Chapter 1

He pushed the brown bangs out of h his eyes to stare more clearly at the circular arch in the pristine white lab. "Time travel? That's not possible!" he yelled.

His mother stared down her nose at her son, which was difficult since he was in fact a few inches taller than her, but that look in her eyes made him feel small. "Ben, time travel is entirely possible, and it is in fact reachable." She explained. The look softened the next moment. "Now, I have to go back to the high school to teach third period, used this free period productively and try not to touch anything."

"Sure thing, mom." Ben said as his mother took off her lab coat and went through the door to the university. Ben looked at the strange device before letting curiosity get the better of him and, with his pack over his shoulder, he went over to it.

"You promised though." A voice in the back of his mind sang.

Ben grimaced as his fingers hit the computer. 'Like you're not the least bit curious yourself. Every childs fantasy is time travel.'

"Not a child!" The voice shouted, rather childishly at that. "What would Mommy say is she saw this?"

Ben scowled at air. 'My mom.' He snapped. 'Not yours.'

"You're a real downer, Benny." The voice said and Ben could almost hear the pout in the voice's voice.

But the boy ignored it and began typing away, having seen the effects beforehand and knowing exactly what buttons to push. He waited and saw the arch light up in a blue and yellow swirl of colors. 'Well, I always wanted to go on an adventure.'

"Yeah, big adventure." The voice muttered sarcastically.

Ben rolled his eyes and took a running start at the portal and never bothered to know what the date was set to.

He wanted an adventure, and he was about to get his wish.

A

Ben landed soundly on the ground and saw the portal over him disappear as he looked around. He had landed in an alley way, but he had no doubt that he was still in New York City.

He patted the shoulder strap of his pack to make sure it was still there and adjusted his red and black 'bean cap.'

"Hey genius, you have any idea what time where in?" The voice jeered.

Ben paled. "Aw shit." He muttered aloud. Normally when he was alone he didn't mind talking aloud to the voice, but he still didn't like it knowing that no one else could hear the voice in his head and so he didn't often say things aloud. Hell, even his parents had just started getting used to hearing him talk to 'air.' "No problem." He said trying to sound assuring. "Mom will notice. But come on, we're in the past."

"I'm jumping for joy." The voice said sarcastically. "I swear you get your impulsiveness from your Daddy."

Ben winced. Only a little though. He didn't particularly mind being compared to his father, only the hateful things they said about him made him angry, but it was the fact the voice was making a distinguishing difference of opinion about their different fathers.

Apparently the voice wasn't ready to accept it's host's father as 'it's own' just yet. Unlike how it readily accepted Ben's mother as 'their mother.' Or 'Mommy' as it so often and affectionately called her.

Ben couldn't even really get angry about it that much anymore. Especially all things considered. But that didn't mean he didn't get annoyed when it still said that.

Ben walked out of the alley and walked past a newspaper stand, only to back track and stare incredulously at the current date.

April 26, 2009.

'Oh my..' Ben was so shocked that he couldn't even finish his thought. 'This year…this is…'

"…Exactly two years before you were born." The voice finished.

'Right.' Ben thought and he suddenly had the urge to look u, and when he did, he had to stop himself from gaping as a feminine, costumed, red and blue figure swung across the city.

'Spider-Woman.' Both Ben and the voice said in awe. '…mom.'

"Looks like we'll get to see how your parents get together first hand."The voice stated cheerily.

Ben tried not to pale. 'Correction, I don't want to think about the 'getting together' part.'

"Aw, little Benny is still embarrassed about his Daddy giving him the Talk." The voice said in a baby voice before breaking out in an almost hysterical laugh.

Ben tried not to shudder at that. Now he really wasn't going to think about it. 'Shut it, or else.'

"Or else what? We've gotten along well enough for what, 5 years?" The voice asked.

Ben felt an exasperated amount of affection being sent to him and he couldn't help but smile. They were practically 'brothers' after all. '4 years.' He corrected. 'I've had you since Pat gave you to me when I was 11.'

"Paddy! That's it!" The voice cheered. "I can show you first hand memories of him and-"

'No way in hell!' Ben yelled angrily. 'What ever happened between Pat and Gina is their business. And besides, if you remember correctly, seeing memories of his personal life goes against the agreement I made when I accepted you.'

"Aww." The voice whined. "You don't even want to take even a little pe-"

'Toxin!' Ben yelled sharply.

The voice was stunned into silence before Toxin muttered "Meanie" and went silent.

Ben sighed exasperatedly and knew the symbiote was going to give him the cold shoulder for a good, solid half-hour. Or at least until it got unnerved by the sudden silence.

Ben really didn't like arguing with Toxin, but it sometimes go a little overbearing. Like how Toxin got after yelling at Ben for calling the symbiote an 'it' in the first place.

After Ben explained that Toxin really had no form of it's own (humanoid shapes did not count) it was, well, an 'it.'

It was sadly the nicest form of address Ben could give other than the symbiote's name.

And it was probably wise that no one brought up the speech habit Ben picked up whenever he turned into Toxin. He always referred to himself as Toxin in the third person; much to the great amusement of his symbiote partner.

It scared the hell out of his parents though and it took him an entire half-hour to convince that it was still in fact him and the speech glitch was chalked up to the fact Toxin had a rather childish and immature nature

Which was mostly exhibited by referring to his mom as 'Mommy' and his dad as 'Daddy.' And Toxin even called Ben 'Little Benny.'

Ben was brought out of his musings and thoughts by seeing his reflection in the passing window. His hair wasn't long, but his bangs were, and most of his hair was dyed blond in a fit of teenage rebellion. He noticed that he had his mother's expressive features and slender build, but he was tall like his father.

Ben was knocked onto the ground and looked over at a girl that looked to be 16 and also looked painfully familiar to him with her shoulder-length brown hair tied back into a ponytail and her doe-brown eyes.

"Sorry, I didn't mean to run into you. Are you alright?" she asked, naked concern on her face.

Ben felt his insides go cold as he stared at her face. "Yes." He finally answered. "But it was really my fault for not paying attention."

The girl smiled as she stood up and slung a pack over her shoulder. "Well, no harm, no foul, right?" Ben nodded. "Er, bye." She said as she walked around him.

Before she could get more than a few feet away, Ben chose to see if his hunch was correct. "Hey, I'm-" he thought fast-"Ben Reilly. What's your name?"

The girl paused as she looked over her shoulder at him and smiled back at him. "Perenna Parker."

A/N: Originally, 'Ben Reilly' was the clone of Peter Parker, but since this is an AU, I've made the character the son of Perenna Parker, Spider-Woman, if you didn't catch who the figure swinging around the concrete jungle was.

His name really is Ben Reilly in this fic, only 'Reilly' is his middle name. I ain't giving away the father just yet.

Toxin is, like Ben already said, a symbiote. The son of Carnage to be precise, and was originally bonded to Patrick Mulligan. He is the 'Pat' Ben is referring to and why giving a symbiote to an 11 year old boy is a good idea will be explained later. This symbiote differs from the others because it does not try and take over the mind, and its personality really is childish and immature.