Disclaimer: Spider-Man and all Marvel characters are property of Marvel Comics. All Transformers characters are property of Hasbro. I am not making any money from this; I wrote this for only my own enjoyment.

Midtown High, Queens, New York, October 12, 2007

Sitting in his desk in his Trig class at Midtown High, 16-year-old Peter Parker was bored to tears.

'The cosine of an angle is the adjacent side over the hypotenuse; sine is opposite over hypotenuse, and tangent is opposite over adjacent! How hard is that to understand?!' Peter mentally muttered, as he absently ran a hand through his short brown hair, his blue eyes drooping with boredom. Since most of the class failed to retain this simple fact, the teacher had to continue harping on it...consequently boring the students who had paid attention to death.

'Dear Lord, I almost wish that one of those clones were here to attack me.' Peter groaned to himself. At this point, he was willing for anything to happen, to get him out of here.

These past few weeks had been nuts, which only added to Peter's irritability. Just a short while ago, General Nick Fury of S.H.I.E.L.D., along with his personal team of super-humans, the Ultimates, had tried to arrest him, during which time, his Aunt May had discovered his secret identity – namely, that he was the costumed hero known as Spider-Man – and more-or-less disowned him. And during that, he'd had to deal with numerous clones of him – powers and all – that had been developed, by S.H.I.E.L.D., in the event that he went rogue – which he hadn't, thank you very much – including an aged clone that had impersonated his long-dead father, Richard Parker. The stress of the whole incident had caused Aunt May to have a heart attack, which only added to Peter's strain.

And, to top the whole thing off, his then-girlfriend, Kitty Pryde, the wall-phasing teen mutant superheroine, of the X-Men, had seen him kiss his old girlfriend, Mary-Jane Watson, when Peter had gone to visit Aunt May. To make things worse, Kitty had transferred to his school...and was now avoiding him like the plague.

'It's official; I could not screw up any worse than I already have.' Peter thought grimly. On a lighter note, he and MJ had gotten back together, and Aunt May had forgiven him, though they were still a bit awkward about the whole 'Spider-Man' issue. Nick Fury had agreed to lay off him, a bit...provided he didn't mess up so horrifically that Fury had to change his mind. Still, Peter was jumpy; after all the crap he'd gone through, recently, he'd been half-expecting something to happen, so much that he was wearing his Spider-Man costume under his blue jeans, black t-shirt, and light-blue buttoned short-sleeved shirt.

Finally, classes ended, and thankfully, Trig had been the last class of the day. Promptly, Peter stuffed his books in his knapsack, and headed to his locker, to pick up the rest of his stuff and head home...

"Hey, Tiger!"

Looking up, Peter automatically smiled as he saw Mary-Jane, his childhood friend and the unquestioned love of his life, walk up to him. Her hair, long and ruby-red, was flowing freely down past her shoulders. Her emerald eyes were sparkling happily, matching her perfect smile. She was wearing her light magenta t-shirt, as well as her tight black pants, with golden beads running up and down the sides, accentuating her slender-yet-curvy figure, with simple blue earrings in her ears.

"Hey, MJ." Peter greeted. "How are you?"

Mary-Jane smiled. "I should be asking you that." she quipped. "Are you feeling okay?"

Peter sighed. "Yeah...although Kitty still isn't talking to me." He'd met Kitty some time after he and MJ had broken up – due to Peter trying to keep her safe from the dangers of his double-life. Their relationship had been going okay, until things had started to go downhill...ending with the hospital incident. He still cared about Kitty as a friend, and he didn't want to lose just about the only other friend he had in school.

Mary-Jane smiled lightly. "Give her time, Peter." she said. "It took me a while to talk to you after we broke up, remember?"

"Maybe." Peter agreed. "I just handled the whole thing badly. I'm starting to feel like I'm cursed..."


The water-balloon hit Peter dead-center in the face, completely soaking him. Peter's expression went flat as the laughing Flash Thompson – football team captain, Big Man on Campus, and Peter's longtime tormentor – walked by, followed by his little entourage. "I thought you looked thirsty, Parker!" Flash sneered. "I figured you could use a drink!" With that, he walked away, to the general laughter of the student body.

Mary-Jane looked stricken as Peter sighed. "See what I mean?"

"Peter," Mary-Jane said, "you can't let Flash get to you..."

"Mary-Jane, Flash's jackass antics are the last thing on my mind." Peter muttered. "Sometimes, I don't know why I even bother to put on that stupid costume."

Mary-Jane sighed, and then smiled. "Hey, why don't we go and get a soda? You know, to get your mind off of...'things'?"

Peter sighed; right now, he did not feel like getting a soda, even with MJ. "Sorry, MJ, but I'll have to take a rain check." he said. "Right now, I just... need a little 'me-time,' okay?"

Mary-Jane slightly wilted. "Okay." she said. "Just...call me when you're feeling better, okay?"

"Okay." Peter replied. "Later." With that, he headed out of the school, walking along the sidewalks.

Peter didn't really have any idea where he was going; he just needed to think, and walking was the only way to do that, except for web-slinging, but he wasn't about to do that. 'My luck is rotten enough already, without me pushing it.' he thought.

It wasn't fair. Ever since that stupid spider-bite that had given him his powers, he'd tried to do the right thing with those powers; he'd tried to live up to the lesson that his beloved Uncle Ben had tried to teach him...the lesson he should have followed the night that Uncle Ben had died.

And all it had gotten him was jack squat. His boss – J Jonah Jameson – hated his guts, and blamed him for anything at every chance he got. Spider-Man was pretty much one of the most hated super-humans in New York, and for what good he managed to do...he got zero gratitude.

Peter hadn't gotten into the super-hero business for gratitude, but all the ingratitude of his life – the sheer injustice of his life – couldn't help but wear at him.

And all of that came through when he was with his family and friends, especially MJ. Peter hated how he'd acted around her, just then; she didn't deserve to have him stressed-out and taking it out on her, to any degree. He loved MJ...but she just couldn't understand where he was coming from, no matter how much she tried to. 'Does anyone understand what it feels like to try to do the right thing, just to get absolutely nowhere because of it?!' he mentally fumed.

By then, Peter was pretty much the only person on the street; even the roads were empty. He was in a part of Queens that pretty much nobody went to.

'Hang on...' Peter thought, '...I know this place...' He'd been here before, many times, when he was younger; he had often begged Uncle Ben and Aunt May to take him here. And now, he was standing before it, before those massive statues, in memoriam to the equally-massive figures of which they were effigies of.

Autobot Memorial Park.

This was where he'd wandered to. Right now, he was standing before the massive bronze statues of the Park, made in homage to the massive metal warriors that had defended Earth, years ago. Specifically, he was standing at the base of the large bronze statue of Optimus Prime, the Supreme Commander of the Autobots, and one of the greatest heroes in Earth history. The entire statue was bronze, naturally, but the statue was a perfect likeness, although on a smaller scale; the statue was about ten meters tall, while the real Prime towered over thirty. His legs were twice the thickness of Peter's torso, with wheels on the sides of his shin-struts. The upper part of his chest resembled the front of an 18-wheeler semi-truck, with the twin exhaust pipes on his upper arms, strong enough to punch a whole in a fifty-meter-thick titanium wall. His head was covered in a helmet, with antenna-like spikes on the sides, where his ears should have been. His mouth was covered by a face-plate, and his optic-sensors, in real life, were a bright blue, shining with timeless wisdom. The statue was standing tall, much like the real Optimus Prime would, and pointing towards the stars with one hand, the other hand resting at his side.

And there was a plaque at the base of the statue, with two inscriptions engraved in it. The first was the Autobot motto.

Until All Are One.

And beneath that inscription was Optimus' famous call to action.

Transform and Roll Out.

Around Peter were slightly smaller statues of other Autobots, which Peter also recognized.






Looking around, Peter spotted a stone pedestal, with a plaque that listed all the names of the Autobots that had come to Earth...and those that had fallen defending it.

Peter knew the story of the Transformers, the massive robot aliens who had the ability to transform into other machines – mostly vehicles – and back again whenever they wanted. He knew how a civil war had erupted on their home planet of Cybertron, between the peaceful, freedom-loving Autobots, led by Optimus, and the greedy, power-hungry Decepticons, led by Prime's eternal nemesis, the brilliant-yet-insane Megatron. He knew how that war had escalated, as the Decepticons had started to invade other worlds, looking for energy resources to fuel their armies, and as the Autobots followed them, to stop their conquest.

And he knew how a bunch of the Autobots, including Prime, had crashed on Earth, over 5 million years ago; during a space-battle against the Decepticons on board the Ark, the Autobots' flagship, that massive ship had crashed into a volcano, as the Decepticon flagship, the Nemesis, Peter believed, crashed somewhere into the ocean. He knew that, some time in the 1980's, a volcanic eruption had woken the sleeping metal giants up from their stasis, prompting them to emerge from the fallen Ark, and scan local Earth vehicles, assuming their shapes as alternate forms.

Almost immediately after waking up, the Decepticons had begun to do what they did on so many other worlds: drain Earth's resources, converting them into "Energon," a type of energy that all Transformers consumed, with absolutely no regard to humanity...and the Autobots had quickly regrouped and tried to stop them.

And from then on, Earth had been drawn into their war; humanity – for the most part, anyway – had sided with the Autobots, working with Prime and his forces to stop Megatron at every turn. If there was one good thing that had come from the arrival of the Transformers, it was that the immediate threat that Megatron had imposed had convinced most of the world leaders to drop their petty differences and work together; almost overnight, the Cold War ended, as the U.S. and former Soviet Union joined with the Autobots, to coordinate against the Decepticons.

Even so, the fighting lasted for almost a decade, until some time in 1991, when the Autobots and their human allies finally drove the Decepticons from Earth. With victory finally achieved, and after helping rebuild the damage from the war, Optimus and the Autobots had departed Earth, to continue the battle against Megatron's forces, to keep him from doing to other planets what he'd tried to do to Earth.

And humanity had just picked up where it had left off, and life had just continued on for the past 16 years, as people slowly began to forget about the war...and the sacrifices of the heroic Autobots. Almost no-one came to this Memorial, now; no-one remembered the valiant machine soldiers that had fought for them; no-one remembered what that time had taught them – the world was just as divided as before, especially on the whole 'mutant issue.' It was as if Optimus and the Autobots had never been here, at all; no-one remembered what they had done for Earth, and for humanity.

'Boy, do I know what that feels like.' Peter thought glumly. If he understood anything, it was getting zero gratitude for the good that Spider-Man tried to do.

Then, Peter sighed sadly; unlike him, however, Prime wouldn't have even shrugged at the lack of gratitude. Optimus Prime was a true hero; he would have done what needed to be done, no matter what. 'I bet he wouldn't have made half the stupid mistakes I've made.' Peter thought.

Then, as he looked up at the statue of the mighty robot, a nutty idea came to Peter. He knew it was pretty stupid, and that it wouldn't accomplish anything...but he needed to talk to someone, even if that someone wasn't really there to listen.

Quickly, Peter looked around, making sure no-one else was there to see him...and then leapt up onto Prime's leg, adhering to the metal, before leaping off to land on the statue's shoulder. "Uh...Commander Prime?" Peter asked, while trying to suppress his own embarrassment at the fact that he was talking to a statue. 'Maybe I've finally lost it.' he thought. 'Aw, what the hell...what little sanity do I have left to lose?'

As expected, the statue hadn't responded to his question...but Peter could imagine what the real Prime would have done; Optimus would have calmly turned his head to look at the passenger on his shoulder, one optic-socket slightly arched quizzically. Mutants and other super-humans hadn't really been around when the Autobots had been on Earth. The real Optimus Prime probably wouldn't have known quite what to make of him.

Peter took a deep breath. "I'm...Peter Parker." he said. "Well...just in case you haven't figured it out...I'm Spider-Man." He gulped. "Don't...don't tell anybody, okay, sir? I just...I really need to talk to someone about some of the stuff that's happened to me."

He imagined that the real Prime would just nod thoughtfully, and then speak in that powerful-yet-gentle, reassuringly wise voice of his.

'I'm listening.'

Peter sighed. "Well, sir," he said, "I guess I'd better start at the beginning..."

Midtown Ice Cream Parlor, Queens

Shortly after dropping by her house to drop of her things, Mary-Jane had headed to the local Ice-Cream parlor, the local teen hangout; hopefully, Peter would be here, trying to drown his sorrows in a 7-Up.

'You do enough brooding, lately, Peter Parker.' Mary-Jane thought. 'I am going to cheer you up, whether you like it or not!'

As she walked through the doors, Mary-Jane quickly scanned the booths...only to find that her boyfriend was not among the crowd. Sighing to herself, she turned to go...

...and stopped as she saw who was here. She was sitting in a booth, all by herself, sipping a blueberry Slushie. She was around 16, the same age as Mary-Jane, and around the same build, if a bit more athletic than Mary-Jane was, after all those missions she'd undoubtedly done. Her hair was long, and chestnut-brown, her eyes a shade of baby-blue, and she was wearing a light blue t-shirt and blue jeans.

Kitty Pryde. Former X-Man...and Peter's ex.

Mary-Jane almost started to leave, again, but something stopped her. Kitty was just about the only person in school who got picked on more so than Peter, because of her mutation. What really incensed Mary-Jane about that was that some of her friends – including one of her best friends, Liz – had been the ones making fun of Kitty! She'd always thought that her closest female friend didn't buy into that sort of racist crap, but apparently, she'd been sadly mistaken.

Mary-Jane hated how things between Kitty and Peter were, now; for Peter's sake, she needed to do something.

She took a deep breath, crossed her fingers, and walked towards Kitty's table. "Hi." she greeted simply. "Do you...want some company?"

Kitty briefly looked up from her soda...and looked back down, again.

Mary-Jane tried again. "Look, the people at school are all jerks, okay?" she said. "And as for...the other thing, I know Peter wasn't trying to hurt you, or anything..."


Mary-Jane sighed. 'I gave it my best shot...' "Okay." she finished. "If...if you really don't want to talk...I won't bug you, anymore." She turned to go.


Kitty's voice made Mary-Jane turn around. "Part of me wants to hate you." Kitty said. "Part of me just wants to grab Peter by the throat and phase him into the ground and leave him there." She sighed. "And then the rest of me reminds that other part that all that's happened was because of the crap that's happened to him because he tried to do the right thing."

Mary-Jane managed a smile. "Yeah, he's...kinda annoying, that way."

Kitty softly chuckled. "All this anger isn't getting any of us anywhere." she said. "I think we need to clear the air."

Mary-Jane nodded, and slowly sat down. "So..." she began awkwardly.

"Yeah." Kitty agreed. "So...how exactly do you know Peter?"

Mary-Jane smiled. "Peter and I have been friends ever since we were kids." she answered. "He was always a little nerdy, but in a sweet, adorable way!"

Kitty chuckled. "Yeah, he kinda out-geeked me on our first date." she admitted. "He used a line from an old Indiana Jones movie."

Mary-Jane laughed. "Oh my God, please tell me he didn't use the 'Yeah, you're really something' line!" she exclaimed. Kitty just chuckled. "He did, didn't he?" Mary-Jane guffawed.

"He did." Kitty confirmed, smiling. Then, her smile dropped into a frown, as she sighed. "I should have known we weren't going to last." she muttered. "He said that he'd broken up with you in order to keep you from getting hurt. That should have been a red-flag, right there! Why didn't I see that? What is wrong with me?!"

Mary-Jane looked stricken. "It's my fault." she said. "I wasn't listening to him, and I kept almost getting hurt or killed because of it; that's why he broke up with me – because I was just too dumb to pay attention to him when he was trying to keep me safe. If you want to get mad at someone, get mad at me."

Kitty smiled sadly. "I guess, when it comes to guys, we're all a little dumb."

Mary-Jane chuckled. "Just like when it comes to girls, all guys are really dumb." she joked, causing Kitty to laugh.

After she'd finished laughing, Kitty sighed. "I'd transferred here to get away from all the mutant-related poop I had to deal with when I was with the X-Men," she said, "but here I'm insulted, laughed at, looked down on, and made fun of! I got enough of that at work!"

"Well...that's kinda what Peter goes through, every day at school." Mary-Jane pointed out. "But as far as all that stupid prejudice goes, you are absolutely right! God, I just can't believe that my friend Liz actually buys into that!"

Kitty nodded somberly. "Yeah, that kind of illogical hate gets real old real fast, especially when it's coming from more than half the country." she muttered. She looked regretful. "Hey...I don't want you to lose your friends over me..."

Mary-Jane vehemently shook her head. "My so-called 'friends' need a major reality-check." she said. "Don't worry about me, Kitty."

Kitty lightly smiled. "Thanks."

Mary-Jane's smile became a bit sheepish. "Kitty...I know that you probably still have a lot of reason to be royally pissed at me," she said, "but...I'd like to at least try to be friends...okay?"

Kitty thought for a minute...and then smiled, nodding. "I think I'd like that."

Mary-Jane's smile grew. "I'm glad to hear that." she said. Chuckling, she added, "So...any chance that Peter has passed through here?"

Kitty shook her head. "Nope. Sorry."

"Darn." Mary-Jane muttered. "He's been pretty bummed about everything, lately; I was hoping I could find him and cheer him up."

"Sorry, but I haven't seen him at all, today." Kitty said. "Have you tried the library, yet?"

"Not yet; I was going to try there, next." Mary-Jane replied. She smiled. "Want to come with?"

Kitty smiled. "Sure!" With that, after Kitty had finished her Slushie, the two of them headed out of the parlor, towards the public library.

Autobot Memorial Park

"...so, after I managed to web a royally pissed Wilson Fisk to the wall, I decided to help myself to a few of his CDs." Peter said to the statue of Optimus Prime.

He'd been talking for the better part of a couple of hours, or so; he could see the sky start to turn a faint orange as sunset approached. He'd been spilling his guts – basically – to this inanimate replica of Prime...and was mildly surprised at how therapeutic it felt.

He chuckled as he imagined the real Prime's mildly amused expression...or, at least as amused an expression as Prime could have; having a face-plate over one's mouth tended to make facial expression challenging.

"That was actually one of the few things I did right," Peter continued, "because those CDs were chock-full of all sorts of goodies that a lawyer might have found useful in putting Fisk away...including a video of Fisk murdering someone with his bare hands! I mean, come on! How arrogant can a guy be, to actually do that, then tape it, and think that he's gonna get away, scot-free!" He chuckled. "I just wish I could've seen the Kingpin's face when he saw the headline on the Daily Bugle!"

He imagined Optimus' chuckle, and his reply. 'I can imagine.'

Peter's smile faded. "Yeah, well, it didn't last." he said glumly. "Like all big-time crooks, he was paid up with the right people; the judge declared that evidence inadmissible and dismissed all charges against him." He sighed. "I felt like crap, that day; all I'd done, and that murderer just walks."

In his mind, he saw Optimus nod slowly. 'Evil is tenacious, that way.' came his sage reply. 'It very seldom is defeated so easily.'

Peter nodded. "Yeah, you're right." he said. "You'd know that, wouldn't you? I mean, how many times did that monster Megatron and his Decepti-chumps get back up after you guys kicked their steel-plated butts? I can't even imagine what that was like; he'd probably been coming back for the better part of several millennia, or more! That had to be frustrating!"

He imagined Optimus nodding. 'At times, it was disheartening, yes.' his reply would have been.

Peter nodded, and then sighed. "At least you had an army." he said glumly. "You had dozens of other Autobots backing you up; you guys worked together, covered for each other, and you respected each other." He lowered his eyes. "Me? I'm pretty much all alone, out here. Sure, sometimes, I'll team up with Reed Richards and the rest of the Fantastic Four, but a lot of the other super-humans in New York would just as soon clobber me as the bad guys! Take that guy Daredevil, or the Punisher! Not only that, but the entire city practically hates me!"

In his mind, he saw Prime's optics narrow at him. 'That doesn't matter.' Prime would have said sternly. 'What matters is that you're doing the right thing, son. You're fighting for what's right; that's the important thing, not what others think of you.'

"I know that, sir; believe me, I know." Peter said. "It's just...God, it's just so hard to go on, sometimes..."

'Of course it is; that's why it's so important to keep going.' came Optimus' imagined reply. 'Nothing worthwhile is easy; if it weren't hard, it wouldn't be worth doing.'

Peter sighed. "Yeah, you're right." he agreed. Then, he returned to his quasi-monologue. "Anyway, I had thought that things couldn't get worse, but, boy, was I wrong..."

Daily Bugle, New York

'Peter, the things I do for you...' Mary-Jane thought as she and Kitty walked out of the office building of the Daily Bugle, where Peter worked.

They'd had no luck at the library, or at the movie theater...forcing them to try Peter's workplace. "God," Kitty muttered, "how Peter puts up with that Jameson guy is beyond me."

"Well, he did say he'd given Peter his job back," Mary-Jane thought aloud, "so he does have a heart...somewhere."

Both girls chuckled at that. "Well, I'd thought that he'd be here, for sure..." Kitty mused.

"No; today was Peter's day off." Mary-Jane said. "It was a long-shot." Then, she looked up at the sky; it was sunset, now, with night fast approaching. "I hope he's okay..." she added. "I mean, I don't hear any police sirens, so he's not out doing...you know."

Kitty nodded. "Hey...I'm sure he's okay." she replied. "We must be forgetting something, though..."

Just then, Mary-Jane's cell-phone started to ring, and she promptly answered it. "Hello?"


It was Peter's Aunt May. "Hi, Mrs. Parker." Mary-Jane replied.

"Hello, dear." Mrs. Parker said. "Is Peter with you?"

Mary-Jane looked stricken. "Actually, Mrs. Parker...I was going to ask you that." she replied. "Kitty and I have been looking all over for him. We've tried the library, the theater...even the Bugle!"

"Oh, no..." Mrs. Parker gasped, and then she paused. "Hang on...I think I might know where he might be. Are you two still at the Bugle?"

"Yes. Why?"

"Just stay there; I'll pick you both up." Mrs. Parker said. "I'll be right there."

"Okay. Bye." Mary-Jane said, and she hung up.

"What happened?" Kitty inquired. "Does she know where he is?"

"I think so." Mary-Jane said. "But I have no idea where..."

Autobot Memorial Park

Sunset had come, with night quickly following...and Peter was still talking to the statue of Prime.

"...so it turns out that it was Fury who'd made all those clones of me." Peter said. "You know, just in case I went wacko. Unfortunately, one of 'em – thinking he was me – kidnapped Mary-Jane. Luckily, the Fantastic Four – I told you about them – helped me rescue her, and they helped her recover from the trauma that the psycho-clone inflicted."

Peter sighed. "But that was after an older clone pretended to be my dad, and tried to take custody of me...at which point Aunt May, after discovering I was Spider-Man, disowned me." he added. "Shortly after that, Aunt May had a heart attack and was rushed to the hospital. After making sure MJ was okay, I went to see Aunt May; she turned out to be okay, and we, more-or-less, reconciled, although I don't think she's entirely okay with me being Spider-Man."

Peter gulped. "After I saw Aunt May, I met up with MJ, and...we kissed." he finished. "And...I'm pretty sure that Kitty saw us."

He could practically feel the sternly disapproving stare that Optimus would have given him. 'Son, that was not the right thing to do...'

"I know!" Peter exclaimed. "It was a dirty, low-down, rotten thing to do to Kitty; I know that!" He sighed. "But I couldn't help it." he added. "It was just...after what had happened to MJ, and after nearly losing Aunt May...I realized that...that I loved MJ, and that if I'd ever lost her...I would have gone out of my mind..." He lowered his gaze. "But that doesn't excuse what I did; it wasn't fair to Kitty. I know that."

In his imagination, he pictured Optimus slowly nodding. 'I think I can understand...but you still should tell Katherine that. You owe her that much.'

"I know I do." Peter agreed. "I should have been up-front with her about my left-over feelings for MJ, before that happened." He chuckled. "So, what about you, big guy? Have you ever had any girl-robot-troubles?"

Peter laughed to himself. "What am I saying? Of course not!" he chuckled. "Girls really dig the whole 'fearless-leader' gimmick, and you practically invented that!"

He imagined Prime softly chuckling. 'I think that, with females of any planet, honesty is the best policy.'

"Yeah, well, I know that now." Peter said. "I just wish I'd figured it out sooner."

Looking up, Peter saw that it was starting to get dark. 'Wow, have I been here that long?' He should probably get going...but there were just a few things more he needed to get off his chest...

It was just after sunset when Mrs. Parker picked Mary-Jane and Kitty outside the Bugle. May Parker was in her mid 60's, a bit taller than Mary-Jane, and lean, with fairly short grey hair, and blue eyes, clad in a simple grey sweater over a white t-shirt, and fading blue jeans.

Mary-Jane and Kitty both got in the back of May's car, promptly buckling up. "So, where do you think Peter could be?" Kitty asked.

"Somewhere he always loved to go as a child." May replied. "Every time Peter felt sad, Ben and I used to take him there." With that, she drove off.

May drove them into downtown Queens, into a part where almost nobody went, anymore. Before long, Mary-Jane started to recognize it...and smiled. "Oh, duh!" she exclaimed. "How dumb am I? How could I have forgotten about this place?"

"Uh...someone mind filling me in?" Kitty asked...and then the mighty statues came into view. "Oh." May quickly found a nearby parking spot, and the three of them got out, and headed into the park.

"...so, now Fury's off my case – for the moment – Aunt May knows I'm Spider-Man, Kitty hates me, and I'm still unofficial Public Enemy Number One." Peter finished. "So, all in all, things are back to normal...well, as normal as my life will ever get." He sighed. "So, big guy, any ideas on what I should do now?"


Peter sat bolt upright in sheer surprise; he hadn't been expecting an actual answer...

But then he saw Mary-Jane walk up to the base of the statue of Optimus Prime, followed by Kitty and Aunt May. "We've been looking all over for you, you jerk!" Mary-Jane half-scolded. "What are you doing here?"

Peter chuckled, and gestured to the statue of Prime. "Oh, just chatting with the big guy." he replied, as he hopped down. "I think we had a pretty good talk."

May lightly smiled. "I knew you'd be here." she said. "Every single chance we had, Ben and I would take you to this place; it was your favorite place to visit." She chuckled, as she looked up at the statue of Prime. "You used to talk to that statue, just as if it were the real Optimus Prime!"

Peter smiled sheepishly. "Yeah, I...guess I haven't kicked that habit."

May then looked up at the statue of Prime. "It's hard to believe...they've been gone for 16 years..."

"Yeah." Mary-Jane agreed. "Some of our history classes mentioned them, but I'd completely forgotten that this was here."

"Yeah, me too." Kitty added.

Peter's expression saddened. "Almost everyone has..."

"Not all." May said firmly. "Not everyone has forgotten the sacrifices that the Autobots made, or the lives they saved." Her eyes got a bit misty. "I never will."

Peter's eyes widened. "What?"

May smiled. "Peter, part of the reason why Ben and I took you here was so that you would remember what Optimus Prime and his Autobots did for us all." she said. "You literally owe him your life."

"Huh??" Peter asked, confused.

"It was in the spring of 1991, just a few weeks before you were born." May said. "Your Uncle Ben and I were on a little sightseeing tour with your parents, just before you were due, to celebrate." She closed her eyes. "We were sightseeing in New York City."

Peter's eyes widened in astonishment as he recognized the date. "The Battle of New York!" he exclaimed. "Aunt May...you...you were..?"

"We were there." May said. "It was in the very last days of the Transformers' war on Earth. Optimus Prime and the Autobots had pushed Megatron and the Decepticons to the very brink of defeat. Megatron had gotten wind of a new, prototype energy source being developed in New York City, and he and his forces came to seize it; another time, he would have tried to do so discreetly...but at that point, he was desperate – without replenishing their energy reserves, the Decepticons would have no choice but to withdraw from Earth. They attacked New York, with everything they had."

"But the Autobots and the army had been expecting an attack, and were waiting for them..."

New York City, New York, 1991

The air was constantly erupting with plasma cannon fire and artillery shells as May and Ben Parker tried to take cover with Ben's brother Richard and his eight-and-a-half-months pregnant wife, Mary. They had been on top of the New York Museum, using the telescopes to look out over the city when the battle had started. They had heard that the military and the Autobots were evacuating parts of the city, but had foolishly believed that they had time to leave before the fighting started...

Suddenly, a red-and-white fighter jet zoomed overhead, before it shifted into a massive, winged robot, brandishing a laser rifle. The robot landed on the building across from them, taking aim at a target in the distance...before a plasma-blast knocked it back, stunning it enough for a barrage of bazooka shells to send it flying, screaming in metallic fury.

Mary softly sobbed as Richard held her close. "We're...we're going to die..." she whimpered, as she placed her hands on her stomach, which carried her unborn child...the child who seemed more and more likely to never be born at all...

"Don't say that." May said firmly, holding her sister-in-law's hand. "We're going to get out of this, so don't you dare give up; not for yourself, and not for that baby boy of yours!"

On the streets below, an entire platoon of tanks and infantry were opening fire, standing side-by-side – so to speak – with the Autobots, as they fired at the gradually-retreating Decepticons.

Slowly but surely, the tide was turning.

"Bumblebee!" came the commanding voice of Optimus Prime as he briefly paused in firing his plasma rifle. "Take the 5th Bazooka Platoon and flank right! Wait for my order to fire, and then blast the Decepticons with everything you have!"

"Yes, sir!" a shorter, yellow-and-grey Autobot replied, before his body began to shift, until Bumblebee was now a Volkswagen Bug. "Okay, guys! Follow me!" he exclaimed, before he drove off, and a platoon of bazooka-wielding soldiers promptly followed him.

"Ironhide, you and the 56th Tank Brigade lay down suppressing fire; they need breathing room!" Optimus ordered.

"Yes, sir!" an older-looking, red-and-grey Autobot replied, his voice almost resembling that of a Southern accent. To the tank-pilots, he added, "Alraght, men! You heard what Prahm said! Let's give them young'uns some space! Fahre at will!" At once, the entire brigade opened fire, joined by Ironhide's missile-launcher.

Then, he spoke into his on-board communicator. "Powerglide, in two minutes, you, Skyfire, and the Husky Squadron will make a bombing run on Megatron's position!"

"Got it, Chief! One Galaxy-Class hot-foot, coming up!"

Closing his comm-link, Optimus addressed the rest of the human-robot coalition. "Alright, everyone, in a few minutes, we're going to move up, so be ready!" The Autobots and the human commanders nodded in agreement, before they resumed fire.

Ironhide's missiles and the tank shells kept the Decepticons off-balance enough for Bumblebee and the Bazooka Platoon to zip in close. Bumblebee promptly transformed back to robot-mode, before taking shelter behind a burnt-out building, aiming his weapon at the Decepticons, who were being pushed back towards a seaport. "Okay, guys, fan out and pick your targets!" he instructed. "When Prime gives the signal, we blast Megs and his Decepti-chumps!" The soldiers promptly spaced out among the ruins, taking cover and aiming their bazookas at Megatron's forces.

Suddenly, a roar filled the air, as a full squadron of F-18 fighter jets lanced out of the clouds, led by a dark red bomber and a cross between a fighter-jet and the space shuttle. At once, every single aircraft opened fire, sending torrents of missiles raining down towards the surrounded Decepticons.

"Bumblebee, NOW!!" At Optimus' order, Bumblebee and the Bazooka Platoon opened fire with everything they had, compounding the damage being inflicted by the aerial assault.

"NOW! MOVE UP!!" Optimus shouted, as he and the other Autobots started to push towards the Decepticons' position, maintaining fire, followed by the human forces.

From behind their entrenchments, the Decepticons kept firing at the advancing Autobots, but the compound aerial-and-ground assault had completely thrown their defenses off-balance. The red-and-silver jet-like Decepticon moved towards their commander. "Megatron, we must retreat!" he cried.

The silver-armored helmet-clad Decepticon glared at his Air Commander, his almost-handsome face twisted in a scowl, as he continued fire with the cannon on his right arm. "Starscream, you coward!" he roared. "If we fall back here, we lose this planet!!"

Another Decepticon, black-and-silver in color, with a face-plate and a red visor, his body configured to partially resemble a boom-box – Soundwave – moved to Megatron's side. "Lord Megatron," he said, his voice a chilling monotone, "if we do not withdraw, we will surely be destroyed. We are outnumbered and outflanked; our position is indefensible, my Lord."

Megatron scowled. "So close!" he bellowed. "We were SO CLOSE!!" He ceased firing. "Decepticons, retreat!" he roared. "Fall back to the rendezvous point! Starscream, lay down covering fire!" With that, Megatron's body shifted into a massive, alien-looking fighter-craft, and flew out to sea at top speeds, the other flying Decepticons transforming and picking up as many of their brethren as possible, while Starscream unloaded several barrages of missiles.

"Autobots, Anti-Air Formation! Prepare to shoot down those missiles!" Optimus ordered; instantly, every Autobot – Prime included – dropped to one knee, weapons raised, to shoot down the incoming projectiles.

"It's okay, sir; we've got this!" one lieutenant declared. "Deploy Radar Scrambler!" At once, one soldier darted towards a high-tech-looking device with a large antenna on top, and switched it on.

Almost instantly, Starscream's missiles lost their target-locks; several flew off, exploding harmlessly...while most flew towards the city museum...

...where the four Parkers were taking refuge.

Optimus instantly saw where the missiles were heading...and his optics widened in utter horror as he saw the Parkers. He ran towards the museum, trying to get a clear shot at the missiles. "Bumblebee, Ironhide, Prowl, Jazz! SHOOT THOSE MISSILES DOWN!!!" he thundered, while firing on the projectiles as he ran.

The air filled with laser fire as Prime's comrades joined him in blasting the missiles; in seconds, the vast majority of the flying weapons were incinerated...but three remained flying...and they were too close to the civilians to risk detonating them...

Instantly, Optimus' body started to shift as he assumed vehicle-mode, transforming into a red-and-blue, 18-wheeler semi-tractor-trailer truck, before he sped towards the museum, pushing his engine for every ounce of power it had...

The Parkers could see the missiles approaching, and Mary Parker screamed in terror...

Optimus gunned his engine, exerting every effort to get to the museum before the missiles did...he was only a few meters away, but they were gaining...

With a shout of sheer determination, Optimus shifted back to robot-mode, and threw himself between the Parker family and the missiles; the projectiles took Optimus square between his metal shoulders, sending him toppling to the side...with the Parkers no worse for wear.

"Ha!!" Starscream sneered. "Consider that a parting gift, Prime!" With that, he shifted into vehicle-mode, and flew off.

Optimus instantly got up, drawing his plasma rifle. "Not so fast, Starscream; you're not getting off that easy!" Optimus declared, as he dropped to one knee and took aim; his honed optics instantly zoomed in on the fleeing Decepticon, tracking his every movement...and then shifted his aim to a few miles ahead of Starscream, before he pulled the trigger.

The plasma-blast lanced through the air, burning the oxygen on its surface, before it struck Starscream dead-center, blowing his nose-cone clean off. The Decepticon Air Commander shrieked in utter agony, before he spiraled down towards the ocean, out of control...only to pull up at the last second, flying towards his fleeing comrades, at greatly reduced speed.

The battle won, Optimus suppressed a groan of energy-depletion, as his injury started to take hold; as he tried to stand up, his leg-struts started to buckle...

Instantly, Jazz and Prowl were at his side, helping him to his feet. "Sir, are you okay?" Prowl asked.

"I'm fine." Optimus said. "It's nothing that a few nano-cycles in a repair chamber won't fix." He then looked to the four humans that had been in danger. "Is everyone alright?"

Richard smiled, and nodded. "We're fine." he said.

Ben chuckled. "We were hoping that our visit wouldn't be boring...but this isn't what we had in mind!" he joked.

Optimus chuckled. "I suppose not."

Mary stepped forward, her eyes misting. "B-Bless you..." she sniffled, her hands protectively over her belly. "God bless you..."

Underneath his face-plate, Optimus smiled. "With any luck, ma'am, this will be the last that Earth will hear of Megatron and the Decepticons." he said.

"Alright! We did it!" Bumblebee cheered. "We've got those sons-of-glitches on the run!"

"Oh, fer Primus' sake, kid, put it in idle!" Ironhide snapped. "Prahm needs help!"

"No need to worry, old friend; I'm fine." Optimus said, fully getting to his feet. To the assembled human soldiers, Optimus saluted them, saying, "Well done, men; you've served your planet well. Return to base for debriefing." At once, the soldiers returned the salute, before heading back to base. To the rest of the Autobots, Prime added, "As for us, we'd best return to the Ark; we have to make sure that Megatron doesn't try anything else before he leaves." As he holstered his rifle, he finished, "Autobots: Transform and Roll Out!" With that command, every Autobot immediately shifted into vehicle-mode, and followed the transformed Prime out of the city, heading home.

Peter was utterly amazed as his Aunt finished her tale, her eyes getting misty at the end. "He saved our lives, that day." she whispered. She then smiled warmly, before placing her hand on Peter's cheek. "And the life that was yet to come."

She then looked back to the statue of Optimus Prime. "And that's why I will never forget." she said. "And why Ben and I wanted you to remember, as well."

"Whoa..." Kitty murmured.

"You can say that again." Peter added.

May smiled. "We'd better be heading home." she said. Turning to MJ and Kitty, she asked, "Is there anywhere you two want me to drop you?"

"You can just drop me at home." Mary-Jane said.

"And I can just get the bus back home." Kitty added. "Don't worry about me."

May nodded, and turned to head to her car, the two girls following her. "Peter?"

"Just a second, Aunt May." Peter replied, as the others headed off. Peter turned back to look at Prime's statue one last time. "Thank you, Optimus Prime...for everything." he said, as he turned to go...

...when his spider-sense started buzzing.

Peter froze, expecting trouble...but this wasn't the "duck-you're-about-to-be-shot-at" tingle.

It wasn't even the "something-really-really-bad-is-about-to-happen-in-that-direction" tingle.

It felt more like a "holy-crap-you-gotta-see-this-so-turn-that-way-and-look" kind of tingle. Peter knew better than to ignore his spider-sense – no matter what tingle it was – so he turned to his left...

There, parked in a side street that led into the street he was on, was a large, red-and-blue, flame-painted, 18-wheeler, semi-tractor-trailer truck. The windshield was fairly dark, enough that Peter couldn't really see through it...but it looked like nobody was driving it.

And there was some kind of symbol on its grille – it was too far away to see it clearly...but it almost looked like...

...a face...

Peter's eyes widened in utter incredulity. 'No way...'

Just then, a bus passed between Peter and the truck, forcing him to look away...and when he looked back, the truck was gone.

"Peter?" MJ called back to him. "Is everything okay?"

"Uh...yeah, MJ, I'm fine." Peter replied. "Just...thought I saw something, that's all." With that, a slightly bewildered Peter hurried off, to catch up with the others.

In the shadows of the back-streets leading away from Autobot Memorial Park, the red-and-blue 18-wheeler truck quietly drove away from the place where Peter Parker had seen it, heading back into the shadowed street, where its trailer was waiting. The truck expertly maneuvered itself to back towards the trailer, linking up with it.

Nothing about the truck would have suggested it was any different from any other 18-wheeler. Any X-Ray scan of its trailer would reveal that it was full of refrigerated foodstuffs...

...because no human scanning technology was advanced enough to determine that the trailer was actually filled with highly advanced weaponry, designed to combat massive foes hundreds of times larger than humans, or that the trailer itself was actually a remote weapons platform, capable of arming itself with and utilizing any of the weapons it contained with great proficiency, or that the trailer also contained a smaller, high-speed rolling module, capable of darting into enemy territory undetected, to obtain crucial intelligence for its operator, who controlled both modules.

Optimus Prime chuckled to himself as he linked with his trailer. He'd been passing through this part of New York on a simple reconnaissance patrol, when he'd overheard the youth – Peter Parker – talking to his statue. He'd been quite surprised to hear about Peter's abilities, as well as how he'd gotten them...and what he'd been doing with them.

He supposed he shouldn't have been too surprised; in the few Earth-years he and the other Autobots had been gone, Earth had changed; now, there were humans with extraordinary abilities, using them for good...or for evil.

After listening to Peter's tales of his exploits as Spider-Man – both his triumphs and his woes – Optimus smiled to himself. At times, he'd been half-tempted to talk to Peter himself, but Peter had seemed to have things well in hand.

He could well understand Peter's frustration; he and the Autobots had been fighting the Decepticons for hundreds of thousands of voruns, which amounted to millions of Earth-years. They had fought on Cybertron, depleting their home's resources and damaging their world almost beyond the point of recovery. Then, Megatron and his forces had struck out into space, and Optimus and the Autobots had given chase...to crash on Earth, frozen in stasis for fifty thousand voruns, only to wake up and spread their war to a world and people completely innocent of their conflict, despite the friendship Optimus and his comrades had found in the human people. Then, when the Decepticons had finally been driven from Earth, they began attacking other planets, spreading their war even further. He and the Autobots were still fighting, trying to contain the conflict, but for every planet they managed to liberate, another two fell under Decepticon fire.

And he understood Peter's feelings of persecution. On several planets, many of the native populations did not distinguish between his comrades and the Decepticons; they viewed all Transformers as a collective threat, saying that both factions were responsible for their conflict, and for bringing it to their world. Even in the past, some humans had held this view...which Optimus occasionally had a hard time refuting.

That was part of why Optimus felt his spark grow heavy with sadness after learning of how many humans viewed those humans positive for the X-Gene – who called themselves "mutants." Part of him could not believe that their former allies could have changed so much in such a short time.

Had the war taught them nothing? Hadn't they learned that all were one? Optimus had thought that, despite the heavy burden of war, some good had come of it; that their fighting side-by-side had shown the people of Earth how foolish such divisions were, and how so much could be accomplished if such divisions were cast aside...

He was thankful that Megatron was not here; upon learning of this, his former friend and now hated enemy would have laughed long and hard.

His thoughts returning to the moment, Optimus had chuckled as he heard Peter's lamentations about his relationship with the human female Mary-Jane Watson. Prime could still remember his own days before the war; the days when a shy, hopelessly clumsy labor-robot named Orion Pax had stumbled and bumbled every time he was near the lovely-yet-equally-awkward communications droid LSN-15.

But then his dearest friend Megatron – as dear to him as a brother – had betrayed Cybertron. It was no longer enough for Megatron to hold mastery of his own existence; something had changed him, driven him to seek mastery of all. He had quickly gathered a following of like-minded Transformers and attacked Cybertron's cities. The peace-loving Autobots were taken completely by surprise, as Megatron and his forces – renamed Decepticons for their betrayal of all they stood for – gained control of Cybertron's cities. Megatron promptly murdered the Elders of Cybertron, and enslaved the populace.

And Megatron had laughed with cruel abandon as he attacked the comm-station where Orion and LSN-15 were hiding in; had laughed as Pax had pleaded with him, screaming at him why, why did you do it?!

And he had laughed as he blasted Pax and LSN-15, before destroying the station, sending it crumbling into Cybertron's catacombs.

In the catacombs, a severely damaged Orion Pax had quickly found the critically damaged LSN-15. He had held her as she had started to slip away, before he had quickly re-routed his own power and linked his life-support systems to hers, keeping her alive...for as long as he could.

And then, the two dying Transformers had been found by Alpha Trion, the oldest living Transformer, the oldest and wisest of the Elders, who had escaped Megatron's attack. He had taken Pax and LSN-15 to the Oracle computer, which was capable of interfacing with the mighty AllSpark itself; the Oracle computer which had warned him of the attack, and had tried to warn the other two Elders, Beta and Omega Trion. And it was there...that the Oracle had reformatted Pax and LSN-15.

Where once stood a simple labor robot and communications droid...now stood Optimus Prime and Elita-One.

Alpha Trion had then bestowed upon Prime the Autobot Matrix of Leadership, crafted from a piece of the AllSpark itself, housing the collective wisdom of all the past great leaders of the Autobots, linking it with Prime's spark.

Effectively reborn, Optimus and Elita had started attacking slave encampments and freeing their fellow Autobots, gladly recruiting those who were eager to join the cause of freedom. Before long, they had assembled an army enough to make even the great Slag-Maker Megatron think twice.

And they had brought the fight to the Decepticons; Optimus had led the charge against his former friend, while Elita coordinated their attacks, her brilliance and communications expertise making her the invaluable cool head and guiding hand to Optimus' brilliant-yet-improvised tactics.

But Megatron was no fool, and was able to claim victory just as often as Prime, as the war waged back and forth across Cybertron, but Optimus, Elita, and the rest of the Autobots refused to give up, and kept fighting.

And through it all, Optimus and Elita grew closer, their relationship born out of trust and mutual respect, until neither one could deny the force that had irreversibly bound them together.

And when Optimus had set out in the Ark, and been lost for so many voruns, Elita had waited for him, while coordinating the efforts against the last few pockets of Decepticon resistance; Optimus could trust none more than his beloved Elita in watching over Cybertron – his brilliant love knew no fear.

And they had reunited on Cybertron, only to part once more, as Optimus had to return to Earth, to continue the fight...but had made sure to keep in touch with his beloved.

Returning to the present, Optimus had smiled to himself upon hearing May Parker tell Peter that story. He recalled that day well, and the four humans he'd been able to save.

He was glad to know that the yet-to-be-born human had grown up well.

After the Decepticons had fled Earth, Optimus and his comrades had aided their human allies in rebuilding their world, before departing Earth in the Ark, to meet up with an Autobot fleet, led by Elita-One.

After so many voruns apart, Elita had jokingly told Prime that she wasn't about to let him out of her sight, again.

After rearming themselves and upgrading their bodies with the latest in Cybertronian technology – fifty thousand voruns was a long time to be stuck on a technologically primitive world – Optimus and his comrades, joined by reinforcements from Cybertron, had pursued the Decepticons, to stop their conquest, hoping to never bring their battle to Earth again, and for 16 Earth-years, they had succeeded in keeping the humans out of the fight...

...until the AllSpark had summoned them.

The AllSpark – the life-source of all Transformers, crafted by Primus, the All-Creator Himself, and placed upon Cybertron, where it had given the gift of spark to the mechanical life-forms that Primus had created – the source that all sparks, whose holders had lived according to the Covenant of Primus, were destined to return to, until the very end of time, when Primus would return to take back the AllSpark and return to the heavens that He called home, to live and rejoice for all of time...while those who lived outside of the Covenant were doomed to drift among the void of space, lost forever.

The AllSpark had once existed upon Cybertron...but in the last days of the war on Cybertron, the AllSpark had left the planet, and gone out into the infinitely vast universe. Alpha Trion had shortly left Cybertron after it, to ensure that none would ever misuse the AllSpark, and had taken the Oracle with him, making sure that none could trace his path. For all those countless voruns, all Transformers – Autobot and Decepticon alike – had assumed that the AllSpark was lost forever.

And then, a scant few Earth-months ago, Optimus and his relatively small task-force, after repelling a Decepticon invasion from a developing planet, had received a signal from the Sol System – the system that Earth lay in.

The transmission was unmistakable; the AllSpark was calling to its people.

Upon receiving that signal, Optimus and his task-force, in the High-Speed Heavy Cruiser Aeon, had headed to the Sol System, and silently made planet-fall on Earth, before assuming vehicle-mode and begun to search for any clues to the AllSpark's location...before the Decepticons learned of the AllSpark's summons.

For Prime and his fellow Autobots, the AllSpark was sacred – a physical reminder of the Covenant that the All-Creator had made with their people. Personally, Optimus hoped that, if the AllSpark was returned to Cybertron, it would renew their shattered world. Regardless of his own hopes, though, Optimus knew that the AllSpark should be enshrined on Cybertron, so that all Transformers could see it, and have hope after so many voruns of fighting.

But Optimus knew Megatron's twisted mind; he would undoubtedly want the AllSpark for himself, to make perverse use of its unfathomable power.

And that fear was drawing closer to reality, after what Prime had learned, a few hours previous.

The Decepticons were coming.

There was no mistaking that fact, not now; they were already en route to Earth. With the state of Earth as it was, Optimus wasn't entirely sure if a coalition with the humans would be enough. They were going to have to look to Earth's super-powered community for help...and Optimus knew just who to start with...

"Prime calling Aeon." Optimus said as he activated his comm-link. "Aeon, come in."

In seconds he got a response. "Aeonhere,OptimusandmayIsaywhatanhonoritistobehereaspartofyourtaskfor – "

Just then, a second, normal-paced voice came in over the comm-link. "Get away from there, you over-charged pipsqueak!" Then, the second voice spoke again, sighing. "I'm sorry about that, Commander; Blurr's on bridge duty...and I think that either Sideswipe or Sunstreaker – but most likely both – have given the poor little guy a double-Energon ration, again."

Optimus suppressed a chuckle. "Remind me to give them a talking to, when my patrol is done." he said sternly. "For now, Wheeljack, just patch me through to Bumblebee." As his team's resident tech-head and inventor – the current ranking officer on the Aeon, as the higher-ranking officers were on planet-patrol – put Prime through, Optimus accessed his wireless connection to the Earth network, pulling up the data-files on Peter Parker...

"Bumblebee here, Prime. What's the problem?"

"Bumblebee, I'm sending you the data I've found on a human teenager, Peter Parker." Optimus said, as he sent the files to Bumblebee. "I want you to keep an optic on him for the next few kilo-cycles; help him if he needs it, but don't expose yourself, not yet."

"Sure, Chief, but...why?"

"We may need his help in the next mega-cycle or so." Prime replied. "When the Decepticons come, we'll need all the help we can get."

"Got it, big guy." Bumblebee replied. "I can handle the patrol, so you can head on back to the ship."

"Copy that." Optimus said. "There's just something I need to take care of, first..."

Parker Residence, Queens, New York

After Aunt May had pulled into their driveway, Peter had said good-bye to MJ – who had given him a quick good-night kiss – before she'd headed a few houses down the street to her own home. After that, Aunt May had gone inside, to finish preparing dinner...

...leaving Peter alone with his ex.

Peter gulped, and managed a nervous smile. "So..."

"Yeah." Kitty replied.

Peter took a deep breath. "Kitty..." he began.

Kitty simply held up her hand. "Peter, I had a brief chat with Mary-Jane, this afternoon." she said. "I'm still not thrilled about everything, but...I think I get why...what happened that night happened."

Peter wasn't entirely sure how to respond. "Oh...okay."

Kitty lightly smiled. "I'm still not quite ready to completely forgive you," she said, "but...can we at least try to be friends?"

Peter blinked...and then smiled. "I'd like that."

"Okay." Kitty said, smiling. "I'll see you later." With that, she waved good-bye, before heading to the bus stop, catching the next bus to her home, while Peter headed inside.

Shortly after Peter had dropped his knapsack in his room, it was supper-time, and Peter headed downstairs, into the dining room; Aunt May had been making spaghetti...or, at least, what looked like spaghetti. "I admit, it's a little soggy." she said. "I was just making it when...I called MJ to check on you."

Peter felt immensely guilty. "Sorry." he said. "It...looks okay."

Peter promptly sat down across from Aunt May, and started eating; the pasta was awful, but Peter wasn't going to complain, not now.

"So," Aunt May said idly, "what are your plans for tonight?"

Peter gulped. "Oh...you know."

Aunt May arched an eyebrow. "Are you...going out?"

Peter lowered his eyes. "I...think I have to."

"Why?" May asked, looking at him sharply. "Why do you think that you have to do this? Why not just let the police handle things?" Her eyes became misty. "Why do you have to go out...knowing that you might never come back?"

Now Peter felt his own eyes watering. There it was; she'd asked him the question he'd been dreading ever since she'd found out. He had to answer...even though she might hate him forever.

"Because...because the one time I didn't...Uncle Ben died..."

May froze. "What?"

Peter felt tears leaking from his eyes as he spoke. "When I got these...powers, I went to a wrestling tournament to make some quick cash." he whispered. "After I won a fight, I was going home, when a guy with a gun, who'd just robbed the place, ran by; I figured that it wasn't my problem...so I let him go." He lowered his eyes. "That was the night Uncle Ben died."

"I caught up to the killer, that night." Peter continued. "I was going to do to him what he did to Uncle Ben...until I saw who it was."

Peter let out a soft sob. "It...it was him, Aunt May...the...the guy from the fight-tournament...the guy I should've stopped..." He lowered his eyes. "Uncle Ben died because...because I didn't care..."

Peter shut his eyes tight. "And that's why Spider-Man exists." he finished. "No matter what, I'm not going to ignore the responsibility of this power, ever again." He took a deep breath. "I...I know that you hate Spider-Man...and, after that, you have every reason to, so, if you want me to leave..."

But he never got the chance to finish, as Aunt May had gotten up and hugged him. She was crying, too. "Oh, sweetie," she whispered, "I don't hate you; I could never hate you." She pulled back, looking him in the eyes. "Why didn't you tell me?"

Peter smiled sheepishly. "I almost did, one time." he said. "That was the day that you called Spider-Man 'a horrible, horrible person,' among other things."

May hugged him tighter. "Oh, God," she whimpered, "what kind of a parent am I, to say such things to my own..!"

"...to a stranger." Peter corrected. "You didn't know me – or rather, Spider-Man – back then." He smiled. "Now you do." He hugged her back. "I never held that against you, Aunt May."

May smiled, and hugged him once more, before looking to their meal. "Oh, no, that spaghetti is horrible, isn't ?"

Peter smiled sheepishly. "No comment."

"I thought so." May said, as she stood up and cleared the dishes away. "I'll just make us some sandwiches."

"Okay." Peter said, immensely relieved that he could trust his Aunt, again. He chuckled. "You know, Aunt May, I thought I saw something kinda weird, before we left the Park."

May smiled. "Peter, after these past few weeks, something just 'weird' would be a godsend!"

"Okay." Peter said, smiling. "As I was leaving the Park...I thought I saw a truck."

May blinked. "A truck??" she repeated.

Peter took a deep breath. "A red-and-blue, 18-wheeler, semi-tractor-trailer truck."

May blinked several times...and smiled. "And you thought it was him."

"I don't know, but it set off my spider-sense – my warning system – in a 'you-gotta-see-this' way." Peter said. "And now, I'm not sure."

"Well, maybe it was." May said. "I like to think that they like to check in on us, every so often." She smiled. "So, do you want peanut-butter and jelly?"

Peter smiled. "Okay."

After a relatively light supper, and after helping Aunt May with the dishes, Peter headed up to his room, to quickly check his e-mail before going out on patrol. He only had one new message...from an unknown source. 'Weird.' Peter thought, as he quickly ran a virus-scan...that came back clean. Curious, he opened it.

There was no attachment; only a message.

'Don't ever give up, Peter. O.P.'

'O.P.??' Peter thought. Whoever they were, it sounded like they knew he was Spider-Man! 'Who could this be? The only people that would send this who know who I am are the X-Men, and none of them have the initials 'O.P.'!'

The only person he knew of with those initials was...

Peter smiled to himself; whether it was him or not, he'd needed that. 'Thanks, O.P...whoever you are!' he thought, as he took out his costume.

In seconds, Peter had donned the red-and-blue, web-streaked bodysuit, and pulled the matching, white-reflective-eyed mask over his face. After crawling out through the top window in his attic room, Spider-Man leapt out into the night, unseen, before firing a web-line, swinging off towards the city.

He'd made peace with his friends and loved ones; his mind was at ease, and his spirit felt healed. With renewed energy, Spider-Man swung off, towards New York, to kick bad-guy-butt, once more.

And on the streets below him, a red-and-blue semi truck drove away, its task complete.


Author's Note: Hi, I'm the Writer with No Name, and I just wanted to say a few things.

First, for those of you who have read my "Last Son" stories, no, I'm not giving up on "The Last Son, Book Two." I have every intention of finishing it; this was just a little something that I needed to get out of my head. With the upcoming Transformers movie, game, and Avengers/Transformers comic, I've had a mild case of Transformers on the brain.

Secondly, this is a prequel to a larger story I plan to do in the future, sometime. It'll be mostly based on the upcoming movie. That said, I haven't completely decided on whether or not to write it; I'm still thinking about it. But if I do, it'll be after I finish "The Last Son, Book Two."

Next, a brief note about the Autobot terminology used: a vorun is the Cybertronian equivalent of a year, which is about 100 human years; and kilo-cycles and mega-cycles are amounts of time corresponding to human weeks and months, respectively.

And finally, I hope you all enjoy this story! Later!