Chapter 2 With Great Power, Great Responsibility

"You sure you want this kid?" Fury asked mostly to himself, wondering if this what the young man wants.

After offering the job and telling the young man of the Ultimates, Scorpion had requested a few things and one of them was to take surgery to remove the boot and his cybernetics, not wanting to live as a freak.

Fury had Scorpion move to the Twinlab, a special lab that will help the young man in his operation. He stood on the other side of the room behind a glass window to watch the operation take place and soon heard a door opening behind him, knowing who it is and didn't both to look back.

"You don't have to be here Jessica," Fury said, not turning his attention to the female spider that walked in with a cup of coffee in hand.

"I know but I have to be here, for him," Jessica said, watching the doctors locking her brother's tail down and start the operation.

"That's kind of you but he doesn't care about himself or others but he seems interested in the Ultimates project I share with him," The head of Shield said.

"That may be but I can't allow my brother to harm himself more than others. I know he can't be a bad person because it's not in him, me, or Peter, and we all share that feeling. I hope that I can reach the real Peter inside of him, the one that cares about the people around him," The female wall-crawler said.

Fury stood quite and can tell that Jessica wasn't going to give up on her brother, the last of her kind in a way, and can see the good in him as a certain original can at times.

"He may not want to talk with everyone about that," Fury said, knowing how dark the kid could think.

"Maybe but maybe one person can help and would like to talk to him. I just know it and will change my brother into a better person," Jessica said.

With Scorpion, he was losing focus and started to drift into the dream world as the operation took place. He kept seeing memories of the original, Peter's memories spinning in this head, and the young man wants it to stop.

Scorpion doesn't know if the operation would work and get the chance to be a normal person, he just can't see himself or live.

That's when he saw someone walking towards in a room and shocked him to the very core of his being.

"No, no! It can't be!" Scorpion said in disbelief, total shock on who was walking towards him.

"Peter, it's me, Uncle Ben," A kind old man greeted as he steps in and shows himself to the young man.

"Uncle Ben? Is it really you?" The young man asked as a memory of the man was looked up to as a father figure was standing before him and couldn't believe it. He can remember Uncle Ben teaching him fishing and how luck had nothing to do with life but opportunity, preparation, and confidence. It wasn't his memories but he felt the connection and felt at peace on seeing the kind old man before him.

"I have seen everything kid and know you had a really bad time but in life or death, I'm here for you. And no matter what, I love you," Uncle Ben said as he walks to Scorpion and places a hand on the young man's shoulders.

"I love you too Uncle Ben. I...love...you too," Scorpion said before breaking down in tears of these emotional feelings and fall to his knees but Uncle Ben held him in place.

"You remember what I taught you about great power?" Uncle Ben asked.

"Y-y-yes. With great power, there must also come great responsibility," Scorpion managed to say through his broken voice and cleaned his tears up.

"Yes. You have this power and it's your responsibility to yourself and to the world to help yourself and others. You have expelled self-doubt, evil, and everything in order to make yourself your own person. Let it go, kid. Live and fight with your heart & soul, your real heart & soul," Uncle Ben said.

Everything started to sink in Scorpion and he felt truly at peace when everything becomes white and saw Uncle Ben smiling at him one last time, sending a powerful message into his heart and understand what he must do to change for his and everyone else's.

Time Skip

Scorpion rested in a medical wing and rested on the bed to recover from the great operation. He can no longer feel the cybernetics and tail anymore, he was free from that, and even more, he felt better now. He felt a brand new person, his own person, more than a clone.

Scorpion was steadily waking up from his sleep. His eyes trying to adjust from the bright light that hit him. At first, he was confused about where he was but he soon remembered what happened before. SHIELD, the operation, and...Uncle Ben

He never met the man before and yet it was as though he knew him all his life. It was most likely an echo of Peter Parker's psyche inside his mind. A likely side effect of being a clone but even still, Scorpion was glad to have met him.

Fury and Jessica walk into the room he was in.

"How are you feeling?" Fury asked.

Scorpion took a deep breath and slowly got up from the bed to feel what's changed. He soon smirked a bit when he noticed a big difference.

"Better than before," Scorpion replied.

"Jessica did inform me that you two have impressive healing factors. Though I've seen better," Fury said, remembering a few people that have a high healing factor.

"I imagine you have," The young man commented.

"Look Scorpion-."

"Ben."

This took Jessica and Fury by surprise.

"My name is...Ben," Scorpion or Ben said.

Jessica smiled at this knowing the reasons for the name while Fury nodded in acknowledgment

"Alright Ben, we need to discuss more on the Ultimates and to have a formal meeting to decide what's next. You think you'll be up for it?" Fury asked.

"Yeah. Sure," Ben answered.

Fury then looks to Jessica and said, "I'll leave you two alone."

Fury leaves the siblings to have a moment to talk and it was now Ben and Jessica.

"You seem different," Jessica said, seeing a change within her brother and was glad for that but wonder.

"No more than usual," Ben said in a dry tone of voice.

"I disagree. I think you've changed," The flame spider added.

"Did I? Haven't noticed," The young man said as he shrugged his shoulders.

"You can't lie to me, Ben. Interesting name choice by the way."

"Y-Yeah. Just came to me."

"I'm sure it did, Ben. I'm sure it did," Jessica said, smiling at this and saw good change happening to her brother, at least she is not alone and has saved her brother.

Today was a rebirth for a new spider to take form and rise as a hero he's meant to be.

...

AN: Next time we jump foward to Ben's new life as a normal student and later a member of the Ultimates to hero known as Scarlet Spider. Also yes, Ben Drew is Ben Reilly and Kaine Parker of Earth 616 counterpart for Earth 1610.

I hope you enjoy and will see all next time :)