

***

Terry glanced nervously at his hand and then back to the wall. How did I get myself in to this? Terry wondered. He had just finished telling Peter all the details of how he became Batman. He had also mentioned that he'd just gotten his spider abilities and had not gotten a chance to really try them out yet. Peter had jumped on the chance to show Terry how to use them; which led to him standing here, about to put his abilities to the test.

"Are you sure that I can walk on the wall unsupported?" Terry asked warily. "I know my suit has the ability to do so, but..."

"I'm doing it aren't I?" Peter interrupted, from his perch on the ceiling.

"Yes, but," Terry sighed. "Alright." He then carefully placed hands on the wall and slowly pulled himself up. He squeezed his eyes shut, expecting to fall off to the floor. When nothing happened he opened them and looked over at Peter's grinning face.

"See, I told you you could do it!" Peter said, flipping off the ceiling to the ground. He then sat back on the couch next to MJ.

Terry felt a strange buzz which coincided with a startled gasp from behind. Everyone turned, to see Matt, whose eyes were wide-open and mouth agape, staring at Terry. Who was still upside down, clinging to the ceiling.

***

Peter glanced at the shock filled face of the young boy who had just entered. This must be Matt. Peter thought recognizing him from the photos he had just seen.

"Terry, how....?" Matt questioned, just as Terry got off the ceiling.

"Hi Matt, it's kinda complicated," Terry replied nervously. "Maybe I'll explain when you're older."

"Terry," Matt protested.

"Matt," MJ said, drawing Matt's attention to her. "I'd like to introduce you to Peter Parker."

"Aren't you dead?" Matt asked suspiciously.

Peter laughed. "No, I'm not. Although your mother thought I was."

Matt frowned then nodded.

"Matt, what are you doing home so soon? I thought you were going to be out camping for the rest of the week," MJ asked.

"It started raining," Matt said, disappointed. "Can I spend the rest of the week at Billy's? Everyone else is and Mrs. Newark said it was okay! Please?"

MJ glanced at Peter and then nodded her consent.

"Yes!" Matt exclaimed, throwing his fist into the air. "I'll see you later Mom! It was nice meeting you Mr. Parker!" Matt then grabbed his bags and darted for the door.

"Matt, you be good!" MJ yelled to Matt's retreating figure.

"Okay Mom," Matt shouted back, slamming the door shut.

"He's quite a whirlwind isn't he?" Peter commented, wondering if this is what his life was going to be like. I'd say my life is sure going to change! I never thought I'd see my son again, let alone get another. But, I think this change is for the better.

"You have no idea," Terry replied.

***

Bruce stared at the large computer screen. For the past few hours he had been searching for anything on Spider-man and his powers. He wanted to know what abilities Terry now had and how to adjust the batman suit to make ample use of them.

From what he had read and Terry's earlier training session, it seemed that Terry would now have strength and agility on par with the suit. He would also have some sort of webbing and the ability to cling to most surfaces. He's going to have to adjust to the heightened strength and agility. He should be all right out of the suit, but he might underestimate them while wearing it. I might have to make some adjustments to the suit so he can make use his abilities, particularly the webbing.

The sound of Nightwing's motorcycle made him glance up from his work. Slowly getting up from his chair, Bruce walked over to Nightwing. "Find anything?" he asked once Dick had taken off his helmet.

"Not much," Dick replied, placing his helmet on the handle of the bike. "Down the hall from where Terry's dad was being held I found some sort of laboratory. I figured you would want to find out what they were working on, so I took what was left of the chemicals." Dick reached into a compartment in his suit and handed the test tubs to Bruce.

Bruce nodded his thanks and then strode back over to computer.

***

Terry glanced quickly at Peter as they descended the stairs leading to the cave. After Matt had left they decided to take their practice session to a more private place. Seeing as Bruce wanted to ask Peter some questions it had been moved to the batcave. MJ had chosen to stay home as she said she had some work to do, but Terry suspected that she wanted to let him have some time get to know his father better.

As the cave came into view Terry looked over at Peter who had a look of wonder on his face. Terry remembered being in awe when he first caught a glimpse of the cave. The large computer, the Batmobile, but the things that had impressed him the most had been the costumes lining the wall. He remembered slowly reaching out to touch the batman suit only to get stopped by Bruce, the bats screeching in the background.

"Wow, this is some place you have here!" Peter commented, looking around.

"I agree, but I keep telling Bruce here that it needs more lighting. Not everyone can see in the dark," Dick said walking over to them. "I didn't get a chance to introduce myself earlier, I'm Dick, Nightwing by the way."

"Nice to meet you," Peter replied, "And I have to agree with you about the lighting, everything is way too dark."

"Says the man who wore bright red and blue," Bruce interjected, frowning slightly. "I like it dark."

"See why I never can get him to change it?" Dick sighed dramatically.

Terry chuckled at their banter and then threw in. "Dad, I'd like you to meet the original Batman, Bruce Wayne."

Peter nodded hello. "So what was it you wanted to ask me?"

"Do you know what this is?" Bruce asked quickly pressing a few buttons on the computer bringing an image up on the screen.

Terry turned to face Peter when he gave a startled gasp.

"They did it. I tried prevent them from doing it, but somehow they figured it out!" Peter exclaimed.

"Did what?" Terry questioned.

"They found a way to reproduce my spider powers," Peter answered. "Not only that, they have enhanced them!"

***

Peter stared at the chemical composition on the large computer. For years he had tried to slow the progress on the reproduction of his powers. It had been very hard to steer them away from the correct formulas. Ultimately though, it looked like his efforts had been in vain.

Peter sighed, turning to face Dick. "Did you find this at the warehouse?" Seeing Dick's nod, Peter continued. "Did you find any notes on this formula?"

"I'm afraid not," Dick replied regretfully. "The place was pretty cleaned out by the time I got there. The only reason I have a sample of that formula is because it was left sitting under a microscope."

"I was afraid of that," Peter commented, turning his attention to the screen. "It appears that when the formula comes in contact with H2o it goes changes from liquid into a gaseous state," he looked back at the others. "If this is released into the air, we could have a city full of people with my abilities!"

"Mr. Parker, do you know of a way to counteract the formula?" Bruce interjected.

"No, but I might be able to come up with one," Peter replied, walking over to the computer.

***

Arianna quietly shut the front door, hoping to not disturb Harry. She crept silently down the hall toward the bedroom. As she past the den, a voice called out to her.

"Ari, nice of you to finally come home!" Harry commented angrily.

"Harry!" Arianna replied startled. "What are you doing up?"

"Waiting for you to come home," Harry answered. "Did you happen to catch the latest news? It has been playing all evening. And I must say, it has been very informative! More so then you have been with me."

"What do you mean?" Arianna replied, a sense of apprehension falling over her. It can't be about Parker, can it?

"Oh, only the thing you have been lying to me about for the last seventeen years!" Harry stated. "You didn't tell me that you kept Peter alive. You let me believe that I had signed his death warrant! Why Arianna? Why did you lie to me about killing Peter Parker?"

"Because Harry, what I had in mind you would not have been able to go along with. Sure you would have gone along with me in the beginning, but in the end your guilt would have made you have second thoughts," Arianna replied. "Just as you regretted having Parker killed only weeks after the fact."

"What did you do Arianna?" Harry asked. "What was so important that you had to lie to me?"

"I held Parker because I wanted to reproduce his powers," Arianna answered. "You know what? I did it, I not only reproduced them, I made them better. And do you know how much money people are offering for the formula?"

"Quite frankly, I don't care," Harry replied. "Arianna, you are going to destroy that formula and leave Peter alone."

"I am, am I?" Arianna said angrily, reaching in to her brief case. She pulled out a clear tube filled with a blue and red liquid. "There is no way you are going to make me destroy everything I have worked for!" She quickly spun off the top off the tube.

"No Arianna!" Harry said, just as she lifted it up to her mouth and quickly drained the tube.

***

Harry paced the hall, waiting for the doctor to finish his examination of Arianna. How could she have done this? Why would she want to? He sighed, sinking into one of the plush chairs lining the hall. Revenge, that's why. She is still clinging to the belief that Spider-man is responsible for her miscarriage. Harry leaned forward, his hands supporting his head. His thoughts drifted to the events that had lead up to Peter's supposed death.

They had been fighting, arguing almost constantly. Then Arianna got pregnant. He wasn't sure what happened, but somehow the baby brought them closer again. That is, until she got in the way of one of the fights between Spider-man and a villain whose name Harry couldn't remember. By the time Peter had gotten to her, it was too late to save the baby. In his grief, it had been easy for Arianna to convince him that it was Spider-man's fault that they had lost the baby. She had gotten him so angry that he agreed to her plan of killing Peter.

Harry closed his eyes. It had taken him a little while, but he had finally realized that it wasn't Spider-mans fault. He deeply regretted his actions wished that there had been a way to reverse what he had done.

Suddenly a muffled sound emanating from the room Arianna and the doctor were in pulled Harry out of his thoughts. Frowning, his stood, walking over to the door. "Doctor?" he paused, placing his hand on the door knob. "Is everything all right in there?" Hearing no response, he cautiously opened the door and stepped in. The first thing he noticed was the prone figure of the doctor lying unconscious on the floor.

After taking a few more steps in, Harry stopped, just noticing the fact that Arianna was nowhere in sight. He was about to whirl around when he felt something smash into the back of his head. Just before Harry lost consciousness, he heard Arianna say, "I won't let anyone come in-between me and the Spider."

***