Harry Osborn nearly didn't exist. His mother became extremely frail and sick while she was pregnant with her son. She spent most of the pregnancy in bed under the best doctors care. His father, Norman, was frantic with worry. He'd wanted a son. An heir to the Osborn name, but he loved his wife more than anyone or anything in the world. Watching her health deteriorate made him wonder if this child was worth it. Labor was hard, and while Harry was born healthy his mother barely survived childbirth. She made a slow recovery, and was just starting to feel like herself again when her dear friends, Thomas and Martha Wayne were brutally murdered in front of their eight year old son, Bruce. Norman and Emily decided to take Bruce in. When you're family friends and have lots of cash the legal system works quickly in your favor. They wanted to help the traumatized little boy, and Norman felt that if Harry didn't live up to potential maybe Bruce would make a better heir.

Harry grew up happily for the first five years of his life. He adored his surrogate brother, idolized his father, and loved his mother more than anyone in the world. When her health took another turn for the worse a year after Bruce moved in, Norman became obsessed with finding a way to fix her. While the doctors tried their own methods, Norman was convinced OsCorp could develop a formula that would repair her health and restore her completely to the woman she was before she became pregnant. It wasn't until she died that Norman Osborn's cruelty began to surface. He had been terrorized by his own father, but while married to Emily he never laid a finger on either boy. Her death changed him. The kindness he had seemed to disappear over night. He had once treated Harry with mild indifference, preferring to focus on Bruce who showed signs of genius early on. The indifference turned to emotional and sometimes physical abuse because he blamed Harry for Emily's death. More than once he let the boy know that his life had not been worth his mother's. Luckily for him, Bruce didn't stand idly by and allow the younger boy to be mistreated. He often tried to direct Norman's attention on to himself, and eventually Norman resorted to mostly indifference again.

Until Bruce went away to school, and then later Asia. Harry was left dealing with his father once more. Every time he was kicked out of boarding school he had to face his father's wrath. The one time he miscalculated his drug use and managed to overdose, Norman decided to teach him a lesson by leaving him in a locked drug treatment facility for months. After that, Harry learned to watch his intake, figure out which drugs could pass Norman's random drugs tests, and convinced his father to let him try public school for his senior year.

It was on a field trip with his Science class that Harry's life suddenly became weird. He was bit by one of the radioactive spiders that the scientists were working on. Harry came home from the trip feeling sick, and woke up the next day with abilities he never dreamed of. While some would look at enhanced abilities as a gift, Harry saw it as a curse. If his father were to find out he was a freak he would either lock him away so no one would find out, or study him in the labs. He kept his secret while living in the penthouse and finishing up school. Harry was determined to never use the abilities. Then his best friend's uncle was car jacked, and shot. Uncle Ben was a kind man who always took Harry and Mary Jane in when their own home lives were complicated. Rushing to the hospital and seeing the fear on Aunt May's and Peter's faces was enough to convince Harry that he had to try and use his abilities to help people like Uncle Ben. Luckily Ben survived, but Harry was already designing a costume and sneaking out at night to practice mastering his new powers. As Spider-man he didn't fear anyone or anything. He risked his life to save people. As Harry Osborn he found himself still living in fear of his father's anger and wanting nothing more than to make him proud. A double life is hard to pull off. Especially when your prodigal brother has returned home, and your girlfriend and best friend are starting to wonder where you disappear off too all the time. Harry can't tell anyone his secret though. He isn't ready to admit he's a freak.