#1: What If... Ben Reilly Had Lived?

You unlock this door with the key of imagination. Beyond it is another dimension-- a dimension of sound, a dimension of sight, a dimension of… of… shoot.

Sorry, wrong opening.

Allow me to introduce myself. I am the Watcher.

Yes, I have a name. What that name is, is unimportant.

What is important is that I’m here to observe. I see all. I see lives begin. I see lives flourish and wither. I see lives end.

And yes, I see what you do when you think no one is watching. Stop that, or you’ll go blind.

Unless you’ve been under a rock or in a cave for most of your life, I’m sure you have heard of the theory of parallel timelines.

This is a theory that states that every decision we make leads into a timeline. That means that somewhere, there is a timeline running parallel to that first timeline in which a different decision was made.

Need an example? No problem.

Let’s say you are walking down a road and come to a crossroads. You are just out for a stroll, nowhere in particular to go, so you make a left. Halfway down the block you see an old flame you haven’t talked to in over a year walking out of a store. You stop and say hello. Eventually you agree to get dinner that night. Dinner turns into more. You start to date. Within a year the two of you are married… a year after that you have a son. Then twenty-six years later your son, all grown and a scientist, discovers a cure for cancer.

Once you made the conscious decision to make that left you created an actual timeline, and look, cancer was cured as a result.

Now go back in time to that cross street. This time, you make a right. Halfway down the block you hear a screech and the sounds of a collision. You turn and see a car accident. Curious, you run down to it and see that a car pulled away from the block and hit someone. The pedestrian was killed as a result. Looking down, you recognize an old flame.

You see, because you weren’t there for your old flame to see you and stop to chat, the accident happened and they were killed.

No romance will follow. No son is born. Cancer is not cured.

In fact, you wind up striking a conversation with the EMT worker who responds to the call. You go out for drinks and wind up getting romantically involved. Five weeks later the jealous ex of the EMT worker shoots and kills you both in a murder/suicide.

Big difference… all due to the direction you decided to walk in.

Need another example? Let’s take a look at a particular situation.

Let me introduce you to Peter Parker, aka The Amazing Spider-Man.

Peter is a young man who has had quite a life. I could go into the intricacies of Peter’s history, but if you are here… odds are you know all about the radioactive spider bite, and his uncle, and the robber that Peter let pass by.

And his uncle’s murder.

So let’s jump ahead a few years. Peter has been Spider-Man for a while. He’s seen the first real love of his life, Gwen Stacey, die at the hands of Norman Osborn, the Green Goblin. He’s seen that hated enemy dead by his own goblin glider. He’s seen an old college professor who was secretly in love with Gwen, clone both her and Peter. He’s seen that Clone caught in an explosion and thought dead. He’s seen that clone come back with the name Ben Reilly and after a turn of events, believed that Ben was not the clone but was actually the REAL Peter Parker, and that HE was the clone. He saw his wife, Mary-Jane, become pregnant and he decided to give up his life as Spider-Man.

Then he was dragged back into the world of Spider-Man. He and Ben were constantly attacked by mysterious figures. Then his wife went into labor and seemed to have lost her baby. He did NOT know about a fake doctor who had injected his wife with some unknown drug that seemed to have caused major complications with her body and her labor. He did NOT see a fake nurse walk out of the delivery room with a newborn infant and replace it with a stillborn. He did NOT see this false nurse leave the hospital with the infant, board a boat and leave the country.

He then saw his greatest enemy, one Norman Osborn, long thought dead return. He saw Ben killed because of Norman and turn to dust, proving that he was the clone after all.

And now we all see Peter, standing over the ashes of his dead “brother” Ben.

Ben died as a result of a decision. That decision was actually made by Flash Thompson. You see, the Green Goblin had planted bombs all over the Daily Bugle. Ben was trying get rid of them all when Flash followed him up to the roof, decided to try and help and went for one about to explode. Ben jumped ahead of Flash and shielded him from the exploding bomb, taking most of the brunt. That weakened him enough so that soon after he was too weak to get out of the way of the Goblin’s pointed glider. It hit him and he was knocked off the roof and into the street below. That is what killed him.

However, as it is my lot to observe all that is I can tell you that just as one timeline was created as a result of Flash reaching for that bomb, there was another timeline in which Flash decides to follow Betty Brant out of the Bugle office to make sure she gets out safely. As a result, he is not there to reach for the bomb. Ben doesn’t have to jump into a blast and take the brunt.

Ben doesn’t die as a result.

Let me show you more. Come on. It’s ok.

Look… and see...


Ben Reilly watched Flash Thompson rush out of the door, following Betty down the stairway.

“Thank God.” Ben breathed to himself. “And I don’t have to worry about him.”

Ben’s arms were full of bombs. There was one left on the top of the roof. As Ben prepared to reach for it, his spider-sense went wild.

Ben leapt backwards just as the bomb exploded. He had just jumped enough to clear himself from the explosion… however he was now about to plummet to his death. Without his costume, he had no web shooters and his arms were full of pumpkin bombs.

“Dammit!” Ben hissed. “I can’t drop the bombs with people down there… how can I-“

Before he had a chance to wonder how to save himself, he felt someone grab him.

“You missed one.” Peter said, as he swung upwards with Ben in tow.

“What tipped you off? The loud boom?” Ben asked.

The two could hear the high-pitched whine of the goblin glider coming towards them.

”Speaking of loud booms, let’s put those to good use.” Peter shouted. “It seems that the Goblin has lost his toys!”

“And what better than to return them to their rightful owner!” Ben shouted back. He waited a moment until the Goblin was right behind them, and then tossed the arm full of bombs backwards.

“Run Peter! Run! You still have no idea what I’ve taken from you! So r-” the Goblin began. He was cut short by his bombs flying right at him. “My Pumpkin Bombs! I-”

Whatever the Goblin was about to say was cut off by the first explosion. Then one after the other the bombs went off.

Peter and Ben lost sight of The Goblin. They continued to swing upwards to avoid being caught in any of the blasts. Peter then doubled back. A few seconds later he let go of Ben, who dropped to the roof of the Daily Bugle. The only thing they saw was the Goblin glider smashed into the side of a building. No sign of Norman Osborn was evident.

“Where did he go?” Peter wondered. “Do you see him?”

“No!” Ben shouted to him. “I don’t have any tingling with spider-sense either!”

Peter landed on the roof of the Daily Bugle. Despite the explosion it was in decent shape. Only one bomb wasn’t powerful enough to do any massive damage.

“Damn!” Peter hissed. “Did he get away? Those goblin bombs couldn’t have vaporized him… could they?”

“I doubt it.” Ben told him. “We should only be that lucky. In any case, you need to get back to the hospital to your wife and daughter.”

“I know.” Peter said. “I’m afraid of what happened there.”

“Go!” Ben urged him. “I’ll follow soon.”

Peter nodded, shot a web-line and took off. A few seconds later the Police and Flash Thompson came swarming onto the roof.

“Freeze!” one of the cops shouted at Ben.

“No you idiot!’ Flash yelled at him. “This guy was helping get rid of the bombs! It was the Green Goblin! Spider-Man saved us all from him!”

Ben smiled. Even after all of this time, Flash’s Spider-Man worship was as strong as ever.

A few minutes later, he was on the street watching the commotion. He was about to start walking towards the hospital when he felt a slight ping from his spider-sense. It wasn’t strong and it didn’t seem to be warning him from danger.

He wandered over to under where the Goblin Glider was embedded in a building wall. The police stood under it looking up and wondering how to get it down without causing further damage to the building. Ben walked around them. A few yards away he felt the slight ping again.

“What the heck?” he though to himself.

Ben looked around. He could see some orange shards, small shrapnel from the pumpkin bombs, and a brown strap. Ben realized the strap was from the leather pouch the Goblin would occasionally wear. He looked around some more and spied the corner of a brown leather bag lying under a car. He careful wandered over to it, and making sure that no one was watching, Ben stooped, picked it up, and quickly walked away.


Fool. I am a fool.

Once again I have let something as stupid as emotion overcome my intellect.

That girl. Gwen Stacey. She was inconsequential. However as much as she meant to Peter… the damage I have done to him with her death… it still gets in the way of my overall plan.

I need to stop this. I WILL bring Peter over to my way of thinking. I will.

Or he will die.

I know he’s coming for me tonight. If he does… and things don’t go as I need them to go… then I have to consider a new strategy. I wonder… just wonder… would his guard go down if he thought I was dead? If EVERYONE thought I was dead?

I wonder what Harry might do. An intriguing thought.

And perhaps from afar… manipulating events in his life… without ever considering that it would be me.. and then, eventually learning I was still there… pulling his strings… showing him he can NEVER escape me.

Something to ponder.


Over at the hospital, Peter rushed into Mary-Jane’s room. She was sitting up.

“MJ!” Peter ran over to her. “I’m sorry.. I was… I…” he stopped short. The look on her face confirmed his fears.

“Oh Peter!” Mary-Jane cried. “The baby… she…” The words wouldn’t come. They were too painful.

“I know.” Peter told her softly. “I know. We’ll get through this Mary Jane… we will.”

The two sat and held each other.

Some time passed, when they realized someone was coming into the room.

Despite the lack of tingling from his spider-sense. Peter jumped up in a defensive stance anyway. A second later he relaxed. Ben came through the door.

“Peter, Mary-Jane!” Ben called to them, coming in. His face was grim. In his hands was a battered brown leather bag.

“Ben, I’m glad you’re here.” Peter said to him. “MJ… she… we… lost the baby.”

“I know.” Ben replied. “But I think it may not be in the way you think.”

“What?” Peter asked.

“I found this near the Goblin’s glider on the scene.” Ben explained. “Look.”

Ben opened the bag and let the contents slide onto the table next to Mary-Jane’s bed. He dropped the bag and picked up one of the contents. It looked like a cell phone but was flat and had a 3 inch screen. He pushed a button on the side and the screen lit up. Ben scrolled through some selections until he came to one titled ‘pictures’. He pressed the button again and a picture came up of a woman holding a baby.

“Oh my God.” Mary-Jane gasped. “That’s the nurse from the delivery room!”

“Are you sure?” Peter asked.

“Peter, every second of losing this baby has been burned into my mind.” Mary-Jane responded. “I’m positive.”

Peter opened his mouth to say something then suddenly remembered the last taunt he heard from Osborn as he had saved Ben.

“You have no idea what I have taken from you.” Peter whispered.

“What?” Ben asked.

Peter repeated the phrase to his wife and ‘brother’. They all sat quietly for a moment. Then Ben moved towards the door.

“I’m going to look into who this woman is. I’ll start with the nurse’s station and see if anyone recognizes her.” he said as he rushed out.

“Peter could this woman have taken May?” Mary-Jane asked him, her voice was rough with emotion, she was almost pleading.

“I don’t know honey.” Peter replied, stroking her hair. “But with Norman involved anything is possible.”

“Then get out of here and find out if our daughter is still alive.” she said.

Peter bent down and kissed her. He then followed Ben out.

Mary-Jane waited a few minutes after Peter had left. She then carefully lifted her legs off the bed and onto the floor. It took some effort, but she managed to stand.

She shuffled over to the window, wheeling the IV stand with her. Peering into the dusk she could just make out the form of Spider-Man swinging away from the hospital roof. She worked her way back towards the bed, but before getting back in, she hesitated.

Mary-Jane stood there for a minute, as if making up her mind. She then pulled the IV tubes from her arm and silently left the room.

A few minutes went by. Not long after, Ben opened the door to Mary-Jane’s room.

“MJ! I got a-” Ben broke off.

It was quiet inside. For a second he thought maybe she was asleep. Then he saw the IV stand and the dangling tubes.

Ben stared for a moment then left. He started for the stairs towards the roof, then remembered he didn’t have a costume.

Cursing to himself, Ben headed for the street.


I am nothing, if not patient.

I couldn’t have spent all that time in Europe staying out the public eye, letting Parker and the rest think I was dead, if I were not.

Perhaps I have been too patient.

There’s too much that I take to heart. A weaker man might let it go. I cannot. Parker should have been my son. I could have molded him to my world. He could have surpassed Harry in so many ways.

Harry, weak minded Harry. At first I was angry at his death. However I came to realize he was not killed by Parker. Harry died due to his incompetence.

Still, the matter remains that I lost a child. Can I do any less for Parker?

The funny thing is, even if he realizes what I’ve done, he’ll never know to what extent.

Can you still be turned, Peter? Can you be made to see that I am the light and the truth?

Probably not. So like that day so long ago after your dear Ms. Stacey… you will look to come for me again.

Maybe this time one of us really WILL die. Perhaps we’ll dance our dance of deceit and death to the end of the this song one of these days.

But it won’t be over… even then.

This is not over. It will never be over. Even after we’re dead, dear Peter… it will never be over.

Our daughter will see to that.


Peter Parker, back in his costume, dropped silently onto the rooftop of another Osborn Warehouse. He’d been to four already that he knew of. This building was the last one on his list.

He crouched down and crawled towards the skylight.

As he moved, he felt the slight tingle at the base of his spine. It wasn’t unpleasant. Peter didn’t have to turn to know who was approaching.

“Find anything yet Bro?” he asked without looking.

“Nice.” Ben responded. “You get that little feeling when I’m around too huh?”

“Yeah,” Peter replied, turning now and seeing that Ben was in one of his own Spider-Man costumes. “Got anything?”

“That nurse wasn’t a real nurse.” Ben told Peter. “No one knew who she was. Another interesting thing. Mary Jane’s original Doctor? It seems that he had a little accident and that’s why he wasn’t at the hospital.”

Peter nodded. He had suspected as much.

“So the delivery doctor was a fake too.” Peter said.

“It’s pretty likely.” Ben agreed. “What ever they shot MJ up with… it wasn’t designed to make her delivery so smoother, that’s for sure.”

“Dammit.” Peter gritted his teeth. He body shook as he tried to keep the rage he was feeling under control.

Ben saw this. “What have you found?” he asked Peter.

“I’ve checked every penthouse, apartment and warehouse that I know that is still owned by the Osborn family and hasn’t been rented or leased out to someone else.” Peter explained. “I don’t have anyth--”

He broke off as The Green Goblin, riding a new goblin-glider, crashed through the skylight and headed straight up into the sky.

“Jeez!” Ben shouted.

“He’s going to get…” Peter and Ben both reached up to shoot a webline at the fleeing figure but both stopped and looked at each other.

“Did you get any warning at all?” Peter asked.

“Nothing. Not one little tingle.” Ben replied.

“That wasn’t him.” Peter said.

“Decoy.” Ben agreed. The two of them ran over to the edge of the skylight and looked in. Without a word they both dropped in.

They landed in what looked to be an office. With a quick nod to each other the two Spider-Men searched the room looking for some clue to what to do next.

“He wanted us to follow the decoy.” Ben said. “There has to be something…”

“…here.” Peter finished. “I think so too… and I think I just found that something.”

Peter pried the top of the desk off of its base. Underneath was a control panel.

The two Spider-Men leaned in.

“Pick a button.” Peter offered to Ben

Ben reached out, held his finger over the first button… hesitated, then pressed the second one.

A panel in the wall shot open, revealing a hallway.

“Nice!” Peter said quietly. “Give that Spider a cigar.”

“What, and stunt my growth?” Ben whispered.

“Why are we whispering?” Peter asked.

“Cause that’s what you do when you find hidden passageways.” Ben responded. “It’s in the ‘Explorers in Evil Warehouses’ Handbook.”

“Oh yeah… I missed that chapter.” Peter said as they approached the doorway. “Too many hours in the Lab when I was younger.”

“You WERE a big time science geek ya know.” Ben replied.

“Me? What about you?” Peter shot back.

“Well, that’s not MY fault. I didn’t have a say in it.” Ben said as they crept down the hall.

“I’ll tell you what, next time we’ll go out and meet a hot redhead.” Peter whispered.

“Nah, that’ll never happen.” Ben replied.

The passageway led to a steel door.

“Would you like the honors?” Ben asked.

“Why thank you. You are SO kind.” Peter responded. “So much for being stealthy.”

With that, Peter reached out and ripped the door off of its hinges. Beyond the doorway was smoky darkness. A lack of light and a murky mist filled the room. The two hesitated for only a second.

Then they stepped into the blackened room.

FROM THE JOURNAL OF NORMAN OSBORN:

It has come to this.

Peter and that… that thing pretending to be human will be coming.

It’s remarkable. Warren was insane, but he was a genius. I can barely tell the two of them apart.

Seeing them together… it was almost touching. They’re like brothers… or so they seem to want to pretend. It’s almost a pity that I have to kill the clone.

But I have to separate Peter from everything… until he realizes that I am the only one he can turn to.

Every single facet of his life… I will take it all away… and he will see that there was never any recourse.

Already his Aunt is gone… The clone will follow… and the rest… the rest.

He thinks he knows what I’ve done. He doesn’t even suspect the extent of my reach.

So come my little Spider-Men. Come into my parlor.


Peter and Ben both felt the slight tingle at their spines. Glancing at each other, they split and headed into two different directions.

The smoke, or whatever it was, was bad enough... but as soon as they entered, small strobe lights came to life. Their light wasn’t enough to illuminate the room… it only gave a jerky, disjointed feel to everything.

A few feet in, Peter could make out the thin outline of a figure. Slitting his eyes, he could just make out the purple and green colors of the figure’s outfit.

“Ben!” Peter managed to shout as the figure threw a pumpkin bomb his way.

Ben’s spider-sense seemed to wait until the bomb was coming his way to signal any danger. He leapt up and shot a webline at the high ceiling. The blast from the bomb wasn’t large, and Ben managed to escape it.

Peter leapt at the Goblin but missed. He hit a wall and bounced off… then flipped backwards and landed on his feet. The sounds of someone running ahead echoed through the room.

Ben crawled on the ceiling towards the sound of the fleeing Goblin. He knew they were being lured forward. That much was certain. What he couldn’t figure out was why his spider-sense seemed to have been muted.

Peter shared Ben’s wonderment. “Did you get any warning at all from that?” Peter called out to him.

“Only at the last second!” Ben shouted back. He could see Peter now. “Osborn’s figured out a way to dampen our spider-sense.”

“Have I?” The Green Goblin’s voice boomed over a loudspeaker. “Is that what I have done little Spider?”

“Dammit Osborn!” Peter yelled. “Get out here! I know what you’ve done! I want her back!!”

“Do you Peter?’ The Goblin taunted. “Do you REALLY know? I think not. I. Think. NOT.”

A rumbling sound came from ahead, and the Rhino seemingly came out of nowhere a second later.

“WHOA!” Peter shouted and dove out of his way.

The Rhino tried to stop his forward progress, but was blinded as much as Peter and Ben and instead slammed into the wall.

“Well, Peter… you want ‘her’ back?” The Goblin’s voice sang. “Then come and get ‘her’!”

“You aint goin nowhere spider-freak!” The Rhino called out, rushing at Peter again. He was halfway across the room when Ben dropped from the ceiling onto Rhino’s head.

“Taxi! Oh Taxi!” Ben said as he sprayed webbing all over The Rhino’s eyes. “I need to get to Lexington and Vine and there’s an extra fiver in it for you if we get there in less then ten minutes!”

The Rhino roared with rage and reached up to rip Ben off with one hand and the webbing off with the other. He left himself wide open and didn’t realize that Peter had reared back and threw a punch right at Rhino’s mid-section as Ben flipped off of him.

“I’m gonna snap you like an OOOOOOOOOOF!!!” The Rhino’s threat was cut short by Peter’s punch. He doubled over, the wind momentarily knocked out of him.

Ben winced. He knew that had to have hurt Peter as much as it had hurt the Rhino.

“Hey! Get outta here! I’ve got this!” Ben shouted to Peter. “Go find what we’re here for!”

Peter nodded, then turned and rushed in the direction the Goblin had fled in.


Why am I bothering to write all of this?

Who’s going to read it?

I mean… Peter never will. Either he’ll be with me or he’ll be dead.

Harry… Harry is gone.

Maybe little Normie? Perhaps he could pick up where his father failed?

Perhaps.

Maybe Peter’s little itty bitty BABY?

The daughter that will be raised in the way of the Goblin.

Perhaps.

Perhaps my new little protégé?

Oh that’s rich.

No, there could be another. I have taken steps to see to that.

Wait, I hear him. He’s coming.

Here we go. The Final Countdown. Oh the irony will be so thick we’ll be able to cut it with a knife.

Curtain… going up.


Peter paused at a wooden door. He waited for some sort of reaction from his spider-sense. That low, dull tingle was there, but it was not giving him an actual danger signal. It was almost as if it was confused. He couldn’t wait though. He had no choice but to move forward.

Peter kicked in the door and dove in low. He rolled on the ground and popped up high to the ceiling.

Sitting at a desk, calmly, was Norman Osborn. He was wearing his Goblin outfit but the mask was lying on the desk in front of him.

“Hello Peter.” Norman said.

Peter’s eyes darted around the room. He could see a figure standing in the dark corner of the room, behind Norman. He tensed himself and dropped to the ground.

“Where’s the baby Norman?” Peter demanded.

“Peter.” Norman tisked. “Peter, Peter, Peter. Please my boy… sit. Would you like a drink?”

“Cut the crap Osborn.” Peter hissed.

“I know you’re upset Peter.” Norman replied. “And I would be also... I mean... I know exactly how it feels to lose a child... as you well know.”

‘This is between you and me.” Peter told him. “Not a helpless and innocent baby that has nothing to do with this!”

“THERE ARE NO INNOCENTS!” Norman shouted, leaping to his feet. He stopped and appeared to compose himself. “Come now Peter. You should know by now that everything and everyone has to do with this thing between you and I.”

Peter moved slowly to his left. He wanted to keep Norman talking and he wanted to get a better glimpse of the figure hiding in the shadows.

“So what now? We fight again? I beat the snot out of you? Maybe you get away? How long do we dance to this song Norman?” Peter asked.

“No. We don’t need to fight. What you need to do, is realize that there was always only one conclusion to this.” Norman said. “It doesn’t have to be like this between us Peter. We should be together, united in a single goal… not always fighting for nothing.”

“You want me to join you. That’s what this is about?” Peter shook his head, amazed. “After everything you’ve done…”

“Peter, stop and think.” Norman said. “Every single horrible thing between us has come from this endless battle. We’ve both lost, many times.”

“God, I should never be surprised by how insane you are… but despite myself I always am.” Peter replied. “You kill Gwen, you inject my wife with something to screw up her labor... you kidn-”

Norman burst out laughing. “S… screw with… with her… l…labor? Is THAT what you think it was supposed to do?” he giggled. “Oh Peter… Oh my.”

Peter stopped… confused. “What the hell…” Understanding started to dawn on him as Osborn laughed. “Oh my God… Norman what did you do?”

“Peter… haven’t you been asking yourself why your spider-sense hasn’t been ringing off the hook?” Norman replied, wiping his eyes with tears of laughter. “One of the reasons? I honestly mean you no harm right now. The other?” Norman turned and motioned the figure behind him to come forward.

“Who is that?” Peter demanded. “WHO IS THAT?! WHAT DID YOU DO?!”

The figure came forward. It was a female form dressed in a Green Goblin costume. Peter realized that it was THIS figure, NOT Norman who had been in the other room before.

The only difference in the costume from Norman’s, was the long red hair that came from the mask.

“That injection wasn’t to mess up Mary-Jane’s labor.” Norman explained. “It was the first part of a new goblin formula. Had my plans gone better last night, I might not have ever had to administer the second part. However, Mary-Jane walked out of the hospital and right into my arms. The opportunity couldn’t be wasted.”

“YOU’RE LYING YOU TWISTED FREAK!” Peter screamed. He leapt at Norman, but the female Goblin moved as Peter did and the two of them collided. Norman stepped back carefully.

Peter and the female Goblin hit the ground and rolled, grappling. She hit Peter with a simple blow that seemed to be designed more to break his grip than it was to hurt him.

She succeeded and broke away. Peter flipped to his feet and snatched at her. Her speed was almost as good as his, and she avoided his grasp. She kicked at Peter, but he blocked the kick, noting the force behind it. He shot a webline at her waist, snagged her and yanked her to him.

The female goblin stumbled towards Peter. He spun her around and caught her in a hammer-lock. He then pulled off her mask.

Under the mask, the face of his wife glared at him.

Peter let go of her and stumbled back. “No! NO!”

“Oh yes Peter.” Norman said, coming forward. “I told you it was time for us to stop fighting and time for us to join together… as a family. You, as the son I should have had. Her, as the proper daughter-in-law to help carry out the family business.”

Mary-Jane stayed silent. Her eyes burned at his. He could see the power in those eyes… but Peter knew that along with that power… was madness. Mary-Jane’s mind would be broken. Like Norman and Harry before her, she would be insane.

Peter mind raced. If he could get his hands on the goblin compound, and with some help from Reed Richards, and maybe Curt Conners, there might be a way to reverse the formula coursing though Mary-Jane’s veins.

“Peter, I know what you’re thinking… and I’ll tell you what. I will GIVE you the proper chemical components to this new formula. I’ll HELP you remove the traces from your wife… and remove my hold on her.” Norman smirked. “AFTER you have proven to me we are as of one mind… one purpose. I will return your wife AND your daughter to you… and you and I will protect our family together. Your baby and little Normie will be the future that we will shape.”

A loud crash came from the room behind them. A moment later, Ben bounded into the room, looking a bit disheveled.

“Sorry Norman, I kind of broke your floor in there. Rhino fell in and is stuck at the bottom of some shaft.” Ben called out, landing at Peter’s side. “I’ll tell you what, you let us pound on you for… say… ten minutes or so, they we’ll just come by tomorrow with some spackle and titles and we’ll fix that RIGHT up, okay?”

“Peter. My offer is limited. And it includes getting rid of this THING here.” Norman hissed. “In fact, if he was DEAD by now, I wouldn’t have felt the need to complete Mary-Jane’s transformation. You should WANT him dead.”

Ben looked to the side and realized that Mary-Jane was there in a Goblin costume. He looked at Peter. “Oh God…when she wasn’t in the hospital... I thought… I thought you took her somewhere…”

Peter looked back at his ‘brother’. “I’m sorry Ben.” he said. “But you KNOW what has to be done.”

With that, Peter lashed out and caught Ben under the chin with an uppercut. Ben’s head snapped backwards. He hit the ground and rolled over into a crouch.

“Peter… I…” Ben started.

“Don’t bother Ben.” Peter hissed. “He has my wife and child.”

Peter leapt at him. Ben knocked Peter away and tried to nail him with a shot of impact webbing. Peter flipped backwards and avoided it and landed on the wall.

He tensed himself and with a powerful leg thrust, jumped forward and tackled Ben.

The two rolled onto the ground. Peter hit Ben twice with fists to the stomach. Ben kicked Peter in the chest, but Peter rolled on top and pinned him down. Peter hit Ben in the face, once…twice…three times.

Ben reached up and took hold of Peter’s head. He then came forward and smashed his forehead into Peter’s. Peter fell back. Ben jumped up into a defensive stance.

Peter picked himself up and appeared to stumble. Ben moved ahead cautiously. Peter put a hand on the wall, as if to steady himself. Ben reached out. Peter suddenly grabbed Ben’s arm and yanked him forward. Before he could react, Peter braced his arms around Ben’s head and twisted it violently. A low snap was audible and Ben fell to the ground.

Norman stepped forward and looked long at Ben’s body on the ground. He then looked back up at Peter and smiled, an aweful smile.

“Not so hard when you have proper motivation… is it Peter?” he said. He kneeled down and grabbed the back of Ben’s mask. “Don’t feel bad, it’s not like he was huma… wait a minute. Why hasn’t his body started to dis-”

“SURPRISE!” Ben shouted. His legs shot out and caught Norman’s neck in a scissor-lock. Norman crashed to the ground… Ben’s legs trapping his head and neck.

“Don’t make him snap your worthless neck like I just pretended to do to him, Norman.” Peter said. “Because at this point, you are right. It IS easy to do with the proper motivation. Where do we find the goblin formula and WHERE IS MY DAUGHTER?”

Norman’s eyes blazed with anger. “You still insist on this.” he hissed. “You just WON’T LEARN. You’ll choose this hollow freak of nature over what you HAVE TO KNOW is your destiny!”

“I know that he is more human than you will EVER be!” Peter shouted. “HE is my family, along with my wife and baby! And we will figure this out with you or without you!”

“I think not Peter.” Norman sneered. “My dear? FREE ME.”

Before anyone could react further, Mary-Jane leapt forward and landed on Ben. His legs loosened enough for Norman to slip out. He rolled back and pointed a finger at Ben. Peter jumped forward at Norman.

“DIE YOU INTERFERING FOOL!” Norman screamed as he shot a thin laser at Ben.

“You aren’t getting away this ti-” Peter was shouting as he leapt at Norman.

Peter’s leap brought him between Norman and Ben. The laser caught him in the head.

“NO!” Ben screamed.

“PETER!” Norman also screamed.

Peter fell to the ground, a neat, bloodless hole in the center of his forehead. There was no movement.

Ben shoved Mary-Jane off of him. She gave no resistance. He scrambled to the fallen body of his ‘brother’. Norman beat him to it. He pulled off Peter’s mask.

Peter’s eyes were wide open. There was no life in them. The hole in his forehead went right though.

“You. F…freaking. M… monster.” Ben stammered.

Norman looked up. “This should have been you.” he said.

“PETER!!!!” a voice screamed. Both looked up. Mary-Jane seemed to have come out of her daze.

She walked forward slowly. She stared down at her husband lifeless form. She then fell to her knees. “He… he’s…he's gone.”

“This is HIS fault Mary-Jane.” Norman told her, pointing at Ben. “We have to rid ourselves of him. He must die.”

“Die?” Mary-Jane said. She suddenly giggled. Her eyes looked wild. She looked crazily at Ben, who skirted back a little… then she reached out gingerly and cupped the side of Norman’s face.

“Yes. We have your daughter to think about now.” Norman told her.

“The… the baby.” Mary-Jane said. She giggled again. "Yes." She then blasted her finger lasers into the side of Norman’s face.

Norman’s body went rigid. His eyes shot open wide. Before he could even scream, Mary-Jane reached out and twisted his head. A loud snap was heard, and Norman’s body fell to the ground, the neck at an awkward angle. Mary-Jane stood up and fired her finger lasers into Norman’s face and head, again and again, almost obliterating it.

“Come back from that.” she hissed and kicked the nearly decapitated body. She then giggled again. The giggle evolved into a fit of laughter.

Ben stood carefully. He wasn’t sure what to do.

Mary-Jane stopped. She looked at Ben, her face twisting. “I. Can’t. Help. It.” she tried to explain.

“We’ll figure it out.” Ben told her. “I’ll help you. We can-”

“Peter.” Mary-Jane said wistfully. She looked down at his body. “Oh Peter.”

She burst out in a fit of giggles again.

“My. Daughter. Ben.” Mary-Jane gasped between the laughing. “Please.”

Her laughter rose until it was almost a scream. She leapt onto a goblin glider hovering in the corner. And flew up.

“Mary-Jane! Wait!” Ben shouted. “We can cure you! Don’t!”

Either she didn’t hear him or she didn’t agree. Mary-Jane continued flying up and burst out of the skylight, flying off… her laughter echoing through the dusk.

FROM THE JOURNAL OF NORMAN OSBORN:

So, as much as I am loathe admitting this… I must plan for defeat.

Peter has bested me enough in the past that he might do so again. And while I doubt it, accidents happen... tempers flare… and I might find myself on the receiving end of my own plans.

My power kept me alive before… can I relay on them keeping me alive again?

I must plan for the possibility that they will not.

I have one last clone chamber left from Professor Warren’s work.

I’m not sure if I can recreate his work perfectly, but I must try.

No matter what happens, the legacy of the Goblin must go on.

Either with me, Peter, Normie, Peter’s little baby, Mary-Jane… or something else.

So let’s see what this little chamber can do.


“… Witnesses say that the man was dropped at least fifteen stories by a green and purple figure on some sort of flying glider. He was declared dead on the spot. ‘She was laughing so loud… oh God it was so chilling!’ Susan Hilling, one of the people on the scene remarked. Could this be a new Green Goblin? The Goblin, a constant foe of Spider-Man’s had not been seen for years, but recently appeared back on the scene last month in an attack on the Daily Bugle. Any connection between these tw-”

Alison Mongraine turned the radio off and settled back in her seat. Whatever was going on back in New York, it sounded as if there were problems.

She hadn’t heard from her employer for a long time now. There had been no further deposits to her account. The credit cards she has been given were not being paid off and she was almost at their maximum limit. All calls made to the phone number she had been given had gone unanswered.

She turned and looked at the baby sleeping in the crib next to her. If things didn’t change soon, she’d have to consider just selling it on the black market.

She got up and walked across the cabin and looked out a port hole. The little houseboat her employer had given her was beautiful. It would bring her a decent amount of cash also. She’d sell that first if she had to.

She heard something hit the roof of the boat. She looked up, startled. She put down her drink and rushed to the deck.

Nothing was out there. Just the cool, night ocean air. Alison looked around a moment then went back below deck.

Standing in the cabin, was Spider-Man.

“OH MY GOD!” Alison exclaimed, surprised.

“It took me some time to find you.” Spider-Man told her.

She took a step backwards. “Why are you here Spider-Man?”

“Let’s see… impersonating a nurse, conspiracy in a criminal act, fraud, kidnapping… should I pick one?” Spider-Man asked. He walked over to the crib and looked down at the baby inside it.

Alison’s mind raced. How did Spider-Man know about all of that? She glanced at her handbag on the table. She had a gun in there.

“I was finally able to trace your last call to Osborn.” Spider-Man told her. “And I wouldn’t count on getting to that gun you have stashed somewhere before I get to you.”

Alison turned and ran upwards. She rushed across the deck to the little life raft. Maybe Spider-Man would have to worry about the baby and he would let her go.

She was right. Ben didn’t care about Alison Mongraine. He let her go. His ride would take care of her.

Alison lowered the raft into the water and dove in next to it. A second later she hoisted herself into the raft. As she did, she realized something was in the air above her.

Hovering over the houseboat was a strangely shaped flying craft of some kind. A figure looked over the edge and smiled down at her. She recognized him from pictures in the paper and on TV.

“Going somewhere?’ Johnny Storm called down to her.

Inside, Ben Reilly picked up the baby and whispered to her, rocking her.

“It’s OK little May.” He cooed to her. “That’s your name. That’s what your mommy and daddy wanted to call you. I’ll take care of you. I’ll be there for you… and one day… we’ll find your mommy and help her. I promise.”

Ben fought back a choke in his throat.

“As for your daddy… he was a great man. He was…” Ben’s word caught in his throat. He composed himself and took a deep breath.” He was my brother. I’ll tell you ALL about him.”

Ben carried her up and onto the deck. Outside, The Human Torch had just dropped a struggling Alison into the fantastic car.

“HEY lady! Watch it!” Ben could hear The Thing shout above. “HEY WEBHEAD! Let’s get going, willya?”

Baby May, now awake looked up. She had red hair like her mother, but her eyes, with no doubt, were Peter’s.


Inside a cold dark lab, under a building leased out by Dikto Incorporated, who was partners with a company called Lee Estates Limited, who was owned by a conglomerate headed by silent partner Osborn Industries… sat a coffin shaped metal cylinder. Dust had started to form all over the equipment. Nothing had stirred there in six weeks.

Suddenly a hand weakly pushed up from the inside...

What future is there for Mary-Jane Parker?

Will Ben Reilly succeed in curing her?

What is in that cold, dark cylinder?

What life will little May Parker grow up in?

That’s not for me to say. I have no part to play in these questions. I can only sit and wait… and observe.

For I am... The Watcher.