~*~

Late at night, Penny sometimes stared up at the ceiling, imagining her home and all the people in it. Now that Peter had told her about his decision with Harry, she was doing it again. When she was younger, it made her feel especially safe to visualize the protection offered by those around her, concentric circles moving outwards.

Nearby Harry and Peter were always watching over her, two sentinels at the door. Beyond that there was her omnipresent father, swirling through the hallways and forming a barrier between the penthouse and the world, a watchful, shifting gargoyle. Outside of them house there was Matthew and Warren and Johnny, uncles all, who were not so close but always ready if needed. She thought about them hovering high above the city, helping to protect it when her parents weren't around and always watching over her from above.

When she was little, she thought about them protecting her. But now she wanted to do the same. Harry had told her that she was going to be getting a pair of younger siblings and Benji still needed guarding, even when he insisted that he didn't. She wanted to be there for them, one more line of defense to help them feel safe like her parents did for her.

Harry and Peter were counting on her to be a good big sister and she would be. Then, one day, the whole city would be under her purview, one more home, one more neighborhood to watch over.

Just like her parents.

~*~

Elsewhere, under the same nighttime sky, Ben shifted uneasily in his bed. His room had little in it to distract him besides the smooth, clean contours of the walls, but there was enough going on in his mind to keep him awake and thrumming with thought.

Peter Parker's son? Spider-Man? He was somebody's child, somebody else's, and not simply an experiment? Not that it did him any good. His sister would hunt him down no matter who he ran to. There wasn't anything he could really do except obey and hope that she would go easy on him and decide not to dispose of him once she was through. But anything less than obedience was a death sentence.

Of course, now that he knew there was the added guilt of hurting his own father. It wasn't enough that he was hurting a girl he maybe liked, he was hurting family. He frowned and punched the plain white pillow beneath him. Why did Otto have to tell him anyway? It only made things worse and made him feel terrible. It didn't do any good. It just complicated things.

Better that he didn't know but it was too late now. He'd have to live with the guilt, he decided. Press it all down like he always did and turn away while Emily took care of whatever nasty business she'd been ordered to take care of. It probably meant killing somebody – she kept acting like she hoped it would anyway – and he really didn't want to see it.

If he was really his father's son, he supposed, he would try to figure out some way to stop it. Keep the people he liked safe while not betraying his sister, not getting her mad or at least going somewhere she couldn't get to him. But it was all impossible; there were too many demands on his loyalty and he couldn't figure out a way to sort them.

He was a coward anyway. Even if he though of a plan, he realized morosely, he wouldn't have the bravery to go through with it. He only wished that Penny didn't have to suffer for his weakness.

~*~

Harry's eye inched open and he saw that Peter was next to him, unmoving. Twisting beneath the sheets, he turned on his side and watched Peter sleep, a benign voyeur. They were both getting older, but when he was asleep and his features were relaxed he looked like he did in high school, back when he was timid and naïve. Involuntarily, Harry touched the rough side of his face and wondered what Peter thought when he saw him sleeping.

A look at the clock told him that it was almost time for the early morning patrol. People would be coming home from bars or early morning jobs an inevitably some of them would be getting into trouble. The cops got some of it, but they never seemed to be able to find it all. And there was always the chance that a costumed menace would decide to take to the streets.

He leaned over and kissed his spouse's face. "Gotta go. Morning patrol."

Peter turned halfway over and held his wrist. "Stay safe Harry. Okay?"

"I'll be back before you know it." He kissed him again. "And I'll make pancakes for when you get up."

He moved through the darkness, down the hall to where he kept his armor. Still sleepy, he shook his head while he pulled it on. The responsibility of making sure nothing too awful happened in the city had grown on him as he'd gotten closer to Peter. But with children looming on the horizon, he wasn't sure how long he could keep it up.

If something had to give, he was definitely going to put his children first. Even if helping the city was important, he knew too well what it was like to have a parent who was forever finding things that were more important than him. He wouldn't put his kids through that same ordeal, he swore to himself as he finished suiting up.

He turned his board on and grinned at the familiar rev. Someday, he was going to teach this to Penny and whatever other kids they had, he thought. And maybe that was the best way to go about it, integrating the kids into his side of their life when they were ready instead of saying goodbye to the heroing for good.

~*~

Emily's eye snapped open and she panted but didn't scream. There was nothing but inky blackness above her, dark like her symbiote, and it was somewhat comforting even though her dream was still fresh in her mind. She didn't shy away from the pain, though. Instead, she closed her eyes and willed the symbiote to induce the dream over and over again, like it did every night.

Every few nights she would relive the memories of the night her fathers died. She could still feel the ghostly burning, the pain screaming through her nerves and into her brain. It was painful, but it was necessary. Anger was too easy to forget if left too long and she needed to stoke the fire in order to keep in burning, to remind herself of just how awful the experience had been. Normally she knew that rage would haze vision, would lead to sloppiness in completing a job. But this one time she wanted to cause pain and suffering, forget about all else she had learned

Flint Marko. Peter Parker. Harry Osborn. Johnny Storm. Warren Worthington III. Five names. Five men she had to kill before she could put the dreams to rest for good, before she could allow herself to forget.

Knowing they were dead would make that first, dreamless sleep that much sweeter.

~*~

"Mmm. Pancakes? They smell great Harry." Peter sat down in his robe as Harry brought over a plate.

"They're blueberry," Harry grinned, reaching into the fridge for syrup. "And I stirred a little flax into the batter."

"Getting healthy? I remember when all you ate for breakfast was day-old pizza." Peter grinned and cut the stack with his fork.

"Well we have to set a good example," said Harry sitting down with his own plate. "Morning patrol was quiet by the way. Which reminds me," he said in between chewing, "have you given any thought to how we're going to handle the patrol situation once we have kids?"

"We could keep switching off and on," Peter offered. "Or we could take a more relaxed approach like Johnny does. Minus using the free time to go watch snowboarding or ride motorcycles in half-pipes."

"I considered that," said Harry as he polished off another pancake. "And to be honest, it's not the time thing I worry about so much as not coming home. I mean, I do worry about the time issue. There's no way I'm putting this above the kids. But it's bad enough thinking about you not coming back to me after a violent fight or out of control fire. I don't want to put our kids through that." He reached for the carafe of orange juice and poured himself a second glass. "Would you?"

"No." He shook his head. "I hadn't given it much thought but I suppose with kids it might be a time to pull back. Hopefully I'll get my degree soon after that and could start teaching fulltime. Or get a job. Something beyond…" he shook his head. "So much to think about. I mean, we have some experience with Penny but she wasn't so young when we started raising her…"

"What about me?" Penny stepped into the room. "And what smells good?"

"Blueberry pancakes, sweetie. And they're still hot, so hurry up."

"Thanks." She grabbed a fork and speared a few onto a plate. "You know, I'm really glad you guys are going to have kids." She grinned at them. "I always wanted to be a big sister. And yeah, there's Benji, but we always have to return him after a while."

"Oh! Speaking of which, Mary Jane should be coming by today to pick up Benji late this afternoon."

"Are you going to be here? Or do you need me to come home from the gallery?" Harry asked as he soaked up the last of his syrup.

"I'll be here." Peter washed down more juice. "I have to ask her about, well, you know."

"You're asking Mary Jane?" Penny looked at him in surprise.

"Exactly what I said," Harry chimed in.

"We go back along way!"

"And she's good looking," Penny teased.

"Also exactly what I said," Harry added as he set his plate in the sink.

"Alright! I get it!" Peter huffed. "If it really bothers you…"

"It doesn't," Harry said with a wink at Penny. "We just like to tease."

"So are you going to pick or do you want to be surprised?"

"We thought about influencing things," said Harry as he took the plate Peter handed him and rinsed it off along with his own. "But I think we're going to go with a surprise. Right, Pete?"

"Right. There should be a little suspense involved," said Peter with a smile.

"So how will you know what to paint the rooms? Oh! I know! We can do one room in green and one room with red and blue! We could even add little web or pumpkin motifs, that would be so cute! Harry and I could paint them," she gushed.

"Slow down, kiddo. That's something else we need to talk about," he said, loading the dishwasher with a glance at Peter. "Do we let them know right away?"

"That's… good question." Peter sighed. "Benji knows about Johnny but his identity is public anyway. And we haven't trusted him with ours because, frankly, it would come spilling out the first time he wanted to boast."

"We could always go public," Harry pointed out. "But that causes a whole new set of problems. We'd probably have to fortify the house even more than it already is."

"Well don't worry about me if you do," Penny interjected with confidence. "I can take care of myself."

Peter shot a glare at Harry who shrugged helplessly. "I'd want to see you a little more prepared than just having taken the formula. Taking it alone doesn't make you an expert, right Harry?"

"Does that mean you're going to train me?" Penny asked with a grin.

"We didn't say that!" Peter said suddenly with a worried look. "Worry about school for now. Do you have anything due today? Any tests or quizzes?"

"Nope. But I do have art class with Ben." She smiled as she finished off her plate and hurried back to her room to get ready.

"And you want two?" Peter looked at Harry who only blushed.

~*~

"I don't see why you wanted to take the subway. We have a perfectly good vehicle," Emily snapped. "And we don't have to consort with a bunch of smell morons on their way to work."

"I thought it would be more normal, that's all," he mumbled.

"Don't worry about normal. I'll tell you what to worry about." She set her backpack down at her feet as she got into the car. "You said that you struck up a conversation with the Parker-Osborn girl the last time?"

"Yeah," he sighed. "I did."

"Good. You've started building a foundation then. Continue to do so. Build up her trust." She grinned. "This could really work for us, you know?"

"What could?" He was afraid of the answer, but asked anyway.

"Her and you. If you can manage it, I want you to date her."

"What!" He blushed. "No! I mean, it's not that I don't… why?!" He felt his heart jump and start to pound.

"Well it's obvious you like her," she said with a roll of her eyes. "So it isn't as though you can't have a little fun first. But if you're going out with her, that's practically an invitation into their home. Everybody's guard will be down, they'll let you in. What could be more perfect? You stake it out the first few times and then finally, once they're all used to you, we'll strike. You from the inside, me from without."

"They'll know!" He yelped, wondering if his face reflected the horror and panic he felt. "Besides, what about the spider tingly stuff? Her dad will know that I'm not supposed to be there!"

"They'll probably chalk it up to you having sexual thoughts about their kid. They're not going to suspect you of wanting to attack them," she said with a roll of her eyes. "All you have to do to not screw up is mostly keep your mouth shut and act like you're they're for her and nothing else."

He felt nauseous and looked at the floor then out the window. His sister's eyes were reflected in the glass, steely as ever, and whatever resistance he might have had shriveled.

"Alright," he muttered with a defeated sigh. "I'll ask her."

"Good." She clapped him on the back. "And don't look so down. You're more than welcome to have a little fun first. I certainly won't object." She smiled the toothy grin that always made him shiver. "In fact, I think it would make the whole scenario even better. Don't you agree?"

Mute, he only nodded.

~*~

A/N: So I couldn't remember if I'd written Benji as knowing, but I'll go back and selective edit if there were moments when he did. But Johnny's such a loudmouth I don't think he could keep quiet about things and his kid would be the same. Couple new characters coming up, a few old ones will be coming back, and in a couple chapters there will be a fast forward (though not skipping) of a few months. There's lots ahead and I'll try to make sure it gets updated every so often.