After Harry left following dinner, Ben was preparing to help May with the dishes when Peter grabbed his arm and pulled him into the bedroom.
"I can't believe we got to see Harry today," Peter said, stretching contentedly. "It's been way too long since the three of us hung out like that."
The afternoon of gaming had clearly been exactly what Peter needed—a return to simpler times when his biggest concern was beating the next level rather than stopping criminals or investigating family mysteries.
"I've almost finished my costume," Peter continued, his excitement building. "So I wanted to ask if you'd like one too. I know you don't plan on being a superhero like me, but don't you want to experience swinging through New York's skyline? It has to be incredible!"
Ben had been preparing to decline, but something in Peter's description gave him pause. The pure joy in his cousin's voice was infectious, and Ben found himself genuinely curious about the experience.
He selected one of the more elaborate designs from Peter's collection—a variation on the classic red and blue scheme that incorporated additional armored plating for protection.
"Perfect choice," Peter said approvingly, then reached toward Ben's wrist. "Now let me have your watch so I can convert it into a web-shooter. I don't have any spare timepieces to modify."
The web-shooter on Peter's own wrist had been cobbled together from a discarded watch and looked distinctly homemade, but it functioned perfectly.
"What are you doing?" Ben jerked his hand away instinctively, panic flashing across his features.
The thought of Peter dismantling the Omnitrix was absolutely terrifying.
"Converting it into a web-shooter," Peter repeated, confused by Ben's reaction. "I told you, I don't have any extra watches."
"No need," Ben said quickly, already backing toward the door. "I can handle the web-shooter situation myself."
As he reached the doorway, Ben paused and glanced at Peter's computer screen, which displayed a photo of Liz Toomes.
"By the way," Ben said with deliberate casualness, "I don't think Liz is right for you."
He wasn't sure where to begin with Peter's questionable taste in romantic interests. Liz was undeniably attractive, but she was also superficial and status-conscious—exactly the type of person who would never give "ordinary Peter Parker" a second glance.
Still, Ben supposed it could be worse. At least Peter's preferences ran toward conventionally appealing people rather than genuinely problematic choices.
Peter's face darkened as he quickly closed the browser window. "Thanks for the unsolicited relationship advice," he said sarcastically, then began physically pushing Ben toward the door.
"Anyway, I'm planning to go out tonight for my first patrol. I was going to invite you along, but since your costume isn't ready yet, you'll have to wait for next time."
The door slammed shut with pointed finality.
Ben stood in the hallway, impressed despite himself. Peter's newfound confidence was remarkable—he was already trash-talking like a seasoned superhero despite never having worn the costume. Apparently, spider powers came with enhanced self-assurance as a bonus feature.
This transformation was actually healthy for Peter, who'd spent years being overly self-deprecating. Ben was genuinely happy to see his cousin embracing a more positive self-image.
Later that evening, Ben lay in bed listening for sounds from the adjacent room. When he heard the faint scraping of claws against the wall, he knew Peter was making his move.
Through his window, Ben glimpsed a red and blue figure carefully examining his apparently sleeping form. Peter's body language radiated excitement and disappointment in equal measure—clearly he'd hoped to show off his costume before departing on his maiden superhero voyage.
"Maybe next time," Peter whispered to himself, then fired a web-line and swung into the night with obvious enthusiasm.
Ben waited until Peter disappeared into the urban landscape before rising from his bed and activating the Omnitrix. He had multiple reasons for following his cousin—concern for Peter's safety, curiosity about his own abilities, and a desire to test certain theories about their connected powers.
"Last time I transformed into XLR8, my strength seemed enhanced, but I didn't inherit the spider-sense," Ben mused, recalling his battle with Tony Stark. "The spider abilities strengthened my physical capabilities enough to damage the Arc Reactor, but the sensory aspects didn't transfer."
Spider-sense was notoriously inconsistent even in Peter's case, so that single incident wasn't conclusive evidence. To properly test the connection, Ben needed to transform and approach Peter directly.
"For tracking purposes, XLR8 would be ideal," he decided, activating the selection interface.
But when the holographic display materialized, Ben found himself staring at an unexpected option—a twisted, elongated silhouette that seemed to writhe within the projection boundaries.
Ben hesitated, his finger hovering over the activation control.
Ghostfreak. The Ectonurite species represented one of the Omnitrix's most dangerous templates, not because of their considerable power, but because of their unique nature. Unlike other alien forms, Ghostfreak retained the consciousness of its original donor—Zs'Skayr, a being who'd voluntarily provided his DNA to Azmuth while concealing his true intentions.
In the original timeline, Zs'Skayr had eventually escaped the Omnitrix's control and become a recurring antagonist, his consciousness slowly corrupting the genetic template from within.
"But ignoring the problem won't make it disappear," Ben reasoned. "If Zs'Skayr is going to cause trouble eventually, I should understand what I'm dealing with."
Moreover, Ghostfreak's abilities were perfectly suited for stealth surveillance. The timing seemed providential.
Ben pressed the activation control.
The transformation was unlike any other he'd experienced. His hands became razor-sharp talons while his entire body structure shifted into something that defied conventional biology. He resembled a floating specter wrapped in tattered fabric, legless and covered with ominous cracks that revealed glimpses of something darker underneath.
A single eye wandered freely within the tears in his ghostly shroud, giving him an alien perspective on the world around him.
"This is Ghostfreak," he said, his voice carrying an otherworldly resonance that sounded distinctly sinister.
"But I still feel like myself," Ben noted with relief, examining his transformed hands. "Complete control, no foreign consciousness trying to influence me."
Beyond the psychological comfort, Ben could sense the incredible power thrumming through his new form. He felt connected to some vast reservoir of dark energy, as if he could draw strength from the shadows themselves indefinitely.
The darker the environment, the stronger Ectonurites became.
"I could probably lift a truck without strain," Ben realized, flexing his claws experimentally.
The raw power was intoxicating, making him want to tear away the restraining fabric and reveal his true ghostly appearance to the world. But wisdom prevailed over impulse—such dramatic reveals were best saved for actual emergencies.
Still, the absence of the protective chains that normally bound Ghostfreak was concerning. In the original timeline, those restraints had been Azmuth's safeguard against Zs'Skayr's consciousness. Their absence suggested either that this template was different, or that Ben's situation was more dangerous than he'd realized.
"Find Peter first," Ben decided, postponing deeper analysis for later.
He phased through the wall and took to the night sky, his intangible form allowing him to move through the city without any of the limitations that bound physical beings. Following Peter's swinging trajectory proved effortless—within minutes, Ben had located his cousin.
He maintained a distance of roughly ten feet, close enough to observe but far enough to avoid accidental detection. If their spider-senses were truly connected, this proximity should trigger some kind of response.
Nothing happened. Peter continued his patrol completely unaware of Ben's presence.
"Transforming into aliens definitely dilutes the spider connection," Ben concluded. "The physical enhancements transfer partially, but the psychic aspects are blocked by the alien DNA."
Having satisfied his scientific curiosity, Ben prepared to return home. However, watching Peter's first superhero patrol proved to be an exercise in patience-testing.
Peter was... extremely talkative.
Every criminal encounter became an opportunity for elaborate banter, witty one-liners, and detailed explanations of why their behavior was problematic. The young man who'd been painfully shy just days earlier had apparently discovered an infinite reservoir of confidence and verbal creativity.
"I had no idea he could talk this much," Ben muttered, covering his head with his hands as Peter launched into another extended monologue about the importance of civic responsibility.
The combination of Peter's enthusiastic chatter and Ghostfreak's enhanced sensory input was giving Ben a headache that transcended normal biology.
"He can handle himself," Ben decided, retreating into the darkness. "I'm going to enjoy the rest of my night."