Just as May pushed open the door and stepped into the room, a brilliant green light erupted from within, forcing her to instinctively shield her eyes against the sudden glare.
The illumination lasted only seconds, but when May's vision cleared, she found herself staring at an utterly bizarre scene. Ben lay in his bed, the covers pulled up to his chin and bulging outward like he'd somehow managed to stuff an entire circus tent under the blankets. Only his head was visible, poking out with what he probably hoped was a casual expression.
"Hi, Mom," Ben said, his voice carefully controlled but carrying an odd, strained quality.
May blinked, her mind racing with questions she wasn't sure she should ask. What had caused that strange flash of light? What was that terrible noise she'd heard from downstairs? And why did it look like Ben had somehow hidden a refrigerator under his blanket?
But experience had taught her that teenagers needed their privacy, especially when they were clearly dealing with something they weren't ready to discuss. Still, her maternal instincts wouldn't let her simply walk away.
She approached the bed slowly, her weathered hands reaching out to press against Ben's forehead with the practiced efficiency of someone who'd raised two boys through countless fevers and illnesses.
"You don't seem to have a temperature," she murmured, though worry lines creased her brow, "but I think we should get you to a doctor just to be safe."
Ben's grip on the blankets tightened visibly, his knuckles going white. "No, Mom, really—I'm fine. There's no need for a hospital visit."
The word 'hospital' hung in the air like a lead weight. In America, medical care was a luxury the Parker family could barely afford on Ben, Sr.'s irregular income. Ben had no intention of adding unnecessary financial burden to the people who'd already given him so much.
"You've been missing school for days now, Ben," May said, her voice taking on that particular tone reserved for serious conversations. "Ever since you and Peter came back from that field trip to Oscorp, both of you have been... different. Peter seems to be adjusting better, but you..." She paused, choosing her words carefully. "Ben and I are worried about you."
"I just haven't felt like going to school," Ben said weakly, pulling the covers even higher.
"Haven't felt like it?" May's voice rose slightly, surprise and frustration warring in her expression. She opened her mouth to deliver what would undoubtedly be a memorable lecture about the importance of education, but the sound of a car door slamming in the driveway interrupted her thoughts.
The engine noise that followed was unmistakable—Ben, Sr.'s ancient sedan, a vehicle that announced its presence with the mechanical equivalent of a death rattle every time it started or stopped.
"Dad's home already?" Ben asked quickly, seizing the opportunity to change the subject. "I thought he was working a double shift today."
May's expression darkened, worry replacing annoyance. "Peter got into a fight at school. They called us to come pick him up."
She sighed heavily, the weight of managing two teenage boys clearly pressing down on her shoulders. Moving toward the door, she turned back to fix Ben with a stern look that brooked no argument.
"I need to go deal with Peter right now, but don't think this conversation is over. Your uncle and I are going to have a serious talk with you later, understood?"
Ben nodded meekly, maintaining his innocent expression until May closed the door behind her. Only when her footsteps faded down the hallway did he finally allow himself to exhale, his shoulders sagging with relief.
Carefully, he pulled back the blankets to examine his body. The spider's transformation hadn't been completely reversed—patches of his skin still showed the subtle chitinous texture of an exoskeleton, and he could feel additional muscle mass that definitely hadn't been there before. The Omnitrix had stabilized his condition rather than eliminating it entirely.
[Omnitrix operating on minimal power reserves. Recharging in progress... Genetic rehabilitation estimated completion: 1 minute, 37 seconds.]
"Incredible," Ben muttered, staring at the slowly pulsing device on his wrist. "The self-destruct sequence could obliterate a solar system, but gene therapy requires a coffee break to recharge?"
He wasn't particularly concerned about losing the spider abilities. Once the Omnitrix was fully operational, Spider-Man's powers would seem quaint by comparison. Among the million-plus alien genetic templates stored within the device, countless species possessed abilities that made wall-crawling and web-slinging look like party tricks.
The seconds ticked by with agonizing slowness. Ben could feel the remaining mutations gradually fading as the Omnitrix's repair protocols worked their magic. But just as the final traces of the spider's influence disappeared, the watch's face shifted from green to blue, and countless shadowy icons began cycling rapidly across its surface.
[Entering calibration mode.]
Ben's heart leaped. "Calibration mode? Does that mean the connection to Primus has been reestablished?"
The original Omnitrix didn't store genetic templates locally—it functioned more like a sophisticated wireless device, downloading transformation data from the artificial planet Primus as needed. Calibration mode was the process by which the watch would randomly select ten initial alien forms for immediate access.
"I wonder what I'll get," Ben whispered, excitement building despite himself.
Among the universe's vast catalog of sentient species, few commanded more respect—or fear—than Alien X, the omnipotent reality-warper whose very existence challenged the laws of physics. But Ben found himself hoping that particular template wouldn't be among his starting selection. Alien X's power came with the rather significant drawback of requiring unanimous agreement between three distinct personalities just to blink. The risk of being trapped in an internal debate for eternity seemed like a poor trade-off, even for cosmic-level abilities.
The calibration process completed in moments, the watch's appearance returning to normal while its internal database quietly populated with ten randomly selected genetic profiles.
Ben pressed the activation stud on the watch's side, watching as the face projected a holographic interface. The familiar hourglass symbol unfolded into a diamond-shaped display, revealing a humanoid silhouette wreathed in what appeared to be flames.
"Heatblast," Ben breathed, recognizing the Pyronite template immediately.
He rotated the selection dial, cycling through icons he remembered from what felt like another lifetime: Four Arms, Diamondhead, XLR8, Upgrade, Stinkfly, Ripjaws, Wildmutt, Ghostfreak, and finally, Grey Matter.
"The original ten," he said with satisfaction. "I couldn't have asked for a better starting lineup."
Each transformation offered unique advantages that would serve him well in the Marvel universe. Four Arms provided raw physical power that could match the Hulk's baseline strength. Diamondhead's crystalline form could withstand incredible punishment while generating devastating projectiles. XLR8's velocity would make him faster than Quicksilver, while Upgrade's technopathy could interface with Tony Stark's most sophisticated systems.
But it was Grey Matter that truly excited him. The Galvan genetic template belonged to the same species as Azmuth himself—one of the five most intelligent beings in the known universe. With Grey Matter's enhanced cognitive abilities, Ben could potentially unlock the Omnitrix's full potential, bypassing every security protocol and limitation Azmuth had built into the system.
Of course, intelligence without knowledge was like having a supercomputer without software. In the original series, even Ben Tennyson had struggled to accomplish basic tasks as Grey Matter until he'd built up sufficient experience. But Ben Parker had advantages the original Ben lacked—he knew exactly what the Omnitrix was capable of, and more importantly, he understood the scientific principles underlying its operation.
Before he could experiment with any transformations, however, footsteps echoed up the staircase once again. Ben quickly pulled his sleeve down to conceal the watch, recognizing the familiar rhythm of Peter's gait.
"That's definitely Peter," he murmured, then paused as realization struck him. "Wait... when did my hearing get this good?"
The door opened before he could pursue that thought further.
"Hey, Ben, feeling any better—" Peter began, but the words died in his throat as their eyes met.
Something electric passed between them in that moment, an almost tangible connection that seemed to resonate in the very air around them. Both young men felt their hair stand on end, as if invisible threads were drawing taut between their minds.
"Wait," Peter said slowly, his eyes widening with recognition and something approaching panic. "You too!"
The accusation hung in the air like a loaded gun.
"Don't tell me you were bitten by a spider too!" Peter continued, his voice rising with each word.
Ben could understand his cousin's shock. A few days ago, Peter had been an ordinary high school student dealing with ordinary teenage problems. Then came the field trip to Oscorp, the spider bite, and overnight transformation into something beyond human. The last thing he'd expected was to discover that his cousin had somehow acquired similar abilities.
For his part, Ben was genuinely surprised to discover that any spider-based abilities remained. He'd assumed the Omnitrix's genetic rehabilitation would completely purge the foreign DNA from his system. Apparently, the device had found a way to integrate the beneficial mutations while eliminating the dangerous ones—a feat of bioengineering that boggled the mind.
In response to Peter's increasingly frantic questioning, Ben considered his options carefully. He could lie, deflect, or provide some sanitized version of events. Instead, he chose honesty—or at least, a version of it.
"To be precise," Ben said with deliberate casualness, "I ate the spider."
Peter stared at him in stunned silence, his mouth opening and closing soundlessly like a fish gasping for air.