Penny Marko hummed while she fiddled with her combination lock and took out her backpack. Although she normally walked home, she detoured on the subway to an elementary school in another part of the city. As she waited by the gate with parents waited for their kids, she stretched a bit and tried to loosen up. Coach Thompson certainly put them through their paces during practice, but she didn't mind at all. While the rest of the kids grumbled, she bounded through whatever exercises they had, feeling euphoric as she jumped hurdles and sprinted through laps.

It wasn't long before the children emerged, guided by their teachers. Penny gave a wave to the boy she was waiting for; despite her friendly greeting, however, his face immediately fell.

"Why are you here?" He pouted as she took his hand.

"Now Benji," she said in a voice that was patient but light, "you know we talked about this. Your mom is filming out of the country and your dad got called up to go do work with his sister."

"Don't see why," he glowered, a comical expression on a five-year-old.

"Because some things are important," Penny grinned as they walked down the street. "Like keeping the planet from exploding or getting run over by aliens. Besides, I thought you liked visiting your godparents?"

"I guess." His face was still firmly set in a frown. "It's ok."

"Tell you what," Penny suggested, "why don't we stop by a bodega on the way home and grab some ice cream then we can head back to the penthouse and play video games? Only if you give me a smile, though, and cheer up."

Ben eyed her suspiciously. "Any kind of ice cream I want?"

"Any kind, buddy."

"And whatever video games I want?"

"Whatever ones you want."

"You have the Wii, right?" The came to a halt, waiting for the street light to change.


"And Guitar Hero?"

"All editions for all systems," she told him as they started crossing.

"Well then I guess that's OK." He looked up at her. "I want Chunky Monkey!"

"Like I said, whatever you want."

As soon as they were across the street, they ducked into a corner store. Ben immediately tore away from Penny and made for the freezers at the back of the store. With a sigh, Penny grabbed a shopping basket and went trotting after him down the snack aisle.


"What?" A disheveled looking boy who was perusing the Zebra Cakes and Honey Buns answered automatically, then blushed when he saw Penny. "Oh, sorry. Thought you were talking to me." He paused and the blush deepened. "My name's Ben."

"I'm Penny," she nodded. "And I was talking to a little rugrat who will be in a lot of trouble for running off if he doesn't get back here immediately!" She raised her voice.

Ben bounced around the corner, several pints of Ben and Jerry's in his arms.

"Can we get gum, too, Penny? And Oreos? And Pepsi? And..."

"Whatever you want, just make it quick!" She laughed and turned to the boy who was still staring at her, nervously. "Sorry," she shrugged. "Kids can be a handful."

"So you... you're Penny?" He stammered and she nodded. "You shop here often?"

"Just stopping by on our way home - slow down there buddy!" She admonished the young Storm who was piling the basket full of whatever he could find with sugar in it. "I think that's enough!" She gave him a little push towards the register. "Nice to meet you Ben!" Penny turned and gave him a wave then stepped towards the checkout.

Ben went back to picking out a box of snack cakes, but watched Penny out of the corner of his eye. He went up from with his purchases just as she and the little boy were hailing a cab. He was so distracted, he barely heard the clerk ask for his money.
As he handed over a wad of crumpled bills, he thought about her. For some reason, she seemed familiar and he wished he knew why. Then, glancing at his watch, he gasped and figured he needed to hurry back as quickly as possible. He wasn't supposed to leave and he didn't want Emily to know he was gone, so he practically ran into traffic in his hurry to get back, all thoughts of Penny pushed to the back of his mind.


"Shouldn't Penny be back by now?" Peter set down place settings.

"She had basketball practice after school and was picking up Benji from school." Harry opened the oven door and reached in to take out a pot roast. "We're baby-sitting him until Johnny gets back, remember?"

"That's right. Slipped my mind," he said as he set out glasses.

There was a 'ding' down the hall and Harry grinned. "And that would be them!"

"Hey Pete, hey Harry!" Penny bounded into the kitchen with a couple of shopping bags and began putting the ice cream in the freezer.

"Hey sweetheart. How was practice?"

"Good! Coach says I'm one of his best players," she grinned. "And he said to say 'hi!'"

"You guys stopped on the way home?"

"Yeah, Benji wanted ice cream. Had to take a cab home so it wouldn't melt."

"Speaking of Benji, where is the little guy?" Peter asked as he put a salad on the table.

"Probably playing video games. I'll go get him, though, so we can eat." Penny darted into the entertainment room.

"Still can't believe Eugene's her coach," Harry laughed as he took out a bottle of dressing.

"He turned out OK," Peter smiled at Harry. "For all his high school antics."

"I still remember the day you punched him down the hall. Priceless."

"That was over a decade ago!" Peter laughed and took a bite out of a slice of cucumber. "You still remember that far back?"

"If it's about you," Harry murmured and tugged him into a kiss.

"Gross!" A high voice came from behind them. "I don't know why you guys and my parents do that," Benji complained as he climbed up on a chair.

"Do what?" Harry smiled.

"Kiss," Benji replied, reaching for the salad. Penny rushed over and served him some before he made a mess of it. "Kissing is gross."

"You mom kisses you though," Peter pointed out with a smile. "Before you go to bed."

"Yeah, but not on the mouth." He saturated his lettuce with ranch and shoved a goopy forkful into his mouth. "Mouth kisses are squishy and full of cooties."

"Speaking of mouths, close yours when you talk," Harry gently corrected and Ben rolled his eyes.

"Dinner smells really good, you guys," Penny began spooning vegetables onto her plate. "And I'm starving."

"Can I have some of the Pepsi?" Benji asked.

"Finish your glass of milk first and then you can. You want to grow strong bones, don't you?" Peter told him.

"Does that mean I have to eat my vegetables too?" He muttered.

"Yes," Harry told him firmly.

"Dad never makes me eat my vegetables," he pouted and pushed the carrots around on his plate.

"And I'm sure you mom isn't too happy about that," Peter said with a warning look at Harry to keep quiet about Johnny.

"She yells when she finds out. So I promise not to tell when he gets pizza," Ben grinned.

They passed the rest of their meal with small talk about Penny and Benji's days at school, Harry's work with the gallery and Peter's work on his thesis. Later, when they were cleaning up the plates after Penny and Benji had run off, Harry vented.

"Lucky that we're baby-sitting him half the time, otherwise the kid would never get a decent meal," he muttered as he rinsed the plates off and put them in the dishwasher.

"We get a lot of take-out too. And you know their jobs keep them really busy," Peter pointed out.

"Yeah, but you would think with a kid as young as Benji around they would make some time. Handle local crime, star in plays instead of running off to LA for television series or Europe to make films..."

"It's good for her career," Peter sighed as grabbed glasses from off the table. He hated having to defend MJ's actions, or worse, Johnny's, when Harry got onto one of his paternal kicks.

"It's not good for her kid," he retorted. "They're never there! This is what, the sixth or seventh time we've sat him in a couple of months? And sometimes for one, two week stretches! Don't give me that 'saving the world' crap either. They're gone just as often to be at some red carpet affair or extreme sports event as they are to do actual work."


"You had a stable family, Pete. I didn't. I know how important it is and how much it hurts when the parents aren't there."

"Forgive me, Harry, but I don't think Johnny is, for all the difficulties you two have, comparable to Norman Osborn." He picked up the salad bowl. "I mean, he's still a bit immature but he's not a psycho..."

"Peter?" Harry interrupted and grabbed his arm. "I want a baby."

Despite his spider-reflexes the plastic bowl clattered to the floor as he stared in shock.



"I got some Zebra Cakes," Ben smiled as he slipped them out of his hoodie pocket.

"Why thank you Benjamin." The portly man at the controls turned towards the boy and gave him a smile. A long tentacle plucked one of the cakes from the boy's hands and unwrapped it. "Aren't you supposed to be training with your sister?" He asked as he ate.

"I guess," Ben muttered and tore into one of the frosted pastries himself. "Don't wanna, though. I'd rather stay with you Otto."

"Ben," he whispered. "I don't want to see you get into trouble." He removed his work goggles for a second and Ben could see the concern in his eyes.

The guilt weighed; he knew what Otto had given up and continued to give to keep him safe, but Ben couldn't seem to stay entirely out of trouble.

"I know," he sighed. "Just a minute though? I hate to have to see Emily more than I gotta. She's been in a mood." He chewed. "Otto, I know we're not aging right. Do you think I'm gonna get old and die before I'm supposed to? You know, like when I'm twenty I'll be eighty or something?"

Otto doubted that Fisk would allow the boy to grow that old; if he wasn't killed off by the Kingpin for some flimsy excuse, the work Fisk had for him would probably result in his death. He didn't wish to alarm Ben, however, so he shrugged.

"I doubt it. According to the analysis Fisk has done, you should slow around fifteen and remain in your prime significantly longer than you normally would have. No guarantees of course. But I wouldn't worry about it too much."

Then Ben mumbled something, causing Octavius to look up from his calculations again.

"What was that?"

"Met a girl," Ben mumbled again, picking crumbs off his hoodie. "At the store I snuck out to.

"Well that's nice. Do you know her name?"

"Penny," he replied, opening another. "Think I'll even see her again?" He asked through a mouthful of cake.

"Possibly," Otto replied, again not wishing to crush any hopes the boy might have. "New York is a big city though."

"I wish I went to a normal school," he sighed.

"Your mind would hardly be challenged there," Otto pointed out.

"Well then I wish I could play a sport or something. Something so I didn't have to stay here all day with only Emily. I mean, I can meet people sometimes. But only if I sneak out and then I usually never see them again. It'd be nice to go out when I liked."

More than once he'd considered sneaking out and running. Thoughts of what they would do to Otto if he did kept him coming back, however. Even though he was no longer imprisoned, Otto was still kept on a short leash and Ben wasn't sure how to get both of them out.

"I know Ben," Otto whispered. "Be patient. Something will... we must be optimistic." A tentacle came to rest on Ben's shoulder. "But if it will cheer you up, I'll let you in on a secret."

"Yeah?" Ben's eyes lit up and he crammed the rest of a third cake into his mouth. He stood up and walked over to Otto. "What is it?"

"Remember how I told Fisk I would work on recreating my technology?"


"I'll keep my promise," he whispered. "But the fruits of my labors will be for you and you alone, Benjamin." He pressed a button and an image appeared on the screen of a series of spindly arms with tiny actuators. "See them? Smaller than mine, but just as strong and perhaps more so. They're yours when they're built, if you will have them."

"Cool!" He gasped. "Then I'll have eight limbs too! Just like an octopus!'

"Or a spider," Otto winked.

Ben grinned; Emily hated it when he brought up spiders in any way, shape or form.

"They won't be permanent, though," Otto went on. "I don't want them to be a hindrance to you. They will, however, be genetically locked to respond to you and you alone. Nobody else will be able to manipulate them, even when you aren't wearing them."

"Sweet." Then Ben gasped. "I'd better go, I'm probably late already!" He tossed the wrappers into a nearby waste basket and dashed out the door.

Watching him leave, Octavius sighed. Soon Fisk would want them to be sent on missions and he worried what would happen to Ben in the field with only Emily to watch his back, a girl as like to harm him for a perceived weakness as to defend him. More than that, he worried about the strain it put on Ben emotionally. He was not a vicious boy; but he wasn't strong enough to refuse Fisk or his beast of a sister, instead going along with what he had to and feeling guilty afterwards.

What he worried about most, however, was the vendetta that Emily had against various men who'd had a role in her father's death. Ben had informed him of some of it; the rest Otto gathered through his own devices. Most troubling was the hatred of Spider-Man.

From the moment he'd glimpsed Ben as a child, he'd has suspicions about who he truly was. Tests had only given positive proof to his suppositions. Otto knew Peter, knew he wasn't what Emily was painting him as. And sooner or later, Ben would have to be told the truth, if only to keep him from killing a man who was both a hero and Ben's biological father.