Hey, guys! This is a challenge from Melancholy's Sunshine's book "A Father" chapter 8. This will be a short-story.

Also, this first chapter is the one-shot Melancholy's Sunshine created, I merely went through and rewrote/edited it to flow with my story.

Disclaimer: Ultimate Spider-Man belongs to Marvel/Stan Lee, and the start of this story belongs to Melancholy's Sunshine.

Enjoy!

8-year-old Peter Parker remained perfectly silent as he was quickly escorted out of the orphanage by a regal-looking woman in a black pantsuit. She was scary. Though her face bore the barest traces of makeup on her cheeks and lips, a pair of darkly tinted sunglasses hid her eyes, her brown hair was pulled up in a tight bun, and her shoulders remained in a sharp, straight line. Peter didn't know her name, or where he was even going with her, only that he was leaving the orphanage - possibly - for good.

The scary woman had shown up at the orphanage this morning with a briefcase of documents and a list of contacts. After a long talk with the system manager, she told Peter to gather his things and come with her. She hasn't said a word to him since.

He had no idea where she was taking him, all he knew (from eavesdropping on some of the caretakers) was that someone - a Godfather of his apparently- had unexpectedly popped up out of nowhere. Peter was dying to ask who his Godfather was - a name at least - but he was far too afraid of this woman to open his mouth. Even with her eyes covered, she didn't look friendly or nice. Her lips remained in an expressionless line that might as well have been sewn shut, and her demeanor was fast but prompt - like she was busy and didn't have time to talk, especially to an insignificant youth such as Peter.

Her strides were longer than his too, causing him to occasionally stumble as he rushed to keep up with her. His tattered and over-sized backpack (filled with his belongings - which wasn't much) was hanging from his back, the straps were being clutched tightly between small, white-knuckled fingers.

Peter had lost his mother and father when he was 3. He was put under the guardianship of his Aunt and Uncle, both of whom had been murdered in their home about two years ago. The child services took him in after that and placed him in the care of the orphanage while they looked for any other relatives or family members he could stay with. Nothing popped up within two weeks of searching. No relatives, no friends, and no family. Peter was all alone as far as he, or the child services, knew.

He had been alone for 2 years now - with not even one adoption between the time span. Not once. Nor had he made any lasting friends, aside from some of the nice ladies who gave him breakfast every morning. It was a year of being with the orphanage that Peter had supposed that he was just meant to be alone.

Until today, when a godfather he never knew he had suddenly appeared. The guy seemed to be okay enough for the matron to let this woman take Peter to him. Maybe he was wealthy?

The woman led Peter fast down the steps of the building. Her shoes made a dull thud as she walked. She urged him toward a shiny black car parked by the street, wordlessly opening the door and gesturing for him to get inside. As soon as he was sitting on the cool leather seats she followed him in. The driver up front, separated from his residence by a piece of thick black glass, pulled away from the curb as soon as the door was closed and smoothly joined in with the New York traffic.

Even though it was dark inside the sleek interior of the car, the women kept her glasses perched tightly against her face. Peter sat far from her, instinctively burrowing himself in between the seat and the locked door, trying to look as small as possible - a coping mechanism he picked up. To make himself look small so people wouldn't notice him and leave him alone - almost always effective, even with the bullies back at the orphanage.

The women didn't notice - or care - and simply pushed a button on the door she was by and the black glass in front suddenly flickered like a TV screen.

Peter's eyes widened and he clutched his bag a little harder as a man's face appeared on the black surface. The man was pale and looked sickly, in a way that it looked fatal. Long, greasy black hair framed the man's face and tumbled down his hunched back and shoulders in knots and tangles, his thin mouth was curled upward in a smile. Peter didn't look into the man's thick glasses. He didn't want to see the man's eyes, for fear that they were as scary as the rest of his appearance.

"Well, aren't you going to say hello Peter?" the man asked, in a gentle tone that Peter hadn't been expecting, especially from someone so crude looking.

"Oh, um..." Peter bit his lip shyly. He glanced up at the woman, who ignored him, before looking back hesitantly. Taking a deep breath, he forced himself to look back up at the man and whispered, "Hi,"

"Hello," the man chuckled back, he spoke with a slight metallic tinge to his voice. Peter flinched a little and looked away, "It's alright. I know I don't look the best, but I am here for you now. Do you know who I am?"

"My...my godfather," Peter answered.

"That's right." the man agreed. "You see, when you were born, your father worked with me. We were friends and partners. So when your mom was pregnant with you, they asked me to watch over you should anything happen. I know I wasn't able to be there when your parents died, or even when your Aunt and Uncle passed on. Work took me over and I couldn't get away. But, I am here now and I hope you'll be happy with me."

Peter's foot tapped the air nervously. This man was strange and so different than the other dads who came to the orphanage. But...his dad was friends with him, so he couldn't be all bad. Peter forced on a brave face and nodded at the man. Some family was better than no family.

Humming in satisfaction, the man turned to the woman. "Aw, Claire, I see you fulfilled your end of the bargain efficiently, you have my appreciation,"

The woman - Claire - sniffed in disdain, "Yes, and now it's time you fulfilled your end you slimy eel!" she snapped. It was then Peter decided he didn't like the sound of her voice.

The man, on the other hand, laughed. "Yes, yes, I am a man of my word. Osborn will never know of your dilemma back in Sector 4," the woman relaxed, but only a little.

"We'll be at the building in 15 minutes," Claire said.

"Bring the boy in through the underground entrance, I don't anyone seeing him." the man said.

Claire's eyes narrowed in sudden suspicion, "What do you plan on doing with him?" she asked, eyes flickering over to Peter.

The man frowned, "That is none of your concern Claire, but if you must be assured, then know that no harm will come to him. Just bring him to me and we'll forget both dilemmas."

Claire looked like she might argue, before shrugging and deciding against it.

The man turned back to Peter and smiled, whether it was supposed to be reassuring or not, Peter wasn't sure. "I hope to see you soon." was all he said, then the screen went black.

  LINE BREAK 

Peter grew up in the lonely shadows with only his godfather as company, being homeschooled by the brilliant man and sheltered under his unexpected care. Peter was there as his godfather's health deteriorated slowly and took physical effect, and he was there throughout every problem and dilemma, aiding the man all he could.

Otto Octavius obtained paralysis of his body from the neck down (long before he found Peter) and used four metal tentacles embedded in his back to move and grab things. One of the few reason he didn't go out much. The man was a brilliant scientist with a respective code of his own that he always went by. He was caring, but firm, attentive, and a good teacher. One of the biggest downsides, though, was his boss, Norman Osborn, who often took his brain for granted. Thanks to Mr. Osborn, Octavius living conditions always remained reclusive and underground. Peter's seen it, heard it, lived it, and hated it.

The way Norman abused Octavius always angered him on a personal level. But it was not like he could never do anything about it. His godfather was insistent that he remained invisible to Norman's eyes. If Osborn ever found out Octavius was harboring a child in his lab, there was no telling what that man would do.

No, it was best for Norman to never know Peter even existed.

But, it was when Peter was accidentally bitten by one of Oscorp's radioactive spiders (after sneaking out of the lab and mixing in with a large group of schools kids on a field trip) did that scenario of invisibility get thrown out of the window. With newly obtained spider powers, Peter, in honor of his deceased family, (his mom and dad - who died in an airplane crash, and his Aunt and Uncle - who died in their own home) he became someone who would protect the people of New York, going by the public-given name: Spider-Man.
The public was not very creative.

Otto knew who Spider-Man was right away. There was no way for Peter to keep it from him, especially with their small and shared living space. Naturally, the older man objected to this new "hobby" and forbid Peter from ever going back out in the city unprotected and wild. In the end, though, Peter was able to convince Octavius, thus resulting in his godfather observing him as he fought, determining his weaknesses, strengths, and powers, and coming up with tech for the teen to use to protect himself.

Though, both were put on edge when Norman's cold eyes suddenly targeted Spider-Man as his newest biological project. Osborn's sudden obsession for Spider-Man and the arachnids DNA was sudden and unexpected - even more startling was when the man immediately enlisted Dr. Octavius (of all people) to help capture and replicate Spider-Man's powers. That part was likely because of Otto's extensive knowledge of bioengineering and mutagens. The project has been going on for months.

But, it was so funny. For some odd reason, Spider-Man always somehow escaped captured. He remained as elusive to Norman's attempts as a mouse was to a cat.

Hmmm...funny how that worked.

 LINE BREAK

"Norman would stop harassing you if had a sample of my blood, right?" Peter asked his guardian one night as he worked on a bunch of science equations while eating his dinner at a deserted lab table.

"No Peter. I am not taking your blood. I will not turn you into an experiment." Octavius immediately shot down as he worked on identifying some mutagens of Peter's blood. One of his tentacles slowly adjusted the scope of the microscope he was looking into.

"But Norman-"

"Forget Norman, Peter." the scientist interrupted firmly. "I will not use you as his guinea pig. Even if it was just a small sample from you,"

"But I just..." Peter looked down and tapped the paper in front of him. "I just want him to stop picking on you." this time Octavius did look up at the slumped boy whose finger tapped at the frayed corner of his paper. A soft, affectionate smile made its way on his face and he clanked closer to the teen.

"I may do terrible things Peter, but I will not go back on the word I gave your father," Ock said softly, yet firmly. "Are we clear?"
"Yes Doctor Octavius," Peter responded dejectedly.

Otto's face softened further, "You know I do this because I care." he assured, a hint of worry creeping on his face. "I know what Norman plans on doing with your DNA, and I refuse to allow him to do such a thing."

"Yes, I know what he wants to," Peter said, frustration in his tone. "He wants soldiers. So what? Lots of governments do sketchy things to get soldiers, I mean, look at Captain America!"

"You aren't Captain America!" Octavius reminded. "We aren't in a war. We aren't even working for the government. He'd be using you as a means of profit. I will NOT make you an item,"

"But, your health-"

"Not on your life. End of discussion."

Peter sighed in defeat and went silent. He turned back around and focused on the work his guardian assigned him, forgetting about his dinner. Octavius watched the teen for a few moments, before going back to his microscope. He peered inside the lens, watching the squirming masses of DNA.

Peter's DNA.

It truly was amazing. Ock understood why Norman Osborn would want someone like Spider-Man so badly.

But it just so happened that Spider-Man was also Peter Parker, Octavius's godson. Despite all the bad things Norman has had him do, and the lack of affection Otto had in his own life, he refused to let Peter get hurt too. He would do anything protect that boy, just as he had promised Richard and Mary Parker.

The only thing was when Octavius looked over and saw a teenage boy biting his lip in concentration, a boy with unimaginable power, he wasn't sure he could keep the predators of the world away for long.

This is just the beginning. I actually DO have something planned for this. Also, in case any of you are wondering why I haven't updated any of my other stories, its because I am in the process of editing them. I hope to get done with what I want to edit by the end of January, as soon as we roll into February I'll try and update all of my books. So, if you can wait until then, I'd really appreciate it! :3

Just keep in mind that I'm writing for myself as much as any of you, so please don't try and push me. Thanks XD

Also, in case you were wondering how Ock even managed to smuggle Peter into his lab, I'll try and get to that next chapter ;)