Archive of Our Own ^beta

Chapter Text

"So, what does the Heisenberg uncertainty principle state?" Mrs. Daphne Boomer asked her AP Chemistry class. "Anyone? People, you have an exam in a week. Let's try and catch up! Robert! You have an idea?"

Bored high school senior Robert Quinn sat back in his chair. "Nope. Sorry."

Mrs. Boomer sighed. "Okay, how 'bout you, Amelia?"

Junior and massive goth girl Amelia Hopkins thought for two seconds before responding, "No clue."

Mrs. Boomer continued to look around. "Paul?"

Senior Paul Patterson shrugged. "Beats me"

Mrs. Boomer sighed. "People, I'm serious about this exam. It's ninety points! And I want to make sure you're all best prepared."

Looking to a familiar fifteen-year-old freshman with combed brown hair and thick glasses, Mrs. Boomer called out, "Peter?"

Looking up from his Honors Geometry homework, Peter Parker eyed his teacher in confusion. "Yeah?"

A few students chuckled, while Mrs. Boomer repeated, "What does the Heisenberg uncertainty principle state?"

Peter sat up. "Oh! It's that the position and velocity of an object can't be measured both exactly at the same time."

Mrs. Boomer smiled in relief. "Great! Anyway-"

The school bell started ringing, prompting the young teacher to look at the clock. "Crap, 3:25. Alright, everyone, only homework is pages 235-240 in the textbook, and to study for the exam!"

The students started packing their things, leaving pretty quickly. As Peter started packing his backpack, he made eye contact with his teacher, who mouthed thank you. Peter nodded in response and finished packing his things, walking out of the classroom. Making his way through the crowded halls of Midtown Science High School, Peter put his earbuds on and avoided direct eye contact with anyone. His phone started ringing, prompting Peter to pick up.

"Hey, Michaelangelo! How'd school go today?" the familiar voice of his Uncle Ben asked.

"Fine," Peter responded. "Just typical boring classes. Nothing new."

"I gotcha. Just calling to let you know that I know you're planning on studying in the school library, but your aunt's cooking up her famous surprise lasagna. I know you're gonna want to get your hands on that as soon as possible, so you should probably be home by 6:30."

Peter's eyes widened in excitement. "Seriously? Nice! See you then."

"Later, Pete."

Peter hung up the phone and walked over to his locker, opening it. He took out his jacket, only for a football to hit him in the side of his head. Unsurprised, Peter turned to see Bigfoot in the form of a human, smirking.

"Sorry, Parker," Flash Thompson chuckled, walking over and bopping Peter in the back of his head.

Peter sighed. "All good, Flash."

"Anyway, the Halloween football game is this Friday. You better get my good side for the paper. If not, there'll be trouble," Flash declared.

"Uhh, yeah, I quit the school paper. And I'm not going to the game," Peter revealed.

"Why, you gonna be too busy trick-or-treating to have a social life?"

Peter smirked. "No, I quit because I was too busy wondering how you managed to make us lose to Hamilton last weekend."

Peter found himself being pinned to his locker, with a couple students watching nearby.

"So, Parker. You've grown a pair? Better take back what you said or I'm gonna beat your ass," Flash threatened.

"Yo-you know. It's still a wonder how you're even academically eligible."

Peter regretted that quickly as Flash's fist met his stomach, knocking him down.

"Stay down, Parker!" Flash yelled.

"Flash!"

Peter turned to see Liz Allan running over. Flash froze at the sight of his girlfriend.

"Seriously? Again?" Liz sighed. "Flash."

"Dude thinks he's got a smart mouth. Should've shoved the little dumbass in that locker," Flash remarked.

"You haven't done that since the seventh grade," Peter sighed.

"Let's go. Before you act like an idiot again. Sorry, Pete," Liz groaned, holding out her hand.

Peter took Liz's hand, letting her help him up. "All good."

“Watch your ass next time, Parker. And for the record, Hamilton beat us 'cause Kong screwed up his throw. C'mon, babe," Flash said, taking Liz's arm, walking away.

Walking into his house, Peter called out, "I'm home! What's for dinner? Lasagna?!"

In the kitchen, Peter's Aunt May rolled her eyes. "Ben!"

Uncle Ben came down. "What? I knew he'd get excited."

"Well, it's called my surprise lasagna for a reason," Aunt May responded, pulling the warm and steaming lasagna out of the oven. "You both have loved it for centuries."

"Wait, I thought you guys were only ninety! Man, are you old," Peter joked.

Uncle Ben laughed. "That was one of your better ones, Pete."

"Say that again, smarty pants, and you'll be eating your food outside," Aunt May replied, setting the lasagna on the table.

Peter cut himself a piece. "I wouldn't dream of it."

Uncle Ben sat down and cut a piece for himself, sprinkling parmesan cheese on it. "So, Pete. Third month in high school, and you're not having a problem so far. Impressive."

Aunt May smiled as she sat down. "And unsurprising."

"Oh, thanks, but it's no big deal! Besides, it's not like it's completely perfect," Peter said.

"Flash Thompson?" Uncle Ben guessed. "What was it this time?"

"Threw some sarcasm his way. Got a fist to the stomach in return."

Aunt May put her hand to her forehead. "I swear, we've reported that kid five times in the past six years."

Peter shrugged. "I've gotten used to it. I hate the guy, but what else can I do?"

"At least you're standing up for yourself," Uncle Ben acknowledged. "Soon, that punk's gonna know you're not one to mess with."

Peter laughed while Aunt May snorted a little.

"Sorry, Pete," Aunt May quickly apologized.

"No, you're fine," Peter insisted. "I just wonder what goes on in that dude's head. Entitled asshole."

"Language, dear," Aunt May said. "And who knows what's going on with that boy."

"Sorry to change the subject, but isn't that field trip to Oscorp Industries tomorrow?" Uncle Ben asked.

"Yep! I'm all prepared and everything. I've been reading a lot about Oscorp and Norman Osborn. Tomorrow will literally be perfect for me," Peter excitedly responded, scarfing down his lasagna. "It's the most advanced chemical manufacturing company in New York, and what Osborn's doing to enhance the human race is just insane."

"Ah, science. Your father always loved it," Uncle Ben reminisced.

Peter smiled. "Like you haven't said that two-thousand times already."

"Well, I'll admit that I myself was quite a nerd in high school. Like your dad, but nowhere near his level."

"That why you became an engineer?" Peter asked.

"Civil engineering," Uncle Ben corrected. "Urbana-Champaign. Class of 1986."

Peter's eyes filled with confusion. "How am I learning all of this just now?"

Uncle Ben took a drink of water. "You never asked. Besides, I figured your inner genius would've figured it all out."

"Well, in that case, can we learn more about Aunt May's dark and twisted history?" Peter suggested.

"I suggest you change the subject before you sleep in the doghouse tonight," Aunt May casually said.

Peter exchanged a humorous look with his uncle. "We don't have a dog."

Aunt May smiled to herself. "So, Peter, anything going on with school?"

"Well, I showed up to a meeting of biology club, but it wasn't really for me. Also, I quit the school paper."

"Why? You've always loved photography!" Uncle Ben pointed out.

"Got repetitive after a while. Too many rules," Peter admitted.

Aunt May sighed. "That great Nikon I got you for Christmas last year better not go to waste."

"I'm sure I could find some other use for it."

”Single file, everyone! And remember, no goofing around!" Mr. Raymond Warren warned as he stood outside the school bus, watching a section of the freshman class get out. "Any of you screw anything up, you're getting a date with detention this weekend."

"If we stay silent the entire trip, is that extra credit for bio?" Flash asked, getting off the bus.

"Nice try, Mr. Thompson. I hope you've started studying for the exam next week. Especially if you want to keep throwing a football," Mr. Warren chuckled, raising an eye at the jock.

A couple students started laughing, while Flash merely shrugged in response. Excited, Peter got off the bus to look at the Oscorp Tower in awe. At that point, a scientist exited the building.

"Good afternoon, Midtown! I'm Mendel Stromm, a genetic engineering scientist for Oscorp, and well, your tour guide for today. Welcome to Oscorp Industries, the leading and most advanced chemical manufacturing corporation in New York City," the scientist greeted.

"Thank you, Dr. Stromm," Mr. Warren said. "You told me this morning that Osborn wasn't going to be able to make it to today's trip, unfortunately."

"Norman had an urgent business meeting to run to. Kids, you probably know him as the founder and CEO of Oscorp. Norman Osborn graduated from Columbia University in 1978, and since founding Oscorp Industries with Otto Octavius in 1984, Oscorp has operated 122 major manufacturing and 24 research and development facilities worldwide. Oscorp's prime goal has always been to genetically enhance the human race to their highest capabilities to perform beyond expectations and prepare for any dangerous situations in the future," Mendel explained.

A well-dressed teen yawned. "So… in other words, steroids?"

The class burst out laughing, while Mr. Warren rolled his eyes.

"Ah, the mouth of Norman Osborn's son. Harry Osborn, please say hi," Mendel requested.

Harry shortly held his hand up. "S'up, people? I already go to school with you guys, so-"

"Moving on," Mendel interjected. "Let's go inside and show you all where the magic happens."

Mendel led Mr. Warren and the teenagers into the tower, where Peter instantly wanted to squeal. The lobby alone exhibited advanced technology and prototypes, ranging from holograms to advanced prosthetic designs. Scientists and staff surrounded the place, moving around.

"Here's the main lobby, but this isn't even anywhere near the best part. Allow me to take you all to the genetic testing room," Mendel continued.

Peter's stomach turned with massive excitement as he and his peers were led to a locked door. Mendel unlocked the door with his key card, and the class was led into the genetic testing room. The room was not only filled with bioengineering technology and biomedical samples, but there were full holograms and display screens depicting the various experiments involving a certain enhancer serum. What particularly caught Peter's attention was a glass tanked filled with a few spiders. Peter walked over to take a closer look, as did Liz and a few other students.

"The room pretty much speaks for itself. In pursuing his goal to genetically enhance the human race, Norman has authorized several tests and experiments on various species to perfect the enhancer drug, or as we like to call it, OZ. Kind of like what they did in World War II. The serum is showing tremendous progress, and Oscorp is currently in talks for a military contract. Our most successful experiment is also our most recent, as we mutated sixteen spiders with the OZ, creating a genetically modified breed of them," Mendel said.

"There's only fifteen," Liz observed.

A confused look spread across Mendel's face as he walked over to the tank. "Huh? That's odd. Maybe Otto took it away for further study."

"Keep an eye out for it in case, guys," Mr. Warren instructed.

"Thank you, Mr. Warren," Mendel responded as he turned around. "Alright, on to the-"

"Ow!" Peter hissed as a spider bit his hand, before jumping off.

Mr. Warren turned to Peter. "Mr. Parker, are you alright?"

"Y-yeah," Peter lied, turning around to see the spider crawling away. "Actually, on second thought, I have a headache."

Peter clenched his head, which really was starting to hurt. Harry turned to him, asking, "You all good?"

"Not really," Peter groaned.

"Mr. Osborn, do you want to help Peter get some air outside?" Mr. Warren asked. "You have your own key card to get both of you back in later."

"Sure, sir," Harry agreed as he grabbed Peter's shoulder. "Come with me, buddy."

Peter put his arm around Harry as the latter helped him outside, which proved to be a challenge. Once they were out of the building, Peter stumbled over to a bench.

"Woah, woah, what happened?" Harry asked, sitting next to Peter.

Embarrassed, Peter lied. "Uhh, n-not sure. I was literally just minding my own business, and then, it's like my head is burning. Then, my chest felt like it was gonna explode, a-and-"

Covering his mouth, Peter ran over to the trash can and puked.

"Shit," Harry sighed. "If you want, I can go tell Mr. Warren to call you a ride back to school. Nurse will definitely send you home for the day."

"No, no, I'm good!" Peter quickly exclaimed. "Thanks, but I'm good."

"Is 'good' the keyword for wanting to go back inside and fanboy over the science stuff?"

"Pretty much."

"I get you. I've never really been into that stuff, but it's cool that you're so into it."

Peter sat back on the bench. "Why else would I be the class nerd?"

"Hey, no self-demeaning allowed," Harry warned. "Believe me, if I had your brain, my dad wouldn't be on my ass as much."

"Oh, uh, thanks! I've actually always wanted to meet your dad and Dr. Octavius," Peter admitted. "What your dad's trying to do with the human race is amazing. And as for Octavius, his work on-"

"I'm gonna stop you right there," Harry interrupted. "Believe me when I say my dad's the biggest hardass you'll ever meet."

"Well, damn."

"Yep."

Peter got up. "I think I'm ready to go back in now."

"You sure? You legit just puked."

"I'm feeling better. Honest."

Harry got up. "Alright. Before we do, though, I assume this is the awkward part where we officially introduce each other. I'm Harry Osborn, as Mendel stressed."

“Thanks, Har.”

"May, Ben, I'm home!" Peter called as he walked into the house.

Uncle Ben was on his laptop. "Hey, sport, how was the field trip? Your aunt's out getting groceries."

"Oh, it was pretty cool! Yeah, they had a lot of interesting bio things, some cool stuff involving the human race, steroids or something," Peter blurted out.

Uncle Ben had a confused look on. "Huh?"

"You kn-know, I'm gonna go upstairs to take a nap. I'm tired!" Peter yawned as he went upstairs.

"You okay, Peter?"

"Never better!"

Peter walked into his bedroom, closing the door. Dropping his backpack and glasses on the floor, Peter fell on his bed. He looked at the red mark on his hand, groaning.

"Freakin' spider," Peter sighed as he held on to his pillow.

As Peter started to get drowsier, his vision started to fade. Soon, everything turned black.

"Peter, get up!"

Peter woke up, quickly hitting his alarm clock, smashing it to pieces.

"Shit!" Peter exclaimed, looking at the fragments and taking out his phone to check the time, which was 8:02. "I was asleep for fourteen hours?!"

"Peter!" Aunt May called out.

"Yeah, I'll be down soon, Aunt May!" Peter yelled as he got up.

Peter picked up his glasses and put them on, only for his vision to turn blurry.

"Huh?"

Peter took them off, and realized that his vision was legitimately perfect.

"Strange," Peter muttered as he took off his shirt to change. "Wh-what the?"

Looking at his mirror, Peter saw that his former scrawny exterior was now a muscular physique that rivalled some of the best jocks at Midtown. A knocking was then heard at the door.

"Peter! Get down before May throws out your blueberry pancakes!" Uncle Ben humorously warned from outside the door.

"Be there soon," Peter replied, flexing in front of the mirror. "Where the hell did this come from?"

After a minute of more self-admiration, Peter changed his clothes and threw on his backpack. Coming down quickly, Peter got to the kitchen and started devouring his pancakes instantly, much to his uncle's amusement.

"Well, someone's hungry," Uncle Ben observed. "Wait, how did you get so… jacked?"

Peter finished his first two pancakes. "Not sure, but I'm feeling good!"

Aunt May's mouth dropped as she noticed Peter's new physique. "Pete, when did you start working out? How'd you get like that overnight? And why aren't you wearing your glasses?"

"Honestly, I feel more than good. I'm great!" Peter excitedly replied, finishing his pancakes and washing it all down with a glass of orange juice. "I'm heading to school."

Peter got up and kissed his bemused aunt on the cheek, walking out of the house.

"I can't tell whether to be extremely excited or extremely concerned," Uncle Ben commented. "I told you he was acting weird when he got home yesterday."

"And I wanted to let him sleep, and look how that turned out," Aunt May started. "Let's think about it. His hyperactivity and confusion, his new abs, you don't think-"

"No, I doubt he's doing drugs or even taking steroids," Uncle Ben insisted. "We raised him to be much better than that. And I trust our boy."

"But can you blame me for being skeptical?"

"Not at all. But deep down, I think we both know Peter wouldn't do something like that."

In a packed subway train, Peter was sitting down, skimming through his phone. Specifically, he was reading more about Oscorp and their work on enhancing the human race with OZ. Years of hard work, several failed experiments, a lot of money, and genetically modified spiders?

Peter recalled Mendel's words in his head. Our most successful experiment is also our most recent, as we mutated sixteen spiders with the OZ, creating a genetically modified breed of them.

"Sick," Peter said to himself as his stop came.

Peter got up and left the train, walking out of the subway station, and onto the street leading up to school. Once he got to the building, something started ringing in Peter's head. It was alerting him… specifically to a basketball accidentally thrown his way.

"Woah!" Peter yelled as he quickly grabbed the basketball with one hand.

"Dude, sick catch!" a student praised, running over.

"Oh, uh, thanks!" Peter said, handing the student the ball back.

It took a few seconds, but the student managed to pry the ball off of Peter's sticky hand.

"You alright?" the student asked.

"Yeah."

The student took the ball and ran back to the basketball court with his friends. At that point, the five-minute warning bell started going off, prompting most of the students to head inside. Overwhelmed, Peter sat on one of the tables to think. First, his broken alarm clock. Then, his new jacked physique. Now, he could sense things coming?

"Goddamn it!" Peter swore as he realized that his fourteen hour nap had prevented him from finishing his homework.

In frustration, he slammed his fist on the table, breaking off a part of it. His eyes widening, Peter got up, while a few students watched in shock. Shaking his head, Peter ran away from the school. He ran the fastest he ever had, making it to a nearby alley in less than two minutes.

"Strength, reflexes, and now, speed?" Peter repeated as he typed that on the notes on his phone.

Once he was done typing, Peter looked up at the wall. He then proceeded to look at his hand, as microscopic barbs started forming on it. Slowly, Peter put his hand on the wall. He put his other one on, and kept moving up. He continued climbing, and once he got to the top, he looked down in utter shock. Peter crawled onto the roof, and grabbed a steel vent pipe, crushing it easily. He looked around, before deciding to celebrate.

"WOOOOO HOOOOOO!"

Peter ran and jumped off the building, landing on another one. Screaming in joy, Peter ran and jumped onto another building. He then jumped onto another one, doing a forward roll this time. He jumped and landed on the next building with more force, plunging his fist into the roof, cracking it. Looking down at Queens from the building, Peter sat from the edge of the roof.

"This is something else."

The next day, before school started, Peter was on his laptop in the school library. Watching and admiring parkour videos on YouTube, Peter smirked.

"What's up, man?"

Peter turned around, seeing Harry walking over. "Oh. Hey, Harry."

"What are you up to?"

"Well, I was watching parkour, but I forgot about that history quiz I have later," Peter quickly explained.

Harry chuckled and sat next to Peter. "Like you have to worry about that. How are you feeling, by the way?"

"Better, thanks. Much better, honestly."

"It still makes me wonder what happened to you in there that made you so sick," Harry wondered. "Mendel was wondering about it yesterday. I just told him a kid got sick, simple as that."

"You're not wrong.”

Harry took out his algebra textbook. "Speaking of sick, I'm literally gonna puke. Algebra can kiss my ass."

"What level are you in?" Peter asked.

"Honors. I don't know what I was thinking, other than appeasing my dad."

"Hey, the fact that you got in that level in the first place just shows how smart you are. Be proud," Peter encouraged.

"Thanks. I really have to ask, but is there a single class you struggle in?" Harry asked, genuinely curious.

"I mean, English can get really boring at times. Don't even get me started on home ec-"

Harry raised an eyebrow. "Home ec?"

"My aunt encouraged it. Thought it'd be a new experience."

"Ah."

"You have a favorite class?" Peter asked.

"The only one I even give a shit about is French," Harry said. "As for least favorite, bio's kicking my ass at the moment. And I already mentioned how much I hate math."

"No, you didn't," Peter sarcastically responded.

"Well, it gets worse," Harry admitted. "My algebra teacher literally hates me."

"I'm sure that's not true."

"No, literally. He actually had my dad as a student back in the 70s, and they hated each other."

Peter cringed. "Seriously?"

"Yep. I swear, he gives me the evil eye every time we make eye contact. He also has an attitude whenever I ask him a question."

"Sounds rough."

"Oh, it sucks."

The five-minute warning bell rang, and a majority of the students in the library started packing their things to head to class.

"What's your first class?" Harry asked.

Peter started packing his laptop. "Spanish. What about you?"

"English, but I had my dad call me out. I really need that time to study for my algebra test second period," Harry sighed.

"Look, if you ever need help on algebra or anything, just hit me up," Peter offered.

"I might take you up on that. What math are you in?"

Peter put his backpack on. "Honors geometry."

"Shocker."

"I mean, it's nothing special. It's my last class of the day, yet I still look forward to it."

"Why?"

Peter smiled. "Two words."

"Gwen Stacy?" Mr. Grant Johnson called to the girl raising her hand.

"The number of diagonals is 54, and the sum of the interior angles is 1854."

"Shocker, it's correct!" Mr. Johnson jokingly confirmed, writing the answer on the board.

Peter continuously stared at Gwen Stacy from across the other room. Her long wavy blonde hair, blue eyes, thick orange glasses, it was all beautiful.

"Peter?"

Peter looked up at Mr. Johnson. "Yeah?"

"Can you find the x of this equation?"

"Yeah, it'd be 87.5," Peter quickly answered.

"Right as always, Peter," Mr. Johnson commented, writing the answer on the board.

Peter looked at Gwen, and the two actually made brief eye contact before Gwen's eyes turned away. Peter turned his eyes back to his notes, and Gwen smiled a little to herself.

"Alright, class, now what would 17.-"

The bell started ringing, and everyone started packing their things.

"Guess I lost track of time. Remember, the homework is pages 114-117 in the textbook, and to study for the exam next week!" Mr. Johnson said before going back to his desk.

Peter was among the first to leave the classroom, walking over to the lockers, pretending to be on his phone. Once Gwen walked out the door, Peter watched her walk away. He sighed in sadness, and proceeded to pull up nstagram page, which he hadn't followed yet. As usual, he started stalking it.

"Alright, people. You all have a choice of either basketball, soccer, or just exercising and doing your own thing. One, two, three, go!" Coach Andre Wilson yelled in gym class that day, quickly clapping his hands.

Peter went over to join the students playing basketball, wanting to test his skills further.

"Great, someone call an ambulance!" Flash remarked. "This dude's gonna get pummeled in three minutes."

Flash's best friend Kenny Kong laughed. "Yeah, Parker, go and do some exercise with the ladies!"

Peter mockingly put on a conflicted face for a few seconds before shaking his head. "Nah, I'm staying here."

Flash shrugged. "Your funeral, dork."

The teams were made, with Peter unsurprisingly being on the opposing one as Flash and Kong. The game started, and Peter ran over and easily grabbed the ball. In two seconds, he leaped with grace and threw the ball in the net, instantly shocking everyone.

"Holy shit, nice!" one of Peter's teammates exclaimed, high fiving him.

"Dude, what's he on?" Kong asked a shocked Flash.

Peter proceeded to throw another ball in the basket, and it became an ongoing pattern of him easily taking the ball and making baskets. His sticky hand certainly came in handy.

"Sorry, bro!" Peter apologized as he lept over someone from the opposing team, taking the ball from him in the process.

He made another basket, causing his team to cheer. Kong managed to run and grab the ball, dribbling it towards the other basket. Peter easily caught up, getting in front of him.

"Don't they call you King Kong? Man, live up to your name!" Peter trolled as he grabbed the ball from Kong.

Peter ran with the ball over to the other basket, where Flash tried to ambush him. Flash managed to grab the ball, but struggled to pry it off of Peter's sticky hand. Smacking Flash aside with his shoulder, Peter ran and threw the ball in.

"Shit!" Flash yelled as he hit the ground.

"Oh, dude! Ouch!" Kong commented, running over.

Coach Wilson ran over. "Thompson! You okay?"

"Yeah, I'm fine," Flash muttered as Kong helped him up. "It was Parker's fault, though."

Peter held up his hands. "Total accident."

"Say, Parker, it looks like you've been really holding out on us! I haven't seen anyone play like that in years!" Coach Wilson complimented.

"Oh, thanks, coach!" Peter replied, intentionally stretching.

"Yo, coach!" Rand Robertson called out, walking over with crutches and a cast on his leg. "I think we've found my replacement for the Halloween game!

"You read my mind!" Coach Wilson exclaimed. "How 'bout it, Peter? I know it's a bit last minute, but you were amazing! We're going against Lincoln on Friday, and they're not exactly known to be easy. As you can see, Rand got a pretty nasty injury, and we could really use another linebacker."

"Yeah, that was awesome, Pete!" Liz praised as she walked over with her best friend, fellow cheerleader, and Rand's girlfriend Sally Avril.

"Whoa, whoa, football is not the same as basketball!" Flash protested. "It was probably just dumb luck or some shit like that!"

"But you gotta admit his reflexes and throws are impressive. His speed alone is a huge advantage. Also, I'll be the first to say it, but when'd you get so jacked?" Kong observed.

"Yeah, when did you start working out, Parker?" Coach Wilson asked, with Liz, Sally, and Rand looking shocked as well. Flash rolled his eyes.

"Honestly, Pete, you really should do sports more!" Sally suggested.

Peter chuckled as he rubbed his head. "Maybe I will!"

Coach Wilson turned to Peter. "So it's settled? You'll take Rand's place for the game?"

Peter looked at Liz, Rand, and Sally's hopeful looks. He turned to see Flash's annoyed expression, as well as Kong's visible interest.

"Sure. Why not?"

"Awesome! Come to practice after school and show us what else you got!" Coach Wilson instructed before walking away.

Flash groaned and walked away, while Kong put his hand on Peter's shoulder. "Welcome to the team, brother!"

Peter had an amused expression on his face. "Sorry, weren't you just shitting on me about ten minutes ago?"

"Well, that was before I realized you could help us beat Lincoln's ass!" Kong justified.

"Make me proud, brother," Rand requested, holding out his fist.

Peter returned the fist bump. "Will do!"

"This place never gets old," Peter admitted with a mouthful of chicken fried rice.

Uncle Ben had taken Peter and Aunt May to the most popular Chinese restaurant in downtown Queens. Empire Tianlong definitely had a reputation, if Yelp's 4.8 star rating wasn't already an indicator of that.

"I swear, we've been taking you here since you were five," Aunt May said. "I still remember you falling in love with the egg rolls even then."

"Loved them then and love them now," Peter declared, grabbing an egg roll. "Don't get me started on how crazy Uncle Ben gets over the mongolian beef."

"Well, you can't blame me," Uncle Ben responded. "Pass me the sweet-and-sour chicken, please."

Peter complied. "So, I have big news for both of you."

"You got kicked out of the honor roll for drugs?" Uncle Ben joked.

Aunt May laughed, and Peter chuckled. "Not yet, still working on that! But this Friday, I'm gonna be playing for the football team!"

Aunt May's jaw dropped while Uncle Ben had an amused expression on his face.

"You both heard that correctly."

"Don't take this the wrong way, but football?" Uncle Ben asked.

"Yeah! Coach saw me in class today and he wants me to take over for some injured kid on the team!"

"Whoa, whoa, slow down, buddy," Uncle Ben started.

"After school, I went to practice. After only a couple minutes, they took me in."

"Well, I don't know what to say!" Aunt May exclaimed. "Except 'wow.'"

"Isn't this gonna be great? For once, I actually get to impress people! Nerdy loser Peter Parker becomes the football savior!" Peter excitedly blurted out. "I could probably show Flash up, get the girls from him."

"Pete, don't get me wrong, I'm excited. But, are you really doing this just to impress the cheerleaders and look like an athlete?" Aunt May asked.

"I mean, of course. But, the new experience would also be cool. All I've been doing at these games is taking pictures for the school paper and interviewing some of the players and the coach. I'll never forget how braggy Flash got in one edition," Peter sighed.

"That's a fair point. Just make sure not to drown in any huge attention you gain," Aunt May warned.

"I got to agree. We'll be there at the game, Peter," Uncle Ben promised. "Just make sure not to lose sight of who you actually are."

"Will do."

"You said the game is this Friday? That's Halloween! Who's gonna stay home and pass out the candy?" Aunt May worried.

"Who says anyone has to?" Uncle Ben started. "All we have to do is leave a bag of candy outside and-"

"And the first few kids will practically take the whole bag," Aunt May interrupted. "Look, maybe one of us can-"

"Hell no, you're both gonna be there. It's my football debut! Please!" Peter pleaded.

Aunt May sighed. "Fine."

At that point, owner Richard Zhao walked over, smiling at the three. "If it isn't my favorite customers! How are you guys doing?"

"We're great, Richard! Thanks for asking," Uncle Ben responded with a smile.

"Yeah, this food always gets better and better," Aunt May admitted.

"Oh, thank you so much! I'm in my seventies and it's great to know I still have it!" Richard exclaimed. "Peter, you've gotten much bigger! How's high school?"

"It's alright! Nothing special," Peter said.

"I felt the same way when I was your age. But believe me, it gets far more exciting later on. I still remember serving your aunt and uncle when they were in high school," Richard reminisced.

Peter shot a shocked look at his aunt and uncle. "I never knew you guys came here for this long."

"Indeed, they have! Anyway, I'm gonna let you folks enjoy your meal! Thanks again for coming!"

"Alright, thank you!" Uncle Ben thanked with a wave.

"What he said!" Aunt May followed.

"Okay, you guys have always either made excuses or refused to say anything whenever I ask about your past or how you met," Peter pointed out. "Can I finally hear the story?"

"Peter-" Aunt May started.

"Please! If you don't tell me, I'm not gonna stop bugging you guys about it!"

"At this point, why not?" Uncle Ben agreed. "As you know, I was quite a nerd in high school. I still had a good amount of friends, and luckily, I didn't get picked on that much. I remember knocking some punk's teeth out for telling me my Aerosmith shirt made me look like a dumbass. It's safe to say that freshman and sophomore year were quite boring."

"And?" Peter prodded.

"And junior year was when I started staring at May Reilly all the time. May, you want to interject and tell Pete your dark and twisted history?"

Aunt May chuckled. "Okay. I was a year above Ben, and I barely knew who he was. I used to be a huge bookworm, but senior year, I joined the cheer team and started smoking pot with them. All I did after that was hang out with the football team, skipping classes a lot. Midtown was much different back then, and all we did was challenge authority. Does Mr. Bromwell still teach there?"

"Yeah. History, right?" Peter asked.

"Yep. If you want, ask him about the 1980 red pen incident. That was all my fault. Anyways, I grew interested in this one guy who was involved in criminal activities, specifically robbery and assault. I didn't care, and I started seeing him. Stupid May didn't realize that the guy was a bad influence, and eventually, he ended up accidentally killing someone at an armed robbery. Ben witnessed the whole thing happen, and ran over to my house to warn me."

Aunt May stopped before sniffling a little, wiping away a tear.

"May, are you okay? Do you need to stop?" Peter asked in concern.

"No, it's alright. Anyway, the guy tried breaking in, and Ben ran outside and took him out. He held me until the cops arrived, and spent the night. Since then, we've stuck together, as you can clearly see," Aunt May explained. "It all seems like it was yesterday."

"Gee, Uncle Ben. Never knew you could kick ass," Peter joked. "Jokes aside, this is all really touching to hear. Interesting as well."

"Thank you. And if you ever worry about a potential long distance relationship, don't. You already know that Ben went to UIUC, but I stayed in New York to study marketing at Hofstra," Aunt May continued. "We got through it, even if there were a few bumps in the road every now and then. Then again, when are there not? Look where we are today! We're raising you, we're making good money, and-"

"Uhh, yeah, there's something I have to talk to you guys about," Uncle Ben interjected. "You're both probably wondering why I brought you here."

"To have amazing Chinese food?" Peter guessed.

"Well… yes. But, I figured it'd be easier for you both to take the news when you have fried rice and chow mein noodles stuffed in your mouths."

Concern started going through Aunt May's eyes. "Ben, what's going on?"

"I… I… our manager told us the other day that there's been a lot of budget cuts and a significant loss of business with the company. They couldn't afford to keep me and a dozen other guys on the payroll anymore."

Peter's jaw dropped while Aunt May covered her mouth in disbelief.

"I'm sorry, guys."

"Don't be, Ben. You were one of their best guys! Their loss," Aunt May assured.

"Agreed. That's a bunch of bullshit right there," Peter muttered.

Aunt May raised an eyebrow. "Language, Peter."

"It's fine, May. I'm upset about this as much as you guys are. But I promise we're gonna be fine," Uncle Ben swore. "I just need to find another job soon."

"Should I go back to work? It's been several years, but I think I still got it," Aunt May pondered.

"For now, no. I'm gonna look online more. There should be some good openings," Uncle Ben replied.

"I mean, I should try and get a job. I know I'm fifteen, but there's got to be a handful of stuff I can do," Peter suggested.

Uncle Ben shook his head. "Don't worry about it, sport. We're gonna be okay. Speaking of sports, you better not disappoint us at the game this Friday."

"Oh, I think I'll do okay."

"PETER! PETER! PETER!"

The bleachers were stacked with students and faculty, with the majority of them dressed in Halloween costumes. In the front row of the family section, Aunt May and Uncle Ben were cheering their nephew on, along with most of the crowd. The scoreboard currently displayed a score of 78 for Midtown in comparison to Lincoln's mere 9. In his green-and-gold uniform, Peter couldn't stop beaming as he ran with the football, charging to the opposite end zone. Four Lincoln players chased him to no avail.

"PETER! PETER! PETER! PETER! PETER!"

Peter jumped onto the end zone, landing on his stomach, as the crowd erupted, going absolutely wild.

"PETER PARKER SCORES HIS FOURTH TOUCHDOWN, WINNING THE GAME FOR MIDTOWN SCIENCE HIGH SCHOOL 84-9! GO MIDTOWN MUSTANGS!" the announcer excitedly yelled over his microphone.

Everyone was cheering and clapping, and the Midtown players started running over to tackle Peter, yelling and embracing him in joy.

"Holy shit, Parker! You did it!" Kong shouted in joy, lifting Peter up with his fellow players.

"Fucking killed it, dude!"

"Such a beast, Peter!"

"Hell yeah!"

"I'll admit, Parker. You really made us look good," Flash admitted. "Great job, dude."

"Thanks a lot, guys!" Peter yelled as he was carried off the field by the other players.

Rand came over with the cheerleaders. "You didn't disappoint me, bro! Amazing job out there!"

"Pete, you were amazing!" Liz exclaimed. "We're all going out for pizza after this, you want to come?"

"Hell yeah!" Peter called out, spotting his aunt and uncle proudly walking towards the football players. "Hey, guys, can you let me down quickly? My folks are here!"

The players happily complied, and Peter ran over to hug his aunt and uncle. "What'd you guys think?"

"What'd we think? Peter, your aunt kept hollering 'That's my nephew!' every time you made a touchdown!" Uncle Ben stressed. "You did amazing!"

"Seriously, Peter! You really blew us away!" Aunt May delightfully said. "We're so proud of you!"

Peter took his helmet off. "Thanks, guys! Means a lot! Look, the team wants to go out and get pizza. Is it cool if I go?"

Uncle Ben nodded. "Absolutely. Have fun, Peter."

"Don't do anything stupid!" Aunt May warned.

Peter laughed and waved, heading back to the football players and cheerleaders.

A half hour later, Peter, Flash, Liz, Rand, Kong, Sally, and a few other football players and cheerleaders were at a Pizza Hut, laughing and celebrating.

"Parker, I can't believe I'm saying this again, but I'm really impressed," Flash praised.

"Seriously? Thanks, dude," Peter chuckled, reaching for another slice of pizza. "Didn't know I had it in me."

"Dude, after gym class, that's when I knew you were holding out on us," Rand said. "Great job, dude."

"Yeah, seriously, you winning for us isn't something the school's gonna forget for a while," Kong promised, patting Peter on the back.

Liz held out her glass. "To Peter, everyone!"

Peter blushed while everyone else held out their glasses. Peter did so as well, and everyone except him chanted, "To Peter!"

"Thanks a lot, guys! I never could've guessed all of this would've happened," Peter stressed. "Someone's gotta pinch me."

The table laughed.

"You know, Pete, this actually just reminded me of when you asked me out in the eighth grade!" Sally said.

"Hoo hoo, Parker's trying to steal my girl!" Rand joked.

Everyone started laughing, while Peter blushed, chuckling to himself a little.

"Damn, Pete, you had guts," Liz admitted.

"Yeah, well, look at you now, Pete! You legit had the coolest turnaround," Sally laughed.

Peter put down his slice. "Oh, thanks!"

Flash looked over Peter's muscular physique. "Dude, you have to tell us what your workout routine is. You got ripped as hell."

"Where do you go, dude?" Kong asked.

Peter shrugged as a look of pride went through his eyes. "I just started eating well, including all the green vegetables. Worked out everyday, all that cardio and chest stuff."

"Well, if any of us did that everyday, I still doubt we'd even be able to take on Crusher Hogan," Flash hypothesized.

"Dude, did you see what he did to that guy's legs last week?" one of the other football players asked.

"Tell us unless you literally want to scar us for life," another football player responded.

"My older brother told me about him. Jesus, the guy's never even lost a match," one of the cheerleaders mentioned.

"Who-who's Crusher Hogan?" Peter asked.

"Oh, dude, he's the best underground cage fighter in New York! He's literally been fighting for over a decade! Barely anyone's ever gotten a hit on him!" Kong raved.

"Yeah, they're offering five thousand dollars to whoever can last even five minutes with him in the ring!" Flash exclaimed. "I've been there a couple times, and it's always the most brutal thing ever."

"Then what's the point of all that? No one's ever gonna beat him," Liz said.

Peter smirked as he sprinkled crushed peppers on his pizza, with an obvious idea flowing through his head.

Chapter Text

"Not bad. Not bad at all," Peter said as he admired himself in his makeshift costume through the mirror. It consisted of a red hoodie, blue pants, a red mask, black sunglasses, and red sneakers.

"Peter! Supper's ready!" Aunt May called from downstairs.

"Hold on!" Peter called back.

Peter quickly took the costume off and stuffed it in his backpack. He headed downstairs to see Aunt May taking a meatloaf out of the oven, and Uncle Ben sitting at the table, looking on his laptop.

"Hey, sorry, guys, but I promised a new friend that I'd help him with bio at the library," Peter lied. "I'm gonna head over right now."

"Seriously? You're not gonna eat?" Aunt May asked.

"I'll have some leftovers later. I'll be back at 8:30!" Peter promised.

"Stay safe, kid!" Uncle Ben instructed.

"Will do! Quick random question, though. My friend Harry. He's a huge fan of wrestling and fighting. Any of you guys know anything?" Peter asked.

"I never told you this, but I was quite the wrestler in my freshman and sophomore years of high school," Uncle Ben revealed. "I was captain of the team."

"Jesus, how much more do I need to learn about you?" Peter chuckled.

"Well, good thing I haven't seen that dreadful suit of yours in years," Aunt May said.

"You got a suit?!" Peter exclaimed in hope.

"Hey, that thing has a lot of memories. Anyone in this family touches it, they're a dead man," Uncle Ben said with a mix of goofiness and seriousness.

Peter heavily sighed, clutching his backpack. "Wouldn't dream of it."

"Oh God! Shit!" the famous Bone Mutilator yelled as Crusher Hogan pinned him against the cage.

"Couldn't last thirty seconds, huh, sweetie?" Crusher Hogan taunted as he threw Bone Mutilator to the ground, effortlessly placing his foot on Bone's chest.

"I-I give up! Please! Let me out!" Bone Mutilator screamed.

Crusher Hogan scoffed and compiled, and the cage was opened up. The audience cheered and went wild over their hero. Paramedics arrived to take Bone Mutilator away.

"HOGAN! HOGAN! HOGAN!"

"Ladies and gentleman, Crusher Hogan beats the Skull Mutilator after twenty-seven seconds!" the cage fight announcer yelled in his microphone. "Our champion remains undefeated! Who's man enough to get destroyed by, I mean, take on Hogan next?!"

A majority of the audience started booing, and the announcer turned around to see a young new challenger jump on the ring.

"Whoa, whoa, you can't just jump in here like that!" the announcer protested, walking over.

"Afraid I just did!" Peter responded, facing Crusher Hogan.

"What the hell's that cheap little get-up you got going on? Kid, you might as well head out. Mommy might want to change your diaper!" Crusher Hogan mockingly suggested.

"I could say the same about you, Hogan! Your husband's probably waiting to make you dinner!" Peter retaliated.

The audience blew up at the response, laughing and ooh'ing. Furious, Crusher Hogan threw a fist, only for Peter to duck and throw a punch at Hogan's chest, causing him to stumble on his feet a little. Peter next threw a kick at Hogan's stomach, knocking him back a bit.

"Could this be? Has someone landed two good hits on our champion? Talk about a challenge!" the announcer rambled. "Shut the cage, guys!"

The cage proceeded to close down on the ring, encasing the two fighters.

"You've made a huge mistake, kid," Crusher Hogan declared as he charged at Peter. "Prepare for the ass beating of a lifetime!"

"No thanks!" Peter declined as he jumped over Crusher Hogan, causing the latter to hit the cage wall.

Peter then took Crusher Hogan and slammed him on the ground, throwing a few punches at his face, which Hogan blocked. Crusher Hogan kicked Peter off, and grabbed his leg. Hogan started slamming Peter repeatedly on the ground, though Peter kicked himself off of Hogan's chest. Crusher Hogan threw three punches, as Peter ducked under the first two and jumped over the third.

"You're really starting to annoy me," Peter admitted as he swept Crusher Hogan's feet, knocking him to the ground.

Crusher Hogan got up and dodged Peter's punch, proceeding to kick him in the chest, knocking him back. Raging, Hogan charged at Peter.

"I don't think so!" Peter declared, grabbing Hogan and slamming him against the cage wall.

Hogan punched Peter twice in the face, breaking his grasp. Hogan threw another punch, only for Peter to jump to the top of the wall, sticking to it.

"The hell are you doing up there?! Get down, chicken!" Crusher Hogan demanded.

Peter smirked underneath his mask. "If you insist."

Peter jumped down on Crusher Hogan, wrapping his legs around his face. In that pose, Peter managed to get Hogan to fall to the ground. Getting off of Hogan, Peter looked at the famous wrestler, struggling to get up. Chuckling, Peter pulled Crusher Hogan up, throwing three punches at the chest, and one to the face, knocking him down for good. Hogan reached out his arm for three seconds before completely giving up. The referee ran over to the fallen wrestler.

"One! Two! Three!" the referee counted as he pounded the ground. "It's done!"

"WINNER!" the announcer roared as the audience erupted in cheering and claps, with the referee holding up Peter's arm.

The cage opened up, and the announcer ran up to Peter. Paramedics arrived to take Crusher Hogan away.

"Everyone, our champion has finally been defeated after twelve years of an undefeated cage fighting streak!" the announcer exclaimed. "Give it up for our new champion, the…"

The announcer put the microphone down and turned to Peter. "You got a name, kid?"

"The Human Spider."

"Give it up for the terrifying… the amazing HUMAN SPIDER!" the announcer yelled, holding Peter's arm up.

"HUMAN SPIDER! HUMAN SPIDER! HUMAN SPIDER!"

In the promoter's office, Peter excitedly waited for his money, smiling underneath his mask. At his desk, the promoter begrudgingly took out two hundred dollars, before admiring the rest of his money.

"Now skedaddle," the promoter rudely said.

Confusion went through Peter's head. "Two hundred? The ad said five thousand!"

The promoter scoffed. "Five thousand for whoever lasted five minutes with Hogan! You took him down in around forty seconds! Not just that, but I heard you just jumped in without permission! So you get two hundred, end of discussion!"

"That's not fair!"

"Fair? Jesus, you kids are so entitled! I also heard that you stuck to the cage wall! If you ask me, that's cheating!"

"I earned that money!" Peter protested.

"Not my problem!"

Scoffing, Peter furiously grabbed the two hundred dollars and headed out, slamming the door shut. A few seconds later, a man walked in, throwing a bag at the promoter.

"What the hell are you-" the promoter started before a gun was drawn on him.

"Shut up. Money in the bag, now!" the burglar instructed.

Outside, Peter had just opened the elevator before hearing yells in the office. The burglar burst out of the office with his gun and bag of money, sprinting towards the elevator. The promoter ran out, and a cop started making pursuit.

"Stop him! Kid, knock him out!" the promoter yelled as he chased the burglar.

Hatred boiled through Peter as he simply stepped aside and allowed the burglar to run past him and into the elevator.

"Thanks!" the burglar thanked as the elevator door closed.

"Goddamn it!" the cop yelled as he ran down the stairs, hoping to make chase.

The promoter turned to Peter in anger. "The hell's wrong with you? You could've taken him out! Now he's gonna get away with all my cash!"

"Not my problem," Peter coldly responded, walking away.

In disbelief, the promoter walked back to his office.

Opening the door, Peter walked into the dark house, throwing his backpack down. He turned the lights on, only to see the unpleasant sight of Aunt May and Uncle Ben sitting in the living room. To say they looked unhappy would be an understatement.

"Where have you been?!" Uncle Ben asked. "Do you know what time it is, Peter?"

Peter's heart started racing. "Uhhhh…"

"It's 10:50!" Aunt May exclaimed. "You've never been out that late!"

Peter checked his phone. "Sorry, guys. Must've lost track of time."

"You lost track of time? This has never been a problem for you! You said you were going to the library, but if I recall correctly, the library isn't open past nine!" Uncle Ben exclaimed.

"Where the hell were you, Peter?" Aunt May asked, her stern look turning deadlier. "Is this Harry friend of yours even real?"

Peter chuckled. "Language, Aunt May."

"Peter…"

"Bad time, sorry. I-I just went out for a walk after the library closed," Peter lied.

"You walked on your own for almost two hours? Peter, are you insane?!" Uncle Ben practically yelled. "Think about what could've happened to you!"

"Believe me, I'm fine. I could've handled it," Peter scoffed.

"When did you get so arrogant? I swear to God, that's gonna get you killed someday!" Aunt May worried.

"Guys, look, I know I came home really late, but-"

"But, you had us worrying all night!" Uncle Ben interjected. "How could you be so reckless, going out there on your own?! Especially with all the tragedy in the family? Your aunt and I wouldn't stop worrying! We almost called the police!"

"Well, I'm fine, aren't I?!" Peter responded, annoyed.

Uncle Ben sighed. "I know, but the bottom line is, you shouldn't have gone out like that on your own! You didn't even answer our texts! What the hell were you doing out this late?"

Peter rolled his eyes. "I already told you-"

"Peter, how gullible do you think we are? What were you doing? Meeting some drug dealer or something? Jesus, I should've known that-" Aunt May started.

"You seriously think that I'd be doing drugs? Me! Are you serious?!" Peter yelled.

"May, come on," Uncle Ben said. "I think we both know he wouldn't be doing this stuff."

"Then why is he all of a sudden playing football and hanging with the jocks? Now, he's going out late at night?! Peter, you have to tell us what's going on!" Aunt May exclaimed.

Peter rubbed his eyes. "It's too complicated."

"Pete, whatever it is, your aunt and I probably went through the same thing you did at your age," Uncle Ben insisted.

Peter shook his head. "No. Not exactly."

"Peter, listen to your uncle," Aunt May instructed.

Peter scoffed. "I don't have to listen to anything! A lot's been changing, and I don't know how to deal with it, okay?! Give me a goddamn break!"

"Peter, if you'll just let me talk!" Uncle Ben stressed. "You're a lot like your father. He was one of the most brilliant men alive, but it wasn't his brain that drove his actions. It was his heart. He wanted to do good with his research, which is why he never stopped trying to discover and create. He motivated me to push harder not just in my studies, but in life."

"Way to preach," Peter snarkily said.

Ignoring his nephew's comment, Uncle Ben continued. "Richard always believed that if you had the ability to do things better than others, then you had a moral obligation to do those things if it meant helping others! Putting others before yourself, figuring out what your place is in this world! Peter, he always told me that with great power, there must also come great responsibility."

Peter looked down at the ground, his eyes starting to water a little. "Wh-why isn't he here?"

"Peter?" Aunt May said in concern.

Peter looked up, a few tears going down his face. "You know, as far as guilt trips go, that was low!"

"Pete-" Uncle Ben started.

"Why'd that plane have to kill him and mom? Oh, so you could use them as a fucking weapon to try and teach me some bullshit about responsibility? Yeah, real mature of you! Thanks a lot! Well, why couldn't dad have just told me that himself?!"

"Son…" Uncle Ben said.

Peter looked his uncle dead in the eyes. "You are not my father, and you never will be."

Sadness crossed Uncle Ben's eyes as he looked at Peter in regret. Aunt May's jaw dropped. Peter even looked shocked for a few seconds.

Aunt May put her hands to her mouth, resisting the urge to cry. "Peter…"

Peter turned around, opened the door, and ran out. Aunt May walked over to Uncle Ben, who embraced her.

"Let him be alone for a little while," Aunt May suggested. "Hopefully, he'll be fine."

Uncle Ben sighed, holding his wife. "I-I don't know if…"

"You're a good man, Benjamin Parker."

It was around two in the morning, but Peter didn't care. Walking down the street, Peter looked down as he contemplated everything. How his anger over getting cheated out of his money made him lose track of time. His uncle's words. With great power, there must also come great responsibility?

"What happened?"

"Oh my God!"

"Did someone get hurt?"

Peter looked up to see sirens, specifically police cars heading towards the curb, where a crowd of people were surrounding something. More people were heading over. Curious, Peter started to head over.

"Shit, what happened?"

"I can't see!"

"People, step back!" NYPD Officer Jean DeWolff called out.

Peter made his way through the crowd, where he dreadfully spotted a familiar figure laying on the ground.

"UNCLE BEN!" Peter screamed, pushing his way past the people and being held back by DeWolff.

"Sir, I'm gonna need you to-" DeWolff started.

"That's my uncle!" Peter shouted, pushing her arms away and falling to his knees, grasping the bloody wound on his uncle's chest. "What happened?!"

"Guy stole his car and shot him. I'm really sorry, kid," DeWolff explained.

"U-Uncle Ben. Ben, I'm so sorry about all the things I said!" Peter rapidly apologized, tears going down his face.

Uncle Ben slowly took Peter's hand. "Yo-you're a good kid…"

"I'm here, Uncle Ben. And I love you," Peter assured, still sobbing.

"I-I…"

Uncle Ben's eyes closed forever, his hand still holding Peter's. Peter's crying increased as he planted his face in his hands. The civilians either looked sympathetic or were crying themselves.

"I'm extremely sorry, son," DeWolff said, putting her hand on Peter's shoulder.

Back at the house, Aunt May was sitting at the table with NYPD Captain George Stacy and two other cops.

"Right now, eyewitnesses state that they failed to get a clear look at your husband's killer's face. All they've said is that he moved too fast to be seen, and he took off with the car immediately afterward," George confirmed.

"We're clearly dealing with an expert here," one of the other cops observed.

"We're gonna bring your husband's killer to justice," the other cop promised.

Aunt May nodded, tears going down her face. "Thank you, officers."

The doorbell rang, and Aunt May got up to go get it. Opening the door, Aunt May saw Peter and Officer DeWolff at the entrance.

"Peter!" Aunt May exclaimed, hugging her nephew.

"Aunt May! I'm so sorry!" Peter apologized, still crying.

"Don't be. You didn't do anything wrong."

George got up from the table. "We should probably leave you guys alone for now. We'll contact you if there's any updates. I'm extremely sorry for your loss, ma'am."

Aunt May wiped away some tears. "Thank you."

The other two cops got up from the table and followed George to the door.

"Thanks for taking the kid home, Jean," George thanked as they started to leave.

"Always," DeWolff responded, being the last one to leave.

Once the cops were out the door, Aunt May walked over to the couch, sitting down and crying. Peter followed, collapsing on the couch. His head fell on Aunt May's belly, as she placed her hand on her nephew's hair.

"May… I-I…"

The two continued to cry and embrace together, knowing Uncle Ben was gone.

After a bit of traversing, he caught sight of a police car chase, recognizing his uncle's car in a heartbeat. With barely any thought, he leaped off the building and shot out a web, swinging across the street before leaping off and firing another web. This one allowed him to easily swing across the street without fear of hitting anything. With one massive leap, he flew through the air and landed on the hood of the car.

Rage filled his face as he punched through the windshield, startling the man behind the wheel. The man's face was covered by a ski mask, but from what little Spidey could make of his expression, it was clear they were terrified. Yanking the wheel, the man tried to throw Spidey off the hood. This constant swerving caused the man to crash into the gate of a nearby warehouse. Spider-Man quickly leaped off before collision and landed on the arch of the gate, seeing the killer pull himself out and run inside.

"Big place," Spider-Man noted. "He could lose the entire police force in there. But not me."

Inside the warehouse, the killer made his way through the building, looking around for anyone that might have followed him inside. Seeing nobody, he let out a sigh of relief. As he turned back around, he found himself face to face with an upside-down Spider-Man

"Going somewhere?" Spider-Man asked full of anger.

The man screamed and stumbled backward, grabbing his gun and aiming it at Spidey. Spider-Man easily dodges the shots as he lands on a wall.

"What do you want?!" The man demanded.

You stole the life of a good man tonight." Spider-Man snarled. "A good man with a loving family. And you did it for his lousy car!"

The man shot at him again, but Spider-Man just flipped off the wall and landed in front of him. He shot out a web that attached to the gun, allowing him to whip it out of his hands. The man turned to try and run, but Spider-Man leaped onto the wall and bounced off, landing right in front of him.

"Don't bother running," Spider-Man told him. "There's nowhere you can hide.

Spider-Man then grabbed him and threw him near a window.

"Hey, don't hurt me." the man pleaded. "Just give me a chance!"

"What about Ben Parker?!" Spider-Man shouted back. "Did you give him a chance?! Did you?!"

Spider-Man then picked him up and slammed him against the window. He then pulled off the man's mask to see his face, and what he saw shocked him to his core.

"No…" Spider-Man let out, shocked. "No, it can't be you!"

Spider-Man set him down and took a step back in the realization of who this was, and what he had done. The thief took a step back in fear, trying to keep his distance, but he accidentally tripped on a stray pipe and fell out the window. He would've fallen to the street if he hadn't grabbed onto the ledge in time. The crash snapped Spider-Man out of his shock. He went to the ledge, finding the thief dangling over a very deadly drop.

"Help me!" the thief begged. "I'll turn myself in! I promise! Just don't let me die!"

"I should." Spidey snarled. "Let you suffer the same fate you saw fit to inflict on Ben Parker!"

At that moment, the thief's grip slipped and he began falling. He didn't get far before a web line shot out and grabbed him by the arm, leaving him dangling in the air.

"But he wouldn't approve." Spider-Man declared.

He then took off into the night, leaving the thief to be apprehended by the police.

Chapter Text

"Man, we scored big time!" cheered a thug, as he ran with his partner in crime from a store. The criminals pillaged a store of all the cash from the register, and were about to make a completely clean getaway.

"Yeah but let's get back to the hideout, so we can split the take," said the second thug, but a figure dropped down from right in front of them. The criminals stiffened, at the noise.

"Or you can just split to jail," said Spider-Man. He swung down in front of them, causing the thugs to look scared.

"Spider-Man?" gasped one of the thugs, finally finding his voice.

"I thought he was a myth," responded the second thug.

"Oh, I'm real, very real," said Spider-Man. "And you, my thieving friends, are in real trouble."

"And you, Spider-Man are real dead," said one of the thugs, as he moved forward, pulling out a switch blade but Spider-Man dodged the attack.

"Really now, didn't your mother tell you not to play with knives?" asked Spider-Man as ripped the knife from the thief's hand with a strand of webbing from his web shooters. The thief went for Spider-Man with his bare hands but he slid underneath the attack, before a kick to the back, knocked him off guard. The thief was spun around and wrapped against a light post with webbing.

"Man, I'm out of here!" shouted the second thief running, dropping his money in the panic. He turned around, scrambling to pick up his money but Spider-Man was on the job. The thief found his hands stuck to the ground with the webbing. He tried to move but his hands were completely stuck to the ground.

'The police can take it from here,' thought Spider-Man as he heard the sirens. The two thieves were webbed up and they found movement to be nearly difficult.

Swinging away to an alley way to change, Peter thought about the last couple of weeks, his life had been like a roller coaster. On the bright side, he really enjoyed being Spider-Man. It had given him a thrill like he had not experienced before. Sure, so far he had to face nothing, but a bunch of petty thieves and thugs looking to make a quick buck. At least he was taking them off the street one at a time.

His newly created mechanical web shooters had made the process eiasier, shooting webbing stored in cartridge that could easily immobilize criminals, holding them for up to an hour before the webbing dissolved. Also, his relationship with Gwen was going great. She was a comfort to him in this dark time, having lost her mother a few years ago, she understood what he was going through.

On the other end, Peter felt guilt over what happened to his uncle and every day, he wondered if he would wake up, for this being one horrific nightmare but it was all too real. Then there were the financial problems that the Parker family was going through. Aunt May let it slip to him that they were going through some tough times, but she also told Peter that he should not really worry himself.

The major was that Peter did worry and wondered what he could do for money. With Uncle Ben gone, he felt a responsibility to help out. The problem was jobs were not too forthcoming for fifteen year old high school students with no previous work experience these days.

He made his way to school at a sprint, not wanting to be late again. His Spider-Man related activities had made him cut it way too close too many times and had made him late a couple of times.

"Wow, Peter you actually made it today on time," said Gwen with a smile, as she watched her boyfriend rush down the hallway. He barely avoided knocking some unsuspecting students into the locker room. She nudged him in a teasing manner. "Sure with ninety seconds to spare, but on time's on time."

"Sorry, Gwen, I'm running late," said Peter in an apologetic voice. "Everything's thrown off balance, after what happened."

"Peter, it's okay, you lost your uncle, that type of thing's not easy to get over, it's a void in your life," said Gwen, as she grabbed Peter's hand in an comforting manner, before she steered him into the classroom. With another motion, she gave him a light kiss on the cheek. "I'm here for you if you need me, just like you were for me when Mom died. Besides I'm your girlfriend now, your problems are my problems, now more than ever. We can get through this together."

"Thanks Gwen, I appreciate that," said Peter as the two teenagers walked into the classroom, with a bit of time to spare before they were counted tardy.

It was mid-morning as a balding man in his 50s walked up to the Oscorp building. He walked through the front door and made his way through the building with a particular section in mind. Finally, he reached a section labeled "Specialized Weapons". He walked up to the door and swiped a key card against the lock, only for it to beep, flashing red.

"Huh?" He let out.

He tried again, but the same results occurred.

"What the hell?" He questioned.

The door then opened from the inside, allowing several men to exit, all of them carrying large crates of equipment.

"Hey," He called out. "Hey, where are you going with that? That's my equipment!"

"Was, actually." A new voice corrected.

The man turned, finding himself face to face with none other than Norman Osborn.

"Mr. Osborn, what's going on?" The man demanded. "Where are they taking all that?"

"Times are changing Mr. Toomes," Norman replied. "With Stark Industries announcing the shutdown of their weapons department, a golden opportunity has been granted to us. We need to strategize, and prioritize."

"What does that have to do with my lab?" Toomes asked.

"Your work is… serviceable, but the future demands more capable minds to shape it," Osborn explained.

"Capable?!" Toomes let out. "I've been here for years!"

"My point exactly," Osborn replied, placing a hand on his shoulder. "You've been at this for far too long, and with far too little success. Weapons development is a young man's game, and let's face it, you're past your prime."

"Past my prime?" Toomes repeated, taking his hand off. "I don't think you understand my situation, Mr. Osborn. It's not just my work here, I have a family. The people I work with have families."

"I understand, I'm a family man myself." Osborn insisted. "But sometimes, sacrifices must be made."

Toomes just grumbled in response.

"I can promise a generous severance package, one that should allow you to see your daughter every now and then," Osborn assured him. "This may be better. Wasn't she always complaining that you were always 'too busy' for her?"

The mention of his daughter caused Toomes to grab Osborn by the collar.

"Don't even mention her!" Toomes threatened.

"Security!" Osborn called out.

Just then, two security guards came up and grabbed Toomes by the arms, pulling him off Osborn.

"Show Mr. Toomes out," Osborn instructed. "Before the vultures set in."

Struggling against the guards, Toomes glared at Osborn.

"You're going to regret this, Osborn!" He swore. "DO you hear me?! You will regret this!"

Osborn just walked away nonchalantly as Toomes was taken out of the building.

Later that day, Toomes met up with some of his fellow lab workers at an abandoned hangar where they used to test their various projects.

"Here's to the end of an era." One of the men said solemnly, lifting a beer bottle.

The others lifted their bottles in response before taking a drink. After swallowing a swig, Toomes slammed his bottle onto the table.

"Osborn… who does he think he is?!" Toomes let out. "We give him everything we have, and just tosses us out like yesterday's trash."

"Not much we can do about it now." one of the lab guys replied.

"So, what do we do with the prototypes?" Another guy asked.

Toomes perked up at that.

"Prototypes?" Toomes asked. "Mason, I thought they took everything."

"Well, not all of it," Mason told him.

He then walked over to the rear part of the hanger, unlocking the doors and pushing it open. The lights flickered for a bit, then turned on, revealing most of the prototypes for all of Toomes' inventions, including something large suspended from the ceiling and covered with a tarp.

"That's… quite a lot." one of the other lab guys commented. "So, we gonna call Oscorp and let them know they missed something."

"... no." Toomes decided. "Let's keep 'em."

"You sure?" Mason asked.

"Osborn was right about one thing," Toomes told them. "Times are changing. Think it's time we change too."

"Okay Pete, here goes nothing," thought Peter to himself. "I'm sure if you can explain that you can get photos of Spider-Man, this J. Jonah Jameson will hear you out. I mean, he's the publisher of the biggest newspaper in the city, he's got to be a reasonable man."

With a deep breath, he walked towards the front entrance of the Daily Bugle building. Without preamable, he pushed the door open, before he walked inside, into the lobby. It was a chaotic scene, loud and boisterous, with people running around in a hurried, absent minded manner. It was exactly how Peter imagined the headquarters for a newspaper would look like.

"Excuse me, may I help you?" asked a young girl behind a desk. She looked a few years older than Peter, maybe twenty at the very most. The name plate on her desk indicated that her name was Betty Brant.

"Yeah, I was wondering if I could have a few minutes to speak with your boss, Mr. Jameson," said Peter as Betty looked at him with a skeptical expression. "I think I might be able to get him pictures of Spider-Man in action."

Betty's eyes widened in surprise, her boss would definitely be interested in this, if it was a legitimate offer.

"Just one moment," said Betty as she reached over, pressing a button to activate an intercom. "Mr. Jameson, there's someone here who has an offer you might find interesting."

"This better be good, Miss Brant," said a gruff voice from the other end of the intercom and Peter looked towards an office door, where a middle aged man dressed in a suit, with a mustache that would make Hitler envious walked out to face him. "Well?"

"Hello, Mr. Jameson, I'm Peter Parker, I'm a photographer," said Peter which was only a slight extortion of the truth. He did dabble in photography as part of the journalism club during his freshman year. "I think, I can get you photos of Spider-Man."

Jameson just looked at him, before he burst out into a round of laughter, which left Peter confused.

"Get me photos of Spider-Man, as if, some of the best photographers in the city haven't gotten one picture of that wall crawling nuisance, so why am I supposed to think that some no nothing kid can catch that vigilante in action?" bellowed Jameson. "Some punk kid isn't going to get photos of Spider-Man, the only person who's going to do that is going to be a professional. In fact…BROCK!"

"Yes, JJ," said a young blonde haired man in his mid-twenties named Eddie Brock. He was one of the top photographers in the Bugle.

"You're main assignment is Spider-Man," responded Jameson. "You're to get photos of him; I don't care how long it takes. You're going to eat, drink, and breathe Spider-Man until you get me results. Scour the deepest, darkest, most filthy parts of this city, there's where that menace will be."

"Wait a minute, menace, I thought Spider-Man was a hero," said Peter. He tried not to let his response seem too angry or personal towards Jameson's response.

"Shows how much you know, a hero is someone like my son, the astronaut, Colonel John Jameson!" bellowed Jameson, his boisterous response taking Peter aback. "Spider-Man is worse than a vigilante. He's a vigilante who wears a mask. If he was a hero, he'd take off that mask and put on a police uniform. Until then, he's as bad as those criminals he allegedly brings to justice."

Jameson looked red in the face, before he turned to Brock.

"Brock, what are you waiting for, an engraved invitation!" boomed Jameson. "Spider-Man's out there right now and you're standing here like a slack jawed yokel. Get going, now and bring me photos."

"Yes, JJ, of course," responded Eddie as he moved out, with a gleeful smile, realizing that he could make a fortune if he snapped the first photos of Spider-Man. Providing he could get Jameson to unclench his fist.

"And you, stop cluttering up my office, Parker, unless you actually have photos of Spider-Man," said Jameson.

"No sir," said Peter in a forced calm voice.

"Then scat kid, why are you still here?" demanded Jameson as Peter turned and walked off.

"What a charming individual with a wonderful personality," thought Peter sarcastically. "Maybe I should have actually gotten a photo but given that guy, I doubt he'd be satisfied with Spidey taking down thieves and hoodlums. What I need is a real battle and pictures of it."

Inside the lab, Stillwell was hunched over a computer, looking at some results on the screen. He rubbed his eyes in response, not liking what he was seeing.

"Professor," Norman called out, getting his attention.

"Uh, Mr. Osborn. What can I help you with?"

"I want an update on the Globulin Green Performance Enhancers."

"I was actually going through the test data and… well, there is something of note."

"Oh?"

"We distributed the serum in liquid form to the test rodents. They all showed an eight hundred percent increase in strength."

Norman perked up upon hearing that.

"That's good. How soon can we move to human trials?"

"Although," Stillwell spoke back up, disregarding the question. "In one trial, the rats showed some… disturbing side effects."

"What kind of side effects?"

"Increased aggression and… prone to violent actions. They… they ended up killing each other."

There was a brief pause before Norman spoke up again.

"Was this an early experiment or later one?"

"Uh… mid tier."

"And all the tests since then? Any side effects?"

"Well… no, but-"

"Then I fail to see the problem."

"Mr. Osborn, please. If something should go wrong in your own test… I think it's too soon."

"Then what do you suggest?"

"... we should take the entire line back to formula."

Norman suddenly snapped, grabbing him by the lab coat and pulling him to his feet.

"Back to formula?" Norman let out. "Are you mad?"

"Mr. Osborn, please. If we don't proceed carefully, it could damage your mind. All I ask is for a little time. Please."

Norman paused for a moment, mulling over his options.

Back at the hangar, Toomes, Mason, and the others began work polishing up the prototypes they had with them. One such was a pair of specialized gauntlets that were designed to send out shock blasts that were meant for demolition purposes. Now they were being reconfigured and amped up by one of the lab guys named Herman Schultz.

"Think that should do it." He declared. "Let's see what this baby can do."

"Hold up there," Mason told him. "You're gonna need this."

He then handed Herman a yellow and brown metal suit with a matching helmet.

"You're kidding right?" Herman asked. "Doesn't exactly look flattering."

"Neither does getting your arm shot off." Toomes countered. "You wanna avoid that, you wear the suit."

Herman took the suit without complaint. He then put it on and fired the gauntlets at some old planes, completely decimating them with a single shot.

"Nice!" Herman let out. "These could be fun."

"Not bad," Toomes commended. "But we need to see how well this equipment will really work. Why not take it for a test run before we begin the big game."

"Sounds good to me," Herman remarked.

Later at a bank, Herman walked inside and up to the teller's desk.

"Sorry for the late arrival, but I'm here to pick up a deposit," Herman told her. "That gonna be a problem?"

Before the teller could answer, Spider-Man came swinging in.

"Actually, yeah!" he replied. "You didn't wait in line like everyone else!"

Herman turned around and saw Spider-Man clinging to one of the walls of the bank. He then fired his gauntlets at him, causing him to leap off the building and land on the ground in front of him.

"Nice aim pal," Spidey commented. "So, what do they call you anyway? Padded Pete? Quilt man? Mr. Triple Ply? No wait, I got it. The cushion!"

"Funny," Herman remarked. "But if you insist on calling me names, you can call me: The Shocker!"

Shocker fired at Spider-Man again, causing him to leap over the blast. Spidey then shot out a web line, allowing him to swing through the air before leaping off and trying to kick him in the chest. However, once he made contact, a residual shockwave shot him back and sent him skidding across the floor.

"Heh, and here I thought this suit was lame." Shocker admitted, walking over to Spider-Man.

He then picked him up and blasted him again, sending him flying through several glass panels. Spidey slowly picked himself up as he groaned in pain. He quickly regained his senses to see Shocker blasting at him again. He quickly dove out of the way and ran across the room as Shocker continued shooting at him.

"Hold still you little insect!"

After dodging another blast, Spider-Man leaped up into the air and shot out a web to swing on. He tried shooting a web at Shocker to subdue him, but Shocker just blasted right through it and blasted at the part of the ceiling that Spidey's web was attached to, causing Spider-Man to fall to the ground and a part of the ceiling to crash on top of him. Shocker just chuckled as went to grab what cash he could.

"This was fun," Shocker told him. "But I got places to be."

He made his way out as Spider-Man pulled himself out of the rubble.

"Okay… ow," he muttered.

"Hey, Aunt May, I'm home!" called Peter as he watched his aunt who had just finished setting the table for dinner. He moved over, and looked at her with a smile"Need any help with that?"

"It's sweet of you to offer Peter, but I'm fine," said Aunt May as she looked at Peter with a warm smile. "I was worried that I wouldn't get it done in time for you to come home, but the fact you're running a little late helped me."

"Sorry about that Aunt May," said Peter. He looked sheepish.

"No, I know how you young people get, never keeping track of the time, but at least you're not out too late, the sun's just barely down in fact," said May. "Still, you must be starving, so sit down and have some dinner, young man."

"Right, Aunt May," replied Peter as he averted his face slightly, hiding a wince. One of Shocker’s gauntlets must have bruised a rib or something. All things considered, he was lucky. Not lucky in the fact that his enemy got away or there was not too many clues pointing to exactly what his motives were. Lucky in the sense he was among the living and breathing.

"Spider-Man!" said Harry in a loud voice which caused Peter to spin around in panic.

"I beg your pardon?" asked Peter defensively, wondering if Harry had figured out his secret.

"Spider-Man, you know, the new mysterious protector, stopped some criminal known as the Shocker," said Harry. "So what do you think about this Spider-Man?"

"Oh, well, I don't know, he's interesting, I suppose and I'm sure he's alright," said Peter carefully.

"Just like you then Pete, always missing the excitement" said Harry, before he cleared his throat. "I just wonder what Spider-Man's really about, I mean it's not like we know that much about him. He's all mysterious and…"

"Osborn, I would think that even someone as dense like you would know exactly who Spider-Man is," said Flash as he walked up with a grin on his face.

'And what exactly is he, Flash?" asked Gwen.

"A hero of course, man he's so cool, about time we had someone like that cleaning up the streets," said Flash before he turned to Peter. "Shame you aren't like Spidey, Parker."

"Well, he's definitely one of a kind," said Peter.

"Right Parker, glad to see you see things my way," said Flash. "He's probably busting some bad guy tail right now, too bad the Bugle can't seem to get a picture of Spidey, but he's that good,. He's too quick for any photographers to take a shot."

"Flash, stop obsessing about Spider-Man, you promised to walk me to class," said Liz Allan, as she fluttered her eyelashes at Flash.

"Liz, I'm not obsessing about Spider-Man," said Flash, looking at his girlfriend.

No one bought this, not even for a second.

"Sure you aren't Flash," said Liz as she rolled her eyes. "Now come on, you promised you walk me to class."

"Yes, Liz," said Flash, looking completely hen pecked.

"So, Flash and Liz are dating again this week," said Gwen. "And he's wrapped around her little finger; it almost makes me feel sorry for the guy."

"Feel sorry for him, more like I feel sorry for her," said Harry with a grin. "I mean, a hot girl like her, being stuck with a jerk jock like Flash."

Peter laughed, but he slightly clutched his side, his ribs were still tender from last night but he winced even more when Gwen caught on.

"Peter, could I talk to you a moment before class?" asked Gwen. "Privately?"

Peter looked towards Harry who nodded.

"Got you get off to Trig anyway," said Harry.

"Don't way to delay your nap, huh?" inquired Peter.

"You know it, Pete," said Harry. He laughed. "Besides, when the final comes, I'll just pick your brain anyway."

Back at the hangar, Shocker returned with the money he stole.

"Well, it worked." Shocker informed, dropping the money at their feet. "Dinner's on my tonight."

"Expected you back here sooner," Toomes commented.

"Ran into trouble." Shocker admitted. "That new guy in town. The Spider-Man."

"Spider-Man?" One of the men questioned. "I thought he was a myth."

"So did I," Shocker replied. "But the dents in my helmet say otherwise. He's real, and he's trouble."

Toomes mulled that over.

"This could be trouble." he mused. "He may try to interfere with our plans. We need to get rid of him."

"Leave that to me." Shocker promised, pounding his fists together. "He won't know what hit him."

Norman Osborn sat in the back seat of the limo, with his son beside him. Suddenly, his attention was caught by a figure swinging off the buildings, high above the city streets. He looked at it, following it with his eyes. There was no mistaking who that was.

"So there is a Spider-Man," remarked Norman coolly. He noticed his son, who had followed the figure, eyes wide open, mouth a gap. "Harry, compose yourself! What's the matter with you?"

Spider-Man swung from building to building. More vibrations rocked the city and it seemed that his spider sense could be used to pinpoint the source of the disturbance. While he was not an expert in completely utilizing this gift, it was better than nothing and he swung, with a group of uniformed offers, lead by Captain George Stacy, gathered around.

"Seal off the area, we need to find out the source of the disturbances, our scientist contact in the force doesn't think they're of natural origin," said George. "In fact, they are completely man made."

"Made my a madman who seems to be intent on leveling the entire city, in fact," said Spider-Man as he dropped down on a web line. Several officers pointed their guns at the web slinger, but Captain Stacy held up his hand to stop them.

"Spider-Man," muttered George. He adopted a professional demeanor. "I'm Captain George Stacy, but I do wish we were meeting for the first time under better circumstances. You seem to have a clue as to who's behind these disruptions."

"A new criminal, he calls himself the Shocker. I fought him last night, and he seems intent using a device for some reason that could level everything around us if he's not stopped," said Spider-Man, carefully masking his voice so the good Captain did not pick up on the fact who he really was. "And if my hunch is correct, Shocker should be planning his next attack down here.”

"Through the subway," muttered one of the officers. "That tunnel's been out of use for many years, hardly anyone goes down there."

"Make perfect sense," agreed George as he looked at Spider-Man. He could not help but see there was something rather familiar about the young web slinger but this was no time for suspicions. "Close off the area for any civilians, make sure no one passes. As much as I hate to admit this, Spider-Man is our best change in dealing with this Shocker.”

"You mean we're going to have to entrust police business to some masked vigilante?" asked a female officer.

"Officer DeWolff I have given my orders," said George in a patient, yet firm, tone of voice. "Please follow them, time is of the essence, and there is no room for error."

Spider-Man swung down before the final police barrier was in place.

The figure of Eddie Brock spotted Spider-Man from behind the bushes. He had gone to the source of the disturbances, hoping to find Spider-Man. He just struck pay dirt. Jameson would have his pictures soon enough. The photographer crept forward, slipping past the barriers and walked down the subway after Spider-Man. Spider-Man would be his ticket out of this crummy profession and onto bigger and better things.

Down in his lab, Professor Stillwell was going over the Globulin Green formula again, trying to figure out how to stabilize the serum for Norman Osborn. He pinched his eyes, feeling more than a little tired after being at it for so long.

"We're not getting anywhere…" he lamented.

As he continued working, he was unaware of the shadowy figure slowly approaching him from behind. Slowly, the figure reached his hand out, finally placing it on Stillwell's shoulder. This spooked the scientist as he turned around in shock.

"Getting closer, got to be careful, one wrong move and I'm toast," thought Spider-Man. He carefully crawled on the ceilings of the tunnel, while straining to listen. "That one sounded close, not too far away now."

Carefully Spider-Man webbed a camera in place, hoping this trick would work, before he dropped down carefully. He saw a pair of armed goons standing guard over an entry way of some sort. Carefully walking around, he put his hand over the mouth of one of the goons, before he spun him around and knocked him down with one punch.

The other goon turned, seeing Spider-Man. Before he could open his mouth to make a sound, Spider-Man webbed his mouth shut. He dropped down but there several foot steps. A small group of armed goons charged Spider-Man but he carefully dodged each assault, taking them down one by one without breaking a sweat.

"Well that was easy," remarked Spider-Man. No sooner those words left his mouth, his spider sense alerted him to an incoming attack. He dodged as Shocker spun around and blasted at Spider-Man, knocking him out of the air.

"You know, you're becoming a real pain in the ass." Shocker commented. "Let's see how you handle maximum voltage at minimum range."

Shocker aimed his gauntlets at Spider-Man, preparing to fire at him, full force. Spidey slowly picked himself up and leaped out of the way just as the blast was shot off. It left a massive crater on the sidewalk as Spider-Man clung to the wall.

"Those things have got to go." Spidey decided, looking at Shocker and his gauntlets.

Spider-Man watched Shocker line up his shot and saw triggers on the inside of his hands, allowing him to fire the gauntlets. Spidey then leaped off the wall just as Shocker fired.

"Now what's wrong, Shocky?" Spidey taunted. "Last time, you could kick my hide from here to Jersey. Now you can barely get a shot off.

Shocker fired again, but Spider-Man easily dodged the blast. Shocker continued firing at him repeatedly, but each blast was easily dodged by the webhead. Shocker became more and more irritated with each missed shot, wanting nothing more than to nail him.

"Why can't you just die?!" Shocker explained, firing another shot.

"Not sure," Spidey admitted, leaping over the blast. "Maybe it's my natural charm and good looks."

As Spider landed, he shot two web strands at Shocker's gauntlets, wrapping them and his hands in webs, and preventing him from firing again.

"What the" Shocker let out.

Spider-Man then pulled Shocker in close, performing a backflip kick that knocked off his helmet and knocked him out. Shocker landed on the ground with a thud as Spider-Man webbed him to the street.

"Now you just take a nice long rest," Spidey told him. "The police will be here soon to take you to a nice, cozy prison cell.

In an instant, Spider-Man removed the component from the device and breathed a sigh of relief when the machine stopped rocking. He moved around, reaching up, before he retrieved his camera. For a second, he thought everything was okay.

As he removed the camera, the tunnel began to crumble.

"Great," thought Spider-Man sarcastically. "Just great and I'm going to have to save all of these henchmen I knocked out before this subway tunnel collapses."

Carefully storing his camera away, Spider-Man dropped down, creating a large net of webbing. He hoisted up the criminals, one by one, dumping them inside. He struggled to lift them up, but managed it. Spider-Man swung forward, the captured criminals carefully held in place. He moved forward, as more dust and rubble began to fall. Spider-Man looked up, seeing the light at the end of the tunnel, before he swung out, depositing the henchmen carefully. He winced, when he heard a scream of frustration from deep inside the subway tunnel.

"Missed one," muttered Spider-Man in frustration. With a heavy heart, he swung back into the tunnel, before he saw the tunnel beginning collapse. He spotted the form of Eddie Brock, on the ground, ankle trapped under a large piece of rubble. "What are you doing here?"

"Photographer for the Daily Bugle," grumbled Brock. "Had to get pictures of you, it's going to be a gold mine."

Quickly, Spider-Man managed to pry the piece of rubble off of Brock's ankle. He held up the dubious photographer, the camera slipping from Brock's hand.

"Wait, I need to pick up my camera!" shouted Brock desperately eyes widened in horror.

"No time," responded Spider-Man firmly. Hhe swung out, with Brock kicking and trying to desperately reach for his camera.

"No, there's a lot of good shots, even I'll get Jonah to unclench his fist and pay up with some of those!" yelled Brock desperately. He watched in horror as they exited the tunnel, but not before Brock saw his camera smashed to bits. It was almost like he was watching money burst into flames. "NO! My camera, my pictures, MY MONEY! You did that on purpose, Spider-Man!"

"That's a fine thanks for saving your life," muttered Spider-Man under his breath. With these words, he dropped Brock. This was done a bit more roughly than he would have normally have, but , he was a bit annoyed. He collapsed to his knees for a brief second before he looked at George Stacy. "Got all the henchmen, saved the reckless photographer, nice meeting you Captain, but I've got to swing, since now you have the Shocker.”

George nodded as he watched Spider-Man swing off. Had Spider-Man not been here on this day, this could have ended in a tragedy. He was a bit apprehensive about the mask thing but he was sure the hero had his reasons for what he did. If nothing else, Spider-Man made his job a bit easier.

“Brock, what do you mean you don't have any photos?" demanded Jameson. He angrily stared down at Eddie Brock. He looked slightly uncomfortable as the other staff at the Daily Bugle looked at him.

"But, boss, Spider-Man…" started Brock, but Jameson would hear none of it.

"The only butt you should be worrying about is yours when I toss you out on it for not doing your job, Brock!" shouted Jameson, who looked almost rabid. "A news story involving that wall crawling nuisance, getting into a battle with someone calling himself the Shocker and I don't have pictures to go along with it. It's an outrage I tell you!"

"Did someone mention wanting photos of Spider-Man?" asked Peter. He walked into the office, waving photos all the way.

"You, how dare you walk in here!" bellowed Jameson.

"Fine then, I guess some other newspaper will have to make all that money by being the first to have exclusive photos of Spider-Man," responded Peter. He held up the photos before Jameson's eyes went wide. The grizzled newspaper publisher rushed forward, before he grabbed the photos.

"Not bad for a first effort, Parker," admitted Jameson grudgingly. "Garbage compared to our usual quality of work, but I suppose it's better than bringing me nothing like certain photographers around here."

"Wait a minute, I was down there the entire time and I didn't see you so how did you get photos of Spider-Man?" demanded Brock.

"Who cares, Brock, at least him brought me something, tell you what kid, I'll give you two hundred dollars for all the pictures," said Jameson.

"Two hundred dollars?" asked Peter in an incredulous tone of voice. "With all due respect, Mr. Jameson, I did kind of risk my life to get these photos."

"Kid, it's just my way of nurturing a love for the art and not for the money but I'll tell you what, two hundred and fifty, best I can do and because I'm in a such a good mood," said Jameson to Peter. "Do we have a deal? Of course we have a deal. ROBBIE! Get Leeds, and tell him to put the finishing touches on that article and we'll integrate Parker's photos into it and we'll scoop all of the other papers. Our headline is Spider-Man: Vigilante at Large."

The entire newsroom was silent.

"What are you waiting for a ticker tape parade?" demanded Jameson. "Go, get going, all of you!"

Peter stood awkwardly.

"As for you, Parker, you can pick your check up on the way out from Miss Brant and get right back out there now, get more pictures of Spider-Man, I want to see that wall crawler from every angle and see what his deviant game is!" shouted Jameson and Peter hastened to leave. While not as much as he wanted, the two hundred and fifty dollars would help Aunt May for sure.

Wilson Fisk sat in the arm chair early the next morning, reading the Daily Bugle with indifference for the most part. One thing did catch his interest. That of Spider-Man, he had heard quite a bit about the web slinger. In fact, Spider-Man had unknowingly brought down several petty thugs in his employ on more than a few occasions. Now, as Fisk read the paper, he could not help, but be curious at what exactly drove this Spider-Man to foolishly throw himself into these heroics.

Fisk remained still for a moment, the wheels of thought turning in his head. Perhaps given time, he could find a way to benefit from the presence of Spider-Man. He would have to keep an eye on the wall crawler and learn as much as he could. Then he could determine whether he could use Spider-Man's presence in a way that benefits him or have the hero eliminated. Fisk vowed to keep a close eye on every business opportunity as he put his paper away. He had a full day ahead of him, but he would have to set aside some time and resources to analyze the Spider-Man situation fully.

Back at the hangar, Toomes read the paper about Shocker's arrest. He tossed the paper aside in frustration.

"Great." Toomes let out. "They got him."

"Fortunately, he said he operated alone," Mason reassured. "Stole the suit and everything. Nothing to trace him back to us. And we still have the money to modify what we have."

"It's a start to be sure." Toomes agreed, walking over to the tarp-covered project. "But we're gonna need a lot more if we're gonna survive."

Toomes then threw off the tarp, revealing the massive metal wings attached to a flight harness underneath.

"And I think it's time Norman Osborn gave us a hand with that."

At the Osborn Penthouse, Norman walked into the living room, straightening out his jacket as he made his way toward the elevator. Before he could reach it though, he looked over and noticed Harry lying on the ground, much to his confusion.

"Harry?" Norman let out, walking over to Harry as he slowly woke up.

"Huh?" Harry mustered as he sat up, shaking off the sleep as he turned to Norman. "Dad? Hey."

"What were you doing asleep on the floor?"

"Uh… studying too hard. Got drained."

"I see… Well, I'm glad to see you're taking your studies seriously."

"Thanks… uh, I don't know if I told you this, but I'm on the football team now, and we have a game tonight. You think you might come?"

"Unfortunately, I have other business to attend to," Norman told him, pulling out his phone. "I'm sure you'll do well though."

"Yeah… thanks," Harry lamented, walking off as Norman dialed a number.

"Menkan, it's Norman. I need to talk to Stillwell. He's not picking up his phone."

"I'm afraid that's impossible, sir."

"If Stillwell thinks he can walk out on me-"

"That's not what I meant, sir… Stillwell's dead."

That caught Norman by surprise.

"What?!"

"Security found his body in the lab this morning. It… appears he's been murdered, sir."

"No…"

"Unfortunately, that's not all."

"What now?"

"Dr. Smythe's Glider and flight suit? They've been stolen, sir."

Chapter Text

It was the dead of night at a local jewelry store. A lone man in a green striped shirt and ski mask walked up to the back door and used a crowbar he had to pry the lock off, allowing him to slip inside undeterred. Once inside, he marveled at the amount of loot before him.

"Aw, man." He let out in awe. "Now this is what I call a big score."

He went over to one of the display cases and used his crowbar to open it up, ready to grab the jewels inside. As he reached for them, a spider web shot onto his hand, attaching it to the case.

"Hey, don't you read the signs?" Spider-Man questioned from the corner of the store. "It says 'Do Not Touch'."

"You?" The man let out. "Don't you have anything better to do?"

"Actually, a few things," Spidey admitted, jumping down from his perch. "But honestly, kicking your hide is so much more fun."

Spidey then pulled him in and kicked him in the face, knocking him into a wall. Spidey then webbed him to the wall and walked over to him.

"And this is where I leave you for the cops," Spidey told him. "Hope prison bars aren't too classy for a common hood like yourself."

"Hey, I ain't just another hood!" The man insisted. "The name is Marko! Flint Marko, and you ain't seen the last of me!"

"Whatever you say, pal." Spidey replied dismissively.

While all this was going on, neither of them was aware they were being observed on a hidden camera from a secluded office room. A man in a blue suit and an oversized forehead stood in front of a man in shadows sitting at a desk looking over the footage.

"This is all live?" The shadowy man asked.

The man in the blue suit nodded.

"Then I've seen enough." The shadowy man replied. "Bring him in.”

Meanwhile, Harry was riding the elevator up to the penthouse, talking to Liz on the phone.

"Listen, sorry for vanishing last night," he explained. "My dad needed help with some Oscorp thing and I forgot to call."

"I didn't even know your dad wanted your help with work stuff," Liz questioned.

"It's a… recent development. Speaking of, I should really go."

"Ok. Talk to you tonight?"

"You know it." Harry hung up as the elevator opened up to his floor, revealing his dad getting off the phone himself. "Hey, Dad. You doing alright?"

"Aside from the fact that I lost my top scientist, my equipment has been stolen, and my projects are at risk, yes Harry, I am 'doing alright'," Norman listed off, frustration building in his voice.

"Oh… I'll just… leave you alone."

"You do that," Norman let out as Harry walked away.

"Alright, Class!" Professor Warren spoke up. "I know you're just itching to find out your test scores from last week."

He began passing out the tests, handing Harry one with a large B- written in red. Peter saw that and grinned.

"Hey, you went up a letter grade!" he commended. "Way to go, Harry!"

"Couldn't've done it without you," Harry told him.

That's when Peter got his test back, a big A+ on the front. Gwen's test read the same.

"Excellent work Mr. Parker." Professor Warren continued. "You as well, Miss Stacy."

He then passed the tests out to the row behind them, which was where Flash, Sally Avril, and Liz Allen were sitting. Sally made a B on her test, and Flash was excited to see a C- on his.

"C-, sweet!" Flash proclaimed. "The Flash completes another pass!"

"Miss Allen," Professor Warren continued, handing Liz her paper. "I suggest you try harder in the future."

Liz took hers, and look dismayed when she saw it had a D- written on it. She dropped the paper onto her desk and dreaded bringing this up to her mom.

After class was over, everyone prepared to leave.

"Miss Allen, a word?" Professor Warren requested.

Liz froze for a moment before turning back to the professor.

"Yes?" She let out.

"Liz, if you're going to raise that grade, you're going to need a tutor." He explained. "I'm recommending Mr. Parker."

"Study with Peter?" Liz let out. "You gotta be kidding."

"Not at all." Professor Warren reassured. "There's a make-up test this Friday. Manage to make at least a C, and I won't call your mother about your grade. Nor will I inform the cheerleading coach that you don't have the GPA requirement to make the squad.'

Liz winced at the thought.

"However, that also includes getting tutoring from Mr. Parker." Professor Warren tacked on. "Your choice."

Liz sighed in response.

"Alright." Liz relented.

"Hey, Parker!" Liz's voice called out.

Peter flinched before turning around and seeing Liz walking toward him.

"Look, I really need to pass that make-up test." She explained to him. "But, I also need to keep the fact that I need to take it secretly."

"So, you want me to help you study… in secret?" Peter clarified.

"Exactly," Liz confirmed. "Look, it's not easy for me to come to you with this. But if word gets out I'm failing biology, I'll get kicked off the cheerleading squad. And that is something I don't want to have to explain to my mom."

"Ok," Peter replied, holding his hands up. "I'd be… more than happy to help. When do you wanna start?"

"We can meet tonight at the Coffee Bean." She told him. "And if you tell anyone about this, I will deny it for the rest of my life."

"Tonight?" Peter repeated. "But I-"

Liz just took off before Peter had the chance to finish.

"Great." He muttered.

"PARKER!" shouted Jameson in a loud voice. "There you are, I expected you to be here two and a half minutes ago."

"Traffic was bad Mr. Jameson, it's not like I could swing here like Spider-Man," said Peter with a smirk but Jameson did not appear to be in a very good mood.

"Look Parker, if I wanted bad jokes, I'd go to a comedy club!" bellowed Jameson before he calmed down or at least as calm as Jameson got. "Anyway, onto business, in two hours, my son, the astronaut, Colonel John Jameson, is returning from a fearless and death defying mission. I believe have I've mentioned him before."

"Yes, once or twice," said Peter, who every time Jameson had gotten into a rant about people who call Spider-Man a hero, he seemed to bring his son, the astronaut into the conversation as an example what the editor of the Daily Bugle perceived to be a true hero. Of course, Peter could be hard pressed to disagree, the man had done some amazing things and gone amazing places.

"Good, good, thought I did," responded Jameson. "Anyway, my son's coming back to town after his mission, and I want photos Parker, good ones. He's going to get a home coming fit for a hero of his stature. I would normally send Brock, but that kid had the gall to take a vacation. Something about being worked too hard or some such nonsense, if you can believe that. Anyway, Parker, plane arrives at five, be there before then and don't come back without some photos of my son's glorious home coming."

"Right, Mr. Jameson, anything you say," said Peter as he watched Jameson stalking off to the office, muttering under his breath. With a sigh, Peter turned. "I hope I can get some good pictures, there's bound to be a good crowd for a hometown hero."

"Don't worry about it, Peter, Jonah's just proud of his son, he can get a little wound up about it at times, I'm sure you'd be able to get some acceptable shots," said Robbie Robertson. Peter responded with a nod, Robbie was a good natured and mellow fellow, the Editor-In-Chief of the Daily Bugle. How he remained so mellow working with someone like Jonah day in and day out, but it was not his business to pry. "Just do the best you can. I've seen your work, for someone with your level of experience, it's decent, especially considering how no one could get a clear shot at Spider-Man. And I don't think Colonel Jameson will be jumping around and fighting criminals either."

"Well, I do have that thing," said Peter before he strained, hearing the faint sound of an alarm down the street. "I better get going, don't want to be late, especially since the crowd could get pretty hectic for this sort of thing."

At an abandoned warehouse on the other side of town, the man in the blue suit, designated Hammerhead, led another man inside. The man had black hair, and seemed to be on edge.

“I suppose that there’s another job you want me to carry out?” The man with black hair asked.

”You got that right, Beck,” Hammerhead told him. “You did good last night.”

“Naturally,” Beck responded. “When I’m involved, success is the only option.”

“Fisk figured out that you were inside his organization, so you won’t be needing that disguise anymore. I have another job for you, one that involves setting the Kingpin up to be the fall guy for New York City, now that we’ve established that this Spider-Man person isn’t a myth,” the boss replied. “Hammerhead will give you whatever you need.”

“You got it, boss,” Hammerhead nodded.

“Call me Tombstone,” the boss grinned.

That night, Peter managed to meet up with Liz so they could begin their tutoring sessions. However, it was becoming increasingly clear that she was not interested in getting tutored. She was barely listening, checking her phone every five seconds, and nearly fell asleep twice.

"So in short, the chapter focuses on interactions with biological systems and-" Peter tried to explain.

His words were cut off when he saw her lack of attention toward the subject.

"You're not finding this interesting, are you?" Peter deduced.

"No, no I'm not." Liz yawned. "I don't understand how any of this stuff is important."

"I, uh, guess you have a point," Peter admitted. "But it can be interesting if you look at it from the right angle."

"Really?" She questioned. "Honestly, I doubt I'll ever be able to wrap my head around this stuff. Maybe that's why my dad preferred to spend his days locked up with his work."

While the two were trying to make this work, Peter then got a call from the bugle.

"Look this tutoring thing is something you need, not me," Peter told Liz, standing up to leave. "So when you're ready to actually try and learn, let me know."

He gathered up his stuff and walked off, much to Liz's surprise. She watched him leave and felt kind of bad for ignoring him.

TriCorp was buzzing with activity but what was a normal work day turned into something much less, when a loud bang echoed and smoke filled the room. When the smoke cleared, Mysterio appeared and cackled like a mad man as he looked around, before he raised his hands and knocked the security off balance.

"Yet another company peddling mindless technology, but never fear, your savior is here!" bellowed Mysterio in a force that echoed throughout the entire building. "Marvel at the mysticism of Mysterio and know that you can't stop the waves of the change that are coming for all of this mindless technology will fall by the wayside and be useless because of the production of Mysterio!"

"So, you're this Mysterio I've heard so much about," said Spider-Man as he lowered himself down to face the criminal. "You sound like you have a big head. I wonder how that fishbowl on your head contains it."

"Bah, Spider-Man, you have met your match in Mysterio!" bellowed Mysterio loudly as he raised his hands.

"We'll see about that," responded Spider-Man as he leapt forward, but a loud bang and Mysterio disappeared. Spider-Man dropped down to the ground but suddenly his spider sense went into overdrive and he turned around, right in time to see a set of playing cards being flung at him. "Card tricks, Mysterio? Isn't that a bit amateur for someone like you?"

"Not just any card tricks, observe," responded Mysterio as he snapped his fingers and the cards burst into flames. Spider-Man shot a line of webbing, to pull himself out of the way before the cards attacked him, before he swung over. Mysterio waved his hand and the webbing dissolved in a flash, which caused Spider-Man to land on the ground with a thud and he pulled himself up but Mysterio glided over effortlessly before he landed on his feet as he dodged another attempt to web him up before Spider-Man was knocked right off of his feet. "Give it a bit of time and effort Spider-Man and you may yet pose a challenge but right now, you are hopelessly and utterly outclassed. Until we meet again Spider-Man and rest assure you will as you have not seen the last of Mysterio!"

The smoke appeared and Spider-Man raised his hand, in an attempt to web Mysterio but only small strands of webbing shot out, signaling that cartridge had been completely drained.

"He stole some valuable communications equipment and you let him get away!" shouted an important looking man angrily. "And you're supposed to be the hero!"

"Look, nothing I could do could touch that guy," protested Spider-Man but the suited man did not want to hear it. Retrieving his camera, Spider-Man rushed out, as the sirens blared. He could not help but feel responsible, a miscalculation on the amount of webbing he needed had caused Mysterio to slip away. He was at this for about a month and a half anyway, pretty much a rookie and prone to those mistakes but still the guilt ate him up as Mysterio was out large, without a clue of what the man's plans were.

The next day at Midtown, Peter was still sore, both figuratively and literally, from his fight with Shocker. As he walked down the halls, he passed right by Liz, who noticed him and ran to catch up.

"Peter!" she called out.

Peter perked up and turned towards Liz as she ran up.

"Liz, hey." Peter greeted. "Look, I feel kinda bad about ditching you last night."

"Well, you shouldn't," Liz told him. "You were right, I'm the one who needs the tutoring. I promise tonight, I'll pay attention. Just name the time and the place."

Peter was genuinely surprised by this gesture and decided to take advantage of it.

“Maybe we can set something up,” Peter nodded.

At the Daily Bugle, Peter walked out of the elevator and through the newsroom towards Jameson's office.

"Hey, Betty." Peter greeted. "Is Mr. Jameson here?"

"He's in his office," she replied. "More photos?"

"You know it," Peter confirmed.

"Excellent." She commended.

"More Spidey photos from my new favorite photographer." Eddie Brock announced, throwing an arm around Peter. "You have got to tell me your secret, kid."

"Uh, just right place, right time, I guess," Peter replied. "Besides, aren't you worried about the competition?"

"Eh, I consider it motivation to step up my game," Brock remarked. "Can't have some kid with an antique camera have me on the ropes forever. Where'd you even get that thing, the 1800s?

"It was my uncle's," Peter explained. "I think my dad got it for him at a pawn shop somewhere."

"Well, if you're gonna get far in the newspaper business, you need to get a better quality camera." Eddie insisted.

"Yeah, I kinda figured as much," Peter admitted. "I'm saving up. It's slow going."

"Maybe you could ask your parents for a little help," Eddie suggested.

Peter winced.

"I… can't," he admitted. "My parents died in a plane crash when I was little."

"Ah… sorry," Eddie replied. "If it's any consolation, my folks died the same way."

"Really?" Peter responded.

"Yeah," Eddie confirmed. "Since then, I bounced around from foster home to foster home."

"I was raised by my aunt and uncle." Peter went on. "Though now it's just my Aunt May."

"At least you got somebody looking out for you," Eddie told him. "Not everyone can-"

"Parker! My office! Now!" Jameson called out.

"And moment ruined." Eddie lamented. "Better get moving, kid. He sounds angrier than usual."

"How can you tell?" Peter remarked, entering his office.

"Give it time, you'll figure it out," Eddie informed him.

"Alright Parker, what've you got for me this time?" Jameson asked.

"See for yourself," Peter replied, showing him the photos.

Jameson picked them up and shuffled through them.

"Crap, crap, mega crap," He commented. "This can't be the best you can do?"

"Well, if you don't want them…" Peter began.

"Hey now, we had a deal!" Jameson reminded. "I'm not about to back out on that. I'll pay you the usual rate, but you need to step it up, Parker!"

"Understood," Peter replied. "I'm already in the process of saving up for a new camera."

"Then what are you standing around for?!" Jameson let out. "Get going!"

Peter held up his hands in defense before backing out of the office.

That night at Oscorp, Peter and Gwen went about their work tidying up the lab. As they worked, Dr. Connors walked in.

"Peter," Dr. Connors addressed. "It seems you have a guest."

Peter looked over, seeing Liz standing there. She gave a small wave.

"Hi Peter." she greeted.

"Liz." Peter let out. "You made it."

"Well, the make-up test is soon, and I need to figure out this biology thing if I want to pass," she replied.

"I, uh, hope you don't mind, Dr. Connors," Peter told him.

"Not at all." Dr. Connors allowed. "Who am I to stand in the way of furthering one's education? I have some things I need to attend to anyway."

Dr. Connors then walked off, leaving Peter, Liz, and Gwen alone, with the latter feeling next to invisible to the other two.

"So, shall we get started?" Peter asked.

"Yes, please," Liz told him.

The two walked towards a table as Liz pulls out her textbook.

"So, I remember you mentioning something about how everything was connected," Liz recalled.

"Right," Peter confirmed. "In nature, everything is connected, and scientists push and build on those connections to help benefit mankind. For example, Oscorp has been studying a new field of science called Cross-Species genetics. Adapting traits of different species into humans. This could lead to massive advancements in the medical field. Imagine, with just a small piece of lizard DNA, those with amputated limbs or malformed ones could grow new ones rather than rely on prosthetics. Muscular diseases treated by naturally occurring traits that will strengthen the afflicted muscles."

"It sounds almost too good to be true," Liz spoke up. "Wouldn't mixing human DNA and animal DNA create beings like the mutants?"

"Maybe, but mutations happen by chance," Peter explained. "In the lab, we have a better chance to control the outcome."

Before anything else could be said, the ground started shaking, causing everyone to grab onto something for stability.

"What's going on?" Liz questioned.

"No idea," Peter replied.

"I'm gonna find out what's going on!" Peter told them. "You two find some cover!"

"Peter, wait!" Liz called out as he took off.

"Liz, we need to go!" Gwen insisted, grabbing Liz's arm.

"But what about Peter?" Liz questioned.

"Careful, set it off too early and you might get infected!" bellowed Mysterio as he watched two of his henchmen carry a hose from a truck, that contained a batch of the chemical before he walked it over to the water. "The might of Mysterio must be displayed at its proper time and not one second before."

"Yet the egotism of Mysterio is on display twenty four seven," said Spider-Man as he dropped down on a line of web and Mysterio backed off in absolute horror, he could scarcely believe what he had seen.

"It can't be, it has to be an apparition, you're supposed to be rotting in the morgue by now!" shouted Mysterio.

"Sorry to disappoint you then," said Spider-Man but the villain just laughed and raised his hand but Spider-Man turned away, before he shot a line of webbing away and pulled himself to a balcony high above. "Let's leave the parlor tricks behind, Mysterio."

"Bah, you dare attempt to mock Mysterio!" bellowed the criminal and suddenly, one of Mysterio's henchmen dove at Spider-Man, in an attempt to cave his skull in with a pipe. It was dodged and the pipe landed, before Spider-Man knocked him out with a punch. Another henchmen dove right at him, before Spider-Man dodged and the henchmen smashed against the railing. Spider-Man webbed him onto the railing.

"You overplayed your hand Mysterio, set yourself up for a fall," said Spider-Man as he avoided an attack by one of Mysterio's henchmen and webbed him up.

"Fools, don't let Spider-Man, stop the mystical masterpiece of Mysterio!" bellowed Mysterio as Spider-Man continued to fight the members of Mysterio's gang, taking them out one by one. With them webbed up, Spider-Man moved around, trying to signal out any more enemies. He looked down just in time to see two more of Mysterio's goons move the hose over towards the water.

"Oh, no you don't," said Spider-Man as he webbed the hose and pulled it out of their hands, and then he dropped down, before he knocked two henchmen out of commission and webbed them together, before Mysterio stood, face to face with Spider-Man. "Let's dance, Bubble head."

Mysterio waved his hand a metal hook swung from above. The lack of spider sense going off clued him in that this was not a real threat and Spider-Man allowed it to pass through him, before he turned around, right in time for a giant boxing glove operated by Mysterio to crack him right in the face. Several more attacks, some real, some fake, but all distracting enough to the keep Spider-Man from his task in defeating Mysterio.

"Threats all around, Spider-Man," said Mysterio, as he watched Spider-Man pull himself up in time for Mysterio to throw a bomb right towards the ground where he stood. Spider-Man used his webbing to pull himself up and out of harm's way at the last second, with the ground exploding right from underneath him and then he propelled himself right at Mysterio.

"This ends right now, Mysterio!" shouted Spider-Man as he dodged a very real looking dragon. The illusion was vivid and the fire part was real, activated by a concealed flame thrower apparatus. Spider-Man managed to disable it quickly. "The cheesy magician act might go over great at a five year olds birthday party, but I'm beginning to see right through your tricks."

"Mysterio is no mere magician!" shouted Mysterio as several more illusions were brought up but Spider-Man avoided them. "I have yet to run out of tricks, Spider-Man! Time for my grand finale!"

Mysterio waved his hand and he vanished right before Spider-Man could get him.

"No, not this time, fool me once shame on you, fool me twice, shame on me, but not a third time, Mysterio," said Spider-Man as he shot his webbing, wrapping up an invisible Mysterio. Mysterio was caught, considering the sounds of struggling, as Spider-Man stepped forward, before he groped around in the dark. "If I had to hazard a guess, the source of your powers, is those fancy little gloves you wear…yeah I like it when I'm right. The reviews are in and your show is cancelled."

The gloves were pulled off and Mysterio became visible, much to his shock as the villain was completely and utterly trapped, wrapped in several strands of webbing, not to mention his feet were webbed to the ground.

"You fool, you can't defeat me, I am…" stated Mysterio but Spider-Man cut him off.

"Yeah, I know, you're…" said Spider-Man before he spoke in an overly dramatic voice. "Mysterio, master of talking about himself in the third person in a pompous manner and an egotistical jerk as well!"

Spider-Man stared down Mysterio, as he reached forward.

"What are you doing?" demanded Mysterio.

"Taking this stupid fishbowl off your head," responded Spider-Man as he reached forward and pulled it off to reveal a dark haired man with a bowl cut. "Well, I would have never guessed this in all my life."

"Yes, Spider-Man, you have deduced my secret identity," said Mysterio in a bored voice.

"Yeah, who would have guessed that Mysterio was really Moe of the Three Stooges," responded Spider-Man in amusement, a proclamation that caused Mysterio great outrage!

"What, no you fool, I'm Quentin Beck!" proclaimed Mysterio but Spider-Man just looked at him in confusion, as one could almost hear crickets. "The greatest special effects artist of all time, worked in twenty motion pictures, a true legend and a trend setter in the field of cinematic brilliance. BEHOLD MY GREATNESS!"

"Of course you are," said Spider-Man in a patronizing voice, as he rolled his eyes, before he pulled himself up, as Beck struggled to free himself as he looked at the henchmen. Most of them had been trapped, with one exception and Spider-Man pulled himself up, before he walked over to a payphone and began to dial. "Hello, New York City Police Department. Come to the New York City pumping station and you will find your so called Master of Illusion Mysterio and his gang, along with a dangerous drug they were planning to poison the water supply with. Who is this? Why none other than your friendly neighborhood Spider-Man, yes, no thank you for your hard work."

"You are truly a fool Spider-Man if you think a mere prison can hold Mysterio!" shouted Beck. "I will break out and the next scheme I orchestrate will be your complete and utter demise…"

"You know I love to here a good villain monologue as much as the next person, I have better things to do, you can give your rant to the police, as they're here," said Spider-Man cutting off the super villain monologue in mid stream as he looked out the window, seeing the approaching cop cars.

"You haven't seen the last of Mysterio!" shouted Beck but his proclamation fell on deaf ears as Spider-Man departed from the scene of the crime, ignoring any further rants from the former and slightly unhinged special effects artist.

Sometime later, the police did arrive to cart Shocker off to prison. During that time, Spider-Man changed back into Peter Parker and found Liz and Gwen taking cover in a closet.

"You two ok?" Peter asked.

"Peter!" Liz let out, hugging him.

Peter was admittedly surprised by the hug, which Liz quickly took notice of as she released him. Gwen skipped the hug and went right to slapping Peter across the face.

"Ok, ow." Peter replied.

"What were you thinking, Peter?!" she demanded.

"I thought… I could try and help." Peter tried to reason.

"Well, you could have gotten yourself killed!" Gwen snapped.

"Sorry," Peter responded. "I didn't mean to worry you."

Gwen just sighed, then hugged Peter.

"Don't do that again," she told him.

"Deal," Peter confirmed.

Later, the two crooks were hauled away by the police and locked up in a cell.

"I can't believe it!" Marko let out. "Two million easy, and we lose it!"

"All because of Spider." Alexi cursed. "What I wouldn't be giving to have my hands around his tiny throat."

About that time, a set of footsteps could be heard coming down the hallway. The two looked up to see Hammerhead walking up to their cell.

"Evenin boys." He greeted. "Heard you ran into a bit of trouble tonight."

"Who's askin?" Marko asked.

"Just somebody who's taken an interest in your situation," Hammerhead replied. "And who can offer you a chance to get back at the web creep for putting you away.

Both Marko and Alexi perked up at the promises being made to them. They both looked at each other for a moment before turning back to Hammerhead.

"Alright, we're interested," Marko replied.

"Great," Hammerhead replied. "Welcome to the big time."

That Friday, Liz went in for her makeup test. When she came out, she immediately hunted down Peter.

"I got a B-!" she cheered, throwing her arms around him. "Thank you, Peter!"

"Hehe, happy to help," Peter replied.

The two pull apart and stand in silence for a moment.

"Hey," Flash's voice called out, causing the two to break apart quickly. "You done messing with puny Parker yet? We've got places to go."

"Uh…" Liz replied, pausing for a moment. "Yeah, sure Flash."

She and Flash walked off together, leaving Peter behind in the hallway. Gwen and Harry came up next to him.

"Tough break, Pete." Harry lamented. "Unfortunately we lowly nerds will never truly earn the respect of the elusive cheerleader."

"Yeah." Peter agreed. "But, I tried. She pushed away, sure. But at least she was able to learn something from this. I'd call that a win."

"So Spider-Man makes the news once again," said Wilson Fisk as he casually flipped through the Daily Bugle. He ignored the drivel about Spider-Man, he had his own information and the opinions of the news media met very little to him. He had been keeping a keen eye on Spider-Man's progress over the last few weeks. "Interesting, Spider-Man you may serve a use to me yet, but a test of your mettle seems to be in order. Several tests in fact, as the Kingpin always is one to cover all of his bases."

Fisk turned to an intercom system and switched it on.

"Send in Rhino," ordered Fisk coolly.. "I have a job that I think will be an excellent test for his talents."

Norman Osborn nodded, smiling as he left Fisk. “Who’s there?” Instantly, Norman spun around. His head darted about the study, but there was nothing. Nothing but the sharp, hideous, incessant laughter.

Chapter Text

Spider-Man was not having a very good morning, due to being thrown right through the wall by a giant man dressed in a rhino costume. Landing with a thud, Spider-Man pulled himself up, as this rhino man stampeded forward and attempted to impale the horn of his outfit right through Spider-Man but Spidey was too quick, propelling himself into the air with a somersault. Rhino crashed into the wall and caused it to topple but he turned around like nothing had happened and he took a swipe at Spider-Man but he ducked the attack.

"Bah, and people have been having trouble with a little creep like you," said Rhino as he raised his hands and smashed down towards Spider-Man but Spidey dodged the attack. The street was cracked and Spider-Man shot webbing right around Rhino but he easily snapped it and rushed forward. "This should be the easiest job the boss ever threw my way, so now be a good little bug and sit still so I can squash you."

Rhino knocked Spider-Man to the ground and attempted to stomp on him, but the web head slid out of the way quickly and he bounced to his feet and he went for a punch but Rhino easily blocked it and flung Spider-Man up into the air.

"Just who are you anyway?" demanded Spider-Man as he dodged another attempt for his enemy into bits.

"CALL ME RHINO!" bellowed Rhino loudly as he attempted smash Spider-Man's skull in once again, but the web head was just a bit too quick for him.

"I wouldn't call you for dinner with that face," quipped Spider-Man, as he shot two strands of webbing at Rhino and pulled with all of his might but Rhino just stood there and pulled Spider-Man forward. It was just narrowly that the hero avoided getting impaled right in the heart. He slid around and a punch was blocked before Rhino smashed his hands down onto the head of Spider-Man, dropping him to his knees. He bent down, but Spider-Man shot webbing right in his face. Rhino was temporarily blinded, as Spider-Man climbed up onto a car, before he looked over towards a police officer who had a stun gun. "May I borrow this?"

With a quick movement, Spider-Man took the stun gun and somersaulted forward, before he switched it on and jabbed Rhino with it, causing several volts to bombard Rhino but Rhino grabbed Spider-Man by the throat. With a shove, Spider-Man hit the ground with a thud and he leapt up. Spider-Man slid out of the way and Rhino stomped the ground, causing the crowd watching to collapse.

"You're going to cave in the entire block if you're not careful!" shouted Spider-Man.

"Good, at least I'd get you then," grunted Rhino as he moved forward, but Spider-Man shot his webbing and attempted to yank to remove the thick armor for Rhino but his webbing broke and caused him to land on the ground.

"Got to get that body armor off somehow, so I can have a fighting chance," muttered Spider-Man but a punch impacted him right in the ribs.

"Ha, it doesn't come off, you puny bug," said Rhino. "It was welded onto me and it never comes off."

Spider-Man stopped before he voiced the most obvious question that came to mind based on Rhino's situation.

"Dude, like how do you got to the bathroom then?" asked Spider-Man but the answer to this pressing question was never answered as Rhino punched Spider-Man once again. He tried to fight but Rhino hoisted him up.

"Any last words," grunted Rhino but Spider-Man just responded by kicking Rhino right in the face. Rhino was staggered and Spider-Man swung out of the way as Rhino charged forward and attempted to smash Spider-Man but the hero dodged and Rhino smashed a car, and turned around.

"Hey, Rhino, think you're so tough, catch me if you can!" taunted Spider-Man and Rhino rose to the bait, as he stampeded forward, with Spider-Man motioning for him. The crowd had gotten less and less, as Rhino continued to rush forward, with less people being put in danger. "What's the matter Rhino, afraid I might stuff you as a trophy?"

"Come down here and fight me," grunted Rhino and Spider-Man leapt down, before he dodged underneath a Rhino attack. Rhino swung around and hit the ground hard with his punch. Spider-Man raised his hands and shot webbing right in Rhino's face. Rhino staggered, in an attempt to pull the webbing right off of his face and Spider-Man swung right towards him. A loud crash signaled Rhino being knocked right down. Rhino rolled over, right to his feet and he reached for Spider-Man's throat, but Spider-Man slid underneath the attack. Rhino attempted to pull the webbing off but Spider-Man swung a punch right towards him. "Just wait until I get my hands on you…"

"You haven't Rhino, and you won't at this rate, you big lug, as Rhino attempted to rip the webbing but Spider-Man just shot more, causing his own hands to be webbed over his face. Rhino struggled forward, staggered, as he was being smothered by his own hands.

The grumbling of Rhino continued, as he attempted to pry his hands free and Spidey was certain that he heard some quite nasty language. As Rhino continued to smash up everything, in an attempt to pry himself free from the webbing on his face, as Spider-Man swung a punch every couple of seconds later. He looked over his shoulder and winced, as he saw Eddie Brock watching, with a smug expression on his face.

Brock watched, this time he got some quality photos of Spider-Man with his brand new camera. It might have cost him a lot of money to replace the one that was destroyed before but it was worth it. He looked on with glee, given he was a professional, those photos would be preferred to whatever Parker did. He looked up with a smile on his face, but the smile quickly turned to a look of terror, as that nutcase in a Rhino outfit had knocked into the building, causing the ledge to be dangerously close to collapsing on him.

"What do you think you're doing?" demanded Spider-Man as he swung in and pulled Brock out of the way, his camera sliding out of his grasp in the surprise.

"No, you idiot, we have to go back, my camera it's still down there it's…" started Brock before his eyes widened as he watched Rhino stomp on the camera, smashing it to bits and basically destroyed all of his photos. He began swinging his fists, pounding on Spider-Man. "No, no, no, there were some good shots, no, no, no, my camera, you're out to ruin me, that is the second time you screwed me over!"

"Stop hitting me or you will be screwed over even more when I drop you," said Spider-Man shortly as he swung down, roughly setting Brock down on the ground, as he turned to watch Rhino, who struggled, his breathing appeared to be shallow, before he dropped to the ground. Spider-Man reached down and pulled the webbing right off of Rhino's face. Rhino laid on the ground, breathing, which was a good sign. "Weak, but not taking any chances, I'm sure the police have a way to contain this guy, but this should hold them until they get here."

Several strands of webbing and Rhino was secured to the ground. He offered some signs of movement, but after being dehydrated due to his face being obscured and nearly suffocated, he was not going any place soon.

"Get all that Kingpin," said a bald headed man with a goatee dressed in black, as he absent mindedly twirled a dagger in between his fingers, as he looked towards a monitor, that showed a figure cloaked in silhouette.

"Yes, Bullseye, rest assured I have seen the entirety of Spider-Man's battle with Rhino and I must say seeing him first hand is an experience," said the Kingpin, in a distorted voice. No one would be able to tell that it was really Wilson Fisk on the monitor. "I do find his skills to be something that I may have a use for yet. He may have a use as an assassin for my empire yet. I have many enemies who wish to do me in and Spider-Man could match them, even if they were without fear for example.

"If you ask me, that punk got lucky," grumbled Bullseye.

"Ah, but I didn't ask you, Bullseye," responded the Kingpin swiftly. "And luck does have very much to with success, especially when matched with skill and Spider-Man's ability to exploit an enemy's weakness is something that I admire greatly, as he did with Rhino. The only flaw I can see is his mindless heroism but with effort I can even see that being bent to my advantage."

Bullseye sat quietly. He was the Kingpin's chief assassin, with unparalleled accuracy and the ability to use even the most mundane objects as a weapon. The fact that this Spider-Man was moving in on his territory did not set well for the assassin.

"There are many more tests to await Spider-Man before I make him an offer that he would be a fool to refuse," said the Kingpin roughly. "Stand by for further instructions Bullseye, as I need to oversee an experiment."

"Right, boss," said Bullseye as he watched the distorted image of his boss fade, as he cracked his knuckles. "It would be a shame if Spider-Man suffered an accident that caused him to be unable to join up with the boss as a potential chief assassin. A damn shame if the Spider's was squashed."

At the Daily Bugle, Jameson was reading over the article with Eddie standing in front of his desk. The headline read "Spider-Man stops Rhino from causing trouble.”

-"I swear, JJ, I got photos, but Spider-Man tricked Rhino into smashing my camera," said Brock in a pleading voice.

"That's all I ever hear from you anymore Brock, excuses!" bellowed Jameson. "Parker's just e-mailed photos of the battle between that web head and that Rhino freak just a bit ago, not the best, bordering on garbage even but better than the nothing you've been giving me."

"Parker, that's just it, some kid's able to get photos about Spider-Man and I'm not," said Brock. "If you ask me, it's a conspiracy…"

"Brock, if I wanted your opinion, I'd ask you for it," said Jameson but he suddenly looked thoughtful. "Still, you could be on to something, Brock, Spider-Man and Parker…the kid might know something more that he's letting on about Spider-Man…"

"C'mon Jonah, do you really think Spider-Man and Peter are orchestrating an elaborate scheme right under your noise?" asked Robbie.

"Parker's a punk teenager and desperate for money and that web crawler is using his desperately for publicity, he's hungry for the spotlight, that's got to be it," said Jameson as he ranted, pacing back and forth. "Parker, has to know something and I need to find out what, so I can expose that wall crawler for the threat he truly is. After what he did to my son, that's the least I can do."

"I thought Spider-Man was the one who saved your son, Jonah," said Robbie in an even force. "Dr. Doom was the one who tortured him and…"

"If Spider-Man was just a bit quicker and didn't spend too much time showing off, then John wouldn't be in the state he is and wouldn't have gotten tortured by that tin point dictator," said Jameson, waving off Robbie's attempts to inject logic into the situation. "Poor boy, can't even leave home, he's a wreck, well I'll see what Parker knows. It might not be much but any clue and I'll jump on it."

Jameson turned muttering under his breath in a slightly crazed manner but most of the office staff at the Bugle just brushed it off. It was just another day in the life of working for J. Jonah Jameson.

Meanwhile, Flint Marko was getting set up in a large metal tube. His arms and legs were restrained as a doctor attached several electrodes to Marko's chest.

"Flint Marko?" asked a scientist with a clipboard as Marko was lead in by two men dressed in suits.

"Yes, that's me, I understand that the Kingpin wants to see me," said Marko in disbelief. He was unable to believe that the Kingpin would want to see such a small time hood like himself.

"That is correct, Flint," said the distorted voice of the Kingpin over an intercom. "I understand you have had some problems with Spider-Man recently."

"Yeah, that's right, I have," said Marko with a nod. "Worked with Mysterio, the guy was a little unhinged but at least I would get a decent cut out of the spoils when he made the entire city nuts. Spider-Man ruined that and I went home with nothing."

"I'm well aware of that, Mysterio's plan showed potential but he was unable to carry it out due to his supreme arrogance," said the Kingpin. "I, on the other hand will be able to carry out this plan and I would not be wrong in saying that you want revenge on Spider-Man for costing you a chance to cash in."

"That's right, I'll do anything to get my hands on that web crawling freak," said Marko gleefully.

"Then I believe we have a deal," responded the Kingpin. "I offer you one thing that few dream about. Power and lots of it. Just think about it, you would have abilities that fe would even dare to dream of and enough power to eliminate Spider-Man."

"Where do I sign up?" asked Marko with a greedy expression in his eyes.

"Step into the chamber, Mr. Marko," offered the scientist. "And you will be given power."

"This won't hurt, will it?" asked Marko but he stepped inside.

"Does it matter when power is involved?" asked the Kingpin over the intercom as Marko sat down in the chamber, before his arms and legs were suddenly strapped to the chair.

"Just a precaution, we wouldn't want you to fidget," said the scientist as she walked over to the control panel. "You may feel a slight stinging feeling as your molecules are rearranged to compensate for this power."

"Right, as long as I do get power," said Marko roughly as he had a focused look on his face, he could almost taste the defeat of Spider-Man as the scientist prepared to adjust the chamber but a frantic scream from outside and the doors burst open.

"What now, this is a very delicate procedure, with no room for failure!" cried the scientist but there was a dark haired man strapped to stretcher, looking like he was having a seizure and his body was covered by electrical burns.

"Forgiven the interruption, but there was an accident, one of the circuit breakers blew and the electrician that was trying to fix it was caught in the second expulsion, electrocuted for several minutes, it's a wonder why he's not dead," said one of the men. "We should really get him some medical attention but I doubt he'll make it to the…"

He stopped when sparks began flying from the man, as he began to thrash madly. The lights in the room began to flicker back and forth, before they blew up one by one. Marko shifted, as the chamber that contained him he began to light up.

"The process is starting," started the scientist as she looked fearful. "Without the safety protocols being activated…"

'SHUT IT OFF THEN!" snapped Marko, completely losing his, but a large surge of electricity leapt and landed on the control panel, melting all of the buttons and causing the chain reaction inside the chamber in increase. In frustration, Marko attempted to pull himself free as he watched the scientist and the other people in the room flee. "Hey, what are you doing, you need to get me out of here, I don't know…it's getting rather hot in here."

The pleas of Flint Marko fell on deaf ears as the chamber heated up, before several hundred pieces of metal began to pierce his skin at an accelerated rate. He gave a blood curdling scream of absolute agony, before there was an explosion within the chamber and nothing of Flint Marko but a pile of white hot sand, as the pieces of metal dissolved into it and the chamber had finally shut itself down.

The sand shifted slightly, as the scientist carefully stepped back into the lab. As she turned around to the electrician on the gurney, the intercom cackled back to life.

"Room three," said the Kingpin calmly which caused the scientist to jump. "There is a suit that should be able to help stabilize this unfortunate young man. It is a bit unconventional but it will work. A shame that Marko had to suffer for his misfortune, but that's the way things happen. Sacrifices must be made."

A few minutes later, Peter managed to get inside the building and was almost immediately alerted by his spider senses of danger. Unwilling to risk his secret identity, he remained where he was, getting grabbed by the shoulder and slammed into a locker by Flash.

"Alright Parker," Flash spoke up. "I'm warning you to back off Liz."

"Uh, shouldn't that be her decision?" Peter asked.

Flash shoved him against the lockers a second time, eliciting a wince from Peter.

"Liz is my girl, and I won't have some stuck-up nerd who thinks he's above everyone turning her into something she's not."

"You mean a decent human being?" Peter proposed. "Pretty sure she already was. Too bad she picked a lousy boyfriend."

That was the final straw. He saw an open locker nearby and shoved Peter into it, slamming it shut.

After a few minutes, the locker door was opened by an elderly janitor with glasses and a mustache.

"What, again?" the janitor let out, helping Peter out of there. "Kid, you gotta learn to stand up for yourself. Those palookas only have as much power as you give them."

"Yeah… I know." Peter muttered. "Thanks again, Mr. Lee."

"Anytime, kid," Lee replied.

At an abandoned warehouse on the other side of town, the man in the blue suit, designated Hammerhead, lead three other men inside. One was wearing an overcoat and a cowboy hat, one was overly muscular with a mustache, and the last was slightly smaller and wearing a bowler hat.

"I don't suppose our employer will be joining us in person?" The man in the cowboy hat asked.

"You know how it goes, Montana," Hammerhead told him. "No one meets the boss."

Hammerhead then walked over to a table and pressed a button on a phone, dialing up a particular number.

"Enforcers are all here, boss," Hammerhead told the man on the other end.

"Thank you, Hammerhead." The boss replied. "Gentlemen, I'll get to the point. Over the past few weeks, we've had a problem. A masked menace interfering with the intricate nature with which I have operated this city. Last night confirmed the existence of this 'Spider-Man'. If this pest is allowed to continue, he could undo everything I have worked to achieve."

"And you want the Enforcers to squash this spider?" Montana guessed.

"By any means necessary." The Boss confirmed.

Little did the Kingpin now that the sand that was the remains of Flint Marko had began to move, gaining some form of sentience, as he made its way down through a vent and out of the building, gaining more intelligence and power with each passing moment.

Sometime later, Peter was walking down the halls when he heard a very loud argument going on.

"I don't see how it's any of your business what I do after school!" Liz shouted.

"It's my business when my girl decides to pal around with Midtown's champion geek!" Flash threw back.

"That 'geek' has been helping me raise my grades, and frankly he's been paying more attention to me than you ever have!" Liz snapped.

"You barely gave Parker the time of day before!" Flash told her. "Now all of a sudden, you think he's Tony Stark or something?"

"His name is Peter, and I think he's a genuinely nice guy who doesn't deserve to take all the shit you give him!" Liz told him.

"Well if you think he's so special, maybe you should go out with him!" Flash yelled.

"That's the smartest idea you've had ever!" Liz declared. "We're through!"

A loud smack sound was heard, followed by the sound of heels on tile floors. Peter was honestly surprised by the turn of events but pulled himself out of his shock to catch up with Liz.

"Liz, hey," Peter called out.

She turned to him, looking angry before realizing who it was. Her expression softened as she looked at him.

"Peter, hey." she greeted. "Guess you heard all that."

"Heard it, saw it, and practically felt it, given how intense you two were going at it," Peter answered. "Look, I didn't mean for my helping you to ruin your relationship with Flash."

"To be honest, it was the wake-up call I needed," Liz informed him. "I was always just arm candy to him, someone he chose because of my looks. But with you, I feel like I'm more than how I look."

"You are," Peter told her. "Not that you don't look good. And I don't mean that in a weird way-"

"I think I get it." Liz cut off. "And thanks."

She turned to walk off, then paused.

"We still on for Tuesday?" she asked.

Peter smiled in response.

"Wouldn't miss it," Peter confirmed.

That Tuesday, Spider-Man swung through the city with the biggest smile under his mask. As Spidey swung through the city, he had no idea he was being watched by one of Hammerhead's men.

"Target's in range." He reported over the radio. "Set it in motion."

As Spider-Man continued swinging, a burglar alarm started blaring from the street. Spider-Man looked down and dropped towards the bank where the alarm was coming from.

"Yeesh, why do the bad guys have to pull these things when I'm in a hurry." Spidey griped, swinging towards the bank. "Maybe I should get a secretary or something."

Spidey swung into the bank, striking a heroic stance only to see there was no one there. He stood up and looked around to see the entire building abandoned.

"Well… this is embarrassing," Spidey said to himself. "I come all this way and there's no one to thwart."

Just then, his spider-sense started going off, prompting him to leap into the air, dodging an oncoming desk. He landed on the ground, seeing the muscular man stepping out of the shadows.

"And here I thought this would be a lonely afternoon," Spidey remarked.

Spidey's spider-sense went off again, letting him know someone was running up from behind. He backflipped out of the way, but the second man just sprung back and kicked him in the stomach, knocking Spidey into a wall.

"Scrappy little guy, ain't ya?" Spidey quipped, sliding to the ground.

Before Spider-Man could make another move, a rope came out of nowhere and wrapped around him, much to his surprise.

"What the-" Spidey let out before being pulled to his feet.

"And the boss said you'd be a challenge," Montanna remarked, coming out and tugging on the rope. "Gotta say, I expected more."

"Sorry to disappoint," Spidey replied grabbing the rope and pulling hard on it.

This pulled Montana in close, allowing Spider-Man to kick him aside and pull himself free of the lasso.

"So, can we wrap this up?" Spidey asked tossing the rope aside. "Cause I kinda got a date."

"No can do, boy," Montana replied. "Ox, Fancy Dan, show our friend some proper hospitality."

The other two nodded as they moved toward him. Ox brought his fists up and tried bringing them down on Spider-Man, but he just web-zipped out of the way.

"Ox? Fancy Dan?" Spidey questioned, landing in front of Fancy Dan and dodging one of his kicks. "I mean, those names may sound tough on the ranch, but here in New York, they-"

Spidey was cut off by Fancy Dan striking him across the face, knocking him to the ground. Spidey quickly gets up to see Ox standing over him with his fists raised, prompting him to leap at and over Ox, dodging his attack. As he dashed through the air, Montana's lasso wrapped around his leg, jerking him to the ground. As Spider-Man got back up, Fancy Dan ran up and kicked Spider-Man right into Ox, allowing him to crush Spider-Man within his arms.

"Look, pal!" Spidey grunted. "If ya needed a breath mint… you just had to ask."

Spider-Man managed to loosen his hands and fired two web lines at Ox's mustache, causing him to grunt in pain and loosen his arms. Spider-Man then sprung off him and tried shooting webs at Fancy Dan, who just dodged and weaved around them. As Spider-Man landed, Fancy Dan ran up and tried swinging at Spidey, but he was able to dodge and block every blow. Sensing Montana to try his lasso again, Spidey leaped up and grabbed, yanking it hard and slinging him at Fancy Dan. with the two on the ground, Spider-Man fired some web at Ox in an attempt to subdue him. To his surprise though, Ox tore right through the web like it was nothing.

"Oh, well… that's not good." Spidey realized.

Spider-Man then tried to leap away, but Ox just grabbed him by the leg and threw him across the room. He tumbled to the ground hard as the three Enforcers closed in around him. He pulled himself up enough to see he was near a staircase, giving him an idea.

"Come on boys," He called out, dashing towards the stairs. "Let's play follow the leader!"

"After him!" Montana yelled, prompting them to give chase.

Up on the roof, Montana kicked the door open, allowing the three to enter outside.

"Where'd that varmint get to?" Montana asked as they looked around.

Suddenly, Fancy Dan was hit in the back by a web and pulled into the air. Montana and Ox turned around to see him dangling in the air, tied in a web with Spider-Man next to him.

"Over here, gents," Spidey replied, leaping down towards them.

Montana tried throwing his lasso at him, but Spidey grabbed it, pulled him in close, and kicked him to the ground. Spidey then landed on the edge of the roof, gesturing Ox to come at him. Ox did so, bringing his fist up to try and crush him. Thinking fast, Spidey dove between his legs, shooting a web line at one of them and causing him to trip off the edge. Spider-Man used all his strength to hold Ox in the air, keeping him suspended as he webbed the other end of the building.

"Now, I know you can tear right through that," Spidey told him. "But I wouldn't recommend it."

"Now son, you're making the Enforcers look bad." Montana criticized getting back up. "I can't have that."

Sorry to disappoint pal." Spidey remarked, moving towards him. "But you're just gonna have to-"

Before he could finish, a figure appeared from behind him, made completely out of sand. The sand twisted into the form of Flint Marko and then the arm twisted into a large hammer. Spider-Man spun around, alerted by his spider sense, and he ducked one swing from the hammer but the second swing was not so lucky as he was knocked right on the ground. The sand figure stepped forward, before he raised his arm.

"Spider-Man!" bellowed Marko as he swung his hammer down, but Spider-Man rolled out of the way. The hammer smashed down onto the ground where he once was. Another swing and Spider-Man just barely pulled himself out of the way, before it smashed right towards him. "I got a score to settle with you, web creep."

"What is this?" asked Spider-Man as he dodged another blow from the sand hammer. "National pick on Spidey day?"

"I've been waiting to tangle with you since you cost me that big payday," said Marko as he swung his sand hammer down, but Spider-Man dodged the attack, before he attempted to wrap Marko up with webbing. It worked, for a brief moment, before the villain twisted himself out and his hand extended forward, before it grew to several times its normal size and knocked Spider-Man with a punch. The hero crashed into the side of the piece of the equipment and just barely had enough time to dodge before Sandman cracked him right in the face. "Stand still so I can bug squash you, you wall crawling, creep!"

"Now that hasn't worked with any other criminal, so what makes it think you can work with you…" stated Spider-Man, before he trailed off. "I'm sorry, I don't think we've been formally introduced and I kind of like to mock my opponents by name."

"The name's Flint Marko, but that was another time, before I turned into this freak," said Marko he tried to smash his enemy with duel sand hammers, but Spider-Man back flipped out of the way, before he bounced off the half constructed building and shot some webbing at his opponent, but Marko once again found a way to escape. "With this power to manipulate sand, you can call me Sandman!"

"Right, I bet you stayed up all night thinking about that name," said Spider-Man dryly, as Sandman rose up and smashed down towards Spider-Man but the web head slid out of the way at the last second. Spider-Man was grabbed by Sandman's hand that burst out of the ground and then flung right to the ground. Sandman raised himself up into the ground, and smashed down onto Spider-Man once again.

"And once I get to done with you, the Kingpin's next for what he did with me," said Sandman as two sand fists flew right towards Spider-Man but he dodged the attack.

"The Kingpin?" asked Spider-Man, he had heard the name once before,

but he had not thought about it.

"Yeah, some big time crime boss, no the big crime boss in New York, but you don't need to worry about him, worry about what I'm going to do to you," remarked Sandman, as he swung a sickle like sand arm and cracked Spider-Man right in the ribs.

"Okay, that one stung, now I got to figure out a way to wrap this guy up, he gets stronger by the moment it seems," muttered Spider-Man as two more swings with the sand hammer had narrowly missing Spider-Man. He continued to dodge and weave. Once again, he vainly attempted to wrap Sandman up in his webbing, but that worked just as well as it did the previous times he attempted it. Sandman twisted out and moved in for another attack."

"Don't you know by now?" asked Sandman mockingly as Spider-Man narrowly avoided another smashing attempt by the sand hammer just barely. "You're little spider tricks don't work on me!"

Sandman swung his hand and knocked Spider-Man for a look. His fist extended forward but Spider-Man dodged the attack, before he looked up, spotting an open bucket of tar and he leapt out of the way of another vicious Sandman punch. He dropped down and avoided the attack, before he webbed onto the barrel behind him. He pulled forward and sent the tar flying. The substance splashed onto Sandman. The villain struggled, in an attempt to pull himself loose, but it held his sand molecules together, just barely. He struggled.

"Once, I get out of here, Spider-Man…" stated Sandman but he was webbed in place and silenced. This time, it held him in place, at least for long enough, as Spider-Man slumped forward, breathing heavily after that battle. Electro was still captured, as was Sandman and the police sirens had arrived, with cars pulling up, with Captain George Stacy exiting.

"Spider-Man, I see you've managed to finish in time for us," said Captain Stacy as he arrived.

"Yeah the guy in the tar, webbed up is Sandman, as you can guess by his really imaginative name, he can control sand and is hard to contain, the other guy is Electro, powered by electricity, I'd watch those two, they could be very slippery," said Spider-Man. "Be very careful, they gave me quite a bit of trouble."

"Absolutely, Spider-Man," agreed Captain Stacy, before he turned with a business like tone. "Send for specialized back up, we're going to need to contain these two…"

Spider-Man drowned out the instructions that Captain Stacy, was giving, remembering the last time that he came face to face with him, Spidey had punched him. Granted, it was because it was because he was under the influence of Mysterio, but that never stopped Spider-Man from feeling guilt before.

"I believe you can head out, Spider-Man," said Captain Stacy. "We can handle this from here, thanks for the help, it's much appreciated…"

"No problem and I'm sorry," said Spider-Man which caused Captain Stacy to look at him. "For what I did the other day…"

"No need to apologize Spider-Man, you were under the influence of Mysterio and had no control over your actions," replied Captain Stacy sternly. "Don't feel guilt over it, my daughter explained how close you came to dying, but I guess she and Peter figured it out in the end."

"Yeah, thanks to both them," said Spider-Man with a nod, as he raised his hand, before he pulled himself up but he turned, purely on a whim. "Captain, have you ever heard of someone who calls himself the Kingpin?"

"So you've heard," said Captain Stacy carefully choosing his words. "Yes, the Kingpin is perhaps the crime boss in all of New York. He's said to have consolidated all the gangs in a hostile and quite bloody takeover years ago in New York, into a criminal empire that is without peer. No one has been able to pierce the veil of mystery surrounding the Kingpin. Many think there's no way it could be one person with the number of dirty businesses that he has his hands in but whoever the Kingpin is, he's dangerous. I have hit so many dead ends regarding the Kingpin that I couldn't even begin to remember, but the fact is he's out there and he's dangerous to anyone who stand sin his way."

"And he was behind the Enforcers, Sandman and maybe even Rhino as well," mused Spider-Man, he turned to leave. "Right, thanks Captain, I'll be sure to be on my guard."

Bullseye stood on the building below, as he watched Spider-Man swing through the sky, with great contempt.

"The web head's just escaped the Enforcers and some guy calling himself Sandman, couldn't really hear much of it, boss," reported Bullseye.

"Marko must have survived his little accident after all," said Kingpin thoughtfully. "How intriguing."

"Shame, he didn't knock off the web creep, both those two goons are being taken off," muttered Bullseye, as he fingered the dagger in his hand, before he held a note in the other. "And he knows who you are, Kingpin."

"As I had planned, now for the final test regarding Spider-Man," said the Kingpin. "Just send a message Bullseye, don't accidentally kill him or you'll be next."

"I don't do accidents," grumbled Bullseye as he held his dagger, attaching the note right to the dagger, and flung it.

Spider-Man spun around, his spider sense alerting him of danger. The dagger connected right to the wall, attaching the note to the wall. He looked up and saw a flicker of a figure, but he had quickly departed. Walking over, he saw the note was addressed to him. Detaching the note from the bent dagger, Spider-Man unfolded it to read it.

"Spider-Man, I have sent the super villains after you and if you want them to stop, come to the basement of the abandoned Silvermaine Industries Corporate Headquarters in Manhattan at precisely five o' clock tomorrow morning," read Spider-Man as he continued to read the note. "Come alone. If anyone is caught with you, they will be killed immediately. Do not come a second sooner. I look forward to meeting you and by now, you have figured out who this is."

Spider-Man turned and crushed the note in his hand.

"Alright, Kingpin, you want my attention, you got it," said Spider-Man as he swung up, preparing to play the Kingpin's game, at least for now.

Seconds later, a familiar figure walked by. While he was concealed with a hat and a coat, there was no mistaken that mustache anywhere. It was J. Jonah Jameson and the Daily Bugle publisher slipped inside an office. The large wooden door was marked "GARGAN".

"So, you want me to investigate this Parker kid," said a gruff voice. "Think he might be into something…"

"I just think he knows more about that wall crawling menace than he lets on, so follow him around, see what he knows or doesn't know, I'll pay you Gargan, you know I'm good for it," muttered Jameson in a low tone of voice.

"Fine, Jonah, but it's going to cost you, I'm a high end private detective, not some babysitter of fifteen year old kids," said Gargan. "My work is among the best…"

"That's why I've hired you, Gargan," said Jameson. "You've brought drug lords and corrupt politicians down with your skills, you can find out what some teenager is up to."

Pushing the door open, ready for anything, he walked inside before he headed down the basement stairs. The building was in disrepair, having not been used for years and with every step, Spider-Man kept himself ready.

His spider sense flickered, just in time to avoid a dagger whizzing right by his head. The dagger hit the wall and Spider-Man turned around, to see a bald headed man stand right in front of him and threw another dagger right at Spider-Man. His spider sense was just quick enough to avoid the dagger, whoever this guy was, he had tremendous accuracy. Spider-Man propelled himself forward and pulled the third dagger out the hand of his attacker with a strand of webbing.

Bullseye grunted, before he threw himself forward. His hands proved to be just as deadly as an weapon he could throw or would in this case, if Spider-Man had dodged out of the way. Bullseye dropped down, before he picked up a piece of pipe and lobbed it expertly towards Spider-Man. With a clang, it caught Spider-Man right in the chest and staggered the hero. Another dagger was thrown right at Spider-Man but he ducked and dodged, before he propelled himself feet first against Bullseye. Bullseye was struck full on in the chest with both feet and knocked to the ground. The hitman pulled himself up and grabbed a chain and swung but Spider-Man ducked it before he pulled the chain from his hands with his webbing. With great ease, Bullseye was flipped up into the air, before he was webbed upside down by his feet from a section of piping.

"So, if you're the Kingpin, I'm not impressed," responded Spider-Man as he looked at his struggling enemy, who was looking like he would rip Spider-Man to shreds if he was given a chance.

"You don't need to be impressed by him, Spider-Man," said a voice that caused Spider-Man to turn around and he saw a monitor on the wall flipped on, revealing a silhouetted figure with an obviously distorted voice and two men dressed in suits walking from a side entrance. "Bullseye, prodigal as his accuracy may be could not pass for the Kingpin of Crime. That honor would be for myself and myself alone."

"Why did you send all of those super villains after me?" demanded Spider-Man.

"I assure you I didn't do it out of any ill will towards you Spider-Man," said the Kingpin with a chuckle. "It was merely a means as to test your abilities. I rarely trust the word of others, but now up close, I have seen that you are more than able to hang with some of the most dangerous people in the city."

"You could have injured or even killed countless people," said Spider-Man, in an irritated voice which caused the Kingpin great amusement.

"No need to take it personal, Spider-Man, it's merely business," responded the Kingpin calmly. "You've passed your tests with flying colors and now you have been deemed worthy to be employed by the Kingpin."

"Employed by the Kingpin?" asked Spider-Man as if this entire matter was absurd. "You mean work for you?"

"Now you're catching on," responded Kingpin. "And not just work, be one of my chief enforcers, dealing with any threats to my empire. And if you wish, I will give you the occasional super powered menace to really put your skills to the test."

"So you want me to be your personal enforcer, your personal attack dog, and take out anyone who opposes you," said Spider-Man as if he could scarcely believe it.

"Now you get the picture and as you can see, I pay well," said The Kingpin as one of the men in the suits opened a briefcase, revealing stacks and stacks of one hundred dollar bills, more money than Peter Parker or Spider-Man had ever seen or will ever see in his life. For a brief, weak moment, he was sorely tempted, he would never have to worry about not having enough money to take care of Aunt May or anyone else for that matter. A few years with the Kingpin could set him up for life. "All I ask is you turn a blind eye to my less than ethical operations."

That statement brought Spider-Man crashing back down to reality and brought him to his senses, as he recalled what happened to Uncle Ben, the last time he turned a blind eye. He felt dirty considering it even for a minute.

"I can't just turn a blind eye Kingpin, no matter how much money you shove under my nose," said Spider-Man firmly.

"A shame," said the Kingpin. "But sadly, a reality I expected. Go forth Spider-Man and leave now. You will be allowed to live today, but know this. Those who oppose the Kingpin have their lives cut short. "

"I look forward the attempt and I will stop you and find out who you are," warned Spider-Man as he turned his back, half expecting to be stabbed or shot but nothing happened, so he got off.

"You should have iced him boss," said one of the henchmen.

"I will if he causes a problem," said the Kingpin with a chuckle. "Regardless of what path he chose, I still would have won."

"How?" asked the henchmen.

"These battles between the super villains and Spider-Man are bound to raise insurance costs through the roof and that benefits people who own such companies like myself," answered the Kingpin. "I never lose, I just take paths that lead to different success."

At the Parker residence, Peter finished developing his fight with the Enforcers and the Sandman. Fortunately for Peter, this time the pictures were clear and useable.

"Yes!" Peter cheered. "That prize money is as good as mine. And in addition to helping Aunt May,"

He then picked up a sketch pad with a drawing of a belt with web cartridges on it and a Spider-Man-inspired light on the front.

"I could use it for some much-needed upgrades." he declared.

Chapter Text

In the streets, a massive truck plowed through traffic in an attempt to evade some police pursuit. As the truck continued tearing its way through the street, Spider-Man swung low towards it.

"Typical." He let out. "Thought I could cut down some time getting to Harry's by web-swinging, and wouldn't you know it, some jerk thinks he can rip off some hard-working citizens in my city. Well, he's got another thing coming."

Spider-Man continued swinging closer to the truck, the two thugs inside took notice.

"Aw man, it's that spider creep!" One of the guys let out.

"Lose him!" The driver told him.

The passenger took out a shotgun and rolled down the window, aiming it at Spider-Man and opening fire on the web-slinger.

"Crap!" Spidey let out, dodging the shot.

The thug continued shooting at Spider-Man, only for him to dodge out of the way of each blast. As Spider-Man landed on a nearby wall, he bounced off it and fell close to the street before shooting out another web line to swing off of. He then shot out a strand of web onto the gun, knocking it out of his hands as another shot went off, blowing out the tire of another car and making it swerve out of control. Spider-Man saw the car heading for the sidewalk, about to hit some civilians.

"Oh great," Spidey muttered before leaping towards the situation.

It was late at night in the city as an Oscorp truck cruised down the streets. As the truck continued down its trek, the shadowy figure of the Vulture swooped towards it. The Vulture then aimed one of his gauntlets at the truck and fired a small device at the cab.

"Signal jammer's attached, Tinkerer," Vulture reported. "Go ahead."

"Just a few seconds…" Tinkerer replied. "There. No distress calls can go out. You're good to go."

Vulture then flew towards the truck and fired two cables from his wings, attaching him to the truck. He then disconnected himself from the wings and dropped onto the truck. Once on top of the truck, Vulture activated a small laser on his gauntlet and began carving a hole in the truck. Once the hole was cut, the metal dropped down to the ground, allowing Vulture to drop down himself, looking around at the cargo they were transporting.

"High-grade laser weapons," Vulture noted. "Looks like we hit a good one."

Vulture wasted no time grabbing weapon after weapon and loading them into the bags he brought. Once he had grabbed enough, he leaped out of the truck and reattached himself to his wings, taking off into the night.

The next day, Norman Osborn came into Oscorp and was approached by one of his security agents.

"Mr. Osborn, another one of our shipments was hit again last night." He informed.

"What?!" He let out, trying not to raise his voice. "What did we lose?"

"Our high-grade laser array." the agent told him.

Norman clenched his fists in frustration, trying not to lash out.

"Do we have any clues as to who's responsible?" Norman questioned.

"Nothing yet, sir." The agent admitted. "Whoever it is, they're professional."

"Increase security on all further shipments, and begin working on this assailant's identity," Norman ordered. "I want him caught."

After their study session wrapped up, Peter walked Liz home. They chatted amicably, exchanging small talk and just enjoying each other's company. However, Peter's mind was abuzz with activity, his thoughts centered around the girl walking beside him, and how much he cared for her.

Peter took a deep breath before turning towards Liz.

"Uh… Liz?" Peter mustered.

"Yeah?" she asked, looking up at him.

He went to say something but felt his spider senses going off. He turned, seeing a man quickly duck into an alley. His eyes narrowed and he turned back to Liz.

"I just remembered I promised my Aunt May I'd pick up some eggs from the supermarket on my way home," he told her. "I need to head off if I want to make it before closing."

"Uh.. ok then," Liz replied, a little confused. "Go ahead."

"Ok," Peter replied before heading off. "See you at school!"

Liz waved goodbye, then continued on her way.

Reluctantly, Peter carried the box inside the building towards the lab, grumbling the entire time.

"Great, just great. I'm not good enough to keep on as an intern, but I'm good enough to carry stuff around for them. This is just-"

As he entered the lab, however, he tripped over one of the cables and fell, dropping the box. Before it could hit the ground though, something reached out and grabbed it just in time. Peter looked up to see the thing that caught it was some kind of black claw with four pinchers on it attached to what looked like a black metal tube. He was about to freak out before he realized his spider senses weren't activated, meaning they were not a threat. The tube retracted, revealing itself to be part of a set of four attached by a rudimentary metal harness to a man wearing goggles and a lab coat with slightly balding hair and a headset.

"Sorry about the mess," the man apologized. "The lab's a bit of a wreck at the moment. Still moving in."

"It's… alright," Peter replied, still in awe of the metal arms as he got to his feet. "Uh… nice… whatever those things are."

"Ah, these." He gestured to the metal arms. "I call them my 'smart arms'. They're actually an experimental prototype for a new generation of prosthetics."

"Really? Kinda advanced for that, don't you think?"

"That's the idea. With regular amputees, they'd have to adjust to how their lives were before the loss of their limbs. With these though, they can become even more. They're still in the testing phase though, so for now, they serve as my lab tools. They allow me to multitask, operate complicated machinery, as well as handle hazardous material from a safe distance."

"Cool. I'm guessing they operate off of some kind of neural interface?."

The doctor looked up, mild surprise on his face.

"You know your stuff. Yes, they operate off a mental link. Capable enough as it is, I'm planning for an advanced neural interface, that will allow people to operate the arms as well as their own limbs."

"That's pretty ambitious."

"Ambition is the means by which true knowledge can be obtained."

"Right. Figures you'd know Applied Sciences to the Modern World."

"Well considering I wrote it, I should hope so."

Peter was taken aback by that.

"Wait a minute… you wrote that? You're Dr. Otto Octavius?"

"Last I checked, yes. And you are?"

"Uh… Peter. Peter Parker." he quickly shakes his hand. "It's an honor to meet you, sir."

"Parker, huh? I believe Norman mentioned having a Parker on staff for a short time. You worked with Dr. Connors before he resigned, right?"

"Uh, yeah. That's me. Wait, Mr. Osborn mentioned me?"

"He did indeed. A brilliant scientist that he hopes to snatch up for his company once you graduate."

"Wow… that's high praise."

"He sees high potential in you. I'm sorry to hear things didn't work out for you here."

Peter just shrugged.

"Don't be. I'm used to stuff not going my way. It's just typical Parker Luck."

"Well, I don't believe in luck. I believe that if you want something in life, you strive to achieve it, no matter what obstacles life throws your way."

Otto paused for a moment, before perking up with an idea.

"Since you're familiar with my work, you probably know about my wife's fields of study as well, right?"

"Oh, yeah. Ms. Octavious' papers on sustained fusion are incredible."

"Well, she and I are working on a little project together here at Oscorp. Despite my apparent ambidexterity, we are a little short-handed. How would you like to work with us on it?"

"Wait, are you offering me a job?"

"Well, sort of. It'll be like the internship you had with Connors before. A few hours after school, helping us get things ready."

"You might not even have to worry about the school part."

"Why's that? Thinking of dropping out?"

"Yeah, kind of. I mean, with brains like ours, we really don't need it, right?"

"Wrong," Otto replied, causing Peter to step back in shock. "Intelligence is not a privilege Parker, it's a gift. It must be nurtured, and used for the betterment of mankind."

Otto's words seemed to resonate with Peter, giving him a moment of pause.

"That… that honestly makes a lot of sense."

"I should hope so. I'll still offer you the position, but only if you agree to stick with your studies."

"I see… think I could have some time to think it over? Me and my friend Gwen would love it.”

"Of course," Otto hands him a card with one of the metallic arms. "Just contact me when you've made your decision."

"Thank you," Pete replied, turning to leave.

At the Daily Bugle, Peter went to the archives room to see if there were any other sightings regarding the Vulture. He peered through paper after paper, looking for any leads. The most he found was Spider-Man's fight with him and the Enforcers.

"So that's it," Peter said aloud. "The wing guy's stealing tech from Oscorp and selling it to criminals. So all I have to do is find an Oscorp sight he's gonna hit, and I got him."

That night, Spider-Man swung throughout the city, investigating one Oscorp sight after another. As he went to each sight, he waited a while for the Vulture to show up and hit the place. Unfortunately, each sight turned out to be a bust. Little by little, his chances of finding the Vulture seemed to chip away.

As he swung through the city, he let out a yawn.

"Just one more…" He let out, struggling to stay awake. "One more and then I'm calling it."

After some more swinging, he reached the warehouse he was looking for. He perched himself on a rooftop across from the warehouse, waiting for the Vulture to make his move.

Just then, a loud sound stirred Spider-Man from his trance, causing him to look up and see the Vulture flying toward the warehouse.

"Finally." He let out, hiding himself as the Vulture made his way to the warehouse.

Vulture then disengaged from his wings and landed on the roof of the warehouse, using his gauntlets to cut a hole in the window. He looked inside, seeing security cameras, laser monitors, and guards patrolling the hallways. Vulture seemed relatively undeterred from this, as he took out a small device from his belt and placed it inside the building. The device sprouted legs and walked down the wall towards one of the cables connected to the cameras. It shot out a cable of its own, connecting to the cameras and by extension, the lasers.

"Tapping into the security systems now," Tinkerer informed.

After a few seconds, the cameras' lights blinked and the lasers deactivated.

"You're good to go," Tinkerer reassured.

Vulture took out an orb from his belt and tossed it inside. It opened up, filling the room with gas that knocked out the guards. Once the guards were out cold, Vulture made his way inside, looking around at all the inventory before him. Vulture couldn't help but whistle in response.

"Looks like they got some good stuff here," Vulture commented.

"They always do," Tinkerer remarked.

Vulture then got to work, taking out a bag and filling it with the items on the shelves. From his vantage point outside, Spider-Man watched and began to set up his camera.

"Get ready to watch the birdy, buddy," Spidey whispered before chuckling a bit. "Watch the birdy. Hehe."

After a few minutes, Vulture leaped out and reattached himself to his wings, readying to take off. Before he could, Spider-Man managed to snag a web onto his bag and yanked it out of his hands.

"Hey, big bird!" Spidey called out. "This doesn't belong to you!"

"You..." Vulture snarled. "You are getting more and more bothersome by the day, Spider-Man!"

"Pal, I've been called plenty of nasty things," Spidey remarked. "Bothersome doesn't even crack the top ten."

Vulture flew towards him and tried to slice at him with his wing, forcing Spider-Man to leap out of the way. Spider-Man shot out another web toward Vulture, but he used his wing to block it and tried to fly upwards.

"Oh no, not this time!" Spidey declared, shooting another web toward the roof.

The webs snapped taut, straining Spidey's arms as he tried to pull Vulture back. Spider-Man grunted as he gripped both webs with all his might. Deciding to cut his losses, Vulture decided to slice the web and fly off, leaving Spidey to land on the roof.

"Come on, beaky!" Spidey called out. "Don't fly away angry!"

"The name is Vulture!" He yelled, flying into the night.

Spidey was left on the roof, nasty bruises forming on his ribs where he landed.

"I wonder if superheroes can apply for medical insurance," Spidey remarked, returning to his camera.

When Peter returned home, everything ached. As such, he taped an ice pack to his side as he looked over his shots. Sadly though, his new batch of pictures were no better than his last.

"Come on!" Peter let out. "First the window caught the flash, now I forget the flash. They're too dark to make out anything!"

He tossed the photos aside in frustration before flopping onto his bed. His ribs screamed at him when he did, forcing him to roll onto his good side. The throbbing pain was the icing on the proverbial cake.

"Well… today was a bust." Peter groaned. "How the heck am I gonna nail this guy now?"

Back at Vulture's lair, Toomes was pacing back and forth, still upset about his run-in with Spidey.

"So you didn't get anything?" Tinkerer asked.

"No." Toomes lamented. "Can we still do the Sytsevich job?"

"Should be able to," Tinkerer replied. "But without more tech…"

"I know," Toomes replied.

"Maybe I should get back to work on that high-altitude vacuum seal?"

"You still on that?" Toomes replied. "I told you, no."

"Ok, ok," Tinkerer replied defensively. "So what do we do about Spider-Man?"

"... I'll kill him." Tommes decided.

After a bit more swinging, he finally made it to Harry's place, which was a massive penthouse in the city. Peter managed to remove his web-shooters and place them into his book bag as he rode up in the elevator. He was fully ready just as the doors opened, allowing him entry into the Osborn Penthouse apartment and to come face to face with Norman Osborn.

"Peter, so good to see you again." Norman greeted. "Sorry I can't stay, but I have business at the office."

"It's alright, Mr. Osborn," Peter replied. "Harry and I can make busy by ourselves."

"I can't thank you enough for all the help you've given him," Norman told him. "I'm pretty sure he would have had to retake a grade or two if not for you and your tutoring."

"I'm just… happy to do what I can," Peter replied.

"Well, I won't keep you any longer." Norman declared, stepping into the elevator. "See you next time, Peter."

With that, Norman left in the elevator as Peter went to find Harry.

"Hey Harry, you here?!" Peter called out.

"I'm in my room!" Harry called back. "Come on in!"

Peter went inside and found his friend sitting in a sea of notes and open textbooks. From the expression on his face and the number of chewed pens around him, it was clear he was struggling.

"Wow, looks like you've been busy," Peter remarked.

"With the big calculus test on Monday, I'm struggling to figure out all this math," Harry admitted. "I can't bomb this test, or my dad will kill me."

"Well then, let's get into it," Peter replied before noting Harry's computer. "Uh, mind if I check my email first?"

"Go for it, man," Harry replied. "Just remember to log out this time."

"Right right," Peter replied, checking his email and noting something. "An e-vite to Midtown's Homecoming Dance?"

"Which would be great if either one of us could actually GET a date." Harry declared, flopping down into his pile of notes.

"Yeah, showing up alone would seem pretty pathetic." Peter agreed before seeing something else.

Thinking on instinct, he grabbed his bag and began to bolt.

"I'll be back in an hour, two tops!" Peter told him.

"You better, Pete." Harry insisted. "My grade is counting on you."

"I will," Peter reassured, heading out the door. "Review chapters 1-6 until I get back!"

Once Peter was suited up as Spider-Man, he swung throughout the city and called Harry on his phone.

"Harry, hey." He spoke. "Look, about the study time. I'm gonna be a little later than expected."

"Seriously?" Harry let out. "You know I've got a lot riding on this exam."

"I know I know," Peter reassured. "It's just, Jameson sent me out to get some more pictures before the deadline, but after that, I'm there. I promise."

Harry sighed in response before speaking again.

"Alright, fine." He relented. "Just hurry, ok?"

"Can do," Peter promised. "Be there soon."

With that, Peter hung up and resumed his swinging as Spider-Man.

"So, find some crime to thwart, snap some pics for the Bugle, get yet another check to help Aunt May, and get back in time to study with Harry." Spidey listed off. "How hard can it be?"

At the docks, a black car pulled up and came to a stop. The front passenger door opened up and a man came out to open the back passenger door. Once it was open, a bald man in a sleeveless shirt and pants came out and looked around.

"Disgusting." He commented. "Where is he?"

"He said he'd be here." the other man replied.

Just then, Vulture landed on the edge of the docks, his wings folding in as he walked forward.

"Alexi Sytevich, welcome." Vulture addressed. "Glad you could make it."

"You have what was promised, da?" Alexi asked.

"See for yourself," Vulture replied.

He stepped aside, revealing a white truck with a tarp over the bed. Alexi went over to the truck and pulled the tarp off, revealing the weapons inside. Alexi smiled in response.

"I like," Alexi commented. "I like a lot."

"I trust you've brought our agreed-upon price." Vulture assumed.

Alexi nodded, then snapped his fingers. One of his men came forward with a black suitcase. Vulture opened it up to see a large amount of money inside, much to his delight. Just then, a web shot itself to the back of the case and yanked it away, spilling the money out as it streaked into Spider-Man's hand as he clung to the side of a shipping container.

"Yoink!" Spidey let out before leaping down to the ground. "Sorry guys, but this a strict no soliciting zone. I'm gonna have to ask you to leave."

Alexi's men immediately opened fire on Spider-Man, causing him to leap into the air and onto the side of another shipping container. He then fired two web shots at the barrels of the guns, clogging them up. As the men tried to pull the web off, Spider-Man swung down and kicked one goon in the chest before punching another, knocking them to the ground. As the goons fell, one of the guns fell near Alexi. He quickly grabbed it and fired at Spider-Man. Spider-Man leaped around, dodging every bullet before finally reaching Alexi. He then knocked the gun out of his hand and webbed one of Alexi's hands as he tried to punch him. He then webbed his other hand and for good measure, webbed his pants down to his ankles.

"You might feel a little drafty for a while," Spidey commented as Alexi screamed in fury.

"I kill you, Spider!" Alexi yelled.

"Take a number," Spidey remarked before turning to Vulture. "Speaking of which…"

He shot a pair of webs at Vulture, aiming for his wings. They connected as Vulture tried to fly off. Spider-Man quickly stuck to a nearby street lamp, trying to halt Vulture's assent. Vulture pulled hard on one of his wings, using it to sever the web on the opposite wing, causing Spider-Man to fall back slightly. Vulture then flew up, carrying Spider-Man along with him. After flying up a distance, he whipped down in an attempt to through Spider-Man off. It worked and Spider-Man went flying into the air for a bit before falling back towards Vulture. Vulture tried slashing at Spider-Man, but he grabbed the edge of the wing and flipped over it, landing on the other wing.

"That the best you got, Vulture?" Spidey jeered.

Vulture went wide-eyed in response before using his free wing to try and slap Spider-Man off. Spider-Man then leaped off the wing and onto Vulture himself, punching him in the helmet. Part of the helmet broke off, exposing a bit of his face underneath before Vulture used his wing to grab Spider-Man from behind and tossing him off towards the roof of a nearby building. As Spidey went crashing into a building, Vulture flat-out bolted from the scene, disappearing from the scene. Spidey went to follow, his ribs screaming at him, but then he caught a glimpse of what he had landed on. A sense of horror and anger washed over him as he realized he's crushed his camera.

"Aw man, my camera!" Spidey let out, picking up the pieces. "Perfect."

The next day at Midtown High, Peter stretched out his aching muscles as he walked toward his locker. As he reached it and began opening it up, Harry walked up to him with a rather irritated expression on his face.

"Dude, where were you last night?" He asked.

"Last night?" Peter repeated before realizing what he meant. "Oh man, last night! Harry, I am so sorry. Things got crazy last night, and I just kinda crashed afterward."

"You know this test is important to me, man." Harry reminded. "Maybe I should just ask Gwen."

"No, I can help." He insisted. "Tell you what, how about I make up for it tonight? You game?"

Harry sighed in response.

"Alright." Harry agreed. "Just, try not to leave me hanging this time."

"Count on it," Peter promised as Harry went off.

Peter then returned to opening his locker and grabbing some books out of it, only for his arm to start flaring in pain.

"Ow." He muttered. "Man, vultures really did a number on me. The next time I see him is gonna be-"

"Pete!" Gwen called out, walking up to him. "Where the heck have you been? I tried to reach you all day, yesterday."

"Sorry, I was held up by with other stuff," Peter explained.

"You mean like selling pictures to the Bugle?" Gwen guessed, holding up a newspaper with a picture of Spider-Man fighting Max.

"Uh, yeah," Peter confirmed. "The Bugle kinda gave me a freelance job,"

"Well I'm happy for you," Gwen told him, lowering the paper. "But you need to know that the thing Spider-Man fought is Max."

"What?!" Peter let out.

"There was an… accident at the lab the other day," Gwen explained. "Max is altered. He's not in his right state of mind."

"Aw, man." Peter lamented. "Is… is there anything we can do?"

"I don't know," Gwen admitted. "We can ask Dr. Octavius when we come in today."

"Alright." Peter agreed.

At the Parker residence that afternoon, Aunt May was going over the bills when Peter entered the room.

"Hey, Aunt May." He greeted. "Everything ok?"

"Fine Peter." She reassured. "Just trying to pay the bills. Or rather, figure out which ones I can hold off paying."

"Then I'd suggest none of them," Peter replied, placing a stack of cash on the table.

"My word…" May let out. "Where did you get this?"

"The Bugle paid me for the photos I took of Spider-Man," Peter answered. "I'm a freelance photographer for now, but that means I've got money coming in, money to help pay the bills."

"Peter, you shouldn't have to worry about that." May insisted. "I'm the one who's supposed to be taking care of you, not the other way around. Besides, you don't even have a proper camera."

"Maybe not," Peter admitted. "But Uncle Ben once told me that a man needs to honor his responsibilities in life, and right now, you're one of mine. Please, Aunt May, let me help."

May met his eyes, then let out a sigh.

"Very well." she allowed. "But under one condition. You keep half of your paycheck for yourself."

Peter let out a sigh in defeat.

"Fine." Peter relented. "For you, Aunt May."

May smiled, then stood up and pulled him into a hug.

Norman's emotions were still running rampant when he returned home that night. He closed the door a little harder than necessary, stopping when he found a pissed-off Harry pacing in the living room.

"You seem troubled, son," Norman noted.

"Troubled?" Harry repeated. "Yeah, kinda an understatement. I failed my calc test cause Pete abandoned me. Flash's crowd won't cut me a break-"

"Enough!" Norman proclaimed. "There's nothing I hate more than whining."

Harry was taken aback by his father's harshness but said nothing as Norman stepped forward.

"Peter's not the reason you failed," Norman told him. "You wanna pass tests, study. You wanna become popular, be popular. Harry, life's pretty simple. When faced with adversity, you cowboy up and do what you have to do."

With that, Norman walked towards his personal study, leaving Harry alone to ponder his father's words.

"Yeah…" he let out. "Think I'll just do that."

At Oscorp, Professor Stillwell was in his lab, going over some data when Osborn entered.

"Professor Stillwell." He addressed, gaining his attention.

"Mr. Osborn!" Stillwell let out. "I heard what happened with the Vulture. Are you alright?"

"Just fine," Osborn reassured. "But I want to talk about you."

"Me?" Stillwell asked.

"Yes, you… and your creation of Gargan." Osborn replied.

Stillwell blanched, stumbling backward as his tongue suddenly turned to lead.

"Gargan?" Stillwell stuttered. "Sir, I can assure you he isn’t ready yet-“

"No need to be modest, Professor." Osborn cut off. "I was quite impressed by your craftsmanship."

Stillwell was genuinely surprised by Osborn's reply.

"You… you were?" Stillwell inquired.

"Yes, and I wasn't the only one," Osborn answered. "Come with me."

Stillwell followed, somewhat terrified of the consequences of disobeying.

After a few minutes, Osborn opened the door to a conference room, where Stillwell walked in and saw, to his shock, Hammerhead sitting in one of the chairs.

"No need to be bashful, Professor." Osborn insisted. "Take a seat."

"But that's…. That's Hammerhead." Stillwell told him. "Doesn't he work for-"

"Hey!" Hammerhead cut off. "We don't use his name. Call him the Kingpin."

"R-right." Stillwell stammered. "But what does the Kingpin want with me?"

"Why not ask him yourself?" Hammerhead remarked, hitting the speaker on the conference phone. "We're all here, boss."

"Thank you, Hammerhead," Kingpin replied. "Professor, Mr. Osborn, I'll cut to the chase. I was very impressed with the work you’ve done on Gargan. I would very much appreciate it if you could make more like him."

"More?" Stillwell repeated. "Why?"

"Simple. Misdirection for the Spider-Man." Kingpin elaborated. "When Spider-Man clashes with the likes of the Vulture, and others out there, he's too busy to interfere with my work."

"And if we were to make more of these, well, 'supervillains'," Osborn spoke up. "What would be in it for Oscorp?"

"Ample funding, and an unlimited supply of human guinea pigs for your more… questionable experiments." Kingpin offered. "I'm even willing to throw in something my boys have been working on for a while. I'm certain it can help with your… headaches."

Osborn just glared a bit before maintaining his composure.

"When would you like the first product?" Osborn asked.

Chapter Text

At Oscorp, Jameson and Gargan walked through the building toward Stillwell's lab. As they walked in, Stillwell got up from his lab table to greet them.

"Mr. Jameson, glad you could make it." He greeted. "I've made all the arrangements you asked for."

"Are you certain this will work?" Jameson questioned. "I'm putting a lot of money into this, and I want to make sure I'm gonna see results."

"I promise you, Mr. Jameson, I have everything in hand," Stillwell reassured. "Let me show you."

Stillwell walked over to a nearby chamber and pressed a button, opening it up and revealing a green bodysuit with a large tail attached to it that had a small blade on the end.

"This battle suit contains several micro injectors of scorpion DNA," Stillwell explained. "Once your friend puts on the suit, the DNA will be filtered into his bloodstream. Then, to stimulate the proper muscle growth, he will then be saturated with low-level radiation."

"Radiation?" Gargan repeated. "Ain't that stuff dangerous?"

"In large quantities, yes," Stillwell confirmed. "But these will just be enough to charge the Cross-Species serum."

"Come on, Gargan, this is what you said you wanted." Jameson reminded. "Don't tell me you're wussing out now."

"Not wussing, JJ." Gargan insisted. "I just don't wanna end up like some kind of freak or something."

"I assure you, the process is entirely safe," Stillwell reassured. "You'll be as much of a man as you are now, just with the strength needed to take Spider-Man down."

Upon hearing these promises, Gargan steeled himself.

"Alright then." He replied, stepping forward. "Let's do this."

Nighttime in New York was quite rarely peaceful. Luckily for Peter, tonight was one of those rare nights. He met up with Liz at the local diner for what was supposed to be a study session. However, the textbooks had been set aside as Liz listened to Peter tell her a cliff notes version of the Vulture incident. While he left out many of the details, as well as the true nature of the Vulture, Lizard, it was still good to talk about what had happened.

"Wow," Liz replied. "That must suck."

"I had hoped that my position with Oscorp would help me out in the future," Peter admitted. "Dr Octavious gave me a job though. He did what he felt needed to be done, and what was best for his family."

"Well, hopefully, something will turn up for you, Peter," Liz told him. "Besides, you do still have your freelance position at the Bugle to fall back on."

"Which I am super lucky to have." Peter shared. "It's keeping a roof over my and Aunt May's head for a while longer."

"Sometimes, that's all you can hope for," Liz said. "But we've gotten off topic. We need to get back to biology or else I can kiss my B+ scores goodbye."

"Hey, you're not gonna go down in the grades," Peter reassured. "You're smart enough to get this stuff down."

"Only thanks to the best tutor in all of New York," Liz replied with a smile, grabbing her textbook.

Peter couldn't help but chuckle as they got to work, unaware that they were being watched by someone in a booth not too far away from them.

After their study session wrapped up, Peter walked Liz home. They chatted amicably, exchanging small talk and just enjoying each other's company. However, Peter's mind was abuzz with activity, his thoughts centered around the girl walking beside him, and how much he cared for her.

Peter took a deep breath before turning towards Liz.

"Uh… Liz?" Peter mustered.

"Yeah?" she asked, looking up at him.

He went to say something but felt his spider senses going off. He turned, seeing a man quickly duck into an alley. His eyes narrowed and he turned back to Liz.

"I just remembered I promised my Aunt May I'd pick up some eggs from the supermarket on my way home," he told her. "I need to head off if I want to make it before closing."

"Uh.. ok then," Liz replied, a little confused. "Go ahead."

"Ok," Peter replied before heading off. "See you at school!"

Liz waved goodbye, then continued on her way. After quickly ducking into a nearby alley, Peter changed into his Spider-Man costume and got on the hunt for whoever was following him.

"Just great." Spidey lamented. "I'm three seconds from asking Liz Allen out and I get alerted to Peter Parker having a stalker."

He shot a web at a nearby wall, swinging himself up and onto it.

"Is he after me for my money?" He wondered before chuckling. "If he found any on me, I'd probably split it with him."

Just then, his spider-sense started going off again, prompting him to leap off the wall before it inexplicably exploded. As Spider-Man landed on the adjacent wall, he saw four goons in ski masks coming out with several bags of stolen jewels.

"Somehow, I get the feeling this isn't a class ski trip," Spidey remarked, swinging after them.

As the thugs continued to run, a web caught one of them on the leg, yanking him into the air. The others turned around to see their friend missing.

"Where the heck is Lou?" One of them asked.

"Well, well." Spidey let out, lowering himself towards them. "If it isn't a meeting of the diamond lovers of America. Me, I'm more of an emerald fan myself, but I admire your commitment."

"It's Spider-Man!" The second goon exclaimed.

"Spider-Man?" Spidey let out in mock surprise. "Where? Where? Oh, I just get so flustered when I meet a celebrity. I just never know what to say."

"How about, goodbye." the third goon suggested, aiming his rocket launcher at him.

He fired, but Spider-Man swung out of the way just in time. Spider-Man quickly shot a web at the launcher and flung it out of his hands.

"Come on!" The first one cried out. "It's three against one!"

"That it is." Spidey agreed, webbing them all up by their ankles and suspending them from a lamppost. "You really should have bought more guys."

At that moment, police sirens filled the air, prompting Spider-Man to take off. As the cop car came to a stop, Officer Davis got out and saw the criminals dangling from the lamppost.

"Not again." Davis let out.

A few feet away, Spider-Man recovered his camera, checking the shots with a smile.

A few minutes later, Gargan was in the suit, it barely fitting him in the slightest, and standing in the chamber. Stillwell then pulled a lever and beams of radiation shot out into the chamber. The beams seemed to be nothing at first, but then, Gargan started grunting in pain. His muscles started enlarging, slowly filling out the form of the suit. As his size began to grow, his cries of pain began getting louder, much to Jameson's dismay.

"Stillwell, what's wrong with him?" He demanded.

"He'll be alright," Stillwell reassured. "His body is just adapting to the new DNA sequencing being introduced to his body. Once his body is adjusted to it, he will have the proportionate strength, speed, and agility of a scorpion."

"I've been meaning to ask about that," Jameson told him. "Why a scorpion of all things?"

"Simple," Stillwell replied. "The scorpion is a natural predator of the spider. What better creature to catch a spider than one that preys upon it?"

"When you put it like that…" Jameson responded.

"It's done," Stillwell spoke up, pulling back on the lever and killing the radiation.

Once the radiation died out, Gargan stood up, filling out the suit and stretching his arms to get a feel for his new strength.

"How do you feel, Gargan?" Jameson asked.

"Feelin' alright." Gargan replied, looking down at himself. "Actually, better than alright. I feel great!"

He then swung his tail around, smashing a nearby table. The action brought a smile to not only his face but Jameson's and Stillwell's as well.

"Satisfied, Mr. Jameson?" Stillwell asked.

"Very much so," Jameson replied gleefully. "Spider-Man will, at last, meet his match."

Later that day in the city, Spider-Man was swinging around, racking his brain on how to solve his date problem.

"I love Aunt May to be sure, but the last thing I want is to go to Homecoming on a blind date with ms. wonderful personality." Spidey commented before shivering mid-swing. "Besides, I've got enough girl problems with how lousy my attempts to ask Liz have been,"

As Spider-Man continued swinging, he was unaware of a helicopter following him from a distance.

"We got him, JJ." The pilot replied. "Heading due south on 3rd street."

"Perfect," Jameson replied before taking out a radio. "Get ready, Gargan."

"I hear ya," Gargan replied.

"Hey Liz, wanna go to the dance with me?" Spidey pondered while swinging. "Nah, too abrupt. Liz, hey. Kinda out of nowhere, but I was kinda hoping… no no, that just sounds pathetic. Liz, how about you and me hit up the dance? We'd be the talk of the town… ok that just makes me sound like a tool. Come on Parker, you can figure this out. There's no reason to-"

Just then, his spider-sense started going off out of nowhere.

"Spider-sense?" Spidey let out. "But what could-"

Just then, his web line was cut, and he was sent plummeting to the rooftop below. Fortunately, he managed to flip around and land on his hands and feet. Before he could make another move though, he was greeted by Gargan fully decked out in his scorpion suit.

"Who the hell are you supposed to be?" Spidey questioned.

"The names Scorpion." He introduced. "And I'm the guy who's finally gonna take you down."

"This is a joke, right?" Spidey commented.

He was quickly answered by Scorpion swinging his tail down at him, causing him to leap out of the way and onto a nearby wall.

"O...kay this is not a joke," Spidey replied. "Hey pal, Fantastic Four auditions are three blocks over."

Scorpion just swung his tail at him again, forcing him to leap onto a nearby water tower for leaping higher onto a wall. Once Spider-Man clung to it, he looked down to see Scorpion's next move, only to see he had disappeared.

"Huh?" Spidey let out. "Where'd he go?"

"Look!" Scorpion called out, causing Spider-Man to look up and see him clinging to the wall just above him. "I'm stronger and faster than you!"

"Hey! Wall crawlings my shtick!" Spider-Man called out as he chased him up the wall. "You start spinning a web, and I'll sue!"

"Oh, don't worry." Scorpion replied, reaching the roof first. "I got plenty of my own tricks."

He then thrusted his tail forward, allowing it to shoot out some green substance. Spider-Man leaned far back, barely dodging the stuff as it landed on the top of the water tower and actually ate through it.

"Highly corrosive acid," Spidey noted. "This guy isn't playing around."

Spider-Man continued his ascent upwards and leaped towards Scorpion, only to get batted aside by his tail. Thinking fast, Spider-Man flipped in the air and shot out a web line, trying to swing away. Scorpion retaliated by shooting some acid at his web line, severing it. Spider-Man fell towards the streets for a bit, before grabbing a nearby flagpole and flipping onto it.

"Come on, ya overgrown iguana!" Spidey taunted. "Let's take this where it's just you and me!"

Spider-Man then leaped onto the wall and began running across it, prompting the Scorpion to leap across, landing on the ledge of the building and following him.

"You're dead meat, little man!" Scorpion swore.

Scorpion shot his tail out, wrapping it around Spider-Man's leg and slamming him onto the ledge. Spidey grunted as he landed, seeing the supervillain looming over him. Thinking fast, he shot out a web that covered his eyes, disorienting him enough to loosen his grip on his leg and flip backward. As Scorpion pulled the web off his face, he swung his tail at Spider-Man, forcing him to duck.

While all this was going on, Jameson was watching the battle from his copter.

"Come on, Gargan!" Jameson called out. "You can beat him! Don't let up!"

Hey, who's doing this fight?! Me or you?!" Scorpion cried out, much to Spider-Man's confusion.

"Don't tell me you're one of those costumed nuts with a guy in the chair," Spidey remarked. "So, who's coaching you on the other end? Blonde computer nerd? Team of young lab geniuses led by a scientist in a wheelchair?"

"Wouldn't you like to know?" Scorpion remarked, swinging his tail at him again.

Spider-Man backflipped out of the way, but the strike caused part of the ledge to break off, sending several pieces of debris flying down to the street. Spider-Man thought fast, shooting a massive web down to catch them all before they hit anyone. Just as Spider-Man attached the web to the ground, Scorpion ran forward and tackled Spider-Man off the ledge and onto a neighboring rooftop. As they tumbled onto the ground, Scorpion threw Spider-Man against a nearby wall before grabbing him by the tail and smashing him into the ground. Spider-Man shook his head as Scorpion picked him up again. Spidey wasted no time webbing Scorpion, ensnaring him and allowing him to let Spider-Man go.

"No, you idiot!" Jameson cried out in annoyance. "You're doing it all wrong!"

Hearing Jameson's comments, Scorpion tore his way through the webbing, snarling in anger.

"Sounds like I struck a nerve," Spidey noted.

Scorpion swung around and hit Spider-Man with his tail, knocking him into a nearby water tower. Turning around and seeing Spider-Man trying to pick himself up off the ground, he sprayed acid at the water tower supports, melting them away. Before Spider-Man had a chance to move, the water tower fell on top of him, shattering open and spilling water out into the streets. The citizens below ran for cover as Spider-Man lay unconscious on the roof. Scorpion laughed maniacally in response, overjoyed by his success.

"How about that?!" Scorpion proclaimed. "I defeated Spider-Man! He is beaten, taken out, but the one, the only Scorpion!"

"Quit stalling, Gargan!" Jameson snapped. "Unmask him! I want to see who that menace REALLY is!"

"Yeah, yeah." Scorpion replied. "Keep your flat top on. I'm going-"

Before he could finish, he felt his body flare up in pain. He held his sides as he keeled over, letting out a painful moan.

"What the…" Scorpion let out. "What's happening to me…?"

"What are you waiting for, Gargan?!" Jameson called out. "Unmask him already!"

Scorpion didn't respond, he was still holding his sides feeling pure agony.

"This suits killing me!" He let out. "I gotta get it off."

He tried removing one of the gloves, but it wouldn't budge.

"What the…" He gasped.

He then tried removing the helmet, but it seemed stuck tight. Up in the copter, Jameson was getting impatient.

"Bring me down." He told the pilot. "I'll unmask him myself."

The pilot nodded and began lowering the copter. Scorpion looked up at the copter and began feeling enraged.

"You… you never said this would happen!" Scorpion cried out.

He then swung his tail at the copter, hitting the rotor. This caused the copter to begin spinning out, making a slow but still deadly descent to the ground.

"Can't you get control of this thing?!" Jameson demanded of the pilot.

"No, he took out our tail!" the pilot shouted. "We're going down!"

The copter skidded along the street as it touched down on the ground. The copter then collided with a nearby car before coming to a complete stop.

Back up top, Scorpion felt his body begin to flare up again. He dropped to his knees and held himself up with one hand as he grunted in pain.

"Stillwell…" He muttered. "He'll know how to fix me."

With that, he ran towards the edge of the roof and leaped off, leaving Spider-Man alone with an aching head as he pulled himself up.

"My… everything hurts…" He let out. "Hey, where'd tall, green, and ugly get to?"

He looked around for any sign of the Scorpion, but there was none to be found.

"Wonder what made him take off when he had me down for the count?" Spidey pondered as he shot a web and swung off. "Well, as much as I'd like to never see him again, better find him before he hurts anyone else."

Out in the city, Spider-Man continued his search for the Scorpion, but his search was coming up empty.

"Still no sign of Scorpy." Spidey lamented. "You know, it's times like these where I miss the days when my first instinct was to run away from the guys who tried to kill me."

As he landed on the edge of a rooftop, his cell phone started going off. He took it out and saw that Liz was the one who was calling.

"Liz?" Spidey let out, surprised. "Wonder what she wants."

Spider-Man then lifted his mask above his nose before answering so he could be heard clearly.

"Hey Liz, what's up?" Peter greeted. "Forget something from our last session?"

"No, actually I wanted to ask you something," Liz replied.

"Uh, sure what?" Peter responded.

"I was wondering… think we could… I don't know, hang out sometime?" She asked. "I mean… there's Homecoming coming up… for example."

"Wait, are you asking me out?" Peter questioned for clarification.

"No!" Liz let out. "Well, yes… if that's okay with you. I'd understand if you-"

"Yes!" Peter exclaimed. "I mean… yeah, that be great. Maybe before the dance, we could… grab a pizza or something sometime?"

"That… That sounds amazing." Liz replied. "I'll buy though. I know money's tight for you."

"I appreciate the concern," Peter replied, casually looking down at the street and seeing the Scorpion on a TV display in an electronic store window. "Uh, Liz, something just came up. Think we can schedule a place and time for that pizza later?"

"Sure," Liz replied. "I'll talk to you later, Petey."

Later Liz." Peter replied before handing up. "Did she just call me Petey?"

The Scorpion dropped down, clutching his stomach, as he looked in a mirror. He had called Jameson and Stillwell to meet him at his apartment, because there was some nasty symptoms that cropped up every so often and his face was even more disfigured. It appeared that he was mutating out of control and he burst through the doors and up towards where Stillwell and Jameson were waiting.

"Look at this, look at my face," Gargan said in a crazed voice. "I'm getting uglier by the moment…"

"An unintentional side effect, the scorpion DNA is assimilating with your human DNA a bit more than I had intended," Stillwell said. "It will take some getting used to, but you'll learn to adapt."

"Adapt, adapt, I didn't sign up for this!" Gargan shouted as he rushed forward, in an attempt to grab Stillwell but he managed to hold his temper.

"Listen here Gargan, you signed up for revenge on Spider-Man and you didn't accomplish that either!" Jameson boomed. "The web head was supposed to be finished with the power you were given."

"What?" Gargan demanded. “I beat him and he splattered onto the concrete, there's no way the web head can be alive."

"The photos in the Daily Bugle say differently, you incompetent buffoon," Jameson said but Gargan reached forward, grabbing the loud mouthed publisher by the throat and began to squeeze tightly.

"Listen here, Jonah, I'm not one of your copy boys that you can push around," Gargan said with a snarl. "I HAVE REAL POWER! I could kill you easily, both of you in fact, it wouldn't take much."

"Now, let's not be hasty," Stilwell said but Gargan swung his tail, knocking a large piece of the wall out.

"Fine me a cure, now or I'm really going to be upset," Gargan said as he dropped Jameson, before he looked at Stillwell.

"The deal was that you were to finish off Spider-Man, do that, and I'll find a cure," Stillwell said and Gargan turned.

"You better not double cross me, Stillwell," Gargan said as he turned, before he smashed through the wall and jumped down.

"Can he be cured?" Jameson asked in an uncharacteristically quiet tone of voice.

"No, it was a one way process," Stilwell said, hoping that he could stall for long enough, to find a way to eliminate Gargan, before he grew too dangerous, powerful and quite frankly unstable.

The Scorpion moved through town, looking for instances of criminal activity. If he found the crime, he would find a way to finish off Spider-Man. Impatiently, he dropped down, causing the citizens to back off, rather fearful.

"Alright, I'm looking for the web creep and I'm going to get very annoyed if I don't find him," Scorpion grunted as he stepped forward, before he whipped his tail around, causing it to smash right into a building, where a crowd watched fearful, but a web shot out, catching the debris.

"Everyone get out right now!" Spider-Man shouted as he swung over. "Man, I thought you were some kind of hero but now you're partaking in behavior that's not very heroic…"

"Shut up, I'm going to make you wish you weren't born," Scorpion said as he swung his tail and nearly smashed it into the brick wall, before he turned and shot a spike from it. Spider-Man barely avoided it. A stream of acid shot towards Spider-Man but he dodged, before he managed to use his strength to pull up a manhole cover. Flinging it like a discus, Spider-Man was stunned when the Scorpion punched it in mid air, denting it, before he dove right at Spider-Man.

"You know, you're taking to this power thing all wrong," Spider-Man said as he shot webbing in an attempt to wrap Scorpion up but he broke it immediately. "You should be using your power for good, you know with great power comes great responsibility, you know all that good stuff."

"It's my responsibility to destroy you, Spider-Man, if I do, I can be back to normal," Scorpion saix as he turned before he attempted stab Spider-Man with his tail but Spider-Man turned, before he shot his webbing around the tail. This proved to be a mistake as his webbing was melted and then Scorpion jumped forward, grabbing Spider-Man by the shoulders and roughly throwing him into the air, causing him to land with a thud against the brick wall. Spider-Man was slumped, knocked silly and Scorpion jabbed his tail right towards Spider-Man, but he just moved out of the way and shot webbing but Scorpion slashed at the webbing, but he slumped forward, clutching his chest. "No, the mutation, it's making me uglier and it's changing me again, I have to get a cure, I can't look like this."

"You know, you weren't much to look at anyway, before," Spider-Man quipped, which enraged Scorpion further, as he swung his tail. The hero blocked the attack, but winced as some of the acid from the Scorpion's tail got on him. Fortunately, his gloves blocked most of the attack, but still he felt a slight burning sensation and was knocked backwards, with a swing from the tail, before Scorpion sprung for the attack, grabbing Spider-Man and roughly shaking him, before he was thrown down to the ground. Spider-Man turned and narrowly blocked most of the blow with Scorpion's tail.

"You can't beat me, law of the jungle, Spider-Man," Scorpion said as another swing with his tail caused Spider-Man flying, before he landed right through a brick wall with a thud. Spider-Man struggled, turning around, but he got knocked around with a couple of vicious punches. "Scorpions prey on spiders, you don't have any chance in beating me, no chance at all."

A stream of acid was released, causing the support beams to snap and a large metal piece of equipment to fall right towards Spider-Man. Spidey turned, weakened, but saw a section of the floor had been softened up because of the acid.

Scorpion stood back, as the dust cleared, with more debris following. He turned, with a nod, there was no way, Spider-Man could have survived that. He turned.

"Stillwell better give me a cure now," Scorpion said as he turned around, as several children looked at him, scared and even repulsed by his not so inviting looks. "What are you brats looking at?"

Stillwell worked, studying the experiment. He would have to find a way to temporarily shut the Scorpion suit down, before he disposed of the creature. Suddenly, the Scorpion dropped down, right beside Stillwell. Stillwell turned fearful.

"I did the job, Stillwell," Scorpion said viciously. "Where's my cure?"

"Working on it, Mr. Gargan, I need more time," Stilwell said but Scorpion grabbed him by the throat, before he smashed him into the wall.

"No more time, cure me now!" Scorpion yelled. “Look at my face, I'm losing my humanity. I don't have much time. I'm becoming a freak even more by the second."

"Listen here, Gargen, you were the one who wanted the power," Stilwell said.

"You didn't tell me the experiment would do this to me," Scorpion argued as he threw Stillwell to the floor, before his tail swung and smashed into Stillwell, sending him flying. Unlike with Spider-Man, who could take the blunt of the blow, Stillwell was slumped down against the wall. Scorpion turned and raised his tail, before he impaled Stillwell with it. His venom pumped right into the scientist, poisoning him. Scorpion ripped the tail from Stillwell's chest a gaping wound, as the scientist did not move. "Jameson, Jameson did this to me as well. I already taken care of you Stillwell and Spider-Man and Jameson, he's next."

Scorpion smashed up the computers in his rage, before he walked off, the lab exploding as he left. The thought that killing Stillwell eliminated any chance in returning to normal only briefly crossed his mind. He would make Jameson find him another scientist or the publisher would pay the price.

The Daily Bugle office was nearing deadline, when The Scorpion smashed right through the front door, as several members of the Bugle looked up in shock.

"M-m-may I help you?" Betty Brant asked in a shaken voice.

"Jameson, where's Jameson?" Scorpion demanded as he reached forward and flipped over a desk. "JAMESON, WHERE ARE YOU?"

"What's the meaning of this?" Robbie asked. "What are you doing here?"

"This is between me and Jameson, stay out of my way!" Scorpion snapped as he stepped forward.

"I'll handle this Robbie," Jameson said as he walked from his office, before the Scorpion rushed forward.

"You're going to change me back, Jameson, find me a scientist, anyone, change me or I'll kill everyone in this building!" Scorpion shouted in a crazed voice, as he shook Jameson madly.

"Look, Gargen, we can talk about this in my office," Jameson said, but Scorpion shoved him down. "Look, the cure, there is none, it's permanent, one way, Stillwell..."

"WHAT?” Scorpion demanded as he raised his tail an attempt to impale Jameson, but a strand of webbing shot out and spun Scorpion around, where Spider-Man stood, facing off against Scorpion. "You? Why won't you stay dead?"

"Just too stubborn, I guess," Spider-Man said as he sprung up, dodging Scorpion. "Everyone get out now, I'll hold him…that means you too, Pickle Puss!"

"Listen to me you disrespectful whelp, this is my office, I call the shots, and…" Jameson said but Spider-Man managed to just barely block an attack from Scorpion, directed right at Jameson.

"No, you won't cheat me, you wall crawling freak!" Scorpion shouted as he spun his tail around, but Spider-Man ducked down and shot several strands of webbing, but Scorpion snapped them, before he leapt up and knocked Spider-Man backwards, causing him to fly right through a glass window, landing him Jameson's office with a thud, as he saw Eddie Brock look up with glee. "I'll be back for you, Spider-Man, right now, Jameson's going to pay right now, for making me like this."

Scorpion grabbed Jameson, the publisher struggled, but the villain leapt out of the window, running quickly to a destination. Rushing inside, Ned Leeds and Robbie looked to pick Spider-Man up.

"I'm fine, the only thing that's injured his my pride," Spider-Man said as he picked up, brushing the glass off of his shoulders, once again counting himself lucky, before he moved to the window that Scorpion and Jameson just left from. "Now, I'd love to stay and chat, but I've got to save Jameson…the things I do in the name of great power coming with great responsibility."

Spider-Man swung out, following Scorpion.

"Gargan have you lost your mind?" Jameson demanded but he looked, as Scorpion's hands had turned into some demented claws, with stingers at the end. He was becoming more deformed and less human by the second.

"I've figured it out, Jameson and there's nothing you can do about it," Scorpion said as he chained Jameson to a pipe, his face growing more deformed, as he looked at Jameson with yellows like eyes. "Radiation turned me into the monster I was, radiation can change me back to normal and that's what's going to happen right now."

"But, millions will be killed!" Jameson shouted.

"It'd make a hell of a news story, though Jonah!" Scorpion yelled, absolutely beyond sanity and reason. "Too bad you won't be around to report it! Because, you'll die first!"

Scorpion looked at the reactor, studying it for a brief moment, not that it exactly mattered with his plans.

"Overloading this thing should be a snap, I'll turn back to Mac Gargan, even if it kills me!" Scorpion cried as he stepped forward, but webbing wrapped around his hands and he was spun around, with Spider-Man kicking him right in the chest. Scorpion bounced back to his feet and turned. His tail swung but Spider-Man leapt up.

"You know, I don't know why you're obsessed with turning back into Gargan, your looks have actually improved," Spider-Man jested as Scorpion charged him but the wall crawler jumped up. The crazed villain smashed right into a door, before Spider-Man swung around and knocked him for a loop with a huge punch. "Then again, with your end of the spectrum of ugly, it's kind of hard to tell!"

"I'll make you pay for what you've done to me!" Scorpion shouted, as he turned his tail upwards and a sickly stream of acid was just narrowly avoided, but Spider-Man dropped down, dodging an attack, before he bounced off the ropes. "A spider can't beat a scorpion but this time I'll put you down for good, and then it's bye-bye for everyone."

A strand of webbing was wrapped around the tail and Spider-Man leapt up, before he managed to pull Scorpion up. The villain hung upside down, thrashing around, as Spider-Man rushed over before he broke the chains holding Jameson.

"Out now!" Spider-Man yelled forcefully.

"You better take him down," Jameson grumbled but he turned around, much to the shock of Scorpion.

"You're actually hoping Spider-Man wins, Jameson?" Scorpion asked.

"Given that you're the alternative Gargan, I would be rooting for Doctor Doom!" Jameson shout loudly. "You're an even bigger menace than the web head is and…he's the only one who might have a chance in taking you down."

"Admirable sentiments, fuzz head, now book!" Spider-Man shouted and Jameson, after shooting one more nasty look towards Spider-Man, left, just as Scorpion freed himself and dropped down. He attempted to impale Spider-Man with his newly created hand stinger claws but Spidey did a back flip and Scorpion was momentarily stuck in the wall. Spider-Man grabbed a fire extinguisher off the wall and swung with all his might, denting it right in Scorpion's head, before he sprayed him with the contents in the object. "This should cool you off."

Scorpion's tail swung and caught Spider-Man, knocking the web head to the ground. He dodged an attempted spike to the chest from the Scorpion's stinger before he wrapped Scorpion against a pole. Scorpion broke out and grabbed Spider-Man before he flung him right inside of the panel to the reactor.

"This time, you wall crawling freak, I'm going to finish you off for good!" Scorpion shouted.

"You're calling me a freak?" Spider-Man asked as he ducked his head, before rolling out of the way of an attack, and a spike shot right at him, narrowly missing shredding his elbow. "Ever take a good look in the mirror lately, Gargan? I mean, you make Vulgure look like a teen heartthrob."

"SHUT UP!" Scorpion shouted as he attempted to destroy Spider-Man with one of his most vicious attacks yet, but he had been lured right into Spider-Man's web and right into his trap.A strand of webbing tucked the release valve. Spider-Man slid out of the way, as liquid nitrogen bombarded Scorpion. Scorpion struggled, but he was cooled down and unable to function. The suit protected him from being killed but he was kept in place.

"Time for you to cool down, Scorpion, you're finished," Spider-Man said as he turned, to contact the proper authorities, as Scorpion offered very little movement, having been frozen in his tracks.

Spider-Man dropped down right in front of Jameson, who watched Scorpion hauled off to Ravencroft for treatment.

"I hope you learned a valuable lesson from this Jameson," Spider-Man said but Jameson slowly turned, as if outraged that Spider-Man dared speak to him in such a tone.

"There wouldn't be any need for Gargan to be turned into that thing, if it wasn't for you, if it wasn't for you, there wouldn't be any of those super villain nutcases!" Jameson bellowed before he added in a slightly lower and quite nasty tone of voice. "Besides, you can't prove anything, Stillwell was killed and the only way you can testify against me if you remove that mask in court."

"Well, I guess I'll stick around, to make your life more interesting," Spider-Man said as he swung off, ignoring Jameson's rants about how he was a menace and a reprobate and all kinds of other comments that he had grown to love from the jolly one.

Chapter Text

"It's the eyes, Love. And the roar." Calypso smiled as she shed her pale leather vest onto the suite's floor. Kraven lay at the head of the bed. His altered body bare above the waist. "The shivers you send down my spine..."

Calypso peeled off a loose silk blouse. Her bare breasts tipped in excited black nipples. Her skirt slithered down her legs like a python. Nothing beneath. Calypso was a wild thing. A thing of beauty. Rubies, like drops of blood, dangled from her ears. Teeth, fangs, danced around her neck on a chain of gold. Gifts and trophies from her love. Candles, black candles with dirty red flames cast haunting lights around the suite. The lion was stalked. The hunter was prey.

Gulyadkin's roar thundered from behind Calypso. The big cat paced as it smelled the arousal in the air. He clawed the carpet until he fell down in a slump. The smell always meant shut up.

"I do not deserve this, my love," Kraven scowled. The unleashed beauty before him was climbing over his body. There was a darkness in her eyes and a warmth. Neither power competed, both implacable, both undeniable. "I am still a failure."

"The prey is still waiting for you, Love." "Calypso's hands slid over Kraven's chest. Her fingers traced muscles, her palms adored his coarse fur. "But I will not be made to wait."

"No," Kraven's leonine smile was hungry, "You will be made to scream."

The man just stood there, staring at the latest news coverage from TV at a local store of the fight Spider-Man got into last night. He’d been out walking, trying to plan his next move, when he’d found it. The story was saying that some were questioning why this large machine only seemed to go after Spider-Man, though others cited that he engaged it first.

He watched as brief footage was played of the fight, observing some of the pictures that were also displayed in the report. On the one hand, what he was seeing excited him even more. The Spider-Man had taken down a much larger and more powerful threat, proving himself not only a powerful warrior, but a crafty and clever one as well. The thrill of the hunt was stronger in him now than before.

On the other hand, the man seethed with frustration as he realized that someone else, though likely unintentionally, was interfering in his hunt. At the same time though, he was chastising himself for not seeing this coming sooner. The Spider-Man had made many, many enemies in his life, so he should have suspected that something like this might come up.

All of this meant one thing: he needed to accelerate his plan.

Tonight, he would introduce himself to the Spider-Man.

At Midtown High, class was letting out for the students. Peter was walking out when Liz came up and hugged him from behind.

"Hey Petey!" she cheered.

"Hey, Liz." Peter greeted, turning to face her. "You always have the peppiest ways to get my attention."

"I'm a cheerleader, what do you expect?" Liz remarked.

"Touche." Peter conceded. "So, my Aunt wanted to know the color your dress would be, so I'd get you the right corsage."

"I'll give you a hint, it's the color of your eyes," she answered.

She gently stroked his thigh as she said this, eliciting a blush from Peter. Before it could go any further though…

"WHAT THE HELL LIZ?!"

Both Peter and Liz turned to see Sally Avril storming towards them.

"What in God's name are you doing with Puny Parker!?" Sally demanded.

"Um… talking to him," Liz answered.

"That don't look like just talking!" Sally snapped. "Please don't tell me you and him are… DATING!"

"So what if we are?" Liz replied. "It just so happens I think Peter is a nice guy."

"He's also a nerd who will ruin your entire social life!" Sally insisted. "You can't be serious about this!"

"I am serious about this!" Liz insisted. "Why does everyone act like spending any time with Peter is gonna brand me an outcast or something?!"

"Because he is!" Sally snapped. "He's a bum who can't even afford to buy kmart clothes!"

"Hey, they're not kmart clothes!" Peter chimed in.

"You stay out of this, Parker." Sally insisted. "You've done enough damage!"

"Lay off, Sally," Liz told her. "Peter and I are going to Homecoming together, no matter what you say."

"Oh yeah?" Sally exclaimed. "And how are you gonna get there? Last time I checked, he doesn't have a car after his uncle-!"

The slap came out of nowhere, Liz's hand connecting with Sally's face. Peter was honestly taken aback by the act. Sally held her face, a dead silence filling the hallway. Everyone that had gathered to watch the action just stared, until Flash himself broke the silence.

"Low blow, Sal," he told her. "That was too far."

"I… I'm sorry." She said quietly, still holding her red cheek.

Liz just glared at her, then took Peter's arm in her own and led him away from the scene.

"Wow, Liz," Peter remarked when they were finally clear of everyone. "That was… wow."

"She had no right to talk to you like that." Liz insisted. "And then she had the gall to say… THAT!"

"Yeah, that was… pretty low." Peter agreed, kissing her hand as she grinned. "Thanks for sticking up for me."

"Any time, Petey," Liz replied, kissing him on the lips gently. "Anyway, I need to get to cheer practice. Coach is probably gonna have me running laps for what happened."

"See ya later then," Peter told her.

She walked off, kissing him again before disappearing.

Later, Spider-Man was swinging through the city, thinking over everything that had happened.

"Man, Liz is so cool." He mused. "I have got to be the luckiest guy in New York."

He stopped on a wall, letting out a sigh.

"Sally did have a point though." He admitted. "How am I gonna get Liz to Homecoming? Limos are kinda expensive and the money I've saved up will barely cover the corsage. What am I gonna do? I can't ask her to take the bus."

The darts came out of nowhere, and if it wasn’t for Peter’s spider senses, he would have been hit. Instead, he found himself jump back and twist around, nearly avoiding the small darts. He turned his head in time to see the darts hit a rooftop boiler and they pierced it with such force that it began spritzing water.

“What the hell?” Spidey remarked, turning back around to face his unknown foe. His eye surveyed the rooftops and fell on a figure crouched on a nearby ledge, its rifle aimed directly at Peter. “Hey! Why don’t you point that thing somewhere else!?”

He heard a click and another dart went sailing in his direction. Spider-Man flipped and deftly dodged it and then using his webs zipped up to the side of the boiler. “Okay, so not taking direction well…. Why am I not surprised?” he muttered.

the figure took a running jump and leapt across the alleyway onto the building Spidey was stranded. The man landed in a crouch and as he stood up slowly, Spider-Man got a full view of his new opponent. Although dressed in wildly flamboyant tight cheetah pants and a vest with the mane of a lion – which Peter, if he could guess, were probably real animal furs – as massive as his lack of sympathy for the plight of African animals. His thigh muscles and biceps protruded from his body in large round bulges, and his perfectly proportioned ab muscles climbed up his stomach to his thick neck and long brown head of hair. Peter took a pause to scrutinize this new villain that seemed to pop up out of nowhere.

“Uh, Dude, do you know you have a dead lion on your body?” He called out to the man. “I mean, cause… you think I’m mean, wait till you meet PETA man…”

“They said you liked to talk, but I prefer to silence my prey quickly,” the man replied, loading his weapon up to his shoulder and taking aim.

“They? Well, did they tell you that a bullet doesn’t stop me that easily?” Spider-Man replied, and his head started ringing just as the man pulled the trigger. Spider-Man launched off the boiler and shot his webs at the gun to pull it from his hands. However, the man was quicker and stronger than Spider-Man expected and he clutched the gun tightly and tugged in the opposite direction he was and the force threw Peter forward into the ventilation duct. It caved under Peter’s weight and he groaned as he tried to come out of his fall quickly. “Not cool,” Peter muttered, using his webs to pull himself up. “So, instead of shooting at me, why don’t we try some introductions?!” Peter exclaimed as he launched himself feet first at the man, hitting him square in the chest.

The man stumbled back, which gave Peter time to jerk the gun from his hand once again, and this time he was able to and threw the gun off the side of the building. “Wow, you took that like a champ!” Peter called out to him, vaulting over the man and shooting out his webs to try and detain him, but the man dove and rolled out of the way right toward Peter and grabbed his foot and dragged him down. Peter’s back hit the ground, knocking the air out of his lungs. His chest ached even more as the heavy-booted foot came down up on it.

“You want an introduction? I am Kraven the Hunter. I hunt the most dangerous game in the world…. And you’ve become my number one target,” the man sneered through his goatee.

“I think there’s a compliment in there somewhere,” Peter said in a strained voice, grabbing the mans’ boot. “Look, I have a very important date so if you could just get off of me that would be great!” He used his strength to launch the man in the air, but all it did was toss the man backward, and he was able to gain his footing easily, pulling a long sheath knife from his belt. “Yikes knives, I’m trembling!” Peter said using his webs to try and unarm the man once more.

Kraven was quicker and rolled out of the way, the roll helping him to his feet. He barreled toward Peter and lunged, knife directed at Peter’s chest.

Peter was much better at hand-to-hand combat than he was three years ago, but this man was trained in ways Peter never knew. He fought with a brutal passion and keen intellect of a trained hunter. Peter was finding it hard to subdue him, and could feel himself getting exhausted.

“For such a superior creature, I find this whole fight very elementary. I’m beginning to wonder if you truly are such a deadly foe,” Kraven taunted as he caught Peter around his throat and held him up.

“I’m just getting started, wait till you see my Jason Bourne moves!” Peter exclaimed, kicking Kraven in the chest.

Kraven grunted and loosened his grip and Peter dropped out of it and as he turned to escape, Kraven managed to slash him right in the arm. Peter cried out in pain, glancing at the freshly made wound on his upper arm.

“Man, I just fixed this suit too! Not cool!” Peter launched a web grenade at Kraven and it hit him square in the chest knocking him back against the rooftop door, trapping him against it. Peter jumped over to him and stood in front of him his arms crossed in triumph. “Okay, Daniel Boone, now that we can take a moment to chat, who are you again and why are you attacking me?”

Kraven chuckled low and peered up at Peter from underneath his long, mangled hair. There was a gleam of mischievous insanity in his eyes that made Peter guarded. “You think you’ve caught me, Spider-boy?”

“Uh, it’s Spider-Man, actually, and yeah, I think I di - ”

His spider senses started blaring in his head and he jumped out of the way just as a small landmine went off two inches from where he stood. He could feel the shards of the metal scrape against his body, breaking through his suit as he flew up and away from the blast. He barely landed on the edge of rooftop, faltering slightly. His head was buzzing from the blast, his skin burning from all the tiny fresh wounds on his arms and legs. As his eyesight came into focus, he saw Kraven, who had somehow escaped from his webs, lunging at him with his blade raised, a warrior cry upon his lips. Peter’s eyes widened and he took two steps backward and free-fell off the roof, waiting until the last minute to release his webs.

He glanced back at the man who started running across the rooftops after him. After about a mile, Kraven disappeared from Peter’s view, but he didn’t slow down.

The next morning at the Parker residence, Peter had just finished getting dressed for school, rubbing his arm in slight pain.

Once he was comfortable with his limb, he went out of his room and down the stairs towards the door.

"Hold on a minute, Peter." Aunt May called out.

Peter froze in his tracks as he turned towards Aunt May.

"Uh, what's up, Aunt May?" Peter asked. "Kinda on the way to school."

"I know, but there's something we need to discuss," May told him, gesturing to the table in front of her. "Please take a seat."

Peter sat down, still a little confused as to what this was all about.

"I understand that you're getting older, and that with your new job with the Bugle, you've been away from home more." May began. "However, with everything that's been going on, I don't feel safe with you wandering around the city at all hours of the night. That's why I'm establishing a curfew."

"What?!" Peter let out. "But-"

"No buts, Peter." May cut off. "You will be home by 10 o'clock, but if you will be late, you can call me. However, it must be before 10 so I'm not worried.

Peter just sighed in response, seeing he couldn't win this.

"Alright." He relented. May sighed, taking his hand.

"This isn't a punishment, Peter," she assured. "I'm just worried about you is all. You're all I have left."

"I know," Peter replied, getting up and hugging her.

May returns the hug in kind, holding him tightly.

"Alright, now you better get going." She told him. "Don't want to be late."

Peter grabbed his backpack, then headed out.

Norman Osborn sat in his office as Fisk faced him there, towering over him.

“We need to talk,” Fisk said.

“Look, I know that you’re displeased,” Norman replied, already feeling like he was on the verge of begging.

“Whether I’m displeased matters less to you than what Kraven thinks,” Fisk interrupted him, his tone stern and direct, “and as you can imagine, he is very frustrated with your failures so far, Mr. Osborn. He’s been reconsidering whether you’re capable of living up to your end of the bargain or not.”

“It was my idea to hire him,” Norman reminded Fisk. “I’m sure that if we give Kraven one more chance, he’ll take Spider-Man down for good. Still, with the number of these Manhattan brawls growing, it may be best to let things cool down. Before people start asking questions."

Fisk suddenly grabbed Norman's arm.

"We cool off when I say we cool off," He insisted.

Norman looked down at the gesture and scowled.

"And if I refuse?"

"You won't. Not unless you want people to know who made Scorpion and Rhino in the first place. For that matter.”

"Please. There's nothing that can trace them back to me."

"Really? Tell that to Stillwell."

Before Norman could answer, the door to his office opened.

"Hey Dad," Harry spoke up, entering the room. "Just wanted to let you know I'll be back late tonight. Gwen and I are going to a movie and-"

"Harry!" Norman snapped. "Can't you see I'm in the middle of a meeting? Get out!"

"Right…" Harry let out, feeling dejected. "Sorry."

At Midtown High, Peter walked down the halls toward his locker, his conversation with Aunt May still on his mind. Peter made it to his locker, grabbing the books he needed before closing it. As he did, he saw Harry at his locker, rooting around inside. Taking a breath, he walked towards his best friend.

"Harry," Peter spoke up.

Harry looked over at Peter, his expression unreadable.

"Hey, Pete." He greeted.

"Hey. look, about the whole calc test thing," Peter began to plead. "I'm so sorry about that. I made you a promise, and I blew it. I know you probably think I'm a complete jerk."

Harry chuckled slightly.

"Dude, I'm over the calc test." He assured Peter. "Honestly, I could have studied on my own, and I probably should have. I shouldn't have put so much pressure on you."

"So, are we cool?" Peter asked.

"Yeah, we're cool," Harry assured him. "Besides, thanks to you I got to dance with Liz Allen. We're even meeting up for coffee on Friday."

"Wow." Peter let out. "That's… great. Let me guess, you bonded over my idiocy?"

"Kinda, yeah," Harry admitted with a shrug.

"Eh, my own fault I guess," Peter admitted.

"Attention, students." a voice over the PA announced. "Coach Smith here with a quick announcement. After the injury of our starting tide end, and the academic suspension of our backup, the Midtown Mustangs will be holding three days of tryouts, starting this afternoon."

"Aw, sweet." Harry let out. "That's just what I need."

"Wait, you're actually going to try out?" Peter questioned.

"Why not?" Harry replied.

"Do the words 'slaughtered' or 'mangled' sound familiar?" Peter answered.

"Come on, cut me a little slack," Harry remarked. "If you're that worried, why not try out with me?"

"Thanks, but I'll pass," Peter replied before realizing his choice of words. "Uh, no pun intended."

Harry just snickered.

"No prob, though could you at least come to support me?" He asked. "I'd appreciate it."

Peter thought for a moment, then came to a decision.

"Alright, Harry." Peter agreed. "I'll be there."

"Great!" Harry declared.

That night, Spider-Man swung throughout the city, shooting himself straight into the building through a broken window. He then quickly made his way towards the more damaged parts of the building, trusting his spider sense to alert him of any potential danger that might arise due to the building’s already compromised integrity.

Eventually, after calling for anyone, he found a couple people trapped beneath some rubble.

“Thanks again, Spidey,” the man said. “I know as a force we don’t always show it, but a lot of us really do appreciate you.”

That was when he saw him. He was a decent distance away, though not so far that someone was enhanced vision couldn’t easily see standing at the top of a nearby building. From his high perch, the man in the lion vest was staring down at him.

“Excuse me officers,” Peter then said, moving away as he excused himself, “I think my spider sense is tingling, so I better find out why. Goodnight!”

By the time he fired his first web, Peter could see that Kraven had already disappeared from the spot that he had just seen him at. He couldn’t have gotten far though, so Peter scrambled up multiple webs as he made his way to the rooftop in question. He was determined to catch Kraven now more than ever. The fact that he was willing to endanger civilians in this insane game of his proved he was more dangerous than Peter had given him credit for initially, so now it was time to end this.

Once he got to the roof, he could see the figure of Kraven leaping a few buildings further down. He raced towards him, leaping and occasionally yanking himself forward via web lines. It didn’t take him long to finally catch up with his target, leaping onto him and sending them both crashing into a nearby building. Peter tackled Kraven as they both rolled against the ground, but the man managed to pin him and stick something to his chest. Peter ripped it off just in time to realize that it was a flash grenade but couldn’t get rid of it before it went off. A quick but very bright flash of light engulfed Peter’s vision, making him cover his eyes. The fullness of the light quickly relented, but he still struggled to see much as he initially got up.

Suddenly, his spider sense went off, and he only barely got out of the way of........whatever it was that shot at him from his backside.

“You continue to impress, Spider-Man,” came Kraven’s voice from who knows where in the building. “Even without your sight, your sixth sense does not fail you.”

“You were the one who caused that explosion, weren’t you?” Peter called out, his vision slowly starting to come back to him as he began to walk, trying to find any idea of where his opponent might be. “It was eucalyptus oil that did it.”

“And you possess an impressive knowledge of nature,” Kraven said. It was so strange to Peter to have an opponent who seemingly took every opportunity to compliment him. Really, it was almost kind of off putting. He liked to talk too though, and the more he kept the conversation going, the more likely he was to find his opponent.

“Yeah well, we did a plant experiment back in fifth grade,” Peter explained. “Granted, I never thought of trying to use it to blow up buildings and possibly kill people.”

“I trusted you would respond in time,” Kraven replied, his voice now coming from another direction. “You are a protector, like a shepherd who watches over his sheep. Endanger one of the sheep, and the shepherd comes running to the face the lion.”

“Look man,” Peter said, glancing around, “just because you wear a lion vest doesn’t mean that you’re......”

His spider sense went off again just before Peter could step down, so he opted to step around that spot so that he wouldn’t find out whatever trap was next in store for him.

“Man, you really rigged this place out,” Peter said. “Have you ever thought of getting your own TV show? ‘New York’s Most Dangerous Buildings’ or something? I think it would be a hit, personally.”

“The first time we met, I assumed you talked a lot because you were arrogant,” Kraven explained, his voice coming from still another direction. “But now I see, it is not arrogance, but fear.”

“No offense pal, but I’ve faced off against people a lot more powerful than you,” Peter countered. If he could just get an idea of where his opponent was.......

“There are many different kinds of power,” Kraven insisted. “An elephant is perhaps the most powerful animal that walks this earth, but even they fall prey to the tiny blood-drinking creatures of the world. No matter how many it might destroy, there will always be more to take their place.”

“So, you’re comparing yourself to a mosquito?” Peter questioned. “I’m not sure what that says about......”

His spider sense went off again, this time just barely fast enough to warn him about several darts being shot his way. Leaping and twisting, he narrowly avoided the sudden barrage, but this left him open to attack from Kraven, who leapt onto him as soon as the darts ceased firing, stabbing him in the shoulder with a blade.

“AAAAAGH!” Peter cried out in pain as he fell to the ground, with Kraven on top of him. His opponent tried to jam it in further, but he fought through the pain as best he could, holding him off just enough. Even through the screaming pain, Peter could focus just enough to catch a glimpse of the hunter’s face. His eyes were wide with glee, the thought of nearly finishing off his prey, thus accomplishing his goal, clearly exciting him.

No way was Peter giving him that satisfaction.

Shooting a knee straight into his enemy, he sent Kraven flying behind him. Turning and getting on a knee, Peter removed the blade, groaning and gritting his teeth through the whole process. He tried to catch his breath, but when he looked up, he saw Kraven rushing towards him again. Forcing himself to a stand, Peter managed to withstand the incoming barrage, keeping his injured shoulder well protected. Peter eventually managed to land a solid punch to Kraven’s chest, sending him tumbling across the room of and eventually colliding with the wall. Shooting a couple of webs, Peter bound him to it.

“Even after all of this, you still just try to subdue me?” Kraven questioned. He sounded as insulted as a man could get, and his face was filled with confusion. Peter’s opponent strained against the webbing, eventually ripping out chunks of the wall with the webs keeping them attached before Kraven removed them specifically.

“You still aren’t ready,” Kraven said in an almost scolding tone. “You lack the conviction to fight me to the death.”

“No, that’s just not how I do things,” Peter exclaimed, holding his shoulder with his opposite hand.

“That is the only way this will end between us,” Kraven declared. “I thought that tonight would have been enough, but I was mistaken. Still, every shepherd has his favorite sheep. Perhaps I just need to find yours.”

Peter had heard enough; he charged toward Kraven, but suddenly his spider sense alerted him to yet another trap, allowing him to narrowly avoid a burst of flames that shot out just over his head. He got away from them and looked up, finding the space his opponent had once occupied was now empty. Noticing an open window nearby, Peter made his way up to it, but when he looked out the window, there was no trace of the hunter.

The adrenaline levels in his body slowly beginning to return to normal, the pain in Peter’s shoulder suddenly intensified. He encased the damaged area in webbing before making his exit from the scene.

Back at Midtown, school was just letting out for everyone. As Peter walked out of the building, he overheard Flash talking with Kenny Kong, one of his teammates and friends.

"Hey Kong, did you hear?" Flash informed. "Osborn's trying out."

"Oh man, you kidding?" Kong let out. "Guess it's open season on nerds."

"Oh yeah," Flash remarked as the two walked off.

Peter scowled in response before seeing Harry walk up. He quickly approached his friend, throwing an arm around his neck.

"Harry, changed my mind about trying out." Peter declared. "I've got your back."

"Thanks, man," Harry responded. "Glad to know you'll be there. Just try not to get too badly pummeled out there."

"I'll… do my best," Peter remarked. "Just make sure you follow your own advice."

"Got it," Harry replied.

Back in Norman’s office, Kraven had managed to visit him there.

“So, we’re left with nothing?” Norman asked.

”Not exactly,” Kraven muttered. “I will go on one last hunt.”

“We can’t afford any more screw ups,” Norman scoffed. “I’ll send in Allstar Smythe.”

“Does this scientist of yours have a way to capture the spider?” Kraven asked.

“If you have a piece of his cloth, maybe you can use it to track him?”

“Hmm,” Kraven replied. “He might not fall for the same prey twice.”

”We don’t really have any other options,” Norman admitted. “Fisk will have both our heads.”

“Very well,” Kraven nodded.

The next day at Midtown, Peter walked through the halls, going over in his mind what to say to Liz. He was still mulling it over when a pair of hands covered his eyes.

"Guess who?" Liz's voice asked playfully.

"Emma Stone?" Peter guessed.

Liz playfully hit him in response.

"Do I look like a blonde to you?" Liz remarked.

"I don't know, you could pull it off," Peter replied.

Liz chuckled a bit before removing her hands and smiling at him.

"Listen, I am so excited about homecoming. You are going to love my dress. My mom helped me pick it out, and don't worry, I'm sure you'll look just as amazing."

"Yeah," Peter replied, rubbing his neck. "Listen, I'm looking forward to this too. I wanted to make it special, limousine and everything. But-"

"Oh, you don't have to worry about that," Liz reassured.

I'll admit, my brain stalled for a moment.

"What?" Peter asked.

"My dad offered to drive us," Liz explained. "It's his week for me to stay with him, so he was more than happy to lend a hand, especially when I told him you were the one who helped me save my grade."

"Wow…" Peter let out. "That's… that's great."

"Yep." Liz agreed. "Just come by my house at 7 and I'll be ready."

She pecked him on the cheek before heading off. Peter couldn't help but smile at the prospect of going to the dance with Liz in style. Across the hallway, Gwen watched him walk away, sighing heavily and leaning against her locker.

"You ok, Gwen?" Harry asked, walking up to her.

"Oh, hey Harry," Gwen replied. "Yeah, I'm- I'm good. I'm just… fine."

Harry happened to look over and saw Peter walking off.

"Let me guess, Pete brushed you off?" Harry surmised.

Gwen groaned.

"Is it that obvious?" She let out.

"Pretty much," Harry replied. "Listen, I know I'm not Pete, but maybe you'd let me take you to the dance? I promise, it will be just as friends. You have my word."

Gwen thought for a moment, before finally sighing.

"Alright." Gwen agreed. "Guess it couldn't hurt to go with a friend."

Chapter Text

Harry was riding the elevator up to the penthouse, talking to Liz on the phone.

"Listen, sorry for vanishing last night," he explained. "My dad needed help with some Oscorp thing and I forgot to call."

"I didn't even know your dad wanted your help with work stuff," Liz questioned.

"It's a… recent development. Speaking of, I should really go."

"Ok. Talk to you tonight?"

"You know it." Harry hung up as the elevator opened up to his floor, revealing his dad getting off the phone himself. "Hey, Dad. You doing alright?"

"Aside from the fact that I lost my top scientist, my equipment has been stolen, and my projects are at risk, yes Harry, I am 'doing alright'," Norman listed off, frustration building in his voice.

"Oh… I'll just… leave you alone."

"You do that," Norman let out as Harry walked away.

He made his way to his room, closing the door as he sat down on his bed. Irritated by his father's dismissiveness, he reached into his pocket and pulled out another vial of green liquid. He popped the top and downed the contents, before falling backward onto the bed.

At the Osborn Penthouse, Norman walked into the living room, straightening out his jacket as he made his way toward the elevator. 

That night in the Oscorp R and D lab, two security guards were going the rounds, yawning due to their boredom with the situation.

"Man I hate these late shifts," one guard lamented.

"Tell me about it," the other guard remarked. "Staying in a creepy building into the late hours of the night for what? Nothing."

"Right. Maybe we can talk to Marc and John about switching shifts."

"Now that sounds like-"

Their conversation was suddenly cut off by a loud explosion coming from one of the labs. Looking at each other for a moment, the two rushed towards the source. They entered the lab, seeing that it was completely trashed and the scientists were strewn on the ground. The guards went over to check on them, suddenly hearing a strange noise. They looked up seeing something flying towards them and making a cackling sound.

Peter and Harry were decked out in football gear and lined up with several other students looking to try out.

"Alright, ladies, listen up!" the coach addressed. "I only have room for two of you on the team. One starter, and one backup! Helmet's on, and show me what you got!"

Once the tryouts began, Flash and his friends made sure not to go easy on anyone. When it came to test their catching abilities, Flash threw the ball so hard it knocked nearly everyone to the ground. When it was Peter's turn, he caught the ball, but fake stumbled and fell to the ground. Harry was up next, and caught the ball flawlessly, much to everyone's surprise, especially Liz, Peter, and Gwen, who was watching the tryouts from the bleachers.

The next exercise involved catching the ball and making it to the end zone without being tackled. Harry caught the ball without a hitch and sprinted to the end zone. Kong dove to tackle him, but Harry jumped out of the way, making it to the endzone without a hitch. Peter's turn came, and he managed to catch the ball as well. As he ran towards the end zone, his spider-sense started going off, signaling him to Kong's approach. Thinking fast, he leaped over him and made it clear to the endzone. However, Kong managed to grab his ankle and he fell, the ball tumbling out of his hands and making the touchdown void.

At the end of tryouts, the coach was going over the results of the day as Flash walked up.

"Looks like we got some real talent out there." He remarked. "That Osborn kid for one. He's certainly giving your friend Kong a run for his money."

"What?" Flash let out. "Come on coach, you've got to be kidding. Osborn's a twig! He'll snap the second someone tackles him!"

"You mean, if someone tackles him." the coach remarked as he walked off.

Flash just gritted his teeth as he looked over and saw Liz and Harry talking.

"Harry, that was incredible!" Liz let out. "I didn't know you could move like that."

"To be honest, neither did I," Harry remarked.

The comment cause Liz to laugh, something she hadn't done since Vulture had been taken down. Even Peter saw this and while he wished things were different with him and Liz, he still couldn't help but smile.

After tryouts, Peter walked out of the school as Harry ran up.

"Pete, hey," Harry called out. "You know, I could tell what you were doing out there."

Peter froze up upon hearing that.

"Uh… what do you mean?" Peter replied.

"You taking all those hits out there," Harry responded. "It obviously seemed like you were just taking it."

"Yeah," Peter admitted. "Guess I just didn't want to upstage you. This was your dream, not mine."

"Thanks, man," Harry replied.

"Harry!" Liz called out as she ran up to them.

"Hey, Liz." Harry greeted.

"Hey." Peter let out nervously.

"Peter," Liz replied in a cold tone before turning to Harry. "So, Harry, a bunch of us are heading to the Coffee Bean. You wanna come?"

"Sure." Harry agreed. "My treat. Pete, you in?"

"Uh…" Peter pondered, seeing Liz's disapproving stare. "I don't think so."

"Right." Harry realized. "See ya later then."

With that, the two went off, leaving Peter alone. As he stood by himself watching Harry and Liz walk off, he turned around and happened to see Gwen walking towards a bus. Peter decided to chase after just as she got on board and the doors closed.

"Hey, hold up!" Peter called out.

The doors opened up and he got on board. After looking around, be found Gwen and took a seat next to her.

"Peter, hey." Gwen greeted. "I saw you get pretty beat up out there. You alright?"

"I'm fine," Peter reassured. "I'm just glad Harry's doing well."

"Yeah, Harry's been doing pretty well for himself," Gwen replied.

"You sound like that's a problem," Peter noted.

"It's not," Gwen reassured. "It's just, we went to the dance together as friends and when he and Liz got to talking I was left alone. For three hours."

"Ouch." Peter let out. "In all fairness, Liz was only alone because of me."

"Hey, that's not fair," Gwen told him. "Ok, running out like that was jerkish of you, I'll admit. But I know you need this Bugle job to help your Aunt."

"But that doesn't mean it should take priority away from other aspects of my life," Peter replied. "I'm trying to fix that, now."

"Well, if you're one for reconnecting these days," Gwen pondered. "There's a spot on the decathlon team open since Ned switched schools last semester. We could really use someone with an encyclopedic knowledge of science."

"Well, it just so happens, I have such gifts," Peter remarked. "Would certainly be less painful than being the Mustang's personal tackling dummy."

Gwen chuckled at the remark.

"Can't argue with you on that-" Gwen started to agree.

Before she could finish, the sounds of tires screeching filled the air as an armored truck plowed through traffic, knocking over several cars in the process. That, combined with the pursuing police cars, informed Peter on what he had to do.

"I gotta go," Peter told Gwen before realizing he needed an excuse. "Because… the Bugle will want photos. Except I just promised the Bugle wouldn't get in the way of our friendship."

"It's alright," Gwen reassured. "Just… be careful, ok?"

"You got it," Peter reassured before heading off. "You totally rock, Gwen!"

"Nice of you to notice," she muttered to herself.

At Oscorp, Norman was meeting with his chief of security in regards to the recent attacks.

"How much did they get away with?" Norman inquired.

"S-several of our latest prototypes in weapons and defense," the chief informed nervously. "We still don't know how he keeps getting in-"

"Then find out!" Norman demanded. "Leaning in close. "The lab techs are testing new munitions tonight, and I don't want some saboteur ruining months of work."

"Don't worry, sir. Whoever this saboteur is, we'll nail him."

"You had better," Norman told him, brushing past him.

At the Coffee Bean, Harry was talking with Liz, Flash, and their friends. Liz seemed the most invested in the story he was telling, while Flash couldn't care less.

"And then what happened?" Liz asked.

"Ok, so he gets down the road before he gets into 'another' accident at the toll booth." Harry continued. "Worst chauffer ever. I thought my dad was going to fire him, he looked like he was going to pop a blood vessel."

"Maybe it wasn't the chauffeur that was the problem," Flash muttered.

"Wow," Liz replied. "Who knew the super-rich had it so tough."

"Yeah…" Harry responded before catching himself. "Well, I mean no…. I mean-"

Liz just laughed in response.

"Take it easy Harry," Liz reassured. "I'm only teasing."

"Better get used to it," Rand told him. "With the way you played out there, you'll be hanging with this crowd a lot more often."

"Yeah but not tonight." Flash let out, fake yawning. "I am beat."

As he stretched his arms, he knocked over several coffees onto Harry, causing him to yelp from contact.

"Flash!" Liz let out. "What the hell is wrong with you?!"

"What?" Flash replied. "It was an accident."

"Yeah, right." Liz dismissed. "And you wonder why we broke up."

"Hey, at least I knew how to show you a good time." Flash reminded. "What does Osborn have that I don't?"

"Maturity, for one thing," Liz told him before turning to Harry. "Harry, I'm pretty tired myself. Mind taking me home?"

"Uh… sure," Harry replied, springing up from his seat. "No problem."

The two then walked off, leaving a fuming Flash to fall back into his seat.

In a specialized lab in Oscorp, Otto Octavius and a woman around his age with brown hair and a lab coat were working on various pieces of machinery. Otto was working on the circuitry of his smart arms while the woman was going over some calculations and numbers.

"Rosie, my dear," Otto spoke up. "If you keep scribbling with that pencil, it's going to break."

"I'm just making sure the equations are all right."

"You've checked, double-checked, and triple-checked them over a dozen times. They're right."

"I have to be certain, Otto. if even one variable is unaccounted for-"

Otto cut her off by walking over as she spoke and grabbing her hand. She looked up at him, warmed by his smiling face.

"It will be alright. You've worked so hard for this. What you're going to accomplish here will change the world as we know it."

Rosie chuckled as she stood up.

"You always know just what to say, don't you?" she remarked, embracing him.

"He's not wrong," a new voice agreed.

Rosie and Otto parted as they turned to see Norman Osborn walking through the doorway into their lab.

"This project of yours promises to be a new source of unlimited energy for the world," Norman continued as he approached them. "And a guaranteed Nobel Prize for Oscorp."

"It's not about the money, Norman," Otto insisted.

"Everything's about money, Otto, it just depends on the context. For example, you and your wife needed funding for this experiment."

"And we are grateful for that," Rosie reassured. "Right, Otto?"

"Indeed," Otto replied, his tone slightly reserved. "I suppose the furtherment of scientific advancement means little without a means to pay the bills."

"Indeed," Norman replied. "Which reminds me, what is the progress of the project?"

"We're on schedule," Rosie promised. "Should be ready by the end date next month."

"Excellent. I-"

Suddenly, a crashing sound caused the three to turn around, seeing Peter knocking over some equipment as he walked in.

"Uh… sorry about that," Peter apologized.

"It's quite alright," Otto replied.

"Peter," Norman noted. "Surprised to see you here."

"Uh, Dr. Octavious offered me a position here as an assistant," Peter explained.

"I hope it's not a problem," Otto spoke up.

"Quite the contrary actually," Norman reassured. "I always believe in keeping the best minds available, and Peter Parker is one of the finest around."

"Uh… thanks, Mr. Osborn."

"Well, I'll leave you three to it then."

Norman then exited the room, leaving Peter with Otto and Rosie.

"Always felt Norman was quite the character," Otto commented.

"I guess," Peter replied. "Thanks again for this opportunity."

"Of course. I look forward to seeing what you can provide… as long as you show up on time that is."

This earned a nervous chuckle from Peter and a genuine one from Rosie.

"I'm sure Curt has beaten him enough for that already, Otto," she told him.

"You're right, of course," Otto relented. "Peter Parker, meet Rosemary Octavius. My partner in all aspects of life. It is her brilliance that brings all here today."

Rosie smiled deeply as Peter turned towards what appeared to be four curved metal arches connected at the base being worked on by several technicians.

"Is that it?" Peter asked.

"Yes," Rosie confirmed. "A reactor capable of generating and sustaining fusion energy."

"I understand you use harmonics and atomic frequencies, right?"

"Sympathetic frequencies, actually."

"Harmonic reinforcement?"

"Go on," Otto encouraged.

"An exponential increase… in energy output."

"Didn't I tell you he was brilliant Rosie?"

"You certainly did," Rosie admitted before turning to Peter. "Yes, a huge amount of energy. When this works, it will be like having a perpetual sun providing renewable power for the whole world."

"Incredible," Peter admitted. "So, where do I come in?"

"Well, assuming you don't have a Masters's Degree in Quantum Physics," Otto spoke up. "You'll be helping me with the second part of this experiment."

"Second part?" Peter asked as Otto walked over to a table.

"Once the reactor is online, manipulating the reaction will be essential. Handling fusion energy in an environment no human hand could enter. For that, I'll need these."

Otto gestured to the smart arms.

"The arms," Peter deduced.

"Right. For the job at hand, they'll have to react with precision speed, and control. It's a tall order. Think you're up for the task?"

Peter turned back to Otto, a look of determination on his face.

"Let's get to work."

In his highrise penthouse, Norman Osborn was sitting in his office in front of his computer, video conferencing with the members of Oscorp's board of directors.

"The data I've sent you speaks for itself," Norman disclosed. "As of today, Oscorp has taken Stark Industries' throne as the chief supplier to the United States Military," he threaded his fingers as he continued. "In short, ladies and gentlemen, costs are down, profits are up, and our stock has never been higher."

"Wonderful news Norman," one of the board members replied. "Truly, we couldn't be more pleased."

"It puts Oscorp in the perfect place for the sale," a second board member commented.

Norman's smile dropped upon hearing that. "Sale?"

The first board member cleared his throat in response. "We uh… were going to mention-"

"After Stark shut down the weapons manufacturing division, Hammer Industries began recapitalizing," the second board member cut in. "They're expanding."

"You mean buying up everyone else since Hammer can't come up with any ideas of his own."

"Perhaps… but they've made us an offer that we can't ignore."

"So why am I only being told of this now?"

"The last thing any of us want is the risk of a… a power struggle," a third board member spoke up. "The deals off the table if you come with it."

Norman's eyes narrowed upon hearing that.

"The board expects your resignation within thirty days."

"You can't be serious."

"To be honest, this should've happened sooner," the second board member commented. "With all the thefts and accidents that have happened on your watch-"

"Those weren't my fault!" Norman snapped.

He suddenly grunted in pain, nursing his head as he leaned back, much to the surprise of the members of the board.

"Everything alright, Norman?" a fourth member inquired.

"Just a… slight headache…"

"You have been a little under the weather," the first board member noted.

"...who said that?"

"Just something that we've noticed," the second one commented. "Perhaps you can take this as an opportunity to… take care of yourself. We're announcing the sale after our annual Halloween Festival."

Norman just remained silent, unaware of Harry standing outside the door, listening in. Feeling he heard enough, he went off, pulling out another vial of the green liquid he had become so fixated on.

A few days later, the Oscorp Halloween Festival was in full swing. The streets were filled with massive balloons, kids and adults of all ages in costumes, and several small businesses had set up booths in order to sell various treats and other such novelties. One such booth belonged to Midtown High manned by Liz dressed as a pirate, Sally dressed as a female genie, and another one of their classmates, Gloria Grant dressed as a cat. They were selling homemade cookies to the attendees, one of them being a kid in a Spider-Man suit.

"Thanks for supporting Midtown High and Happy Halloween," Liz replied, before realizing she was out of character. "I mean, 'argh matey, enjoy the cookie!' "

"Way to stay in character," Sally remarked. "How much longer do we have to do this?"

"It should only be a little longer. Why? Not getting into the Halloween spirit?"

Meanwhile, up on a balcony nearby, the members of Oscorp's board of directors were watching the festivities play out with satisfaction on their faces. As they did, a new figure came out from the building.

"Gentlemen," he greeted, causing the others to turn to him.

"Wilson," one of the board members replied, walking over and shaking his hand. "Always good to see you."

"Likewise, Farkus. Is Norman here? I was hoping to discuss some business matters with him."

"Oh, I don't believe Norman's going to be here tonight. So sorry. Is there anything I can help with?"

"No, that's alright. I'm sure I can speak to him later."

A bit later, Spider-Man swung over the streets of the carnival, unnoticed by the patrons below. He swung into an alleyway as his phone rang, prompting him to answer.

"Hello?"

"Pete, hey," Gwen greeted. "You close by? Kinda thought you'd be here by now."

"Sorry got… held up."

"Anyway, I'm here now," he replied as he dropped down to the ground. "Where are you?"

As he touched down though, he was surprised to see Gwen standing in front of him as she turned to see him fully in costume.

"...Pete?" she questioned.

Thinking fast, Peter played it off and pulled off his mask.

"Nice costume, huh?" he remarked.

Gwen just smiled as they went to join the rest of the group.

Peter and Gwen went over to where a few others were gathered to see Flash and the other members of the Football team stacked on each other to form a human pyramid. However, they were one member short.

"Where the heck is Osborn?" Kenny wondered. "Dude was supposed to be the top of the pyramid."

"Don't know," Flash replied. "But I'm gonna cream him when I get my hands on him," he then looked up, seeing Peter in costume and chuckling in response. "Hey look, it's the Amazing Spider Geek."

He was so distracted by his mocking that his grip gave out, causing the pyramid to collapse on top of him. In the booth, Liz saw the costume Peter was wearing and a swell of emotions began building in her. She quickly took off, with Sally watching in concern as she left. She then turned and glared at Peter, who was laughing innocently at Flash's antics. This prompted her to leave the booth in a huff.

"Hey!" Gloria let out, unable to stop her.

"You got some nerve, Parker," Sally let out, getting Peter's attention.

"Sally?" he responded. "What are you-"

"Wearing a Spider-Man costume," she continued, poking him in the chest. "After he sent her dad to prison! Did you even stop to think of how she might feel about that?!"

"I… no I didn't-"

"Of course not. Because you never consider anyone else's feelings."

Sally then stormed off, leaving Peter a bit rattled by the verbal assault he was dealt.

As Peter spoke, he felt his spider sense go off, causing him to perk up in surprise. He looked up, seeing something in the skies, seemingly coming toward them.

"I… should probably go change," Peter decided, ducking out.

"Pete, wait," Gwen insisted. "You don't have to-"

"It's fine," Peter insisted. "Really."

He quickly made his way out of the crowd, with Gwen watching him leave as Flash walked over.

"Where's Parker going?" he wondered.

"He… wasn't feeling the holiday spirit," Gwen replied.

Meanwhile, Liz ended up stopping just at the edge of the carnival, holding herself as she tried to calm herself down emotionally.

"Hey," Sally let out, getting Liz's attention as she walked up. "You okay?"

"Yeah, just…" Liz let out a sigh. "Seeing Peter in that costume… made me think of dad…"

"Well don't worry. I told him off. Hopefully, Parker will think twice before trying something like… that…"

Sally quickly became distracted by something flying overhead. Liz looked up just as the object flew past them, much to their confusion.

"What was that?" Liz wondered.

Up on the balcony, Fisk and the board members watched as the object whizzed overhead.

"Is that one of yours?" Fisk wondered, narrowing his eyes.

"Must be new this year…" one of the board members pondered as Farkus pulled out a pair of binoculars.

"No… that's our glider!" Farkus let out.

The object turned around, turning out to be the green and purple figure that had been attacking Oscorp's labs over the past few weeks. He bobbed and weaved through the large balloons dotting the street. Reaching the balcony, he used his foot to press a button on the glider, causing an orange bomb with the appearance of a jack-o-lantern to launch up into his hand. He then chucked the bomb at the bottom of the balcony. It exploded, destabilizing the balcony and causing debris to rain down on the people below. They all ran for cover as chunks of rock rained down, an elderly man with a mustache and glasses even grabbed a little girl and carried her out of the way so she wouldn't be hurt.

Liz and Sally were among the patrons running for cover, the former of which, tripping on a piece of debris as she ran. Sally went back for her, unaware of the rubble raining toward them. Fortunately, Peter, having ditched his book bag and put on his Spider-Man mask, flipped onto a nearby car and fired two weblines at the girls, pulling them to safety before the debris crashed down on them. Once he was sure they were safe, he leaped up into the air and fired a web line, allowing him to swing off after the figure in the skies.

The figure meanwhile circled around and prepared another Pumpkin Bomb before chucking it forward. Fortunately, Spider-Man swung up and snagged the bomb before slinging it back.

"Trick or treat!" he let out.

The figure quickly dove down to avoid the bomb before it went off, prompting Spider-Man to dive after him. The figure then darted right back up, allowing him to deck Spider-Man in the face, causing him to tumble through the air before quickly firing another web to swing from.

"Well, well," the figure let out in a menacing voice. "The infamous Spider-Man. I was hoping we would meet each other at some point."

"And who are you supposed to be?" Spider-Man asked, swinging onto the side of a building. "The Emerald Elf?"

The figure chuckled in response."I'm just a concerned citizen helping to clean up our fair city."

"You got a funny way of showing it," Spider-Man remarked before lunging forward.

The figure just pointed at him, causing green electricity to shoot out of his fingers and nail him in the chest. Spider-Man grunted in pain as he fell out of the air, allowing the figure to fly back up toward the balcony. During all of this, Fisk made his way back inside as the board members struggled to pick themselves up. They didn't have a chance to make their own escape however before the figure flew back up and lobbed another bomb at their feet. It remained still for a moment before its eyes and mouth began blinking. All of a sudden, it blew up in their faces, causing a blast so intense that Fisk could even feel it as he made his escape inside. Having recovered from his blow, Spider-Man saw the damage done and narrowed his eyes.

"No!" he cried out, swinging over to him.

He kicked the costumed madman in the face, knocking him off his glider and sending him crashing into a tent down below. The glider however careened out of control before flying through a large balloon. It started crashing down to the ground, hitting a large banner that was poised to fall on a kid that was just staring up in fear.

"Come on, move kid," Spider-Man insisted.

When he saw that the kid wasn't moving, Spider-Man sprung into action. Diving down to the ground before firing a web line and swinging down toward the kid, grabbing him just before the banner crashed down. Spider-Man then landed on the ground, seeing the kid's mother running up and handing the kid back to her.

"Your kid's safe, ma'am," Spider-Man insisted.

"Keep away from him, you freak!" she declared, running off with her son in hand.

"... you're welcome."

Hearing something, he looked back to see the green and purple figure pulling himself free from the tent, still cackling maliciously.

"You again," Spider-Man snarled.

"Me again," the figure replied.

Fortunately, at that moment, several police cars pulled up, allowing the officers to pile out and aim their weapons at them, including Officer Dewolf.

"Freeze!" She called out. "Both of you, on the ground!"

"Seriously?" Spider-Man let out in disbelief.

"You heard him 'partner'," the figure commented, holding his hands up.

"Partner? Wait a minute, I'm-"

Before Spider-Man could finish protesting his spider-sense was going off, signaling the figure was going to do something.

"On the ground, now!"

Reacting fast, Spider-Man fired his webs at the cops, pulling them to the ground as the costumed creatine fired his electric gloves at the ground, nailing several cop cars and traffic lights as a result. While all of this was going on, Eddie Brock, who was there covering the festival, was snapping pictures of Spider-Man and what appeared to be a green-suited accomplice firing on the police.

Once he knew the police were safe, Spider-Man swung around, trying to punch the green figure, only for him to catch the fist.

"Impressive!" he declared before kicking Spider-Man in the chest.

The impact sent him flying back, colliding with a street lamp and toppling it over as a result. Meanwhile, the glider managed to fly back down to the figure, allowing him to leap onto it. He then stared down Spider-Man, darting toward him as he regained his senses.

"Oh boy…" Spider-Man let out, quickly getting to his feet and beginning to run.

Two mini turrets rose up from the glider, based on the machine gun tech he had stolen from Oscorp, and opened fire on him. Spider-Man did his best to stay ahead of the machine gun fire before firing a web and swinging into the air. The figure followed, lobbing his Pumpkin Bombs at him as Spider-Man swerved mid-air to avoid them.

Back down on the ground, everyone looked up in astonishment at the aerial battle before them, with Fisk coming out of the building and seeing the fight play out. He narrowed his eyes, slowly walking away. Back up in the air, the green figure chucked another bomb at Spider-Man before looking down to see Fisk trying to get away. He disengaged with Spider-Man before diving down toward him, something Spider-Man quickly took notice of. Thinking fast, Spider-Man snagged a web line onto the glider, pulling himself forward so he could land on the glider and wrap his arms around the green figure, causing him to pull up away from Fisk and the crowd.

"Oh, you want a ride?" the figure remarked, shaking Spider-Man off, before grabbing him and pulling him forward so Spider-Man was in front. "How about a front-row seat!"

The two jetted forward toward another building, so Spider-Man would slam face-first into it, shattering glass everywhere. Fisk just looked on, getting into his limo with Hammerhead sitting so across from him.

"Who's the wacko?" Hammerhead wondered.

"I'm not sure," Fisk admitted. "But I intend to find out."

Back in the air, the mysterious figure continued slamming Spider-Man's face into the glass repeatedly. Having had enough, Spider-Man elbowed the figure in the face, and spun around to try and hit him, the figure caught the fist and pulled him in close so he could knee him in the chest before backhanding him off the glider. Spider-Man landed on the roof of a building below as the figure lowered himself down, the glider's weapons trained on him.

"Any last words?" he mused.

"Just five," Spidey quipped. "Here's web in your eyes!"

Spider-Man then fired webbing in the figure's face, blinding and disorienting him. Spidey took that chance to move under the glider, seeing some fragile plating.

"This looks important!" He remarked, punching it and pulling out some wiring.

The glider then sailed out of control, prompting Spider-Man to try and follow.

"We'll meet again, Spider-Man!" the figure declared, lobbing another bomb at Spider-Man.

It landed at his feet, causing a flashbang that disoriented him so he couldn't follow. When the flash finally cleared, Spider-Man looked out to see the mysterious attacker had fled, causing him to narrow his eyes.

"Count on it…"

Sometime later, other police officers arrived on the scene to deal with the aftermath, including Captain Stacy.

"Gwen!" he let out.

"Oh Dad," Gwen replied, rushing over and hugging him.

"Are you alright?"

"Yeah," she replied, pulling away. "We all made it for cover when it happened."

Captain Stacy nodded before turning to Dewolf as she was taking statements.

"Dewolf what happened here?"

"Some nut on a flying… thing attacked the festival. He and Spider-Man attacked us. Freak even called him his partner."

"That's bull crap!" Flash countered, walking up to them. "Spider-Man fought that thing! He saved us!"

Dewollf just gave him a look, noting his costume. Flash raised an eyebrow before catching on.

"I lost a bet!" Flash insisted.

"Liz!"

Liz, who was wrapped in a shock blanket, looked up to see Harry making his way through the crowd.

"Harry," she responded as he approached. "Where have you been?"

"I… lost track of time. But I heard about what happened. Are you alright?"

"I'm fine. Just… reeling from everything."

Harry put an arm around her, in the hopes that it would comfort her. From a nearby rooftop, Spider-Man stood perched on the edge, looking down and relieved that no one was hurt by the attack.

Chapter Text

On an asteroid, John Jameson climbed up to the ridge of a crater before looking down inside of it. 

“The base of the rock seems to be igneous,” John reported. “I am entering the crater… now.”

He then leaped down into the crater, touching down and looking around for anything to take back for study. As he scanned around, he noticed a shining rock in the middle of the crater. Curious, he made his way over to it.

“Hang on, I think I got something,” he reported, pulling out his pick as he approached it. “Composition almost looks like… obsidian or something.”

He took hold of the rock and began swinging his pick at the base of it to dislodge it. After a few swings, he felt confident the base was weak enough for him to pull it free. Gripping it with both hands, he pulled as hard as he could, finally yanking it free from the base. However, to his surprise, there seemed to be some kind of strange black goo that seemed to be coming out of the rock.

“What in the world?”

“John?” 

“It’s almost like the rock’s… bleeding.”

“Did you say bleeding?”

Just then, the ground began shaking, much to John’s surprise. 

“John, what’s going on down there?”

“Some sort of… seismic event!”

“Get back up here, now!”

John didn’t waste a moment, making his way back to the module as the ground began breaking apart around him. The instant he touched down on the ladder to the module, he climbed inside, just as it began sinking below the ground. Fortunately, John was able to activate the thrusters just in time, launching him back toward the shuttle just before the surface of the asteroid caved in on itself. John soon returned to the shuttle, unaware of just what he had unearthed.

Later that day, Peter was back at home, working on rebuilding his web shooter. He even decided to take this opportunity to upgrade the web shooters with some of the components he gathered earlier. While he was working on it, he was reading some online articles about the accident, hoping to get more word on the Green Goblin’s location.

After putting the last component in place, Peter donned his new web shooters. He had taken taken the nozzles and placed them on circular bands that had a select number of web cartridges on them, allowing him to switch to a new web cartridge on a dime. Ready to test them, he turned toward his nightstand and aimed it at a soda can sitting there. He fired the web, already prepared to yank as he made contact. He pulled hard before realizing the web connected to a lamp sitting next to the can. He quickly ducked under the lamp, allowing it to smash against the wall and prompting him to wince in response. Just then, there was a knock on the door.

"Peter?" Aunt May's voice let out, causing Peter to panic.

He quickly rushed toward the door, cracking it open to greet May.

"Is everything alright?" she asked. "I thought I heard something break."

"Uh, knocked over a lamp while I was straightening up. Don't worry, I'll clean it up."

"Alright. Just be careful. I don't want you to cut yourself."

"Don't worry May, I'll be careful."

Peter then closed the door, leaning against it, and let out a sigh of relief.

"Alright, Mr. Sysevich," Professor Smythe called out to Alexi, who was in a plastic tube with several pieces of metal armor lining the walls around him. "Are you ready?"

"Ready," Alexi replied, fidgeting in the tube.

"I should warn you now that once the process is complete, there is no reversing it," Smythe told him. "This armor will fuse to your skin entirely. You will never be able to take it off."

"Is it me, or is your boy trying to talk my boy out of it," Hammerhead remarked to Osborn.

"Just letting him know what he's in for," Norman replied. "We don't want a rogue element on us, now do we?"

"Yeah, yeah," Hammerhead replied dismissively. 'Listen, Alexi, you'll be tough, that's all that matters. Tough enough to beat you know who."

"Then what are we waiting for?" Alexi asked.

"You heard him, Professor," Norman told him.

Smythe nodded as he pressed a few buttons on his console. The tube closed up as a liquid metal was poured inside. It fused the metal plates together and onto Alexi's body, causing him to cry out in pain. Smythe looked towards an emergency shutoff button on the console, but a glare from Norman quickly diswayed him.

"Let it finish, Professor," Norman told him. "You owe me a success after the Sandman debacle. I need super mercenaries I can mass produce, no matter how many thugs we have to go through. Or how many doctors."

"Of… course," Smythe replied as the process resumed.

Finally, the process was completed. The liquid metal fused the metal plates together, creating a massive suit of armor with an armor that had glowing eyes and a horn at the nose.

"What's with the jungle get up?" Hammerhead remarked.

"I've come to find that the animal kingdom offers quite the variety of useful ideas," Smythe replied. "That armor is a part of him now. A thick, impenetrable hyde. The horn of top provides offensive capabilities, making him unstoppable."

"Well done Professor," Norman commended. "This is work I find satisfactory. I'd say even your Mr. F-"

"Ixnay!" Hammerhead snapped. "I told you, we don't use the "F" word. Call him the Kingpin!"

"What's going on?" Alexi asked.

"Mind your own business!" Hammerhead told him.

"Very well," Alexi replied, tearing his way out of the tube.

He then charged towards a wall in the lab, plowing right through it like it was made of cardboard.

"Time for the Rhino to put the hurt on Spider-Man!"

Rhino then charged through the streets, overturning several cars along the way.

After school let out, everyone began rushing out the door, with Peter moving slower than others. He was so deep in thought, he wasn't aware of Flash and Kenny in one of the second floor classrooms with a bucket full of water balloons.

"There's Parker," Kenny pointed out.

"Perfect," Flash replied, grabbing a water balloon. "This has been long coming. When we're done, he'll be a shivering wet rat… I mean, more than usual."

As Peter continued walking, his spider-sense started going off, alerting him to the attack. He nonchalantly knelt down to tie his shoe just as the first water balloon was thrown, missing him completely.

"Dude…" Kenny let out. "You missed."

"Dumb luck," Flash replied, grabbing another balloon. "The geek's full of it. Hey, Parker!"

Peter looked up as Flash threw another water balloon, prompting him to roll out of the way. Peter then got to his feet and leaped around several other water balloons, dodging them easily. Flash threw one more as Peter easily moved out of the way, causing it to land at the feet of another student as a crowd began to form.

"Whoa," Rand let out, watching the scene. "Check out Parker."

Peter looked around at the students that began to observe, all of them in awe of the skills Peter displayed. While under other circumstances Peter would welcome the attention, this did pose a threat to his secret identity.

Peter let out a sigh of defeat, knowing what he had to do.

"Come on, Quarterback!" Peter called out. "Can't you complete a single-"

Peter was then cut off by a barrage of water balloons hitting Peter in the face, much to his annoyance and the amusement of the crowds. Everyone began laughing as Flash set up another balloon to fire. Peter braced himself for another hit, but before Flash could throw it, Gwen stepped in front of him and blocked the shot, much to Flash's annoyance.

"Move, geekette! Or your next!"

"Oh please," Gwen responded. "You don't have the game for it. If you could hit a target under pressure, would we have lost to Bronx Tech? You choke like a cat with a hairball."

A series of "oohs" erupted from the crowd, infuriating Flash as he prepared to throw again. Before he could, a pair of arms wrapped around Peter and Gwen, which pulled them into the protection of Rand.

"Dude, want some aloe vera for that burn?" Rand remarked as he walked off with Peter and Gwen. "Come on, Einsteins."

As they departed, Flash squeezed the water balloon he was holding so hard it burst open on top of his head, causing Kenny to chuckle in response.

"Well that was embarrassing," Peter remarked as they rode the bus to Oscorp.

"What? Your need to get humiliated for no good reason? Probably."

"Well, what was I supposed to do? Tell him to knock it off? Like that would've worked."

The bus arrived at its destination as the two departed and walked towards the building.

"Anything would've been better than just standing there and taking it."

"Standing there and taking it is nerd survival 101. Besides, I've got bigger things to worry about than Flash."

"Yeah, heard you got a bit of a talking to from Professor Warren. Maybe you need to cut back on taking Spidey photos for a while."

"I can't, it's important. School on the other hand…"

"Peter Benjamin Parker, please tell me you're not considering dropping out of high school."

"Well, why not?!" Peter began ringing the water out of his shirt. "All it's gotten me lately is a handful of tardy slips, enough stern talking to's to last a week, and made me smart enough to be Flash's drenching boy-"

"Enough! I am not letting you throw away your future."

"Some future."

Gwen puts a hand on his shoulder.

"Things will get better. You just gotta stick with it."

Gwen then started heading inside the building. Just before Peter left, his cell phone started ringing. Seeing it was Aunt May, he answered it.

"Uh, hey Aunt May."

"Hello, Peter. Anna Watson and I were just having coffee in the city when her niece, Mary Jane arrived. From what Anna has told her, she's quite interested in meeting you."

Me having coffee with "Ms. Wonderful Personality?

Peter shivered at the thought.

"Uh, I'd love to Aunt May, but I… have a check to pick up at the Bugle."

Suddenly, a thought came into Peter's head.

"Actually… think you could meet me there? There's… something I kinda wanna talk to you about."

"Oh, sure. I'm just about wrapped up with Anna anyway, so how about I meet you there in about half an hour."

"Meet you there. Love you."

"Love you too, Peter."

Peter hung up the phone and was about to head off to the lab.

Peter made his way to the Octavius lab, barely opening the door when he heard what appeared to be a conversation between Otto and Norman.

"It's certainly been good having you back, Otto," Norman insisted. "I only wish it were under more permanent circumstances."

"Forget it, Norman," Otto replied. "I'm only here to support Rosie. If I had my say, I'd never step foot in this place again."

"Oh come now, Otto. You could be quite the asset to Oscorp."

"Under your heel, you mean."

"You make it sound so-"

Peter took the chance to knock on the door, interrupting the debate.

"Uh, sorry to interrupt," he spoke up.

"Parker," Otto greeted. "No problem. Norman was just leaving."

Norman turned towards Otto, who shot him a glare.

"Yes, it appears I was."

Norman then walked out as Peter went in, still feeling the tension between the two.

"Everything alright?" Peter asked.

"... fine," Otto replied dismissively. "Come on, let's get to work."

At the Daily Bugle, a security guard was reading a newspaper when a large shadow fell over him.

"I am here to speak with Mr. Jameson," A Russian voice informed.

"Sir, no one enters the Bugle without a pass-" the guard replied, looking up and seeing the massive figure of the Rhino looking down on him.

"Make an exception.”

In the elevator, one of the reporters for the Bugle, Fredrick Foswell, was going up to the Bugle when the elevator doors opened up, allowing Rhino to enter.

"Hit twenty-two please," he requested. "Large fingers, they are no good with little buttons."

"Uh… t-twenty twos already pressed," Foswell replied. "So… you heading up to the Bugle?"

"Dah." Rhino turned to Foswell suspiciously. "Your name wouldn't be… Parker, would it?"

Inside the Daily Bugle, Jameson, Betty, Ned, and Robbie watched a TV report on John Jameson’s inevitable return.

“Astronauts John Jameson and Paul Stevenson are scheduled to make their long-awaited touchdown here at JFK airport,” the reporter relayed as Peter got off the elevator and entered the main office. “The first time a shuttle landing has been attempted at a commercial airport. With touchdown imminent, America prepares to welcome home its newest heroes.”

A round of applause broke out as Jameson beamed in with pride.

“What’s going on?” Peter wondered as he approached.

“John’s preparing to make touchdown,” Robbie relayed.

“Awesome,” Peter responded. “Congratulations, Mr. Jameson. You must be excited.”

“More than you can imagine, Parker,” JJ replied. “Robbie, we got someone covering the landing?”

“Eddie Brock’s on his way there now,” Robbie relayed. “He should be at the airport soon.”

“Good. I don’t want him to miss a moment of my son’s return.”

The two look up to see May walking towards them.

"Hello there," Betty greeted. "Can we help you?"

"I'm May Parker, Peter's aunt," May introduced. "He was supposed to meet me here. Is he here by chance?"

"Haven't seen him," Brock admitted.

"I suppose he must be running late," May assumed.

At that moment, the elevator door dinged, and the Rhino came charging out, tearing through the door itself.

"Bring me Peter Parker!" he yelled.

Instantly, the Rhino began destroying the place. Smashing desks, punching support columns, and stopping his foot so hard it created several cracks in the floor.

"What does that man want with my nephew?" May questioned.

"Ask Peter later," Betty insisted, ushering May to hide with her under a desk.

Brock meanwhile, turned towards the Rhino and moved towards him.

"Hey, what's your beef with Parker?"

"Will lead me to Spider-Man," Rhino replied. "Then I crush him."

"Don't think so."

Brock tried punching Rhino in the face, but he just grabbed the fist and threw him into a wall, knocking him out.

Jameson came storming out of his office and walked towards the Rhino.

"Listen, pal, I don't know who you think you are, or even, what you think you are, but I'm giving you seventeen seconds to write me a check for these damages or-"

Rhino cut him off by grabbing him by his tie, lifting him into the air as Peter opened the closet door to see what was going on.

"I mean, uh…"Jameson replied nervously. "How may I be of service?"

"Bring me, Peter Parker… Now."

Jameson looked nervous before seeing Peter in the back closet.

"Parker… uh, never heard of him."

"Don't be playing dumb with me! Parker is photographer! Takes pictures of Spider-Man!"

"Oh! That Parker!" Jameson quickly recovered, motioning Peter to get back in the closet. "Never met the guy in person, to be honest. Only makes contact by email."

"What a sweet man to protect my nephew like that," May commended. "I'm glad Peter's found such nice people to work with."

"Peter's a swell guy, that's for sure," Betty agreed.

Angrily, Rhino tossed Jameson aside and picked up a desk, lifting it overhead.

"Are you thinking me stupid?!" He yelled.

"Well I mean, you are dressed stupid."

Rhino turned to see Spider-Man climbing in through a window and webbing him in the face. This caused Rhino to drop the desk and prompt Spider-Man to swing in to catch Jameson.

"So what is it with animal-themed wackos trying to wreck this place, JJ?" Spidey asked as he clung to the ceiling.

"Quick gocking and put me down you web headed-!"

Spider-Man then proceed to drop Jameson before firing a web at his backside, slingshotting him up and sticking him to the ceiling so Spidey could web him.

"It's for your safety, Picklepuss."

Jameson growled in response as Spider-Man leaped down to the ground.

"So, what do you want with Parker?" Spidey asked as Rhino tore the web from his eyes.

"You. Just you. And revenge for your constant captures and humiliations of me!"

"Wait. I know that accent… Alexi?"

"No more Alexi Syscevich!" Rhino declared, lifting a desk over his head. "I am the Rhino!"

Rhino then tossed the desk at Spider-Man, prompting the webhead to leap over it as it crashed into JJ's office.

"Hey, watch it! Glass doors are expensive!"

Spider-Man ignored him as he shot out two web lines and pulled on them hard, launching him into Rhino's chest. Unfortunately, as soon as he made contact, he came to a sudden stop as Rhino swatted him to the ground. Spidey collided hard as Rhino's fists prepared to come down on top of him. He quickly rolled out of the way and tried webbing his hands together in a thick web cocoon. This did next to nothing as Rhino tore through it with ease.

"Your puny webbing's no good anymore."

"Terrific."

As Rhino brought his fists down on him, Spider-Man quickly leaped out of the way before landing on a collum and bouncing off of it. He tried aiming for Rhino's exposed face, but Rhino just grabbed Spider-Man's leg and tossed him aside. As he collided with the wall, he quickly grabbed a nearby fire extinguisher off the wall and leaped back towards Rhino. He tried smacking him with it a few times but Rhino just grabbed it and tried punching him again. This time, Spider-Man leaped over the fist and shot off of Rhino, quickly kicking him across the face as he did so. Rhino easily squished the fire extinguisher in his hand, causing the foam inside to spill out, before charging after him.

"If I can't stop this guy," Spidey remarked, flipping onto the back wall of JJ's office. "Maybe two feet of concrete will."

Spidey motioned Rhino to come at him, opting the supervillain to charge right at him. Spidey quickly flipped up higher on the wall as Rhino charged right through it. As he came out the other side, Rhino started plummeting to the street below. Thinking fast, Spider-Man shot two web lines down at Rhino, trying to slow his fall. They seemed to do nothing as they snapped under Rhino's weight, allowing him to continue to plummet to the street below as police cars began to arrive. He hit the ground hard, cratering the street and sending a massive shockwave that overturned several oncoming cop cars.

As the smoke cleared, Rhino was standing in a massive crater in the street, completely unharmed. Spider-Man looked down at the sight in disbelief.

"You have got to be kidding me."

Down on the ground, more police started to arrive, including Jean Dewolf and Captain Stacy.

"Attention Rhino!" Captain Stacy called out via megaphone. "Lay down on the ground… in your crater, and keep your hands where we can see them!"

"See them now?" Rhino asked before grabbing a chunk of debris and tossing it toward them.

Just before the debris hit him, a web shot out and swung it out of the way. Dewolf and Captain Stacy turned and saw Spider-Man landing on a street lamp.

"You two alright?" He asked.

"Just fine," Dewolff insisted. "Guessing this is one of yours."

"Something like that. Tell your people to pull back and let me handle this."

"We don't take orders from you!"

"Doesn't mean he's wrong," Captain Stacy responded before turning the megaphone back on. "All units fall back!"

"Thanks, Captain," Spidey replied before swinging off. "Mind if I borrow this?"

He quickly webbed the megaphone and whipped it into his hands before landing on one of the cop cars.

"Hey!" Spidey called out into the megaphone. "On behalf of the people of New York City and real rhinos everywhere, I'm gonna have to ask you to put your mechanized paws in the air!"

"No! Rhino yelled. "I crush you! I kill you! I destroy you!"

"So, you want me to come down there, just so you can kill me?"

"Basically."

"I'll be right down."

Spider-Man then tossed the megaphone back to Captain Stacy before leaping towards Rhino as the supervillain charged at him. Spider-Man easily leaped over the punch and leapfrogged over his head, landing behind him and webbing a nearby manhole cover. Rhino quickly turned around and charged right back at him, prompting Spider-Man to leap into the air and swing the manhole around before striking Rhino across the face with it. As Spider-Man landed, he swung the manhole at him again, but this time, Rhino caught it in his hand, crushing it.

"Oh shit."

Rhino then yanked on the web lines, pulling Spidey off his feet and swinging him around in the air before tossing him aside. Spidey collided hard with the side of a nearby truck, denting it as he groaned in pain.

"I am seriously missing Flash Thompson's water balloons right now."

He looked up just in time to see Rhino charging at him, prompting him to leap upwards as he rammed into the truck.

"That the best you got?" Spidey quipped. "I know old geezers that hit harder than you!"

Rhino just growled before leaping up and trying to bring his fists down on him. Spider-Man quickly leaped out of the way and began swinging away, prompting Rhino to pursue.

"At least I am standing ground! Even old Alexi never ran from a fight!"

As Rhino continued running, he kicked a nearby fire hydrant, sending it flying toward Spider-Man. He quickly swung up over it, letting it zip past him. He quickly shot out a web to catch it and hurl it back at Rhino. Rhino easily batted aside without missing a beat in his pursuit. Thinking fast, Spider-Man swung around the corner and saw a truck driving down the street. He leaped down to it and tapped on the window, prompting the driver to roll down the window as Rhino came running up.

"Hi there," Spidey greeted. "Need to borrow your truck. Sorry."

Spider-Man snagged a webline on him, sending him flying out of the car and onto the street. Spider-Man then webbed the gas pedal down and steered the truck towards the Rhino, who simply continued to charge forward. Rhino plowed right into the truck, smashing it and sending Spider-Man flying forwards, tumbling onto the street. Rhino smashed down hard on the hood of the truck and tore out the engine. He spun around and tossed the engine at Spider-Man, prompting him to leap out of the way. As he did so, the engine collided with a nearby wall, causing debris to rain towards a mother and her child. Spider-Man saw this and quickly zipped over to them, shooting out a massive web net to catch the debris before it could hit them. Once he was sure that the debris was secure, he turned to see Rhino charging right at him.

"Get out of here!" Spidey insisted, causing the two to run.

Once they were out of danger, Spider-Man started climbing upward out of the Rhino's way. As Rhino plowed into the building, the wall started to crumble, causing Spider-Man to lose his grip and fall to the ground. Before he could pick himself up, Rhino grabbed him by the ankle and began repeatedly slamming him on the ground. Finally, Rhino spun Spider-Man around before tossing him into the air. Spider-Man went sailing before crashing through the glass front of a sporting goods store, hitting one of the shelves hard before finally landing on the ground.

"Ok… ow…" Spidey wheezed.

Spider-Man looked up and saw Rhino charging for the store, tearing through the front door like it was made of cardboard. Looking around frantically, Spidey caught sight of a shelf of bowling balls. He promptly shot a web at it, knocking the shelf over and sending the bowling balls rolling toward Rhino.

"This always works in the cartoons," Spidey noted as the bowling balls rolled over, only for Rhino to crush them under his feet. "Television so cannot be trusted."

Before he could get back up, Rhino kicked him in the stomach, knocking him across the ground. As he came to a stop, Rhino stood over him, a foot raised.

"This has been fun," Rhino remarked. "Now I crush your head like bowling ball."

"Wait! Wait! Wait!" Spidey called out.

"What?" Rhino asked as two web lines were shot behind him.

"Weight!" Spidey let out, pulling down the shelves behind him and leaping out of the way.

Spider-Man landed on the wall as Rhino shoved the shelves off in a rage.

"Man, this guy just won't go down. Alright, think Spidey, think. How to stop a charging rhino?"

As if to prove him right, Rhino went over to a shelf of sports drinks and grabbed one, crushing it open over his face to get a drink. Instantly, Spider-Man shot a web out at Rhino's drink, slinging it out of his hand.

"Ok, breaks over!" Spider-Man announced.

Spider-Man then leaped towards the back wall, motioning for Rhino to come at him. Rhino obliged, charging at full force. Spidey quickly leaped over Rhino, allowing him to plow through the wall and emerge outside. Spider-Man quickly landed, shooting out two web lines that snagged a dumpster in front of Rhino. He pulled hard, tugging the dumpster forward and toppling it onto Rhino. Rhino then tore the dumpster in half, looking around for Spider-Man.

"Over here!" Spidey called out from an open grate. "Let's play follow the leader!"

Rhino smirked, running towards him and leaping down the grate.

"Think you can hide from me down here?" Rhino taunted.

"Who's hiding?" Spidey remarked from the ceiling. "I was just looking for a place to go for a run."

Spider-Man then started running along the ceiling, prompting Rhino to give chase. Spider-Man quickly leaped off the ceiling and onto a wall of pipes as Rhino approached. He quickly leaped off and over Rhino, causing him to run right into the pipes, with steam shooting right into his face. He cried out in pain before pulling his head out, sweat pouring down his face.

"What's the matter, Alexi?" Spidey jeered. "Feeling a little hot under the collar?"

Enraged, Rhino darted towards him and tried to punch him, only for Spidey to leap off and Rhino to puncture the pipe.

"What… have you done?" Rhino demanded charging at him again.

"Not me, horn head," Spidey corrected as leaped off a pipe just as Rhino punched it. "This is all you. I just made the mistake of trying to crack open that metal hyde of yours."

"Can't do that…" Rhino replied, his movements starting to slow. "They said… armor was… impenetrable…"

"As thick as a rhino's," Spidey remarked, still dodging his strikes. And like those in the wild, you've had to adapt to your new surroundings. With a hyde that thick, nothing can get in… or out. Meaning you can't perspire. Your face is sweating for your entire body. It should be fine in most conditions, but in a steam tunnel…"

Spider-Man then leaped onto the ceiling, shooting out two web lines that hooked onto two more pipes, he pulled hard, tearing them out and causing steam to pour onto Rhino. He did it with two more, causing Rhino to heave hard in pain.

"I've… I've got to get out of here…"

Rhino tried lumbering towards the ladder out, but Spider-Man quickly swung towards him.

"I don't think so," Spidey declared, kicking him hard in the face and knocking him to the ground.

Spider-Man leaped down onto Rhino's chest, still lowering and rising with his frantic breath.

"Come one, come all!" Spidey called out. "Before your very eyes! The world's largest dehydrated turtle!"

"I swear…" Rhino wheezed. "I will crush you… crush you…"

"Guess it's a good thing to stay in school. So I don't turn into a muscle-bound flunkie like you."

"Fisk…wants you….distracted.”

This caused Spider-Man to perk up.

"Distracted? Why does Fisk want me distracted?”

Unfortunately, Rhino finally passed out before he could answer, leaving Spider-Man with new questions to ponder.

Up topside, Captain Stacy, Dewolff and several officers waited for any results from the battle. Finally, Spider-Man pulled himself up, groaning in pain.

"You guys are gonna need a crane," Spidey remarked before swinging off.

"This is all Spider-Man's fault!" Jameson yelled as workers tried to get him down. "I'll sue em blind for this!"

While Jameson was ranting, Peter slowly poked his head out of the closet.

"Is it, uh… safe to come out yet?" he asked, getting the attention of May, Betty, and Eddie.

"Peter!" May let out, coming over and hugging him. "Were you in there this whole time?"

"Yeah, I kinda hid when the Rhino guy showed up."

"Count yourself lucky, kid," Eddie remarked. "If that guy got a hold of ya-"

"Well it's not worth dwelling on, now," May cut off. "You're safe, and that's all that matters."

"Right," Peter replied. "Uh, Aunt May, you remember I had something important to talk to you about?"

"Yes?" May replied.

"Well… I'm… going to be interning at Oscorp again."

"... oh," May replied, a little surprised.

"Well, I mean, I got offered a position there. It's pretty good, working with Dr. Octavious on a special project, and-"

"And you'll probably be working past curfew?" May deduced.

"Uh… yeah, probably. I know you worry, but I really think this is something worthwhile. Something worth doing."

May paused for a moment.

"Well… alright. Just call if you're going to be late."

Peter smiled in response.

"Thanks, Aunt May."

"I trust you, Peter. And I know you'll do amazing things with this."

"Thanks…" Peter replied, genuinely surprised by May's words.

"Well, best head home."

"Uh…I'll catch up. Something I need to do first."

"I'll walk you downstairs," Betty offered.

"Oh, how kind of you," May replied as the two went off.

"That's quite the old lady you've got there," Eddie commented.

Just then, Jameson's webs gave out, causing him to crash to the ground.

"Ow…"

"I'd… better go," Peter decided.

"Probably for the best," Eddie agreed as Peter went off.

"Hey, Eddie!" Robbie called out, getting him to pause.

"Yeah?"

"Heard you were trying to sell some kind of Spider-Man story to Jonah."

"Tried and failed. Cares more about the money Spider-Man brings in than finding the truth."

"Well he may not want you to run with it, but I do. See where it leads."

Eddie perked up, turning to Robbie in surprise.

"You got it," he declared, smirking.

Up in the shuttle, John and Paul prepared to reenter the Earth’s atmosphere. After activating its thrusters, the shuttle began to reenter the Earth’s atmosphere. As they braced themselves for the g-forces, something began stirring from the meteorite John Jameson recovered. A strange black goo-like substance began leaking out of a crack in the meteorite. It then seeped through the container and drip down onto the floor. It then slinked across the ground and under the door toward the cockpit. 

“Mayday, mayday,” he called out. “Mission control, do you copy?! We’re veering off course! Repeat, our landing coordinates are not valid! Do you copy?!”

the shuttle continued its out-of-control descent, New York City now clearly in its sights as John continued to do his best to steer the ship away. As he did, however, the black substance began spreading up his body.

“No… no!” he cried out as it spread to his face. “Get off of me!”

At Norman’s penthouse, he was having another meeting with Fisk.

“We have a situation,” Fisk commented.

“If you’re talking about Alexi, don’t be,” Norman reassured. "I have people looking for him and they assure me-"

"I'm not talking about the Rhino. I’m talking about this Green Goblin.”

Norman cocked an eyebrow in response to that. "Why come to me about the Goblin?"

“He hasn’t been seen since the festival, where he nearly killed me. Using your Oscorp tech to do it.”

"Tech which has been stolen from me!" Norman pressed. "Repeatedly. My top scientists have been killed, my labs have been attacked, and my projects are at risk. Why would I be behind that?"

"And what about that board of yours? Them kicking the bucket seems to have done wonders for you."

"And put me under public scrutiny."

"Very well," Fisk relented. "But the Goblin-"

"Is a common enemy," Norman interrupted, walking toward an interesting-looking mask on a counter. "And our common goal should be to unmask him… before it's too late…"

Across town in a New York high rise, the shadowy figure of the Kingpin sat in an office when his phone rang.

"Yes?" he answered.

"Osborn's willing to play ball, but he seems edgy. Think we should take care of him?"

"No. There is no need to dispose of him while he is still of use."

"Alright. What now?"

"Now, I must work to reclaim what has been lost from me. Fortunately, I have just the person in mind to do it."

Kingpin hung up the phone and dialed a new number.

"I have a job for you…"

Chapter Text

It was a quiet afternoon when Peter quickly made his way into Oscorp, rushing towards the elevator.

"Late again," he lamented, slipping in and pressing a button. "As per usual. Why did detention have to go for so long?"

The elevator only went up a floor before suddenly coming to a stop.

"Great, now wha-" he suddenly stopped when the doors opened to reveal Gwen. "Gwen?"

"Peter, hey," she greeted as she got in. "I didn't know you were interning here again."

"Uh, yeah. I'm working with the Octavius' on their big project. It's been pretty exciting."

"I can imagine."

"So, you still in the bio lab?"

"Yeah. Dr. Michaels has been interesting to work with. He's no Dr. Connors, but..."

"Yeah, I miss working with him too."

"Have you heard from him lately? I hope he's doing alright after the Lizard thing."

"I, uh, ran into him once. He seems to be doing alright."

"That's good," she replied, brushing a bit of hair out of her face. "So… you thinking of going to the game this weekend?"

"Honestly, I don't know."

"What do you mean?" she wondered.

"I, uh… kinda made a bet with Flash last week about bringing a girl  to the game."

"Oh boy, what'd you bet?"

"Loser has to dress up as a cheerleader again," Peter admitted in embarrassment.

Gwen couldn't help but laugh in response.

"Wow. You really shot yourself in the foot with that one."

"Tell me about it," Peter admitted, rubbing the back of his neck.

"Well, if you want, I could go with you. As a friend, of course."

"Uh, yeah, sure. I mean, it'd be better than showing up alone, anyway."

"Yeah…" Gwen responded, almost wishing she could say something else.

Suddenly, the elevator stopped, allowing the doors to open up.

"Well, this is my floor," Peter informed, stepping out. "See you later."

"See ya," she replied as the doors closed.

”Allow me to introduce the Black Widow slayer,” Alistar Smythe greeted as he rolled out from under the black and red chassis. The weapon he was building was the size of a panel van. It’s oblong body was a mess of empty recesses for the weapons and widgets scattered all across the floor. Smythe laying back on a rolling back so that he could weld Fisk’s contributions to its bottom. It was an impressive weapon.

Fisk was standing with his arms clasped behind his back, as he did a quick mental calculation to how much these materials would cost him in the future. “It's an impressive looking toy, Mr. Smythe.” Fisk looked up with his eyes boring into the other man’s. "But will it accomplish the task that I've set out for it to do?"

"It will capture Spider-Man no problem, it is one hundred times stronger than any man and certainly many times stronger than any spider man with a high degree of weapon systems," Alistar responded.

“Just make sure my name stays out of it,” Norman Osborn crossed his arms.

“The Black Widow will have him taken out of the equation before sunrise soon, don’t you worry about that.”

“Very well, Smythe, your little spider slayer robot seems like it may do the job that Mr. Fisk is requesting,” Norman said crisply, eyes narrowing with a calm expression on his face. “But remember, failure is not an option. Spider-Man must be brought before us, captured and secured. The Black Widow had better do its job for your sake."

"And remember, do it by any means necessary, Osborn wants DNA left to harvest.” Fisk stood up and crossed the room. Even Norman wouldn’t try anything with his tone. The fact that this Spider-Man had been all indications been infected by his genetically altered spider boded well for Norman’s strange obsession with him.

Back at Oscorp, Peter Parker was manning a remote control device, carefully maneuvering a metal arm towards a coffee cup. The pinchers of the arm gripped the handle of the cup, much to Peter's delight. Slowly, he pushed up on a control stick, allowing him to raise the cup up off the table.

"Remember," Otto spoke from behind. "Precise movements are the key. Any sudden movement during the experiment could prove disastrous."

"Then, shouldn't you be doing this?"

"I wanna see how well you handle it. Besides, if you can manage it, then it should be no problem for me."

"Right…" Peter replied, turning back to the arm.

He controlled it so he could move the cup towards another cup on the table. Carefully, he tipped the cup over, pouring its contents into the second cup. Once Peter leveled his own cup out, Otto picked up the second and knocked it against Peter's.

"Well done, Parker," he commended.

"Thanks. Response time could stand to be faster, and movements still feel a little jittery."

"We'll have to work those out before moving on to the next phase."

"Right," Peter noted, pausing a moment before turning to Otto. "So… I hope you don't mind me asking… is there some history between you and ?"

Otto paused for a moment.

"Actually… I do mind."

"Sorry. I just heard you and Mr. Osborn talking, and-"

"With all due respect Parker, I don't really think it's any of your business."

Peter was taken aback by the frankness of Otto's words, and backed down.

"Sorry… I should… probably be going."

Otto paused for a moment before responding as Peter walked out.

"Yes… go on. The work can wait until tomorrow."

Out in the city, Spider-Man swung about randomly, still mulling over his conversation with Dr. Octavious.

"I wonder why he got so testy about Norman?" he wondered aloud. "I mean, I know Norman can rub a lot of people the wrong way, but I didn't even know the two knew each other-"

His train of thought was suddenly cut off when he saw a car speeding away from a police cruiser on the street.

"Better table that for later."

Spider-Man veered down towards the car chase. Down on the road, one of the passengers leaned out of the car and shot at the cop car. Just then, a webline attached to the thug, yanking him out of the car. The crook found himself dangling a nearby street lamp as Spider-Man swung past.

"Be lucky I'm not wasting a 'hang around' joke on you!" Spidey called out as he chased after the car.

Spider-Man continued swinging after the car, before finally catching up enough so he could land on top of it. He smashed through the driver-side window and grabbed hold of the driver, tossing him out and shooting a web to pin him to a wall. He then leaped onto the hood of the car and fired two web lines, pulling on them hard so he could slow the car to a stop. Once the car was stopped, he flipped off the hood and onto the street as the police arrived.

"Black Widow Spider Slayer protocols are completely on line," Alistar said as he continued to press a series of commands, inputting all of the data that he could, as regarding Spider-Man. Fisk seemed rather reluctant to share information but he did part away with enough data about the genetically enhanced spiders to get the Spider Slayer up and functional. "Objective, find and capture Spider-Man by any means necessary."

"Command understand, objective capture Spider-Man, data processed, scanning for target right now, match found within scanning limits, mission objective, seek and capture Spider-Man, with lethal protocols online should subject prove to be problematic," said the Black Widow in a robotic voice, before the robot turned, rising up off of the ground on all eight of its robotic legs before it moved forward, blasting the door open, before it hovered up into the air. The Black Widow continued to rise several feet up into the air, before it blasted off into the distance. Smythe turned, watching his creation move towards the city with a satisfied look on his face. With any luck, he would not have to launch the other three Slayers that he created. They were larger, with more destructive weapons yes but also widely untested. The Black Widow Slayer was the only one that he had an opportunity to completely test.

"Norman, this is Smythe, the Spider Slayer has captured the target, please stand by," Smythe said as he watched a blip on the screen, that would follow the progress of the Spider Slayer.

Later at Midtown High, Harry made his way towards his locker, looking around for anyone watching before opening it up. He looked inside to see a single vial full of green liquid.

"Last one…" he lamented, reaching for it.

"Hey, Harry!"

Harry looked up to see Peter and Gwen approaching, forcing him to slam his locker shut as they came up.

"Oh, hey guys."

"Just wanted to wish you luck for tomorrow night," Gwen told him.

"Yeah, I'm pretty stoked for it myself."

"Hey that reminds me," Peter spoke up. "There'll be someone else there tomorrow night. My Aunt wants me to bring her friend's niece, Mary Jane Watson."

"Can't be that bad, can it?" Harry asked.

"Let's just put it this way. She has a wonderful personality."

The two shuddered in response as Gwen rolled her eyes.

"Oh, real mature guys. You have no idea what this girl is like. She might be really nice."

"Gwen, Gwen, Gwen," Harry replied. "Blind dates such as these are like the lottery. The odds of her actually being a good match are stacked so high, you'd be crazy to even think you stand a chance of winning the jackpot."

"You're really instilling me with confidence there, pal," Peter commented.

"Hey, I'm just telling it as it is."

"What?" Gwen chimed in. "That you're both presumptuous and a little chauvinistic? For all you know, she could be a total superstar."

"Or a total freak," Peter retorted. "She could be some weirdo who's into conspiracy theories or something."

"Or a total geek with glasses and short hair?"

"Yeah, that's one-" Peter caught himself, realizing Gwen was referring to herself. "Uh, that is… I mean, who's to say… I mean-"

"Just… just quit while you're ahead," Gwen told him, chuckling a little.

"Did you hear about that giant robot trashing downtown?" asked a voice.

"Yeah I did, people are freaking out, man I might just hang around here as long as I can," said another voice.

"Yeah, I know what I mean, I'm glad we're here where it's safe," said another student. "I mean other than the Hulk showing up at that dance last year, nothing exciting has ever happened."

"Giant robot, I've about had my fill with those," muttered Peter as he looked in his bag, web shooters and costume ready.

Once he returned to the scene, Spider-Man found a place to set up his camera, webbing it in place after adjusting its settings. He then leapt forward, firing a web and swinging out to meet that.........thing. He knew that he was going to have to be careful out in the middle of the field, because there weren’t exactly many places to swing from so far out.

However, before he could properly formulate a game plan, the once still creature appeared to catch sight of him, firing an energy blast of some kind from a gun on its head.

“Woah!” Spider-Man yelled, releasing his web in a hurry, barely dropping beneath the blast in time. He tumbled to the ground, somersaulting and flipping to avoid two more blasts before standing up and looking to the giant machine.

“Rude!” Spider-Man yelled, pointing aggressively at the intruder. “Not even a hello? Nothing?”

The machine squared its aim towards him once more, and Spidey lunged forward, heading for underneath the machine. It seemed like the safest bet, since he could avoid the laser and, with any luck, find a weak spot on the robot’s underside. Besides, it probably couldn’t see him, and as large as the thing was, there was almost no way it could be that fast, right?

Unfortunately, he was quickly proven wrong, at least on the second account, as the machine swiftly adjusted its position, the legs stabbing rapidly into the ground below. Spider-Man flipped and dodged repeatedly, only narrowly avoiding smashing into another leg a few times along the way. Eventually, he settled for grabbing onto one of the legs, scurrying up rapidly until he came to rest on its underside. He laid into it with a couple blows from his fists, but they failed to even put so much as a dent in it.

His spider sense then went off again, but this time, he was too slow to react, as one of the punchers in the front reached underneath, grabbing him as he tried to leap back down. The machine then pulled him back out, slamming him to the ground twice, pinning him there the second time.

“Okay,” Spider-Man said, straining through the pain all his muscles were feeling at the moment, “I like a hug as much as the next guy, but this is a little much, don’t you think?”

Naturally, the machine ignored him, instead, aiming the laser on top of its head at him, and he could see it charging up. Taking advantage of the fact that at least his arms were free, Spider-Man fired a web from each arm, shooting them straight at the gun, causing it to destroy itself and the robot to stagger backward, releasing its grip on him in the process. He immediately sprang to his feet, trying to reassess his situation.

He didn’t end up getting much time to do so, as the machine recovered its focus quickly, coming after him again. Spidey leapt and ran along the outfield wall, staying ahead of the robot........at least at first. It eventually arched its tail up, blasting out a strange, thick liquid right in front of where he was running that caused his feet to lose their grip on the wall, which led to a rather unceremonious fall as Peter wiped out on the ground, tumbling down.

“Okay,” he muttered as he forced himself to his feet, “not exactly my finest moment.”

The machine coming up on him once again, Spider-Man quickly regrouped, going on the offensive again. This time, he webbed the machine, launching himself up and over it despite its attempts to grab him, before webbing his way back down, arching his legs back before driving his feet straight into the machine’s backside with all the force he could muster, causing it to collapse to the ground. Unfortunately, he failed to so much as put a dent in the armor, and it wasn’t long before he was once again dodging its attacks and on the run from it.

“Think, Parker, think,” he muttered under his breath as he flipped and dodged out of the way of the continual attacks. There had to be some way to stop this thing, but clearly his brute force wasn’t going to be enough. So much as he’d been able to tell so far, Peter had not been able to find a true weak spot on the machine. He could try and go for the head and see if that worked, but those Scorpion-style pinchers had proven fast and formidable, so that would be a risky endeavor to say the least.

There just had to be a better way.......

Peter suddenly caught sight of an electric box, and an idea came to mind.

“Come on, this way!” he yelled to the machine at one point, firing a web once he got close enough, yanking himself out of the path of its latest attack, landing right in front of the box. He waved his arms, practically daring the robot to stab at him again. Sure enough, it raised up one of its pinchers, shooting it straight at Peter, who grabbed it and guided it into the box, sending a surge of voltage through the bot’s entire body. Eventually, it short circuited and dropped to the ground in a heap.

“You’re out!” Peter called out, making the motion that went with the call. He found himself regretting performing the action, as it was a reminder of how sore he was from being body slammed repeatedly and face planting in the dirt earlier. Also, he noticed that his costume wasn’t exactly looking the best, with some tears now showing evident and many other areas covered in dirt and dust.

Meanwhile, at Oscorp, Norman Osborn made his way down to the R and D lab, where he saw a man in an armored green suit hovering on a specialized air transport device. Down on the ground, an elderly man was going over the device's readouts as Norman approached.

“Your project failed, Smythe,” Norman growled. “Spider-Man is still alive.”

“I made sure there’s no way it can even be traced back to me, much less you or Fisk.”

“Well, he’s beginning to have second thoughts about this whole arrangement, since your little weapon failed.”

“I’ll hold up my end. I learned from my mistakes tonight. I know how I can make it better equipped to handle Spider-Man. My next Spider Slayer won’t fail.”

”See that it doesn’t.”

“Yes, Mr. Osborn.”

Norman nodded before walking off, allowing Allstar to return to work.

Spider-Man was swinging through the city, when he caught wind of the robot again.

Zeroing in on the disturbance, he made his way to a busy street, where he saw a second machine, which was currently overturning vehicles and otherwise destroying public property as people ran to get away from it. This robot was significantly smaller than the last one and was almost humanoid in appearance, though still much larger than the average person.

Swinging into action, Peter came from behind the machine, slamming both feet into it and sending it flying down the street before it quickly recovered.

“Sorry, but if you’re looking for a job in demolition, I think you’re looking in the wrong place!” Peter said. He then shot a web at the machine, only for it to catch the web and immediately yank it with astonishing reflexes. Fortunately, Peter’s reflexes weren’t so bad either; he flipped at the last second, bounding off the machine before backflipping and landing on the ground in a crouched position. The machine then suddenly had four other arms emerge out of its midsection, two on each side.

“Okay, so you’ve got a spider’s number of arms,” Peter said. “Point for you.”

The machine didn’t appear to share his sense of humor (not that he’d expected it to), immediately lunging at him. Peter managed to dodge the first few blows, but it finally managed to grab him by the ankle before tossing him straight into the side of a car. He fell to the ground, a little shaken by the impact of the blow. He quickly got up, moving out of the way before the robot struck a blow to the car, puncturing a hold in it.

“Whoever’s car that is, I’m so sorry!!” Peter shouted. He was honestly lucky that only property had been damaged. This thing was fast, strong, and meant business. He needed to lure it away somewhere more private, where no civilians would be in danger as he duked it out with the thing. But where exactly could he find such a place in a city of over eight million people?

Not here, that was for sure.

“Come on, this way!” Peter taunted to the machine, shooting out a web. He swung off, with the robot in hot pursuit from the ground level. He looked around, searching for any kind of building that might be deserted. It was the big city after all, where places were under constant renovation, so Peter had to believe that he would come across such a place sooner or later.

Finally, he saw it: an old building that had was scheduled for demolition in the coming days, a.k.a. the perfect place for him to fight a deadly machine without the worry of anyone else ending up in the middle of it.

“Want to play hide and seek?” Peter teased as he swung through an already broken window in the building. He then quickly made his way into the rafters, finding the darkest spot he could before turning to face in the window, awaiting the machine’s imminent arrival. Sure enough, the thing climbed in, crawling on all its limbs like a bug. It scoured the place, searching the area for its target.

If only it knew that it was now a target itself.

“Come on,” Peter thought to himself, “just a little closer, just a little closer.”

When he judged it to be in the ideal position, Peter sprung down towards it, hoping to strike one good blow to end the thing. Unfortunately, what he didn’t count on was this thing finding him out mid leap and lunging towards him in turn. He barely managed to flip out of the way of its counterattack beforehand, landing on the ground.

“Okay, not going to be that easy,” Peter said. “Big surprise.”

This was going to take longer than he thought.

The machine wrapped Peter in all its limbs, squeezing him in a bearhug. He struggled and struggled, but it was no use. He couldn’t even move his wrists in any meaningful way to shoot a web to yank something towards them. He’d been consistently outmatched by this machine, unlike the last one where he’d only been in real danger a couple of times. Still, he continued to fight, even as he swore that he could feel his insides getting compressed like garbage in a trash compactor. He was finally dropped, as the machine retreated.

Inside the lab, Smythe was hunched over a computer, looking at some results on the screen. He rubbed his eyes in response, not liking what he was seeing.

"Professor," Norman called out, getting his attention.

"Uh, Mr. Osborn. What can I help you with?"

“Spider-Man is still alive, you see. Maybe the human element is what you’re missing.”

”What do you mean?”

“If you’re as smart as you say you are, you’ll figure it out. But first, I need you to convince me why my boss should continue this partnership in the first place.”

“Well, like I said, this version came much closer to finishing him. “I’ve been analyzing the footage, studying what happened, and I know what it will take to produce a slayer that will finish the job this time.”

“That’s what you said before. So far, you’ve offered nothing but empty promises.”

“I know, but I’ll do whatever it takes. I’ll pilot one of these things manually if I’ll have to!”

“Ah,” Norman said, “now we might be getting somewhere. You’re showing a greater willingness to be involved this time. Perhaps that will make the difference. My advice? Take that resolve and follow it as far as you can, and maybe I’ll be able to convince the boss that you’re worth one more shot.”

“I will, and thank you; I assure you, I.....”

“You’d better quit while you’re ahead, Mr. Smythe, but know this: you’ve got two strikes right now, and if you follow baseball at all, well, you know what happens after a third.”

“Y-yes,” Smythe replied, his tone suddenly much more anxious. “Of course.”

“Good,” Norman said, cracking a smile. “Then I’ll leave you to it.”

Back with the train, Spider-Man was lying down on the outside in between cars with his feet propped up.

"At least I found a license plate. An Allstar Smythe," he commented.

After a little while, the subway finally came out of a tunnel into the city. Spider-Man climbed up onto the train and fired a web, slinging away before landing on the side of a building. As he landed, he noticed a clock on a neighboring building, realizing how late it was.

"Oh no, I forgot about my session with Dr. Octavious!" he let out, facepalming. "He's gonna kill me… great. As if I didn't have enough to worry about."

With that, Spider-Man shot another web and swung off.

Up in his lab, Otto was going over the inner circuitry of the arms, ensuring they ran smoothly for their next trial run. As he continued to work, Rosie walked over to him, placing a cup of coffee on his table.

"You looked like you could use a pick me up," she noted.

Otto smiled as he took the cup.

"Thank you," he replied before taking a sip.

"I couldn't help but notice you're a little understaffed. Where's Peter?"

"I don't know. I just assumed he was running late as usual, but now…" his face lowered a bit. "I hope I didn't scare him off."

This caught Rosie by surprise. "Why would you do that?"

Otto turned away, as if he were ashamed of what he had done.

"He asked about my previous work here and I… didn't respond well."

Seeing his dour expression, Rosie placed a hand on his shoulder, causing him to look up at her.

"I know your time here isn't something you're proud of," she spoke. "But you shouldn't let it affect your relationship with Peter."

"It's just… being back here, it… brings up some unpleasant memories."

"Then… consider this a chance to forge new ones. You can't let your resentment towards Norman dictate how you feel."

Taking all this in, Otto looked back up at Rosie, a smile slowly coming across his face.

"Sometimes, I wonder what I would do without you," he commented.

"Count yourself lucky you'll never have to find out," she replied, kissing him.

Finally, the elevator opened up, allowing Harry to step out into the lab. Not missing a beat, he made his way out, searching for a very specific item in the room. As he did so, he keeled over in pain, shaking a bit in the process.

"No… come on…" he whispered to himself.

Looking up, he spotted a particular container sitting on a shelf. Smiling, he slowly made his way over to it, carefully opening it up to reveal several vials of green liquid similar to the one he had taken earlier today. He couldn't help but smile at the prospect.

The next day, Peter was out for a walk in town, trying to wrap his mind around his current situation.

"Hey, Pete," a voice greeted as a hand touched his shoulder.

Peter let out a yelp of surprise as he turned around and saw Gwen standing behind him.

"Oh… Gwen," he responded. "Hey."

"Hey. sorry, didn't mean to spook you."

"Nah, you're good," Peter reassured. "I guess this whole Spider-Man thing has just got me on edge."

"Why? It's not like the police are after you."

"Heh, true," Peter replied nervously as the two walked off together. "It's just since I take Spidey's pictures for the Bugle, they might think I know something."

"Like what? How to frame his mugshots?"

That elicited a laugh between the two of them.

"Don't worry," Gwen reassured. "I don't think you have anything to worry about. My dad said that the guy going after him has gotten found out.”

This caught Peter off guard.

"What do you mean?" he inquired.

"Well, he said that his name is Smythe. Alistar Smythe, who works at Oscorp.”

"How’d your dad find him?”

“He learned that Smythe frequents a store.”

"Uh, Gwen, I just remembered. I promised Aunt May I'd stop by Delmar's on my way home. She wants some of their sandwiches for lunch."

"Ok," Gwen relented as Peter went off. "See you tonight, then!"

"See ya!"

At Oscorp, Peter slowly approached Dr. Octavious' lab, a bit nervous to talk to him about his absence yesterday. As he opened the door, he saw Otto working at a lab table on one of his mechanical arms. Clearly his throat, he slowly approached.

"Uh, Dr. Octavious?" Peter spoke, getting the Doctor's attention.

"Ah, Parker."

"Uh, listen. I wanted to apologize for not showing up yesterday. There was a… disturbance, and-"

"It's alright," Otto cut off. "Honestly, I was just worried it was because of our previous discussion. I was afraid I had scared you off."

"I didn't mean any disrespect. I was just curious. I've read a lot about your work and never knew that you worked for Mr. Osborn."

"I never worked for him…" Otto paused for a moment. "We were partners. He was up and coming in the business world, and he heard about my expertise in robotics. He came to me wanting my help in starting a business. Using the cutting edge in science and technology to change the world."

Peter suddenly was hit with realization.

"Wait, you helped found Oscorp?"

"I'm part of the reason it's called Oscorp," Otto remarked, leaning back in his chair, reminiscing. "When we were starting out, our colleagues used to call us the O's. Add corp to that and… well, it is catchy."

"Cool. But… why'd you leave?"

Otto suddenly leaned forward, his face dropping a bit.

"Norman and I… always had our differences. We both believed in changing the world, just in different ways. I was content with our work in robotics while Norman leaned hard into his genetic research. Eventually starting on work for a personal project I considered unethical. Then there was this…"

Peter then held his hand up.

"You… you don't have to share if you don't want to."

Otto just let out a sigh.

"Long story short, lawyers got involved and I chose to leave in exchange for a settlement. That money helped me and Rosie start our work together, and the rest is history."

"Wow… must have to swallow a lot of pride to come back here after all that."

"Quite a bit, yes," Otto confirmed, looking over and seeing Rosie coordinating with some workers on the reactor. "But seeing Rosie's dream come to life… some things in life are worth far more than personal pride."

Peter looked over at Rosie, smiling in response. Suddenly, an idea came to mind.

"Uh, hey. Since I'm here, why don't I help out for a bit? You know, make up for missing out yesterday?"

Otto smiled in response.

"I'd welcome the company."

The large machine slammed a man against a wall, something resembling either a hand or a pincher at his throat while another one was drawn back, a blade unsheathing itself. Realizing that he was out of time, Peter lunged downward, coming between the man and the spider slayer just as the blade was about to be driven in. He barely got in front of it in time, grabbing it with both hands.

“There you are,” came a voice out of the machine, “just the superhero I was looking for.”

“Smythe?” Peter questioned. “Look man, if you wanted an autograph, all you had to do was ask.”

He forced back the appendage with the blade, the rest of the robot barely moving. Peter turned momentarily to the man, who had a rather perplexed expression on his face.

“You good?” Peter asked. Unfortunately, he didn’t have the time to get an answer, his spider sense reminding him of the ever-present threat in front of him. The machine tried to stab at him again; he grabbed the arm again, shoving it to the side. He then leapt off it, intending to lure the fight somewhere else. However, the slayer caught him by the leg before he could swing off, tossing him like a ragdoll and sending him tumbling onto a nearby rooftop. Quickly recovering, he stood up as Smythe’s machine met him.

“Have to admit, I liked your other designs better,” Peter insisted. “At least those were somewhat original; this one looks like you just took the design from that machine off the Incredibles, miniaturized it and tried to change just enough so I wouldn’t notice.”

“You really are as annoying as they say,” Smythe replied, two of the legs shooting at Peter, who dodged them relatively easily.

“That’s because criminals have no sense of humor,” Peter countered, landing on a nearby wall. “Also, what made you actually decide to join the party this time?”

“Because I realized that was my mistake the previous two times,” Smythe replied. “I was overdependent on these things running themselves that I failed to realize what they were missing: the human element. Now, with this thing’s capabilities and my brain, we will finally accomplish what we’ve intended from the start: killing you.”

Peter continued backflipping and dodging to avoid multiple attacks as they traversed from rooftop to rooftop, waiting for the right opportunity to strike.

“Do you have any idea how many times I’ve heard something like that before?” he asked. “Also, who is this ‘we’ that you keep mentioning?”

“Doesn’t matter,” Smythe answered. “At least, it won’t matter for you here in a minute.”

Smythe then sent one of the other arms after Peter, who leapt towards it. Grabbing it, he used it to increase his own momentum and deliver a powerful kick to the machine, knocking it down. He immediately leapt again, intending to keep it down while it was, only this time he wasn’t fast enough when another one of the arms suddenly launched forward, his spider sense warning him too late. It wrapped its arms around his body, squeezing tightly.

“After you decimated my last one, I made sure to reinforce this one much, much more,” Smythe bragged, the machine righting itself so that it stood upright once more. “You won’t be breaking out this time.”

His spider sense going off again, Peter leapt out of the way, swinging off as Smythe pursued him in the slayer. His intent was to lure him to a junkyard not too far from their present location. He figured if he could do that, then not only would they be away from any civilians, but he could also have something to throw back at this thing and actually do some damage.

Unfortunately, they hadn’t gotten too far when Peter noticed some debris from one of the slayer’s attempts at grabbing him sending a large sign crashing towards an older woman using a cane below. Quickly shooting another web to change direction, he swooped down and scooped her out of harm’s way, trying to be gentle as he set her down.

“You okay ma’am?” he asked her.

“What?” the woman shouted out. Trusting she was okay, Peter turned to find that Smythe had blocked his way to the junkyard. The slayer then appeared to turn its attention to other nearby bystanders, shooting an arm out and sending more debris headed their way. Seeing they would be unable to get out in time, Peter hurried over, stopping it with his bare hands to give them time to get away.

“Go, GO!” he urged them. Right as they did so, one of the other arms grabbed him by his chest, drawing him close.

“No more,” Smythe said. The arm then proceeded to slam Peter down against the top of a truck repeatedly, knocking the wind out of him. Each hit seemed to sap more and more will from him. Finally, Smythe raised him back up, preparing to deal the killing blow again. Peter was hurting and almost delirious from the repeated hard impacts he’d just endured, but he was awake enough to know what was coming: his end.

He looked back at the truck that he’d been smashed into, webbing it over to himself. He took it and rushed towards the slayer, slamming it as hard as he could before it could properly get up. He proceeded to repeatedly slam it into the machine, refusing to so much as let it move.

Once it was obvious that he’d dealt significant damage, Peter discarded the truck, tossing it aside. He then reached down into the robot’s midsection, slowly tearing it open with his hands as it short-circuited. He could now see Smythe, who cowered within. Reaching inside, Peter grabbed the man by his shirt and yanked him out, the man protesting as he did.

“So, what do you think?” Peter asked, holding the man up to him so that their faces were inches apart. “Want to try a round or two without the suit?”

Smythe just shook his head, terrified.

“Hmm, too bad,” Peter said, an undercurrent of anger still in his tone. “Sounded fun to me.”

He then proceeded to web Smythe up tightly and leave him for the police, who’d just arrived at the scene. Peter shot a glance in M.J.’s direction before swinging off.

Back at the Parker house, Peter was finishing up getting ready to go to the game, making sure he looked presentable.

"Lookin good, Parker," he said to himself. "As good as one can look for a blind date."

Once Peter was ready, he went downstairs where May was looking out the window.

"I'm about to head out Aunt May is Anna Watson's niece here yet?"

"Oh, she's walking up now," May informed as she turned to face him. "I'm so glad you agreed to this."

"Hey, if it's important to you, it's important to me. Just don't expect me to be asking about engagement rings anytime soon."

That got a chuckle out of May.

"Oh, Peter," just then, the doorbell rang. "Oh, that's her. Go on, dear."

"Uh…" Peter let out, completely speechless. "Wait, you mean… y-you're… Mary Jane Watson."

Standing before Peter was a gorgeous redhead with green eyes, a slim figure, and a flirtatious smile across her face.

"Face it, Tiger. You just hit the jackpot."